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PROSPECTUS
Dated: July 18, 2025
Please read section 26 and 32 of the Companies Act, 2013
100% Book Built Offer
(Please scan the QR to view
the Prospectus)
MONIKA ALCOBEV LIMITED
CORPORATE IDENTITY NUMBER: U15490MH2022PLC375025
REGISTERED OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE
2403, 24th Floor, Signature, Suresh Sawant Road, Off Kalpesh Himmatram Ramina Email: www.monikaalcobev.com
Veera Desai Road, Andheri (West), Mumbai – 400 053, Company Secretary and investors.relation@monikaalcobev.com
Maharashtra, India. Compliance Officer Tel: +91 022 6578 1111/ 6236 3155
PROMOTERS OF OUR COMPANY: BHIMJI NANJI PATEL AND KUNAL BHIMJI PATEL
DETAILS OF THE OFFER TO THE PUBLIC
TYPE FRESH ISSUE OFFER FOR SALE TOTAL OFFER SIZE ELIGIBILITY AND SHARE RESERVATION AMONG QIBS,
SIZE SIZE NIIS AND IIS
Fresh Issue and Up to Up to 10,00,000** Initial public offer of up The Offer is being made in terms of Regulation 229(2) and 253(1) of the
Offer for Sale 47,91,200** Equity Shares of face to 57,91,200** equity Securities and Exchange Board of India (Issue of Capital and Disclosure
Equity Shares of value ₹ 10 each shares of face value of Requirements) Regulations, 2018 (“SEBI ICDR Regulations”). For
face value ₹ 10 aggregating up to ₹ ₹10 each (“Equity details in relation to share reservation among Qualified Institutional
each aggregating 2,860.00 lakhs Shares”) aggregating up Buyers, Non-Institutional Investors and Individual Investors who applies
up to ₹ 13,702.83 to ₹ 16,562.83 lakhs for minimum application size, see “Offer Structure” on page 328.
lakhs (“Offer”)
**Subject to finalisation of Basis of Allotment
OFFER FOR SALE
DETAILS OF OFFER FOR SALE BY THE SELLING SHAREHOLDERS AND WEIGHTED AVERAGE COST OF ACQUISITION
NAME OF THE SELLING TYPE NUMBER OF EQUITY SHARES WEIGHTED AVERAGE COST OF ACQUISITION# (IN
SHAREHOLDERS OFFERED/ AMOUNT ₹ PER EQUITY SHARE)
Deven Mahendrakumar Shah Selling Shareholder Up to 5,45,600 Equity Shares of face value 137.43
₹ 10 each aggregating up to ₹ 1,560.42
lakhs
Rhetan Estate Private Limited Selling Shareholder Up to 4,54,400 Equity Shares of face value 137.43
₹ 10 each aggregating up to ₹ 1,299.58
lakhs
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 of our Company. The face value of each Equity
Share is ₹10. The Floor Price, the Cap Price and the Offer Price (determined and justified by our Company in consultation with the Book Running Lead Manager) as stated
in “Basis for Offer Price” on page 104 of this Prospectus, should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed.
No assurance can be given regarding an active and/or sustained trading in the Equity Shares of our Company or 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 this 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 this 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 Prospectus. Specific attention
of the investors is invited to “Risk Factors” on page 30.
OUR COMPANY’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and
the Offer, which is material in the context of the Offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in
any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a
whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. The Selling Shareholders accepts responsibility
for and confirm the statements made by them in this offer document to the extent of information specifically pertaining to them and their respective portion of the offered
shares and assume responsibility that such statements are true and correct in all material respects and not misleading in any material respect.
LISTING
The Equity Shares, once offered through this Prospectus are proposed to be listed on the SME Platform of BSE Limited (“BSE SME”) in terms of the Chapter IX of the
SEBI ICDR Regulations, as amended from time to time, our Company has received in-principle approval dated June 9, 2025 from BSE Limited for using its name in this
Offer document for listing our shares on the BSE SME. For the purposes of the Offer, the Designated Stock Exchange is BSE Limited (“BSE”). A signed copy of this
Prospectus shall be delivered for filing with the RoC in accordance with section 26(4) of the Companies Act.
BOOK RUNNING LEAD MANAGER
Name of Book Running Lead Manager Contact Person Email and Telephone
Jigar Desai/ Radhika Maheshwari Telephone: +91 22 6912 0027
Email: mb@marwadichandarana.com
Marwadi Chandarana Intermediaries Brokers
Private Limited
REGISTRAR TO THE OFFER
Name of Registrar Contact Person Email and Telephone
Shanti Gopalkrishnan Tel: +91 810 811 4949
E-mail: monikaalcobev.smeipo@in.mpms.mufg.com
MUFG Intime India Private Limited
(formerly known as Link Intime India Private
Limited)
BID/OFFER PERIOD
ANCHOR Tuesday, July 15, 2025* BID/ Wednesday, July 16, 2025 BID/OFFER Friday, July 18, 2025
INVESTOR OFFER CLOSED ON
BID/OFFER OPENED
PERIOD* ON
#As certified by M/s. Shah Gupta & Co., Chartered Accountants, the Statutory Auditor of our Company by way of their certificate dated July 08, 2025
* The Anchor Investor Bid/ Offer date was July 15, 2025, one Working Day prior to the Bid/ Offer Opening Date.PROSPECTUS RED HERRING PROSPECTUS
Dated: July 18, 2025 Dated: July 08, 2025
Please read section 26 and 32 of the Companies Act, 2013
Please read section 26 and 32 of the Companies Act, 2013
100% Book Built Offer
(Please scan the QR to view 100% Book Built Offer
the Prospectus)
Our Company was originally formed as a partnership firm under the name ‘M/s Monika Enterprise’ (“Partnership Firm”) pursuant to a deed of partnership dated February 12, 2015 under the Indian Partnership Act,
1932 (“Partnership Act”). Subsequently, Fresh Certificate of Registration dated May 04, 2018 bearing number MU000009640 was issued by Registrar of Firms. The partnership firm was thereafter converted from ‘M/s
Monika Enterprise’ into Public Limited Company under Section 366 Part I of Chapter XXI of the Companies Act, 2013, as ‘Monika Alcobev Limited’ under the Companies Act, 2013, pursuant to a certificate of
incorporation dated January 17, 2022 issued by the Registrar of Companies, Central Registration Centre.
Corporate Identity Number: U15490MH2022PLC375025
Registered Office: 2403, 24th Floor, Signature, Suresh Sawant Road, Off. Veera Desai Road, Andheri (West), Mumbai – 400 053, Maharashtra, India.
Contact Person: Kalpesh Himmatram Ramina, Company Secretary and Compliance Officer; Tel: + 91 022 657 81111/ 6236 3155
E-mail: investors.relation@monikaalcobev.com, Website: www.monikaalcobev.com
OUR PROMOTERS: BHIMJI NANJI PATEL AND KUNAL BHIMJI PATEL
INITIAL PUBLIC OFFERING OF UP TO 57,91,200 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 286 PER
EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 276 PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹ 16,562.83 LAKHS (THE “OFFER”) COMPRISING A FRESH
ISSUE OF UP TO 47,91,200 EQUITY SHARES OF FACE VALUE ₹ 10 EACH AGGREGATING UP TO ₹ 13,702.83 LAKHS BY OUR COMPANY (THE “FRESH ISSUE”) AND OFFER FOR SALE
OF UP TO 10,00,000 EQUITY SHARES (THE “OFFERED SHARES”) AGGREGATING UP TO ₹ 2,860.00 LAKHS COMPRISING OFFER FOR SALE OF 5,45,600 EQUITY SHARES BY DEVEN
MAHENDRAKUMAR SHAH AGGREGATING TO ₹ 1,560.42 LAKHS AND UPTO 4,54,400 EQUITY SHARES BY RHETAN ESTATE PRIVATE LIMITED AGGREGATING TO ₹ 1,299.58 LAKHS
(COLLECTIVELY “SELLING SHAREHOLDERS”, AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE “OFFERED SHARES”) (SUCH OFFER FOR SALE
BY SELLING SHAREHOLDERS, THE “OFFER FOR SALE” AND TOGETHER WITH THE FRESH ISSUE, “THE OFFER”).
THE OFFER INCLUDES UP TO 4,17,600 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AT AN OFFER PRICE OF ₹ 286 PER EQUITY SHARE FOR CASH, AGGREGATING ₹ 1,194.34
LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE OFFER (THE “MARKET MAKER RESERVATION PORTION”). THE OFFER LESS MARKET
MAKER RESERVATION PORTION I.E. OFFER OF UPTO 53,73,600 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH, AT AN OFFER PRICE OF ₹ 286 PER EQUITY SHARE FOR CASH,
AGGREGATING UP TO ₹ 15,368.50 LAKHS IS HEREINAFTER REFFERED TO AS THE “NET OFFER”. THE OFFER AND NET OFFER WILL CONSTITUTE 27.00 % AND 25.05%
RESPECTIVELY OF THE POST-ISSUE PAID UP CAPITAL OF THE COMPANY.
This is an Offer in terms of Rule 19(2)(b)(i) of the SCRR, read with Regulation 253 of the SEBI ICDR Regulations, as amended, wherein not more than 50% 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 BRLM, may allocate up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis (“Anchor Investor Portion”), out 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 allocation is made to 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 Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder
of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. However, if
the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for
proportionate allocation to QIBs. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders (“Non-Institutional Portion”) out of which (a)
one-third of such portion shall be reserved for applicants with application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs; and (b) two third of such portion shall be reserved for
applicants with application size of more than ₹10 lakhs provided that the unsubscribed portion in either of such subcategories could have been allocated to applicants in the other sub-category of Non-Institutional
Bidders and not less than 35% of the Net Issue shall be available for allocation to Individual Bidders (who applies for minimum application size) in accordance with the SEBI ICDR Regulations, subject to valid
Bids being received at or above the issue Price. All potential Bidders (except Anchor Investors) are mandatorily required to participate in the Offer through the Application Supported by Blocked Amount (“ASBA”)
process by providing details of their respective ASBA accounts and UPI ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amount will be blocked by
the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of the respective Bid Amounts. Anchor Investors are not permitted to participate
in the Offer through the ASBA Process. For further details, see “Offer Procedure” on page 332.
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 of our Company. The face value of the Equity Shares is ₹ 10 each. The Floor Price, the Offer
Price or the Price Band as (determined by our Company in consultation with the BRLM, 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 104, should not be taken 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 of our Company, or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their 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
Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 30.
OUR COMPANY’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context
of the Offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly
held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
Further, the Selling Shareholders accepts responsibility for, and confirm, that the statements specifically made or confirmed by such Selling Shareholders in this Red Herring Prospectus to the extent that the
statements and information specifically pertain such Selling Shareholders and the Equity Shares offered by such Selling Shareholders under the Offer for Sale, are true and correct in all material respects and assumes
responsibility that such statements are not misleading in any material respect. The Selling Shareholders assume no responsibility for any other statements, including, inter alia, any of the statements made by or
relating to our Company in this Prospectus.
LISTING
The Equity Shares, once offered through this Prospectus are proposed to be listed on the SME Platform of BSE Limited (“BSE SME”) in terms of the Chapter IX of the SEBI ICDR Regulations, as amended from
time to time, our Company has received in-principle approval dated June 9, 2025 from BSE Limited for using its name in this Offer document for listing our shares on the BSE SME. For the purposes of the Offer,
the Designated Stock Exchange is BSE Limited (“BSE”).
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER
Marwadi Chandarana Intermediaries Brokers Private Limited MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited)
X-change Plaza, Office no. 1201 to 1205, 12th Floor, Building No. 53E, Zone-5, Road 5E, Gift City, C-101, 247 Park, 1st Floor, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083, Maharashtra, India.
Gandhinagar - 382355, Gujarat, India. Telephone Number: +91 810 811 4949
Telephone: +91 22 6912 0027 Website: www.in.mpms.mufg.com
Email: mb@marwadichandarana.com E-mail: monikaalcobev.smeipo@in.mpms.mufg.com
Website: ib.marwadichandaranagroup.com Investor Grievance Email: monikaalcobev.smeipo@in.mpms.mufg.com
Investor Grievance ID: mbgrievances@marwadichandarana.com Contact Person: Shanti Gopalkrishnan
Contact Person: Jigar Desai/ Radhika Maheshwari SEBI Registration No.: INR000004058
SEBI Registration Number: INM000013165
BID/OFFER PROGRAMME
ANCHOR INVESTOR BID/OFFER PERIOD* Tuesday, July 15, 2025
BID/OFFER OPENED ON Wednesday, July 16, 2025
BID/OFFER CLOSED ON Friday, July 18, 2025
* The Anchor Investor Bid/ Offer date was July 15, 2025, one Working Day prior to the Bid/ Offer Opening Date.TABLE OF CONTENTS
SECTION I – GENERAL ................................................................................................................................................ 1
DEFINITIONS AND ABBREVIATIONS ......................................................................................................................... 1
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION ................................................................................................................................ 17
FORWARD LOOKING STATEMENTS ........................................................................................................................ 20
SUMMARY OF THE OFFER DOCUMENT .................................................................................................................. 22
SECTION II – RISK FACTORS .................................................................................................................................. 30
SECTION III – INTRODUCTION ............................................................................................................................... 56
THE OFFER ..................................................................................................................................................................... 56
SUMMARY FINANCIAL INFORMATION .................................................................................................................. 58
GENERAL INFORMATION ........................................................................................................................................... 63
CAPITAL STRUCTURE ................................................................................................................................................. 75
OBJECTS OF THE OFFER ............................................................................................................................................. 91
BASIS FOR OFFER PRICE .......................................................................................................................................... 104
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................................. 109
SECTION IV – ABOUT THE COMPANY ................................................................................................................ 114
INDUSTRY OVERVIEW .............................................................................................................................................. 114
OUR BUSINESS ............................................................................................................................................................ 142
KEY REGULATIONS AND POLICIES ....................................................................................................................... 161
HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................................... 172
OUR MANAGEMENT .................................................................................................................................................. 176
OUR PROMOTER AND PROMOTER GROUP .......................................................................................................... 195
OUR GROUP COMPANIES ......................................................................................................................................... 199
DIVIDEND POLICY ..................................................................................................................................................... 203
SECTION V – FINANCIAL INFORMATION ......................................................................................................... 204
RESTATED FINANCIAL STATEMENT ..................................................................................................................... 204
OTHER FINANCIAL INFORMATION ........................................................................................................................ 272
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................... 274
CAPITALISATION STATEMENT ............................................................................................................................... 284
FINANCIAL INDEBTEDNESS .................................................................................................................................... 285
SECTION VI – LEGAL AND OTHER INFORMATION ....................................................................................... 291
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................................... 291
GOVERNMENT AND OTHER APPROVALS ............................................................................................................ 296
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................. 302
SECTION VII – OFFER RELATED INFORMATION ................................................................................................. 317
TERMS OF THE OFFER ............................................................................................................................................... 317
OFFER STRUCTURE.................................................................................................................................................... 328
OFFER PROCEDURE ................................................................................................................................................... 332
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................................................. 368
SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION ............................................................................................................................................................ 370
SECTION IX – OTHER INFORMATION ................................................................................................................ 382
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................................... 382
DECLARATION ............................................................................................................................................................ 384SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or
unless otherwise specified, shall have the meaning as assigned below. References to any legislations, statutes, rules,
regulations, guidelines and policies will, unless the context otherwise requires, be deemed to include all amendments,
modifications and replacements notified thereto, as of the date of this Prospectus, 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 (as
defined below), the definitions given below shall prevail.
The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the
meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SEBI Listing Regulations,
the SCRA, the Depositories Act or the rules and regulations made thereunder.
The terms not defined herein but used in “Objects of the Offer”, “History and Certain Corporate Matters”, “Financial
Indebtedness”, “Basis for Offer Price”, “Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations
and Policies”, “Financial Information”, “Outstanding Litigation and Material Developments” “Offer Procedure” and
“Description of Equity Shares and Terms of Articles of Association”, on pages 91, 172, 285, 104, 109,114, 161, 204,291,
332 and 370 respectively, will have the meaning ascribed to such terms in those respective sections.
General Terms
Term Description
“Monika Alcobev Unless the context otherwise implies or expressly states, Monika Alcobev Limited, a public
Limited”, “MAL”, “our limited company incorporated under the Companies Act, 2013 and having its Registered
Company”, “the Office at 2403, 24th Floor, Signature, Suresh Sawant Road, Off. Veera Desai Road, Andheri
Company”, “the Issuer” (West), Mumbai – 400 053, Maharashtra, India.
“We”, “us” and “our” Unless the context otherwise indicates or implies, refers to our Company as on the date of
this Prospectus.
“you”, “your” or “yours” Prospective investors in this Offer.
Company Related Terms
Term Description
“Addendum” The Addendum dated May 30, 2025, to the draft red herring prospectus dated April 14, 2025,
filed by our Company with BSE
“Articles of Articles of association of our Company, as amended from time to time
Association / Articles
/ AoA”
Audit Committee The audit committee of our Company, constituted in accordance with the applicable
provisions of the Companies Act, 2013 and the Listing Regulations. For more details see “Our
Management – Corporate Governance” on page 181
Auditors / Statutory Statutory auditors of our Company, currently being M/s. Shah Gupta & Co., Chartered
Auditors Accountants
Bankers to our ICICI Bank Limited, HDFC Bank Limited, Kotak Mahindra Bank Limited, Indusind Bank,
company Union Bank of India, CSB Bank Limited and Deutsche Bank
Board / Board of Board of Directors of our Company, as constituted from time to time or any duly constituted
Directors committee thereof. For details see “Our Management – Board of Directors” on page 176
“Chairman” The chairman of our Company, being, Bhimji Nanji Patel.
Chief Financial Chief Financial Officer of our Company, namely Ashish Manubhai Mandaliya. For details,
Officer / CFO see “Our Management – Key Managerial Personnel” on page 192
CIN Corporate Identification Number being U15490MH2022PLC375025
1Term Description
Companies Act The Companies Act, 2013 and amendments thereto. The Companies Act, 1956, to the extent
of such provisions that are in force
Company Secretary The company secretary and compliance officer of our Company, namely Kalpesh Himmatram
and Compliance Ramina. For details, see “Our Management – Key Managerial Personnel” on page 192
Officer
Corporate Social The Corporate Social Responsibility committee of our Company. For details see “Our
Responsibility Management – Corporate Governance” on page 181
Committee / CSR
Committee
DIN Director’s Identification Number
Director(s) The director(s) on the Board of Directors, as appointed from time to time
Equity Shares The equity shares of our Company of face value of ₹ 10 each, fully paid up, unless otherwise
specified in the context thereof
Equity Shareholders/ Persons/ Entities holding Equity Shares in our Company
Shareholders
Executive Director(s) Executive director(s) on our Board. For further details of the Executive Director, see “Our
Management” on page 176
Face Value The face value of our Equity Shares, being ₹ 10 per Equity Share.
Group Companies Companies with which there have been related party transactions, during the last three
financial years, as covered under the applicable accounting standards and other companies as
considered material by the Board in accordance with the Materiality Policy. For details see
“Group Companies” on page 199
HUF Hindu Undivided Family
IFRS International Finance and Reporting Standards
Ind AS Indian Accounting Standards
Indian GAAP Generally Accepted Accounting Principles of India
Independent The Non-Executive, Independent Director(s) on our Board appointed as per the Companies
Director(s) Act, 2013 and the Listing Regulations. For details of our Independent Directors, see “Our
Management-Board of Directors” on page 176
IPO Committee The IPO Committee of our Board. For details see “Our Management – Corporate
Governance” on page 181
ISIN International Securities Identification Number being INE0LCG01010
Key Managerial Key Managerial Personnels of our Company. For details see “Our Management – Key
Personnel / KMP Managerial Personnel” on page 192
Managing Director / The managing director of our Company, being, Kunal Bhimji Patel.
MD and CEO
Materiality Policy The Materiality Policy adopted by our Board pursuant to a resolution of our Board dated
March 12, 2025 for identification of the material: (a) outstanding material litigation
proceedings; (b) Group Companies; and (c) material creditors, pursuant to the requirements
of the SEBI ICDR Regulations and for the purposes of disclosure in the Draft Red Herring
Prospectus, the Red Herring Prospectus and this Prospectus.
Memorandum of The Memorandum of Association of our Company, as amended from time to time.
Association /
Memorandum/ MoA
Monitoring Agency Monitoring Agency being Acuite Ratings and Research Limited
Monitoring Agency Monitoring Agency Agreement dated July 2, 2025 executed between the Company and the
Agreement Monitoring Agency.
Nomination and The Nomination and Remuneration Committee of our Company. For details see “Our
Remuneration Management – Corporate Governance” on page 181
Committee / NRC
Committee
Non – Executive A Director, not being an Executive Director. For further details of the Non- Executive
Director(s) Director, see “Our Management – Board of Directors” on page 176
2Term Description
Promoter(s)/ The Promoters of our Company namely, Bhimji Nanji Patel and Kunal Bhimji Patel. For
Individual details see in “Our Promoter and Promoter Group” on page 195
Promoter(s)
Promoter Group Such persons and entities constituting the promoter group of our Company, pursuant to
Regulation 2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoter and
Promoter Group” on page 195
Registered Office 2403, 24th Floor, Signature, Suresh Sawant Road, Off. Veera Desai Road, Andheri (West),
Mumbai – 400 053, Maharashtra, India.
Registrar of Registrar of Companies, Maharashtra at Mumbai. For further information, see “General
Companies / RoC Information” on page 63
Audited Restated The restated financial statements of our Company, comprising of restated statement of assets
Financial Statements/ and liabilities as at for the financial years ended March 31, 2025, March 31, 2024 and March
Restated Financial 31, 2023, the restated statement of profit and loss, the restated statement of cash flows for the
Information/ Restated financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the
Financial Significant Accounting Policies and other explanatory information Prepared in accordance
Statements” with Section 26 of Part I of Chapter III of the Companies Act, 2013, the SEBI ICDR
Regulations, as amended and the Guidance Note on Reports in Company Prospectuses
(Revised 2019) issued by the ICAI as amended from time to time. and included in “Financial
Information” on page 204.
Senior Management Senior Management of our Company. For details see “Our Management” on page 176
Shareholder(s) Shareholders of our Company, from time to time
Selling Shareholders The selling shareholders to the Offer being Deven Mahendrakumar Shah and Rhetan Estate
Private Limited.
Subscribers to MOA Initial Subscribers to MOA.
Stakeholders The Stakeholders’ Relationship Committee of our Company. For details see described in “Our
Relationship Management – Corporate Governance” on page 181
Committee
Subsidiaries As on the date of this Prospectus, our Company does not have any Subsidiary.
Technopak Industry Report provider being Technopak Advisors Private Limited
“Technopak Report” Company commissioned Technopak Report titled “Industry Report on Wine and Spirits
or “Industry Report” Market in India” dated June 30, 2025
Whole Time Bhimji Nanji Patel being the Chairman and Whole Time Director of our Company. For details
Director(s) see “Our Management – Board of Directors” on page 176
Warehouses Our Company has 6 warehouses as mentioned below:
1. Unit 120, Administrative building, Arshiya FTWZ, Village Sai, Taluka Panvel, Raigad –
401 206, Maharashtra, India.
2. M/s Contegrate, Entrepot Private Limited, Survey no. 114/2-A, 114/22-J, 114/2-Z and
114/3 Near Mothi Jui Junction, Village Jui Tai: Uran, Raigad - 410205, Maharashtra,
India.
3. Dionysus Supply Chain Private Limited, Faarukhnagar, Village- Khentawas, Wazirpur,
Faarukhnagar, Gurgaon- 122 506, Haryana, India.
4. Custom Bounded Warehouse - M/s. Total Shipping and Logistics Pvt. Ltd., 16/19,
Telephone Exchange Road, Samalkha, New Delhi – 110037, India.
5. Custom Bonded Warehouse, No 88/3, Seegehalli Villags,Kadugodi Post, Landmark-
Near Whitefield Sports Center, Bangalore 560067, Karnataka India.
6. SEZ Plot No. E3, E5 and E7, Sector-7, JNPT SEZ, Behind JNPT Customs and PUB,
Uran, Raigad – 400702, Maharashtra, India.
Wilful Defaulter(s) or A person or an offeror/ issuer who or which is categorised as a wilful defaulter or a fraudulent
a Fraudulent borrower by any bank or financial institution (as defined under Companies Act, 2013) or
consortium thereof, in accordance with the guidelines on wilful defaulters issued by the
Borrower
Reserve Bank of India, as defined under Regulation 2(1)(111) of SEBI (ICDR) Regulations.
3Offer Related Terms
Term Description
Abridged Prospectus A memorandum containing such salient features of a prospectus as may be specified by SEBI
in this regard
Acknowledgement The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder as proof
Slip of registration of the Bid cum Application Form
Allot /Allotted/ Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the
Allotment of Equity Fresh Issue to successful Bidders
Shares
Allotment Advice Note or advice or intimation of Allotment sent to the 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 this Prospectus
Anchor Investor Price at which Equity Shares will be allocated to Anchor Investors in terms of the Red Herring
Allocation Price Prospectus and the Prospectus, which was decided by our Company in consultation with the
BRLM during the Anchor Investor Bidding Date
Anchor Investor Application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion
Application Form and which was considered as an application for Allotment in terms of the Red Herring
Prospectus and the Prospectus
Anchor Investor The day, being one Working Day prior to the Bid/Issue Opening Date, on which Bids by
Bid/Issue Period or Anchor Investors shall be submitted, prior to and after which the BRLM will not accept any
Anchor Investor Bids from Anchor Investors, and allocation to Anchor Investors shall be completed
Bidding Date
Anchor Investor Issue Final price at which the Equity Shares will be issued and Allotted to Anchor Investors in terms
Price of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher than
the Issue Price but not higher than the Cap Price. The Anchor Investor Issue Price was decided
by our Company in consultation with the BRLM
Anchor Investor Pay- With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the
In Date event the Anchor Investor Allocation Price is lower than the Issue Price, not later than two
Working Days after the Bid/Issue Closing Date
Anchor Investor Up to 60% of the QIB Portion which was allocated by our Company in consultation with the
Portion BRLM, 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
Applicant/ Investor Any prospective investor who makes application pursuant to the terms of the Red Herring
Prospectus and Application Form
Application An indication to make an offer during the Issue Period by an applicant, pursuant to submission
of Application Form, to subscribe for or purchase our Equity Shares at the Issue Price
including all revisions and modifications thereto, to the extent permissible under the SEBI
(ICDR) Regulations.
Application Amount The number of Equity Shares applied for and as indicated in the Application Form multiplied
by the price per Equity Share payable by the Applicants on submission of the Application
Form
Application Form The Form in terms of which an Applicant shall make an Application and which shall be
considered as the application for the Allotment pursuant to the terms of this Prospectus.
Application An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
Supported by Blocked authorize an SCSB to block the Bid Amount in the ASBA Account and will include
Amount / ASBA applications made by IIs using the UPI Mechanism where the Bid Amount will be blocked
upon acceptance of UPI Mandate Request by IIs using the UPI Mechanism
ASBA Account A bank account maintained by ASBA Bidders with an SCSB and specified in the ASBA Form
submitted by such ASBA Bidder in which funds will be blocked by such SCSB to the extent
of the specified in the ASBA Form submitted by such ASBA Bidder and includes a bank
account maintained by a Individual Investor linked to a UPI ID, which will be blocked by the
SCSB upon acceptance of the UPI Mandate Request in relation to a Bid by a Individual
Investor Bidding through the UPI Mechanism
4Term Description
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
ASBA Application Such branches of the SCSBs which shall collect the Application Forms used by the Applicants
Location(s)/ applying through the ASBA process and a list of which is available on
Specified Cities https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other
website as may be prescribed by SEBI from time to time.
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), Refund Bank(s), Sponsor Bank and Public Offer
Account Bank(s), as the case may be.
Bankers to the Offer Agreement dated July 07, 2025 entered into amongst the Company, Book Running Lead
Agreement Manager, the Registrar and the Bankers to the Offer
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as
described in “Offer Procedure” on page 332.
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 Bidding Date by an Anchor
Investor, pursuant to submission of the Anchor Investor Application Form, to subscribe to or
purchase the Equity Shares at a price within the Price Band, including all revisions and
modifications thereto as permitted under the SEBI ICDR Regulations.
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 Individual Bidder and mentioned in the Bid cum Application Form and
payable by the Bidder or blocked in the ASBA Account of the Bidder, as the case may be,
upon submission of the Bid in the Offer.
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
Bid cum Application Anchor Investor Application Form or the ASBA Form, as the context requires
Form
Bid Lot The Bid lot for the Equity Share is 800 and in multiples of 400 thereafter; subject to a
minimum allotment of 800 Equity Shares to the successful applicants.
Bid/Offer Closing Except in relation to any Bids received from the Anchor Investors, Friday, July 18, 2025
Date
Bid/ Offer Opening Except in relation to any Bids received from the Anchor Investors, Wednesday, July 16, 2025.
Date
Bid/ Issue Period Except in relation to Anchor Investors, the period between the Bid/ Issue Opening Date and
the Bid/ Offer Closing Date, inclusive of both days, during which Bidders (excluding Anchor
Investors) can submit their Bids, including any revisions thereof in accordance with the SEBI
ICDR Regulations and the terms of the Red Herring Prospectus.
Provided that the Bidding shall be kept open for a minimum of three Working Days for all
categories of Bidders, other than Anchor Investors.
Bidder / Applicant 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 ASBA Bidder and an Anchor Investor.
Bidding Centres Centres at which the Designated Intermediaries shall accept the Bid cum Application Forms
i.e. Designated SCSB Branch for SCSBs, Specified Locations for members of the Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated
CDP Locations for CDPs
Book Building The book building process as described in Part A, Schedule XIII of the SEBI ICDR
Process Regulations, in terms of which the Offer is being made.
Book Running Lead The book running lead manager to the Offer, namely Marwadi Chandarana Intermediaries
Manager” or Brokers Private Limited
“BRLM”
Broker Centre Broker centres notified by the Stock Exchange where ASBA Bidders can submit the ASBA
Forms, provided that RIBs may only submit ASBA Forms at such broker centres if they are
Bidding using the UPI Mechanism, to a Registered Broker and details of which are available
on the websites of the respective Stock Exchange. The details of such Broker Centres, along
with the names and the contact details of the Registered Brokers are available on the respective
5Term Description
websites of the Stock Exchange (www.bseindia.com and www.nseindia.com) and updated
from time to time.
BSE SME The SME Platform of BSE Limited for Listing of Equity Shares offered under Chapter IX of
SEBI (ICDR) Regulations.
Business Day Monday to Saturday (except 2nd and 4th Saturday of a month and public holidays)
CAN or Confirmation The notice or advice or intimation of allocation of the Equity Shares sent to Anchor Investors
of Allocation Note who have been allocated Equity Shares on / after the Anchor Investor Bidding Date.
Cap Price The higher end of the Price Band, i.e. ₹ 286 per Equity Share, 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.
Client ID Client identification number maintained with one of the Depositories in relation to the
Bidder’s beneficiary account.
Collection Centres Centres at which the Designated Intermediaries shall accept the ASBA account.
Collecting Depository A depository participant as defined under the Depositories Act, 1996 registered with SEBI
Participant or CDP and who is eligible to procure Bids at the Designated CDP Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI, as per the list
available on the websites of BSE and NSE, as updated from time to time.
Controlling Branches Such branches of SCSBs which co-ordinate Applications under this Offer made by the
of SCBs Applicants with the Lead Manager, the Registrar to the Offer and the Stock Exchange, a list
of which is provided on http://www.sebi.gov or at such other website as may be prescribed by
SEBI from time to time
Cut-Off Time For all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for
blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cutoff time
of 5:00 pm on after the Bid/Offer Closing Date.
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father/ husband,
investor status, occupation, PAN, DP ID, Client ID and bank account details and UPI ID,
where applicable.
Depository/ A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations,
Depositories 1996, as amended from time to time, being NSDL and CDSL.
Depository A depository participant as defined under the Depositories Act, 1996
Participant/ DP
Designated CDP Such locations of the CDPs where Bidders can submit the ASBA Forms, a list of which, along
Locations with names and contact details of the Collecting Depository Participants eligible to accept
ASBA Forms are available on the websites of the respective Stock Exchange
(www.bseindia.com and www.nseindia.com) as updated from time to time.
Designated Date The date on which funds are transferred from the Escrow Account to the Public Offer Account
or the Refund Account, as appropriate, or the funds blocked by the SCSBs are transferred
from the ASBA Accounts to the Public Offer Account, as the case may be, in terms of the
Red Herring Prospectus and the Prospectus, after the finalisation of the Basis of Allotment in
consultation with the Designated Stock Exchange, following which the Board of Directors or
IPO Committee may Allot Equity Shares to successful Bidders in the Offer.
Designated In relation to ASBA Forms submitted by IIs authorising an SCSB to block the Application
Intermediaries Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by IIs where the Application Amount will be blocked
upon acceptance of UPI Mandate Request by such RII using the UPI Mechanism, Designated
Intermediaries shall mean syndicate members, sub-syndicate members, Registered Brokers,
CDPs and RTAs.
In relation to ASBA Forms submitted by QIBs and NIBs, Designated Intermediaries shall
mean SCSBs, syndicate members, sub-syndicate members, Registered Brokers, CDPs and
RTAs.
Designated RTA Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs, a list of
Locations which, along with names and contact details of the RTAs eligible to accept ASBA Forms are
available on the respective websites of the Stock Exchange (www.bseindia.com and
www.nseindia.com) and updated from time to time.
Designated SCSB Such branches of the SCSBs which shall collect ASBA Forms, a list of which is available on
Branches the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
and updated from time to time, and at such other websites as may be prescribed by SEBI from
time to time.
6Term Description
Designated Stock SME platform of BSE Limited (“BSE SME”).
Exchange
Draft Red Herring The draft red herring prospectus dated April 14, 2025, issued in accordance with SME
Prospectus or DRHP platform of BSE Limited in accordance with the SEBI ICDR Regulations, which does not
contain complete particulars of the Offer, including the price at which the Equity Shares will
be Allotted and the size of the Offer, and includes any addenda or corrigenda thereto.
Eligible FPIs FPIs 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 Prospectus constitutes an
invitation to purchase the Equity Shares offered thereby.
Eligible NRIs NRI(s) eligible to invest under the relevant provisions of the FEMA Rules, on a non-
repatriation basis, 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
Prospectus will constitute an invitation to purchase the Equity Shares
Electronic Transfer of Refund through ECS, NEFT, Direct Credit of RTGS as applicable.
Funds
Escrow Account(s) Accounts opened with the Escrow Collection Bank(s) and in whose favour Anchor Investors
will transfer money through direct credit/ NEFT/ RTGS/NACH in respect of Bid Amounts
when submitting a Bid
Escrow Collection The banks which are clearing members and registered with SEBI as Bankers to an issue under
Bank(s) the BTI Regulations, and with whom the Escrow Account(s) will be opened, in this case being
Kotak Mahindra Bank Limited.
FII/ Foreign Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors)
Institutional Investors Regulations, 1995, as amended) registered with SEBI under applicable laws of India
First 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
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Fugitive Economic A fugitive economic offender as defined under the Fugitive Economic Offenders Act, 2018
Offender
Floor Price The lower end of the Price Band, i.e. ₹ 271 subject to any revision(s) thereto, 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 The fresh issue component of the Offer comprising of an issuance of up to 47,91,200 Equity
Shares of face value ₹ 10 each at ₹ 286 per Equity Share (including a premium of ₹ 276 per
Equity Share) aggregating up to ₹ 13,702.83 lakhs by our Company.
Foreign Venture Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture
Capital Fund Capital Investor) Regulations, 2000.
FPI/ Foreign Portfolio A Foreign Portfolio Investor who has been registered pursuant to the Securities and Exchange
Investors Board of India (Foreign Portfolio Investors) Regulations, 2014, provided that any FII who
holds a valid certificate of registration shall be deemed to be a foreign portfolio investor till
the expiry of the block of three years for which fees have been paid as per the SEBI (Foreign
Institutional Investors) Regulations, 1995, as amended
General Information The General Information Document for investing in public offers, prepared and issued in
Document or GID accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17,
2020 and the UPI Circulars, as amended from time to time. The General Information
Document shall be available on the websites of the Stock Exchange and the BRLM
Gross Proceeds The Offer proceeds from the Fresh Issue
IPO Initial Public Offering
KPI Key Performance Indicators
Listing Agreement The Equity Listing Agreement to be signed between our Company and the BSE Limited.
Market Maker Market Maker to the Offer, being Bhansali Value Creations Private Limited
Market Maker The agreement dated June 9, 2025 entered amongst our Company, the Selling Shareholders
Agreement and the Registrar to the Offer in relation to the Offer along with Supplementary deed dated
July 7, 2025
Market Maker The Reserved portion of upto 4,17,600 Equity shares of ₹ 10 each at an Issue Price of ₹ 286
Reservation Portion aggregating to ₹ 1,194.34 for Designated Market Maker in the Public Offer of our Company.
Mobile App(s) The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43
or such other website as may be updated from time to time, which may be used by IIs to
submit Bids using the UPI Mechanism
7Term Description
Mutual Fund Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996
Mutual Fund Portion Being 5% of the Net QIB Portion, or 54,000 Equity Shares, 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 The Gross Proceeds less our Company’s share of the Offer-related expenses applicable to the
Fresh Issue. For further details about use of the Net Proceeds and the Offer related expenses,
see “Objects of the Offer” on page 91
Net QIB Portion QIB Portion, less the number of Equity Shares Allotted to the Anchor Investors
Non-Institutional All Bidders, that are not QIBs or Individual Bidders and who have Bid for Equity Shares for
Investors or NII(s) or an amount of more than ₹ 0.20 million (but not including NRIs other than Eligible NRIs)
Non-Institutional
Bidders or NIB(s)
Non-Institutional The portion of the Offer being not less than 15% of the Net Offer comprising of 8,06,400
Portion Equity Shares which shall be available for allocation to NIIs in accordance with the SEBI
ICDR Regulations, to Non-Institutional Bidders, subject to valid Bids being received at or
above the Offer Price.
Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate
basis to Non-Institutional Bidders out of which (a) one-third of such portion shall be reserved
for applicants with application size of more than two lots and up to such lots equivalent to not
more than ₹10 lakhs; and (b) two third of such portion shall be reserved for applicants with
application size of more than ₹10 lakhs provided that the unsubscribed portion in either of
such subcategories could have been allocated to applicants in the other sub-category of Non-
Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation
to Individual Bidders (who applies for minimum application size) in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the issue Price.
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a)
or (b), may be allocated to applicants in the other sub-category of non-institutional investors.
Non-Resident or NR A person resident outside India, as defined under FEMA
NPCI NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for all retail
payments in India. It has been set up with the guidance and support of the Reserve Bank of
India (RBI) and Indian Banks Association (IBA).
OCB Overseas Corporate Body
Offer The initial public offer of up to 57,91,200^ Equity Shares of Face Value of ₹ 10 each (“Equity
Shares”) of our Company for cash at a price of ₹ 286 per Equity Share (including a share
premium of ₹ 276 per Equity Share) aggregating up to ₹ 16,562.83 lakhs comprising a Fresh
Issue of up to 47,91,200^ Equity shares of face value ₹ 10 each aggregating up to ₹ 13,702.83
lakhs by our company and Offer for Sale of up to 10,00,000^ Equity shares aggregating up to
₹ 2,860.00 lakhs comprising offer for sale of up to 5,45,600 Equity shares by Deven
Mahendrakumar Shah aggregating to ₹ 1,560.42 lakhs and up to 4,54,400 Equity shares by
Rhetan Estate Private Limited aggregating to ₹ 1,299.58 lakhs.
^Subject to finalisation of Basis of Allotment
Offer Agreement The agreement dated April 10, 2025 amongst our Company, the Selling Shareholders and the
BRLM, pursuant to the SEBI ICDR Regulations, based on which certain arrangements are
agreed to in relation to the Offer
Offer document Includes Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus to be filed
with Registrar of Companies.
Offer for Sale The offer for sale of up to 10,00,000 Equity Shares of face value ₹ 10 each aggregating up to
₹ 2,860.00 lakhs by the Selling Shareholders in the Offer
Offer Price ₹ 286 per Equity Share, being the final price within the Price Band, at which the Equity Shares
will be Allotted to successful Bidders other than Anchor Investors. Equity Shares will be
Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of the Prospectus.
The Offer Price was decided by our Company in consultation with the BRLM, in accordance
with the Book Building Process on the Pricing Date and in terms of the Prospectus.
Offered Shares Up to 10,00,000 Equity Shares of face value ₹ 10 each being offered by Selling Shareholders
as part of the Offer for Sale.
Other Investors Investors other than Individual Investors. These include individual applicants other than
individual investors and other investors including corporate bodies or institutions irrespective
of the number of specified securities applied for.
8Term Description
Person / Persons Any individual, sole proprietorship, unincorporated association, unincorporated organization,
body corporate, corporation, company, partnership, limited liability company, joint venture,
or trust or any other entity or organization validly constituted and/or incorporated in the
jurisdiction in which it exists and operates, as the context requires.
Price Band Price band of a minimum price of ₹ 271 per Equity Share (Floor Price) and the maximum
price of ₹ 286 per Equity Share (Cap Price) and includes any revisions thereof.
The Price Band and the minimum Bid Lot for the Offer was decided by our Company in
consultation with the Book Running Lead Manager, and advertised in all editions of English
national daily newspaper, Financial Express, all editions of Hindi national daily newspaper,
Jansatta and all editions of the Marathi daily newspaper Pratahkal (Marathi being the regional
language of Maharashtra, where our Registered and Corporate Office is located), each with a
wide circulation, at least two Working Days prior to the Bid/Offer Opening Date.
Pricing Date The date i.e. July 18, 2025 on which our Company in consultation with the BRLM, finalised
the Offer Price.
Prospectus The Prospectus dated July 18, 2025 to be filed with the Registrars of Companies (RoC) on or
after the Pricing Date in accordance with Section 26 and 28 of the Companies Act, 2013, and
the SEBI (ICDR) Regulations containing, inter alia, the Offer Price that is determined at the
end of the Book Building Process, the size of the Offer and certain other information,
including any addendum or corrigendum thereto
Public Offer Account The banks which are clearing members and registered with SEBI under the BTI Regulations,
Bank(s) with whom the Public Offer Account(s) will be opened for collection of Bid Amounts from
Escrow Account(s) and ASBA Accounts on the Designated Date, in this case being Kotak
Mahindra Bank Limited.
Public Offer Bank account to be opened in accordance with the provisions of the Companies Act, 2013,
Account(s) with the Public Offer Account Bank(s) to receive money from the Escrow Accounts and from
the ASBA Accounts on the Designated Date.
QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more than 50% of
the Offer, consisting of 26,85,600 Equity Shares which were allocated to QIBs, including the
Anchor Investors (which allocation were made available on a discretionary basis, as
determined by our Company in consultation with the BRLM 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 A qualified institutional buyer, as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers or QIBs Regulations. However, non-residents which are FVCIs and multilateral and bilateral
development financial institutions are not permitted to participate in the Offer.
Red Herring The red herring prospectus, including any corrigenda or addenda thereto, to be issued in
Prospectus or RHP accordance with Section 32 of the Companies Act, 2013 and the provisions of SEBI ICDR
Regulations, which will not have complete particulars of the price at which the Equity Shares
will be offered 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 after the Pricing
Date.
Refund Account(s) The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank, from which
refunds, if any, of the whole or part, of the Bid Amount to the Anchor Investors shall be made
Refund Bank(s) The Banker(s) to the Offer with whom the Refund Account(s) was opened, in this case being
Kotak Mahindra Bank Limited.
Registered Broker Stock-brokers registered with the Stock Exchange having nationwide terminals other than the
members of the Syndicate, and eligible to procure Bids in terms of the circular No.
CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI
Registrar Agreement The agreement dated April 10, 2025 entered 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 Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Transfer Agents or Designated RTA Locations as per the lists available on the website of BSE and NSE, and the
RTAs UPI Circulars
Registrar, or Registrar The Registrar to the Offer namely MUFG Intime India Private Limited (formerly known as
to the Offer Link Intime India Private Limited).
Regulations Unless the context specifies something else, this means the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018.
Resident Indian A person resident in India, as defined under FEMA
9Term Description
Reserved Category/ Categories of persons eligible for making applications under the Reservation Portion
Categories
Individual Bidders or Individual investors (including HUFs, in the name of Karta and Eligible NRIs) who applied
IB(s) or Individual for minimum application size.
Investors or II(s)
Individual Investor The portion of the Offer being not less than 35% of the Net Offer consisting of 18,81,600
Portion Equity Shares which shall be available for allocation to Individual Bidders in accordance with
the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price
Revision Form Form 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 Non-Institutional Bidders are not allowed to withdraw or lower their Bids
(in terms of quantity of Equity Shares or the Bid Amount) at any stage. Individual Bidders
Bidding in the Individual Investor Portion can revise their Bids during the Bid/Offer Period
and withdraw their Bids until Bid/Offer Closing Date
SEBI SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web-based
complaints redressal system launched by SEBI vide circular no. CIR/OIAE/1/2014 dated
December 18, 2014
SME Small and medium sized enterprises
SME Exchange SME Platform of BSE Limited i.e. BSE SME
Self-Certified The banks registered with SEBI, offering services: (a) in relation to ASBA (other than using
Syndicate Bank(s) or the UPI Mechanism), a list of which is available on the website of SEBI at
SCSB(s) https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34
and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35,
as applicable or such other website as may be prescribed by SEBI from time to time; and (b)
in relation to ASBA (using the UPI Mechanism), a list of which is available on the website
of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40,
or such other website as may be prescribed by SEBI from time to time.
Applications through UPI in the Offer can be made only through the SCSBs mobile
applications (apps) whose name appears on the SEBI website. A list of SCSBs and mobile
application, which, are live for applying in public issues using UPI Mechanism is provided as
Annexure ‘A’ to the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
26, 2019. The said list is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43,
as updated from time to time.
Specified Locations The Bidding centres where the Syndicate shall accept Bid cum Application Forms from
relevant Bidders, a list of which is available on the website of SEBI (www.sebi.gov.in) and
updated from time to time.
Share Escrow Agent Escrow agent to be appointed pursuant to the Share Escrow Agreement, namely MUFG Intime
India Private Limited.
Share Escrow The agreement to be entered into amongst our Company, the Selling Shareholders, and the
Agreement Share Escrow Agent for deposit of the Equity Shares offered by the Selling Shareholders in
escrow and credit of such Equity Shares to the demat account of the Allottees.
Sponsor Bank(s) The Banker(s) to the Offer registered with SEBI which is appointed by the Company to act as
a conduit between the Stock Exchange and the National Payments Corporation of India in
order to push the UPI Mandate Requests and / or payment instructions of the RIBs using the
UPI Mechanism and carry out any other responsibilities in terms of the UPI Circulars, in this
case being Kotak Mahindra Bank Limited.
Stock Exchange Unless the context requires otherwise, stock exchange refers to SME Platform of BSE Limited
(“BSE SME”).
Syndicate Agreement Agreement to be entered into among our Company, the Selling Shareholders, the BRLM, and
the Syndicate Members in relation to collection of Bid cum Application Forms by Syndicate
Syndicate or members Together, the BRLM and the Syndicate Members
of the Syndicate
TRS / Transaction The slip or document issued by the Designated Intermediary (only on demand), to the
Registration Slip Applicant, as proof of registration of the Application Form.
Underwriters Underwriter to the Offer being Marwadi Chandarana Intermediaries Brokers Private Limited.
Underwriting The agreement dated June 9, 2025 entered into amongst the Underwriter and our Company
Agreement on or after the Pricing Date, but prior to filing of the Prospectus
10Term Description
UPI Unified Payments Interface, which is an instant payment mechanism developed by NPCI
UPI Bidders Collectively, individual investors applying as IBs in the Individual Investor Portion, and
individuals applying as Non-Institutional Investors with a Bid Amount of up to ₹ 0.50 million
in the Non-Institutional Portion and Bidding under the UPI Mechanism through ASBA
Form(s) submitted with Syndicate Members, Registered Brokers, Collecting Depository
Participants and Registrar and Share Transfer Agents.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all
individual investors applying in public issues where the application amount is up to ₹ 0.50
million shall use UPI 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 Collectively, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November
1, 2018, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular
number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular
number SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020, SEBI circular number
SEBI/HO/CFD/DIL2/OW/P/2021/2481/1/M dated March 16, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI ICDR Master Circular no.
SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024, the RTA Master Circular
and SEBI master circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024
SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, along with the
circular issued by the National Stock Exchange of India Limited having reference no. 25/2022
dated August 3, 2022 and the circular issued by BSE Limited having reference no. 20220803-
40 dated August 3, 2022, and any subsequent circulars or notifications issued by SEBI and
Stock Exchange in this regard.
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI application, by way
of a SMS directing the UPI Bidder to such UPI application) to the UPI Bidder initiated by the
Sponsor Bank to authorise blocking of funds on the UPI application equivalent to Bid Amount
and subsequent debit of funds in case of Allotment
UPI Mechanism The Bidding mechanism that may be used by a UPI Bidder to make a Bid in the Offer in
accordance with the UPI Circulars
UPI PIN Password to authenticate UPI transaction
Wilful Defaulter A wilful defaulter, as defined under the SEBI ICDR Regulations
Working Day All days, on which commercial banks in Mumbai are open for business; provided however,
with reference to (a) announcement of Price Band; and (b) Bid/Offer Period, Working Day
shall mean all days except all Saturdays, Sundays and public holidays on which commercial
banks in Mumbai are open for business and (c) the time period between the Bid/Offer Closing
Date and the listing of the Equity Shares on the Stock Exchange, “Working Day” shall mean
all trading days of Stock Exchange, excluding Sundays and bank holidays in India, as per the
circulars issued by SEBI, including the SEBI UPI Circulars
Technical Terms
Term Description
CAGR Compounding Annual Growth Rate
RTD Ready to Drink Beverages
GDP Gross Domestic Product
FDI Foreign Direct Investment
US United States
GVA Gross Value Addition
CPI Consumer Price Index
MYEA Mid-Year Economic Analysis
WPI Wholesale Price Index
11Term Description
FCNR Foreign Currency Non-Resident
FY Financial Year
CSO Central Statistics Office’s
IMF International Monetary Fund
G-sec Government Securities
EPFO Employees’ Provident Fund Organisation
ESI Employee State Insurance
CSO Central Statistics Office’s
MOU Memorandum of Understanding
TFA Trade Facilitation Agreement
GST Goods & Services Tax
ASSOCHAM Associated Chambers of Commerce of India
DIPP Department of Industries Policy and Promotion
PSUs Private Sector Units
PMA Preferential Market Access
SEZ Special Economic Zone
INR Indian Rupee Rates
Industry Related Terms
Term Description
BAC Blood Alcohol Concentration
BII Bottled in India
BIO Bottled in Origin
CAGR Compound Annual Growth Rate
CBIC Central Board of Indirect Taxes and Customs
CIF Cost Insurance and Freight
Crs Crores
CY Calendar Year
DPIIT Department for Promotion of Industry and Internal Trade
ECTA Economic Cooperation and Trade Agreement
EDP Ex Distillery Price
EIU Economist Intelligence Unit
FLFPR Female Labour Force Participation Rate
FTAs Free Trade Agreements
FY Fiscal Year
GDP Gross Domestic Product
GI Geographical Indications
GNI Gross National Income
GST Goods & Services Tax
HS Harmonized System
IMF International Monetary Fund
IMFL Indian Made Foreign Liquor
INR Indian Rupee
LDA Legal Drinking Age
Mn Million
MOSPI Ministry of Statistics and Programme Implementation
MRP Maximum Retail Price
PFCE Private Final Consumption Expenditure
PLFS Periodic Labour Force Survey
PPP Purchasing Power Parity
RBI Reserve Bank of India
RTDs Ready to Drinks
UK United Kingdom
USA United States of America
12Term Description
USD United States Dollar
UTs Union Territories
WHO World Health Organisation
WIPO World Intellectual Property Organization
Yrs. Years
Conventional and General Terms or Abbreviations
Term Description
A/c Account
AGM Annual general meeting
AIF An alternative investment fund as defined in and registered with SEBI under the SEBI AIF
Regulations
B2B Business-to-Business
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Calendar Year / year Unless the context otherwise requires, shall refer to the twelve-month period ending
December 31
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and
clarifications made thereunder, as the context requires
Companies Act, 2013 Companies Act, 2013 and the rules, regulations, notifications, modifications and
/ Companies Act clarifications thereunder
Consolidated FDI The consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any
Policy amendments or substitutions thereof, issued from time to time
Contract Labour Act The Contract Labour (Regulation and Abolition) Act, 1970.
CSR Corporate social responsibility
Demat Dematerialised
Depositories Act Depositories Act, 1996 read with the rules and regulations thereunder
Depository / NSDL and CDSL
Depositories
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
DP / Depository A depository participant as defined under the Depositories Act
Participant
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India
EBITDA Earnings before interest, tax, depreciation and amortisation
EGM Extraordinary general meeting
EPS Earnings per share
EUR Euro
FAQs Frequently asked questions
FCNR Foreign currency non-resident account
FDI Foreign direct investment
FDI Circular or The Consolidated Foreign Direct Investment Policy bearing DPIIT file number 5(2)/2020-
Consolidated FDI FDI Policy dated October 15, 2020, issued by the Department of Promotion of Industry and
Policy Internal Trade, Ministry of Commerce and Industry, Government of India, and any
modifications thereto or substitutions thereof, issued from time to time
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations thereunder
FEMA Regulations Foreign Exchange Management (Transfer of Issue of Security by a Person Resident outside
India) Regulations, 2017
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
13Term Description
Financial Year / Period of twelve months ending on March 31 on that particular year, unless stated otherwise
Fiscal / FY / F.Y.
FI Financial institutions
FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI Regulations
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of
India (Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI
FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations,
2000
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Offender Economic Offenders Act, 2018.
GDP Gross domestic product
Central Government / Government of India
GoI
GST Goods and service tax
HUF Hindu undivided family
IT Act The Information Technology Act, 2000
I.T. Act The Income Tax Act, 1961
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards of the International Accounting Standards Board
Ind AS Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant
provisions of the Companies Act, 2013
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015
Indian GAAP Generally Accepted Accounting Principles in India, being, accounting principles generally
accepted in India including the accounting standards specified under Section 133 of the
Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IT Information technology
MCA Ministry of Corporate Affairs, Government of India
MCLR Marginal cost of fund-based lending rate
Mn / mn Million
MCA Ministry of Corporate Affairs, Government of India
N.A / NA Not applicable
NACH National Automated Clearing House
National Investment National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23,
Fund 2005 of the GoI, published in the Gazette of India
NAV Net asset value
NBFC Non-Banking Financial Companies
NBFC - SI Systemically important non-banking financial company as defined under Regulation 2(1)(iii)
of the SEBI ICDR Regulations.
NCLT National Company Law Tribunal
NEFT National electronic fund transfer
Negotiable The Negotiable Instruments Act, 1881
Instruments Act
Non-Resident A person resident outside India, as defined under FEMA
NPCI National payments corporation of India
NRE Account Non-resident external account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
NRI/ Non-Resident A person resident outside India who is a citizen of India as defined under the Foreign
Indian Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of India’
cardholder within the meaning of section 7(A) of the Citizenship Act, 1955
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
14Term Description
NSDL National Securities Deposit Limited
NSE National Stock Exchange of India Limited
OCB/ Overseas A company, partnership, society or other corporate body owned directly or indirectly to the
Corporate Body extent of at least 60% by NRIs including overseas trusts in which not less than 60% of the
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 the FEMA. OCBs are not allowed to invest in the
Offer
p.a. Per annum
P/E Ratio Price/earnings ratio
PAN Permanent account number allotted under the I.T. Act
PAT Profit After Tax
R&D Research and development
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RONW Return on net worth
Rs. / Rupees/ ₹ / INR Indian Rupees
RTGS Real time gross settlement
SCORES SEBI Complaints Redress System
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
Regulations
SEBI BTI Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
Regulations
SEBI FPI Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
Regulations
SEBI FVCI Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,
Regulations 2000
SEBI ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations Regulations, 2018
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
Regulations
SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations Regulations, 2015
SEBI Merchant Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Bankers Regulations
SEBI Mutual Funds Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
Regulations
SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations Regulations, 2011
SEBI SBEB Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations Regulations, 2021
SEBI VCF Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed
Regulations pursuant to SEBI AIF Regulations
Specified Securities Equity shares and/or convertible securities
State Government Government of a state of India
Stock Exchange Unless the context requires otherwise, refers to SME Platform of BSE Limited (“BSE SME”)
STT Securities transaction tax
TAN Tax deduction account number
TDS Tax deducted at source
U.S. Securities Act United States Securities Act of 1933, as amended
15Term Description
US GAAP Generally Accepted Accounting Principles in the United States of America
USA/ U.S/ US The United States of America
USD/ US$/ $ United States Dollars
VAT Value added tax
VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF
Regulations
Wilful Defaulter or Wilful defaulter or a fraudulent borrower as defined under Regulation 2(1)(III) of the SEBI
Fraudulent Borrower ICDR Regulations.
16CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references to “India” in this Prospectus are to the Republic of India and its territories and possessions and all
references herein 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 in this Prospectus to the “US”, “U.S.” “USA” or “United States” are to the United States of America
and its territories and possessions.
Unless indicated otherwise, all references to a year in this Prospectus are to a calendar year and references to a Fiscal
or a Fiscal Year are to the year ended on March 31, of that calendar year.
Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this Prospectus.
Time
All references to time in this Prospectus are to Indian Standard Time (“IST”).
Financial Data
Unless indicated or the context requires otherwise, the financial information and financial ratios in this Prospectus
are derived from our Restated Financial Information. The Restated Financial Information included in this Prospectus
comprise the restated statement of assets and liabilities as financial years ended March 31, 2025, March 31, 2024
and March 31, 2023, the restated statements of profit and loss and the restated cash flow statement for the financial
years ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of significant accounting
policies, and other explanatory information, together with the annexures and the notes thereto, prepared in
accordance with Section 26 of Part I of Chapter III of the Companies Act, 2013, the SEBI ICDR Regulations, as
amended and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI. See
“Summary of the Offer Document” and “Financial Information” on pages 22 and 204, respectively.
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March
31 of that particular calendar year and accordingly, all references to a particular financial year are to the 12-month
period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular
calendar year.
There are significant differences between Indian GAAP, Ind AS, IFRS and U.S. GAAP. Our Company has not
attempted to explain those differences or quantify their impact on the financial data included herein, and the investors
should consult their own advisors regarding such differences and their impact on the financial data. Accordingly,
the degree to which the restated financial statements included in the Prospectus will provide meaningful information
is entirely dependent on the reader's level of familiarity with Indian accounting practices. Any reliance by persons
not familiar with Indian accounting practices on the financial disclosures presented in the Prospectus should
accordingly be limited.
Certain figures contained in this Prospectus, including financial information, have been subject to rounding
adjustments. All decimals, including percentages, have been rounded off to two decimal points. In certain instances,
(i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum
of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column
or row. 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 Prospectus as rounded off to
such number of decimal points as provided in their respective sources.
17Unless otherwise indicated, any percentage amounts, as set forth in this Prospectus, including in the sections titled
“Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page 30, 142 and 274 respectively, have been calculated on the basis of the Restated
Financial Statements of our Company included in this Prospectus.
Currency and Units of Presentation
All references to “Rupee(s)”, “Rs.”, “₹” or “INR” are to Indian Rupees, the official currency of the Republic of
India.
All references to “$”, “US$”, “U.S. Dollars” or “USD” are to United States Dollars, the official currency of the
United States of America.
All references to the word “Lakh” or “Lac”, means “One hundred thousand” and the word “Million” means “Ten
Lakhs” and the word “Crore” means “Ten Million” and the word “Billion” means “One thousand Million”.
Exchange Rates
This Prospectus 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 the other currencies used in the Prospectus:
(in ₹)
Exchange rate
Currency
March 31, 2025 March 31, 2024 March 31, 2023
USD 85.58 83.36 82.21
Source: www.fbil.org.in
Note: Exchange rate is rounded off to two decimal point.
Industry and market Data
Unless stated otherwise, information pertaining to the industry in which our Company operates in, contained in this
Prospectus is derived from the Industry Report on Wine and Spirits Market in India (“Technopak Report”) on June
30, 2025 which has been exclusively commissioned and paid for by our Company, for the purpose of understanding
the industry in connection with this Offer, since no report is publicly available which provides a comprehensive
industry analysis, particularly for our Company’s services, that may be similar to the Technopak Report. This
Prospectus contains certain data and statistics from the Technopak Report, which is available on the website of our
Company at www.monikaalcobev.com.
Technopak Advisors Private Limited is an independent agency which has no relationship with our Company, our
Promoter, any of our Directors, Key Managerial Personnel, Senior Management or the Book Running Lead
Manager.
Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable but accuracy, completeness and
underlying assumptions of such third-party sources are not guaranteed. Although the industry and market data used
in this Prospectus is reliable, the data used in these sources may have been re-classified by us for the purposes of
presentation however, no material data in connection with the Offer has been omitted. Data from these sources may
also not be comparable. Further, Technopak Advisors Private Limited has confirmed that to the best of its knowledge
18no consent is required from any Government or other source from which any information is used in the Technopak
Report.
The Technopak Report is subject to the following disclaimer:
“Only leading players are profiled and benchmarked for the purpose of the report and does not necessarily cover
all types of players.
The information contained herein is of a general nature and is not intended to address the facts and figures of any
particular individual or entity. The content provided here treats the subjects covered here in condensed form. It is
intended to provide a general guide to the subject matter and should not be relied on as a basis for business
decisions. No one should act upon such information without taking appropriate additional professional advice
and/or thorough examination of the particular situation. Technopak and its directors, employees, agents and
consultants shall have no liability (including liability to any person by reason of negligence or negligent
misstatement) for any statements, opinions, information or matters (expressed or implied) arising out of, contained
in or derived from, or of any omissions from the information package and any liability whatsoever for any direct,
indirect, consequential or other loss arising from any use of this information package and/or further communication
in relation to this information package.”
For details of risks in relation to Technopak Report, see “Risk Factors – This Prospectus contains information from
an industry report which we have paid for and commissioned from Technopak Advisors Private Limited, appointed
by our Company exclusively for the purpose of the Offer. Technopak Advisors Private Limited is an independent
third-party entity and is not related to the Company, its Promoters or Directors in any manner whatsoever. There
can be no assurance that such third party statistical, financial and other industry information is either complete or
accurate.” on page 43 . Accordingly, no investment decision should be made solely on the basis of such information.
In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” beginning on page 104 includes information
relating to our peer group companies. Such information has been derived from publicly available sources specified
herein. Accordingly, no investment decision should be made solely on the basis of such information.
19FORWARD LOOKING STATEMENTS
This Prospectus contains certain statements which are not statements of historical facts and may be described as
“forward-looking statements”. These forward-looking statements generally can be identified by words or phrases
such as “aim”, “anticipate”, ‘are likely’, “believe”, “continue”, “expect”, “estimate”, “intend”, “will likely”,
“likely to”, “may”, “seek to”, “shall”, “objective”, “plan”, “project”, “propose”, “will”, “will continue”, “will
pursue”, “will achieve”, “can”, “could”, “goal”, “should” or other words or phrases of similar import. Similarly,
statements that describe our Company’s strategies, objectives, plans or goals are also forward-looking
statements. All statements regarding our expected financial conditions, results of operations, business plans and
prospects are forward-looking statements. However, these are not the exclusive means of identifying forward
looking statements. These forward-looking statements include statements as to our business strategy, plans,
revenue and profitability (including, without limitation, any financial or operating projections or forecasts) and
other matters discussed in this Prospectus that are not historical facts. However, these are not the exclusive means
of identifying forward looking statements.
These forward-looking statements are based on our current plans, estimates 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, expectations and assumptions about us that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining
to the industry in which our Company operates and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general
economic and political conditions in India and globally which have an impact on our business activities,
investments, or the industry in which we operate, the monetary and fiscal policies of India, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the
performance of the financial markets in India and globally, changes in domestic laws, regulations, taxes, changes
in competition in the industry in which we operate and incidents of any natural calamities and/or acts of violence.
Certain important factors that could cause actual results to differ materially from our Company’s expectations
include, but are not limited to, the following:
• Our industry operates under a complex licensing and excise framework, which is subject to evolving laws,
rules, and regulations, as well as legal uncertainties, including potential unfavorable interpretations of
corporate and tax laws.
• Dependence on exclusive distribution agreements and potential changes in market rights of our Company
may adversely affect our business.
• We have long-standing relationship with our suppliers for the spirits and wines we distribute and market and
an increase in the cost of, or a shortfall in the availability of such spirits and wines or our inability to leverage
existing or new relationships with our suppliers could have an adverse effect on our business and results of
operations.
• We are substantially dependent on the sales of our whisky and tequila which generated 71.97%, 65.77% and
59.33% of our revenue from operations from Fiscals 2025, 2024 and 2023. Any reduction in sales of these
products could have material adverse effect on our business, financial condition, results of operations and
prospects.
• We have had negative cash flows in the past and may have negative cash flows in the future
• Our success relies on our ability to strengthen and grow our brand portfolio, which is key to driving
consumer recognition and business growth.
• Any supply disruptions in our products could adversely and materially affect our business.
• Our insurance coverage may not be adequate or we may incur uninsured losses or losses in excess of our
insurance coverage which could have a material adverse impact on our financial condition
20• Consumer tastes and preferences are subject to change, and shifts in these preferences could lead to reduced
demand for our products. If we fail to adapt our offerings to evolving market trends, consumer preferences,
and spending behaviours, we may experience a decline in sales.
• Any delay in the collection of our dues and receivables from our clients may have a material and adverse
effect on our results of operations and cash flows.
For further discussion of factors that could cause the actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 30, 142 and 274, respectively. By their nature, certain market risk disclosures
are only estimates and could be materially different from what actually occurs in the future. As a result, actual
gains or losses could materially differ from those that have been estimated.
We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of our future performance.
Forward-looking statements reflect the current views of our Company as of the date of this Prospectus and are
not a guarantee of future performance. These statements are based on our management’s beliefs, assumptions,
current plans, estimates and expectations, which in turn are based on currently available information. Although
we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these
assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could
be incorrect.
Neither our Company, our Directors, our Promoter, the Book Running Lead Manager, the Selling Shareholders,
the Syndicate Members nor any of their respective affiliates or advisors 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 SEBI
requirements, our Company will ensure that investors in India are informed of material developments pertaining
to our Company and the Equity Share forming part of the Offer from the date of this Prospectus until the time of
the grant of listing and trading permission by the Stock Exchange. In accordance with the SEBI ICDR
Regulations, the Selling Shareholders shall ensure (through our Company) that the investors are informed of
material developments in relation to statements and undertakings specifically confirmed or undertaken by the
Selling Shareholders in relation to it and the Offered Shares from the date of this Prospectus, until the time of
the grant of listing and trading permission by the Stock Exchange for this Offer.
21SUMMARY OF THE OFFER DOCUMENT
The following is a general summary of the terms of the Offer included in this Prospectus and is not exhaustive, nor
does it purport to contain a summary of all the disclosures in this Prospectus when filed, or all details relevant to
prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more
detailed information appearing elsewhere in this Prospectus, including the sections titled “Risk Factors”, “The
Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our Promoter and
Promoter Group”, “Financial Information”, “Outstanding Litigation and Material Developments” and “Offer
Procedure” on pages 30, 56, 75, 91, 114, 142, 195, 204, 291 and 332 respectively of this Prospectus.
Summary of Primary business of our Company
Our Company is a leading player in the imported liquor sector, offering a diverse portfolio of premium and luxury
alcoholic beverages. (Source: Technopak Report). Our Company specialises on importing, sales, distribution, and
marketing for luxury spirits, wines, and liqueurs throughout India and the Indian Subcontinent including Travel
Retail Duty Free Shop. It provides complete supply chain solution through its robust distribution network. Founded
by Bhimji Nanji Patel and under the leadership of our Managing Director, Kunal Bhimji Patel, our Company has
consistently worked toward reshaping the alcoholic beverage landscape.
For further details please refer to the chapter titled ‘Our Business’ on page 142
Summary of the Industry in which our Company operates
India’s premium and luxury alco-beverage segment has demonstrated remarkable growth, reflecting shifting
consumer preferences toward premiumization. The market has expanded from INR 12,291 Crores in 2019 to INR
28,751 Crores in 2024 and is projected to reach INR 50,000 Crores by 2029, driven by a strong CAGR of 18.5%
(2019-24), followed by a sustained growth of 11.7% (2024-29). This upward trajectory has also led to a notable
increase in market share, rising from 5.6% in 2019 to 8.8% in 2024 and expected to hit 10.0% by 2029.
For further details please refer to the chapter titled ‘Industry Overview’ on page 114
Our Promoter
As on the date of this Prospectus, Bhimji Nanji Patel and Kunal Bhimji Patel are the Promoters of our Company.
For further details, see “Our Promoter and Promoter Group” on page 195.
Offer Size
Offer of Equity Up to 57,91,200 Equity Shares of face value of ₹ 10 each, aggregating up to ₹ 16,562.83
Shares1 lakhs
of which:
Up to 47,91,200 Equity Shares of face value of ₹ 10 each, aggregating up to ₹ 13,702.83
Fresh Issue
lakhs
Up to 10,00,000 Equity Shares of face value of ₹ 10 each, aggregating up to ₹ 2,860.00
Offer for Sale2
lakhs by the Selling Shareholders
Market Maker Up to 4,17,600 Equity Shares of face value of ₹10 each, aggregating up to ₹ 1,194.34
Reservation lakhs
Portion
Net Offer Up to 53,73,600 Equity Shares of face value of ₹ 10 each, aggregating up to ₹ 15,368.50
lakhs
Notes:
1. The Offer has been authorized by a resolution of our Board dated March 12, 2025, and the shareholders resolution dated March 17, 2025.
2. The Selling Shareholders have authorised the sale of the Offered Shares by way of their consent letter each dated March 12, 2025. The
Equity Shares being offered by the Selling Shareholders have been held for a period of at least one year immediately preceding the date of
22this Prospectus with SEBI and are eligible for being offered for sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR
Regulations. For details of authorizations received for the Offer for Sale, see “Other Regulatory and Statutory Disclosures” on page 302.
The above table summarises the details of the Offer. For further details of the Offer, see “The Offer” and “Offer
Structure” on pages 56 and 328, respectively.
The Offer shall constitute 27.00 % of the post offer paid up Equity Share capital of our Company.
Objects of the Offer
The Net Proceeds are proposed to be used by our Company in accordance with the details set forth below:
Estimated amount1
Particulars
(₹ in lakhs)
Funding working capital requirements of the Company 10,063.83
Pre-payment or repayment of certain outstanding borrowings availed by 1,145.00
our Company from Banks/Financials Institutions
General Corporate Purposes 776.73
Total 11,985.56
Notes:
1. To be finalised upon determination of the Offer Price. The amount to be utilized for general corporate purposes will not exceed 15% of the
Gross Proceeds or ₹ 1,000 lakhs whichever is lower.
For further details, see “Objects of the Offer” on page 91.
Aggregate Pre-Offer and Post-Offer shareholding of our Promoter, the Promoter Group (other than our
Promoter) and the Selling Shareholders as a percentage of the pre-Offer and post-Offer paid-up Equity Share
Capital
1. The aggregate pre-Offer shareholding of our Promoter, as a percentage of the pre-Offer paid-up Equity Share
capital of our Company is set out below:
Name of the Equity Shares of Percentage of pre- Equity Shares Percentage of
Shareholder face value of ₹ 10 Offer paid-up of face value post-offer
each equity share capital of ₹ 10 each paid-up equity
(%) share capital
(%)
Bhimji Nanji Patel 91,17,122 54.73 91,17,122 42.50
Kunal Bhimji Patel 42,00,000 25.21 42,00,000 19.58
Total 1,33,17,122 79.94 1,33,17,122 62.08
2. The aggregate pre-Offer and post-offer shareholding of the members of the Promoter Group (other than our
Promoter), as a percentage of the pre-Offer and post-offer paid- up Equity Share capital of our Company is set
out below:
Name of the Equity Shares of Percentage of pre- Equity Shares of Percentage of
Shareholder face value of ₹ 10 Offer paid-up face value of ₹ 10 post-offer paid-
each equity share capital each up equity share
(%) capital (%)
Dhara Kunal Patel 1,400 0.01* 1,400 0.01
Kanta Bhachu 1,400 0.01* 1,400 0.01
Chandat
Total 2,800 0.02 2,800 0.02
*Rounded off to near decimal
233. The aggregate pre-Offer shareholding of the Selling Shareholders, as a percentage of the pre-Offer paid- up
Equity Share capital of our Company is set out below:
Name of the Equity Shares of Percentage of pre- Equity Shares of Percentage of
Shareholder face value of ₹ 10 Offer paid-up face value of ₹ 10 post-offer paid-
each equity share capital each up equity share
(%) capital (%)
Deven 10,91,475 6.55 5,45,875 2.54
Mahendrakumar Shah
Rhetan Estate Private 9,09,545 5.46 4,55,145 2.12
Limited
Total 20,01,020 12.01 10,01,020 4.67
For further details, see “Capital Structure” on page 75.
AGGREGATE PRE- ISSUE SHAREHOLDING OF PROMOTER / PROMOTER GROUP AND
ADDITIONAL TOP 10 SHAREHOLDERS OF THE COMPANY AS AT ALLOTMENT
S. Pre-Issue Shareholding as on the date of this Post-Issue shareholding as at allotment
No Prospectus
Name of the No. of Percentage At the lower end of the At the upper end of the
Shareholders Equity of total price band price band
Shares Shareholding No. of Equity % of No. of Equity % of the
(%) Shares held the pre- Shares held pre-
Issue Issue
paid up paid up
Equity Equity
Share Share
capital capital
(A) Promoters
1. Bhimji Nanji Patel 91,17,122 54.73 91,17,122 42.50 91,17,122 42.50
2. Kunal Bhimji Patel 42,00,000 25.21 42,00,000 19.58 42,00,000 19.58
Total (A) 1,33,17,122 79.94 1,33,17,122 62.08 1,33,17,122 62.08
(B) Promoter Group
1. Dhara Kunal Patel 1,400 0.01* 1,400 0.01* 1,400 0.01*
2. Kanta Bhachu Chandat 1,400 0.01* 1,400 0.01* 1,400 0.01*
Total (B) 2,800 0.02 2,800 0.02 2,800 0.02
(C) Additional Top 10 shareholders
1. Deven 10,91,475 6.55 5,45,875 2.54 5,45,875 2.54
Mahendrakumar Shah
2. Rhetan Estate Private 9,09,545 5.46 4,55,145 2.12 4,55,145 2.12
Limited
3. Minerva Ventures 3,55,509 2.13 3,55,509 1.66 3,55,509 1.66
Fund
4. Karthik Sundar 1,77,758 1.07 1,77,758 0.83 1,77,758 0.83
5. Deepak Vashdev 1,12,000 0.67 1,12,000 0.52 1,12,000 0.52
Hemnani HUF
6. Kashyap Jayant Desai 1,12,000 0.67 1,12,000 0.52 1,12,000 0.52
7. Harshit Biren Gandhi 71,099 0.43 71,099 0.33 71,099 0.33
8. Nitinbhai Govindbhai 71,099 0.43 71,099 0.33 71,099 0.33
Patel
9. Rajiv Gupta 53,326 0.32 53,326 0.25 53,326 0.25
10. Ashika Global Finance 35,553 0.21 35,553 0.17 35,553 0.17
Private Limited
24S. Pre-Issue Shareholding as on the date of this Post-Issue shareholding as at allotment
No Prospectus
Name of the No. of Percentage At the lower end of the At the upper end of the
Shareholders Equity of total price band price band
Shares Shareholding No. of Equity % of No. of Equity % of the
(%) Shares held the pre- Shares held pre-
Issue Issue
paid up paid up
Equity Equity
Share Share
capital capital
Total (C) 29,89,364 17.94 19,89,364 9.27 19,89,364 9.27
Total (A+B+C) 1,63,09,286 97.90 1,53,09,286 71.37 1,53,09,286 71.37
*Rounded off to near decimal
Summary of Restated Financial Information:
(in ₹ lakhs except per share data)
Particulars As at and for the As at and for the As at and for the
Fiscal ended March Fiscal ended March Fiscal ended March
31, 2025 31, 2024 31, 2023
Equity Share Capital 1,665.88 228.59 200.00
Net Worth(1) 9,600.92 5,853.04 1,712.19
Total Borrowings(2) 17,409.64 12,315.72 7,205.74
Revenue from Operations(3) 23,614.87 18,920.00 13,977.98
Total Income 23,835.61 19,127.64 14,035.84
EBITDA(4) 4,619.49 3,214.43 2,467.48
EBITDA Margin (%)(5) 19.56 16.99 17.65
Profit after Tax (PAT)(6) 2,311.35 1,659.63 1,302.56
PAT Margin (%)(7) 9.79 8.77 9.32
Basic and diluted earnings per 13.94 11.58 9.30
share(8) (Face Value of ₹ 10 each)
(in ₹.)
Return on Net Worth(%)(9) 24.07 28.35 76.08
Net Asset Value per Equity 57.84 40.83 12.23
Share(10) (in ₹)
Notes:
1. Net Worth means the aggregate value of the paid up share capital and all reserves created out of the profits and securities premium account
and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure
and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write back of depreciation
and amalgamation, in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations;
2. Total borrowings represent sum of short-term and long-term borrowings;
3. Revenue from operations means revenue from operations as per the Restated Financial Statements;
4. EBITDA is calculated as Operating profit / (loss) before tax plus finance costs, depreciation and amortisation expense and less other
income;
5. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations;
6. Profit after Tax (PAT) for the year means the restated profit / (loss) for the year/ period after tax as per the Restated Financial Statements;
7. PAT Margin (%) for the year as a % of Revenue from Operations is calculated as restated profit / (loss) for the year/ period divided by
Revenue from Operation;
8. Basic earnings per share is calculated by dividing the restated profit or loss for the year/ period attributable to equity shareholders by the
weighted average number of Equity Shares outstanding during the year/ period; Diluted EPS (₹) = Diluted earnings is calculated by
dividing the restated profit/(loss) for the year / period attributable to equity shareholders of the company by the weighted average number
of Equity Shares outstanding during the year/ period as adjusted for the effects of all dilutive potential Equity Shares during the year/
period;
9. Return on net worth is calculated as restated profit/(loss) for the year/ period divided by net worth;
10. Net Asset Value per equity share is calculated as Net Worth as of the end of relevant year/ period divided by the Weighted number of equity
shares outstanding at the end of the year/ period. The Net Asset Value per share disclosed above is after considering the impact of bonus.
For further details, see “Financial Information – Restated Financial Statements” on page 204.
25Qualifications of the Auditors which have not been given effect to in the Restated Financial Information
There are no qualifications from the Statutory Auditors in the examination report that have not been given effect to
in the Restated Financial Information.
Summary of Outstanding Litigation and Material Developments
A summary of outstanding litigation proceedings of our Company, Directors, Promoter and Subsidiaries as disclosed
in “Outstanding Litigation and Material Developments” on page 291, in terms of the SEBI ICDR Regulations and
the materiality policy approved by our Board pursuant to resolution dated March 12, 2025 as of the date of this
Prospectus is set forth below:
(in ₹ lakhs, unless otherwise specified)
Name of the Criminal Tax Statutory or Disciplinary Material Aggregate
Entity Proceedings Proceedings Regulatory actions by Civil Amount
Proceeding the SEBI or Litigations* Involved)*
Stock *
Exchange
Company
By our - - - - - -
Company
Against our - 3 - - - 95.20
Company
Directors (other than promoter)
By our - - - - - -
Directors
Against our - 3 - - - 1.61
Directors
Promoters (other than directors)
By our - - - - - -
Promoter
Against our - - - - - -
Promoter
Key Managerial Personnel
By our Key - - - - - -
Managerial
Personnel
Against our - 1 - - - 0.52
Key
Managerial
Personnel
Senior Managerial Personnel
By our Senior - - - - - -
Managerial
Personnel
Against our - - - - - -
Senior
Managerial
Personnel
Group Companies
By our Group - - - - 1 397.32
Companies
Against our - - - - - -
Group
Companies
* In accordance with the Materiality Policy
**To the extent quantifiable
For further details, see “Outstanding Litigation and Material Developments” on page 291.
26For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” beginning on page 291.
Risk Factors
Specific attention of the investors is invited to “Risk Factors” on page 30. Investors are advised to read the risk
factors carefully before taking an investment decision in the Offer.
Summary of Contingent Liabilities
Except as mentioned below, our Company does not have any contingent liabilities:
(in ₹ lakhs)
Sr. Particulars For the financial For the financial For the financial
No. year ended year ended March year ended March
March 31, 2025 31, 2024 31, 2023
1. Claims against Company not 15.70 15.70 15.70
acknowledged as debts – Central
Sales Tax
2. Guarantees - - 2,450.00
3. Commitments – Estimated - - -
amount of contracts remaining to
be executed on capital and not
provided for
Total 15.70 15.70 2,465.70
Summary of Related Party Transactions
Summary of the related party transactions of our Company for the Financial Years ended March 31, 2025, March 31,
2024, and 2023, as per GAAP and AS 18 – Related Party Disclosures read with the SEBI ICDR Regulations, derived
from Restated Financial Information read with SEBI ICDR Regulations are set forth in the table below:
(In ₹ lakhs)
Name of the Nature of Transactions For the year For the For the
Party ended March financial financial
Sr. 31, 2025 year ended year
No. March 31, ended
2024 March
31, 2023
Dividend paid 80.00 80.00 -
Bhimji Nanji Loan taken by the company* 3889.08 1,371.75 1,953.40
1.
Patel Loan repaid by the company* 3500.71 2,900.27 2,272.62
Director's remuneration 67.80 - -
Dividend paid 60.00 60.00 -
Kunal Bhimji Loan taken by the company* - - 623.00
2.
Patel Loan repaid by the company* 446.85 101.50 516.70
Director's remuneration 57.60 - -
Dividend paid 0.02 0.02 -
Dhara Kunal
3. Loan repaid by the company - - 0.28
Patel
Dividend paid 59.92 59.92 -
Harshit
4.
Bhimji Patel
Loan repaid by the company* - - 23.84
27Name of the Nature of Transactions For the year For the For the
Party ended March financial financial
Sr. 31, 2025 year ended year
No. March 31, ended
2024 March
31, 2023
Ashish Remuneration to KMP# 16.53 - -
5. Manubhai
Mandaliya
Kalpesh Remuneration to KMP# 1.58 - -
6. Himmatram
Ramina
Cask Spirit Commission on sales (expense) - 11.39 30.80
7. Marketing
LLP
Infinity Sale of goods - - 29.76
8. Distillery and Purchase of goods 133.17 447.58 54.01
Brewery
Sales & Marketing fees- income - 665.00 -
Limited
Sale of goods 663.24 207.05 212.96
Storage charges (expenses) 573.63 180.00 120.00
Security deposit given - - 100.00
Infinity
Global Office Rent (expenses) 55.00 60.00 -
9.
Supply Chain Advance given to parties/ (adjusted) - 120.00 -
Limited Advance given to parties adjusted - 120.00 45.90
Expenses reimbursable/ (recoverable) 84.44 - (2.54)
Expenses recovered/ (reimbursed) by the Company (84.44) (2.13) 0.41
Sale of goods - 3,155.42 3,238.63
Global
10. Beverages Sales & Marketing fees- income - 0.50 -
Group LLP Advance given to parties/ (adjusted) - (222.10) 222.10
Dionysus - 1,573.29 -
11. Sale of goods
Bevtech LLP
James and - 14.62 -
Sons
12. Sale of goods
Distillery UK
Limited
Revolutionary - 540.05 -
13. Brands Sale of goods
Limited
James and - - 25.34
Sons
14. Purchase of goods
Distilleries
Limited
0.02 0.02 -
Kanta Dividend paid
15.
Chandat
Loan repaid by the company* - - 2.53
* On incorporation of the company on January 17, 2022, the current capital account balances of the partners in the predecessor partnership firm as
on January 16,2022 were taken over by Company as Unsecured loans. These are repaid subsequently by the Company.
For details of the related party transactions, see “Financial Information” beginning on page 204.
Financing arrangements
28There have been no financing arrangements whereby our Promoter, members of the Promoter Group, our Directors and
their relatives (as defined in Companies Act, 2013) have financed the purchase of any securities of our Company by any
other person other than in the normal course of the business of the financing entity during a period of six months
immediately preceding the date of this Prospectus.
Weighted Average Price at Which the Equity Shares were Acquired by Our Promoters in the One Year Preceding
the Date of this Prospectus
The weighted average price at which the Equity Shares have been acquired by our Promoters, in the one year preceding
the date of this prospectus is provided below
Name of Number of Equity Shares acquired in the last one year Weighted Average price
Promoters preceding the date of this Prospectus per equity share* (in ₹)
Bhimji Nanji Patel 83,17,122 Nil
Kunal Bhimji 36,00,000 Nil
Patel
*As Certified by M/s. Shah Gupta & Co, Chartered Accountants by way of their certificate dated July 08, 2025
Average cost of acquisition of Equity Shares of our Selling Shareholders
The average cost of acquisition per Equity Share of the Equity Shares held by our Selling Shareholders, as at the date of
this Prospectus, is set forth below:
Name Number of Equity Average cost of
Shares acquisition per Equity
Shares*(₹)
Selling Shareholders
Deven Mahendrakumar Shah 10,91,475 137.43
Rhetan Estate Private Limited 9,09,545 137.43
*As certified by M/s. Shah Gupta and Co, Chartered Accountants, by way of their certificate dated July 08, 2025
For further details of the acquisition of Equity Shares of our Promoter, see “Capital Structure” at page 75.
Details of Pre-IPO Placement
Our Company is not considering any pre-IPO placement of the Equity Shares of the Company.
Issue of Equity Shares for consideration other than cash in the last one year
Other than as disclosed in “Capital Structure” on page 75, our Company has not issued any Equity Shares for
consideration other than cash in the one year preceding the date of this Prospectus.
Split or Consolidation of Equity Shares in the last one year
Our Company has not undertaken any split or consolidation of Equity Shares in one year preceding the date of this
Prospectus.
Exemption from complying with any provisions of securities laws
Our Company has not made any application under Regulation 300(1)(c) of the SEBI ICDR Regulations for seeking an
exemption from complying with any provisions of securities laws by SEBI as on the date of this Prospectus.
29SECTION II – RISK FACTORS
Any investment in equity shares involves a high degree of risk. You should carefully consider all the information in this
Prospectus, including the risks, uncertainties and challenges described below, before making an investment in our Equity
Shares. The risks described below are not the only ones relevant to us or our Equity Shares or the industry in which we
operate. Additional risks and uncertainties not presently known to us or that we deem immaterial may also impair our
business, results of operations, financial condition or cash flows. In order to obtain a complete understanding about us,
you should read this section in conjunction with sections entitled “Our Business”, “Industry Overview” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 142, 114
and 274, respectively, as well as the other financial and statistical information contained in this Prospectus. If any or a
combination of the following risks, or other risks and uncertainties that are not currently known or are now deemed
immaterial, actually materialize, our business, financial condition, results of operations and prospects may suffer, the
trading price of our Equity Shares may decline, and all or part of your investment in our Equity Shares may be lost. Unless
otherwise stated, we are not in a position to specify or quantify the financial or other risks mentioned here.
Prospective investors should consult their tax, financial and legal advisors about the particular consequences of investing
in the Offer. Prospective investors should pay particular attention to the fact that our Company is incorporated under the
laws of India and is subject to a legal and regulatory environment, which may differ in certain respects from that of other
countries. 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.
This Prospectus also contains certain forward-looking statements that involve risks, assumptions, estimates and
uncertainties. Our actual results could differ from those anticipated in these forward- looking statements as a result of
certain factors, including the considerations described below and elsewhere in this Prospectus. For further information,
see section entitled “Forward-Looking Statements” on page 20.
Unless otherwise indicated, the financial information included herein is based on our Restated Financial Information
included in this Prospectus. For further information, see section entitled “Financial Information” on page 204. Unless the
context otherwise requires, in this section, references to “we”, “us”, or “our” refers to Monika Alcobev Limited on a
standalone basis and references to “the Company” or “our Company” refers to Monika Alcobev Limited on a standalone
basis.
Unless otherwise indicated, industry and market data used in this section has been derived from industry publications, in
particular, the report titled “Industry Report on Wine and Spirits Market in India” dated June 30, 2025 (the “Technopak
Report”) prepared and issued by Technopak Advisors Private Limited, appointed on February 21, 2025 and exclusively
commissioned and paid for by us in connection with the Offer. A copy of the Technopak Report will be available on the
website of our Company at www.monikaalcobev.com from the date of the Prospectus. There are no parts, data or
information (which may be relevant for the proposed issue), that has been left out or changed in any manner. Unless
otherwise indicated, financial, operational, industry and other related information derived from the Technopak Report and
included herein with respect to any particular year refers to such information for the relevant calendar year. For more
information, see section entitled “Risk Factors – This Prospectus contains information from an industry report which we
have paid for and commissioned from Technopak Advisors Private Limited, appointed by our Company exclusively for the
purpose of the Offer. Technopak Advisors Private Limited is an independent third-party entity and is not related to the
Company, its Promoters or Directors in any manner whatsoever. There can be no assurance that such third party statistical,
financial and other industry information is either complete or accurate” on page 43. Also see section entitled “Certain
Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data”
on page 17.
1. Our industry operates under a complex licensing and excise framework, which is subject to evolving laws, rules, and
regulations, as well as legal uncertainties, including potential unfavorable interpretations of corporate and tax laws.
The legal, regulatory, and policy landscape in which we operate is dynamic and subject to ongoing change. Our business
and financial performance could be negatively impacted by unfavorable amendments to, or interpretations of, existing
laws, or the introduction of new laws, rules, and regulations that affect our operations. These laws may include
restrictions on prohibition, licensing requirements, labelling mandates, and limitations on advertising.
Currently, consumption of alcoholic beverages is permitted in most parts of India, with the exceptions of Bihar, Gujarat,
Mizoram, and Nagaland. However, the imposition of prohibition in any state where we operate, or the enactment of
additional states restricting the sale or consumption of alcoholic beverages, could materially affect our business and
financial outlook.
30For instance, in December 2016, the Supreme Court of India imposed a blanket ban on the sale of alcohol at outlets
located along highways or within 500 meters of a highway. In August 2017, the Court clarified that these restrictions
would not apply within municipal areas.
We are also subject to the regulatory compliance requirements of various authorities in each state where we sell our
spirits and wines, including extensive regulation of the distribution and sale of consumable items, specifically alcoholic
beverages, by the Food Safety and Standards Authority of India (FSSAI) under the Food Safety and Standards Act,
2006 (“FSS Act”), as well as the excise departments and relevant state corporations. These authorities impose various
product safety, labelling, pricing, storage, transportation, and other operational requirements on our business.
The excise laws in India impose stringent requirements for labelling alcoholic beverages. Each state has its own specific
regulations regarding the information that must appear on the label of any alcoholic beverage manufactured and sold in
that state, and all product labels must be approved by the relevant authorities. As a result, we are required to produce
labels on a state-by-state basis for each of our products, obtaining approval for each one. This leads to additional costs
and prevents us from fully realizing the economies of scale that would arise from producing uniform labels.
Any regulatory actions, fines, or restrictions resulting from the enforcement of these existing laws or the introduction
of new regulations could have a material adverse impact on our business, operations, and financial performance.
Penalties for violations may vary in severity and could result in significant disruptions to our operations, potentially
leading to the suspension of manufacturing or sales in certain jurisdictions.
There can be no assurance that the state governments in India will not implement new regulations and policies that will
require us to obtain additional approvals and licenses from the Government and other regulatory bodies, or impose
onerous requirements, conditions, costs and expenditures on our operations. Any such changes and the related
uncertainties with respect to the implementation of any new regulations may have a material adverse effect on our
business, financial condition, results of operations and future cash flows. In addition, we may incur capital expenditures
to comply with the requirements of any new regulations, which may also materially harm our results of operations and
cash flows. Any changes to such laws may adversely affect our business, financial condition, results of operations,
future cash flows and prospects. Further, uncertainty in the applicability, interpretation or implementation of governing
laws, regulations or policies in the jurisdictions in which we operate, 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 impact
the viability of our current business or restrict our ability to grow our business in the future.
2. Dependence on exclusive selling rights and potential changes in market rights of our Company may adversely affect
our business.
Our Company has entered into exclusive arrangements with more than 70 brands through Letter of Authorities with
various international companies, granting us the exclusive rights to sell, distribute, and market different spirits and
wines across India and the broader Indian subcontinent. These exclusive selling rights are a cornerstone of our business
strategy, enabling us to establish a strong market presence and forge long-term relationships with both our suppliers
and customers in the region. Through these arrangements, we have been able to differentiate ourselves in the competitive
alcoholic beverage market and secure a significant share of the market.
However, these selling rights are subject to several risks that could potentially lead to modifications, renegotiations, or
even termination of our exclusive rights. There is no assurance that these exclusivity arrangements will remain in place
or unchanged over the long term. The terms of these agreements could be altered due to various factors, including shifts
in market dynamics, evolving consumer preferences, changes in regulatory frameworks, or strategic decisions by our
business partners, which may prioritize other regions or products. Additionally, our suppliers or international companies
may decide to pursue other distribution channels, or enter into direct agreements with competitors, further complicating
our position.
Moreover, external factors such as increasing competition, both from new entrants and established players, could place
additional pressure on the terms of our exclusive distribution rights. The introduction of new products, changes in the
global economic environment, or fluctuations in foreign exchange rates could influence the decisions of our business
partners, potentially affecting the continuation of our exclusive agreements. Additionally, evolving consumer
preferences and new market trends may encourage our partners to explore different distributors or channels, which
could lead to the reduction or loss of our exclusivity in key markets.
In the event of a modification, non-renewal, or termination of any of these agreements, our Company could lose
exclusive access to important products, which would have a significant adverse impact on our sales, market share, and
31overall profitability. Such a loss of exclusivity could open the door for competitors to distribute the same products,
leading to increased competition within our market segments. Furthermore, if our exclusive rights were granted to
additional parties or if competitors gained access to the same products in the same markets, we could face challenges
in differentiating our offerings and maintaining our competitive advantage.
Any change in the status of these exclusivity agreements could result in a material adverse effect on our business
operations, financial results, and our ability to sustain our competitive edge in the highly competitive alcoholic beverage
market. Such changes could impact our brand positioning, customer loyalty, and long-term profitability, ultimately
jeopardizing our market leadership and growth prospects.
3. We have long-standing relationship with our suppliers for the spirits and wines that we distribute and market. An
increase in the cost of, or a shortfall in the availability of such spirits and wines or our inability to leverage existing
or new relationships with our suppliers could have an adverse effect on our business and results of operations.
In the ordinary course of our business, we meet our supply requirements by procuring imported spirits and wines directly
from international manufacturers with whom we have established long-term relationships. As a distributor, we rely
heavily on these suppliers for the consistent and timely delivery of high-quality products that form the core of our
operations. These products are critical to our ability to serve our customers and maintain our competitive position in the
market.
However, while we have long-standing relationships with our suppliers, we do not typically enter into long-term
contracts or fixed-price agreements with them. This absence of formal contractual arrangements exposes us to potential
risks associated with price fluctuations, supply disruptions, and changes in the terms of supply. Without fixed-price
agreements, we are vulnerable to sudden increases in the cost of spirits and wines, driven by factors such as changes in
raw material costs, transportation fees, tariffs, or fluctuations in foreign exchange rates. Such price hikes could
significantly affect our profit margins, especially if we are unable to pass these additional costs onto our customers
through price increases.
Moreover, the lack of contractual guarantees leaves us exposed to the risk that suppliers may reduce or discontinue their
supply to us for various reasons, including changes in their own business strategies, production constraints, or financial
challenges. If we are unable to secure alternative suppliers in a timely or cost-effective manner, it could lead to inventory
shortages, delays in fulfilling customer orders, and potential loss of market share. This disruption could undermine our
reputation for reliability, potentially leading to customer dissatisfaction and loss of business.
In addition, external factors such as shifts in global supply chains, geopolitical events, trade restrictions, or changes in
import/export regulations could further complicate our ability to maintain a consistent and cost-effective supply of
products. Any disruption in the supply chain could have a cascading effect on our operations, leading to delays,
increased procurement costs, and operational inefficiencies.
While we have not faced significant supply disruptions in the past, we cannot guarantee that our relationships with
suppliers will remain stable, or that we will be able to negotiate favorable terms with new suppliers or secure continued
access to exclusive distribution rights for the products we distribute. If our suppliers decide to partner with other
distributors or shift their focus to different markets, we could lose access to certain products, which could have a material
impact on our ability to meet market demand and maintain sales volumes.
Failure to effectively manage these risks could materially affect our business operations, financial performance, and our
ability to sustain our competitive advantage in the spirit and wine distribution market. Any such disruption could result
in higher operational costs, inventory imbalances, or a loss of customer trust, all of which could harm our market
position and long-term profitability. Therefore, our dependence on supplier relationships and the absence of formal
contracts with them represents a significant risk that we must actively manage to avoid negative impacts on our business.
4. We are substantially dependent on the sales of our whisky and tequila which generated 71.97%, 65.77% and 59.33%
of our revenue from operations, Fiscals 2025, 2024 and 2023. Any reduction in sales of these products could have
material adverse effect on our business, financial condition, results of operations and prospects.
Our revenue and profitability remain substantially dependent on the sales of our whisky and tequila products. The table
below provides details of sale of whisky and tequila products in the years indicated therein:
32Category Fiscal
2025 2024 2023
Revenue As % of Revenue As % of Revenue As % of
from Revenue from Revenue from Revenue
operations from operations from operations from
(₹ in lakhs) operations (₹ in lakhs) operations (₹ in lakhs) operations
Whisky 8,664.23 36.69 6,175.39 34.23 4,175.99 30.40
Tequila 8329.52 35.28 5,689.86 31.54 3,974.55 28.93
Total 16,993.75 71.97 11,865.25 65.77 8,150.54 59.33
Our ability to further grow our business will depend on various factors, many of which are beyond our control. These
factors include, but are not limited to: customer loyalty to our existing and future whisky and tequila products; evolving
consumer preferences and our ability to adapt our business and operations; recruiting and training qualified personnel;
further strengthening our brands in new markets; competition in our markets; availability of financing at suitable terms
and conditions; and sourcing and managing the cost of our expansion and identifying suitable supply and delivery
resources.
Further, since launching new products is a continuous process which our management evaluates on a regular basis for
which no Board approval is sought or required under applicable laws. Our new whisky or tequila products, when
launched, may not meet the desired success, and there can be no assurance that these products will gain market
acceptance or meet the particular tastes or requirements of consumers. Further, we are currently evaluating various
proposals to further grow our presence in various markets.
In addition, production and sales of our whisky and tequila could be rendered uneconomical by regulatory or competitive
changes and may also be adversely affected by other factors, including increases in excise and other taxes, inability to
procure raw material supply, interruptions in production or distribution, marketing or pricing strategies of one or more
of our Company’s competitors, changes in consumer preferences or other factors.
5. We have had negative cash flows in the past and may have negative cash flows in the future
The following table sets out our cash flows derived from the Restated Summary Statements for the periods/ years
indicated:
(₹ in lakhs)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net Cash generated from/ (utilised in) operative (2,592.14) (5,363.60) (615.03)
activities
Net Cash used in investing activities (2,603.16) (1,348.67) 103.68
Net Cash generated from/ (utilised in) financing 5,201.90 6,725.60 (254.71)
activities
Negative cash flows over extended periods, or significant negative cash flows in the short term, could materially impact
our ability to operate our business and implement our growth plans. As a result, our cash flows, business, prospects,
results of operations and financial condition may be materially and adversely affected. We cannot assure you that our
net cash flow will be positive in the future.
For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Cash flows” on page 274.
6. Our success relies on our ability to strengthen and grow our brand portfolio, which is key to driving consumer
recognition and business growth.
Our brand and reputation are fundamental to attracting consumers to our products and distinguishing them from
competitors. We distribute and market premium spirits, wines and liqueurs brands under various categories, and with
these flagship brands playing a critical role in our strategy. Enhancing and expanding our brand presence is central to
adapting to the dynamic consumer landscape. However, as we expand into existing and new markets, consumers may
be unfamiliar with our brands, necessitating increased investments in promotional activities to build brand awareness
and drive product preference. In these markets, we may also face strong competition from other established brands.
We have incurred significant marketing expenditures to grow our brand recognition and consumer loyalty. However,
there can be no assurance that our branding efforts will succeed or result in sustained consumer acceptance.
33Furthermore, our success depends on maintaining and expanding our reputation as a premium spirits, wine and liqueurs
importer and distributor. If we are unsuccessful in maintaining our brand positioning, consumer perceptions, and market
acceptance, the overall success of our business, financial performance, and future prospects could be materially
adversely affected.
Our marketing success is also contingent on our ability to adapt to rapidly evolving marketing and media landscapes.
As of the Fiscals 2025, 2024, 2023, we invested ₹ 903.07 lakhs, ₹ 1874.23 lakhs and ₹ 1,420.50 lakhs in marketing
respectively consisting of 3.82%, 9.91% and 10.16% of our revenue from operations respectively. We regularly
organize promotional events targeted at specific consumer demographics and socio-economic segments with certain
financial assistance from the supplier. However, the effectiveness of these initiatives may not always align with our
expectations.
Public perception of our brands could be impacted by negative publicity or adverse social media commentary. This may
result from factors such as:
• An actual or perceived failure to meet high standards of quality, safety, ethical conduct, social responsibility, and
environmental sustainability across all operations.
• Concerns regarding the safety, quality, or integrity of our spirits and wines or the hospitality we provide at our
tasting rooms.
• Any failure to promote responsible alcohol consumption.
Our marketing strategies also include engaging influencers, maintaining an active social media presence, wine tasting
events, bar-takeovers, festivals and carnivals. Over time, the cost of forming relationships with influencers or sponsoring
events may rise, potentially impacting our margins. Additionally, any changes in social media platform policies,
algorithms, or cost structures could impair our ability to leverage these platforms effectively for marketing. If we fail
to adapt, optimize, or maintain the effectiveness of our marketing efforts, it could negatively affect our consumer
acquisition, retention, and overall financial performance.
7. Any supply disruptions in our products could adversely and materially affect our business.
Any disruption in the supply of the imported spirits and wines that we distribute and market could adversely and
materially affect our business. As an exclusive distributor and marketer of foreign spirits and wines from renowned
international brands, our operations are heavily reliant on the timely and consistent supply of these products from our
international suppliers. We do not manufacture these products ourselves, and as such, any delay, disruption, or shortage
in supply from our suppliers could lead to a significant impact on our inventory levels, sales performance, and customer
satisfaction.
Over the years, we have maintained strong relationships with our suppliers, ensuring the timely delivery of products.
However, we have not been immune to potential disruptions in the global supply chain, which can be caused by factors
such as geopolitical instability, regulatory changes, transportation challenges, or disruptions in production at the source.
In the previous years, we have not faced any major disruptions; however, there is no guarantee that we will continue to
be shielded from such risks in the future.
In Fiscals 2025, 2024, and 2023, our procurement volume from suppliers was valued at ₹ 20,963.80 lakhs, ₹ 16,359.74
lakhs and ₹ 9,805.40 lakhs, respectively, showing a steady supply flow. While we have not experienced significant
supply shortages, there is always the possibility that an unforeseen disruption could occur. Any such disruptions may
result in delays in the availability of our products, thereby impacting our ability to fulfill customer demand in a timely
manner. This could harm our brand reputation, reduce our market share, and negatively affect our financial performance.
In the event of supply disruptions, we may be unable to quickly secure alternative suppliers or negotiate new contracts
in a timely manner, potentially leading to a prolonged shortage of key products. Any failure to ensure an uninterrupted
supply chain could result in adverse effects on our sales, profitability, and overall business operations.
8. Our insurance coverage may not be adequate or we may incur uninsured losses or losses in excess of our insurance
coverage which could have a material adverse impact on our financial condition.
We have comprehensive insurance to protect our Company against various hazards, like marine cargo open policy,
standard fire and special perils, all risk policy and group accident guard policy. There can be no assurance that any
claim under the insurance policies maintained by us will be honoured fully, in part, or on time.
We could face liabilities or otherwise suffer losses should any unforeseen incident such as fire, flood, and accidents
affect our Warehouse facilities and/or our Registered Office. There are possible losses, which we may not have insured
34against or covered or wherein the insurance cover in relation to the same may not be adequate. We may face losses in
the absence of insurance and even in cases in which any such loss may be insured, we may not be able to recover the
entire claim from insurance companies. Any damage suffered by us in excess of such limited coverage amounts, or in
respect of uninsured events, not covered by such insurance policies will have to be borne by us. As on the aggregate
amount of the insurance policies obtained by us was ₹ 66,703.57 lakhs which constituted 386.33 % of our fixed assets
and inventory.
9. Consumer tastes and preferences are subject to change and shifts in these preferences could lead to reduced demand
for our products. If we fail to adapt our offerings to evolving market trends, consumer preferences, and spending
behaviours, we may experience a decline in sales.
The alcoholic beverage industry is highly sensitive to shifts in consumer preferences, tastes, and spending habits, which
can be influenced by a variety of factors, including cultural trends, economic conditions, and evolving societal values.
As our company is engaged in the exclusive distribution and marketing of foreign spirits and wines, including globally
recognized brands, we are exposed to the risk that changes in consumer behaviour may result in decreased demand for
our products.
Over time, consumer preferences can shift toward different types of alcoholic beverages, brands, or consumption habits.
For example, growing consumer demand for healthier lifestyles, wellness trends, and increased awareness of the
potential health effects of alcohol consumption may prompt consumers to reduce their alcohol intake or switch to lower-
alcohol, non-alcoholic, or craft beverages. These changes could cause a decline in demand for spirits and wines, directly
impacting the sales of products.
Moreover, changing cultural norms and social movements may influence consumers to favor brands that align with
sustainability, environmental consciousness, or ethical production practices. If our product offerings and marketing
strategies do not effectively address these preferences or fail to resonate with evolving consumer values, we may
experience a reduction in demand for our products. Failure to adapt to consumer desires for more sustainable or socially
responsible products could weaken our brand’s appeal and reputation.
Economic factors also play a significant role in consumer spending patterns. In periods of economic downturn or
financial uncertainty, consumers may become more price-sensitive and reduce their discretionary spending, opting for
lower-cost alcohol options instead of premium products. This shift in consumer spending behaviour could negatively
impact sales of higher-end spirits, as consumers may prioritize more affordable alternatives.
Additionally, the competitive landscape of the alcoholic beverage industry is continuously evolving, with new brands,
product innovations, and emerging market trends constantly reshaping consumer choices. If we fail to innovate or
diversify our offerings to meet these changing demands or respond to new competitors, we may lose our competitive
edge in the market. Without a timely and effective strategy to adapt to these shifts in consumer tastes, preferences, and
spending habits, our ability to maintain or grow market share could be severely limited.
In summary, our reliance on consumer demand for our products exposes us to significant risks related to changing
preferences and market trends. If we fail to anticipate or adequately respond to these changes, our sales may decline,
and our competitive position in the alcohol beverage and wine industries could be jeopardized, potentially impacting
our profitability, brand strength, and long-term business viability.
10. Any delay in the collection of our dues and receivables from our clients may have a material and adverse effect on
our results of operations and cash flows.
Our business depends on our ability to successfully collect payment from our clients of the amounts they owe us for the
products sold by us. The below table sets forth the details of the trade receivables:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Trade Receivable Days 157 185 188
Trade Receivables (₹ in lakhs) 10,187.88 9,588.79 7,208.17
Percentage from Revenue from 43.14 50.68 51.57
Operations (%)
We cannot assure you that we will be able to accurately assess the creditworthiness of our customers and will be able
to collect the dues in time. Macroeconomic conditions could also result in financial difficulties for our clients, including
limited access to the credit markets, insolvency or bankruptcy. Except as stated above, there have been no material
35instances of clients delaying payments, requesting to modify their payment terms, or defaulting on their payment
obligations to us, occurrence of any or all of the above may cause us to enter into litigation for non-payment, all of
which could increase our receivables. In any such case, we might experience delays in the collection of, or be unable to
collect receivables at all, and if this occurs, our results of operations and cash flows could be adversely affected. In
addition, if we experience delays in billing and collection, our revenue and cash flows could be adversely affected.
11. The loss of our key customers or significant reduction in sales of, or demand for our products from our significant
customers may adversely affect our business, results of operations and financial condition.
We generate a significant portion of our revenue from, and are therefore dependent on, certain key customers for a
substantial portion of our business. Set out in the table below is the contribution of our top 3, 5 and 10 customers to our
revenue from operations during the financial years 2025, Fiscal 2024 and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue As a % of Revenue As a % of Revenue from As a % of
from Revenue from Revenue from operations (₹ in Revenue from
operations from operations (₹ operations lakhs) operations
(₹ in lakhs) operations in lakhs)
Top 3 7,066.01 29.93 6,629.33 35.04 6,833.20 48.89
Customers
Top 5 10,026.12 42.46 8,508.51 44.97 8,969.99 64.17
Customers
Top 10 15,149.88 64.16 11,936.81 63.09 11,093.82 79.37
Customers
We do not have firm commitment long-term supply agreements with our customers and instead rely on purchase orders
and forecasts to govern the volume and other terms of our sales of products. Further, we do not have exclusivity
arrangements with our customers. Consequently, there is no commitment on the part of the customers to continue to
place new work orders with us and as a result, our sales from period to period may fluctuate significantly as a result of
changes in our customers’ vendor preferences and we may be unable to procure repeat orders from our customers.
Since we are significantly dependent on certain key customers for a significant portion of our sales, the loss of any one
of our key customers, a significant reduction in demand from such customers or the downturn in business by such
customers could have an adverse effect on our business, results of operations and financial condition. We may continue
to remain dependent upon our key customers for a substantial portion of our revenues.
12. We are exposed to foreign exchange risks, which could negatively impact our financial performance and results of
operations.
As a distributor and marketer of foreign spirits and wines in India, our operations are subject to fluctuations in foreign
exchange rates, as a significant portion of our revenues and costs are denominated in currencies other than the Indian
Rupee. This exposure arises from our dealings with international suppliers for certain brands of foreign spirits and
wines. Changes in the exchange rates between the Indian Rupee and foreign currencies can have a material impact on
our financial results, cash flows, and overall financial condition.
Fluctuations in exchange rates may affect the cost of purchasing goods from overseas suppliers, as the prices of these
imported products are typically denominated in foreign currencies. Adverse exchange rate movements could result in
higher procurement costs, which may negatively impact our profit margins. In addition, any revenue generated from
foreign markets, if applicable, could be adversely affected by exchange rate fluctuations when converted into Indian
Rupees, reducing the value of these revenues.
The following table provides an overview of the profit or loss due to foreign exchange fluctuations over the financial
years 2025, 2024 and 2023, highlighting how currency volatility has impacted our business:
(₹ in lakhs)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Profit/ Loss due to currency 62.58 167.22 (119.59)
fluctuations
To manage these risks, our Company may enter into hedging contracts to offset some of the impact of foreign exchange
fluctuations. However, these hedging strategies may not fully mitigate potential losses, and there is no assurance that
36such contracts will adequately cover all our foreign exchange exposures. Furthermore, hedging instruments come with
their own risks, including counterparty credit risk, and may not always be effective in minimizing potential losses from
unfavorable currency fluctuations.
It is also important to note that not all of our foreign exchange exposures can be fully hedged. There may be certain
transactions or exchange rate movements that fall outside the scope of our hedging strategies, leaving us exposed to
adverse currency fluctuations that could affect our profitability.
13. We do not have a formal hedging policy and accordingly, face foreign exchange risks that could adversely affect our
results of operations and cash flows.
Our business involves the import of premium and luxury alcoholic beverages from international markets, resulting in
foreign currency-denominated payables. Consequently, we are exposed to foreign exchange rate fluctuations, primarily
between the Indian Rupee and foreign currencies such as the U.S. dollar and the Euro. Any significant depreciation or
volatility in the value of the Indian Rupee may lead to an increase in procurement costs and adversely impact our
margins and profitability.
As of March 31, 2025, our unhedged foreign currency exposure stood at ₹ 16.14 lakhs. While we currently do not have
a formal hedging policy or a structured mechanism for monitoring and managing foreign exchange risks, we address
such exposures operationally through timely settlements, pricing flexibility, and natural hedging strategies wherever
feasible. This approach has been effective given our current scale of operations. However, there can be no assurance
that these measures will be sufficient to mitigate foreign exchange risks in the future. Any adverse movement in
currency exchange rates could materially affect our financial condition and results of operations.
14. Advertising of alcoholic beverage products is restricted in India and we are unable to advertise our products by
traditional means.
Advertising of alcoholic beverage products in the media is restricted in India under the Cable Television Networks
(Regulation) Amendment Act, 2002 and the Cable Television Network (Amendment) Rules, 2009. For details, see “Key
Regulations and Policies” on page 161.
The alcoholic beverage industry has historically been the focus of social and political attention in India as a result of
public concern over problems relating to alcohol abuse, including health consequences, drinking by persons under the
legal age and driving while under the influence of alcohol. As a result, we are unable to advertise our products by
traditional means. Instead, we rely on social media, word-of-mouth and other means of advertising such as organizing
of marketing campaigns, influencer marketing and exhibitions. These advertising activities are less effective than
traditional forms of direct advertising through the mass media. In addition, limitations on the forms in which we are
able to advertise and high-profile product launches could increase our advertising costs. Moreover, the inability to
launch national advertising campaigns is detrimental to the development of any business in the alcoholic beverage
industry, including ours.
15. We may be unable to increase the selling price of our products which could adversely affect our business, financial
condition, results of operations and prospects.
Prices of alcoholic beverages in India are controlled by respective State governments with varying tax structures leading
to high variation in prices across States. Each State has its own formula of deciding the prices of alcobeverage products.
Price is determined by two key factors: (i) ex distillery price (“EDP”) which covers the cost of production or cost of
importing; and (ii) state excise policies which specify duties, license fees, cess and surcharges, wholesale margin and
retail margin. Taxes and margin are calculated as a percentage of EDP. The contribution of taxes and margins
progressively decreases as the EDP moves up as per the category of product. One of the key challenges in the Indian
alco-beverage industry is revision of MRPs with increasing cost of production / importation. MRP revisions need to be
approved by the states as it is the prerogative of respective excise departments. While the window to revise MRPs in
many States is annual in nature, in some States such as Kerala and Telangana, revision of MRPs is a cumbersome and
time consuming process, even though cost of procurement may increase or decrease through the year. There are
exceptions like Maharashtra where MRPs can be revised through the year State excise departments typically approve
the lowest selling price and there is no assurance that we will be able to obtain approval from State governments to
increase prices at which our products are retailed. These restrictions reduce the potential size of the market available
for our business. Accordingly, our ability to increase the selling price of our products is limited and we may not be in a
position to unilaterally increase the selling price of our products. This also impacts our ability to pass on costs increase
that we face to end consumers on account of increase in input cost of raw materials and packaging materials or normal
inflationary costs. In the event there are changes in excise policies which results in higher excise costs or if we are
37unable to increase our prices sufficiently to offset our increased costs of manufacturing or on account of inflation, our
profit after tax and margins could decreased which could have an adverse effect on our business, prospects, financial
condition, results of operations and cash flows.
16. Our Company, and some of our Director(s) and Key Managerial Personnel are parties to certain legal proceedings.
Any adverse decision in such proceedings may have a material adverse effect on our business, results of operations
and financial condition.
As on date of this Prospectus, a summary of outstanding litigation proceedings involving our Company as disclosed in
“Outstanding Litigation and Material Developments” on page 291, in terms of the SEBI ICDR Regulations and the
materiality policy approved by our Board pursuant to a resolution dated March 12, 2025, is provided below:
(₹ in lakhs)
Sr. Name of Entity Criminal Tax Statutory/ Disciplinary Material Aggregate
No. Proceedings Proceedings Regulatory Actions by Civil amount
Proceedings the SEBI or Litigation* involved**
Stock
Exchanges
against our
Promoter
1. Company
By the Company - - - - - -
Against the Company - 3 - - - 95.20
2. Directors (Other than Promoters)
By the Directors - - - - - -
Against the Directors - 3 - - - 1.61
3. Promoters
By the Promoters - - - - - -
Against the Promoters - - - - - -
4. Group Company
By the Group - - - - 1 397.32
Company
Against the Group - - - - - -
Company
5. Key Managerial Personnel
6. By the Key Managerial - - - - - -
Personnel
7. Against the Key - 1 - - - 0.52
Managerial Personnel
8. Senior Managerial Personnel
9. By the Senior - - - - - -
Managerial Personnel
10. Against the Senior - - - - - -
Managerial Personnel
*In accordance with the materiality policy
**To the extent quantifiable
We cannot assure you that any of the outstanding litigation matters will be settled in our favour, or that no additional
liability will arise out of these proceedings. In addition to the above, we could also be adversely affected by complaints,
claims or legal actions brought by persons, including before consumer forums or sector-specific or other regulatory
authorities in the ordinary course or otherwise, in relation to our services, our technology and/or intellectual property,
our branding or marketing efforts or campaigns or our policies. We may incur significant expenses in such legal
proceedings and we may have to make provisions in our financial statements, which could increase our expenses and
liabilities. Any adverse decision may adversely affect our business, results of operations and financial condition.
17. We have certain contingent liabilities, which if they materialise, may adversely affect our financial condition, cash
flows and results of operations.
As on March 31, 2025, our Restated Financial Statements disclosed the following contingent liabilities:
(₹ in lakhs)
Sr. No. Particulars As on March 31, 2025
1. Claims against Company not acknowledged as debts – Central Sales Tax 15.70
Total 15.70
3818. Our Company has been unable to file Form FC-GPR in relation to the issuance of our equity shares in to a person
resident outside India and cannot assure you that this matters will be resolved
The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations,
2000 require a company to report any issuance of shares or convertible debentures in accordance with these regulations
in Form FC-GPR within 30 days of such issuance. Our Company in the past has filed Form FC-GPR for the issuance
of 1,016 Equity Shares to Rajeev Kumar on December 11, 2024. While our Company had initially initiated the process
for filing Form FCGPR, our filing was rejected by Kotak Mahindra Bank as the valuation report attached was older
than 90 days. Our company subsequently rectified the error and resubmitted the FC-GPR form along with payment of
the applicable late submission fees, in accordance with the Reserve Bank of India (RBI) Notification No. RBI/2022-
23/122 dated September 30, 2022 with a valid and updated valuation report. Any adverse outcome in relation to this
non-compliance may impact the Company’s ability to raise further FDI, restrict access to certain regulatory approvals,
or adversely affect its reputation with stakeholders, including existing and potential investors. It may also lead to
increased scrutiny from regulatory authorities in future foreign investment transactions. Further, we may be required to
file a compounding application before the RBI in this regard post filing of Form FC-GPR.
19. Our company issued shares at an increased valuation in the financial year 2025. However, there can be no assurance
that such increased valuation could be sustained going forward.
There was an increase in the valuation of our Company with respect to the allotments made during the financial year
2025, with the per share value increased from Rs. 962 as of January 31, 2024, to Rs. 1,969 as of October 29, 2024, and
December 11, 2024 based on the valuation reports obtained by the company considering the industry trend in that period
which was driven by a combination of factors such as improvements in the Company’s financial performance, a positive
market outlook and growth in the premium segment of Indian alcoholic beverage industry. For instance, the average
EV/EBITDA multiple of the Indian alcoholic beverage industry increased by 38.7%, and the median multiple increased
by 74.2%, as of September 30, 2024, compared to September 30, 2023. and our Company’s EBITDA showed a growth
of 37.6% during the aforesaid period. However, such valuation levels are subject to various internal and external
variables and may not be sustained in the future.
20. Our financing agreements impose certain restrictions on our operations, and our failure to comply with operational
and financial covenants may adversely affect our business and financial condition.
As per the Restated Financial Statements, we have total borrowings (long term and short term including current
maturity) outstanding amounting to ₹ 17,409.64 lakhs, ₹ 12,315.72 lakhs and ₹ 7,205.74 lakhs as on the and Fiscals
2025, 2024 and 2023 respectively. Some of our financing arrangements impose restrictions on the utilization of the loan
for certain specified purposes only, such as for the purposes of meeting specific capital expenditure, working capital
use and related activities.
We are required to obtain prior consent from the lender prior to undertaking certain matters including any change in the
capital structure, promoter shareholding, promoter directorship resulting in change in management control, opening a
new current account with any other bank, change in name or trade name of the Company, effect any dividend payout in
case of delay in debt servicing or breach of any financial covenants, change in accounting standards and accounting
year, amendments in our Company’s constitutional documents and enter into any scheme of merger, amalgamation,
compromise or reconstruction or do a buy back. Further, in terms of security, we are typically required to create a charge
over our movable fixed assets (present and future) and/ or our immovable properties. Our financing agreements also
generally contain certain financial covenants including the requirement to maintain, among others, specified debt-to
equity ratios. In addition, lenders under our credit facility could foreclose on and sell our assets if we default under our
credit facilities. For further details, see “Financial Indebtedness” beginning on page 285 of this Prospectus.
If we are unable to comply with the covenants and conditions set forth in our financing agreements, or if we fail to
obtain the necessary consents from our lenders, this could result in an event of default under such agreements. This may
give our lenders the right to enforce their security, accelerate repayment, or impose additional restrictions on our
operations, which could adversely impact our business, financial condition, and cash flows. Additionally, failure to
comply with these covenants may restrict our ability to raise further financing, which could limit our growth prospects
and operational flexibility.
21. Our Company has declared dividends during the Fiscal 2024 and 2025. Our ability to pay dividends in the future
will depend upon our future earnings, financial condition, cash flows, working capital requirements and capital
expenditures
39Our ability to pay dividends in the future will depend on our earnings, financial condition, future cash flows, working
capital requirements, capital expenditure and restrictive covenants of our financing arrangements. The declaration and
payment of dividends will be recommended by the Board of Directors and approved by the Shareholders, at their
discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act,
2013.
Except as stated below, our Company has not declared and paid any dividend on the Equity Shares in any of the 3
(three) Financial Years preceding the date of this Prospectus and up to the date of this Prospectus.
Particulars March 31, 2025* March 31, 2024 March 31, 2023
No. of Equity Shares 1,66,58,761 22,85,860 20,00,000
Face value per equity share (in ₹) 10 10 10
Aggregate Dividend (₹ in lakhs) 233.22 228.59 200.00
Dividend per Equity Share (in ₹) 1.40 10 10
Rate of Dividend (%) 14% 100% 100%
Dividend Distribution Tax (in ₹) Nil Nil Nil
Mode of Payment of Dividend Direct Bank Credit Direct Bank Credit Direct Bank Credit
*On June 12, 2025, a dividend of Rs. 1.40 per equity share (Face value of 10/- each) was recommended by the Board of Directors which is subject
to shareholders approval in the Annual General Meeting. If approved, there would be cash outflow amounting to approximately 233.22 Lakhs
(including Tax Deducted at source).
*As certified by M/s Shah Gupta & Co., Chartered Accountants, Statutory Auditor vide their certificate dated July 08, 2025
We may retain all future earnings, if any, for use in the operations and expansion of the business. As a result, we may
not declare dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends
will be at the discretion of our Board and will depend on factors that our Board deems relevant, including among others,
our future earnings, financial condition, cash requirements, business prospects and any other financing arrangements.
We cannot assure you that we will be able to pay dividends in the future. Accordingly, realization of a gain on
Shareholders’ investments will depend on the appreciation of the price of the Equity Shares. There is no guarantee that
our Equity Shares will appreciate in value. For details of dividend paid by our Company in the past, see “Dividend
Policy” on page 203.
22. There have been certain delays in payment of statutory dues in the past. Any delay in payment of statutory dues in
future, may result in the imposition of penalties and in return may have an adverse effect on our business, financial
condition and results of operations
Our Company is required to pay certain statutory dues including employee provident fund contributions and employee
state insurance contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and the
Employees’ State Insurance Act, 1948, respectively, GST, Professional Taxes and Labour Welfare Fund. In compliance
with the provisions of the Income-tax Act, we are also required to deduct taxes at source at prescribed rates.
There have been certain instances of delays in payment of statutory dues in the past by our Company, which have been
belatedly paid by us with an additional fee or an interest. The details of such delays are set out below:
(₹ in lakhs)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Interest on TDS 2.20 3.86 -
Interest on TCS 0.46 1.13 -
Interest on VAT 5.54 3.76 138.22
Interest on CST 0.17 0.08 0.64
Interest on Custom Duty 1.91 - -
Late fees on GST 0.36 - -
Late Fee on VAT 0.08 0.09 0.46
Late Fee on CST 0.08 0.09 0.40
While our Company has subsequently made payment of all pending dues, we cannot assure you that there will not be
any delays in the future. Any delay in payment of statutory dues in future, may result in the imposition of penalties and
in turn may have an adverse effect on our business, financial condition, results of operation and cash flows.
4023. Our business operations require significant working capital. If we experience insufficient cash flows to meet required
payments on our working capital requirements, there may be an adverse effect on the results of our operations.
Our business operation requires significant working capital specifically for fulfilling procurement obligations of our
products, payment of tax and duties levied by statutory bodies, extensive credit terms with the customers and strict
credit terms of the suppliers. The working capital requirements of our Company is as under:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Working Capital (₹ in 22,276.06 16,132.89 8,162.01
lakhs)
Working Capital Days 344 311 213
The working capital was funded through from internal accruals and external borrowings. However, we cannot assure
you that our bankers will not implement new credit policies, adopt new pre-qualification criteria or procedures, raise
interest rates or add restrictive covenants in loan agreements, some or all of which may significantly increase our
financing costs, or prevent us from obtaining financings totally. All of these factors may increase in working capital
requirements and if we experience insufficient cash flows to meet required payments on our working capital
requirements, there may have an adverse effect on our financial condition, cash flows and results of operations.
24. We require a number of approvals, licenses, registration and permits for our business and failure to obtain or renew
them in a timely manner may adversely affect our operations.
Our business operations may require various statutory and regulatory permits, licenses, and approvals, which are
necessary for the distribution and marketing of foreign spirits, wines, and related products. Some of these permits,
licenses, and approvals have already been obtained by our Company, while others are in the process of being applied
for or renewed. Many of these approvals are granted for fixed periods and require periodic renewal to remain valid.
As on the date of this Prospectus, 1 application for registration have been made under the Karnataka Shops and
Commercial Establishment Act,1961. If our Company does not obtain the Shops and Establishments license, it may be
considered non-compliant with Karnataka Shops and Commercial Establishment Act,1961 and may be subject to
penalties. However, the absence of this license does not materially impact the Company’s ongoing business operations.
There is no guarantee that the relevant authorities will issue, renew, or approve these permits and licenses within the
anticipated time frame, or at all. Delays in the issuance or renewal of required permits, or the refusal to grant such
permits, could significantly hinder our ability to conduct our business operations in a timely and efficient manner.
Additionally, any cancellations, suspensions, or revocations of such permits, licenses, or approvals could disrupt our
operations, causing delays or even halting certain business activities.
Any failure on our part to timely apply for, renew, or maintain the necessary permits, licenses, or approvals, or any
unforeseen regulatory changes or challenges to obtaining the required approvals, could lead to operational interruptions.
Such disruptions could have a material adverse effect on our ability to distribute and market our products, affecting our
sales, profitability, and overall business performance. Furthermore, delays or refusals in obtaining permits or approvals
could also damage our reputation and standing with customers, distributors, and regulatory authorities.
In addition, changes in applicable laws, regulations, or government policies may result in new requirements or
constraints, making it more difficult to obtain or maintain the necessary regulatory approvals to operate. As a result,
there is an inherent risk that our business operations could be negatively impacted if we are unable to navigate these
regulatory complexities effectively.
For more details on the specific regulatory landscape and approvals relevant to our business, please refer to the chapters
titled “Key Regulations and Policies” and “Government and Other Approvals” on pages 161 and 296, respectively, of
this Prospectus.
25. We are dependent on third party transportation providers for delivery of products to us from our suppliers and
delivery of products to our customers. Any failure on part of such service providers to meet their obligations could
have a material adverse effect on our business, financial condition and results of operation.
The success of our business relies heavily on the seamless and efficient movement of products from our suppliers to
our warehouse, and subsequently from our warehouse to our clients. The supply chain and transportation processes are
integral to our ability to meet customer demand and deliver products in a timely and reliable manner. However, these
processes are subject to a range of risks and uncertainties that could negatively impact our operations.
41Transportation of goods is vulnerable to a variety of potential disruptions, including accidents, natural disasters, adverse
weather conditions, and logistical inefficiencies. Such events could cause delays in the delivery of our products,
resulting in the inability to fulfill customer orders within the expected time frame. Additionally, products may be lost,
damaged, or otherwise compromised during transit due to factors like mishandling, theft, or exposure to unfavorable
conditions, which would affect both our financial position and customer satisfaction
Delays in product delivery can also affect our business operations, potentially leading to missed sales opportunities,
increased operational costs, and strained relationships with clients. A failure to consistently deliver products on time
and in proper condition could result in reputational damage, customer dissatisfaction, and a decline in repeat business,
all of which could adversely affect our overall business performance.
Furthermore, disruptions in the supply chain—such as shortages of raw materials, production delays, or issues with
transportation infrastructure—could lead to an inability to maintain a steady supply of products. This may result in
stockouts, which could harm our ability to meet market demand and cause potential revenue losses.
Ultimately, any failure to ensure the continuous and efficient movement of products through the supply chain or delays
in transportation could have significant negative consequences on our financial results, operational efficiency, and
customer relationships. As such, the smooth operation of our supply chain and the reliable delivery of products are
critical to the success of our business. If we fail to manage these risks effectively, it could lead to a material adverse
impact on our financial condition and business operations.
26. We are dependent upon the experience and skill of our Promoters, Key Managerial Personnel and Senior
Management Personnel for conducting our business and undertaking our day to day operations. The loss of or our
inability to retain, such persons could materially and adversely affect our business performance.
Our business is dependent upon our Promoters, Key Managerial Personnel, and Senior Management Personnel, who
oversee and supervise our day-to-day operations, strategy and growth of our business. For details pertaining to the
profile of our Directors please refer to heading titled ‘Brief Biographies of our Directors’ in chapter ‘Our Management’
on page 176 of this Prospectus and for details pertaining to the Key Management Personnel and Senior Management
Personnel of our Company and their respective functions, please refer to chapter ‘Our Management’ on page 176 of
this Prospectus.
In the event, any of our Promoters or one or more members of our Key Managerial Personnel and Senior Management
Personnel are unable or unwilling to continue in their present positions, it would be challenging for us to replace such
person in a timely and cost-effective manner or at all. There can be no assurance that we will be able to retain or replace
these personnel. As on the date of this Prospectus, we have 4 Key Managerial Personnel and 2 Senior Management
Personnel. The loss of any of these personnel or our inability to replace them may restrict our growth prospects, affect
our ability to make strategic decisions and to manage the overall running of our operations, which would have a material
adverse impact on our business, results of operations, financial position and cash flows
27. Our Directors do not have any prior experience of being a director in any other listed company in India and this may
present certain potential challenges for our Company and in the event of any material non-compliance where our
Directors are held liable and responsible, we may have to appoint new directors
Our current Board comprises five directors which includes one Chairman and Whole Time Director, one Managing
Director and three Independent Directors. Except for the Independent Directors, none of our Directors are currently a
director in any other listed company in India. While our Board members are qualified and have relevant experience in
their respective fields, not having any significant experience of being a director in any other listed company in India
may present certain potential challenges for our Company. In the event of any material non-compliance where our
Directors are held liable and responsible, we may have to appoint new directors or replace our current Directors, which
could be time consuming and may involve additional costs for our Company. For further details, see “Our Management”
on page 176 of this Prospectus.
28. There are certain delays in the secretarial filings which may be subject to regulatory actions and penalties.
Our Company is required to comply with various statutory filing requirements under applicable corporate laws,
particularly those governed by the Ministry of Corporate Affairs (MCA) and Registrar of Companies (RoC). These
filings include disclosures, reporting of corporate actions, and submission of statutory returns and resolutions within
prescribed timelines. Despite our efforts to maintain compliance, certain delays may occur due to administrative
oversight, dependencies on external stakeholders, or evolving regulatory interpretations.
42Such delays in secretarial filings may expose the Company and its officers to regulatory scrutiny and actions, including
warnings, show cause notices, or penal proceedings. While our Company endeavors to address any discrepancies at the
earliest, even unintentional non-compliance can affect the Company’s corporate standing, increase the cost of
compliance, and potentially delay other business processes that rely on regulatory approvals or clearances.
The instances of delayed filings are set out below:
Sr. No. Form Number Number of days delay
1. INC 34 30
2. CHG-1 39
3. PAS 6 for the half year ended September, 2023 30
4. INC 34 32
5. DPT-3 26
6. AOC-4 22
7. DIR-12 2
8. MGT-7 1
9. MGT-14 2
The Company is taking proactive steps to improve its internal compliance tracking systems and has engaged qualified
professionals to ensure timely filings. However, there can be no assurance that all such filings will be completed within
the statutory deadlines on a consistent basis.
29. This Prospectus contains information from an industry report which we have paid for and commissioned from
Technopak Advisors Private Limited, appointed by our Company exclusively for the purpose of the Offer. Technopak
Advisors Private Limited is an independent third-party entity and is not related to the Company, its Promoters or
Directors in any manner whatsoever. There can be no assurance that such third party statistical, financial and other
industry information is either complete or accurate.
This Prospectus includes industry-related information that is derived from the industry report titled “Industry Report
on Wines and Spirits Market in India” issued on June 30, 2025 (“Technopak Report”), prepared by Technopak
Advisors Private Limited, appointed by our Company exclusively for the purpose of the Offer. We commissioned and
paid for this report for the purpose of confirming our understanding of the industry exclusively for the purpose of the
Offer. The Technopak Report shall be available on the website of our Company at www.monikaalcobev.com in
compliance with applicable laws. Our Company, our Promoters, and our Directors are not related to Technopak
Advisors Private Limited in any manner whatsoever.
Technopak Advisors Private Limited has advised that while it has taken adequate care to ensure the accuracy and
completeness of the Technopak Report, it believes that the Technopak Report presents a true and fair view of the global
and Indian industry within the limitations of, among others, secondary statistics and primary research, and it does not
purport to be exhaustive. The commissioned report also highlights certain industry and market data, which may be
subject to assumptions. There are no standard data gathering methodologies in the industry in which we conduct our
business, and methodologies and assumptions vary widely among different industry sources. Further, such assumptions
may change based on various factors. Additionally, some of the date and information in the Technopak Report are also
based on discussions/conversation with industry sources. Neither our Company (including our directors) and the BRLM
can assure you that Technopak Advisors Private Limited assumptions are correct or will not change and, accordingly,
our position in the market may differ, favourably or unfavourably, from that presented in this Prospectus. Further, the
commissioned report is not a recommendation to invest or disinvest in our Company. Prospective Investors are advised
not to unduly rely on the commissioned report or extracts thereof as included in this Prospectus, when making their
investment decisions.
30. Our Company has undertaken an issuance of bonus Equity Shares in the past. However, we cannot assure you that
our Company will be able to undertake an issuance of bonus Equity Shares in the future.
Pursuant to Section 63 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder, a
company may issue bonus shares to its shareholders. Our Company has in the past authorized the issuances of bonus
shares to its shareholders. For further details, please refer to heading titled ‘Notes to Capital Structure’ and sub-heading
titled ‘History of Equity Share capital of our Company’ in the chapter titled ‘Capital Structure’ on page 75 of this
Prospectus.
43In the event our Company issues bonus shares to its shareholders in the future out of the Company’s free reserves or
the capital redemption reserve. Such issuance of bonus shares may result into depletion of the funds standing to the
credit of free reserves or the capital redemption reserve. Any future issuance of bonus equity shares, if proposed to be
undertaken, will depend upon internal and external factors, including but not limited to, profits earned, results of future
earnings, capital structure, financial condition, capital expenditures and applicable Indian legal restrictions. There can
be no assurance that our Company will be able to undertake bonus issuance of bonus equity shares in the future.
31. Our Company has in the past entered into related party transactions and may continue to do so in the future. There
can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our
Company’s financial condition and results of operations
Our Company has entered into various transactions with certain related parties. The table below sets forth the total
amount of our related party transactions in the ordinary course of business for the Fiscal stated:
(₹ in lakhs)
Name of the Nature of Transactions For the year For the For the
Party ended March financial financial
Sr. 31, 2025 year ended year
No. March 31, ended
2024 March
31, 2023
Dividend paid 80.00 80.00 -
Bhimji Nanji Loan taken by the company* 3889.08 1,371.75 1,953.40
1.
Patel Loan repaid by the company* 3500.71 2,900.27 2,272.62
Director's remuneration 67.80 - -
Dividend paid 60.00 60.00 -
Kunal Bhimji Loan taken by the company* - - 623.00
2.
Patel Loan repaid by the company* 446.85 101.50 516.70
Director's remuneration 57.60 - -
Dividend paid 0.02 0.02 -
Dhara Kunal
3. Loan repaid by the company - - 0.28
Patel
Dividend paid 59.92 59.92 -
Harshit
4.
Bhimji Patel
Loan repaid by the company* - - 23.84
Ashish Remuneration to KMP# 16.53 - -
5. Manubhai
Mandaliya
Kalpesh Remuneration to KMP# 1.58 - -
6. Himmatram
Ramina
Cask Spirit Commission on sales (expense) - 11.39 30.80
7. Marketing
LLP
Infinity Sale of goods - - 29.76
8. Distillery and Purchase of goods 133.17 447.58 54.01
Brewery
Sales & Marketing fees- income - 665.00 -
Limited
Sale of goods 663.24 207.05 212.96
Storage charges (expenses) 573.63 180.00 120.00
Infinity Security deposit given - - 100.00
Global
9. Office Rent (expenses) 55.00 60.00 -
Supply Chain
Advance given to parties/ (adjusted) - 120.00 -
Limited
Advance given to parties adjusted - 120.00 45.90
Expenses reimbursable/ (recoverable) 84.44 - (2.54)
44Name of the Nature of Transactions For the year For the For the
Party ended March financial financial
Sr. 31, 2025 year ended year
No. March 31, ended
2024 March
31, 2023
Expenses recovered/ (reimbursed) by the Company (84.44) (2.13) 0.41
Sale of goods - 3,155.42 3,238.63
Global
10. Beverages Sales & Marketing fees- income - 0.50 -
Group LLP Advance given to parties/ (adjusted) - (222.10) 222.10
Dionysus - 1,573.29 -
11. Sale of goods
Bevtech LLP
James and - 14.62 -
Sons
12. Sale of goods
Distillery UK
Limited
Revolutionary - 540.05 -
13. Brands Sale of goods
Limited
James and - - 25.34
Sons
14. Purchase of goods
Distilleries
Limited
0.02 0.02 -
Kanta Dividend paid
15.
Chandat
Loan repaid by the company* - - 2.53
For information on all our related party transactions, see “Financial Information on page 204 of this Prospectus
While we trust that all such transactions are conducted on arm’s length basis, there can be no assurance that we could
not have achieved more favourable terms than the transactions entered into with related parties and are not prejudicial
to the interest of our Company. It is likely that we will continue to enter into related party transactions in the future.
Some of these transactions may require significant capital outlay and there can be no assurance that we will be able to
make a return on these investments. Although all related party transactions that we may enter into will be subject to
Audit Committee, Board or shareholder approval, as may be required under the Companies Act, 2013 and the SEBI
Listing Regulations, as applicable, we cannot assure you that such transactions, individually or in the aggregate, will
perform as expected/ result in the benefit envisaged therein, or that we could not have undertaken such transactions on
more favorable terms with any unrelated parties. There can be no assurance that conflicts of interest will not arise which
could negatively impact our business and prospects. Further, there can be no guarantee that we will be able to address
any such conflicts of interest, that may arise in the future, in our favour.
32. Any downgrade in our credit ratings in the future may increase interest rates for refinancing our borrowings, which
would increase our cost of borrowings, and adversely affect our ability to borrow on a competitive basis.
The cost and availability of capital depends in part on our short-term and long-term credit ratings. Credit ratings reflect
the opinions of ratings agencies on our financial strength, operating performance, strategic position and ability to meet
our obligations. Our credit ratings for our outstanding debt instruments as on March 31, 2025 are set out below:
Rating Agency Date Instruments Credit Rating
Acuite Ratings & Research October 24, 2024 Working Capital Loan Acuite A3 (Short term)
Limited Acuite BBB-|Stable (Long term)
Infomerics Valuation and June 25, 2024 Working Capital Loan IVR A3 (Short term)
Rating Private Limited IVR BBB- Stable (Long term
While we have not witnessed any downgrade, withdrawal or rejection (non-acceptance) in our credit ratings during the
last three Financial Years, any downgrade in our credit ratings could increase borrowing costs, resulting in an event of
default under certain of our financing arrangements and adversely affect our access to capital. In addition, it could
increase the probability of our lenders imposing additional terms and conditions to any financing or refinancing
45arrangements we enter into in the future. The ratings provided by credit rating agencies may be suspended, withdrawn
or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These
ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. These
instances could adversely affect our business, results of operations, financial condition and cash flows, with any
downgrade in the future potentially impacting our ability to raise debt and equity capital.
33. A portion of the Net Proceeds may be utilised for repayment or prepayment of certain loan facilities availed by our
Company
We propose to repay or pre-pay certain loan facilities availed by our Company from Bank from the Net Proceeds. For
details see “Objects of the Offer” on page 91.
The loan facilities to be prepaid or repaid will be selected based on a range of various factors, including (i) any
conditions attached to the loan facilities restricting our ability to repay or prepay the loan facilities and time taken to
fulfil such requirements, (ii) levy of any prepayment penalties and the quantum thereof, (iii) receipt of consents for
prepayment, (iv) provisions of any laws, rules and regulations governing such loan facilities, and (v) other commercial
considerations including, among others, the amount of the loan outstanding and the remaining tenor of the loan.
While a voluntary prepayment or scheduled re-payment of a portion of certain outstanding loan facilities will help
reduce our outstanding indebtedness and debt servicing costs, assist us in maintaining a favourable debt to equity ratio
and enable utilisation of our internal accruals for further investment in business growth and expansion, the repayment/
pre-payment will not result in the creation of any tangible assets for our Company.
34. We have availed unsecured loans that may be recalled at any time
As of March 31, 2025, we have availed unsecured loans aggregating ₹ 1,012.02 lakhs from our related parties. Our
unsecured loans can typically be recalled at any time. There can be no assurance that the lenders will not recall such
borrowings or if we will be able to repay loans advanced to us in a timely manner or at all. In the event that any lender
seeks a repayment of any such loan, we would need to find alternative sources of financing, which may not be available
on commercially reasonable terms, or at all. As a result, if such unsecured loans are recalled at any time, it may adversely
affect our financial condition and results of operations.
35. Changes in the social perception of alcohol beverage consumption or regulations related to alcohol could adversely
affect our alcohol beverages business.
In recent years, there has been increased public and political attention directed at the alcohol beverage industry. This
attention is a result of public concern over alcohol related problems, including drunk driving, underage drinking, peer
pressure to consume alcohol and health consequences resulting from excessive consumption of alcohol beverages.
Negative publicity regarding alcohol consumption, publication of studies that indicate a significant health risk from
consumption of alcohol beverages, or changes in consumer perceptions in relation to alcohol beverages generally could
also adversely affect the sale and consumption of our products and could harm our business, results of operations or
financial condition as consumers and customers change their purchasing patterns. For example, in recent times, globally
there is an emerging consumption trend wherein end users are shifting towards non-alcoholic and low-alcohol drinks
due to the impact of alcohol on health and in the event there is a shift in end users focus towards zero or low alcohol
alternatives in India, this may impact our business, revenue and financial condition.
Our business is subject to evolving social attitudes toward the consumption of alcoholic beverages. A shift in public
opinion against alcohol consumption—driven by health concerns, increased awareness of alcohol-related social issues,
or changing cultural norms—could lead to reduced demand for our products. Additionally, heightened advocacy by
health organizations or policy shifts aimed at discouraging alcohol use may result in more restrictive laws and
regulations, including increased taxation, limitations on advertising, reduced hours of sale, or more stringent labelling
requirements. Such changes could negatively impact our marketing strategies, sales volumes, and profitability. We
cannot predict the nature, scope, or timing of any future changes in social perception or regulation, and any such
developments could materially and adversely affect our business, financial condition, and results of operations.
36. Our Promoters and members of our Promoter Group will be able to exercise significant influence and control over
us after the Offer and may have interests that are different from or conflict with those of our other shareholders
As on the date of this Prospectus, our Promoters and Promoter Group collectively hold 79.96% of the pre-issue paid-
up Equity Share capital of our Company. Post-Offer, the Promoters will continue to collectively hold substantial
shareholding in our Company. For details of their shareholding pre and post-Offer, see “Capital Structure” on page 75.
46By virtue of their shareholding, our Promoters will have the ability to exercise significant control and influence over
our Company and our affairs and business, the timing and payment of dividends, the adoption of and amendments to
our Memorandum and Articles of Association, the approval of a merger or sale of substantially all of our assets and the
approval of most other actions requiring the approval of our shareholders. The interests of our Promoters may be
different from or conflict with our interests or the interests of our other shareholders in material aspects and, as such,
our Promoters may not make decisions in our best interests.
37. The Offer Price, market capitalization to total revenue multiple and price to earnings ratio based on the Offer Price
of our Company, may not be indicative of the market price of the Equity Shares on listing or thereafter.
The Offer Price of the Equity Shares is proposed to be determined through a book-building process. The market price
of the Equity Shares, market capitalization to total revenue multiple and price to earnings ratio based on the Offer Price
may be subject to significant fluctuations in response to, among other factors, variations in our operating results, market
conditions specific to the industry we operate in, developments relating to India, volatility in securities markets in
jurisdictions other than India, variations in the growth rate of financial indicators, variations in revenue or earnings
estimates by research publications, and changes in economic, legal and other regulatory factors. Consequently, the price
of our Equity Shares may be volatile, and you may be unable to resell your Equity Shares at or above the Offer Price,
or at all. There has been significant volatility in the Indian stock markets in the recent past, and our Equity Share price
could fluctuate significantly because of market volatility. A decrease in the market price of our Equity Shares could
cause investors to lose some or all of their investment.
38. The average cost of acquisition of Equity Shares held by our Promoters could be lower than the Offer Price.
Our Promoters’ average cost of acquisition of Equity Shares in our Company may be lower than the Offer Price as may
be decided by the Company, in consultation with the Book Running Lead Manager. The details of the average cost of
acquisition of Equity Shares held by our Promoters, as at the date of the Prospectus is set out below:
Sr. No. Name Number of Equity Shares Average cost of acquisition
per equity share (in ₹)
1. Bhimji Nanji Patel 91,17,122 0.88
2. Kunal Bhimji Patel 42,00,000 1.43
*As certified by M/s. Shah Gupta & Co., Chartered Accountants by way of their certificate dated July 08, 2025
For more details regarding weighted average cost of acquisition of Equity Shares by our Promoters and build-up of
Equity Shares by our Promoters in our Company, see “Capital Structure” on page 75.
39. Our Company’s future funding requirements, in the form of further issue of capital or other securities and/or loans
taken by us, may turn out to be prejudicial to the interest of the shareholders depending upon the terms and
conditions on which they are raised.
Our Company may require additional capital from time to time depending on our business needs and commercial
strategies formulated by the management of our Company. Any further issue of Equity Shares or convertible securities
would dilute the shareholding of the existing shareholders and such issuance may be done on terms and conditions,
which may not be favourable to the then existing shareholders. If such funds are raised in the form of loans or debt or
preference shares, then it may substantially increase our fixed interest/dividend burden and decrease our cash flows,
thus adversely affecting our business, results of operations and financial condition.
40. Our Company has during the preceding one year from the date of the Prospectus have allotted Equity Shares at a
price which is lower than the Offer Price.
In the last 12 months, we have made allotments of Equity Shares through bonus issue of shares to the shareholders,
which are given without any consideration to the shareholders. We cannot assure you that any issuance of Equity Shares
made by our Company post completion of this Offer will be above the Offer Price or the prevailing market price of our
Equity Shares. For further details see “Capital Structure” on page 75
41. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and
U.S.GAAP, which may be material to investors’ assessments of our financial condition, result of operations and cash
flows.
Our Restated Financial Statements of assets and liabilities, restated financial statements of profit and loss and cash flows
for the financial years2025, 2024 and 2023 have been prepared in accordance with the Indian GAAP. We have not
47attempted to quantify the impact of Ind AS, US GAAP, IFRS or any other system of accounting principles on the
financial data included in this Prospectus, nor do we provide conciliation of our financial statements to those of US
GAAP, IFRS or any other accounting principles. US GAAP and IFRS differ in significant respects from Indian GAAP.
Accordingly, the degree to which the Restated Financial Statements included in this Prospectus will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Ind AS, Indian GAAP and the SEBI ICDR
Regulations. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures
presented in this Prospectus should accordingly be limited.
42. Our Company will not receive any proceeds from the Offer for Sale Portion, and the Selling Shareholders shall be
entitled to the Offer Proceeds to the extent of the Equity Shares offered by it in the Offer for Sale.
The Offer includes an offer for sale of such number of Equity Shares aggregating up to 10,00,000 Equity Shares by the
Selling Shareholders. The Selling Shareholders are, therefore, interested in the Offer Proceeds to the extent of the Equity
Shares offered by them in the Offer for Sale. The entire proceeds from the Offer for Sale will be paid to the Selling
Shareholders in proportion to its portion of the Offered Shares transferred pursuant to the Offer for Sale, and our
Company will not receive any such proceeds. See “Capital Structure” and “Objects of the Offer” beginning on pages
75 and 91, respectively of this Prospectus.
43. Any increase in interest rates would have an adverse effect on our results of operations and will expose our Company
to interest rate risks.
We are dependent upon the availability of equity, cash balances and debt financing to fund our operations and growth.
Our secured debt has been availed at floating rates of interest. Any fluctuations in interest rates may directly impact the
interest costs of such loans and, in particular, any increase in interest rates could adversely affect our results of
operations. Furthermore, our indebtedness means that a material portion of our expected cash flow may be required to
be dedicated to the payment of interest on our indebtedness, thereby reducing the funds available to us for use in our
general business operations. As per the Restated Financial Statements, we have total borrowings (long term and short-
term including current maturity) outstanding amounting to ₹ 17,409.64 lakhs, ₹ 12,315.72 lakhs and ₹ 7,205.74 lakhs
as on Fiscals 2025, 2024 and 2023 respectively. Further, as on Fiscals 2025, 2024, 2023 our Company has incurred ₹
1,729.53 lakhs, ₹ 1,035.60 lakhs and ₹ 529.20 lakhs towards finance costs respectively.
If interest rates increase, our interest payments will increase and our ability to obtain additional debt and non-fund based
facilities could be adversely affected with a concurrent adverse effect on our business, financial condition and results
of operations. For further details, please refer chapter titled “Financial Indebtedness” and “Financial Information” on
page 285 and 204 of this Prospectus.
44. There is no guarantee that the Equity Shares will be listed on the SME platform of BSE in a timely manner or at all
There is no guarantee that the Equity Shares will be listed on the SME platform of BSE in a timely manner or at all. In
accordance with Indian law, permission for listing and trading of the Equity Shares will not be granted until 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, the Equity Shares are required to be listed on the
SME Platform of BSE within such time as mandated under UPI Circulars, subject to any change in the prescribed
timeline in this regard. However, we cannot assure you that the trading in the 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. Further, there can be no assurance that the Equity Shares once listed will continue to remain
listed on the Stock Exchange. Indian laws permit a company to delist its equity shares on compliance with prescribed
procedures including the requirement to obtain the approval of its shareholders. Further, certain instances of non-
compliance with applicable laws can result in the delisting of the Equity Shares. We cannot assure you, therefore, that
the Equity Shares, once listed, will continue to remain listed.
External Risk Factors
45. A slowdown in economic growth in India could have a negative impact on our business, results of operations and
financial conditions to suffer.
The economy and securities markets in India are influenced by economic developments and volatility in securities
markets in other nations across the globe. Investors’ responses to developments in one country may have adverse effects
on the market price of securities of companies located in other countries, including India. Negative developments in the
economy, such as increase in trade deficits, decline in India’s foreign exchange reserves or a default on national debt,
in other emerging countries may also affect investor confidence and cause increase in volatility in Indian securities
48markets and affect the Indian economy in general. Any financial instability across the globe may also have a negative
impact on the Indian economy, including the movement of exchange rates and interest rates in India and may adversely
affect our business, financial performance and the price of our Equity Shares. Any other global economic developments
or the probability of their occurrence may continue to have an adverse effect on global economic conditions and the
stability of financial markets across the globe and may significantly reduce global market liquidity and restrict the ability
of key market participants to operate in certain financial markets. Any of these factors could decrease economic activity
and restrict our access to capital, which could have an adverse effect on our business, financial condition and results of
operations and reduce the price of our equity shares. Any financial disruption could have an adverse effect on our
business, cash flows, future financial performance, shareholders’ equity and the price of our Equity Shares.
46. The outbreaks and after-effects of COVID-19, or outbreak of any other severe communicable disease could have a
potential impact on our business, financial condition, cash flow and results of operations.
The outbreak, of any severe communicable disease, as seen in the recent outbreak and aftermath of COVID-19, could
materially and adversely affect business sentiment and environment across industries. In addition, our revenue and
profitability could be impacted to the extent that a natural disaster, health epidemic or other outbreak harms the Indian
and global economy in general. The outbreak of COVID-19 has resulted in authorities implementing several measures
such as travel bans and restrictions, quarantines, shelter in place orders, and lockdowns. These measures have impacted
and may further impact our workforce and operations and also the operations of our clients. A rapid increase in severe
cases and deaths where measures taken by governments fail or are lifted prematurely, may cause significant economic
disruption in India and in the rest of the world. The scope, duration and frequency of such measures and the adverse
effects of COVID-19 remain uncertain and could be severe. During the lockdown period in response to the COVID-19
pandemic, our Company had certain interim measures in place to ensure business and operational continuity. Our
employees worked remotely. However, certain of our operations are dependent on various information technology
systems and applications which may not be adequately supported by a robust business continuity plan, which could
impact our business in the event of a disaster of any nature. Although we continue to devote resources and management
focus, there can be no assurance that these programs will operate effectively.
47. Natural disasters, act of war, terrorist attacks and other events could materially and adversely affect our business
and profitability.
Natural disasters (such as earthquakes, fire, typhoons, cyclones, hurricanes and floods), pandemics, epidemics, strikes,
civil unrest, terrorist attacks and other events, which are beyond our control, may lead to global or regional economic
instability, which may in turn materially and adversely affect our business, financial condition, cash flows and results
of operations. Any of these occurrences could cause severe disruptions to our daily operations and may warrant a
temporary closure of our Warehouses. Such closures may disrupt our business operations and adversely affect our
results of operations. Such an outbreak or epidemic may significantly interrupt our business operations as health or
governmental authorities may impose quarantine and inspection measures on us or our clients.
Moreover, certain regions in India have witnessed terrorist attacks and civil disturbances and it is possible that future
terrorist attacks or civil unrest, as well as other adverse social, economic and political events in India could have a
negative effect on us. Transportation facilities, including vehicles, can be targets of terrorist attacks, which could lead
to, among other things, increased insurance and security costs. Regional and global political or military tensions or
conflicts, strained or altered foreign relations, protectionism and acts of war or the potential for war could also cause
damage and disruption to our business, which could materially and adversely affect our business, financial condition,
cash flows and results of operations. Such incidents could create the perception that investments in Indian companies
involve a higher degree of risk and such perception could adversely affect our business and the price of the Equity
Shares.
Developments in the ongoing conflict between Russia and Ukraine, between Israel and Hamas, Hezbollah and Iran and
between Houthi rebels and certain western countries, have resulted in and may continue to result in a period of sustained
instability across global financial markets, induce volatility in commodity prices, adversely impact availability of
natural gas, increase in supply chain, logistics times and costs, increase borrowing costs, cause outflow of capital from
emerging markets and may lead to overall slowdown in economic activity in India.
If we are unable to successfully anticipate and respond to changing economic and market conditions, our business,
results of operations and financial condition may be adversely affected.
48. Changing laws, rules or regulations and legal uncertainties including taxation laws, or their interpretation, such
changes may significantly affect our financial statements.
49The regulatory environment in which we operate is evolving and is subject to change. The GoI may implement new
laws or other regulations that could affect the component industry, which could lead to new compliance requirements.
New compliance requirements could increase our costs or otherwise adversely affect our business, financial condition
and results of operations. Further, the manner in which new requirements will be enforced or interpreted can lead to
uncertainty in our operations and could adversely affect our operations. Accordingly, any adverse regulatory change in
this regard could lead to fluctuation of prices of our products and thereby increase our operational cost. For details on
the laws applicable to us, please see “Key Regulations and Policies” on page 161.
The Income Tax Act, 1961 (“IT Act”) was amended to provide domestic companies an option to pay corporate income
tax at the effective rate of approximately 25.17% (inclusive of applicable surcharge and health and education cess), as
compared to effective rate of 34.94% (inclusive of applicable surcharge and health and education cess), provided such
companies do not claim certain specified deductions or exemptions. Further, where a company has opted to pay the
reduced corporate tax rate, the minimum alternate tax provisions would not be applicable. Any such future amendments
may affect our ability to claim exemptions that we have historically benefited from, and such exemptions may no longer
be available to us. Any adverse order passed by the appellate authorities/ tribunals/ courts would have an effect on our
profitability. Due to the COVID -19 pandemic, the Government of India had also passed the Taxation and Other Laws
(Relaxation of Certain Provisions) Act, 2020, implementing relaxations from certain requirements under, amongst
others, the Central Goods and Services Tax Act, 2017 and Customs Tariff Act, 1975.
As on the date of this Prospectus, GST is not applicable to the alcohol industry. However, if and when it is implemented,
there can be no assurance that we will be able to comply with additional procedures or obtain additional approvals and
licenses from the government and other regulatory bodies or that they will not impose onerous requirements and
conditions on our operations. With the implementation of GST, we may be obligated to take on additional levies or pass
on any benefits accruing to us as result of the transition to GST to the consumer thereby limiting our benefits. In order
for us to utilise input credit under GST, the entire value chain will have to be GST compliant, including us. There can
be no assurance that our suppliers will adhere to the GST rules and regulations. Any such failure may result in increased
cost on account of non-compliance with the GST and may adversely affect our business and results of operations.
Earlier, distribution of dividends by a domestic company was subject to Dividend Distribution Tax (“DDT”), in the
hands of the company. Such dividends were generally exempt from tax in the hands of the shareholders. However, the
Government of India has amended the IT Act to abolish the DDT regime. Accordingly, any dividend distributed by a
domestic company is subject to tax in the hands of the investor at the applicable rate. Additionally, the Company is
required to withhold tax on such dividends distributed at the applicable rate.
Further, the Government of India has recently introduced various amendments to the Income Tax Act, vide the Finance
Act, 2024. We have not fully determined the impact of these recent and proposed laws and regulations on our business,
financial condition, future cash flows and results of operations. We may incur increased costs relating to compliance
with such new requirements, which may also require management time and other resources, and any failure to comply
may adversely affect our business, results of operations and prospects. Uncertainty in the applicability, interpretation
or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an
absence, or a limited body, of administrative or judicial precedent, may be time consuming as well as costly for us to
resolve and may affect the viability of our current business or restrict our ability to grow our business in the future.
Unfavourable 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. For instance, the Supreme Court of
India has in a decision clarified the components of basic wages which need to be considered by companies while making
provident fund payments, which resulted in an increase in the provident fund payments to be made by companies. Any
such decisions in future or any further changes in interpretation of laws may have an impact on our results of operations.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law,
regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may
be time consuming as well as costly for us to resolve and may impact the viability of our current businesses or restrict
our ability to grow our businesses in the future.
49. Our business is substantially affected by prevailing economic, political and other prevailing conditions in emerging
markets.
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.
50The Indian economy and capital markets are influenced by economic, political and market conditions in India and
globally. We are incorporated in and currently functioning only in India and, as a result, 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 neighbouring countries;
• ongoing conflict between Russia and Ukraine, between Israel and Hamas, Hezbollah and Iran and between Houthi
rebels and certain western 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 neighbouring 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;
• 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.
50. It may not be possible for investors outside India to enforce any judgment obtained outside India against our
Company or our management or any of our associates or affiliates in India, except by way of a suit in India.
Our Company is incorporated as a public limited company under the laws of India and all of our directors and executive
officers reside in India. As a result, it may be difficult to effect service of process outside India upon us and our executive
officers and directors or to enforce judgments obtained in courts outside India against us or our executive officers and
directors, including judgments predicated upon the civil liability provisions of the securities laws of jurisdictions outside
India.
India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited
number of jurisdictions, which includes the United Kingdom, Singapore, United Arab Emirates and Hong Kong. In
order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements of the Indian
Code of Civil Procedure, 1908 (the “Civil Code”). The Civil Code only permits the enforcement of monetary decrees,
not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or
decrees from jurisdictions which do not have reciprocal recognition with India cannot be enforced by proceedings in
execution in India. Therefore, a final judgment for the payment of money rendered by any court in a non-reciprocating
territory for civil liability, whether or not predicated solely upon the general laws of the non-reciprocating territory,
would not be 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 favour such final judgment is rendered may bring a fresh suit in a competent court in India based on
a final judgment that has been obtained in a non-reciprocating territory within three years of obtaining such final
judgment. It is unlikely that an Indian court would award damages on the same basis or to the same extent as was
awarded in a final judgment rendered by a court in another jurisdiction if the Indian court believed that the amount of
damages awarded was excessive or inconsistent with public policy in India. In addition, any person seeking to enforce
51a foreign judgment in India is required to obtain prior approval of the RBI to repatriate any amount recovered pursuant
to the execution of the judgment.
51. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges in order to
enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to enhance market
integrity and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed on securities
of companies based on various objective criteria such as significant variations in price and volume, concentration of
certain client accounts as a percentage of combined trading volume, average delivery, securities which witness abnormal
price rise not commensurate with financial health and fundamentals such as earnings, book value, fixed assets, net
worth, price / earnings multiple and market capitalization, among others.
Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other factors
which may result in high volatility in price, low trading volumes, and a large concentration of client accounts as a
percentage of combined trading volume of our Equity Shares. The occurrence of any of the abovementioned factors or
other circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing our
securities under the GSM and/or ASM framework or any other surveillance measures, which could result in significant
restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges. These restrictions may
include requiring higher margin requirements, requirement of settlement on a trade for trade basis without netting off,
limiting trading frequency, reduction of applicable price band, requirement of settlement on gross basis or freezing of
price on upper side of trading, as well as the mentioning of our Equity Shares on the surveillance dashboards of the
Stock Exchanges. The imposition of these restrictions and curbs on trading may have an adverse effect on market price,
trading and liquidity of our Equity Shares and on the reputation and conditions of our Company.
In the event our Equity Shares are subject to such pre-emptive 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 and the
same may in cause disruptions in the development of an active trading market for our Equity Shares.
52. We cannot assure that prospective investors will be able to sell immediately on an Indian stock exchange any of the
Equity Shares they purchase in the Offer.
In accordance with Indian law and practice, final approval for listing and trading of our Equity Shares will not be granted
until after certain actions have been completed in relation to this Offer and until our Equity Shares have been issued
and allotted. Such approval will require the submission of all other relevant documents authorizing the issuance of our
Equity Shares. In accordance with current regulations and circulars issued by SEBI, our Equity Shares are required to
be listed on the Stock Exchanges within a prescribed time. Accordingly, we cannot assure you that the trading in our
Equity Shares will commence in a timely manner or at all and there could be a failure or delay in listing our Equity
Shares on the Stock Exchanges, which would adversely affect your ability to sell our Equity Shares.
53. Volatile conditions in the Indian securities market may affect the price or liquidity of the Equity Shares.
The Indian securities markets have experienced significant volatility from time to time. The regulation and monitoring
of the Indian securities market and the activities of investors, brokers and other participants differ, in some cases
significantly, from those in the United States, Europe and certain economies in Asia. Instability in the global financial
markets has negatively affected the Indian economy in the past and may cause increased volatility in the Indian financial
markets and, directly or indirectly, adversely affect the Indian economy, financial sector and business in the future. For
instance, recent concerns relating to the United States and China trade tensions have led to increased volatility in the
global capital markets. In addition, the United States, the United Kingdom and Europe are some of India’s major trading
partners, and there are rising concerns of a possible slowdown in these economies.
Although economic conditions vary across markets, loss of investor confidence in one emerging economy may cause
increased volatility across other economies, including India. Financial instability in other parts of the world could have
a global influence and thereby impact the Indian economy. Financial disruptions in the future could adversely affect
our business, prospects, financial condition and results of operations. In response to such developments, legislators and
financial regulators in the United States and other jurisdictions, including India, have implemented a number of policy
measures designed to improve the stability of the global financial markets. However, the overall long-term impact of
these and other legislative and regulatory efforts is uncertain, and they may not have had the intended stabilising effects.
Adverse economic developments overseas in countries where we have operations or other significant financial
52disruptions could have a material adverse effect on our business, future financial performance and the trading price of
the Equity Shares.
54. Foreign investors are subject to restrictions prescribed under Indian laws that may limit their ability to transfer
shares and thus our ability to attract foreign investors, which may have an adverse impact on the market price of the
Equity Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and
residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting
requirements specified by the RBI. If the transfer of shares is not in compliance with such pricing guidelines or reporting
requirements or falls under any of the exceptions referred to above, then the prior approval of the RBI will be required.
Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India will require a no objection or a tax clearance certificate from the income
tax authority. We cannot assure investors that any required approval from the RBI or any other government agency can
be obtained on any particular terms or at all. For further information, also see “Restrictions on Foreign Ownership of
Indian Securities” and “Offer Procedure”, beginning on pages 368 and 332 respectively, of this Prospectus. Our ability
to attract further foreign investment, or the ability of foreign investors to transact in the Equity Shares may accordingly
be limited, which may also have an impact on the market price of the Equity Shares.
55. You may be subject to Indian taxes arising out of capital gains on sale of the Equity Shares, which will adversely
affect any gains made upon sale of Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an
Indian company are generally taxable in India. Any capital gain, realized on the sale of listed equity shares on a
recognized 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, inter
alia, subject to payment of Securities Transaction Tax (“STT”). Further, any gain realized on the sale of equity shares
in an Indian company held for more than 12 months, which are sold using any platform other than a recognized 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 10%
(plus applicable surcharge and cess).
Further, any capital gains realized on the sale of listed 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 15% (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
be exempt from taxation in India in cases where the exemption from taxation in India is provided under a treaty between
India and the country of which the seller is resident. 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 a gain upon the sale of the Equity Shares.
Similarly, any business income realized from the transfer of Equity Shares held as trading assets is taxable at the
applicable tax rates subject to any treaty relief, if applicable, to a non-resident seller.
Pursuant to the enactment of the Finance Act (No.2), 2024, among other amendments has amended the capital gains tax
rates and calculations, with effect from the date of enactment. The Bidders are advised to consult their own tax advisors
to understand their tax liability as per the laws prevailing on the date of disposal of Equity Shares. Investors are advised
to consult their own tax advisors and to carefully consider the potential tax consequences of owning Equity Shares.
Unfavourable changes in or interpretations of existing laws, rules and regulations, 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.
56. 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 that has share capital and is incorporated in India 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 approval of a special resolution by our Company. 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 our
Company makes such a filing. We may elect not to file a registration statement, in relation to pre-emptive rights
53otherwise available by Indian law to you. To the extent that you are unable to exercise pre-emptive rights granted in
respect of our Equity Shares, you may suffer future dilution of your ownership position and your proportional interest
in us would be reduced.
57. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity
Shares may not be indicative of the market price of the Equity Shares after the Offer. Further, the current market
price of some securities listed pursuant to certain previous issues managed by the Book Running Lead Manager is
below their respective issue prices.
The determination of the Price Band is based on various factors and assumptions, and will be determined by our
Company in consultation with the BRLM. Furthermore, the Offer Price of the Equity Shares will be determined by our
Company in consultation with the BRLM through the Book Building Process. These will be based on numerous factors,
including factors as described under “Basis for Offer Price” on page 104 and may not be indicative of the market price
for the Equity Shares after the Offer.
In addition to the above, the current market price of securities listed pursuant to certain previous initial public offerings
managed by the BRLM is below their respective issue price. For further information, see “Other Regulatory and
Statutory Disclosures – Price information of past issues handled by the BRLM” on page 302. 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.
58. QIBs 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 the submission of their Bid, and Individual Bidders are not permitted
to withdraw their Bids after the Bid/Offer Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non – Institutional Bidders 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. Individual Bidders can revise their Bids during the Bid/Offer
Period and withdraw their Bids until the Bid/Offer Closing Date. While we are required to complete Allotment, within
three Working Days from the Bid/Offer Closing Date or such other period as may be prescribed by the SEBI, events
affecting the investors’ decision to invest in the Equity Shares, including adverse changes in international or national
monetary policy, financial, political or economic conditions, our business, results of operations, cash flows or financial
condition may arise between the date of submission of the Bid and Allotment. We may complete the Allotment of the
Equity Shares even if such events occur, and such events may limit the Bidders ability to sell the Equity Shares Allotted
pursuant to the Offer or cause the trading price of the Equity Shares to decline on listing.
59. Any future issuance of Equity Shares may dilute your shareholding and sales of the Equity Shares by our major
shareholders may adversely affect the trading price of the Equity Shares.
We may be required to finance our growth, whether organic or inorganic, through future equity offerings. Any future
equity issuances by us, including a primary offering and grants of stock options under our employee stock option plan,
may lead to the dilution of investors’ shareholdings in us. Any future issuances of Equity Shares or the disposal of
Equity Shares by our major shareholders or the perception that such issuance or sales may occur, including to comply
with the minimum public shareholding norms 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. The grants of stock options under our employee
stock option plan may also result in a charge to our profit and loss account and to that extent, reduce our profitability
and adversely affect our business.
60. There is no assurance that our Equity Shares will remain listed on the Stock Exchanges
Although it is currently intended that the Equity Shares will remain listed on the Stock Exchanges, there is no guarantee
of the continued listing of the Equity Shares. Among other factors, we may not continue to satisfy the listing
requirements of the Stock Exchanges. Accordingly, Shareholders will not be able to sell their Equity Shares through
trading on the Stock Exchanges if the Equity Shares are no longer listed on the Stock Exchanges.
5461. Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of
corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ
from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be as
extensive and widespread 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.
62. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under
Indian law.
There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our
Company, even if a change in control would result in the purchase of your Equity Shares at a premium to the market
price or would otherwise be beneficial to you. Such provisions may discourage or prevent certain types of transactions
involving actual or threatened change in control of our Company. Under the SEBI Takeover Regulations, an acquirer
has been defined as any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control
over a company, whether individually or acting in concert with others. 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
55SECTION III – INTRODUCTION
THE OFFER
The present Offer of up to 57,91,200 Equity Shares of face value ₹ 10 each in terms of Prospectus has been
authorized pursuant to a resolution of our Board of Directors held on March 12, 2025 and by special resolution
passed under Section 62(1)(c) of the Companies Act, 2013, at the Extraordinary General Meeting of the members
held on March 17, 2025.
The following table summarizes details of the Offer:
PRESENT OFFER IN TERMS OF THIS PROSPECTUS
Particulars Details of Equity Shares
Up to 57,91,200* Equity Shares of face value of
Offer of Equity Shares (1)
₹10each, aggregating up to ₹ 16,562.83 lakhs
of which:
Fresh Issue (1) Up to 47,91,200* Equity Shares of face value of ₹10
each, aggregating up to ₹ 13,702.83 lakhs
Offer for Sale (2) Up to 10,00,000* Equity Shares of face value of ₹10
each, aggregating up to ₹ 2,860.00 lakhs by the Selling
Shareholders
Market Maker Reservation Portion Up to 4,17,600* Equity Shares of face value of ₹10
each, aggregating up to ₹ 1,194.34 lakhs
Net Offer to the Public Up to 53,73,600* Equity Shares of face value of ₹10
each, aggregating up to ₹ 15,368.50 lakhs
The Offer comprises of:
A. QIB Portion(3)(4) Not more than 26,85,600* Equity Shares of face value
of ₹10 each aggregating to ₹ 7,680.82 lakhs
of which:
(i) Anchor Investor Portion Up to 16,10,400* Equity Shares of face value of ₹10
each
(ii) Net QIB Portion (assuming Anchor Investor Up to 10,75,200* Equity Shares of face value of ₹10
Portion is fully subscribed) each
of which:
a. Available for allocation to Mutual Funds only Up to 54,000* Equity Shares of face value of ₹10 each
(5% of the Net QIB Portion)
b. Balance for all QIBs including Mutual Funds Up to 10,21,200* Equity Shares of face value of ₹10
each
B. Non-Institutional Portion(5) Not less than 8,06,400* Equity Shares of face value of
₹10 each aggregating to ₹ 2,306.30 lakhs
a. one third of the portion available to non- 2,68,800* Equity Shares of face value of ₹10 each
institutional investors shall be reserved for
applicants with application size of more than two
lots and up to such lots equivalent to not more
than ₹10 lakhs
b. two third of the portion available to non- 5,37,600* Equity Shares of face value of ₹10 each
institutional investors shall be reserved for
applicants with application size of more than ₹10
lakhs
of which:
C. Individual Investor Portion Not less than 18,81,600* Equity Shares of ₹10 each
aggregating to ₹ 5,381.38 lakhs
56Particulars Details of Equity Shares
Pre and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as at the 1,66,58,761 Equity Shares of face value of ₹10 each
date of this Prospectus)
Equity Shares outstanding post the Offer 2,14,49,961* Equity Shares of face value of ₹10 each
See “Objects of the Offer” on page 91 for information
on the use of proceeds arising from the Fresh Issue.
Use of Net Proceeds
Our Company will not receive any proceeds from the
Offer for Sale.
*Subject to finalisation of the Basis of Allotment. Number of shares may need to be adjusted for lot size upon determination of Offer Price.
Notes:
1. The Offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. This Offer is being
made by our Company in terms of Regulation of 229 (2) of SEBI ICDR Regulations read with Rule 19(2)(b)(i) of SCRR wherein not less
than 25% of the post – issue paid up equity share capital of our Company are being offered to the public for subscription.
2. The Offer has been authorized by the Board of Directors vide a resolution passed at its meeting held on March 12, 2025 and by the
Shareholders of our Company, vide a special resolution passed pursuant to Section 62(1)(c) of the Companies Act, 2013 at the Extra
Ordinary General Meeting held on March 17, 2025.
3. The SEBI ICDR Regulations permit the issue of securities to the public through the Book Building Process, which states that, not less than
15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the
Net Offer shall be available for allocation on a proportionate basis to Individual Bidders and not more than 50% of the Net Offer shall be
allotted on a proportionate basis to QIBs, subject to valid Bids being received at or above the Offer Price. Accordingly, we have allocated
the Net Offer i.e., not more than 50% of the Net Offer to QIB and not less than 35% of the Net Offer shall be available for allocation to
Individual Investors and not less than 15% of the Net Offer shall be available for allocation to non-institutional bidders.
4. 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 from any other category or combination of categories of Bidders at the discretion of our
Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange, subject to applicable laws.
5. Not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors of which (a) one-third of such portion shall
be reserved for applicants with application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs; and (b)
two third of such portion shall be reserved for applicants with application size of more than ₹10 lakhs provided that under-subscription
in either of these two sub-categories of Non-Institutional Category specified in (i) and (ii), may be allocated to Bidders in the other sub-
category of Non Institutional Portion and not less than 35% 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. The allocation to each Non Institutional Investor
and RIBs shall not be less than the minimum Non-Institutional Portion RIB portion respectively, and the remaining available equity shares,
if any, shall be allocated on a proportioned basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
For details, including grounds for rejection of Bids, please refer section titled “Offer Procedure” and “Offer Structure”
beginning on page 332 and 328 of this Prospectus. For further details of terms the Offer, see “Terms of Offer” on page
317 of this Prospectus.
Our Company and Selling Shareholder, in consultation with the Book Running Lead Manager, has allocated up to 60%
of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. For
further details, please refer section titled “Offer Procedure” beginning on page 332 of this Prospectus.
57SUMMARY FINANCIAL INFORMATION
The following tables set forth summary financial information derived from our Restated Financial Information. The
summary financial information presented below should be read in conjunction with “Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 204 and 274,
respectively.
[The remainder of this page has intentionally been left blank]
58SUMMARY OF RESTATED ASSETS AND LIABILITIES
(₹ in lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
I. EQUITY AND
LIABILITIES
(1) Shareholder's Funds
(a) Equity Share Capital 1,665.88 228.59 200.00
(b) Reserves and Surplus 7,935.04 5,624.45 1,512.19
(2) Non-Current Liabilities
(a) Long-term Borrowings 2,079.26 1,491.59 3237.94
(b) Deferred tax liabilities (Net) 25.96 0.01 -
(c) Other long-term liabilities - - 5.00
(d) Long-term Provisions 43.85 29.13 16.07
(3) Current Liabilities
(a) Short-term borrowings 15,330.38 10,824.13 3,967.80
(b) Trade payables due to Micro - 63.61 41.62
and Small Enterprises
Other than Micro enterprises and 2,418.11 1,330.00 2,312.62
Small enterprises.
(c) Other current liabilities 2081.09 1,410.11 1,152.06
(d) Short-term provisions 809.90 640.74 407.51
Total 32,389.47 21,642.35 12,852.81
II. ASSETS
(1) Non-current assets
(a) Property, Plant &
Equipment and Intangible
Assets
(i) Property, Plant & Equipment 1,886.48 519.88 536.14
(ii) Intangible assets 18.54 22.53 2.19
(iii) Capital work-in-progress - - -
(iv) Intangible assets under - - 14.00
development
(b) Non current investments - - -
(c) Deferred tax assets (net) - - 15.04
(d) Long term loans and -
advances - -
(e) Other non-current assets 161.60 148.59 131.79
(2) Current assets
(a) Current Investments - - -
(b) Inventories 14,942.06 8,566.95 3,962.81
(c) Trade Receivables 10,187.88 9,588.79 7,208.17
(d) Cash and bank balances 2,737.68 1,374.01 77.84
(e) Short term loans and 2,417.52 1,385.95 892.73
advances
(f) Other current assets 37.71 35.64 12.11
Total 32,389.47 21,642.35 12,852.81
59SUMMARY OF RESTATED STATEMENT OF PROFIT AND LOSS
(₹ in lakhs)
Particulars Year ended March Year ended Year ended
31, 2025 March 31, 2024 March 31, 2023
23,614.87 18,920.00 13,977.98
I. Revenue from operations
220.74 207.64 57.87
II. Other Operational Income
23,835.61 19,127.64 14,035.84
III. Total Income
IV. Expenses:
20,963.80 16,359.74 9,805.40
Purchases of Stock-in-trade
(6,375.10) (4,604.14) (1,265.32)
Changes in inventories of Stock-in-Trade
1,505.97 983.18 684.23
Employee benefit expense
1,759.05 1,035.60 529.20
Finance cost
123.47 104.17 96.17
Depreciation and amortization expense
903.07 1,874.23 1,420.50
Advertising and marketing expenses
322.46 253.75 184.55
Label and brand registration fees
685.83 271.58 130.79
Storage charges
989.34 567.24 550.35
Other expenses
20,877.90 16,845.35 12,135.87
V. Total Expenses
VI. Profit before exceptional and 2,957.71 2,282.29 1,899.97
extraordinary items and tax
132.48 - -
VII. Exceptional & Extraordinary items
3,090.19 2,282.29 1,899.97
VIII. Profit before tax
IX. Tax expense:
752.89 607.62 617.22
(1) Tax expense for current year
(2) Short Provisions/Excess provisions Earlier - - -
years
25.95 15.04 (19.81)
(3) Deferred tax
2,311.35 1,659.63 1,302.56
X. Profit/(Loss) for the period / year
XI. Earning per equity share:
13.94 11.58 9.30
Basic EPS (In ₹)
Diluted EPS (In ₹) 13.94 11.58 9.30
60SUMMARY OF RESTATED CASH FLOW STATEMENT
(₹ in lakhs)
Particulars Year Ended Year Ended Year Ended
March 31, 2025 March 31, 2024 March 31, 2023
CASH FLOWS FROM OPERATING
A ACTIVITIES
3,090.19 2,282.29 1,899.97
Restated Net Profit before tax
Adjustments for : -
123.47 104.17 96.17
Depreciation
(120.53) (50.23) (3.92)
Interest Income
1,513.56 865.61 468.08
Interest Expenses
19.90 15.00 7.46
Provision for gratuity expenses
(132.48) - -
Profit on sale of Property, Plant & Equipment
- - -
Provision for MSME Interest
Operating profit before working capital 4,494.11 3,216.84 2,467.76
changes
Movements in Working Capital
(599.80) (2,380.62) (3,140.92)
(Increase) in Trade Receivables
(6,375.10) (4,604.14) (1,265.32)
Decrease/(Increase) in Inventories
(Increase)/Decrease in Short-term loans and (1,031.75) (493.22) (334.43)
advances
(2.07) (23.53) (12.11)
Decrease/(Increase) in Other Current assets
1,024.50 (960.63) 1,397.12
(Decrease)/Increase in Trade Payables
485.97 258.05 562.53
Increase in Other Current Liabilities
163.99 231.28 327.57
Increase/(Decrease) in Short-term provisions
Cash generated from / (used in) Operating (1,839.25) (4,755.98) 2.19
Activities
(752.89) (607.62) (617.22)
Taxes Paid (net of refunds)
Net Cash generated from / (used in) from (2,592.14) (5,363.60) (615.03)
operating activities
B Cash Flow from Investing Activities:
Payment for Property, Plant and Equipment (1,614.60) (94.25) (53.89)
and intangible assets (including CWIP)
Receipts from sale of Property, Plant & 261.00 - -
Equipment
Increase/(Decrease) in Long Term loans and - - -
advances
(13.01) (14.80) 149.32
Increase/(Decrease) in Other non-current assets
(Investment)/Redemption of Fixed Deposits (1,371.90) (1,240.73) (0.49)
(Lien against Borrowings)
14.83 (44.11) -
(Increase)/Decrease in Bank Balances
120.53 50.23 3.92
Interest on Fixed deposits and Savings account
- (5.00) 5.00
Security deposit received/repaid
(2.603.16) (1,348.67) 103.86
Net Cash used in investment activities
C Cash Flow from Financing Activities:
4,506.24 6,856.83 881.50
Proceeds From Short term borrowings
61Particulars Year Ended Year Ended Year Ended
March 31, 2025 March 31, 2024 March 31, 2023
1,230.00
Proceeds from long term borrowings
Proceeds from/(Repayments of) / Proceeds (642.33) (1,746.35) (668.13)
from Long Term borrowings
(1,513.56) (865.61) (468.08)
Interest Paid on Loans
Proceeds from issue of equity shares (including 1,850.13 2,749.97 -
securities premium)
- (68.75) -
Share issue expenses paid
(228.59) (200.00) -
Dividend Paid (includes tax deducted at source)
Net Cash introduced from/(used in) 5,201.90 6,725.60 (254.71)
financing activities
Net Increase / (Decrease) in Cash and Cash 6.60 13.33 (765.87)
Equivalents
Cash and Cash Equivalents
27.74 14.41 780.29
Opening Balance Cash & Cash Equivalents
34.34 27.74 14.41
Closing Balance Cash & Cash Equivalents
6.60 13.33 (765.87)
Net Cash and Cash Equivalents
62GENERAL INFORMATION
Registered Office:
Monika Alcobev Limited
2403, 24th Floor, Signature,
Suresh Sawant Road, Off.Veera Desai Road,
Andheri (West), Mumbai – 400 053,
Maharashtra, India.
Corporate Identity Number: U15490MH2022PLC375025
Company Registration Number: 375025
Address of the Registrar of Companies
Our Company is registered with the RoC situated at the following address:
The Registrar of Companies, Maharashtra at Mumbai
100, Everest, Marine Drive,
Mumbai – 400 002,
Maharashtra, India
Board of Directors
Our Board comprises the following Directors as on the date of filing of this Prospectus:
Name and Designation DIN Address
Bhimji Nanji Patel 00253030 Flat No.- 3304, 33rd Floor, Wing B-2, Oberoi Springs,
Chairman & Whole Time Off Link Road, Near Monginis Factory, Andheri West,
Director Mumbai – 400 058, Maharashtra, India.
Kunal Bhimji Patel 03039030 Flat No.- 3304, 33rd Floor, Wing B-2, Oberoi Springs,
Managing Director Off Link Road, Near Monginis Factory, Andheri West,
Mumbai – 400 058, Maharashtra, India.
Prasannakumar Baliram 01456510 Flat No. 402, Building-22, Evershine Milennium,
Gawde Paradise, Thakur Village, Kandivali East, Mumbai –
Independent Director 400101, Maharashtra, India
Nayan Jagdishchandra 00184945 L-303, Panchsheel Gardens, New Mahavir Nagar,
Rawal Kandivali West, Mumbai - 400067, Maharashtra, India
Independent Director
Jagruti Prashant Sheth 07129549 405, Maitri Residency 1 C.H.S. Limited, Poisar
Independent Director Gymkhana Road, Near Kamla Vihar Sports Club,
Kandivali West, Mumbai – 400 067, Maharashtra, India.
For brief profiles and further details of our Directors, see “Our Management” on page 176.
Company Secretary and Compliance Officer
Kalpesh Himmatram Ramina is the Company Secretary and Compliance Officer of our Company. His contact details
are as follows:
63Kalpesh Himmatram Ramina
Company Secretary and Compliance Officer
2403, 24th Floor, Signature,
Suresh Sawant Road, Off. Veera Desai Road,
Andheri (West), Mumbai – 400 053,
Maharashtra, India.
Telephone: +91 022657 81111
E-mail: investors.relation@monikaalcobev.com
Website: www.monikaalcobev.com
Membership No: ACS 65189
Investor Grievances
Investors can contact the Company Secretary and Compliance Officer, the Book Running Lead Manager or the
Registrar to the Offer in case of any pre-Offer or post-Offer related matters, 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.
All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with
a copy to the relevant Designated Intermediary(ies) to whom the Bid cum Application Form was submitted. The
Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder’s
DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, number
of Equity Shares applied for, the name and address of the Designated Intermediary(ies) where the Bid cum
Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than RIBs using the
UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or the UPI ID in case of RIBs
using the UPI Mechanism.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement number
received from the Designated Intermediaries in addition to the information mentioned hereinabove. All grievances
relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchange with a copy to the
Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing
any clarifications or grievances of ASBA Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to the Book Running Lead Manager giving
full details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address of
the Book Running Lead Manager where the Anchor Investor Application Form was submitted by the Anchor
Investor.
Book Running Lead Manager
Marwadi Chandarana Intermediaries Brokers Private Limited
X-change Plaza, Office no. 1201 to 1205,
12th Floor, Building No. 53E, Zone-5, Road 5E,
Gift City, Gandhinagar - 382355,
Gujarat, India.
Telephone: +91 22 6912 0027
E-mail: mb@marwadichandarana.com
Investor Grievance ID: mbgrievances@marwadichandarana.com
Website: ib.marwadichandaranagroup.com
Contact Person: Jigar Desai/ Radhika Maheshwari
64SEBI Registration Number: INM000013165
Marwadi Chandarana Intermediaries Brokers Private Limited is the sole Book Running Lead Manager to the Offer,
and accordingly, there is no inter se allocation of responsibilities in the Offer.
Syndicate Members
Marwadi Chandarana Intermediaries Brokers Private Limited
X-change Plaza, Office no. 1201 to 1205,
12th Floor, Building No. 53E, Zone-5, Road 5E,
Gift City, Gandhinagar - 382355,
Gujarat, India.
Telephone: +91 22 6912 0027
E-mail: mb@marwadichandarana.com
Investor Grievance ID: mbgrievances@marwadichandarana.com
Website: ib.marwadichandaranagroup.com
Contact Person: Jigar Desai/ Radhika Maheshwari
Legal Counsel to the Offer
Vidhigya Associates, Advocates
105 and 310, A Wing Kanara Business Centre
Ghatkopar East, Mumbai – 400 075
Maharashtra, India
Telephone: +91 84240 30160
Email: rahul@vidhigyaassociates.com
Website: www.vidhigyaassociates.com
Contact Person: Rahul Pandey
Statutory Auditor to our Company
M/s. Shah Gupta & Co., Chartered Accountants
A/106, Shyam Kamal Building, East Wing,
Agarwal Market, Opposite Railway Station,
Vile Parle (East), Mumbai 400 057,
Maharashtra, India
Telephone: +91 9820075953
Email: contact.vileparle@shahgupta.com
Firm Registration Number: 109574W
Peer review number: 019101
Changes in Statutory Auditors
There has been no change in our statutory auditors in the three years preceding the date of this Prospectus except as
mentioned below:
Particulars of the Auditors Date of Change Reason
M/s. Shah Gupta & Co., February 11, 2022 Appointment as the first statutory
Chartered Accountants auditors of the Company
December 23, 2023 Re-Appointment as the Statutory
Auditor for the period of 5 years.
65Registrar to the Offer
MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited)
C-101, 247 Park, 1st Floor,
L.B.S. Marg, Vikhroli (West),
Mumbai – 400 083,
Maharashtra, India.
Telephone: +91 810 811 4949
E-mail: monikaalcobev.smeipo@in.mpms.mufg.com
Investor grievance e-mail: monikaalcobev.smeipo@in.mpms.mufg.com
Website: www.in.mpms.mufg.com
Contact person: Shanti Gopalkrishnan
SEBI Registration Number: INR000004058
Banker(s)/ Refund Bank(s)/ Sponsor Bank(s) to the Offer
Kotak Mahindra Bank Limited
Intellion Square, 501, 5th Floor, A Wing, Infinity IT Park,
Gen. A.K.Vaidya Marg, Malad East, Mumbai 400097
Telephone: 022- 69410636
Contact Person: Siddhesh Shirodkar
Website: www.kotak.com
Email: cmsipo@kotak.com
Bankers to our Company
ICICI Bank Limited HDFC Bank Limited
ICICI Towers, Bandra Kurla Complex, Unit No. 1601, 16th Floor, Tower A, Peninsula
Mumbai – 400 051, Business Park, Lower Parel,
Maharashtra, India Mumbai – 400 013,
Telephone: (91-22) 2653 1414 Maharashtra, India
Contact Person: Krishan Khaldania Telephone: +91 9892943468
Website: www.icicibank.com Contact Person: Nishit Doshi
Email: khaldania.krishan@icicibank.com Website: www.hdfcbank.com
Email: nishit.doshi@hdfcbank.com
Kotak Mahindra Bank Limited Indusind Bank Limited
Godrej 2, 10th Floor, Unit No. 1003 & 1004, 852, 5th Floor, Building 8,
Off Eastern Express Highway, Pirojsha Nagar, Solitaire Corporate Park, Chakala,
Vikhroli East, Mumbai – 400 079, Andheri East, Mumbai – 400 093,
Maharashtra, India Maharashtra, India
Telephone: 7337368264 Telephone: +91 9892460272
Contact Person: Sunita Jeswani Contact Person: Ramesh Bhanushali
Website: http://www.kotak.com Website: www.indusind.com
Email: sunita.jeswani@kotak.com Email: ramesh.bhanushali@indusind.com
CSB Bank Limited Deutsche Bank AG
1st Floor, Siroya Centre, Nirlon Knowledge Park, Block B1, 2nd Floor,
Ashok Nagar, Andheri East, Western Express Highway, Goregaon East,
Mumbai – 400 059, Mumbai – 400 063,
Maharashtra, India. Maharashtra, India
Telephone: +91 8898793684 Telephone: 1860 266 6601
Contact Person: Deepak Jha Contact Person: Sharoj Pillai
Website: www.csb.co.in Website: www.deutschebank.co.in
Email: deepakjha@csb.co.in Email: premium.care@db.com
Union Bank of India
4C Ground Floor, Mittal Court,
Opp. Vidhan Bhavan, Nariman Point,
66Mumbai – 400 021,
Maharashtra, India
Telephone: 8928002212
Contact Person: Manish Tiwari
Website: www.unionbankofindia.co.in
Email: ubin0902217@unionbankofindia.bank
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
https://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. A list of the Designated SCSB Branches with which an
ASBA Bidder (other than a UPI Bidders using the UPI Mechanism), not Bidding through Syndicate/Sub Syndicate
or through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or 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/2019/76 dated June 28, 2019 and SEBI Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, UPI Bidders Bidding using the UPI Mechanism may
apply through the SCSBs and mobile applications whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as
updated from time to time.
Applications through UPI in the Offer can be made only through the SCSBs mobile applications (apps) whose name
appears on the SEBI website. A list of SCSBs and mobile application, which are live for applying in public issues
using UPI mechanism is provided as Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85
dated July 26, 2019. This list is also available at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 appearing in the “list of
mobile applications for using UPI in public issues” displayed on the SEBI website as updated from time to time or
any such other website as may be prescribed by SEBI from time to time. Details of nodal officers of SCSBs,
identified for Bids made through the UPI Mechanism, are available at www.sebi.gov.in.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investor 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 (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated
from time to time or any other website prescribed by SEBI from time to time. For more information on such branches
collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated from time to
time or any other website prescribed by SEBI from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e. through the
Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details such as postal address,
telephone number and e-mail address, is provided on the websites of the Stock Exchange at
https://www.bseindia.com/ and https://www.nseindia.com, as updated from time to time.
67RTAs
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 SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10 and Stock Exchange at
https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx and https://www.nseindia.com/products-services/initial-
public-offerings-asba-procedures or any such other websites 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 website of the Stock Exchange at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, or any such other websites as
updated from time to time.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated March 13, 2025 from the Statutory Auditor, namely, Shah Gupta
& Co., Chartered Accountants, to include their name as required under Section 26(1) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Prospectus, and as an “expert” as defined under Section 2(38) of the
Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of (i) their
examination report dated April 2, 2025 on the Restated Financial Information; and (ii) their report dated April 2,
2025 on the statement of possible special tax benefits in this Prospectus and such consent has not been withdrawn
as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined
under the U.S. Securities Act.
Monitoring Agency
Our Company has appointed Acuite Ratings & Research Limited as the Monitoring Agency to monitor utilisation
of the Gross Proceeds, in accordance with Regulation 262(1) of the SEBI ICDR Regulations., For details in relation
to the proposed utilisation of the Gross Proceeds, see “Objects of the Offer” on page 91.
Appraising Entity
None of the objects of the Offer for which the Net Proceeds will be utilised have been appraised by any agency.
Credit Rating
As this is an offer of Equity Shares, there is no credit rating for the Offer.
Statement of inter-se allocation of responsibilities
Marwadi Chandarana Intermediaries Brokers Private Limited being the sole Book Running Lead Manager will be
responsible for all the responsibilities related to co-ordination and other activities in relation to the Offer. Hence, a
statement of inter se allocation of responsibilities is not required.
IPO Grading
Since the Offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 there is no requirement
of appointing an IPO Grading agency.
Debenture Trustees
68As this is an offer of Equity Shares, no debenture trustee has been appointed for the Offer.
Green Shoe Option
No green shoe option is contemplated under the Offer.
Filing of the Draft Red Herring Prospectus / the Red Herring Prospectus/ this Prospectus
The Draft Red Herring Prospectus is being filed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai- 400 001, Maharashtra, India.
The Draft Red Herring Prospectus was not be filed with SEBI, nor will SEBI issue any observation on the Offer
Document in terms of Regulation 246(2) of SEBI ICDR, 2018. However, pursuant to Regulation 246(5), the soft
copy of Red Herring Prospectus shall be submitted to SEBI. Pursuant to SEBI Circular Number
SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of the Draft Red Herring Prospectus, Red
Herring Prospectus and Prospectus will be filed online through SEBI Intermediary Portal at
https://siportal.sebi.gov.in. Pursuant to SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January
19, 2018, a copy of the Prospectus will be filed online through SEBI Intermediary Portal at
https://siportal.sebi.gov.in.
A copy of the Red Herring Prospectus/ Prospectus along with the documents required to be filed under Section 26,
Section 28 and Section 32 of the Companies Act, 2013 will be delivered to the Registrar of Companies, Maharashtra
at Mumbai, 100, Everest, Marine Drive, Mumbai – 400 002, Maharashtra, India and through the electronic portal
at www.mca.gov.in.
Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis of
the Prospectus and the Bid cum Application Forms within the Price Band, was decided by our Company, in
consultation with the BRLM, and advertised all editions of Financial Express, an English national daily newspaper
and all editions of Jansatta, a Hindi national daily newspaper and editions of Pratahkal, a Marathi daily newspaper
(Marathi being the regional language of Maharashtra, where our Registered Office is located), each with wide
circulation, at least two Working Days prior to the Bid/Offer Opening Date. The Offer Price shall be determined by
our Company, in consultation with the BRLM, after the Bid/Offer Closing Date. For further details, see “Offer
Procedure” on page 332
All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating in
the Offer by providing details of their respective ASBA Account in which the corresponding Bid Amount will
be blocked by SCSBs. In addition to this, the 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. Except for Allocation to RIBs, Non-Institutional
Bidders and the QIBs in the Net QIB Portion, Allocation in the Offer will be on a proportionate basis. Anchor
Investors are not permitted to participate in the Offer through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to
withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at
any stage. Individual Investors can revise their Bids during the Bid/ Offer Period and withdraw their Bids
until the Bid/ Offer Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor
Investor Bidding Date. Allocation to QIBs (other than Anchor Investors) and Non-Institutional Investors will
be on a proportionate basis while allocation to Anchor Investors will be on a discretionary basis. For further
details, see “Terms of the Offer” and “Offer Procedure” on pages 317 and 332 respectively.
The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI and
are subject to change from time to time. Bidders are advised to make their own judgement about an
investment through this process prior to submitting a Bid.
69All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating in the
Offer by providing details of their respective ASBA Account in which the corresponding Bid Amount will be
blocked by the SCSBs and Sponsor Bank, as the case may be. The Individual Bidders shall 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 SCSBs; or (b) through the UPI Mechanism. Non-Institutional Investors with an
application size of up to ₹ 5.00 lakhs shall use the UPI Mechanism and shall also provide their UPI ID in the Bid
cum Application Form submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants
and Registrar and Share Transfer Agents. Anchor Investors are not permitted to participate in the Offer through the
ASBA process. Pursuant to SEBI ICDR Master Circular read with SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master
Circular in relation to the SEBI ICDR Regulations) all individual bidders in initial public offerings whose
application sizes are up to ₹ 5.00 lakhs shall use the UPI Mechanism
The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the
investors are advised to make their own judgment about investment through this process prior to making a Bid or
application in the Offer.
Bidders should note the Offer is also subject to: (i) obtaining final listing and trading approvals of the Stock
Exchange, which our Company shall apply for after Allotment within three Working Days of the Bid/Offer Closing
Date or such other time period as prescribed under applicable law, and (ii) acknowledgment of the RoC for filing
of the Prospectus with the RoC.
For further details on the method and procedure for Bidding, see “Offer Structure”, “Offer Procedure” and “Terms
of the Offer” on pages 328, 332 and 317, respectively.
Illustration of Book Building and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Offer Procedure” on page
332.
Underwriting Agreement
The Underwriting Agreement is dated June 9, 2025. The Underwriter have indicated their intention to underwrite
the following number of Equity Shares:
Name, Address, Indicative Number of Amount Underwritten % of the total Offer size
Telephone Number and Equity Shares to be (in ₹ lakhs) Underwritten
Email Address of the Underwritten
Underwriters
Marwadi Chandarana 57,91,200 16,562.82 100.00
Intermediaries Brokers
Private Limited
In terms of Regulation 260(1) of the SEBI ICDR Regulations, the initial public offer shall be underwritten for
hundred per cent (100%) of the Issue and shall not be restricted up to the minimum subscription level. As per
Regulation 260(2) of SEBI ICDR Regulations, 2018, the Book Running Lead Manager has agreed to underwrite to
a minimum extent of 15% of the Offer out of its own account. In the opinion of the Board of Directors (based on
certificate given by the Underwriters), the resources of the above-mentioned Underwriters are sufficient to enable
them to discharge their respective underwriting obligations in full.
The above-mentioned is indicative underwriting amount and will be finalised after determination of Offer Price and
actual allocation in accordance with provisions of the SEBI ICDR Regulations.
In the opinion of our Board (based on representations made to our Company by the Underwriters), the resources of
the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The
70Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock
Exchange(s). Our Board / IPO Committee, will at its meeting accept and enter 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. The Underwriting Agreement has not been executed as on the date of this Prospectus and will be
executed after determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the
Prospectus with the RoC.
DETAILS OF MARKET MAKING ARRANGEMENT FOR THIS OFFER
The Company and the Book Running Lead Manager have appointed Bhansali Value Creations Private Limited as
the Market Maker to the Offer.
Our Company has entered into Market Making Agreement dated June 9, 2025, with the Market Maker and
supplementary deed dated July 7, 2025, to fulfil the obligations of market making:
The details of Market Maker are set forth below:
Particulars Details
Name Bhansali Value Creations Private Limited
Correspondence Address 507, 508 and 508A, 5th Floor, DSCCSL (53E) Road, Block
53, Zone 5, DTA, Gift City, Gandhinagar – 382355,
Gujarat, India
Investor Grievance e-mail grievance@bvcpl.com
Telephone 0278-6681101
Email info@bvcpl.com
Website www. bvcpl.com
Contact Person Yesha Mehta
CIN U67190GJ2011PTC119323
SEBI Registration Number INZ000245833
Market Maker Registration No. SMEMM0647513032025
In accordance with Regulation 261 of the SEBI ICDR Regulations, we have entered into an agreement with the
Book Running Lead Manager and the Market Maker (duly registered with BSE Limited to fulfil the obligations of
Market Making) dated June 9, 2025 to ensure compulsory Market Making for a minimum period of three years from
the date of listing of equity shares offered in this Issuer.
The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI ICDR Regulations,
and its amendments from time to time and the circulars issued by the BSE and SEBI regarding this matter from time
to time.
1. The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same shall be
monitored by the Stock Exchange. Further, the Market Maker shall inform the Stock Exchange in advance for
each and every black out period when the quotes are not being offered by the Market Maker.
2. The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and
other particulars as specified or as per the requirements of BSE Limited and SEBI from time to time.
3. The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the relevant
circulars issued by SEBI and BSE from time to time
714. The Market Maker is required to comply with SEBI Circular No. CIR/MRD/DSA/31/2012 dated November 27,
2012, SEBI ICDR Regulations and relevant Exchange Circulars including.
5. The price band shall be 20% and the Market Maker Spread (difference between the sell and the buy quote) shall
be within 10% or as intimated by Exchange from time to time.
6. The minimum depth of the quote shall be ₹1,00,000. However, the investors with holdings of value less than
₹1,00,000 shall be allowed to issue their holding to the Market Maker in that scrip provided that they sell their
entire holding in that scrip in one lot along with a declaration to the effect to the selling broker.
7. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for the quotes
given by them.
8. There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his
inventory through market making process, the concerned stock exchange may intimate the same to SEBI after
due verification.
9. There would not be more than five Market Makers for a scrip at any point of time and the Market Makers may
compete with other Market Makers for better quotes to the investors.
10. The shares of the Company will be traded in continuous trading session from the time and day the company
gets listed on SME Platform of BSE Limited and Market Maker will remain present as per the guidelines
mentioned under BSE and SEBI circulars
11. After a period of three (3) months from the market making period, the Market Maker would be exempted to
provide quote if the Shares of Market Maker in our company reaches to 25% of Issue Size. Any Equity Shares
allotted to Market Maker under this Issue over and above 25% of Issue Size would not be taken in to
consideration of computing the threshold of 25% of Issue Size. As soon as the Shares of Market Maker in our
Company reduces to 24% of Issue Size, the Market Maker will resume providing 2 way quotes.
12. On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will
happen as per the equity market hours. The circuits will apply from the first day of the listing on the discovered
price during the pre-open call auction. The securities of the company will be placed in Special Pre-Open Session
(SPOS) and would remain in Trade for Trade settlement for 10 days from the date of listing of Equity shares on
the Stock Exchange.
13. There will be special circumstances under which the Market Maker may be allowed to withdraw
temporarily/fully from the market – for instance due to system problems or any other problems. All controllable
reasons require prior approval from the Exchange, while force majeure will be applicable for non-controllable
reasons. The decision of the Exchange for deciding controllable and non-controllable reasons would be final.
14. The Market Maker shall have the right to terminate the said arrangement by giving a one (1) month advance
notice or on mutually acceptable terms to the Lead Manager, who shall then be responsible to appoint a
replacement Market Maker.
15. In case of termination of the above-mentioned Market Making Agreement prior to the completion of the
compulsory Market Making period, it shall be the responsibility of the Lead Manager to arrange for another
Market Maker in replacement during the term of the notice period being served by the Market Maker but prior
to the date of releasing the existing Market Maker from its duties in order to ensure compliance with the
requirements of regulation 261 of the SEBI ICDR Regulations. Further the Company and the Lead Manager
reserve the right to appoint other Market Makers either as a replacement of the current Market Maker or as an
additional Market Maker subject to the total number of Designated Market Makers does not exceed five or as
specified by the relevant laws and regulations applicable at that particular point of time.
7216. Risk containment measures and monitoring for Market Makers:
BSE SME will have all margins, which are applicable on the BSE main board viz., Mark-to-Market, Value-At
Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base Minimum Capital etc. BSE can impose
any other margins as deemed necessary from time-to-time.
17. Punitive Action in case of default by Market Makers:
BSE SME will monitor the obligations on a real time basis and punitive action will be initiated for any
exceptions and/or non-compliances. Penalties/fines may be imposed by the Exchange on the Market Maker, in
case he is not able to provide the desired liquidity in a particular security as per the specified guidelines. These
penalties / fines will be set by the Stock Exchange from time to time. The Exchange will impose a penalty on
the Market Maker in case he is not present in the market (offering two-way quotes) for at least 75% of the time.
The nature of the penalty will be monetary as well as suspension in market making activities / trading
membership. The Department of Surveillance and Supervision of the Exchange would decide and publish the
penalties / fines / suspension for any type of misconduct/ manipulation/ other irregularities by the Market Maker
from time to time.
18. Price Band and Spreads:
SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid down that for
offer size up to ₹250 crores, the applicable price bands for the first day shall be:
i. In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session
shall be 5% of the equilibrium price
ii. In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session
shall be 5% of the offer price
Additionally, the trading shall take place in TFT segment for first trading 10 days from commencement of
trading. The price band shall be 20% and the market maker spread (difference between the sell and the buy
quote) shall be within 10% or as intimated by Exchange from time to time.
19. The following spread will be applicable on the BSE SME:
Additionally, the securities of the Company will be placed in SPOS and would remain in Trade for Trade
settlement for first 10 days from commencement of trading. The following spread will be applicable on the
SME platform.
Sr. No. Market Price Slab (in ₹) Proposed spread (in % to sale price)
1. Up to 50 9
2. 50 to 75 8
3. 75 to 100 6
4. Above 100 5
20. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the
upper side for market makers during market making process has been made applicable, based on the
Offer size and as follows:
Offer Size Buy quote exemption threshold Re-entry threshold for buy quote
(including mandatory initial (including mandatory initial
inventory of 5% of the Offer Size) inventory of 5% of the Offer Size)
Up to ₹ 20 crore 25% 24%
₹ 20 crore to ₹ 50 crore 20% 19%
₹ 50 Crore to ₹ 80 crore 15% 14%
Above ₹ 80 crore 12% 11%
7321. The Market Maker arrangement, trading and other related aspects including all those specified above shall be
subject to the applicable provisions of law and / or norms issued by SEBI/BSE from time to time.
22. All the above mentioned conditions and systems regarding the Market Making Arrangement are subject to
change based on changes or additional regulations and guidelines from SEBI and Stock Exchange from time to
time.
23. On the first day of listing, there will be a pre-open session (call auction) and there after trading will happen as
per the equity markets hours. The circuits will apply from the first day of the listing on the discovered price
during the pre-open call auction. The securities of the Company will be placed in SPOS and would remain in
Trade for Trade settlement for 10 days from the date of listing of Equity Shares on the Stock Exchange.
74CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Prospectus, is set forth below:
(in ₹ lakhs, except share data or indicated otherwise)
Sr. Aggregate Aggregate value
Particulars
No. nominal value at Offer Price(1)
A. AUTHORIZED SHARE CAPITAL
2,45,00,000 Equity Shares of face value ₹10 each 2,450.00 -
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
BEFORE THE OFFER
1,66,58,761 Equity Shares of face value ₹10 each 1,665.88 -
C. PRESENT OFFER
Offer of up to 57,91,200 Equity Shares of face value ₹ 10 each(2) 579.12 16,562.83
aggregating to ₹ 16,562.83 lakhs.
Of which
Fresh Issue of up to 47,91,200 Equity Shares of face value ₹ 10 each 479.12 13,702.83
aggregating up to ₹ 13,702.83 lakhs (2)
Offer for Sale of up to 10,00,000 Equity Shares of face value ₹10 each 100.00 2,860.00
aggregating up to ₹ 2,860.00 lakhs (3)
Which includes
Market Reservation Portion of up to 4,17,600 Equity Shares of face 41.76 1,194.34
value of ₹ 10 each aggregating up to ₹ 1,194.34 lakhs
Net Offer to the public of up to 53,73,600 Equity Shares 537.36 15,368.50
D. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
AFTER THE OFFER(1)
2,14,49,961 Equity Shares of face value ₹10 each 2145.00 -
E. SECURITIES PREMIUM ACCOUNT
Before the Offer 2,880.47
After the Offer (1) 16,104.18
Notes:
1. Subject to finalisation of basis of allotment.
2. The Offer has been authorised by our Board pursuant to its resolution dated March 12, 2025 and the Fresh Issue has been authorised by our
Shareholders pursuant to their resolution dated March 17, 2025.
3. Each of the Selling Shareholder confirm that the Offered Shares held by them respectively, are eligible for being offered for sale in the Offer as
required under Regulation 8 of the SEBI ICDR Regulations. Further, our Board pursuant to its resolution dated March 12, 2025 has taken on record
the consent letters each dated March 12, 2025 issued by Deven Mahendrakumar Shah and Rhetan Estate Private Limited, respectively consenting to
participate in the Offer for Sale. For details on authorisation of the Selling Shareholders in relation to their respective portion of the Offered Shares,
see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 56 and 302, respectively.
For details of changes to our Company’s authorised share capital in the last 10 years, see “History and Certain Corporate
Matters – Amendments to the Memorandum of Association” on page 172.
75Notes to the Capital Structure:
1. Share capital history of our Company:
(a) Equity share capital
The following table sets forth the history of the equity share capital of our Company:
Date of No of Equity Face Issue price Nature of Reasons / nature Name of allottees Cumulative no Cumulative paid-
allotment Shares value per equity considerations of allotment of equity shares up equity share
(₹) share (₹) capital (in ₹)
January 17, 20,00,000 10 10 Cash Subscription to Allotment of 8,00,000 Equity 20,00,000 2,00,00,000
2022 MOA Shares to Bhimji Nanji Patel,
6,00,000 Equity Shares to Kunal
Bhimji Patel, 5,99,200 Equity
Shares to Harshit Bhimji Patel, 200
Equity Shares to Dhara Patel, 200
Equity Shares to Kanta Bhachu
Chandat, 200 Equity Shares to
Nilesh Gokar Patel and 200 Equity
Shares to Jinal Bhachu Chandat
January 31, 2,85,860 10 962 Cash Private Allotment of 1,55,925 Equity 22,85,860 2,28,58,600
2024 Placement Shares to Deven Shah and
1,29,935 Equity Shares to Rhetan
Estate Private Limited.
October 29, 43,428 10 1969 Cash Private Allotment of 10,157 Equity Shares 23,29,288 2,32,92,880
2024 Placement to NG Family Trust, 2,539 Equity
Shares to Puneet Tandon, 762
Equity Shares to Madhava Rao
Nalla, 508 Equity Shares to
Akshay Arora, 1,270 Equity
Shares to Pratik Sanghi, 1,270
Equity Shares to Abhishek
Khandelwal HUF, 1,270 Equity
Shares to Ram Khandelwal, 1,270
Equity Shares to Rishabh Dugar,
1,016 Equity Shares to Rekha
Agarwal, 2,539 Equity Shares to
Amritaanshu Agarwal, 2,539
Equity Shares to Pankaj Ganjoo,
76Date of No of Equity Face Issue price Nature of Reasons / nature Name of allottees Cumulative no Cumulative paid-
allotment Shares value per equity considerations of allotment of equity shares up equity share
(₹) share (₹) capital (in ₹)
1,270 Equity Shares to Tatavarthy
Chinna Venkata Narasimha Rao,
1,270 Equity Shares to Mit Chag,
1,270 Equity Shares Ankit Pawan
Jalan, 1,270 Equity Shares to
Anjali Sangtani, 1,270 Equity
Shares to Rahul Khera, 1,270
Equity Shares to Vikas Kochhar,
1,270 Equity Shares to Vivek
Doda, 1,270 Equity Shares to
Khyati Mehul Jani, 1,270 Equity
Shares to Khushbu Agrawal, 1,016
Equity Shares to Rudradeep
Banerjee, 1,270 Equity Shares to
Rwittika Khatua, 1,270 Equity
Shares to Manish Hathiramani,
762 Equity Shares to Aarti Juneja,
1,270 Equity Shares to Rahul Jain
and 1,270 Equity Shares to Nayna
Nagpal.
December 11, 50,535 10 1969 Cash Private Allotment of 25,394 Equity Shares 23,79,823 2,37,98,230
2024 Placement to Karthik Sundar, Iyer, 7,618
Equity Shares to Rajiv Gupta,
5,079 Equity Shares to Zaveri
Laser Prints Private Limited, 5,079
Equity Shares to Ashika Global
Finance Private Limited, 1,270
Equity Shares to Huma Saleem
Qureshi, 1,270 Equity Shares to
Mimi Chakraborty, 1,270 Equity
Shares to Prashant Mehta, 2,539
Equity Shares to KN Family Trust,
1,016 Equity Shares to Rajeev
Kumar.
February 26, 1,42,78,938 10 N.A. Other than cash Bonus issue in the Allotment of 48,00,000 Equity 1,66,58,761 16,65,87,610
2025 ratio of 6 (six) Shares to Bhimji Nanji Patel,
equity shares for 36,00,000 Equity Shares to Kunal
every 1 (one) Bhimji Patel, 30,14,676 Equity
77Date of No of Equity Face Issue price Nature of Reasons / nature Name of allottees Cumulative no Cumulative paid-
allotment Shares value per equity considerations of allotment of equity shares up equity share
(₹) share (₹) capital (in ₹)
equity share held Shares to Harshit Bhimji Patel,
as of February 21, 9,35,550 Equity Shares to Deven
2025 Mahendrakumar Shah, 7,79,610
Equity Shares to Rhetan Estate
Private Limited, 3,04,722 Equity
Shares to Minerva Ventures Fund,
1,52,364 Equity Shares to Karthik
Sundar Iyer, 96,000 Equity Shares
to Deepak Vashdev Hemnani
HUF, 96,000 Equity Shares to
Kashyap Jayant Desai, 60,942
Equity Shares to NG Family (Trust
Nitinbhai Govindbhai Patel And
Gitaben Nitinbhai Patel), 60,942
Equity Shares to Harshit Biren
Gandhi, 45,708 Equity Shares to
Rajiv Gupta, 30,474 Equity Shares
to Ashika Global Finance Private
Limited, 30,474 Equity Shares to
Zaveri Laser Prints Private
Limited, 15,240 Equity Shares to
Jatin R Mansata, 15,234 Equity
Shares to Amritaanshu Agrawal,
15,234 Equity Shares to Kushal
Patel (KN Family Trust), 15,234
Equity Shares to Pankaj Ganjoo,
15,234 Equity Shares to Puneet
Tandon, 7,620 Equity Shares to
Abhishek Dilip Pradhan, 7,620
Equity Shares to Anjali Sangtani,
7,620 Equity Shares to Huma S
Qureshi, 7,620 Equity Shares to
Khushbu Agrawal, 7,620 Equity
Shares to Khyati Mehul Jani, 7,620
Equity Shares to Manish
Hathiramani, 7,620 Equity Shares
to Mimi Chakraborty, 7,620
Equity Shares to Rahul Jain, 7,620
78Date of No of Equity Face Issue price Nature of Reasons / nature Name of allottees Cumulative no Cumulative paid-
allotment Shares value per equity considerations of allotment of equity shares up equity share
(₹) share (₹) capital (in ₹)
Equity Shares to Rahul Khera,
7,620 Equity Shares to Rwittika
Khatua, 7,620 Equity Shares to
Tatavarthy Chinna Venkata
Narasimha Rao, 7,620 Equity
Shares to Abhishek Khandelwal
(HUF), 7,620 Equity Shares to
Ankit Pawan Jalan, 7,620 Equity
Shares to Mit Anilkumar Chag,
7,620 Equity Shares to Nayna
Nagpal, 7,620 Equity Shares to
Prashant H Mehta, 7,620 Equity
Shares to Pratik Shubhkaran
Sanghi, 7,620 Equity Shares to
Ram Khandelwal, 7,620 Equity
Shares to Rishabh Dugar, 7,620
Equity Shares to Vikas Kochhar,
7,620 Equity Shares to Vivek
Doda, 6,096 Equity Shares to
Rajeev Kumar, 6,096 Equity
Shares to Rudradeep Banerjee,
6,096 Equity Shares to Rekha
Surendra Agrawal, 4,572 Equity
Shares to Aarti Jeetendra Juneja,
4,572 Equity Shares to Madhava
Rao Nalla, 3,048 Equity Shares to
Akshay Arora, 1,200 Equity
Shares to Dhara Kunal Patel, 1,200
Equity Shares to Jinal Bhachu
Chandat, 1,200 Equity Shares to
Kanta Bhachu Chandat, 1,200
Equity Shares to Nilesh Gokar
Patel.
79(b) History of Preference share capital
As on the date of this Prospectus, our Company does not have any Preference Share Capital.
2. Equity shares issued for consideration other than cash or out of revaluation of reserves
Our Company has not issued any Equity Shares out of revaluation reserves since its incorporation. Except as disclosed
below, our Company has not issued any equity shares for consideration other than cash or any bonus issues since its
incorporation:
Date of No of Equity Face Issue Nature of Reasons/nature Name of the Allottees
allotment Shares value price per consideration of allotment
(₹) equity s
share (₹)
February 1,42,78,938 10 N.A. Other than Bonus issue in the Allotment of 48,00,000
26, 2025 Cash ratio of 6 (six) Equity Shares to Bhimji
equity shares for Nanji Patel, 36,00,000
every 1 (one) Equity Shares to Kunal
equity share held. Bhimji Patel, 30,14,676
Equity Shares to Harshit
Bhimji Patel, 9,35,550
Equity Shares to Deven
Mahendrakumar Shah,
7,79,610 Equity Shares to
Rhetan Estate Private
Limited, 3,04,722 Equity
Shares to Minerva Ventures
Fund, 1,52,364 Equity
Shares to Karthik Sundar
Iyer, 96,000 Equity Shares
to Deepak Vashdev
Hemnani HUF, 96,000
Equity Shares to Kashyap
Jayant Desai, 60,942 Equity
Shares to NG Family (Trust
Nitinbhai Govindbhai Patel
And Gitaben Nitinbhai
Patel), 60,942 Equity Shares
to Harshit Biren Gandhi,
45,708 Equity Shares to
Rajiv Gupta, 30,474 Equity
Shares to Ashika Global
Finance Private Limited,
30,474 Equity Shares to
Zaveri Laser Prints Private
Limited, 15,240 Equity
Shares to Jatin R Mansata,
15,234 Equity Shares to
Amritaanshu Agrawal,
15,234 Equity Shares to
Kushal Patel (KN Family
Trust), 15,234 Equity
Shares to Pankaj Ganjoo,
15,234 Equity Shares to
Puneet Tandon, 7,620
Equity Shares to Abhishek
Dilip Pradhan, 7,620 Equity
Shares to Anjali Sangtani,
80Date of No of Equity Face Issue Nature of Reasons/nature Name of the Allottees
allotment Shares value price per consideration of allotment
(₹) equity s
share (₹)
7,620 Equity Shares to
Huma S Qureshi, 7,620
Equity Shares to Khushbu
Agrawal, 7,620 Equity
Shares to Khyati Mehul
Jani, 7,620 Equity Shares to
Manish Hathiramani, 7,620
Equity Shares to Mimi
Chakraborty, 7,620 Equity
Shares to Rahul Jain, 7,620
Equity Shares to Rahul
Khera, 7,620 Equity Shares
to Rwittika Khatua, 7,620
Equity Shares to Tatavarthy
Chinna Venkata Narasimha
Rao, 7,620 Equity Shares to
Abhishek Khandelwal
(HUF), 7,620 Equity Shares
to Ankit Pawan Jalan, 7,620
Equity Shares to Mit
Anilkumar Chag, 7,620
Equity Shares to Nayna
Nagpal, 7,620 Equity
Shares to Prashant H Mehta,
7,620 Equity Shares to
Pratik Shubhkaran Sanghi,
7,620 Equity Shares to Ram
Khandelwal, 7,620 Equity
Shares to Rishabh Dugar,
7,620 Equity Shares to
Vikas Kochhar, 7,620
Equity Shares to Vivek
Doda, 6,096 Equity Shares
to Rajeev Kumar, 6,096
Equity Shares to Rudradeep
Banerjee, 6,096 Equity
Shares to Rekha Surendra
Agrawal, 4,572 Equity
Shares to Aarti Jeetendra
Juneja, 4,572 Equity Shares
to Madhava Rao Nalla,
3,048 Equity Shares to
Akshay Arora, 1,200 Equity
Shares to Dhara Kunal
Patel, 1,200 Equity Shares
to Jinal Bhachu Chandat,
1,200 Equity Shares to
Kanta Bhachu Chandat,
1,200 Equity Shares to
Nilesh Gokar Patel.
3. Allotment of equity shares pursuant to schemes of arrangement
Our Company has not issued or allotted any equity shares pursuant to any schemes of arrangement approved under
sections 391-394 of the Companies Act, 1956 or sections 230 - 234 of the Companies Act, 2013.
814. Issue of equity shares at a price lower than the Offer Price in the last one year
Except for issue of Bonus Shares and as mentioned above under “Capital Structure - Equity shares issued for
consideration other than cash or out of revaluation of reserves” on page 75, our Company has not issued any Equity
Shares at a price which may be lower than the Offer Price during a period of one year preceding the date of this
Prospectus.
5. Issue of Equity Shares under employee stock option schemes
Our Company has not issued any Equity Shares under any employee stock option scheme or employee stock purchase
scheme.
6. Shareholding pattern of our Company
The table below presents the equity shareholding pattern of our Company as on the date of this Prospectus:
82Category Category Number of Number of Num Numb Total Shareholdi Number of Voting Rights held in each Number Shareholdi Number of Number of Number of
(I) of shareholde fully paid-up ber er of number of ng as a % class of securities (IX) of Equity ng, as a % locked in Equity Shares Equity Shares
sharehold rs (III) Equity of shares Equity of total shares assuming Equity Shares pledged or held in
er (II) Shares held partl underl Shares held number of underlyin full (XII) otherwise dematerialized
(IV) y ying (VII) Equity g conversion encumbered form (XIV)
paid- Deposi =(IV)+(V)+ Shares outstandi of (XIII
up tory (VI) (calculated Number of Voting Rights Total ng convertible
Equi Receip as per Class Clas Total as a % convertibl securities
ty ts (VI) SCRR, (Equity s of e (as a As a As a
Shar 1957) Shares) (Ot (A+B+ securities percentage % of % of
es (VIII) As a hers C) (including of diluted total total
held % of ) warrants) Equity Numb Equit Numb Equit
(V) (A+B+C2) (X) Share er (a) y er (a) y
capital) Share Share
(XI)= s held s held
(VII)+(X) (b) (b)
As a % of
(A+B+C2)
Promoter 4 1,33,19,922 - - 1,33,19,922 79.96 1,33,19,922 - 1,33,19,922 79.96 - - - - - - 1,33,19,922
and
(A)
Promoter
Group
(B) Public 45 33,38,839 - - 33,38,839 20.04 33,38,839 - 33,38,839 20.04 - - - - - - 33,38,839
Non - - - - - - - - - - - - - - - - -
(C) Promoter-
Non Public
Shares - - - - - - - - - - - - - - - - -
(C1) underlying
DRs
Shares - - - - - - - - - - - - - - - - -
held by
(C2)
Employee
Trusts
Total 49 1,66,58,761 - - 1,66,58,761 100.00 1,66,58,761 - 1,66,58,761 100.00 - - - - - - 1,66,58,761
837. Details of shareholding of the major Shareholders of our Company.
As on the date of this Prospectus, our Company has 49 Shareholders.
a) Set forth below are details of Shareholders holding 1% or more of the paid-up equity share capital of our Company
as on the date of this Prospectus and as of 10 days prior to the date of this Prospectus.
Sr. Number of Equity Shares Percentage of pre-Offer
Shareholder
No. of face value of ₹ 10 each Equity Share capital (%)*
1. Bhimji Nanji Patel 91,17,122 54.73
2. Kunal Bhimji Patel 42,00,000 25.21
4. Deven Mahendrakumar Shah 10,91,475 6.55
5. Rhetan Estate Private Limited 9,09,545 5.46
6. Minerva Ventures Fund 3,55,509 2.13
7. Karthik Sundar 1,77,758 1.07
Total 1,58,51,409 95.15
b) Set forth below are details of Shareholders holding 1% or more of the paid-up equity share capital of our Company
as of one year prior to the date of this Prospectus.
Sr. Number of Equity Shares Percentage of pre-Offer
Shareholder
No. of face value of ₹ 10 each Equity Share capital (%)*
1. Bhimji Nanji Patel 8,00,000 35.00
2. Kunal Bhimji Patel 6,00,000 26.25
3. Harshit Bhimji Patel 5,99,200 26.21
4. Deven Mahendrakumar Shah 1,55,925 6.82
5. Rhetan Estate Private Limited 1,29,935 5.68
Total 22,85,060 99.97
* The percentage is calculated against the total share capital of our Company.
c) Set forth below are details of Shareholders holding 1% or more of the paid-up equity share capital of our Company
as of two years prior to the date of this Prospectus.
Sr. Shareholder Number of Equity Shares Percentage of pre-Offer
No. of face value of ₹ 10 each Equity Share capital
(%)*
1. Bhimji Nanji Patel 8,00,000 40.00
2. Kunal Bhimji Patel 6,00,000 30.00
3. Harshit Bhimji Patel 5,99,200 29.96
Total 19,99,200 99.96
* The percentage is calculated against the total share capital of our Company.
8. Details of Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company
Sr Name Number of Equity Percentage of the Percentage of the
No Shares pre-Offer Equity post-Offer Equity
Share capital* (%) Share capital* (%)
Directors
1. Bhimji Nanji Patel 91,17,122 54.73 42.50
2. Kunal Bhimji Patel 42,00,000 25.21 19.58
Key Managerial Personnel*
Except as mentioned above in details of Shareholding of our Directors, none of the Key Managerial Personnel
hold any share in the Company.
Senior Managerial Personnel
As on the date of this Prospectus, our Senior Managerial Personnel do not hold any Equity Shares in the Company.
84* Bhimji Nanji Patel (Chairman and Whole Time Director) and Kunal Bhimji Nanji Patel (Managing Director) are the Key Managerial Personnel
of the Company.
9. Details of Shareholding of our Promoter, members of Promoter Group in our Company
As on the date of this Prospectus, our Promoters, Bhimji Nanji Patel and Kunal Bhimji Patel holds 1,33,17,122
Equity Shares aggregating to approximately 79.94% of the issued, subscribed and paid-up Equity Share capital of
our Company.
Set forth below is the build-up of the equity shareholding of our Promoter and promoter group, since incorporation
of our Company.
Date of No of Face Issue/ Nature of Nature of Percentage of Post Offer
allotment/ Equity value Transfer/ considerations transaction Equity Share Percentage of
transfer/ Shares (₹) Acquisition capital of the Equity Share
acquisition price per Company (%) capital of the
of equity equity Company (%)*
shares share (₹)
Bhimji Nanji Patel
January 17, Subscription
8,00,000 10 10 Cash 4.80 3.73
2022 to MOA
February 48,00,000 10 N.A. Other than cash Bonus issue 28.81
26, 2025 in the ratio
of 6 (six)
equity
22.38
shares for
every 1
(one) equity
share.
March 25, 35,17,122 10 N.A. Other than cash Gift from 21.11
2025 Harshit 16.40
Bhimji Patel
Total 91,17,122 10 - - - 54.73 42.50
Kunal Bhimji Patel
January 17, Subscription
6,00,000 10 10 Cash 3.60 2.80
2022 to MOA
February 36,00,000 10 N.A. Other than cash Bonus issue 21.61 16.78
26, 2025 in the ratio
of 6 (six)
equity
shares for
every 1
(one) equity
share.
Total 42,00,000 10 - - - 25.21 19.58
Kanta Bhachu Chandat
January 17, 200 10 10 Cash Subscription Negligible
Negligible
2022 to MOA
February 1,200 10 N.A. Other than cash Bonus issue 0.01 0.01
26, 2025 in the ratio
of 6 (six)
equity
shares for
every 1
(one) equity
share.
Total 1,400 10 - - - 0.01# 0.01#
Dhara Kunal Patel
January 17, 200 10 10 Cash Subscription Negligible Negligible
2022 to MOA
February 1,200 10 N.A. Other than cash Bonus issue 0.01 0.01
26, 2025 in the ratio
of 6 (six)
equity
shares for
every 1
85Date of No of Face Issue/ Nature of Nature of Percentage of Post Offer
allotment/ Equity value Transfer/ considerations transaction Equity Share Percentage of
transfer/ Shares (₹) Acquisition capital of the Equity Share
acquisition price per Company (%) capital of the
of equity equity Company (%)*
shares share (₹)
(one) equity
share.
Total 1,400 10 - - - 0.01# 0.01#
* Subject to finalisation of Basis of Allotment.
# Rounded off to the nearest multiple
10. There are no financing arrangements wherein the Promoters, Promoter Group, the Directors of our Company and
their relatives, have financed the purchase by any other person of securities of our Company other than in the normal
course of the business of the financing entity during the period of six (6) months immediately preceding the date of
filing of the Prospectus.
11. All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such Equity
Shares. Further, none of the Equity Shares held by our Promoters are pledged as of the date of this Prospectus.
12. The entire shareholding of our Promoters is in dematerialised form as of the date of this Prospectus. Except as
disclosed below, the members of the Promoter Group (other than our Promoter) do not hold any Equity Shares as on
the date of this Prospectus:
Sr. Shareholder Pre – Offer Post - Offer
No. Number of Equity Percentage of No. of Equity Percentage of
Shares of face Equity Share Shares Equity Share
value of ₹ 10 each capital (%) capital (%)*
1. Kanta Bhachu Chandat 1,400 0.01 1,400 0.01
2. Dhara Kunal Patel 1,400 0.01 1,400 0.01
* Subject to finalisation of Basis of Allotment
(a) Details of Promoters’ contribution and lock-in for three years
In compliance with Regulation 236 and 238 of the SEBI (ICDR) Regulations, 20% of the fully diluted post-Issue
capital held by the Promoter shall be locked in for a period of three years from the date of Allotment ("Minimum
Promoter’s Contribution"). Any Promoter shareholding exceeding 20% of the fully diluted post-Issue equity share
capital shall be subject to the following lock-in conditions:
i. Fifty percent of the Promoter’s holding exceeding the Minimum Promoter’s Contribution shall be locked in for
a period of two years from the date of allotment in the Offer; and
ii. The remaining fifty percent of the Promoter’s holding exceeding the Minimum Promoter’s Contribution shall
be locked in for a period of one year from the date of allotment in the Offer.
The lock-in of the Minimum Promoter’s Contribution would be created as per applicable laws and procedures and
details of the same shall also be provided to the Stock Exchange before the listing of the Equity Shares.
Our Promoters have given their consent to include such number of Equity Shares held by it as may constitute 20%
of the fully diluted post Issue Equity Share capital of our Company as Promoters’ Contribution. Our Promoter have
agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner, the Promoters’ Contribution from
the date of filing this Prospectus, 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.
(b) Details of the Equity Shares to be locked-in for three years from the date of Allotment as Minimum Promoter’s
Contribution are set forth in the table below:
86Name Number Date of Nature of Face Offer/ Percentag Percentag Lock-in
of the of Equity allotment transacti Value Acquisiti e of the e of the Period
Promot Shares of Equity on per on price pre- post-
er locked- Shares Equity per Offer Offer
in* and when Share Equity paid-up paid-up
made (₹) Share (₹) capital capital
fully (%) (%)
paid-up
Bhimji 1,11,440 January 17, Subscriptio 10 10 0.67 0.52 3 Years
Nanji 2022 n to MOA
Patel
Kunal 6,00,000 January 17, Subscriptio 10 10 3.60 2.80
Bhimji 2022 n to MOA
Patel 36,00,000 February Bonus 10 NA 21.61 16.78
26, 2025 Issue
Total 43,11,440 25.88 20.10
* Subject to finalisation of basis of allotment
(c) Our Promoter have given consent to include such number of Equity Shares held by them as may constitute 20% of
the fully diluted post-Offer Equity Share capital of our Company as the Minimum Promoters’ Contribution. Our
Promoter have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner, the
Promoter’s Contribution from the date of filing of this Prospectus, 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 Minimum Promoters’ Contribution has been brought in to the extent of not
less than the specified minimum lot and from the persons defined as “promoter” under the SEBI ICDR Regulations.
(d) The Promoter’s Contribution has been brought to the extent of not less than the specified minimum lot and from
persons defined as ‘promoter’ under the SEBI (ICDR) Regulations.
(e) The Equity Shares that are being locked-in are not, and will not be, ineligible for computation of Promoter’
Contribution under Regulation 237 of the SEBI (ICDR) Regulations. In this computation, as per Regulation 237 of
the SEBI (ICDR) Regulations, our Company confirms that the Equity Shares which are being locked-in do not, and
shall not, consist of:
Eligibility of Share for “Minimum Promoters Contribution in terms of clauses of Regulation 237(1) of SEBI
(ICDR) Regulations, 2018
Reg No. Promoters’ Minimum Contribution Eligibility Status of Equity Shares forming
Conditions part of Promoter’s Contribution
237(1)(a)(i) Specified Securities acquired during the The minimum Promoter’s contribution does
preceding three years, if they are acquired for not consist of such Equity Shares. Hence
consideration other than cash and revaluation of Eligible
assets or capitalization of intangible assets is
involved in such transaction.
237(1)(a)(ii) Specified Securities acquired during the The minimum Promoter’s contribution does
preceding three years, resulting from a bonus not consist of such Equity Shares. Hence
issue by utilisation of revaluation reserves or Eligible
unrealised profits of the issuer or from bonus
issue against equity shares which are ineligible
for minimum promoters’ contribution;
237(1)(b) Specified Securities acquired by promoters The minimum Promoter’s contribution does
during the preceding one year, at a price lower not consist of such Equity Shares. Hence
than the price at which the specified securities are Eligible
being offered to the public in the initial public
offer.
87237(1)(c) Specified securities allotted to the promoters The minimum Promoter’s contribution does
during the preceding one year at a price less than not consist of such Equity Shares. Hence
the issue price, against funds brought in by them Eligible
during that period, in case of an issuer formed by
conversion of one or more partnership firms or
limited liability partnerships, where the partners
of the erstwhile partnership firms or limited
liability partnerships are the promoters of the
issuer and there is no change in the management.
Provided that specified securities, allotted to
promoters against capital existing in such firms
for a period of more than one year on a
continuous basis, shall be eligible.
237(1)(d) Specified securities pledged with any creditor Our Promoter has not pledged any shares with
any creditors. Accordingly, the minimum
Promoter’s contribution does not consist of
such Equity Shares. Hence Eligible
Our Company has not been formed by the conversion of a partnership firm into a company in the past one year and
thus, no Equity Shares have been issued to our Promoter upon conversion of a partnership firm in the past one year.
All the Equity Shares held by the Promoter are held in dematerialized form.
Other than the Equity Shares locked-in as Promoter’s Contribution for a period of three years as stated in the table
above, the entire pre-Issue capital of our Company, including the excess of minimum Promoter’ Contribution, as per
Regulation 237 (1) (a) and (b) and 238 of the SEBI (ICDR) Regulations, shall be locked in as follows:
i. Fifty percent of the Promoter’s holding exceeding the Minimum Promoter’s Contribution shall be locked in for
a period of two years from the date of allotment in the Offer; and
ii. The remaining fifty percent of the Promoter’s holding exceeding the Minimum Promoter’s Contribution shall
be locked in for a period of one year from the date of allotment in the Offer.
Such lock – in of the Equity Shares would be created as per the bye laws of the Depositories.
13. Other Requirements in respect of ‘lock-in’
In terms of Regulation 243 of the SEBI (ICDR) Regulations, the Equity Shares held by persons other than the
Promoters prior to the Offer may be transferred to any other person holding the Equity Shares which are locked-in
as per Regulation 239 of the SEBI (ICDR) Regulations, subject to continuation of the lock-in in the hands of the
transferees for the remaining period and compliance with the Takeover Code as applicable.
In terms of Regulation 243 of the SEBI (ICDR) Regulations, the Equity Shares held by our Promoter which are
locked in as per the provisions of Regulation 237 (a) and (b) and 238 of the SEBI (ICDR) Regulations, may be
transferred to and amongst Promoter(s) / members of the Promoter Group or to a new promoter or persons in control
of our Company, subject to continuation of lock-in in the hands of transferees for the remaining period and
compliance of Takeover Code, as applicable.
In terms of Regulation 242 of the SEBI (ICDR) Regulations, the locked-in Equity Shares held by our Promoter can
be pledged only with any scheduled commercial banks or public financial institutions or a systemically important
non-banking finance company or a housing finance company as collateral security for loans granted by such banks
or financial institutions, provided that such loans have been granted for the purpose of financing one or more of the
objects of the Issue and pledge of the Equity Shares is a term of sanction of such loans.
In terms of Regulation 242 of the SEBI ICDR Regulations, locked in Equity Shares held by the Promoter may be
pledged only with scheduled commercial banks, public financial institutions, systemically important non-banking
finance companies or 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 sanction of such loans subject to the following
conditions:
88i. In respect of the fifty percent of the Promoter’s holding exceeding the Minimum Promoter’s Contribution
locked in for a period of two years, the pledge of the Equity Shares is one of the terms of the sanction of the
loan.
ii. In respect of the remaining fifty percent of the Promoter’s holding exceeding the Minimum Promoter’s
Contribution locked in for a period of one year, the pledge of the Equity Shares is one of the terms of the
sanction of the loan.
iii. In respect of Equity Shares which are locked in for a period of three years, the loan has been granted by such
scheduled commercial bank or public financial institution or systemically important non-banking finance
company or housing finance company to our Company for the purpose of financing one or more of the Objects
of the Issue and the pledge of the Equity Shares is one of the terms of the sanction of the loan.
As per Regulation 268(2) of the SEBI ICDR Regulations, an oversubscription to the extent of 10% of the NET Offer
can be retained for the purposes of rounding off to the nearer multiple of minimum allotment lot, while finalizing
the Basis of Allotment. Consequently, the actual allotment may go up by a maximum of 10% of the Offer as a result
of which, the post-offer paid up capital after the Offer would also increase by the excess amount of allotment so
made. In such an event, the Equity Shares held by the Promoter and subject to lock-in shall be suitably increased so
as to ensure that 20% of the Post Offer paid-up capital is locked in for three years.
14. There has been no acquisition of equity shares with any special rights including any right to nominate Directors on
our Board, in the immediately preceding three years (including the immediately preceding one year) by our Promoter,
the Selling Shareholders, members of the Promoter Group and Shareholders.
Lock-in of Equity Shares Allotted to Anchor Investors
In terms of Schedule XIII of the SEBI ICDR Regulations, the Equity Shares, if any, allotted to Anchor Investors
shall be locked in for a period of 90 days on the fifty per cent of the shares allotted to the anchor investors from the
date of allotment and a lock in of 30 days on the remaining 50 per cent of the shares allotted to the anchor investors
from the date of Allotment of such Equity Shares.
15. Our Company, our Promoter, our Directors and the BRLM have no existing buyback arrangements or any other
similar arrangements for the purchase of Equity Shares being offered through the Offer.
16. The post-Offer paid up Equity Share Capital of our Company shall not exceed the authorised Equity Share Capital
of our Company.
17. There have been no financing arrangements whereby our Directors or any of their relatives have financed the
purchase by any other person of securities of our Company during the six months immediately preceding the date of
filing of this Prospectus.
18. No person connected with the Offer, including, but not limited to, our Company, the members of the Syndicate, 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, except for fees or commission for services rendered in relation to the
Offer.
19. Except for the Pre-IPO Placement, if any, there neither have been and there will be no further issue/offer 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 filing of the Prospectus with SEBI until the Equity Shares have been listed
on the Stock Exchange or all application monies have been refunded, as the case may be.
20. This Offer is being made through Book Building Method.
21. No person connected with the Offer shall offer any incentive, whether direct or indirect, in the nature of discount,
commission, and allowance, or otherwise, whether in cash, kind, services or otherwise, to any Applicant.
22. As per RBI regulations, OCBs are not allowed to participate in this Offer.
8923. Our Company has no outstanding warrants, options to be issued or rights to convert debentures, loans or other
convertible instruments into Equity Shares as on the date of this Prospectus.
24. 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.
25. Our Company shall ensure that any transactions in Equity Shares by our Promoter and the Promoter Group during
the period between the date of filing the Prospectus and the date of closure of the Offer, shall be reported to the Stock
Exchange within 24 hours of the transaction.
26. All Equity Shares offered pursuant to the Offer shall be fully paid-up at the time of Allotment and there are no partly
paid-up Equity Shares as on the date of this Prospectus.
27. As on the date of this Prospectus, the BRLM and their respective associates (as defined under the Securities and
Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of our Company.
The BRLM and their affiliates may engage in the transactions with and perform services for our Company in the
ordinary course of business or may in the future engage in commercial banking and investment banking transactions
with our Company for which they may in the future receive customary compensation.
28. As on the date of this Prospectus, we do not have any Employees Stock Option Scheme / Employees Stock Purchase
Scheme/ Stock Appreciation Rights Scheme and we do not intend to allot any shares to our employees under
Employee Stock Option Scheme/ Employee Stock Purchase Plan/ Stock Appreciation Rights Scheme from the
proposed Offer. As and when, options are granted to our employees under the Employee Stock Option Scheme, our
Company shall comply with the SEBI (Share Based Employee Benefits) Regulations, 2014.
29. Our Promoter and the members of our Promoter Group will not subscribe in the Offer.
30. An over-subscription to the extent of 1% of the Offer subject to the maximum post Offer paid up capital of ₹ 25 cr.
can be retained for the purpose of rounding off to the nearest integer during finalizing the allotment, subject to
minimum allotment, which is the minimum application size in this Offer. Consequently, the actual allotment may go
up by a maximum of 1% of the Offer, as a result of which, the post-Offer paid up capital after the Offer would also
increase by the excess amount of allotment so made. In such an event, the Equity Shares held by the Promoter and
subject to 3-year lock- in shall be suitably increased; so as to ensure that 20% of the post Offer paid-up capital is
locked in.
31. Our Company has not raised any bridge loans which are proposed to be repaid from the proceeds of the Offer.
90OBJECTS OF THE OFFER
The Net Proceeds of the Fresh Issue, i.e., Gross Proceeds of the Fresh Issue less the offer expenses apportioned to
our Company are proposed to be utilised in the following manner:
1. Funding working capital requirements of our Company;
2. Pre-payment or repayment of certain outstanding borrowings availed by our Company from Banks/ Financial
Institutions;
3. General Corporate Purposes
(Collectively referred to herein as the “Objects”/ “Objects of the Offer”)
The Offer comprises of a Fresh Issue of up to 47,91,200 Equity Shares of face value ₹ 10 each aggregating up to
₹ 13,702.83 lakhs by our Company and an Offer for Sale of up to 10,00,000 Equity Shares of face value ₹ 10 each
aggregating to ₹ 2,860.00 lakhs by the Selling Shareholders. For details, please refer chapter titled “The Offer” on
page 91.
OFFER FOR SALE
The Selling Shareholders will be entitled to their portion of the proceeds from the Offer for Sale after deducting
proportionate Offer related expenses and relevant taxes thereon. The proceeds of the Offer for Sale shall be
received by the Selling Shareholders and will not form part of the Net Proceeds. Our Company will not receive
any proceeds received from the Offer for Sale. Except for the listing fees and Auditor Fees which shall be solely
borne by our Company, all Offer related expenses will be shared, upon successful completion of the Offer, between
our Company and the Selling Shareholders on a pro-rata basis, in proportion to the Equity Shares issued and
allotted by our Company in the Fresh Offer and the Equity Shares offered by the Selling shareholders in the Offer
for Sale. For further details of the Offer for Sale, please refer chapter titled “The Offer” beginning on page 91. The
Equity Shares offered for sale by the Selling Shareholders in the Offer are eligible for being offered in the Offer
for Sale in terms of Regulation 8 of the SEBI ICDR Regulations. The table below sets forth the details of offer for
sale by the Selling Shareholders.
The details of the Offer for Sale are set out below:
Sr. No Name of the Aggregate Number of Number of Date of Date of
Selling proceeds Offered Shares held authorization Consent
Shareholders* from the Shares
Offered
Shares
1. Deven 1,560.42 5,45,600 10,91,475 - March 12,
Mahendrakumar 2025
Shah
2. Rhetan Estate 1,299.55 4,54,400 9,09,545 March 12, March 12,
Private Limited 2025 2025
*The Selling shareholders have confirmed and authorized their participation in the Offer for Sale in relation to the Offered Shares. The
Shareholders confirm that the Offered Shared have been held by them for a period of at least one year prior to the filing of this Prospectus in
accordance with Regulation 8 of the SEBI ICDR Regulations.
Objects of the Fresh Offer
The Net Proceeds of the Fresh Issue, i.e., Gross Proceeds of the Fresh Issue less the offer expenses apportioned to
our Company are proposed to be utilised in the following manner:
1. Funding working capital requirements of our Company;
2. Pre-payment or repayment of certain outstanding borrowings availed by our Company from Banks/ Financial
Institutions;
3. General Corporate Purposes
(Collectively referred to herein as the “Objects”/ “Objects of the Offer”)
In addition, our Company expects to achieve the benefits of listing of Equity Shares on the BSE SME including
enhancing our visibility and our brand image amongst our existing and potential customers and creating a public
market for our Equity Shares in India.
91The main objects and objects incidental and ancillary to the main objects clause, as set out in our Memorandum
of Association, enables us to undertake the existing business activities and the activities for which funds are being
raised by us through the offer. Further, we confirm that the activities which we have been carrying out till date are
in accordance with the object clause of our MoA.
Net Proceeds
After deducting the expenses related to the Offer from the Gross Proceeds, we estimate the Net Proceeds of the
Fresh Issue to be ₹ 11,985.56 lakhs. The details of the Net Proceeds of the Offer are summarized in the table
below:
(₹ in lakhs)
Particulars Amount
Gross Proceeds from the Offer 13,702.83
Less: Offer related expenses in relation to the Fresh 1,717.27
Issue to be borne by our Company(1)
Net Proceeds 11,985.56
For further details, please refer to heading titled ‘Offer Related Expenses’
“Utilization of Net Proceeds”
The Net Proceeds are proposed to be used in the manner set out in the following table:
(₹ in lakhs)
Sr. No. Particulars Estimated Amount
1. Funding working capital requirements of our Company 10,063.83
2. Pre-payment or repayment of certain outstanding borrowings 1,145.00
availed by our Company from Banks/Financial Institutions
3. General Corporate Purposes (1) 776.73
Total (Net Proceeds) 11,985.56
(1)In compliance with SEBI ICDR the amounts utilized for general corporate purpose shall not exceed 15% of the gross proceeds or ₹ 1,000
lakhs whichever is lower.
“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:
Objects Amount to be funded Amount to be deployed Amount to be deployed
from Net Proceeds* from the Net Proceeds in from the Net Proceeds in
Fiscal 2026 September 30, 2026
Funding working capital 10,063.83 7,437.69 2,626.14
requirements of our
Company
Pre-payment or 1,145.00 1,145.00 -
repayment of certain
outstanding borrowings
availed by our Company
from Banks/Financial
Institutions
General Corporate 776.73 776.73 -
Purposes (1)
Total 11,985.56 9,359.42 2,626.14
(1) In compliance of SEBI ICDR the amount utilized for general corporate purpose shall not exceed 15% of the gross proceeds or ₹ 1,000 lakhs
whichever is lower.
The fund requirements, the proposed deployment of funds and the intended use of the Net Proceeds as set-out
above are based on our current business plans, management estimates of future growth projections, vendor
92quotations, current circumstances of our business and prevailing market conditions, which are subject to change.
Further, the fund requirements and proposed deployment of funds described herein have not been appraised by
any bank or financial institution.
We may have to revise our funding requirements and deployment from time to time on account of various factors,
such as, financial and market conditions, competition, business and strategy, negotiation with lenders and our
vendors, interest/exchange rate fluctuations and other external factors, which may not be within the control of our
management. This may entail rescheduling or revising the proposed utilization of the Net Proceeds and changing
the allocation of funds from its planned allocation including the expenditure for a particular purpose at the
discretion of our management, subject to compliance with applicable law.
We propose to deploy the Net Proceeds towards the Objects in financial year 2026 and period ended September
30, 2026. However, if the Net Proceeds are not completely utilized for the objects stated above by the end of the
above-mentioned period, such amounts will be utilized (in part or full) in subsequent periods, as determined by
us, in accordance with applicable law
In case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund
requirements for a particular purpose may be financed by our internal accruals and/ or debt, as required. If the
actual utilization towards any of the objects is lower than the proposed deployment, such balance will be used for
funding other objects as mentioned above or towards general corporate purposes to the extent that the total amount
to be utilised towards general corporate purposes will not exceed 15% of the gross proceeds from the Offer or
1,000 lakhs, whichever is lower in accordance with the SEBI ICDR Regulations.
Means of Finance
We intend to finance the Objects from the Net Proceeds and Internal Accruals. Accordingly, there is no
requirement to make firm arrangements of finance as prescribed under Regulation 230(1)(e) 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 Offer and existing internal accruals.
“Details of the Objects of the Offer”-
I. Funding Working Capital Requirements of our Company
Our business is working capital intensive. Our business requires working capital majorly for investment in trade
receivables, inventories and payment to trade payables and funding day to day operations. Based on the existing
and estimated working capital requirement of our Company, and key assumptions for such working capital
requirements our Company will have a working capital requirement to the extent of ₹ 10,063.83 lakhs from the
Net Proceeds of the Issue and balance from internal accruals and Bank borrowings. The incremental and proposed
working capital requirements and key assumptions with respect to the determination of the same are mentioned
below.
The details of the working capital requirements of our Company as at Fiscals 2025, 2024 and 2023 and the funding
pattern for such periods, based on our audited standalone financial statements, are set out in the table below:
(₹ in lakhs)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Current Assets
Inventories 14,942.06 8,566.95 3,962.81
Trade receivables 10,187.88 9,588.79 7,208.17
Short term loans and advances 2,417.52 1,385.95 892.73
Other current assets 37.71 35.64 12.11
Total Current Assets (I) 27,585.17 19,577.35 12,075.82
Current Liabilities
Trade payables 2,418.11 1,393.61 2,354.24
Other current liabilities 2,081.09 1,410.11 1,152.06
Short term provisions 809.90 640.74 407.51
Total Current Liabilities (II) 5,309.10 3,444.46 3,913.81
Net working capital requirements (I-II) 22,276.06 16,132.89 8,162.01
Existing Funding Pattern
Borrowings from Banks 15,330.38 10,824.13 3,967.80
93Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Internal Accruals and Equity 6,945.69 5,308.76 4,194.21
Total Means of Finance 22,276.06 16,132.89 8,162.01
As certified by M/s. Shah Gupta & Co., Chartered Accountants by way of their certificate dated July 08, 2025
Business Overview
Our Company is a leading player in the imported liquor sector, offering a diverse portfolio of premium and luxury
alcoholic beverages. (Source: Technopak Report). Our Company specialises on importing, sales, distribution, and
marketing for luxury spirits, wines, and liqueurs throughout India and the Indian Subcontinent including Travel
Retail Duty Free Shop. It provides complete supply chain solution through its robust distribution network. Founded
by Bhimji Nanji Patel and under the leadership of our Managing Director, Kunal Bhimji Patel, our Company has
consistently worked toward reshaping the alcoholic beverage landscape.
Seasonality
Our business experiences significant seasonal fluctuations that directly impact working capital requirements.
Demand for our products typically surges between October and March, because of major holidays, festivals,
weddings, and cooler weather. To meet this demand, we are required to maintain higher inventory levels, leading
to an increased investment in working capital. Additionally, disruptions on the supplier side such as adverse
weather or external factors can strain inventory availability, forcing us to hold excess stock when possible, further
elevating working capital requirements.
Government Regulations
In India, liquor law is a state subject. There is no single national law for alcohol, every state decides its own rules
for manufacturing, selling and drinking liquor. Because of this, the liquor business in India is extremely
fragmented and complicated. Alcohol is not included under GST like other products. Instead, each state adds its
own excise duties and surcharges. By the time a bottle reaches the customer, its price could be four to ten times of
imported price to India.
The route to market operations in each state is different. In some states, the government controls everything, both
wholesale and retail sales through its own shops. In some states, the government controls only one part, either
wholesale or retail. In other states, the government does not get involved at all, and private companies handle both
wholesale and retail sales.
Frequent changes in government policies can affect liquor sales in different states. When rules about taxes,
licenses, or distribution keep changing, it creates confusion and uncertainty. This makes it hard for companies and
distributors to plan sales and working capital requirements.
Shift in Sales Channels
Below are the touchpoints taped by our sales team.
Portfolio FY23 FY24 FY25
No. of Customers No. of customers No. of customers
Touchpoints tapped by our sales team 3,858 4,366 5,042
To support long-term brand growth in India, we have expanded our touchpoints and moved closer to the market.
Demand of Imported Wines and Spirits in India
Imported Bottled-in-Origin (BIO) spirits have shown stronger momentum, climbing from ₹ 6,722 Crores in
FY2019 to ₹ 17,989 Crores in FY2024 at a CAGR of 21.8%. Over the last five years, India has witnessed a gradual
shift in consumption from brown to white spirits, especially among urban millennials and younger consumers.
Looking ahead, new exclusive partnerships with international liquor brands will be instrumental in helping our
Company further penetrate the Indian market, especially as demand for premium and boutique spirits continues to
rise. (Source: - Technopak Report).
Our Company has been increasing its geographical presence across the region with its primary focus on the
Imported Spirits market (Source: - Technopak Report)
94With a portfolio of world-class brands in its portfolio. Monika has positioned itself to directly take advantage of
the same.
Impact on Working Capital
The factors mentioned above has caused changes in the company’s working capital cycle and how much working
capital it needs. Important parts of this cycle are inventory management, money to be received from customers
(receivables), and money to be paid to suppliers (payables).
Over the years, the company’s focus has been shifting to building long-term synergies with prominent producers
through exclusive rights. As these brands are comparatively smaller in the Indian landscape as compared to its
global footprint and as the breadth and width of Monika’s sales and distribution network has been increasing, it
has seen an increase in the working capital requirements as well.
1. Inventory Management
a. Label Registration Windows- Label registrations play a critical legal requirement in the Indian alcohol
industry. Label registration is not a one-time process. It is mandatory to renew label registrations every
year. Any changes to the product or packaging during the year also require fresh approvals. This annual
renewal system allows state governments to maintain strict control over which products are sold, collect
registration fees regularly, and monitor compliance with safety and quality standards. Missing deadlines
or errors in registration can delay product availability, lead to loss of sales, and cause stock immobility.
b. Higher Lead Times- Company’s major purchases are through imports. Imported goods usually arrive
through sea routes on a standard timeline of 15 to 60 days to Indian ports. However, shipments
originating from Europe, North America, and Latin America often encounter extended lead times in the
range of 15-60 days. On top of shipping time, goods face slowdowns at Indian ports due to customs
clearance, Assessment of duty payments, FSSAI, and compliance with various import regulations.
c. Strategic Stocking- In the past three years, the company has expanded its geographical reach, with a
strong focus on the imported spirit’s market. Imported Bottled-in-Origin (BIO) spirits have shown even
stronger momentum, climbing from ₹ 6,722 Crores in FY2019 to ₹ 17,989 Crores in FY2024 at a CAGR
of 21.8% (Source: - Technopak). Our sales are concentrated in tequila and whiskey, both of which are
experiencing volatile growth patterns. To manage this volatility and capture upcoming demand,
strategic stocking is essential to ensure product availability ahead of market surges while minimizing
the risk of stock-outs during high-demand periods. In the past, our company has faced stock-outs for
few of our products.
Global allocation of goods from our suppliers, especially in low-supply categories, also affects both
sales and market presence. When liquor is manufactured outside India, it must comply with the rules
and regulations of the country where it is produced. Many countries have specific laws on the aging
process, especially for products like whiskey, rum, and cognac, where the spirit must be aged for a
minimum number of years to legally qualify for certain labels (for example, "Scotch Whisky" must be
aged for at least three years in oak casks in Scotland). Whereas products like tequila have long growth
cycle, which spans approximately 6 to 8 years before maturity. such requirements directly affect the
availability of products and create supply limitations.
d. Impact of GOI Import Policies- Government of India (GOI) import policies have a major impact on
the liquor market in India. High import duties, strict customs regulations, and mandatory compliance
with FSSAI standards makes it significantly time-consuming and expensive. compared to domestic
products. Import licenses, label registrations, and approvals add extra time, leading to long lead times
before imported goods reach the market.
Policy decisions, such as raising tariffs or changing import rules, can suddenly make certain products
difficult to source, directly affecting the sales and availability of premium imported spirits like whiskey,
95tequila, gin, and wine. As a result, we plan our inventory carefully and adjust pricing strategies to stay
competitive in a policy-driven environment.
2. Receivables
Open Markets- Our company provides liberal credit terms to its distributors and resellers to help them manage
their payment obligations and establish availability for our products
Corporation Markets- In India, several states follow the corporation market model for the sale and
distribution of liquor. In such a model, the state corporation becomes the only authorized buyer, stockist, and
distributor. products are first supplied into government-controlled depots, and from there it is supplied to
either state-owned retail outlets or selected private shops. Payments to suppliers are often slow because
corporation’s clear invoices after goods are delivered and sold from depots.
3. Payables
Credit Period with suppliers - Our company has different credit terms with all its suppliers. For the past
few years the credit period is within the range of 0-120 days and few also working on advance. However,
with further increase in size of our operations. we are currently expecting the days to remain constant.
Nature of Credit terms with our suppliers- Previously, our company was unable to leverage stronger credit
terms with our suppliers. However, with the strengthening of our supplier relationships, we are currently in
the process of negotiating extended credit terms.
4. Working Capital Projections
The estimates of the working capital requirements for the Fiscal 2026 and for the period ended September
30, 2026 have been prepared based on the management estimates of current and 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.
The Company’s projected working capital requirements for Fiscal 2026 and for the period ended September
30, 2026, together with the assumptions and justifications for holding levels are as set forth below:
(₹ in lakhs)
Particulars For the Financial For the period
ended March 31, ended September
2026 30, 2026
Projected Projected
Current Assets
Inventories 19,780.64 23,046.39
Trade receivables 15,637.24 15,836.69
Short term loans and advances 3,560.76 3,469.34
Other current assets 190.72 211.15
Total Current Assets (I) 39,169.37 42,563.57
Current Liabilities
Trade payables 3,386.06 3,338.55
Other current liabilities 1,631.42 1,767.24
Short term provisions 980.43 407.18
Total Current Liabilities (II) 5,997.91 5,512.96
Net working capital requirements (I-II) 33,171.45 37,050.60
Existing Funding Pattern
Borrowings from Banks 16,000.00 16,000.00
Internal Accruals and Equity 9,733.76 18,424.46
Amount proposed to be utilised from Net Proceeds 7,437.69 2,626.14
96*Total working capital requirement = Current Assets (excluding cash and cash equivalents and bank balances other than cash and cash
equivalents) –Current Liabilities (excluding current borrowings)
Approved by the Board pursuant to the resolution passed by the Company in its Board Meeting dated July
08,2025 and Audit Committee meeting dated July 08, 2025 and as certified by M/s. Shah Gupta & Co.,
Chartered Accountants by way of their certificate dated July 08, 2025, have complied and confirmed the
working capital estimates.
Particulars For the For the For the For the For the
period ended Financial Financial Financial Financial
September Year Year Year Year
30, 2026 ended ended ended ended
March March March March
31, 2026 31, 2025 31, 2024 31, 2023
Inventory Days 438 380 374 266 169
Trade Receivables 185 185 157 185 188
Days
Trade Payables 63 65 60 43 101
Days
A. Inventory Days
Particulars For the period For the For the For the For the
ended Financial Year Financial Financial Financial
September 30, ended March Year ended Year ended ended March
2026 31, 2026 March 31, March 31, 31, 2023
2025 2024
Projected Projected Audited Audited Audited
Inventories 23,046.39 19,780.64 14,942.06 8566.95 3,962.81
Cost of Goods Sold 9,634.27 19,014.03 14,588.70 11,755.60 8,540.08
Inventory Days 438 380 374 266 169
By strengthening our inventory positions alongside expanding registrations, we have ensured that our brands
are well-placed to capture growth opportunities across a larger national footprint while reducing the risk of
stock-outs and missed sales in high-demand regions. Going forward, we are targeting to maintain inventory
days in the same range.
Over the last few years, our Company has pursued a focused strategy to expand its market presence by
registering labels across multiple new regions. Our total labels registrations have grown from 915 in FY23
to 1,209 in FY25, more than doubling our product reach across key states. Newer SKUs are being registered
not only for existing products, such as newer variants, but also for newly introduced products as part of our
portfolio expansion strategy. This expansion was critical to positioning our brands ahead of rising demand
in niche and emerging categories like tequila and premium whiskey.
Particulars For the Financial For the Financial For the Financial
Year ended Year ended ended March 31,
March 31, 2025 March 31, 2024 2023
Actual Actual Actual
Total Number of labels registered 1,209 1,066 915
As a direct result of this aggressive expansion, our inventory levels have increased significantly from ₹
3,962.81 lakhs in FY23 to ₹ 14,942.06 crore in FY25. This build-up of inventory was essential to support
deeper market penetration, ensure sufficient stock availability in newly entered geographies, and maintain
service levels during periods of volatile demand.
At the same time, the increase in inventory levels reflects a rise in inventory days from 169 days in FY23
to 374 days in FY25. This was a conscious decision, aligned with our plan to build strategic stock buffers
97to support wider distribution, new product launches, and manage risks associated with longer lead times for
our products.
By strengthening our inventory positions alongside expanding registrations, we have ensured that our brands
are well-placed to capture growth opportunities across a larger national footprint while reducing the risk of
stock-outs and missed sales in high-demand regions. Going forward, we are targeting to maintain inventory
days in the same range in Fiscal 2026 and period ended September 30, 2026.
B. Receivable Days
Particulars For the period For the For the For the For the
ended September Financial Year Financial Financial Financial
30, 2026 ended March Year ended Year ended ended March
31, 2026 March 31, March 31, 31, 2023
2025 2024
Projected Projected Audited Audited Audited
Trade Receivables 15,836.69 15637.24 10,187.88 9588.79 7208.17
Net Revenue 15,665.48 30854.42 23614.87 18920.00 13977.98
Trade Receivable 185 185 157 185 188
Days
Justification: -
The company had Trade Receivables of, 188 days, 185 days and 157 days in fiscal , 2023, 2024 and 2025
respectively.
These levels are high due to the structure of the Indian liquor industry where high duties and taxes are
embedded into the final selling price to the consumers making the cost of Liquor products four to ten times
of imported price to India. Going forward, the company is expected to see a similar cycle in the range of
157-185 days.
C. Payable Days
Particulars For the For the For the For the Financial For the Financial
period ended Financial Financial Year Year ended March ended March 31,
September Year ended ended March 31, 2024 2023
30, 2026 March 31, 31, 2025
2026
Projected Projected Audited Audited Audited
Trade Payables 3,338.55 3,386.06 2,418.11 1,393.61 2,354.24
Cost of Goods 9,634.27 19,014.03 14,588.69 11,755.60 8,540.08
Sold
Trade Payable 63 65 60 43 101
Days
Our accounts payables in the Financial Year 2023, 2024 and 2025 were 101, 43 and 60 respectively. Further
we expect to maintain our payable days in the same range,
D. Short-term Loans and Advances
Particulars For the For the For the For the Financial For the Financial
period ended Financial Financial Year ended ended March 31,
September Year Year ended March 31, 2024 2023
30, 2026 ended March 31,
March 31, 2025
2026
Projected Projected Audited Audited Audited
Short term loans and 3469.34 3560.76 2417.52 1385.95 892.73
advances
98Our short-term loans and advances have increased over the last few years, primarily due to two key reasons.
Firstly, there has been a rise in advances to suppliers as we work on advance payment terms with a few of
our suppliers. Secondly, the accumulation of government-related dues in Financial Year 2025.
E. Other Current Assets
Particulars For the period For the For the For the Financial For the Financial
ended Financial Financial Year Year ended March ended March 31,
September 30, Year ended ended March 31, 2024 2023
2026 March 31, 31, 2025
2026
Projected Projected Audited Audited Audited
Other 211.15 190.72 37.71 35.64 12.11
Current
Assets
F. Other Current Liabilities and Short-Term Provisions
Particulars For the period For the For the For the Financial For the Financial
ended Financial Financial Year Year ended March ended March 31,
September 30, Year ended ended March 31, 2024 2023
2026 March 31, 31, 2025
2026
Projected Projected Audited Audited Audited
Other 1,767.24 1,631.42 2,081.09 1,410.11 1,152.06
Current
Liabilities
Short-Term 407.18 980.43 809.90 640.74 407.51
Provisions
The increase in Other Current Liabilities and Short-Term Provisions is primarily driven by the overall growth
in our business operations. As our scale expanded, statutory dues payable such as GST on services, TDS, and
other government-related obligations have increased proportionally, contributing to the rise in other current
liabilities. Similarly, expenses payable, including outstanding marketing costs, logistics charges, and
professional fees, have also grown in line with higher business activity. Additionally, with improved
profitability, our Company has made higher provisions for income tax, which has led to a significant increase
in short-term provisions.
II. Pre-payment or repayment of certain outstanding borrowings availed by our Company from
Banks/Financial Institutions
Our Company has entered into various borrowing arrangements, including borrowings in the form of term
loans and various fund based and non-fund based working capital facilities. As of March 31, 2025, we had
outstanding borrowings of ₹ 17,409.63 lakhs, please refer to chapter titled “Financial Indebtedness”
beginning on page 285.
Our Company proposes to utilise an estimated amount of up to ₹ 1,145.00 lakhs out of the Net Proceeds
towards repayment and/or pre-payment of certain existing borrowings availed by our Company. Further, our
Company shall pay the prepayment charges, if any, on the loans identified below, out of the portion of Net
Proceeds earmarked for this Object. In the event the Net Proceeds are insufficient for payment of pre-payment
penalty or accrued interest, as applicable, such payment shall be made from the internal accruals of our
Company. Accordingly, our Company may utilise the Net Proceeds for part or full pre-payment or scheduled
repayment of any such refinanced borrowings or additional borrowings obtained. Further, the amounts
outstanding under the borrowings of our Company as well as the sanctioned limits are dependent on several
factors and may vary with our Company’s business cycle with multiple intermediate repayments, drawdowns
and enhancement of sanctioned limits. However, our Company confirms that the aggregate amount to be
99utilised from the Net Proceeds towards pre-payment and/or scheduled repayment of its existing borrowings
(including re-financed or additional borrowings availed, if any), in part or full, will not exceed ₹ 1,145.00
lakhs. We may choose to repay and/or prepay certain borrowings availed by us, other than those identified
in the table below, which may include additional borrowings we may avail after the filing of this Prospectus.
Given the nature of these borrowings and the terms of repayment/pre-payment, the aggregate outstanding
borrowing amounts may vary from time to time. In light of the above, at the time of filing the Red Herring
Prospectus or Prospectus with the Registrar of Companies, the details in this chapter shall be suitably updated
to reflect the revised amounts or loans as the case may be which have been availed by us. We believe that
the pre-payment or scheduled repayment will help reduce our existing borrowings, assist us in maintaining a
favourable debt-equity ratio and enable utilisation of our internal accruals for further investment in business
growth and expansion. In addition, we believe that this will improve our debt-equity ratio, enabling us to
raise further resources in the future at competitive rates to fund potential business development opportunities
and plans to grow and expand our business in the future. As on March 31, 2025, the aggregated outstanding
borrowings of our Company amounted to ₹ 17,409.63 lakhs. The following table provides the details of
outstanding borrowings availed by our Company, any of which are proposed to be repaid or prepaid, in full
or in part, from the Net Proceeds.
Name of Date of Nature of Purpose Amount Amount Rate of Tenure/ Pre-
the Sanction the Sanctioned outstanding interest Repayment payment/
lender Letter Borrowing (in ₹ as on May per in months pre-
lakhs) 31 2025 annum closure
(₹ in lakhs)
charges
Kotak October Term Loan Capex – 1,230.00 1,169.85 9.15% 120 Months 2% of
Mahindra 30, 2024 Registered principle
Bank Office outstanding
Limited amount
As certified by M/s Shah Gupta & Co, Chartered Accountants, vide their certificate dated July 08, 2025
III. General Corporate Purposes
We propose to deploy the balance Net Proceeds aggregating to ₹ 1,000 lakhs towards general corporate
purposes, subject to such utilisation not exceeding 15% of the Gross Proceeds or ₹ 1,000 lakhs whichever is
Lower from the Fresh Issue, in compliance with the SEBI ICDR Regulations. The general corporate purposes
for which we propose to utilize the Net Proceeds includes meeting day to day expenses which includes
amongst other things, short-term working capital requirements, meeting any expense of the Company,
including salaries and wages, administration, insurance, repairs and maintenance, payment of taxes and
duties, servicing of borrowings including payment of interest; brand building and other marketing expenses;
meeting expenses incurred in the ordinary course of business and towards any exigencies, and any other
purpose as considered expedient and as approved periodically by our Board or a duly constituted committee
thereof, subject to compliance with applicable law, including the necessary provisions of the Companies Act.
The quantum of utilisation of funds towards each of the above purposes will be determined by our Board,
based on the amount available under this head and our business requirements, from time to time. Our
management, in accordance with the policies of our Board, shall have flexibility in utilising surplus amounts,
if any.
We confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose.
Further in case, our actual issue expenses turn to be lesser than the estimated issue expenses such surplus
amount shall be utilized for General Corporate Purpose in such a manner that the amount for general
corporate purposes, as mentioned in the Prospectus, shall not exceed 15% of the Gross Proceeds raised by
our Company through this Issue or ₹ 1,000 Lakhs whichever is Lower.
100Estimated Offer Related Expenses
The details of estimated Offer expenses are tabulated below:
(₹ in lakhs)
Particulars Amount % of Total Offer % of Total Offer
Expenses size
Book Running Lead Manager fees and
commission, including underwriting
commission 1,749.08 84.54% 10.56%
Brokerage, selling commission and other
uploading fees 1.00 0.05% 0.01%
Fees payable to Registrar to the Offer 3.78 0.18% 0.02%
Fees to the legal advisor, audit / chartered
accountant fees 3.50 0.17% 0.02%
Advertising and marketing expenses 10.92 0.53% 0.07%
Fees payable to regulators including stock
exchange 17.95 0.87% 0.11%
Printing and distribution expenses 1.00 0.05% 0.01%
Miscellaneous 281.77 13.62% 1.70%
Total Expenses 2,069.00 100.00% 12.49%
Offer expenses are estimates
1) Selling commission payable to the SCSBs on the portion for IBs and Non-Institutional Bidders which are directly procured and uploaded by
the SCSBs, would be as follows:
Portion for IBs* 0.10% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.10% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
Selling commission payable to the SCSBs will be determined on the basis of the bidding terminal ID as captured in the bid book of BSE. No
additional processing fees shall be payable to the SCSBs on the applications directly procured by them.
2) No processing fees shall be payable by our Company to the SCSBs on the applications directly procured by them. Processing fees payable
to the SCSBs on the portion for IBs and Non-Institutional Bidders (excluding UPI Bids) which are procured by the members of the Syndicate
/ sub-Syndicate / Registered Broker / CRTAs / CDPs and submitted to SCSB for blocking, would be as follows:
Portion for Individual Bidders and ₹ 10 per valid application (plus applicable taxes)
Non-Institutional Bidders*
* Processing fees payable to the SCSBs on the ASBA Form for Non-Institutional Bidder and Qualified Institutional Bidders with bids above ₹
5.00 Lakh would be ₹ 10 plus applicable taxes, per valid application Notwithstanding anything contained above the total processing fee
payable under this clause will not exceed ₹ 0.5 lakh (plus applicable taxes) and in case if the total processing fees exceeds ₹ 0.5 lakh (plus
applicable taxes) then processing fees will be paid on pro-rata basis.
3) Selling commission on the portion for IBs and Non-Institutional Bidders which are procured by members of the Syndicate Members,
Registered Brokers, RTAs and CDPs or for using 3-in-1 type accounts- linked online trading, demat & bank account provided by some of the
Registered Brokers would be as follows:
Portion for IBs* 0.10% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.10% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
The Selling Commission payable to the brokers will be determined (i) for IBs and Non-Institutional Bidders (up to ₹ 5.00 Lakh), on the basis
of the application form number / series, provided that the application is also bid by the respective 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,’ and (ii) for Non-Institutional Bidders (above ₹ 5.0
Lakh), Syndicate ASBA Form bearing SM Code & Sub-Syndicate Code of the application form submitted to SCSBs for Blocking of the Fund
and uploading on the Exchanges platform by SCSBs. For clarification, if a Syndicate ASBA application on the application form number, is
bid by an SCSB, the Selling Commission will be payable to the Syndicate / Sub-Syndicate Member and not the SCSB.
4) Bidding charges payable to Registered Brokers on the applications made using 3-in-1 accounts, would be ₹ 10 plus applicable taxes, per
valid application bid by the Broker. Bidding charges payable to SCSBs on the QIB Portion and Non Institutional Bidders (excluding UPI
Bids) which are procured by the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSBs for blocking and uploading
would be ₹ 10 per valid application (plus applicable taxes). Bidding charges payable on the application made using 3-in-1 accounts will be
subject to a maximum cap of ₹ 0.50 lakh (plus applicable taxes). 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
101Selling commission / bidding charges payable to the Registered Brokers on the portion for IBs and Non-Institutional Bidders which are directly
procured by the Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for IBs and Non-Institutional Bidder ₹ 10 per valid application (plus applicable taxes
Bidding charges / processing fees for applications made by UPI Bidders would be as under
Payable to members of the Syndicate (including ₹ 10 per valid application (plus applicable taxes)
their sub-Syndicate Members)/ RTAs / CDPs
Payable to Sponsor Bank Upto 1,85,000 UPI transaction – NIL and thereafter ₹ 6.00 per valid
application (plus applicable taxes) The Sponsor Banks 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
applicable SEBI circulars, agreements and other Applicable Laws
The total uploading charges / processing fees payable to Members of the Syndicate, RTAs, CDPs, Registered Brokers will be subject to a
maximum cap of ₹1.00 lakh (plus applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹1.00 lakh, then the
amount payable to Members of the Syndicate, RTAs, CDPs, Registered Brokers would be proportionately distributed based on the number of
valid applications such that the total uploading charges / processing fees payable does not exceed ₹1.00 lakh.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Escrow
and Sponsor Banks Agreement. The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only
after such banks provide a written confirmation on compliance with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20,
2022 read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/570 dated June 02, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/l/M dated March 16, 2021.
The terminal from which the application has been uploaded will be taken into account in order to determine the total processing fees payable
to the relevant registered broker and other intermediaries.
Further, in terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, 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.
Interim Use of Net Proceeds
Pending utilisation of the Net Proceeds for the purposes described above, our Company will temporarily invest the
Net Proceeds in deposits in one or more scheduled commercial banks included in the Second Schedule of Reserve
Bank of India Act, 1934, as may be approved by our Board or a duly constituted committee thereof.
In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net
Proceeds for buying, trading or otherwise dealing in equity shares of any other listed company.
Shortfall of Funds
Any shortfall in meeting the fund requirements will be met by way of internal accruals and or unsecured Loans.
Bridge Financing Facilities
As on the date of this Prospectus our Company has not raised any bridge loans from any bank or financial institution
which are proposed to be repaid from the Net Proceeds.
Appraising entity
None of the Objects for which the Net Proceeds will be utilized have been appraised by any bank or financial
institution. The funding requirements of our Company and the deployment of the proceeds of the Offer are currently
based on available quotations and management estimates. The funding requirements of our Company are dependent
on a number of factors which may not be in the control of our management, including but not limited to variations in
interest rate structures, changes in our financial condition and current commercial conditions of our Business and are
subject to change in light of changes in external circumstances or in our financial condition, business or strategy.
Monitoring of Utilisation of Funds
Our Company has appointed Acuite Ratings & Research Limited as the Monitoring Agency to monitor utilisation of
the Gross Proceeds, in accordance with Regulation 262(1) of the SEBI ICDR Regulations. For details in relation to
the proposed utilisation of the Gross Proceeds, see “Objects of the Offer” on page 91
102Variations in Objects
In accordance with Section 27 of the Companies Act, 2013, our Company shall not vary the objects of the Issue
without our Company being authorized to do so by the Shareholders by way of a special resolution. In addition, the
notice issued to the Shareholders in relation to the passing of such special resolution shall specify the prescribed
details as required under the Companies Act and shall be published in accordance with the Companies Act and the
rules there under. As per the current provisions of the Companies Act, our Promoters or controlling Shareholders
would be required to provide an exit opportunity to such shareholders who do not agree to the proposal to vary the
objects, at such price, and in such manner, as may be prescribed by SEBI, in this regard.
Other Confirmations
There are no material existing or anticipated transactions with our Promoters, our Directors, our Company’s Key
Managerial Personnel, in relation to the utilization of the Net Proceeds. No part of the Net Proceeds will be paid by
us as consideration to our Promoters, our directors or Key Managerial Personnel except in the normal course of
business and in compliance with the applicable laws
103BASIS FOR OFFER PRICE
The Offer price has been determined by our Company, in consultation with the Book Running Lead Manager
on the basis of an assessment of market demand for the Equity Shares issued through the book building method
and on the basis of the qualitative and quantitative factors as described below. The face value of the Equity
Shares is ₹ 10 each and the Offer price is 28.6 times of the face value. Investors should also refer to “Our
Business”, “Risk Factors”, “Restated Financial Statements” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 142, 30, 204 and 274 respectively, to have an
informed view before making an investment decision.
Qualitative factors
We believe that some of the qualitative factors which form the basis for computing the Offer Price are:
• Bonded Warehouses ensuring Supply-Chain Efficiencies
• One of the leading player in the imported liquor sector, offering a diverse portfolio of premium and luxury
alcoholic beverages.
• Operating in Industry having high barriers to entry
• Long Standing Relationships with customers
• Experienced management team and qualified personnel with significant industry experience
• Exclusive selling rights for various premium and luxury spirits and their distribution and marketing.
For further details, see “Our Business” on page 142.
Quantitative factors
Certain information presented below relating to our Company is derived from the Restated Financial
Statements. For further information, see “Restated Financial Statements” on page 204.
Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:
1. Basic & Diluted Earnings Per Share (EPS):
Financial year / period ended Basic EPS (₹) Diluted EPS (₹) Weight(x)
March 31, 2025 13.94 13.94 3
March 31, 2024 11.58 11.58 2
March 31, 2023 9.30 9.30 1
Weighted Average 12.38 12.38 6
Notes:
1. The figures disclosed above are based on the Restated Financial Statements of the Company
2. The face value of each Equity Share is ₹10.00.
3. Basic and Diluted EPS is computed in accordance with Accounting Standard 20, notified under the Companies (Accounting
Standards) Rules, 2006 (as amended) read with the requirements of SEBI ICDR Regulations. The above statement should be
read with Significant Accounting Policies and the Notes to the Restated Financial Statements.
4. Basic and Diluted Earnings per Share = Net Profit/(Loss) after tax, as restated attributable to equity shareholders / Weighted
average number of equity shares outstanding during the year.
5. The Company had allotted 1,42,78,938 Equity Shares of face value of ₹ 10/- each on February 26, 2025, through a bonus
share issue in the ratio of 6:1 (6 Bonus Equity Shares for every 1 Equity Shares held) to the existing to all existing shareholders
of the Company such bonus issuance has been considered while deriving at Basic and Diluted Earnings per Equity Share.
2. Price/Earning (“P/E”) ratio in relation to price band of ₹ 271 to ₹ 286 per Equity Share:
Particulars (P/E) Ratio at (P/E) Ratio at
the Floor Price the Cap Price
P/E Ratio based on Basic & Diluted EPS as restated for FY 19.44 20.52
2025
Note: The P/E ratio of our Company has been computed by dividing Offer Price with EPS.
1043. Return on Net Worth (RoNW):
Financial year / period ended RoNW (%) Weight
March 31, 2025 24.07% 3
March 31, 2024 28.35% 2
March 31, 2023 76.08% 1
Weighted Average 34.17
Notes:
i. Weighted Average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. sum of (RoNW x
Weight) for each year / Total of weights;
ii. The figures disclosed above are based on the Restated Financial Statements of our Company.
iii. Net-worth, as restated at the end of the relevant financial year (Equity attributable to the owners of the company) reduced
by revaluation reserve.
4. Net Asset Value per Equity Share
Net Asset Value per Equity Share (₹)
As on March 31, 2025 57.84
NAV per Equity Share after the Issue
i) At Floor Price 105.59
ii) At Cap Price 108.95
iii) At Offer Price 108.95
Notes:
1. The figures disclosed above are based on the Restated Financial Statements of the Company.
2. NAV per share=Restated Net worth at the end of the year divided by total number of equity shares outstanding at the end of
the year. (Based on weighted average number of shares).
3. Net worth is computed as the sum of the aggregate of paid-up equity share capital, all reserves created out of the profits,
securities premium account received in respect of equity shares and debit or credit balance of profit and loss account.
4. Offer Price per Equity Share was determined by our Company in consultation with the Book Running Lead Manager.
5. Net worth considered for NAV calculation is without consideration of any transactions or movements in such line items
subsequent to March 31, 2025 except for the effect of Equity Shares to be issued through the Fresh Issue and securities
premium on same. Company has not considered the estimated amount of IPO expenses to be adjusted against securities
premium account, the NAV shall change to this effect once adjusted post issue.
5. Comparison of Accounting Ratios with Industry Peers
There are no listed companies in India that are engaged in the business segment in which we operate or
of a comparable size to that of our Company. Accordingly, it is not possible to provide an industry
comparison in relation to our Company.
6. Key Financial & Operational Performance Indicators (KPIs)
The KPIs disclosed below have been used historically by our Company to understand and analyse the
business performance, which in result, help us in analysing the growth of various verticals in comparison
to our peers. The KPIs disclosed below have been approved by a resolution of our Audit Committee dated
July 08, 2025 the members of the Audit Committee have verified the details of all KPIs pertaining to our
Company. Further, the members of the Audit Committee have confirmed that there are no KPIs pertaining
to our Company that have been disclosed to any investors at any point of time during the three years
period prior to the date of filing of this Prospectus. Further, the KPIs herein have been certified by M/s
Shah Gupta & Co. by their certificate dated July 08, 2025.
(₹ in lakhs except per share data or unless otherwise specified)
Particulars As at and for the As at and for the As at and for the
Fiscal ended March Fiscal ended March Fiscal ended March
31, 2025 31, 2024 31, 2023
Revenue from 23614.87 18920.00 13977.98
operations (1)
EBITDA(2) 4619.49 3214.43 2467.48
EBITDA Margin(3) 19.56% 16.99% 17.65%
105PAT(4) 2311.35 1659.63 1302.56
PAT Margin(5) 9.79% 8.77% 9.32%
Net Worth (6) 9600.92 5853.04 1712.19
RoNW(%)(7) 24.07% 28.35% 76.08%
RoCE (%)(8) 16.21% 16.19% 25.92%
Notes:
(1) ‘Revenue from Operations’ means the Revenue from Operations as appearing in the Restated Financial Statements
(2) ‘EBITDA’ is calculated as Operating Profit before tax + Depreciation + Interest Expenses (Finance Cost) - Other Income
(3) ‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(4) ‘PAT’ is PAT available for owner of the group.
(5) ‘PAT Margin’ is calculated as PAT available for owner of the group for the period/year divided by revenue from operations.
(6) ‘Net worth means Equity share capital + Reserves and surplus (including, Securities Premium, General Reserve and surplus
in statement of profit and loss).
(7) ‘Return on Net Worth’ is ratio of Profit after Tax and Net Worth.
(8) ‘Return on Capital Employed’ is calculated as EBIT divided by capital employed, which is defined as shareholders’ equity
plus total borrowings {current & non-current}.
Explanation for KPI metrics
KPI Description
Revenue from Revenue from Operations is used by our management to track the revenue
Operations profile of the business and in turn helps to assess the overall financial
performance of our Company and volume of our business
EBITDA EBITDA provides information regarding the operational efficiency of the
business
EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational profitability and
financial performance of our business
PAT Profit after tax provides information regarding the overall profitability of the
business.
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial
performance of our business.
Net Worth Net worth is used by the management to ascertain the total value created by
the entity and provides a snapshot of current financial position of the entity.
RoNW(%) Return on Net Worth provides how efficiently our Company leverages its net
assets to generate income.
RoCE (%) RoCE provides how efficiently our Company generates earnings from the
capital employed in the business.
The KPIs of our Company have been disclosed in the chapters titled “Our Business” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on page 142 and 274 and of
this Prospectus, respectively. We have described and defined the KPIs, as applicable, in “Definitions and
Abbreviations” on page 1 of this Prospectus.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic
basis, at least once in a year (or any lesser period as determined by the Board of our Company), for a
duration of one year after the date of listing of the Equity Shares on the Stock Exchange or till the
complete utilisation of the proceeds of the Issue as per the disclosure made in the chapter titled “Objects
of the Offer” on page 91, whichever is later or for such other duration as may be required under the SEBI
ICDR Regulations.
Further, the ongoing KPIs will continue to be certified by a member of an expert body as required under
the SEBI ICDR Regulations.
7. Justification for Basis for Offer Price
a. The price per share of our Company based on the primary/ new issue of shares (equity /
convertible securities), excluding shares issued under ESOP/ESOS and issuance of bonus
shares
106Except as stated below, there have been no issuance of Equity Shares or convertible securities during
the 18 months preceding the date of this Prospectus, excluding the shares issued under the ESOP
Schemes and issuance of bonus shares, where such issuance is equal to or more than 5% of the fully
diluted paid-up share capital of the Company (calculated based on the pre-Issue capital before such
transaction(s) and excluding employee stock options granted but not vested), in a single transaction
or multiple transactions combined together over a span of 30 days.
Date of No. of Face Issue Nature of Nature of Amount of
Allotment Equity Value Price Consideration Allotment consideration
shares (₹) per (₹ in lakhs)
allotted Equity
Shares
January 2,85,860 10 962 Cash Private 2,749.97
31, 2024 Placement
WACA 962
b. The price per share of our Company based on the secondary sale / acquisition of shares (equity
shares) or acquisition of equity shares or convertible securities (excluding gifts) involving any
of the Selling Shareholders, members of the Promoter Group or other Shareholders with
rights to nominate directors during the 18 months preceding the date of filing of the DRHP/
Prospectus, 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 employee stock options 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, where the promoters, members
of the promoter group, selling shareholders or shareholder(s) having the right to nominate director(s)
in the board of directors of the Company are a party to the transaction (excluding gifts), during the
18 months preceding the date of this Prospectus, where either acquisition or sale is equal to or more
than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-issue
share 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.
c. The Floor Price is 0.28 times and the Cap Price is 0.30 times the weighted average cost of
acquisition at which the Equity Shares were issued by our Company, or acquired or sold by
the shareholders with rights to nominate directors are disclosed below:
Based on the disclosures in (a) above, the weighted average cost of acquisition of Equity Shares as
compared with the Issue Price is set forth below:
Types of Weighted average Floor Price (₹271/-) Cap Price
transactions cost of acquisition (₹ (₹286/-)
per Equity Share)
Weighted average 962 0.28 0.30
cost of acquisition of
primary issuances as
per paragraph 7(a)
above
Weighted average NA - -
cost of acquisition for
secondary
transactions as per
paragraph 7(b) above
As certified by M/s Shah Gupta & Co., Chartered Accountants, vide their certificate dated July 08, 2025.
107The following provides an explanation to the Cap Price of weighted average cost of
acquisition of Equity Shares that were issued by our Company or acquired or sold by our
Promoters, the members of our Promoter Group by way of primary and secondary
transactions in the last 18 months preceding the date of the Red Herring Prospectus compared
to our Company’s KPIs and financial ratios for the Fiscals 2025, 2024 and 2023 and in view
of external factors, if any, which may have influenced the pricing of the Offer
Our Company is a leading player in the imported liquor sector, offering a diverse portfolio of
premium and luxury alcoholic beverages according to technopak report.
Our Company specialises in importing, sales, distribution, and marketing for luxury spirits, wines,
and liqueurs throughout India and the Indian Subcontinent including Travel Retail Duty Free Shop.
It provides complete supply chain solution through its robust distribution network.
Our Company holds exclusive selling rights to more than 70 renowned global brands for India and
Indian Sub-continent countries and is responsible for their strategic brand development and market
expansion.
Our diversified product portfolio includes iconic names such as Jose Cuervo (Tequila), Bushmills
(Irish Whisky), Rémy Martin (Cognac), Cointreau (Liqueur), Choya (Liqueur) and Belenkaya
(Vodka), all brands with a legacy of excellence.
Our Company holds a 19.0% share in tequila imports, 7.5% share in liqueurs imports, a 1.9% share
in gin and geneva imports. The rum segment sees our Company as the top importer with a
commanding 12.3% market share.
8. The Offer Price is 28.6 times of the face value of the equity shares
The face value of our share is ₹ 10/- per share and the Offer Price is of ₹ 286/- per share are 28.6times of
the face value. Our Company and in consultation with the Book Running Lead Manager believes that the
Offer Price of ₹ 286/- per share for the Public Issue is justified in view of the above quantitative and
qualitative parameters.
Investor should read the above-mentioned information along with the section titled “Risk Factors”
beginning on page 30 of this Prospectus and the financials of our Company including important
profitability and return ratios, as set out in the chapter titled “Restated Financial Statements” beginning
on page 204 of this Prospectus.
108STATEMENT OF SPECIAL TAX BENEFITS
To,
The Board of Directors,
Monika Alcobev Limited
2403, 24th Floor,
Signature, Suresh Sawant Road, Off. Veera Desai Road,
Andheri West, Mumbai – 400053
Maharashtra, India
And
Marwadi Chandarana Intermediaries Brokers Private Limited
X-Change Plaza,Office No. 1201 To 1205,
12th Floor, Building No. 53E, Zone-5, Road 5E,
Gift City, Gandhinagar - 382355,
Gujarat, India
(Marwadi Chandarana Intermediaries Brokers Private Limited referred to as the “Book Running Lead
Manager” or the “BRLM”)
Dear Sirs/ Madam,
Sub: Statement of Tax Benefits (‘The Statement’) available to Monika Alcobev Limited (“The Company”)
and its shareholders prepared in accordance with the requirement in Schedule VIII- Clause (VII) (L) of
Securities and Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations 2018, as
amended (“The Regulation”)
We hereby report that the enclosed annexure prepared by the management of Monika Alcobev Limited, states
the special tax benefits available to the Company and the shareholders of the Company under the Income-Tax
Act, 1961 (referred to as “Direct Tax”), the Central Goods and Services Tax Act, 2017, the Integrated Goods and
Services Tax Act, 2017, the Union Territory Goods and, respective State Goods and Services Tax Act, 2017
(collectively the “GST Act”), Applicable State Value Added Tax Act, Applicable Central Sales Tax Act,
Applicable State Excise Duty Acts, Customs Act, 1962 presently in force in India (referred to as “Indirect Tax”).
Several of these benefits, if available, are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the Act. Hence, the ability of the Company or its shareholders to derive
the tax benefits is dependent upon fulfilling such conditions which, based on business imperatives which the
Company may face in the future, the Company may or may not choose to fulfill.
The benefits discussed in the enclosed Annexure cover only special tax benefits available to the Company and do
not cover any general tax benefits available to the Company or its shareholders. Further, the preparation of
enclosed statement and the contents stated therein is the responsibility of the Company’s management. We are
informed that; 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 Offer”) by the Company.
We do not express any opinion or provide any assurance as to whether:
a. The Company or its shareholders will continue to obtain these benefits in future; or
b. The conditions prescribed for availing the benefits have been/would be met.
109The contents of the enclosed statement are based on information, explanations and representations obtained from
the Company and on the basis of our understanding of the business activities and operations of the Company.
Limitations:
Our views are based on facts and assumptions indicated to us and the existing provisions of tax law and its
interpretations, which are subject to change or modification from time to time by subsequent legislative,
regulatory, administrative, or judicial decisions. Any such changes, which could also be retrospective, could have
an effect on the validity of our views stated herein. We assume no obligation to update this statement on any
events subsequent to its issue, which may have a material effect on the discussions herein. This report including
enclosed annexure are intended solely for your information and for the inclusion in the Draft Red Herring
Prospectus/ Red Herring Prospectus/Prospectus or any other issue related material in connection with the proposed
initial public offer of the Company and is not to be used, referred to or distributed for any other purpose without
our prior written consent.
This statement has been prepared solely in connection with the Proposed Offer by the Company under the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended.
We have conducted our examination in accordance with the “Guidance Note on Reports in Company Prospectuses
(Revised 2019)” and “Guidance Note on Reports or Certificates for Special Purposes (Revised 2016)” (“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 Charted Accountants of India. We have
also 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 confirm that the information in this certificate is true, fair, correct, accurate, not misleading and without
omission of any matter that is likely to mislead, and adequate to enable investors to make a well-informed decision.
This certificate is issued for the sole purpose of the Offer and this certificate or any extracts or annexures thereof,
can be used, in full or part, for inclusion in the draft red herring prospectus, red herring prospectus, prospectus
and any other material used in connection with the Offer (together the “Offer documents”), and for the submission
of this certificate as may be necessary, to any regulatory / statutory authority, stock exchanges, any other authority
as may be required and/or for the records to be maintained by the BRLM in connection with the Offer and in
accordance with applicable law, and for the purpose of any defence the BRLM may wish to advance in any claim
or proceeding in connection with the contents of the Offer documents.
This certificate may be relied on by the Company, the BRLM and legal counsel in relation to the Offer.
We undertake to update you in writing of any changes in the abovementioned position, until the date the Equity
Shares issued pursuant to the Offer commence trading on the stock exchanges. In the absence of any
communication from us till the Equity Shares commence trading on the stock exchanges, you may assume that
there is no change in respect of the matters covered in this certificate.
All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in
the Offer Documents.
Yours Sincerely,
For Shah Gupta & Co.
Chartered Accountants
ICAI Firm Registration Number: 109574W
Peer Review Number: 019101
110Bharat P. Vasani
Partner
M. No. 040060
UDIN: 25040060BMILPD1750
Place: Mumbai
Date: July 08, 2025
111ANNEXURE TO THE STATEMENT OF SPECIAL TAX BENEFITS
The information provided below sets out the special tax benefits available to the Company and the Equity
Shareholders under the Income Tax Act, 1961 presently in force in India. It is not exhaustive or comprehensive
and is not intended to be a substitute for professional advice. Investors are advised to consult their own tax
consultant with respect to the tax implications of an investment in Equity Shares 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 benefits, which an investor can avail. We have not covered here the tax benefits available to all the
shareholders of any company listed in India.
A. SPECIAL DIRECT AND INDIRECT TAX BENEFITS TO THE COMPANY:
• The Company is not entitled to any special tax benefits under the Income-Tax Act, 1961 (referred to as
“Direct Tax”), the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax
Act, 2017, the Union Territory Goods and, respective State Goods and Services Tax Act, 2017
(collectively the “GST Act”), Applicable State Value Added Tax Act, Applicable Central Sales Tax Act,
Applicable State Excise Duty Acts, Customs Act, 1962 presently in force in India (referred to as “Indirect
Tax”).
B. SPECIAL DIRECT AND INDIRECT TAX BENEFITS TO THE SHAREHOLDERS:
• The Shareholders of the Company are not entitled to any special tax benefits under the Income-Tax Act,
1961 (referred to as “Direct Tax”), the Central Goods and Services Tax Act, 2017, the Integrated Goods
and Services Tax Act, 2017, the Union Territory Goods and, respective State Goods and Services Tax
Act, 2017 (collectively the “GST Act”), Applicable State Value Added Tax Act, Applicable Central
Sales Tax Act, Applicable State Excise Duty Acts, Customs Act, 1962 presently in force in India (referred
to as “Indirect Tax”)
Notes:
1. The above Annexure of 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 potential tax consequences of the purchase, ownership and
disposal of shares.
2. The above Annexure covers only the special tax benefits under the Act, read with the relevant rules,
circulars and notifications and does not cover any benefit under any other law in force in India. This
Annexure also does not discuss any tax consequences, in the country outside India, of an investment in the
shares of an Indian company. We have not considered the general tax benefits available to the Company,
and/or its shareholders.
3. The above Annexure of special tax benefits is as per the current direct tax laws relevant for the assessment
year 2025-26. Special Tax benefits, if any, Several of these benefits are dependent on the Company or its
shareholders fulfilling the conditions prescribed under the relevant provisions of the Tax Laws.
4. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject
to any benefits available under the relevant Double Taxation Avoidance Agreement, if any, entered into
between India and the country in which the non-resident has fiscal domicile.
5. A new Section 115BAA has been inserted by the Taxation Laws (Amendment) Act, 2019 (‘the Amendment
Act, 2019’) with effect from Financial Year 2019-20 granting an option to domestic companies to compute
corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10% and cess of 4%), provided such
companies do not avail specified exemptions/ incentives. The option under section 115BAA of the Act
once exercised cannot be subsequently withdrawn for any future financial year. The Amendment Act, 2019
112further provides that domestic companies availing such option will not be required to pay Minimum
Alternate Tax (‘MAT’) under Section 115JB. The CBDT has further issued Circular 29/2019 dated October
02, 2019 clarifying that since the MAT provisions under Section 115JB itself would not apply where a
domestic company exercises option of lower tax rate under Section 115BAA, MAT credit would not be
available.
In such a case, the Company is not allowed to claim any of the following deductions/ exemptions under
the Act: -
✓ Deduction under the provisions of Section 10AA.
✓ Deduction under clause (iia) of sub- section (1) of Section 32 (additional depreciation).
✓ Deduction under section 32AD or Section 33AB or Section 33ABA
✓ Deduction under section 35AD or Section 35CCC
✓ Deduction under section 80G
Lower corporate tax rate under Section 115BAA of the Act and Minimum Alternate Tax ('MAT') credit
under section 115JAA of the Act which are in general available and hence may not be treated as special
tax benefits.
6. This Annexure is intended only to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences,
each investor is advised to consult his or her tax advisor with respect to specific tax consequences of his/her
investment in the shares of the Company.
7. No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. The
views are based on the existing provisions of law and its interpretation, which are subject to changes from
time to time. We do not assume responsibility to update the views consequent to such changes.
Yours Sincerely,
For Shah Gupta & Co.
Chartered Accountants
ICAI Firm Registration Number: 109574W
Peer Review Number: 019101
Bharat P. Vasani
Partner
M. No. 040060
UDIN: 25040060BMILPD1750
Place: Mumbai
Date: July 08, 2025
113SECTION IV – ABOUT THE COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section has been derived from industry publications, in
particular, the report titled “Industry Report on Wine and Spirits Market in India” dated June 30, 2025 (the “Technopak
Report”) prepared and issued by Technopak Advisors Private Limited. The Technopak Report has been exclusively
commissioned and paid for by us in connection with the Offer. The data included herein includes excerpts from the
Technopak Report and may have been re-ordered by us for the purposes of presentation. A copy of the Technopak Report
is available on the website of our Company at https://www.monikaalcobev.com.Unless otherwise indicated, financial,
operational, industry and other related information derived from the Technopak Report and included herein with respect
to any particular year refers to such information for the relevant calendar year. For further information, see “Risk Factors”
Industry information included in this Prospectus has been derived from an industry report commissioned by us, and paid
for by us for such a purpose” on page 43. Also see, “Certain Conventions, Presentation of Financial, Industry and Market
Data –Industry and Market Data” on page 17
1. Macroeconomic Overview of Indian Economy
1.1. GDP and GDP Growth of Key Global Economies
India continues to be the fastest-growing major economy, projected to surpass Germany and Japan to become
the third largest by 2029, driven by strong domestic demand and policy reforms.
The global nominal GDP is forecasted to grow from USD 113.8 trillion in CY2025 to USD 144.6 trillion by
CY2030, reflecting a CAGR of 4.9% during the forecast period. The CAGR of major economies such as India
(10.1%), China (6.1%), UK (5.3%), Japan (3.6%), Germany (3.3%), and USA (4.0%) are expected to grow
favourably for the same forecast period of CY2024-2030 indicating an upward trajectory, as per IMF October
2024 estimates.
India is projected to be the fastest-growing major economy in the coming years, driven by strong domestic
demand, policy reforms, and a favourable demographic profile.
India is ranked fifth in the world in terms of nominal GDP, at USD 4.2 trillion as of CY2024 and is expected to
be a USD 6.8 trillion economy by CY2029, becoming the third largest, surpassing Germany and Japan.
Exhibit 1.1: GDP at Current Prices (Nominal GDP) (in USD Trillion) CY and GDP Ranking of Key Global
Economies (CY2024)
Country Rank 2019 2020 2021 2022 2023 2024 2025E 2030P CAGR CAGR Rank in
in (CY (CY GDP
GDP 2020 - 2025 - (CY2029
(CY 25) 30P) P)
2024)
USA 1 21.4 21.1 23.3 25.5 27.4 28.8 30.5 37.2 7.7% 4.0% 1
China 2 14.3 14.7 17.8 18.0 17.7 18.5 19.2 25.8 5.5% 6.1% 2
Germany 3 3.9 3.9 4.3 4.1 4.5 4.6 4.7 5.6 4.0% 3.3% 4
Japan 4 5.1 5.1 5.0 4.3 4.2 4.1 4.2 5.0 -3.7% 3.6% 5
India 5 2.5 2.5 3.0 3.4 3.8 4.1 4.2 6.8 10.6% 10.1% 3
UK 6 2.9 2.7 3.1 3.1 3.3 3.5 3.8 5.0 7.3% 5.3% 6
France 7 2.7 2.6 3.0 2.8 3.0 3.1 3.2 3.8 4.0% 3.2% 7
Brazil 10 1.9 1.5 1.7 1.9 2.2 2.2 2.1 2.7 7.6% 4.7% 8
World - 87.8 85.3 97.2 100.9 105.6 110.6 113.8 144.6 5.9% 4.9%
Source: IMF
Indian Data taken from RBI, for India CY2017 refers to FY2018 and so on
For calculation purposes, 1 USD = 80 INR
A key/major economy is a country with significant influence on global trade, investment, and economic output, typically characterized by a
large GDP and advanced infrastructure.
1141.2. India’s GDP and GDP Growth (Real and Nominal) - Historical, Current & Projected Trajectory
While real GDP growth is expected to moderate to 6.6% over the next five years, India will remain the fastest-
growing major economy, sustaining its strong economic momentum.
India’s nominal GDP has grown at a CAGR of 10.3% between FY2020 and FY2024 and is expected to continue
this upward trend by registering a CAGR of 10.6% for the 5-year time-period from FY2025 to FY2030.
In terms of real GDP, India recorded an impressive growth rate of 9.7% in FY2022, 7.0% in FY2023, and 8.2%
in FY2024. In the next five years, growth is expected to moderate to 6.8% as per IMF forecasts as the economy
stabilises following a period of significant recovery after consumption slowdown due to COVID. Despite the
expected moderation, India is poised to remain the fastest-growing major economy globally. India’s economic
growth is driven by favourable demographics, rising workforce participation, rapid urbanisation and an
expanding middle class.
Exhibit. 1.2: India’s GDP (In USD Trillion) (FY)
Real GDP CAGR Real GDP CAGR
FY2020:2024 – 5.1% FY2025:2030 – 6.8%
6.8
Nominal GDP CAGR Nominal GDP CAGR
FY2020:2024 – 10.3% FY2025:2030 – 10.6%
4.1
3.7
3.4
3.2
2.9
2.5
1.8 1.7 2.1 1.9 2 2.2 2.3
2020 2021 2022 2023 2024 2025 2030 P
Real GDP Nominal GDP
Source: RBI Data, Technopak Analysis
For calculation puirposes, 1 USD = 80 INR
1.3. Private Final Consumption Expenditure (PFCE)
India’s consumption-driven economy, with PFCE at 60.3% of GDP in FY2024, benefits from rising incomes
and a growing middle class, driving demand for goods and services.
India is a private consumption-driven economy, where the share of domestic consumption is measured as PFCE.
This private consumption expenditure comprises both goods (food, lifestyle, home, pharmacy, etc.) and services
(food services, education, healthcare, etc.). A high share of private consumption to GDP has the advantage of
insulating India from volatility in the global economy. It also implies that sustained economic growth directly
translates into consumer demand for goods and service as rising incomes enhance purchasing power, allowing
people to spend more on goods and services. Additionally, the expanding middle class drives demand for a
wider range of products, from everyday essentials to premium and aspirational goods, further boosting overall
consumption.
In CY2023 (FY2024 for India), PFCE accounted for 60.3% of India’s GDP, lower than that of the U.S. (67.9%),
indicating significant room for growth, but higher than other key economies such as Germany (49.9%) and
China (39.1%) during the same period.
Exhibit 1.3: Private Final Consumption Expenditure for Key Global Economies as a % of GDP (in USD trillion)
(CY)
Country 2018 2019 2020 2021 2022 2023
U.S. 67.4% 67.0% 66.6% 68.0% 68.0% 67.9%
China 38.5% 39.2% 38.2% 38.1% 37.3% 39.1%
115Country 2018 2019 2020 2021 2022 2023
Japan 54.7% 54.5% 54.0% 53.5% 55.5% NA
Germany 51.1% 51.0% 49.5% 48.5% 50.0% 49.9%
India 59.4% 60.9% 60.8% 61.0% 60.9% 60.3%
Brazil 64.6% 65.1% 63.1% 61.3% 63.0% 63.3%
Source: Secondary Research
Note: CY2018 in India refers to FY2019 and so on
The recent Union Budget 2025-26 in India introduced significant personal income tax cuts, raising the tax-
exempt income threshold from ₹700,000 to ₹1.28 million thereby boosting discretionary spending and
stimulating PFCE further.
1.4. Evolution of Per Capita Income
India’s per capita GNI grew at 8.5% CAGR from CY2018 to CY2023, reaching USD 10,000, driving higher
consumption.
In recent years, the rate of growth of per capita GNI has accelerated. The per capita GNI for India stood at USD
10,000 in CY2023, compared to USD 6,640 in CY2018, exhibiting a CAGR of 8.5% during the period as USA
(5.2%), UK (4.6%), China (8.9%), and France (5.5%) for the same time. India still has a relatively low GNI
compared to these economies, leaving room for further growth, particularly in relation to US and France.
Exhibit 1.4: GNI per capita, PPP adjusted of Key Economies (in USD) (CY); CAGR (%)
82,300
63,900 62,300
58,100
46,500 47,600
24,400
15,900
10,000
6,640
India US UK China France
2018 2023
Source: Secondary Research
1.5. Key Growth Drivers for the Indian Economy
India's economic growth is driven by favourable demographics, rising workforce participation, rapid
urbanization, and an expanding middle class.
Favourable demographic factors supporting Indian economy
A rising young, working-age population, driving economy
India has one of the youngest populations compared to other major economies. The median age in India was
29.5 years for CY 2023, as compared to 38.5 years and 39.8 years in the USA and China respectively and is
expected to remain under 30 years until CY 2030. The high percentage of the working-age population drives
the current and long-term earning potential within households, supporting growing consumption levels. In
addition, the younger population is naturally predisposed to adopting the latest trends and exploration, which is.
an opportunity for domestic consumption in the form of branded products and organised retail. Among key
economies, China has the highest percentage of working age population of 69% followed by India at 68%. India
is also the most populous country in the world, with a population of ~1.4 billion.
116Exhibit 1.5: Median Age and Comparison of Percentage of Working Age Population of Key Economies (CY2023)
Country Median Age % of Working Age Population
China 39.8 69%
India 29.5 68%
United States 38.5 65%
United Kingdom 40.6 63%
France 42.4 61%
Germany 46.7 63%
Brazil 34.7 69%
Source: World Population Review, World Bank
66% of India’s population over 20 years age bracket
As of April 2024, India was the most populous country in the world, home to 1.44 billion people, which is
approximately one-sixth of the world’s population. About 66% of the total population falls over 20 years age
group and this working age population are early adopters of various services and new age technology.
Exhibit 1.6: Population Distribution of India (%) (FY 2024)
10%
34% < 20
22%
21-40
41-60
> 60
33%
Source: World Bank, Technopak Estimates
India's declining age dependency ratio is a positive economic sign, as it implies a larger working-age population
relative to dependents. This shift enhances productivity, economic growth, and tax revenues while reducing the
burden on social welfare.
Exhibit 1.7: Age Dependency Ratio
Dependency Ratio (CY)
78% 81% 77% % of population aged 15-64 years (CY)
73%
65% 64.4% 67.5% 67.7% 68.0%
56% 56.6% 58.2% 60.7%
49% 49% 48% 47% 47%
1960 1970 1980 1990 2000 2010 2019 2020 2021 2022 2023 1981 1991 2001 2011 2021 2022 2023
Source: Census of India 2011, World Bank, MOSPI; Age-wise break up of population not adding up to 100% due to rounding off
Note: Dependency Ratio and Growth in population aged 15-64 years are in CY. CY 2023 for India refers to FY 2024 data and so on.
Dependency Ratio signifies the number of dependents to non-dependents (or working population) in a given population.
Nuclearisation and Urbanisation
The growth in the number of households exceeds population growth, indicating an increase in nuclearisation in
India. The average household size in India is 4.1 persons per household, with rural areas averaging 4.4 persons
per household and urban areas averaging 3.7 persons per household.
117Exhibit 1.8: Average Household Size in India (CY)
4.9 4.7 4.9
4.4 3.7 4.1 4.2 3.5 3.9-4
Rural
Urban
Overall
2011 2024 2030 P
Source: Census, PLFS survey, 2023 data corresponds to July 2023-June 2024 respectively
*average household size refers to the number of individuals who share a single housing unit
The increasing trend of nuclear families in India is leading to higher consumption across consumer goods and
retail categories. With more households being formed, demand for essentials, durables, and lifestyle products is
rising. Nuclear families, often with dual incomes, tend to have more financial independence, leading to higher
discretionary spending on premium goods. The shift away from joint family decision-making fosters
individualistic preferences, encouraging experimentation with brands and personalised choices.
Urbanisation is also one of the most important pillars of India’s growth story, as urban areas serve as the core
drivers for economic growth. Driven by the pursuit of enhanced opportunities, the middle-income segment is
progressively relocating to urban areas. In CY2023, approximately 519 million people, or 36.4% of India's total
population, resided in urban areas.
By CY2030, it is anticipated that 40.9% of India’s population will reside in urban centres and contribution of
the urban population towards India`s GDP is expected to reach 75% by 2030. Rapid urbanisation is driving a
significant rise in discretionary spending across India. As disposable incomes grow, especially among urban and
middle-class consumers, more funds are being directed towards lifestyle products. With essential needs now
met for a growing portion of the population, there is a shift towards premium and aspirational purchases.
Exhibit 1.9: India’s Urban Population and Urban Population as a Percentage of Total Population (in million)
(CY)
800 40.9% 50.0%
32.8% 32.2% 33.6% 34.0% 34.5% 34.9% 35.4% 35.9% 36.4% 40.0%
600
30.0%
400
200 3 3 4 4 4 4 5 5 4 5 6 4 6 7 4 7 8 4 8 9 4 8 0 5 9 1 5 3 1 6 12 00 .. 00 %%
0 0.0%
2015 2016 2017 2018 2019 2020 2021 2022 2023 2030P
Urban Population (Mn) Urban Population (% of total population)
Source: World Bank, Technopak Analysis
Exhibit 1.10: Urban Population as a % of Total Population for Key Economies (CY2023) (%)
83.2% 81.7%
64.5%
36.4%
India United States China France
Source: World Bank
118Growing middle class
The increase in number of households with annual earnings ranging from USD 10,000 to USD 50,000 is also
poised to drive the Indian economy by fostering demand for a wide array of goods, improved services, housing,
healthcare, education, and more. Households with an annual income between USD 10,000 and USD 50,000
constituted a minor portion in FY 2010, accounting for 5.8% of the total population. This share increased to
34.5% in FY2023 and is expected to continue in the same manner rising to 42% of the total population by
FY2030. The expanding middle-class sector in India is accompanied by a growing appetite for premiumisation
across various sectors.
Exhibit 1.11: Household Annual Earning Details (FY) (Households in millions)
242 297 320 400
14.9% 14.5% 10.4%
1 4 6 12
14 20.6% 5.5% 6.7%
91 107 168
11.3% 1% 1.9%
43 126 130 148
-8.5% 0.4% -1%
184 76 77 72
2010 2020 2023 2030P
# of ho useholds in millions CAGR %
Households with annual earnings >5,000 USD and <10,000 USD
Households with annual earnings > 50,000 USD
House holds with annual earnings >10,000 USD and <50,000 USD Households with annual earnings < 5,000 USD
Source: EIU, Technopak Estimates
Increasing number of women entering the workforce
As per the Periodic Labour Force Survey, the female labour force participation rate (FLFPR) in India for those
aged 15 years and above reached 41.7% in FY2024. This upward trend, which gained momentum from 23.3%
in 2017–18 (per PLFS data), reflects a gradual shift in social norms, improved access to education, and
government initiatives like skill development programs and maternity benefits that encourage women’s
employment.. Additionally, rising household incomes, often driven by dual-income families, provide greater
financial capacity to spend on general consumption as well as increased demand for premium products and
services.
Exhibit 1.12: Participation of women aged 15 years and above in workforce (%)
41.7%
37.0%
32.5% 32.8%
30.0%
24.5%
23.3%
2018 2019 2020 2021 2022 2023 2024
Source: Periodic Labor Force Survey (PLFS)
2018 refers to the time period July 2017-June 2018, 2019 refers to July 2018-June 2019 and so on
1191.6. Indian Luxury Goods Market
India's luxury goods market, valued at INR 944 billion in CY2024, is led by fashion (43.1%) and premium/luxury
cars (38.2%), with steady post-COVID recovery expected to reach INR 1,015 billion by CY2025.
India's luxury goods market was valued at INR 944 billion as of CY 2024. The fashion segment holds the largest
share at 43.1%, driven by higher volumes, followed by the premium and luxury car segment, which contributes
38.2%, primarily due to higher values.
After the setbacks caused by the COVID-19 crisis, the luxury market is witnessing a steady recovery and has
shown a growth trajectory over the past three years. Looking ahead, the market is expected to continue its
recovery, reaching an estimated INR 1,015 billion by CY 2025.
Exhibit 1.13: Luxury Market in India (INR Billion) (CY)
Sector CY2022 CY2023 CY2024 CY2025 CAGR (CY22-25)
Alco-Bev 205 243 288 321 16.2%
Jewellery and 62 67 72 76 7.0%
Accessories
Cars 297 323 354 395 10.0%
Fashion 345 373 400 420 6.8%
Others 100 111 100 124 7.4%
Total 804 874 926 1,015 8.1%
Source:Technopak Analysis
Others includes Stationary, Consumer Electronics, Leather Goods, Luxury Spirits, Fine Wines and Experiential Luxury
1.7. Key Risks and Challenges
External trade policies, climate risks, inflation, and regulatory uncertainties pose key challenges to India's
economic stability and growth.
1. Trade Barriers and Tariffs
India’s export landscape is increasingly influenced by evolving global trade policies and rising protectionist
tendencies in key export markets. The imposition of higher tariffs, in regions like the United States is expected
to create headwinds for Indian exporters. Sectors such as IT services may face heightened compliance
requirements, impacting competitiveness and margins. Furthermore, shifting geopolitical alliances, supply chain
realignments, and potential trade retaliation measures may introduce unpredictability and force Indian exporters
to recalibrate market strategies and diversify export destinations.
2. Climate Vulnerabilities
India’s heavy dependence on monsoon rains for agricultural output makes the economy particularly vulnerable
to climate change. Erratic monsoon patterns, prolonged droughts, extreme flooding, and rising temperatures
have the potential to disrupt agricultural production and lead to shortfalls in key food crops. This, in turn, could
result in food inflation, impacting both rural and urban consumption patterns.
3. Inflationary Pressures
India’s reliance on crude oil imports makes it highly vulnerable to sustained high global oil prices. Elevated oil
costs can significantly drive up domestic fuel prices, contributing to overall inflation. This challenge is further
compounded by the depreciation of the rupee, which increases the cost of imports and raises input expenses
across key sectors such as electronics, chemicals, and manufacturing. Persistently high inflation can weaken
consumer purchasing power, curb discretionary spending, and compel the Reserve Bank of India (RBI) to tighten
monetary policy.
1204. Policy Uncertainty and Regulatory Risks
Unpredictable policies and inconsistent regulations remain key concerns for businesses and investors. Frequent
changes in tax rules, import duties, and environmental laws can disrupt business operations and delay investment
plans.
2. Overview of the Global Wines and Spirits Market
Global Alcohol Beverages Market Size
Alcohol consumption is captured by World Health Organisation (WHO) as total alcohol per capita consumption
in litres of pure alcohol per person per year and alcohol consumption in grams of pure alcohol per person per
day for population above 15 years. This includes both drinking and non-drinking population. The minimum
legal drinking age in some countries is as low as 16 years. Alcohol consumption is further divided into recorded
data and unrecorded data. Recorded data is alcohol sales captured through excise department in most countries.
Alcohol consumption is divided across three major categories of alcoholic beverages with varying trends across
countries. The consumption of different alcoholic beverages has matured in developed economies, but it is still
going through a transition in developing countries. India is one of the fastest growing alco-beverage markets in
the world, with distinctive characteristics that make it appealing to the top players of the industry. One of the
biggest attractions is the size of the market and the continual evolution of the market as economic variables such
as rising GDP, urbanisation and women's involvement in the workforce fuel demand and premiumization. The
recorded alcohol per capita (APC) for India in CY2023 was estimated at 3.2 litres per annum against the world
average of 5.0 litres. Indian alco-beverage market size was estimated at close to 3.2 billion litres of pure alcohol
in CY2023. Distilled alco-beverages contributed close to 92.0% of the total pure alcohol consumption in India.
Exhibit 2.1: Alco-beverage Market Size in terms of 100% Pure Alcohol – By Volume (in litres) (CY2023)
Country Per Capita Consumption of Total Market Size (Billion Spirits Market Size (Billion
Alcohol in terms of Pure Litres) Litres)
Alcohol (Litres)
China 3.8 4.5 2.6
India 3.2 3.2 2.91
USA 9.2 2.5 0.9
Germany 10 0.7 0.1
France 10.9 0.6 0.1
United Kingdom 9.9 0.6 0.1
World 5 30 13.5
Source: Technopak Analysis
India is one of the leading spirits markets with more than 90% of consumption in the form of spirits
India is a spirits’ market with close to 92% of alcohol consumed in the form of spirits. The per capita
consumption of spirits in India is one of the highest among top economies of the world.
Exhibit 2.2: Contribution of Alcoholic Beverages in 100% alcohol CY 2023 (in %)
121World 31.5% 9.5% 47.1% 11.9%
United States of America 44.1% 36.3% 19.6%
United Kingdom 34.9% 5.8% 25.0% 34.3% Beer
Other
India 7.9% 91.8% 0.3%
Spirits
Germany 52.3% 18.8% 29.0% Wine
France 23.9% 1.3%19.5% 55.3%
China 37.2% 57.5% 5.3%
Source: Technopak Analysis
Sales Breakup of Alcohol
In CY2023, the global alcohol beverage market saw a varied distribution between distilled and undistilled
alcohol. Distilled spirits, which include beverages like whiskey, rum, and vodka, accounted for ~44% of pure
alcohol consumption. Within this, whiskey had the highest share of ~39%, followed by vodka at ~15%. Beer
and wine contributed approximately 33% and 9% to pure alcohol consumption respectively.
In addition to this, with rising globalisation, there is a growing demand for regional and premium specialities.
Consumers are open to experiencing more of other countries culture, including food and drinks. Spirits from
Asia such as Japanese Sake and South Korean Soju are being consumed worldwide, especially by younger
generations. Another growing category is the Ready to Drink segment majorly comprising of spirit-based drinks.
Exhibit 2.3: Sales Break-up of Alcoholic Beverages by Volume (in Litres) (CY2023)
9%
Note: Others include Ready-to-drink cocktails,
hard seltzers, fortified wines, and regional
alcoholic 14% 33% beverages like sake and mead to
name a few Beer
Source: Technopak Analysis
Spirits
Others
Wine
44%
Exhibit 2.4: Sales Break-up of Global Spirits by Value (CY 2023)
Category of
% Share CAGR 2018-23 CAGR 2023-28
Spirits
Whiskey 40.6% 3.9% 4.2%
Vodka 29.9% 5.5% 6.6%
Rum 9.6% 4.8% 5.5%
Tequila 8.7% 8.9% 11.6%
Others 11.2% - -
Total 100% - -
Note: Others include other spirits such as brady, gin, liqueurs, flv. Spirits etc.
Source: Secondary Research, Technopak Analysis
Growing Geographical Indication Tags for Wines and Spirits
122Geographical Indications (GI) are a form of intellectual property protection that certifies a product's origin and
the unique characteristics attributed to that location. In the alcoholic beverages industry, GI tags are instrumental
in ensuring authenticity and reinforcing product differentiation. By securing GI recognition, producers can
maintain the integrity of traditional winemaking and distillation methods while offering consumers a mark of
quality and regional identity.
Established wine and spirit-producing regions, including France, Italy, Spain, the United States, and emerging
markets such as India and China, have increasingly sought GI protection to enhance global market recognition
and prevent imitation products. The expansion of GI registrations for alcoholic beverages has gained momentum
in recent years, driven by regulatory bodies such as the European Union’s Protected Designation of Origin
(PDO) and Protected Geographical Indication (PGI), the World Intellectual Property Organization (WIPO), and
national authorities across various countries like the Geographical Indications Registry under the Department
for Promotion of Industry and Internal Trade (DPIIT), Ministry of Commerce and Industry in India.
Consumers are increasingly gravitating towards Geographical Indication (GI) tagged alcoholic beverages due
to their authenticity, quality assurance, and regional exclusivity. A GI tag guarantees that a drink originates from
a specific location, adhering to traditional production methods that define its distinct taste and characteristics.
This preference is evident across various countries, where GI protection plays a significant role in branding and
market positioning.
For instance, Scotch Whisky from Scotland is renowned for its unique aging process and adherence to strict
regulations, making it one of the world’s most prestigious spirits. Irish Whisky claims the title of the birthplace
of whiskey with the earliest mention appearing in 1405. Champagne from France enjoys global recognition as
a premium sparkling wine, produced exclusively in the Champagne region under specific fermentation methods.
Tequila from Mexico, crafted from blue agave grown in designated areas, has a protected status that ensures its
authenticity. Similarly, Bourbon Whiskey from the United States must be distilled with at least 51% corn and
aged in new charred oak barrels to carry the name. India also boasts Feni from Goa, a traditional spirit with deep
cultural roots, protected under GI status.
As awareness grows, consumers are choosing GI-tagged beverages for their provenance, superior craftsmanship,
and historical significance, driving demand for premium and specialty spirits in both domestic and international
markets.
Exhibit 2.5: Examples of GI-Protected Spirits and Wines
Category Examples
Scotch Whisky (Scotland), Cognac (France), Bourbon (USA), Tequila (Mexico), Feni
Spirits (India), Irish Whiskey (Ireland), Japanese Whiskey (Japan), Pisco (Peru), Umeshu
(Japan)
Wines Champagne and Bordeaux (France), Prosecco (Italy),
Source: Secondary Research
Exhibit 2.6: Geographical Indications in force for Selected National and Regional Authorities (CY2023)
National and regional 2022 2023 YoY Growth
authority GIs in Force
China 9571 9785 2.2%
Germany 7386 7586 2.7%
Italy 5935 6330 6.7%
France 5801 6098 5.1%
Switzerland 4728 4954 4.8%
USA 672 763 13.5%c
India 429 530 23.5%
Source: WIPO Statistics Database, August 2024
In CY2023, Geographical Indications in force relating to wines and spirits accounted for 48.1%, almost half of
the global total, while agricultural products and foodstuffs accounted for 44.8%.
123Exhibit 2.7: Geographical Indications in force by Product Category (CY2023)
4.20% 2.80%
Wines and Spirits
Agricultural Products
48.10% and Foodstuffs
44.80% Handicrafts
Others
Source: WIPO Statistics Database, August 2024
Premiumisation in Global Spirits Market
The global spirits industry is witnessing a fundamental shift from volume-driven growth to value-driven
consumption, as consumers increasingly prioritise quality over quantity. In CY2023, it is estimated that the
global total beverage alcohol (TBA) declined by nearly 1% by volume and rose by almost 2% by value,
indicating a rise in premiumisation.
Key Drivers of Premiumisation
Several factors are contributing to the rise of premiumisation in the global spirits market-
• Evolving consumer preferences: Consumers increasingly seek authenticity, unique flavour profiles,
and brand heritage. This is driving the popularity of premium and super-premium spirits that emphasise
traditional distillation methods, high-quality ingredients, and aging techniques that enhance depth and
complexity. Limited edition releases, locally sourced ingredients, and innovative flavors and
production techniques are differentiating brands in the marketplace. From Japan’s craft gin movement
to India’s emerging premium whisky segment, craft spirits are gaining traction worldwide.
• Growth in affluent consumer segments: As disposable incomes rise, particularly in Asian markets
like India, more consumers are willing to spend on premium spirits. Additionally, the expansion of
luxury liquor stores, exclusive tasting events, and duty-free retail is making premium spirits more
accessible to affluent buyers.
• Health and wellness considerations: As health-conscious behaviors grow, consumers are gravitating
toward spirits that are organic and natural spirits that have fewer additives, lower calorie and lower
alcohol options for moderation, and ones with transparent labelling to help consumers make informed
decisions. This has fueled interest in craft, small batch, and organic spirits, further reinforcing the
premiumisation trend.
• The rise of curated consumption: The traditional model of frequent drinking is shifting towards fewer
but more refined drinking occasions. Consumers now prioritize quality over quantity, opting for
premium spirits for special celebrations, fine dining, and home bars. The home mixology trend has
further fueled demand for high-end spirits like premium gin, aged rum, and top-shelf cocktail
ingredients, as people recreate upscale bar experiences at home. This shift is closely linked to changing
consumption patterns between at-home and out-of-home drinking. While bars and restaurants were
historically the dominant venues for premium alcohol consumption, the pandemic accelerated the trend
of intimate gatherings at home. In CY2023, approximately 68% of alcohol consumption occurred at
home, particularly among higher-income consumers who are "trading up" to more expensive options.
At the same time, for many, at-home drinking has also become a means for cost-saving, allowing them
to enjoy premium brands without the added expenses of on-premise venues. While bars and restaurants
are seeing a revival in certain regions, the broader global trend continues to favour at-home drinking,
reinforcing the premiumisation of spirits across both settings.
3. Indian Alco-Beverage Industry
3.1. Indian Alco-Beverage Market
Indian Distilled vs Un-Distilled Alco-Beverage Market
India is primarily a distilled alco beverage market with contribution of more than 82% for FY 2024
124India remains a predominantly distilled alcohol market, with over 82% of recorded pure alcohol consumption
attributed to distilled spirits. This contrasts sharply with developed nations, where undistilled alcoholic
beverages such as beer and wine collectively hold a larger market share than spirits.
Despite the rising acceptance of beer and wine in India, distilled spirits continue to dominate overall alcohol
consumption. In the beer category, strong beer maintains a significant share of total consumption, while in the
wine segment, fortified wines with higher alcohol content account for a substantial portion of the market.
The Indian alcoholic beverage market has experienced steady growth, expanding at a CAGR of 8.0% since FY
2019 and reaching a valuation of INR 3,25,500 Crores. in FY 2024. This market is projected to grow at a CAGR
of 9.2%, reaching INR 5,04,900 Crores by FY 2029. The distilled alcohol segment, which has grown at a CAGR
of 7.8% since FY 2019, stands at INR 2,66,910 Crores in FY 2024 and is anticipated to expand at a CAGR of
8.4% to reach INR 3,98,871 Crores by FY 2029. Meanwhile, the undistilled alcohol segment, having grown at
a CAGR of 9.3%, is currently valued at INR 58,590 Crores in FY 2024 and is expected to accelerate at a CAGR
of 12.6%, reaching INR 1,06,029 Crores by FY 2029, reflecting the increasing consumer preference for beer
and wine.
Exhibit.3.1: India Alco-beverage Market by Value (in INR Crores.)
FY 2019 FY 2024 FY 2029P
Total Market 2,21,100 3,25,500 5,04,900
(in INR Crores.)
CAGR - 8.0% 9.2%
1,06,029
58,590
37,587 3,98,871
2,66,910
1,83,513
2019 2024 2029 P
Distilled Undistilled
Source: Primary & Secondary research, Technopak Analysis
Indian alco-beverage market is more than a billion cases in term of volume
The Indian alco-beverage market has exhibited steady volume growth, expanding at a CAGR of 2.7% since FY
2019 to reach 1,157 million cases in FY 2024. This growth trajectory is expected to accelerate, with the market
projected to expand at a CAGR of 4.3%, reaching approximately 1,429 million cases by FY 2029.
The distilled segment remains the dominant contributor, accounting for 66% of total alco-beverage consumption
in FY 2024. However, its growth has been relatively moderate, with a CAGR of 1.5% from FY 2019. Over the
next five years, this segment is anticipated to grow at an improved CAGR of 3.7%.
Conversely, the undistilled segment has outpaced the growth of distilled beverages, recording a CAGR of 5.3%
from FY 2019. This trend is expected to continue, with the undistilled segment projected to expand at a CAGR
of 5.5% until FY 2029, surpassing the growth rate of distilled spirits. The increasing acceptance of beer and
wine, along with evolving consumer preferences and premiumization trends, is expected to drive this accelerated
expansion.
Exhibit.3.2: India Alco-beverage Market by Volume (in million cases)
FY 2019 FY 2024 FY 2029P
Total Market 1,012 1,157 1,429
(in Mn. cases)
125FY 2019 FY 2024 FY 2029P
CAGR - 2.7% 4.3%
514
393
304
915
708 764
2019 2024 2029 P
Distilled Undistilled
Source: Primary & Secondary research, Technopak Analysis
Indian Alco-Beverage Market by Price Positioning
Indian alco-beverages market has traditionally been a price sensitive market, but recent trends show growing
influence of premiumisation across price segments
The Indian alco-beverage market is categorized into four key segments: popular, prestige, premium, and luxury.
As of FY 2024, the value segment comprising popular and prestige categories dominates the market,
contributing 91% of total sales, while the premium and luxury segments account for the remaining 9%. However,
the market is witnessing a gradual shift towards premiumization, driven by factors such as a growing legal
drinking-age population which stands at 951 mn., rising disposable incomes, and increasing urbanization.
By FY 2029, the share of the premium and luxury segments is expected to rise to 10%, outpacing the growth of
the value segment. These high-end categories are projected to expand at CAGRs of 16.7% and 11.5%,
respectively, reaching a combined market size of INR 50,000 Crores In contrast, while the popular and prestige
segments will continue to play a dominant role, their growth is expected to be comparatively moderate, with
CAGRs of 8.9% and 8.5%, respectively, taking their combined market value to INR 4,52,155 Crores by FY
2029. This shift towards premiumization reflects evolving consumer preferences and a growing demand for
higher-quality alco-beverages in India.
Exhibit.3.3: Indian Alco-Beverage Market by Price Positioning in Value (in INR Crores.)
FY 2019 FY 2024 FY 2029P
Total Market 2,21,100 3,25,500 5,04,900
(in INR Crores.)
CAGR - 8.0% 9.2%
2,500
47,500
1,153
27,598 3,01,455
391
11,900
1,96,430
1,36,900
1,50,700
1,00,356
71,900
2019 2024 2029 P
Popular Prestige Premium Luxury
Source: Primary & Secondary research, Technopak Analysis
Popular : INR <400, Prestige: INR 400-1,000, Premium: INR >1,000-2,000, Luxury: >2,000
126In terms of volume, the value segment, comprising popular and prestige categories, continues to dominate the
Indian alco-beverage market, accounting for 97.8% of total consumption, with 1,131 million cases recorded in
FY 2024. In contrast, the premium and luxury segments represent a smaller share, contributing 2.2% of total
volume, equivalent to 26 million cases.
However, the premium and luxury categories are poised for accelerated growth, expected to outpace the
expansion of the popular and prestige segments over the next five years. By FY 2029, their market share is
projected to increase to 3% of total volume, reflecting a broader trend of premiumization, driven by evolving
consumer preferences and a rising demand for high-end alco-beverages in India.
Exhibit.3.4: Indian Alco-Beverage Market by Price Positioning in Volume (in million cases)
FY 2019 FY 2024 FY 2029P
Total Market 1,012 1,157 1,429
(in Mn. cases)
CAGR - 2.7% 4.3%
0.9
41
0.5
0.3 25 505
16
388
330
882
743
666
2019 2024 2029 P
Popular Prestige Premium Luxury
Source: Primary & Secondary research, Technopak Analysis
Indian Alco-Beverage Market by Beverage Type
India is primarily a spirits alco beverage market with contribution ~82% of sales for FY 2024
The Indian spirits market remains the dominant force within the alco-beverage industry, contributing over 83%
of total market value, reaching INR 2,66,400 Crores in FY 2024. Over the past five years, the segment has
expanded at a CAGR of 7.7%, with projections indicating further growth at 8.3% CAGR, reaching INR 3,97,600
Crores by FY 2029. Domestic spirits dominate the market, accounting for 98% of total spirits sales, while
imported spirits contribute 2% in FY 2024. The value share of imported spirits has increased from 1.7% in 2019
to 2.0% in 2024 and is projected to reach 2.3% by 2029, reflecting the growing consumer preference for premium
and luxury international brands. Meanwhile, beer and other alco-beverages account for 17% of the total market,
standing at INR 56,000 Crores in FY 2024, followed by wine, which contributes a modest 1% share, valued at
INR 36,000 Crores in FY 2024. However, wine has emerged as the fastest-growing alco-beverage category,
outpacing spirits and beer with a 13.0% CAGR from FY 2019. This growth trajectory is expected to accelerate
to 17.6% CAGR, pushing the segment to INR 7,200 Crores by FY 2029.
The premiumization trend in India’s alco-beverage market is fuelled by rising disposable incomes, urbanization,
and evolving consumer preferences favouring quality over quantity. Younger demographics are increasingly
opting for premium spirits, craft liquors, and imported wines, influenced by global consumption patterns.
In the wine segment, growing health consciousness and a shift towards sophisticated drinking choices are driving
demand. Red wines dominate, while white and sparkling wines are gaining traction, supported by better
availability and branding. Domestic wineries are also expanding, benefiting from rising consumer awareness.
With greater accessibility of international brands and evolving consumption trends, premium spirits and wines
are expected to be the key growth drivers in India’s alco-beverage industry over the next five years.
127Exhibit 3.5: India Alco-beverage % Sales Market Split by Value (in INR Crores)
FY 2019 FY 2024 FY 2029P
0.8% 1.7% 1.0% 2.0% 1.4% 2.3%
15.9% 17.2%
19.9%
81.6% 79.8% 76.4%
Domestic Spirits Beer & Others Wine Imported Spirits
Source: Technopak Analysis
*spirits includes IMIL
*Beer & Others indicates beer, RTDs, Cider etc.
In FY 2024, spirits remain the dominant segment in India’s alco-beverage market, accounting for 66.3% of total
consumption or 767 million cases in terms of volume. Within this, Indian-Made Foreign Liquor (IMFL)
contributes 54% (420 million cases), while country liquor accounts for 355 million cases. Beer and other
alcoholic beverages hold a 33.4% share (386 million cases), while wine, though niche, stands at 0.3% (3.3
million cases).
The Indian alco-beverage market is witnessing a gradual shift in consumption patterns, with imported spirits
gaining traction despite their relatively small market share. As per the data, the share of imported spirits has
increased from 0.08% in 2019 to 0.12% in 2024 and is projected to reach 0.16% by 2029. This steady growth
reflects rising consumer preference for premium and internationally recognized brands, driven by globalization,
increasing disposable incomes, urbanization, and evolving lifestyle choices.
While domestic spirits continue to dominate, their market share is gradually declining, dropping from 68.22%
in 2019 to a projected 64.14% by 2029. Meanwhile, beer and other beverages are gaining a larger foothold,
reflecting diversification in consumer preferences. The wine segment, though small, is also experiencing
marginal growth, indicating a niche but expanding market.
The increasing demand for imported spirits underscores the premiumization trend, where consumers are willing
to spend more on high-quality, globally acclaimed brands. This presents significant opportunities for
international liquor companies and importers to strengthen their presence in the Indian market through strategic
brand positioning, marketing initiatives, and expanded distribution networks.
Exhibit 3.6: India Alco-beverage % Sales Market Split by Volume (in million cases)
FY 2019 FY 2024 FY 2029P
0.3% 0.08% 0.12% 0.16%
0.3% 0.4%
31.4% 33.4%
68.2% 66.2% 35.3% 64.1%
Domestic Spirits Beer & Others Wine Imported Spirits
Source: Technopak Analysis
*spirits includes IMIL
*Beer & Others indicates beer, RTDs, Cider etc.
128Indian Alco-Beverage Market by Channel
The off-trade channel is a key driver of alco-beverage consumption in India
The distribution of alco-beverages in India highlights a clear distinction between off-trade (retail) and on-trade
(bars, restaurants, and hotels) consumption patterns. Domestic spirits have the highest dependence on off-trade
channels, with 85-90% of sales occurring through retail outlets, whereas only 10-15% are consumed in on-trade
venues. In contrast, imported spirits demonstrate a significantly higher on-trade presence, with 40-45% of sales
occurring in premium bars, luxury hotels, and fine-dining restaurants. This higher on-trade consumption is
driven by their premium positioning, which aligns with the experiential nature of fine dining and upscale
nightlife. Imported spirits are also associated with aspirational lifestyles and social status, making them a
preferred choice in premium venues. Additionally, bartender-led promotions, the growing cocktail culture, and
tasting events further enhance visibility and encourage consumer engagement. Beer and other beverages also
rely more on off-trade channels (75-80%), with 20-25% of sales attributed to on-trade consumption, while wine
exhibits a relatively balanced distribution, with 65-70% sold through retail and 30-35% consumed in hospitality
venues. As urbanization, rising disposable incomes, and global influences continue to shape preferences, the on-
trade segment is poised to play an increasingly significant role in driving the growth of imported spirits in India,
contributing to the broader premiumization trend in the alco-beverage market.
Exhibit 3.7: India Alco-Beverage Market Off Trade vs On Trade (FY 2024)
85-90%
75-80%
65-70%
55-60%
40-45%
30-35%
20-25%
10-15%
Imported Spirits Domestic Spirits Beer & Others Wine
Off Trade On Trade
Source: Technopak Analysis
*Beer & Others indicates beer, RTDs, Cider etc.
Indian Alco-Beverage Import by Leading Countries
India's alcoholic beverage imports stood at INR 6,120 crores for spirits and INR 406 crores for wine in FY 2024
The United Kingdom dominates India’s imported spirits market, contributing 74.9% of total imports, primarily
driven by Scotch whisky. The United States follows with a 4.6% share, while France and Ireland each account
for 3.7%, reflecting the rising demand for premium cognac and Irish whiskey. Mexico holds a 2.7% share,
largely due to the growing popularity of tequila, while the remaining 10.4% is distributed among various other
countries, highlighting India's expanding preference for diverse international spirits.
In the imported wine segment, Australia leads with a 28.8% share, followed closely by France at 26.0%, driven
by strong demand for premium wines. Italy contributes 14.2%, benefiting from its globally renowned varietals,
while the United Kingdom and Chile account for 6.4% and 5.2%, respectively. The remaining 19.3% is sourced
from other regions, reflecting an increasing diversification in India’s wine consumption, supported by evolving
consumer preferences for international flavors and premium offerings.
129Exhibit 3.8: Country Wise India Import - Spirits vs Wine in FY 2024
Spirits Import FY 2024 Wine Import FY 2024
(INR 6,120 Crores) (INR 406 Crores)
10.4%
2.7%
3.7%
3.7% 19.3%
28.8%
5.2%
4.6%
6.4%
74.9%
14.2%
26.0%
United Kingdom United States Australia France
France Ireland Italy United Kingdom
Mexico Others Chile Others
Source: Technopak Analysis
*For Spirits 2208 HS Code is considered
*For Wine 2204 & 2205 HS Code are considered
*total import indicates CIF value
3.2. Indian Premium & Luxury Alco-Beverage Market
India’s premium and luxury alco-beverage segment has demonstrated remarkable growth, reflecting shifting
consumer preferences toward premiumization. The market has expanded from INR 12,291 Crores in 2019 to
INR 28,751 Crores in 2024 and is projected to reach INR 50,000 Crores by 2029, driven by a strong CAGR of
18.5% (2019-24), followed by a sustained growth of 11.7% (2024-29). This upward trajectory has also led to a
notable increase in market share, rising from 5.6% in 2019 to 8.8% in 2024 and expected to hit 10.0% by 2029.
Several factors are fuelling this growth, including rising disposable incomes, evolving social drinking culture,
urbanization, increase legal age population and a growing preference for high-quality spirits. The increasing
presence of global brands, premiumization of drinking experiences, and expanding luxury hospitality sector are
further accelerating demand. Additionally, younger consumers, influenced by international trends and digital
media, are shifting toward aspirational and experience-driven consumption. As affordability improves and
premium brands enhance accessibility through both on-trade and off-trade channels, the premium and luxury
alco-beverage segment is set to become a key growth driver within India's evolving spirit’s market.
Exhibit.3.9: Indian Premium & Luxury Alco-Bev Market (INR Crores.)
FY 2019 FY 2024 FY 2029P
CAGR - 18.5% 11.7%
Market Share
5.6% 8.8% 10.0%
(% to total Alco-Bev)
50,000
28,751
12,291
2019 2024 2029 P
Source: Primary & Secondary research, Technopak Analysis
130Premium & Luxury Spirits Market
In FY 2024, premium and luxury spirits account for 10% of the total Indian spirits market in value terms
India’s premium and luxury spirits segment has seen impressive growth, rising from INR 11,316 Crores in 2019
to INR 26,494 Crores in FY2024, and is projected to reach INR 44,612 Crores by FY2029. This reflects a strong
CAGR of 18.5% over the past five years and an expected 11.0% CAGR in the coming five years. Key drivers
of this surge include rising disposable incomes, evolving consumer tastes, and a clear shift toward
premiumization.
Within this segment, domestically produced IMFL (Indian Made Foreign Liquor) and Bottled-in-India (BII)
spirits accounted for INR 7,220 Crores in FY2024, growing at a CAGR of 19.9% since FY2019. They are
expected to reach INR 11,599 Crores by FY2029 with a projected CAGR of 9.9%, maintaining a stable market
share of 26–27%, signalling continued demand for high-quality Indian offerings.
In contrast, imported Bottled-in-Origin (BIO) spirits have shown even stronger momentum, climbing from INR
6,722 Crores in FY2019 to INR 17,989 Crores in FY2024 at a CAGR of 21.8%. This category is expected to
grow at a further 12.9% CAGR, reaching INR 33,013 Crores by FY2029. The market share of BIO spirits has
expanded notably from 59% in FY2019 to 68% in FY2024, and is projected to rise to 74% by FY2029, reflecting
India’s growing affinity for globally acclaimed premium spirits.
Among BIO categories, Tequila, which is entirely imported, has led consumption growth with a CAGR of 23.6%
over the past five years, and is expected to grow at 18.3% CAGR over the next five years. Other imported and
domestically available spirits like whiskey, vodka, and rum have posted more modest growth rates—3.5%,
6.9%, and 2.2% respectively, with expected future CAGRs of 3.5%, 4.0%, and 1.1%.
The rise in consumption of premium & luxury spirits highlights a clear consumer preference for BIO and BII
products, driven by their superior craftsmanship, global appeal, and the geographical authenticity that adds to
their perceived value.
Exhibit.3.10: Indian Premium & Luxury Spirits Market by Value (in INR Crores)
FY 2019 FY 2024 FY 2029P
Total Market 11,316 26,494 44,612
(in INR Crores)
CAGR - 18.5% 11.0%
33,013
17,989
6,722 11,599
7,220
2,913
2019 2024 2029 P
Domestic (IMFL + BII) Import (BIO)
Source: Primary & Secondary research, Technopak Analysis
Monika Alcobev is one of the key players in India's imported spirits market present across multiple categories
India’s imported spirits market exhibits a diverse competitive landscape, with leading global and domestic
players driving growth across various spirit categories. The total value of Bottled in Origin (BIO) imports stands
at INR 4,282 Crores in FY 2024, with whiskey dominating the market at INR 3,273 Crores, followed by vodka
(INR 273 Crores), tequila (INR 210 Crores), liqueurs (INR 223 Crores), gin & geneva (INR 146 Crores), brandy
(INR 124 Crores), and rum (INR 30 Crores). The top 10 leading players comprises of international Indian
subsidiary & importers contributed ~50% of the total BIO import in FY 2024.
131The overall BIO spirits market in India is led by Pernod Ricard (18.3%) and United Spirits (13.1%), with other
global players like Brown-Forman, Bacardi, and William Grant & Sons contributing to a combined top 10 share
of ~50%. Monika Alcobev, with a 1.9% share, is emerging as a key niche player, focusing on premium and
boutique international labels. In whisky market, top players dominate the landscape, with Pernod Ricard (20.1%)
and United Spirits (15.9%) together accounting for over a third of the total share. Other global names like
Brown-Forman (4.8%), William Grant & Sons (3.2%), and Beam Global (1.7%) maintain a notable presence.
Monika Alcobev, though smaller with a 0.5% share, is carving a space in the premium and boutique whisky
segment, catering to niche, high-end consumers seeking imported and craft labels. The brandy category is led
by Moët Hennessy at 5.4%, whereas the rum segment sees Monika Alcobev as the top importer with a
commanding 12.3% market share.
Monika Alcobev is one of the leading players in India’s imported spirits market across several premium
categories. It holds a 19.0% share in tequila imports, marking its strong position amid growing demand for
premium agave-based spirits. The company also commands a 7.5% share in liqueurs imports, underscoring its
rising influence in niche and indulgent segments. Additionally, Monika Alcobev maintains a 1.9% share in gin
and geneva imports, focusing on catering to the evolving preferences in white spirits.
Over the last five years, India has witnessed a gradual shift in consumption from brown to white spirits,
especially among urban millennials and younger consumers. This trend is driven by growing interest in
mixology, lighter flavor profiles, and the increasing popularity of cocktails made with gin, vodka, and tequila.
Gin and tequila, in particular, have emerged as high-growth categories, supported by global brand awareness,
lifestyle-driven consumption, and premiumization in the spirit’s space.
With the Indian market witnessing a shift toward premiumization and international flavors, Monika Alcobev
continues to strengthen its presence across various spirit categories. Its leadership in rum imports, coupled with
significant contributions in tequila, liqueurs, and gin, highlights the company’s role in shaping India’s growing
demand for premium and diverse imported spirits.
Monika Alcobev ranks among the top 10 leading importers in India, following industry players such as Pernod
Ricard, United Spirits etc. Additionally, it is one of the leading independent importers among peers operating
under a similar business model.
Exhibit.3.11: Category Wise Indian Premium & Luxury Spirits BIO Import – FY 2024
Total BIO Import Whiskey Import Vodka Import Liqueurs Import
Company Share Company Share Company Share Company Share
Top 2 Players
Top 2 Players Top 2 Players Top 2 Players
(Pernod 49- 52-
(Pernod Ricard, 30-32% 35-37% (Pernod Ricard, (Aspri Spirits, Brown-
Ricard, United 51% 54%
United Spirits) Bacardi) forman)
Spirits)
PNext 3
Next 3
Players Next 3 Players
Players Next 3 Players
(Brown- (Aspri Spirits,
(Brown- (Monika Alcobev, 14-
forman, 10-12% 9-11% Moet Hennesy, 5-7%
forman, Campari India, United 16%
Bacardi, Vinspri
Bacardi, Beam Spirits)
William Grant Distributors)
Global)
& Sons)
Next 5 Players Next 5
(Aspri Spirits, Players Next 5 Players Next 5 Players
Monika (Bacardi, Ian (Monika Alcobev, (Pernod Ricard, Beam
Alcobev, Beam Macleod, United Spirits, Global, Penguin
6-8% 3-5% 4-6% 3-5%
Global, Ian Brindo, Moet Campari India, Overseas, Indospirit
Macleod Hennessy, Brown-forman, Distribution, Prodigyy
Distillers, Moet Monika Beam Global) Beverages)
Hennessy) Alcobev)
Total Import Total Import Total Import Total Import
4,282 3,273 273 223
(in INR Crs.) (in INR Crs.) (in INR Crs.) (in INR Crs.)
Tequila Import Brandy Import Gin & Geneva Import Rum Import
Company Share Company Share Company Share Company Share
Top 2 Players
Top 2 Players Top 2 Players Top 2 Players
(Bacardi, 21-
38-40% (Moet Hennessy, 5-7% (Bacardi, Pernod 28-30% (Monika Alcobev,
Monika 23%
Aspri Spirits) Ricard) Bacardi)
Alcobev)
132Tequila Import Brandy Import Gin & Geneva Import Rum Import
Next 3 Players Next 3 Players Next 3 Players
Next 3 Players
(United Spirits, (Indospirit (Beam Global,
(Pernod Ricard, 14-
Aspri Spirits, 15-17% Distribution, 1-3% William Grant & 21-23%
United Spirits, 16%
Beery Pernod Ricard, Sons, United
Kyndal India)
Beverages) Vathool Impex) Spirits)
Next 5 Players
(Campari India, Next 5 Players Next 5 Players Next 5 Players
Rad Elan (Monika (Monika Alcobev, (Penguin Overseas,
Distributors, Alcobev, Ace Beveragez, Third Eye Distillery,
2-4% 1-3% 4-6% 4-6%
Ace Beveragez, Fragrant Spirits, Campari India, Agnetta International,
Brown-forman, Anggels Share, Brown-forman, Anggels Share, Ace
Parsan Artisan Spirits) Mohan Brothers) Beveragez)
Brothers)
Total Import Total Import Total Import Total Import
210 124 146 30
(in INR Crs.) (in INR Crs.) (in INR Crs.) (in INR Crs.)
Source: Primary & Secondary Research, Technopak Analysis
*Company wise share is calculated on CIF value
*Independent retailers/wholesalers/individuals are not considered on caluation
*Data indicates for 2208 HS Code
Monika Alcobev is a leading player in the imported liquor sector, offering a diverse portfolio of premium and
luxury alcoholic beverages. The company holds exclusive selling rights for several global brands in India and
is responsible for strategic brand development and market expansion. Monika Alcobev provides its partner
brands with a comprehensive operational framework, encompassing import, distribution, pricing, strategy, sales,
and marketing.
With a professional team of over 190+ members, the company operates in more than 20 Indian states & UTs
and extends its presence to international markets, including Nepal, Sri Lanka, and the Maldives. Through its
existing partnerships, the company has successfully carved a distinct space in the highly competitive premium
spirits segment by promoting global brands and aligning with evolving consumer preferences.
Looking ahead, new exclusive partnerships with international liquor brands will be instrumental in helping
Monika Alcobev further penetrate the Indian market, especially as demand for premium and boutique spirits
continues to rise. These collaborations will support the company in driving higher consumption, tapping into
underserved urban and affluent segments, and achieving accelerated, sustainable growth in both domestic and
regional markets. Some of its key partner brands are listed below.
Exhibit.3.12: Illustrative of Prominent Exclusive Partner Brand of Monika Alcobev
Brands Year of Brand Origin Country Remarks
Launch
Jose Cuervo 1795 Mexican Top 5 leading brand in Tequila category
1800 Tequila 1975 Mexican Top 5 leading brand in Tequila category
Remy Martin 1724 France Top 5 leading brand in Cognac category
Cointreau 1885 France One of the leading brand in Liqueur category
Choya 1991 Japan One of the leading brand in Liqueur category
Villa Sandi 1975 Italy One of the leading brand in Wines category
Bushmills 1784 Ireland One of the leading brand in Whiskey category
Source: Secondary Research, Technopak Analysis
The Indian alcoholic beverage market is primarily dominated by United Spirits, Radico Khaitan, and Allied
Blenders, with United Spirits leading the sector by generating revenue of INR 26,018 crore in FY 2024. While
these major players derive the majority of their revenues from high-volume sales in the popular & prestige
segment, they have increasingly shifted focus toward premiumization of their portfolios. In contrast, Monika
Alcobev has carved out a distinct position in the premium imported spirit’s segment. Despite a modest volume
of 0.12 million cases, the company achieved the highest realization per case at INR 17,017, reflecting its strong
market positioning, curated premium portfolio, and commitment to luxury brands. This highlights Monika
Alcobev’s emerging significance in India's growing high-end spirit’s market.
133Exhibit.3.13: Comparison in terms of Realization Per Case
Brands FY 2024 Revenue Total Cases Sold Relization Per Case (in INR)
(in INR Cr.) (in mn.)
United Spirits 26,018 61.0 INR 4,265
Radico Khaitan 15,484 28.7 INR 5,530
Allied Blender 7,669 31.7 INR 2,474
Monika Alcobev 200.8 0.12 INR 17,017
Source: Annual Report, Technopak Analysis
*total revenue includes excise & custom duty
3.3. Premium & Luxury Wine Market
India’s premium and luxury wine segment is witnessing robust growth, with its market value increasing from
INR 1,023 Crores in 2019 to INR 2,257 Crores in 2024 and projected to reach INR 5,521 Crores by 2029. This
expansion is driven by a strong CAGR of 17.1% from 2019 to 2024, accelerating to 19.6% between 2024 and
2029, reflecting rising consumer preference for high-quality wines.
The domestic wine segment continues to dominate, accounting for 65% of the market in 2024, though its share
is expected to decline slightly to 60% by 2029. Despite this, the segment is growing steadily, from INR 678
Crores in 2019 to INR 1,457 Crores in 2024 and an anticipated INR 3,312 Crores in 2029, driven by a CAGR
of 16.5% (2019–2024) and 17.8% (2024–2029).
Meanwhile, imported wines are gaining traction, increasing their market share from 34% in 2019 to 35% in
2024 and an expected 40% in 2029. The segment is projected to grow from INR 345 Crores in 2019 to INR 800
Crores in 2024 and INR 1,325 Crores by 2029, with a CAGR of 18.3% from 2019–2024 before moderating to
10.6% from 2024–2029. This upward trend highlights India’s growing demand for international wine varieties,
supported by evolving consumer preferences and premiumization trends.
Exhibit.3.14: Indian Premium & Luxury Wine Market by Value (in INR Crores)
FY 2019 FY 2024 FY 2029P
Total Market 1,023 2,257 5,521
(in INR Crores)
CAGR - 17.1% 19.6%
1,325
800
3,312
345
1,457
678
2019 2024 2029 P
Domestic (BII) Import (BIO)
Source: Primary & Secondary research, Technopak analysis
Top 10 alco-beverages companies comprises of international indian subsidiary & importers contributed ~58%
of the total BIO import in FY 2024
India’s imported bottled-in-origin (BIO) wine market is led by Pernod Ricard, commanding a dominant share
of 23.6%, followed by Moet Hennessy at 8.3%, reflecting strong demand for premium and luxury wine brands.
Aspri Spirits (5.6%), Vinopolis Wines (4.5%), and Wine Park (3.6%) also hold significant market positions,
contributing to the expansion of India's imported wine portfolio.
134Monika Alcobev, with a 3.2% market share, plays a crucial role in strengthening India's BIO wine segment by
curating and distributing a diverse range of international wine labels. Its presence across multiple wine
categories highlights its growing influence in catering to the evolving preferences of Indian consumers seeking
premium and globally renowned wine selections.
Other key players, including Artisan Spirits (2.3%), Sonarys Co Brands (2.1%), and Anggels Share (1.5%)
further enrich the market landscape by offering a variety of international wines. Gusto Imports, with a 1.4%
share, also contributes to the expanding availability of imported wines in India.
With total BIO wine imports valued at INR 300 Crores (CIF value), the market is witnessing steady growth,
driven by increasing consumer preference for high-quality international wines, premiumization trends, and
rising wine culture adoption in urban centers. Monika Alcobev’ role in this segment underscores its commitment
to expanding India's access to globally recognized wine brands.
Exhibit.3.15: Indian Premium & Luxury Wine BIO Import – FY 2024
Total BIO Import
Company Share
Pernod Ricard 23.6%
Moet Hennessy 8.3%
Aspri Spirits 5.6%
Vinopolis Wines 4.5%
Wine Park 3.6%
Monika Alcobev 3.2%
Artisan Spirits 2.3%
Sonarys Co Brands 2.1%
Anggels Share 1.5%
Gusto Imports 1.4%
Total Import (in INR Bn.) 3.0
Source: Primary & Secondary Research, Technopak analysis
*company wise share is calculated on CIF value
*Independent retailers are not considered on caluation; *Data indicates for 2204 & 2205 HS Code
3.4. Key Growth Drivers for the Indian Alco-beverage Industry
The Indian alco-beverage industry is capitalizing on the country's expanding demographic, rising incomes, and
rapid urbanization to become one of the fastest-growing markets in the world
The Indian alcoholic beverage industry has been one of the fastest-growing markets in the world. With an
expanding population and middle class, favourable demographics, rising disposable income levels, greater
preference for premium food and drink experiences, and acceptance of alcoholic beverages in social circles, the
market will continue to grow. Increased liquor consumption in rural areas is going to be another major reason
for the growth in the market.
India’s high population growth rate is adding 13 million drinking-age adults every year out of which 3-5 million
people approximately end up consuming alcohol in some form. With a growing number of people joining the
workforce sooner than in the past, together with changing lifestyles and dismantling of social barriers to
the consumption of alcohol is driving growth in the alcoholic beverage market in India. Greater social
acceptance for drinking amongst women and in Tier II and Tier III towns is expected to open newer profitable
consumer segments.
The rapid increase in the urban population, a sizable middle-class population with rising disposable income, and
a growing economy are driving the consumption of alcohol in India. These factors will also result in consumers
choosing to upgrade to more quality offerings.
Increase in Legal Drinking Age Population
India's demographic landscape is evolving, with a steady increase in both total population and the legal drinking
age (LDA) population. Between FY 2019 and FY 2024, the total population grew from 1,378 million to 1,438
million at a CAGR of 0.9%. More significantly, the LDA population—individuals above 20 years of age—
expanded at a faster pace, rising from 872 million to 951 million, reflecting a CAGR of 1.7%. The share of the
LDA population relative to the total population also increased from 63% to 66%, indicating a growing consumer
base for the alco-beverage market. This demographic shift presents a significant opportunity for the industry, as
a larger eligible consumer base translates into increased demand for wider alcoholic beverages range. Coupled
135with rising disposable incomes, urbanization, and evolving social attitudes toward alcohol consumption, the
expanding LDA population is set to be a key driver of growth in India's alco-beverage sector.
Exhibit 3.16: Legal Drinking Age Population of India
Particulars FY 2019 FY 2024 CAGR (FY 2019-24)
Total Population (in mn.) 1,378 1,438 0.9%
Legal Drinking Age Population
872 951 1.7%
(>20 yrs.) (in mn.)
% to Total Population 63% 66% -
Source: Technopak Analysis
Data derived from World Bank & Secondary Research
Premiumisation of Alco-beverages in India
Premiumisation is the most important aspect in each sub-segment of the Indian alco-beverage sector. Volume
growth in the Indian alco-beverage market was led by a popular segment in the first decade and a half of the
century. However, the market has transitioned to value-led growth in more premium segments in the last decade.
The trend of premiumisation is prevalent across the value chain including the launch of new products, branding
of shelf space in retail outlets and rise in experiential events and company outreach to its customers through
multiple marketing initiatives.
Moreover, with the rise in disposable income, consumers tend to upgrade their preferences, resulting in higher
demand for products from prestige, premium, and luxury segments. Rapid urbanisation is also leading to spur
in aspirational values of people, driving consumption of premium alco-beverage brands. Indians travelling
abroad are also leading to an upgrade towards premium segments in the alco-beverage market. The trend is
further amplified by the rising influence of social media on the millennials and rising aspirations.
The rise of At-Home Consumption
Consumer drinking patterns have evolved, with home consumption becoming popular. Compared to dining out,
drinking at home allows consumers to enjoy higher-quality alcoholic beverages while spending less. This shift
reflects a preference for a more relaxed and personalized drinking experience.
Globalization & Social Media Usage
Globalization, the growing influence of Western cultures, and the rise of social media have been key drivers in
the increasing consumption of alcoholic beverages in India. As international trade expands, premium and global
brands are gaining a strong foothold in the Indian market, catering to evolving consumer preferences. Exposure
to Western lifestyles, travel experiences, and global dining trends have further fueled demand for premium
spirits, wines, and craft beverages. Additionally, social media has revolutionized brand engagement, with digital
marketing and influencer collaborations, educating consumers and shaping perceptions and driving aspiration.
This confluence of global influence and digital connectivity continues to reshape India's alco-beverage industry,
driving growth and diversification in consumer preferences
Increasing Acceptance of Social Drinking
Cultural shifts, driven by globalization, economic growth, and evolving demographics, have led to a changing
perception of alcoholic beverages. The growing influence of social media and a larger young population have
contributed to increased acceptance of alcohol consumption across various age groups and genders. Family
gatherings and celebrations often include alcohol as a shared experience.
Rapid urbanization has also led to increasing alco-beverage consumption within the metropolitan and tier 1
cities. There has been a shift in trend from binge drinking to social drinking among friends, professional settings
as well as in families.
Favourable Excise Policies Stimulating Growth within the Indian Alco-beverage Market
Multiple states are coming up with favorable excise policies that promote better customer experience. There are
opportunities to set up attractive retail outlets at prominent locations including malls and airports. States are
revisiting the excise policies with the dual objective of better customer experience as well as revenue
maximization. Multiple states have also taken initiatives to rationalize tax structure.
1363.5. Entry Barriers in the Indian Alco-beverage Market
Regulatory & Licensing Challenges
The Indian alcoholic beverage industry is governed by a highly fragmented regulatory framework, with each
state implementing distinct excise policies, licensing structures, and tax regulations. Unlike other industries,
alcohol is regulated at the state level rather than centrally, leading to inconsistent policies across regions. The
process of obtaining licenses for manufacturing, distribution, and retail is complex, bureaucratic, and cost-
intensive, often requiring substantial financial investment and prolonged approvals. Additionally, certain states
such as Gujarat, Bihar, and Nagaland enforce complete or partial prohibition, further limiting market
accessibility. The exclusion of alcohol from the Goods and Services Tax (GST) regime results in varying excise
duties and tax structures across states, increasing compliance burdens for new entrants and creating operational
inefficiencies.
Distribution & Retail Restrictions
Alcohol distribution in India is largely state-controlled, posing significant challenges for market entry and
expansion. Several states, including Delhi, Tamil Nadu and Kerala, have government monopolies over alcohol
retail, limiting opportunities for private businesses. In states where private retail is permitted, the number of
licensed outlets is tightly regulated, leading to high competition and increased costs for obtaining permits.
Moreover, direct-to-consumer sales via e-commerce remain largely restricted, preventing companies from
leveraging digital platforms for distribution. These constraints make it difficult for new entrants to scale
operations, establish a robust supply chain, and efficiently reach consumers.
Advertising & Marketing Restrictions
Marketing alcoholic beverages in India presents considerable challenges due to stringent regulations that
prohibit direct advertising across television, print, and digital media. As a result, companies often adopt brand
extension strategies, promoting related non-alcoholic products such as bottled water, soda, and music
merchandise to maintain visibility. While these methods offer a compliant alternative, they tend to be resource-
intensive, subject to regulatory oversight, and may not effectively build direct brand recognition. Additionally,
restrictions on sponsoring major sports and entertainment events further limit opportunities for consumer
engagement. These constraints can be particularly demanding for new entrants, who must allocate substantial
resources to build brand presence in a highly competitive environment dominated by established players.
High Competition from Established Players
The Indian alcoholic beverage market is dominated by established players such as United Spirits (Diageo),
Pernod Ricard, Radico Khaitan, and Allied Blenders & Distillers, all of which have extensive distribution
networks and strong brand loyalty and knowledge of compliances. These incumbents benefit from economies
of scale, making it challenging for new entrants to compete on price, availability, and consumer preference.
Additionally, premium segments face competition from imported brands, further intensifying market dynamics.
As a result, new players must make significant investments in branding, marketing, and strategic partnerships
to gain a foothold in the industry.
Supply Chain & Raw Material Constraints
Alcohol production globally relies on key raw materials such as grains, molasses, and grapes, the prices of which
fluctuate due to agricultural policies, climate conditions, and global market trends. Establishing production
facilities requires significant capital expenditure, along with compliance with stringent environmental, safety,
and quality regulations. Further, state-specific restrictions on inter-state transportation and differential tax
structures increase logistical complexities, often necessitating region-specific supply chains. These challenges
result in high operational costs, making market entry and sustainable operations difficult for new players.
Disruption in global supply chain can also lead to inventory shortage in imported liquor
Social & Cultural Factors
Alcohol consumption in India is subject to cultural and societal opposition, influenced by religious beliefs and
public health concerns. Advocacy groups and conservative communities often lobby for stricter regulations,
leading to periodic changes in state policies, including bans and increased taxation. Additionally, legal drinking
ages vary across states, ranging from 18 to 25 years, further limiting the consumer base and complicating
marketing efforts. Negative perceptions surrounding alcohol consumption in certain demographics impact
137demand patterns and influence government policy decisions, adding to the unpredictability of the business
environment.
Illicit Market & Counterfeit Products
The prevalence of illicit liquor, smuggling, and counterfeit alcohol poses a significant challenge to the legal
alcohol industry. Many price-sensitive consumers opt for non-regulated alternatives, leading to revenue losses
for legitimate businesses and potential health risks for consumers. Counterfeit products also erode brand equity,
reducing consumer trust and impacting long-term profitability. Enforcement mechanisms to curb illegal alcohol
trade vary across states, making regulatory compliance and brand protection even more challenging for new
entrants.
3.6. Growing Significance of BIO & BII in Indian Premium & Luxury Alco-Beverage Market
The premium and luxury alcoholic beverage market in India is undergoing a transformative shift, with a growing
demand for Bottled-in-Origin (BIO) imports alongside the steady expansion of Bottled-in-India (BII) offerings.
Indian consumers are increasingly prioritizing authenticity, heritage, and geographical indications (GIs) that
ensure quality and provenance. This evolving landscape is driven by globalization, rising disposable incomes,
and an enhanced appreciation for premium spirits and wines.
In the spirits segment, BIO imports continue to gain traction, with geotagged products playing a critical role in
consumer preference. Scotch whisky from Scotland, protected by stringent geographical indication laws,
remains a favorite, with renowned production regions such as Speyside, Islay, and the Highlands. Similarly,
Cognac and Armagnac from France are highly valued for their age-old distillation techniques and AOC
protections. Irish whiskey from Ireland, Bourbon from Kentucky (USA), and Tennessee whiskey have also seen
a steady rise in demand. Meanwhile, Mexico’s Tequila and Mezcal, originating from Jalisco and Oaxaca,
respectively, are gaining popularity among India’s expanding base of premium spirits consumers.
The wine segment is also witnessing a significant inclination toward BIO imports, with India sourcing wines
from globally recognized appellations. France's Bordeaux, Burgundy, and Champagne continue to set the
benchmark for fine wines, while Italy's Tuscany, Piedmont, and Veneto contribute renowned varietals such as
Sangiovese, Nebbiolo, and Amarone. Spanish regions like Rioja and Priorat have carved a niche in the premium
market, while New World wines from Australia (Barossa Valley), Chile (Casablanca Valley), Argentina
(Mendoza), the United States (Napa Valley), and New Zealand (Marlborough) are witnessing strong growth,
catering to evolving Indian palates.
Despite the rise of BIO imports, Bottled-in-India (BII) products remain dominant in the premium category,
particularly in whisky and wine. Many Indian whisky brands successfully blend imported Scotch malts with
locally distilled grain spirits, offering premium alternatives at competitive price points. Meanwhile, the Indian
wine industry, centered in Nashik (Maharashtra), Nandi Hills (Karnataka), and Akluj (Maharashtra), is rapidly
expanding, producing award-winning wines that showcase the potential of India’s terroir-driven viticulture.
Overall, India's premium and luxury alco-beverage market is being shaped by a dual trend—the growing
preference for BIO imports, driven by geotagged authenticity, and the rise of high-quality BII products. As
consumer preferences continue to evolve, India is witnessing a well-balanced market where globally recognized
spirits and wines coexist with premium domestic offerings, reflecting a broader shift toward quality, heritage,
and experiential consumption.
3.7. Regulatory Framework & Operating Models for Distribution and Sale of Liquor
The global alcoholic beverage industry is subject to stringent regulations due to the perceived risks associated
with alcohol consumption and its potential for misuse. Across the world, governments implement
comprehensive alcohol policies comprising laws, rules, and regulations designed to mitigate alcohol-related
health concerns.
These policies adopt a multilevel, multicomponent approach, addressing various factors that influence alcohol
consumption, including availability, pricing, marketing restrictions, and drink-driving regulations. In most
countries, the production, distribution, and sale of alcoholic beverages are strictly regulated to prevent harmful
consumption. Regulatory frameworks typically encompass controls over production, pricing mechanisms,
storage, transportation, and final consumption, ensuring public health and safety while maintaining oversight of
the industry.
138Exhibit 3.17: Snapshot of alcohol policies and status in India
Policies and Interventions Status in India
Written national policy/national action plan Not Applicable
Excise tax on beer/wine /spirit Applicable
Legal minimum age for sale of alcoholic beverages Applicable
Restrictions for on-/off-premises sales of alcoholic beverages: Hours, days / places, Applicable
density
National maximum legal blood alcohol concentration (BAC) when driving a Applicable
vehicle
Legally binding regulations on alcohol advertising Applicable
Legally required health warning labels on alcohol advertisements / containers Applicable
National government support for community action Not Applicable
National monitoring system(s) Applicable
Source: Technopak Analysis
Data derived from WHO report
Exhibit 3.18: Operating Model Types Across India
Source: Secondary Research, Technopak Analysis
The image outlines the two primary liquor distribution models followed across various Indian states—Type I
and Type II—with further sub-categorization based on ownership and channel structure.
Type I involves a company selling to retailers via a distributor network, with both distribution and retail
channels owned by private players. This type is split into:
Type A: Features multiple private distributors and retailers, prevalent in states like Maharashtra, Goa, Assam,
Haryana, and others.
Type B: Involves a single private distributor and retailer model, used exclusively in Sikkim.
Type II involves sales through a corporation, where the entity may be public or a public-private partnership. It
includes:
Type C: The corporation sells to retailers owned by private players, seen in states like Karnataka, Madhya
Pradesh, Telangana, and more.
Type D: The corporation sells to retailers owned by the state government, applicable in states like Tamil Nadu,
Delhi, and Kerala.
In addition to the varied distribution networks across Indian states—ranging from fully private models to public-
private partnerships—the cost structure of alco-beverage products is uniquely defined by each state, adding
139another layer of operational complexity. Pricing is strictly regulated and determined by state-specific excise
policies, which include multiple components such as Ex-Distillery Price (EDP), excise duties, license fees, cess,
surcharges, and both wholesale and retail margins. These elements are generally calculated as a percentage of
the EDP, with the tax burden typically reducing for higher-end products as their EDP increases. This model
creates distinct pricing dynamics for mass-market versus premium and imported categories.
Moreover, one of the persistent challenges in the Indian alco-beverage industry is the revision of Maximum
Retail Prices (MRP) amid rising production costs. As MRP changes are subject to approval by state excise
departments, the timing and frequency of revisions vary significantly by state. For example, while Maharashtra
permits year-round MRP adjustments, states like Kerala and Telangana may take three to four years to allow
price changes, leading to margin pressures. In addition, states levy a variety of annual and one-time charges,
including brand label registration, bottling, stock transfer, and import/export fees—further shaping the total cost
structure. Together with the distribution framework, these cost elements critically influence the commercial
viability and strategic planning for alco-beverage businesses in each state.
3.8. Import Duties on foreign liquor helps create a level playing field for the domestic industry
Foreign liquor imported into India is subject to customs duties as per the Customs Act, 1962. The applicable
customs tariff covers both finished products, such as Scotch whisky bottled in its country of origin, and bulk
imports intended for bottling within India. Additionally, intermediate products, including undenatured ethyl
alcohol with an alcoholic strength of 80% or higher, used for blending locally produced alcoholic beverages,
also fall under this tariff structure.
Beyond customs duties, imported alcoholic beverages are further subject to state-specific excise duties and other
levies, which are determined based on the deemed ex-distillery price. The combined impact of high customs
duties, excise charges, and additional state levies has significantly constrained the market for imported alcoholic
beverages, making it a niche segment with limited consumer penetration.
Exhibit 3.19: Import Duties on Alcoholic Beverages
HS Code Commodities Import Duties
2022-2023 2019-20 2018-19 2017-18
2203 Beer Made From Malt 100% 100% 100% 100%
2204 21 Port and other red wines, Sherry and other 150% 150% 150% 150%
white wines, and Others; In containers
holding less than 2 litters
2204 22 Port and other red wines, Sherry and other 150% 150% 150% 150%
white wines, and Others; in containers
holding more than 2 litres but not more
than 10 litres
2204 29 Other: Port and other red wines, Sherry 150% 150% 150% 150%
and other white wines, and Others, In
container holding more than 2 litres
2204 30 Other Grape Must 150% 150% 150% 150%
2205 10 Vermouth and Other Wine of Fresh 150% 150% 150% 150%
Grapes Flavoured With Plants Or
Aromatic Substances; In Containers
Holding 2 litres Or Less
2206 00 00 Other Fermented Beverages (For L 150% 150% 150% 150% 150%
- Example, Cider, Perry, Mead Sake)
2207 10 Undenatured Ethyl Alcohol of an 150% 150% 150% 150%
Alcoholic Strength by Volume of 80%
Vol. Or Higher
2207 20 Ethyl alcohol and other spirits, denatured 5% 30% 5% 5%
- any strength
2208 20 Spirits obtained by distilling grape wine 150% 150% 150% 150%
or grape marc; In containers holding 2 l or
less
2208 30 Whiskies: In containers holding 2 l or less 150% 150% 150% 150%
2208 40 Rum and other spirits obtained by 150% 150% 150% 150%
distilling fermented sugarcane product; In
containers holding 2 l or less
Gin and Geneva; In containers holding 2 l 150% 150% 150% 150%
2208 50
or less
140HS Code Commodities Import Duties
2022-2023 2019-20 2018-19 2017-18
2208 60 00 Vodka 150% 150% 150% 150%
Source: Technopak Analysis
Data derived from Central Board of Indirect Taxes and Customs (CBIC)
3.9. India’s Free Trade Agreements (FTAs) and Their Impact on the Alcoholic Beverage Industry
India is actively negotiating Free Trade Agreements (FTAs) with multiple countries to facilitate trade in
alcoholic beverages classified under HSN Code 2208 & 2204, which includes spirits, liqueurs, and other
alcoholic beverages. These agreements aim to reduce tariffs, improve market access, and streamline regulatory
barriers, ultimately shaping the dynamics of the Indian alcoholic beverage industry.
India-UK Free Trade Agreement (FTA)
The India-UK FTA is in advanced negotiation stages, with the primary focus on reducing high import duties on
Scotch whisky, currently subject to a 150% tariff. The UK is advocating for a substantial duty reduction, while
Indian domestic manufacturers, represented by the Confederation of Indian Alcoholic Beverage Companies
(CIABC), support a phased reduction over ten years to protect local players from sudden competition.
Additionally, India is seeking enhanced market access for its alcoholic beverage exports to the UK, particularly
in whisky and premium spirits segments. The objective is to ensure a reciprocal and balanced trade agreement
that benefits both nations while safeguarding domestic interests.
India-EU Free Trade Agreement (FTA)
The India-EU FTA negotiations involve discussions on lowering import tariffs on European alcoholic beverages,
including whisky, wine, and liqueurs, which currently attract 100% to 150% duties. While India has expressed
a willingness to gradually reduce these tariffs, it remains concerned about non-tariff barriers, including EU-
imposed carbon tariffs and sustainability compliance regulations.
If finalized, this agreement is expected to increase the availability of European liquor brands in India while
simultaneously expanding export opportunities for Indian spirits to the EU. This could bolster trade relations
while ensuring that Indian manufacturers remain competitive in international markets.
India-Australia Economic Cooperation and Trade Agreement (ECTA)
Under the India-Australia ECTA, both nations have committed to addressing market access challenges for
alcoholic beverages, including maturation rules for whisky and other spirits. The committee has been formed to
analyze key regulatory barriers and facilitate smoother trade.
This agreement is expected to enhance trade in premium Australian wines and spirits, thereby broadening
consumer choice in the Indian market. The increased influx of Australian alcoholic beverages is anticipated to
benefit both Indian consumers and retailers, strengthening bilateral trade relations.
India’s ongoing FTA negotiations with the UK, EU, and Australia signal a transformative shift in the alcoholic
beverage industry. While these agreements will increase foreign brand penetration and affordability, they also
present opportunities for Indian producers to expand globally. The success of these agreements will depend on
how effectively India balances trade liberalization with domestic industry protection, ensuring sustainable
growth, long-term competitiveness, and a well-regulated market environment in the evolving alcoholic beverage
sector.
141OUR 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 20 for a discussion of the risks and uncertainties related to those statements and also “Risk
Factors”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 30, 204 and 274 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.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year,
and references to a particular fiscal year are to the 12 months period ended March 31 of that particular year.
Unless otherwise indicated or the context otherwise requires, the financial information included herein is based
on or derived from our Restated Financial Statement included in this Prospectus. For further information, see
“Restated Financial Statement” on page 204. Additionally, see “Definitions and Abbreviations” on page 1 for
certain terms used in this section. Unless the context otherwise requires, in this section, references to “we”, “us”
and “our” “our Company” or “the Company” or "Monika" refer to Monika Alcobev Limited.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Industry Report on Wine and Spirits Market in India” dated June 30, 2025” (the “Technopak
Report”) prepared and issued by Technopak Advisors (“Technopak Advisors”), and exclusively commissioned
and paid for by us in connection with the Offer. Technopak Advisors is an independent agency which has no
relationship with our Company, our Promoters and any of our Directors or KMPs or SMPs. The data included
herein includes excerpts from the Technopak 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 proposed Offer), that have
been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other
related information derived from the Technopak Report and included herein with respect to any particular year
refers to such information for the relevant calendar year. A copy of the Technopak Report is available on the
website of our Company at https://monikaalcobev.com/ until the Bid/Offer Closing Date. For more information,
see “Risk Factors – This Prospectus contains information from an industry report which we have paid for and
commissioned from Technopak Advisors Private Limited, appointed by our Company exclusively for the purpose
of the Offer. Technopak Advisors Private Limited is an independent third-party entity and is not related to the
Company, its Promoters or Directors in any manner whatsoever. There can be no assurance that such third party
statistical, financial and other industry information is either complete or accurate.” on page 43.
Overview
Our Company is a leading player in the imported liquor sector, offering a diverse portfolio of premium and luxury
alcoholic beverages. (Source: Technopak Report). Our Company specialises in importing, sales, distribution, and
marketing for luxury spirits, wines, and liqueurs throughout India and the Indian Subcontinent including Travel
Retail Duty Free Shop. It provides complete supply chain solution through its robust distribution network.
Founded by Bhimji Nanji Patel and under the leadership of our Managing Director, Kunal Bhimji Patel, our
Company has consistently worked towards reshaping the alcoholic beverage landscape.
Our Company holds exclusive selling rights to more than 70 renowned global brands for India and Indian Sub-
continent countries and is responsible for their strategic brand development and market expansion. Our Company
offers a comprehensive operational framework to its partner brands, which includes managing the entire supply
chain process, starting with import, followed by sales & distribution across the region. Additionally, our Company
handles pricing, strategic planning, brand development, and marketing to ensure that each brand effectively
reaches its target audience and achieves growth in the Indian market and Indian subcontinent market. Our
diversified product portfolio includes iconic names such as Jose Cuervo (Tequila), Bushmills (Irish Whisky),
Rémy Martin (Cognac), Cointreau (Liqueur), Choya (Liqueur) and Belenkaya (Vodka), all brands with a legacy
of excellence. The company achieved the highest realization per case at INR 17,017 (Source: - Technopak Report)
Our Company holds a 19.0% share in tequila imports, marking its strong position amid growing demand for
premium agave-based spirits. (Source: Technopak Report). Our Company also commands a 7.5% share in liqueurs
imports, underscoring its rising influence in niche and indulgent segments. (Source: Technopak Report)
Additionally, Our Company maintains a 1.9% share in gin and geneva imports, focusing on catering to the
evolving preferences in white spirits. (Source: Technopak Report). The rum segment sees our Company as the top
importer with a commanding 12.3% market share. (Source: Technopak Report).
142Our company operates both domestically within India and internationally across countries in Indian Subcontinent
region, including Nepal, Sri Lanka and the Maldives. Domestically, our Company has an extensive reach, with
distribution capabilities across more than 20 states and Union Territories in India. This broad distribution network
allows our Company to cater to a diverse and expansive customer base, ensuring that premium alcoholic beverages
are accessible in various markets across the country. Internationally, our Company leverages its infrastructure to
serve key Indian Subcontinent markets, bringing world-class products to regions with rapidly growing demands
for luxury spirits and wines.
Our Company is known for its strategic alliance with global brands, which has contributed to the growth of both
the Company and its alliance partners. As of the date of this Prospectus, our Company has exclusive selling rights
for more than 70 brands with Letter of Authorisation (LOA). We believe that by focusing on exclusivity and
quality, our Company ensures that every product in its portfolio meets the standards required by the domestic and
Indian sub-continent markets. This approach to brand selection is supported by our ability to adapt each product's
positioning to match the preferences of Indian Subcontinent consumers, making our Company a key player in the
luxury beverage sector.
A major component of our competitive advantage lies in our diverse portfolio of globally recognized brands. By
carefully curating its selection, we offer a range of premium spirits, wines, and liqueurs that reflect the
craftsmanship and tradition of their respective creators. We cater to sectors like HORECA, retail, embassies, ship
stores and travel retail across domestic and Indian Subcontinent. Our company represents over 70 renowned
brands, ensuring that its clientele has access to some of the finest and most sought-after beverages from around
the world. This variety enables our Company to serve an array of consumer preferences, from whiskey enthusiasts
to wine connoisseurs, while maintaining the highest standards of product quality and sophistication.
In addition to marketing and distribution, we believe that we excel in logistics and supply chain management. Our
Company operates six strategically located warehouses in the Indian States of Maharashtra, Karnataka, Delhi and
Haryana to support its extensive distribution network, with its master warehouse situated in Nhava-Sheva,
Mumbai, Maharashtra. The location of our warehouses ensures efficient distribution across the region, allowing
us to meet customer demand in a timely manner. We believe that our ability to manage complex logistics for
importing liquor from multiple countries and distributing to different regions is a testament to our expertise in
navigating the diverse regulatory and operational environments found in Indian Subcontinent.
In the Fiscals 2025 2024 and 2023, the revenue contribution of our top 10 customers was ₹15,149.88 lakhs, ₹
11,936.81 lakhs and ₹11,093.82 lakhs which accounted for 64.16%, 63.09% and 79.37% of revenue from
operations for the respective periods.
Key Performance Indicators
Our Company’s revenue from operations during Fiscal ended 2025, 2024 and 2023 was ₹ 23,614.87 lakhs,
₹18,920.00 lakhs and ₹13,977.98 lakhs respectively showing an YOY increase of 24.81% and 35.36%
respectively. Further our Company’s Profit after Tax during Fiscal ended 2025, 2024 and 2023 was ₹ 2,311.35
lakhs, ₹1,659.63 lakhs and ₹ 1,302.56 lakhs respectively showing an YOY increase of 39.27% and 27.41%
respectively.
The table below summarises the Key Performance Indicators (KPIs) for the periods indicated:
As per the Restated Financial Statements
(₹ in Lakhs except per share data or unless otherwise specified)
Particulars As at and for the As at and for the As at and for the
Fiscal ended Fiscal ended Fiscal ended
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from operations (1) 23614.87 18920.00 13977.98
EBITDA(2) 4619.49 3214.43 2467.48
EBITDA Margin(3) 19.56% 16.99% 17.65%
PAT(4) 2311.35 1659.63 1302.56
PAT Margin(5) 9.79% 8.77% 9.32%
Net Worth (6) 9600.92 5853.04 1712.19
RoNW(%)(7) 24.07% 28.35% 76.08%
143Particulars As at and for the As at and for the As at and for the
Fiscal ended Fiscal ended Fiscal ended
March 31, 2025 March 31, 2024 March 31, 2023
RoCE (%)(8) 16.21% 16.19% 25.92%
Notes:
(1) ‘Revenue from Operations’ means the Revenue from Operations as appearing in the Restated Financial Statements
(2) ‘EBITDA’ is calculated as Operating Profit before tax + Depreciation + Interest Expenses (Finance Cost) - Other Income
(3) ‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(4) ‘PAT’ is PAT available for owner of the group.
(5) ‘PAT Margin’ is calculated as PAT available for owner of the group for the period/year divided by revenue from operations.
(6) ‘Net worth means Equity share capital + Reserves and surplus (including, Securities Premium, General Reserve and surplus in
statement of profit and loss).
(7) ‘Return on Net Worth’ is ratio of Profit after Tax and Net Worth.
(8) ‘Return on Capital Employed’ is calculated as EBIT divided by capital employed, which is defined as shareholders’ equity plus total
borrowings {current & non-current}.
For further details, see “Financial Information – Restated Financial Statements” on page 204.
Market Opportunity
• The Indian alcoholic beverage industry has been one of the fastest-growing markets in the world. With an
expanding population and middle class, favourable demographics, rising disposable income levels, greater
preference for premium food and drink experiences, and acceptance of alcoholic beverages in social circles,
the market will continue to grow. Increased liquor consumption in rural areas is going to be another major
reason for the growth in the market. India’s high population growth rate is adding 13 million drinking-age
adults every year out of which 3-5 million people approximately end up consuming alcohol in some form.
With a growing number of people joining the workforce sooner than in the past, together with changing
lifestyles and dismantling of social barriers to the consumption of alcohol is driving growth in the alcoholic
beverage market in India. Greater social acceptance for drinking amongst women and in Tier II and Tier III
towns is expected to open newer profitable consumer segments. The rapid increase in the urban population,
a sizable middle-class population with rising disposable income, and a growing economy are driving the
consumption of alcohol in India. These factors will also result in consumers choosing to upgrade to more
quality offerings.
• India's demographic landscape is evolving, with a steady increase in both total population and the legal
drinking age (LDA) population. Between FY 2019 and FY 2024, the total population grew from 1,378 million
to 1,438 million at a CAGR of 0.9%. More significantly, the LDA population—individuals above 20 years
of age—expanded at a faster pace, rising from 872 million to 951 million, reflecting a CAGR of 1.7%. The
share of the LDA population relative to the total population also increased from 63% to 66%, indicating a
growing consumer base for the alco-beverage market. This demographic shift presents a significant
opportunity for the industry, as a larger eligible consumer base translates into increased demand for wider
alcoholic beverages range. Coupled with rising disposable incomes, urbanization, and evolving social
attitudes toward alcohol consumption, the expanding LDA population is set to be a key driver of growth in
India's alco-beverage sector.
• Premiumisation is the most important aspect in each sub-segment of the Indian alco-beverage sector. Volume
growth in the Indian alco-beverage market was led by a popular segment in the first decade and a half of the
century. However, the market has transitioned to value-led growth in more premium segments in the last
decade. The trend of premiumisation is prevalent across the value chain including the launch of new products,
branding of shelf space in retail outlets and rise in experiential events and company outreach to its customers
through multiple marketing initiatives. Moreover, with the rise in disposable income, consumers tend to
upgrade their preferences, resulting in higher demand for products from prestige, premium, and luxury
segments. Rapid urbanisation is also leading to spur in aspirational values of people, driving consumption of
premium alco-beverage brands. Indians travelling abroad are also leading to an upgrade towards premium
segments in the alco-beverage market. The trend is further amplified by the rising influence of social media
on the millennials and rising aspirations.
• The premium and luxury alcoholic beverage market in India is undergoing a transformative shift, with a
growing demand for Bottled-in-Origin (BIO) imports alongside the steady expansion of Bottled-in-India (BII)
offerings. Indian consumers are increasingly prioritizing authenticity, heritage, and geographical indications
144(GIs) that ensure quality and provenance. This evolving landscape is driven by globalization, rising disposable
incomes, and an enhanced appreciation for premium spirits and wines. Overall, India's premium and luxury
alco-beverage market is being shaped by a dual trend—the growing preference for BIO imports, driven by
geotagged authenticity, and the rise of high-quality BII products. As consumer preferences continue to evolve,
India is witnessing a well-balanced market where globally recognized spirits and wines coexist with premium
domestic offerings, reflecting a broader shift toward quality, heritage, and experiential consumption.
• Over the last five years, India has witnessed a gradual shift in consumption from brown to white spirits,
especially among urban millennials and younger consumers. This trend is driven by growing interest in
mixology, lighter flavor profiles, and the increasing popularity of cocktails made with gin, vodka, and tequila.
Gin and tequila, in particular, have emerged as high-growth categories, supported by global brand awareness,
lifestyle-driven consumption, and premiumization in the spirit’s space.
• India is actively negotiating Free Trade Agreements (FTAs) with multiple countries to facilitate trade in
alcoholic beverages classified under HSN Code 2208 & 2204, which includes spirits, liqueurs, and other
alcoholic beverages. These agreements aim to reduce tariffs, improve market access, and streamline
regulatory barriers, ultimately shaping the dynamics of the Indian alcoholic beverage industry.
Source: (Technopak Report)
Procurement Process:
Our procurement process is designed to ensure that we source the highest quality premium spirits while adhering
to all industry standards and regulations. The process is structured into key stages to optimize efficiency and
mitigate risks, ultimately ensuring a smooth and reliable supply chain.
1. Product Identification
Our procurement journey begins with comprehensive market research aimed at identifying market gaps &
further researching for potential premium brands that align with our product needs and quality expectations.
This research is driven by a deep understanding of emerging trends and customer preferences within the
premium sector. Outreach is conducted through various channels, including industry exhibitions, trade
events, and references, ensuring that we stay at the forefront of the market.
2. Supplier Qualification
Once potential suppliers are identified, we focus on rigorous supplier qualification. This stage involves
ensuring compliance with international trade laws, import/export regulations, and industry standards. We
carefully assess the capability of each supplier to meet quality requirements and align with our company's
policies. In addition, geopolitical risks that may impact the reliability of the supply chain are thoroughly
considered to minimize potential disruptions.
3. Negotiations
After qualifying suppliers, we enter the negotiation phase. We analyse responses from suppliers based on
critical criteria, including pricing, product quality, delivery capabilities, and overall compliance with industry
and regulatory standards. We also prepare an annual sales forecast and a shipment plan, which enables us to
streamline operations and optimize inventory management.
4. Procurement Planning and Commencement of Business
Once terms are agreed upon, the procurement planning process is finalized, and goods are supplied to our
central warehouse. We ensure that all relevant procedures for domestic distribution are obtained promptly,
complying with local regulations. At this stage, we are ready to begin the business of marketing and
distributing premium spirits in the domestic market, meeting the high expectations of our discerning
customers.
Broad Description of Products:
With a diverse selection spanning various categories, our Company has successfully built a wide-reaching
distribution network that covers 20 states across India and countries in Indian Sub-Continent like Nepal, Sri Lanka,
145and the Maldives. This extensive presence allows our Company to cater to a broad spectrum of consumers, from
retail outlets to high-end hospitality establishments, ensuring that its premium products are available nationwide.
The chart reflects our Company’s strategic focus on expanding its footprint and offering world-class spirits to a
growing market of discerning consumers.
DETAILED CHART OF OUR COMPANY’S PORTFOLIO BRANDS:
146*Price Range have been taken as illustration for Maharashtra market.
147STORAGE INFRASTRUCTURE
Our Company has 6 warehouses in the Indian States of Maharashtra, Karnataka, Delhi and Haryana which helps
handling losses, reduces reliability and dependency on third parties.
To have adequate storage facility and maintaining inventory is imperative for our business to cater to the demand
of the customers. Our storage infrastructure plays a pivotal role in ensuring seamless operations. Our storage
facilities which include warehouses, we prioritize the safe and efficient storage of our products. These storage
facilities are designed to accommodate varying product volumes and specifications, providing ample space for
bulk storage and inventory management to cater to the customer demand.
OUR KEY STRENGTHS
The following are our primary strengths of our company:
Bonded Warehouses ensuring Supply-Chain Efficiencies
Our Company’s strategic Bonded Warehouses across four India states i.e. Maharashtra, Delhi, Haryana and
Karnataka offers a range of key advantages that significantly boost our Company’s operational efficiency and
competitive edge. (Bonded Warehouse are the facilities created by the Custom Department, where the imported
goods can be stored till the custom duty is paid. The importers can take advantage of the facility of these Bonded
warehouses by way of taking delivery of these import goods in part, and thereby making payment of duty restricted
to the goods for which delivery taken. This way the custom duty can be paid in parts instead of making huge
amount of custom duty in one go).
Being part of Bonded Warehouses gives us access to speedy delivery of cargo, one-stop for customs clearance
capability; integrated solutions, such as packing management, sorting, inspection, re-invoicing, strapping and
kitting, assembly of complete and semi-knocked down kits, and certain taxation benefits.
The Bonded Warehouses also provides us with good infrastructure, which is essential for smooth operations. With
access to top-tier logistics, storage, and distribution facilities, we can maintain high-quality standards and ensure
products are handled efficiently and safely. This high-quality infrastructure reduces the chances of delays or
disruptions in the supply chain and allows us to meet market demand consistently, which is essential for
maintaining customer trust and satisfaction.
Moreover, our Company is committed to adhering strictly to FSSAI (Food Safety and Standards Authority of
India), customs, and excise laws. The compliance with these regulations ensures that we are always in line with
the highest industry standards, avoiding any potential legal issues or penalties. This strong compliance framework
allows us to operate smoothly without the risk of unexpected roadblocks, making the business more predictable
and stable.
148The combination of robust infrastructure, and strict adherence to regulatory standards provides us with a
significant competitive edge. These strengths help us reduce costs, improve operational efficiency, and maintain
high product quality while minimizing risks.
One of the leading player in the imported liquor sector, offering a diverse portfolio of premium and luxury
alcoholic beverages.
Our Company has diverse and strategically curated portfolio of alcoholic beverages of over 70 brands in its
portfolio across various categories. Some of its products include Jose Cuervo (Tequila), Bushmills (Irish Whisky),
Rémy Martin (Cognac), Cointreau (Liqueur), Choya (Liqueur), Laurent-Perrier (Champagne) and Belenkaya
(Vodka) all brands with a legacy of excellence spanning centuries.
As per Technopak Report, we are one of the key players in India's imported spirits market present across multiple
categories. We are the top importer in the rum segment with a commanding 12.3% market share. We hold a 19.0%
share in tequila imports, marking our strong position amid growing demand for premium agave-based spirits. We
also command a 7.5% share in liqueurs imports, underscoring our rising influence in niche and indulgent
segments. Additionally, we maintain a 1.9% share in gin and geneva imports, focusing on catering to the evolving
preferences in white spirits. Our leadership in rum imports, coupled with significant contributions in tequila,
liqueurs, and gin, highlights our role in shaping India’s growing demand for premium and diverse imported spirits.
We rank among the top 10 leading importers in India, following industry players such as Pernod Ricard, United
Spirits etc. Additionally, we are one of the leading independent importers among peers operating under a similar
business model. (Source: Technopak Report). For details, see “Industry Overview” on page 114.
The following category wise Indian premium & luxury spirits Bottled in Origin (BIO) Import – FY 2024 data
evidence our competitive position as leading player in the imported liquor sector
Total BIO Whiskey Import Vodka Import Liqueurs Import
Import
Company Share Company Share Company Share Company Share
Top 2 30-32% Top 2 Players 35-37% Top 2 Players 49-51% Top 2 Players 52-54%
Players (Pernod Ricard, (Pernod Ricard, (Aspri Spirits,
(Pernod United Spirits) Bacardi) Brown-forman)
Ricard,
United
Spirits)
Next 3 10-12% Next 3 Players 9-11% Next 3 Players 5-7% Next 3 Players 14-16%
Players (Brown-forman, (Aspri Spirits, (Monika
(Brown- Bacardi, Beam Moet Hennesy, Alcobev,
forman, Global) Vinspri Campari India,
Bacardi, Distributors) United Spirits)
William
Grant &
Sons)
Next 5 6-8% Next 5 Players 3-5% Next 5 Players 4-6% Next 5 Players 3-5%
Players (Bacardi, Ian (Monika Alcobev, (Pernod Ricard,
(Aspri Macleod, Brindo, United Spirits, Beam Global,
Spirits, Moet Hennessy, Campari India, Penguin
Monika Monika Alcobev) Brown-forman, Overseas,
Alcobev, Beam Global) Indospirit
Beam Distribution,
Global, Ian Prodigyy
Macleod Beverages)
Distillers,
Moet
Hennessy)
Total 4,282 Total Import 3,273 Total Import 273 Total Import 223
Import (in INR Crs.) (in INR Crs.) (in INR Crs.)
(in INR
Crs.)
149Tequila Brandy Import Gin & Geneva Rum Import
Import Import
Company Share Company Share Company Share Company Share
Top 2 38-40% Top 2 Players 5-7% Top 2 Players 28-30% Top 2 Players 21-23%
Players (Moet (Bacardi, Pernod (Monika Alcobev,
(Bacardi, Hennessy, Aspri Ricard) Bacardi)
Monika Spirits)
Alcobev)
Next 3 15-17% Next 3 Players 1-3% Next 3 Players 21-23% Next 3 Players 14-16%
Players (Indospirit (Beam Global, (Pernod Ricard,
(United Distribution, William Grant & United Spirits,
Spirits, Pernod Ricard, Sons, United Kyndal India)
Aspri Vathool Impex) Spirits)
Spirits,
Beery
Beverages)
Next 5 2-4% Next 5 Players 1-3% Next 5 Players 4-6% Next 5 Players 4-6%
Players (Monika (Monika Alcobev, (Penguin
(Campari Alcobev, Ace Beveragez, Overseas, Third
India, Rad Fragrant Spirits, Campari India, Eye Distillery,
Elan Anggels Share, Brown-forman, Agnetta
Distributors, Artisan Spirits) Mohan Brothers) International,
Ace Anggels Share,
Beveragez, Ace Beveragez)
Brown-
forman,
Parsan
Brothers)
Total 210 Total Import 124 Total Import 146 Total Import 30
Import (in INR Crs.) (in INR Crs.) (in INR Crs.)
(in INR
Crs.)
Source: Primary & Secondary Research, Technopak Analysis
*Company wise share is calculated on CIF value
*Independent retailers/wholesalers/individuals are not considered on calculation
*Data indicates for 2208 HS Code
Further, the quality of our offerings naturally complements one another, creating seamless opportunities for cross-
selling. By providing premium products that cater to diverse customer needs, we are able to introduce
complementary items to existing customers, enriching their overall experience while driving greater value for both
the customer and the business.
Operating in Industry having high barriers to entry
Our competitive strength is further reinforced by the high entry barriers inherent to the alcoholic beverage industry.
Following are the key challenges to market entry;
• Regulatory & Licensing Challenges
The Indian alcoholic beverage industry is governed by a highly fragmented regulatory framework, with each
state implementing distinct excise policies, licensing structures, and tax regulations. Unlike other industries,
alcohol is regulated at the state level rather than centrally, leading to inconsistent policies across regions.
The process of obtaining licenses for manufacturing, distribution, and retail is complex, bureaucratic, and
cost-intensive, often requiring substantial financial investment and prolonged approvals. Additionally,
certain states such as Gujarat, Bihar, and Nagaland enforce complete or partial prohibition, further limiting
market accessibility. The exclusion of alcohol from the Goods and Services Tax (GST) regime results in
varying excise duties and tax structures across states, increasing compliance burdens for new entrants and
creating operational inefficiencies (Source: Technopak Analysis Report).
Our Company has successfully navigated the regulatory framework of the Indian alcoholic beverage
industry, focusing on obtaining label licenses across various states. Our Company has developed a
streamlined process for securing the necessary licenses for distribution in regions with different excise
policies, tax structures, and licensing requirements. This experience in managing the complex and cost-
150intensive process of label registration provides our Company with a clear advantage. For new entrants,
obtaining licenses across multiple states would require considerable time, financial resources, and knowledge
of the regulatory system. Our Company has established presence and ability to manage these processes create
a high barrier to entry, making it difficult for new companies to replicate its distribution network and expand
across India.
• Seamless Sales and Distribution
Our Company’s extensive sales team of over 100 employees and a well-established distribution network
across India create a significant barrier to entry for potential competitors. With a strong presence in all major
Tier 1 and Tier 2 cities, we have positioned ourselves in key urban and emerging markets where demand for
alcoholic beverages is concentrated. Establishing a similar distribution network requires considerable
investment in both time and resources, which new entrants would find challenging.
Our ability to ensure product availability in key consumption zones, such as urban areas with higher demand,
reinforces our competitive advantage. Our Company has established cordial relationships with distributors
and retailers across the country which make it difficult for competitors to gain similar shelf space and market
presence. Our Company has already secured access to HORECA, retail and travel retail across domestic and
Indian Subcontinent region, which creates an entry barrier for others looking to penetrate the market.
The integration of the sales team and distribution network enables our Company to scale efficiently and
respond quickly to market demands. New competitors would face high startup costs in building a comparable
infrastructure and would need to navigate existing relationships between our Company and its distribution
partners. This robust infrastructure, developed over time, serves as a strong deterrent to market entry,
ensuring our Company maintains its position in the Indian market.
Additionally, our Company’s deep understanding of regional market dynamics and its established presence
in multiple cities provide a competitive edge. New entrants would need to develop similar insights and
relationships to effectively compete, which would require significant effort and time. This combination of a
strong sales team, established distribution network, and regional expertise makes it challenging for
competitors to enter and succeed in the market.
• Brand-Centric Mindset
Our Company has developed a brand-building strategy centered around comprehensive 360-degree
activations, which allow our Company to connect with consumers across various touchpoints. In FY24 alone,
our Company executed over 372 activations, demonstrating its focus on creating consistent and widespread
brand visibility. These activations span a wide range of marketing channels, including social media,
influencer partnerships, on-ground events, and other digital and traditional platforms. This multi-channel
approach ensures that our brand remains prominent in the consumer’s mind, fosters engagement, and drives
long-term brand loyalty. By reaching consumers through diverse avenues, our Company maximizes its
ability to build strong, meaningful connections with the target audience.
In addition to digital and experiential marketing, our Company places a strong emphasis on both on-trade
and off-trade visibility. On-trade visibility involves ensuring that the brand has a prominent presence in bars,
restaurants, and hospitality establishments, where consumer interactions are more direct and immediate. Off-
trade visibility focuses on retail outlets, ensuring that the brand is easily accessible to consumers in
supermarkets, liquor stores, and other retail environments. Together, these visibility strategies ensure that
the brand is present at multiple stages of the consumer's purchase journey, from discovery to purchase and
consumption.
This extensive brand-building strategy creates a high barrier to entry for potential new competitors. New
companies entering the market would need to invest heavily in establishing similar visibility across various
channels and securing partnerships with key influencers, retailers, and on-trade establishments. Replicating
our established relationships with venues, distributors, and media platforms would require significant time
and financial investment. Additionally, our ability to execute a wide range of marketing activities at scale,
including large-scale activations and events, further strengthens its competitive position.
Long Standing Relationships with customers
151Our experience in the alcoholic beverage industry has played a key role in strengthening our relationships
with customers. We have served a significant number of customers over the years, including 71, 77 and 69
customers during the fiscal years 2025, 2024, and 2023, respectively.
In addition to distributing high-quality of spirits and wines, we believe our customer loyalty has been earned
through several key factors:
• Accessible management: Our management team, led by Kunal Bhimji Patel, maintains open
communication with customers, addressing their concerns and fostering strong, trust-based
relationships.
• Customer-centric culture: We prioritize a customer-focused approach, emphasizing quality assurance
and meeting performance standards to ensure customer satisfaction and reliability.
• Commitment to sustainability: We integrate environmental and sustainability practices across our
operations, ensuring our business aligns with growing consumer expectations around responsible
practices in the alcohol industry.
• Meeting customer specifications: We consistently adhere to customer demands and specifications,
ensuring our products meet their exact needs, which helps us maintain long-term relation.
• Efficient business relations and marketing: Our marketing and distribution strategies are designed to
ensure smooth and efficient communication with customers, allowing us to effectively promote and
distribute products while building lasting relationships
• More than 4,500 touch points: Number of touch points includes Retail Shops including government
shops, Hotels, Restaurants and Clubs.
Particulars FY23 FY24 FY25
No. of Customers No. of Customers No. of customers
Touchpoints tapped by our sales team 2,124 3,858 5,042
Experienced management team and qualified personnel with significant industry experience
We are guided by an experienced leadership team, headed by our Promoters, Bhimji Nanji Patel & Kunal Bhimji
Patel, who have a combined experience of over three decades in the alcoholic beverage industry. Under their
leadership, we have become one of the leading players in the market.
Our management team comprises qualified professionals with experience in business development, finance,
operations, marketing, and other key areas. The senior management team brings expertise in distribution,
marketing, brand development, operations, finance, legal, human resources, and international business, enabling
us to manage our operations effectively and explore new growth opportunities.
This diverse experience supports our ability to navigate the complexities of the alcohol beverage sector and build
relationships with both global brands and local customers. The management team is responsible for identifying
growth opportunities, implementing business strategies, and maintaining operational standards across all areas.
Our personnel policies focus on recruiting skilled individuals, integrating them into our Company, and supporting
their development. In addition to regular compensation, statutory benefits, and insurance coverage, we rely on our
management and workforce to execute business strategies and support our Company’s expansion.
As of March 31, 2025, our workforce includes a team of distribution, marketing, and operations personnel who
ensure that we maintain quality and productivity as we scale operations. With a strong leadership team and a
capable workforce, we are positioned to continue expanding our presence in the alcohol beverage distribution
market.
Exclusive selling rights for various premium and luxury spirits and their distribution and marketing.
Our Company is a leading player in the imported liquor sector, offering a diverse portfolio of premium and luxury
alcoholic beverages. Our company holds exclusive selling rights for over 70 global brands in India and Indian
Subcontinent regions and is responsible for strategic brand development and market expansion. Our Company
152provides its partner brands with a comprehensive operational framework, encompassing import, distribution,
pricing, strategy, sales, and marketing.
Our collaborations support us in driving higher consumption, tapping into underserved urban and affluent
segments, and achieving accelerated, sustainable growth in both domestic and regional markets. Some of our key
partner brands are listed below.
Illustrative of Prominent Exclusive Partner Brand of our Company
Brands Year of Brand Launch Origin Country Remarks
Jose Cuervo 1795 Mexican Top 5 leading brand in Tequila category
1800 Tequila 1975 Mexican Top 5 leading brand in Tequila category
Remy Martin 1724 France Top 5 leading brand in Cognac category
Cointreau 1885 France One of the leading brand in Liqueurs
category
Choya 1991 Japan One of the leading brand in Liqueurs
category
Villa Sandi 1975 Italy One of the leading brand in Wines category
Bushmills 1784 Ireland One of the leading brand in Whiskey
category
(Source: Secondary Research, Technopak Analysis)
Further, as per the Technopak Report, we have carved out a distinct position in the premium imported spirit’s
segment. Despite a modest volume of 0.12 million cases, our Company achieved the highest realization per case
at INR 17,017, reflecting our strong market positioning, curated premium portfolio, and commitment to luxury
brands. This highlights our emerging significance in India's growing high-end spirit’s market.
Comparison in terms of Realization Per Case
Brands FY 2024 Revenue Total Cases Sold Realization Per
(in INR Cr.) (in mn.) Case (in INR)
United Spirits 26,018 61.0 4,265
Radico Khaitan 15,484 28.7 5,530
Allied Blender 7,669 31.7 2,474
Monika Alcobev 200.8 0.12 17,017
Source: Annual Report, Technopak Analysis
*total revenue includes excise & custom duty
Our company’s ability to manage the entire process of brand entry and growth in the Indian market is a significant
strength. Holding exclusive selling rights for several global brands, our company serves as the key intermediary
between these international products and Indian consumers. Our company efficiently handles the complex import
process, ensuring compliance with local regulations and managing the logistics for smooth product entry. With a
robust distribution network, our Company ensures that its partner brands reach a wide range of retail channels,
from liquor stores and supermarkets to bars and restaurants. This extensive distribution capability allows our
company to penetrate both established urban markets and emerging regions, ensuring broad product availability
and consistent market presence.
In addition to its distribution strength, our company’s strategic brand development and marketing capabilities
serve as a core advantage. Our Company works closely with its partner brands to develop tailored pricing models,
marketing strategies, and sales initiatives that align with consumer preferences and market demands. By handling
promotional campaigns across various media channels and ensuring regulatory compliance, our company enables
its partner brands to establish strong brand equity and visibility. This comprehensive operational framework, from
import to marketing, positions our company as a trusted partner for global brands looking to expand in the Indian
market, creating a competitive edge that is difficult for new entrants to replicate.
153STRATEGIES
Growth through entry into new categories of products.
Expanding into new product categories is a fundamental component of our company’s growth plan. By forming
partnerships with both established international brands and emerging brands, our company can continuously
introduce a diverse range of products to the Indian and Indian Sub-continent markets. These partnerships open
avenues for us to launch products across various segments, which is crucial in addressing the wide array of
consumer preferences found in these regions. Each new collaboration allows us to extend our reach by bringing
in unique products that align with current market trends, whether it be premium, luxury, or emerging categories
within the alcohol beverage sector.
Our company’s business model is structured to be adaptable, which enables us to swiftly enter into new
partnerships and bring products to market in a timely manner. This flexibility allows us to act quickly on
opportunities and reduce the time between partnership agreements and product launches. By engaging with
international and emerging brands, our company can bring fresh offerings to the market, capitalizing on the first-
mover advantage that comes with introducing these products before they become widely available. This positions
our company to capture early consumer interest, build brand recognition, and secure market share in new product
categories before competitors have the chance to respond.
Furthermore, by continuously diversifying our product portfolio, our company ensures that it remains dynamic
and capable of adapting to shifting consumer demands. Each new product category contributes to a more robust
portfolio, making it easier for our company to cater to different consumer preferences across regions. This
diversification helps us reduce dependency on specific product lines, while also enhancing our ability to compete
effectively in both established and emerging markets. By staying agile and responsive to market trends, our
company strengthens its position in the alcohol beverage industry, creating long-term growth opportunities and
continuously reinforcing our presence in the Indian and Indian Sub-continent markets.
Growth through increasing our width & depth of distribution
Our company aims to drive growth by expanding its network of retail outlets and strengthening relationships with
existing retail partners. By increasing the number of retail locations, such as liquor stores, supermarkets, and other
points of sale, our company will improve product availability and reach a broader consumer base. This expansion
will focus on identifying regions where our products are not yet widely available or are underrepresented, and
targeting these areas for distribution. Our company will prioritize both Tier 1 and Tier 2 cities, as well as emerging
markets, to ensure that our products are accessible to a diverse range of consumers across different locations.
In addition to expanding its retail network, our company will work to strengthen its relationships with current
retail partners. By deepening collaborations with these outlets, our company will ensure that products are
consistently in stock, and that the retail partners are equipped with the necessary resources to promote and sell the
products effectively. Our company will engage with retail partners to optimize shelf space, improve product
placement, and implement targeted promotions or sales initiatives to increase product visibility and consumer
engagement. By fostering these relationships, our company aims to create repeat business opportunities and long-
term consumer loyalty.
Through this approach, our company will also focus on tapping into new customer segments by analyzing regional
market trends, consumer behavior, and local preferences. Understanding the specific demands of different markets
will allow our company to tailor its offerings accordingly and ensure that the right products are available in the
right locations at the right time. By adapting to the unique needs of each market, our company will ensure that
products are readily available where demand exists. Expanding and strengthening the distribution network in this
manner will help our company increase market penetration, attract new customers, and support growth across
established and emerging markets.
Growth by increasing our offerings within states
Our company has established a strong presence across all Tier 1 cities in India, which are key urban markets with
high demand for premium and luxury spirits. This strategic positioning in these cities allows our company to cater
to a large and growing consumer base, while leveraging a well-developed distribution network that ensures our
products are readily available at retail outlets, bars, restaurants, and other high-traffic locations. Through
consistent engagement with customers in these urban areas, our company has built a solid reputation and brand
recognition, positioning itself as a leading player in the premium spirits market.
154However, not all of our products are currently available in every state across India. This is primarily due to the
high costs associated with label registration, which varies significantly across states. In some regions, the expenses
required to obtain label approvals are substantial, particularly when the demand for our products remains relatively
low. These regions present challenges due to the complex regulatory environment, including varying excise duties,
taxes, and state-specific requirements. As a result, our company has chosen to focus its efforts on markets with
higher consumer demand, where the return on investment justifies the cost of registration. While our company
currently prioritizes key urban centers, our approach also involves monitoring emerging markets and assessing
the potential for expansion into additional states as consumer demand grows. By focusing on high-demand regions
initially, our company is able to maintain operational efficiency, mitigate unnecessary costs, and gradually extend
its reach as market conditions evolve. This allows our company to maintain a strong market position while
planning for long-term growth and broader national distribution.
Retain and attract the best talent and develop a performance focused culture.
Our employees are critical to our business. We believe that the key to our success will be our ability to continue
to maintain and grow a team of talented and experienced professionals. We intend to continue placing special
emphasis on attracting, training and retaining our employees.
We have been successful in building a team of talented professionals and intend to continue placing emphasis on
managing attrition and attracting and retaining motivated employees. We have implemented staff training policies
and assessment procedures in a transparent and consistent manner in the past and will continue to do so.
We intend to continuously enhance our employees’ skills and productivity. We will continue to help our
employees develop understanding of our customer-oriented corporate culture and service quality standards to
enable them to continue to meet our customers’ changing needs and preferences. We will continue to regularly
review and update our employee compensation plans and bonuses based on their individual performance so that
our employees are suitably incentivised. We also intend to continuously re-engineer our organisation set up
towards lean structure to allow us to respond effectively to changes in the business environment of our markets.
Our Suppliers
As on the date of this Prospectus, our Company has exclusive selling rights for more than 100 brands having more
than 200 SKUs. Also, these exclusive rights has been provided for India and for countries in Indian Subcontinent
like Nepal, Sri Lanka and Maldives
The table below sets forth bifurcation of Domestic and International Suppliers
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Purchases % of total of Purchases % of total Purchases % of total
(₹ in lakhs) purchases (₹ in lakhs) of (₹ in lakhs) of
purchases purchases
International 11,501.95 69.93 6,524.05 49.52 4,421.48 62.92
Domestic 4,946.11 30.07 6,650.23 50.48 2,605.58 37.08
Total Purchases 16,448.06 100.00 13,174.28 100.00 7,027.06 100.00
The following table provides a breakdown of our top-10 suppliers for the Financial Year ended 2025, 2024 and
2023:
Particular For the financial year 2025 For the Financial year For the Financial year
s 2024 2023
Purchases % of Purchases % of Purchases % of
(₹ in lakhs) purchases (₹ in lakhs) purchases (₹ in lakhs) purchases
Supplier 1 6,220.73 37.82 3,438.20 26.10 1,341.27 19.09
Supplier 2 1,981.34 12.05 2,392.77 18.16 718.38 10.22
Supplier 3 1,300.32 7.91 1,573.29 11.94 635.33 9.04
Supplier 4 935.64 5.69 944.36 7.17 615.48 8.76
Supplier 5 837.40 5.09 641.59 4.87 465.87 6.63
Supplier 6 636.13 3.87 447.58 3.40 417.78 5.95
155Particular For the financial year 2025 For the Financial year For the Financial year
s 2024 2023
Purchases % of Purchases % of Purchases % of
(₹ in lakhs) purchases (₹ in lakhs) purchases (₹ in lakhs) purchases
Supplier 7 596.37 3.63 354.11 2.69 294.51 4.19
Supplier 8 388.98 2.36 333.42 2.53 281.84 4.01
Supplier 9 366.07 2.23 321.12 2.44 273.68 3.89
Supplier 10 302.01 1.84 261.15 1.98 232.81 3.31
Total 13564.98 82.47 10,707.59 81.28 5,276.95 75.09
Note: Names of the Suppliers have not been disclosed due to non- receipt of their consent for inclusion of their
name
Our Customers
As per the Restated Financial Statements, our Company’s revenue from customers from Domestic and
International markets for the financial years 2025 2024 and 2023 is provided below:
Particulars For the Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % of total Revenue % of total Revenue % of
₹ in lakhs sales ₹ in lakhs sales ₹ in total
lakhs sales
Domestic 21,920.90 92.84 15,389.37 81.34 11,919.02 85.27
International 1,691.31 7.16 3,530.64 18.66 2,058.96 14.73
Total Sales 23,612.21 100.00 18,920.00 100.00 13,977.98 100.00
The following table provides a breakdown of our top-10 customers of our total revenue from operations for
Financial Year ended 2025, 2024 and 2023:
Particulars For the Financial year 2025 For the Financial year For the Financial year
2024 2023
Revenue % of Revenue % of Revenue % of
(₹ in lakhs) Revenue (₹ in lakhs) Revenue (₹ in lakhs) Revenue
from from from
operations operations operations
Customer 1 2,988.39 12.66 3,155.42 16.68 3,238.13 23.17
Customer 2 2,523.72 10.69 2,275.19 12.03 2,469.26 17.67
Customer 3 1,553.90 6.58 1,198.73 6.34 1,125.82 8.05
Customer 4 1,541.24 6.53 1,041.42 5.50 1,108.33 7.93
Customer 5 1,418.88 6.01 837.76 4.43 1,028.46 7.36
Customer 6 1,293.54 5.48 769.64 4.07 640.13 4.58
Customer 7 1,125.29 4.77 723.14 3.82 594.14 4.25
Customer 8 976.97 4.14 690.09 3.65 308.46 2.21
Customer 9 926.16 3.92 665.00 3.51 296.65 2.12
Customer 10 801.81 3.40 580.44 3.07 284.45 2.03
Total 15,149.88 64.16 11,936.81 63.09 11,093.82 79.37
Sales and Distribution
The distribution of alcoholic beverages in India varies significantly from state to state due to the diverse regulatory
and tax frameworks across the country. We work closely via our distributors, state government corporations,
Direct customers and Resellers depending on the regulatory framework of the state. However, we have an active
sales team on ground in these markets. This team plays a crucial role in identifying and building relationships with
retail outlets such as liquor stores, supermarkets, and other points of sale. Our sales team works closely with these
outlets to ensure our products are available, properly displayed, and promoted effectively to customers. This
enables our company to have more control over product placement and visibility at the retail level, helping to
boost consumer awareness and drive sales. Our on-ground team also works to monitor stock levels, ensuring that
our products are continually replenished, and that demand is met efficiently.
156This operational model allows our company to cover a wide geographic area, with the flexibility to adapt to
regional demands and market conditions. By relying on distributors in certain states and managing direct sales in
other regions, our company is able to create a balanced distribution network that supports efficient product flow
and ensures widespread availability. This approach enables us to respond to the complexities of the Indian market,
reach new consumer segments, and drive growth across various states while maintaining strong relationships with
both distributors and retail partners.
Geographical Spread
We also sell and distribute our products in and outside India. As on the date of this Prospectus, we have sold our
products to more than 20 States and Union Territories in India. The below mentioned map shows the presence of
our products in the Indian market:
157Pricing
We determine the prices for our alcoholic beverages based on various factors, including market demand,
manufacturing costs, transportation expenses, raw material costs, competitors' pricing, and credit terms. Given the
regulatory framework and taxes imposed by different states and countries, prices may vary across regions,
reflecting the transportation costs, regional demand, and specific overheads associated with each market.
Additionally, we regularly review and adjust our pricing in accordance with prevailing market prices and market
conditions, ensuring compliance with local regulations and tax structures. This approach allows us to remain
competitive while adhering to the legal and regulatory requirements of each region.
Insurance
We maintain insurance coverage under Marine Export Import Insurance Open Policy. 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. For further details, see
“Risk Factors” on page 30
Quality Standards and Assurance
Quality control is essential for the success of a business and we ensure that our products are subject to quality
control tests before they are dispatched for delivery to our customers. We have quality control inspectors stationed
at the premises of our contract manufacturers, who check the products before dispatch. Each batch of the
manufactured products is subject to quality control tests at our quality control laboratory. The quality control
inspectors ensure quality of raw materials, packaging material, in-process samples and the finished products and
compliance with the specifications required by our customers. Our internal systems are established to take
corrective and preventive actions in the event of any non-adherence of products to quality standards.
Human Resource:
We place importance on developing our human resources. We place significant emphasis on training our
personnel, increasing their skill levels and fostering ongoing employee engagement in our Company. We organize
in-house training for our employees through skill building programs and professional development programs at
all levels and across all functions.
As on March 31, 2025, we had 196 full-time employees. The breakdown of our employees by function as on the
date of this Prospectus in our Company is summarised in the following table:
Department No. of employees
Sales 103
Logistics 41
Marketing 23
Admin Department 10
Accounts 11
HR 5
Legal & Secretarial 2
Information Technology 1
Total 196
*Does not include Bhimji Patel and Kunal Patel
Intellectual Property
As on the date of this Prospectus, our Company has registered the following trademark with the Registrar of
Trademarks under the Trademarks Act, 1999:
Date of Issue Particulars of the Mark Trade Mark No. Class of Registration
February 29, 2024 MONIKA ALCOBEV 5626380 33
December 19, 2024 MONIKA ALCOBEV 5626381 35
May 26, 2021 4775619 32
158May 02, 2021 4729316 33
As on the date of this Prospectus the following trademarks are pending for approval:
Date of Application Particulars of the Mark Application Number Class of Registration
May 30, 2023 ALCHEMY 5957844 16
May 30, 2023 ALCHEMY 5957845 9
October 17, 2023 #ONLYTHEBEST 6153363 35
Competition
We face competition from global as well as domestic players in the industry segment in which we operate. We try
to remain competitive by seeking to understand the markets in which we operate in better and identify emerging
opportunities. We believe that our consistent tracking of markets, introducing new products categories, opening
new markets, Dynamic Marketing Strategy via various events, trainings, tasting & contracts & feedback and our
consistent interaction with our customers is a key to our competitiveness and these factors inter alia enable us to
anticipate the needs of our customers. Further, due to restricted entry barriers it is not easy to new competitors to
sustain into the business.
Information Technology
We rely on information technology infrastructure in order to maintain consistency in supply chain and safeguard
our operations. We have implemented SAP – Business One and Zoho across our operations to streamline our
record keeping and track our business operations on real-time basis pursuant to which various financial, analytical
and MIS reports are generated. Further, this system also enables us to track timely procurement of goods, payment
to vendors and contract suppliers, and receivables from customers.
Environment, Health, Quality and Safety
Our activities are subject to wide range of government rules and regulations regarding health, safety and
environment protection. We are committed to protecting the health and safety of employees and contractors
working in our projects, people who come in contact with our operations and the heath and sustainability of the
environment in which we operate.
We believe that ensuring the health and safety of our employees is critical to the successful conduct of our business
and operations. We are therefore committed to complying with applicable health, safety and environmental
regulations and other requirements in our operation
Corporate Social Responsibility
We have constituted a CSR committee of our Board of Directors and have adopted and also formulated a CSR
policy, pursuant to which we carry out our CSR activities. As per our Restated Financial Statements, our CSR
expenditure for the Financial Year 2025 and Financial Year 2024 was ₹ 45.07 lakhs and ₹ 44.08 lakhs respectively.
Our Properties
Address Owned/ Leave and Use Tenure
License
2403, 24th Floor, Signature, Suresh Sawant Road, Off Owned Registered N.A.
Veera Desai Road, Andheri (West), Mumbai – 400 Office
053, Maharashtra, India
B-3204, Oberoi Springs, New Link Road, Andheri Owned Guest House N.A.
West, Mumbai - 400058, Maharashtra, India.
Flat No. 202, Jyothi Habitat complex, Door No. 1- Rent Branch March 1,
65/528/JH/202, Rd No. 10, Sarojini Naidu Nagar Office 2025 to
Layout, Kavuri Hills, Hyderabad – 500081, February 1,
Telangana, India 2026
159Address Owned/ Leave and Use Tenure
License
Municipal no. 21, 8th Main, 8th Cross, Rent Branch March 15,
Sampangiramanagara, Bangalore – 560027, Office 2025 to
Karnataka, India February 15,
2026
501/A, Millennium Plaza, Sector 27, Sushant Lok Lease Branch October 20,
Phase I, Sector 43, Gurugram – 122001, Haryana, Office 2023 to
India. October 20,
2026
Unit 120, Administrative building, Arshiya FTWZ, Unit Holder Warehouse December 31,
Village Sai, Taluka Panvel, Raigad - 401206, Agreement 2021 to
Maharashtra March 8,
2026
M/s Contegrate, Entrepot Private Limited, Survey no. Rent (Warehousing Warehouse July 1, 2024
114/2-A, 114/22-J, 114/2-Z and 114/3 Near Mothi Jui Service Agreement) to July 31,
Junction, Village Jui Tai: Uran, Raigad - 410205, 2025
Maharashtra, India.
Dionysus Supply Chain Private Limited, Rent (Warehousing Warehouse March 1,
Faarukhnagar, Village- Khentawas, Wazirpur, Service Agreement) 2025 to
Faarukhnagar, Gurgaon- 122 506, Haryana, India. March 31,
2026.
M/s. Total Shipping and Logistics Pvt. Ltd., 16/19, Rent(Warehousing Warehouse July 1, 2023
Telephone Exchange Road, Samalkha, New Delhi - Service Agreement) to July 31,
110037, India 2026
Custom Bonded Warehouse, No 88/3, Seegehalli Rent Warehouse April 1, 2024
Villags,Kadugodi Post, Landmark- Near Whitefield to March 31,
Sports Center, Bangalore – 560067, Karnataka, India 2026.
SEZ Plot No. E3, E5 and E7, Sector-7, JNPT SEZ, Tri-Party Service Warehouse April 1, 2023
Behind JNPT Customs and PUB, Uran, Raigad – Agreement to March 31,
400702, Maharashtra, India. 2043.
160KEY REGULATIONS AND POLICIES
The following description is a summary of certain sector specific laws, regulations, rules, notifications, circulars
and policies in India, which are applicable to our Company. The information detailed in this chapter, is based on
the current provisions of applicable statutes, rules, regulations, notifications, memoranda, circulars and policies,
as amended, and are subject to changes or modifications or future amendments by subsequent legislative,
regulatory, administrative or judicial decisions. The information detailed in this section has been obtained from
publications available in the public domain. The descriptions of the regulations disclosed below may not be
exhaustive and are only intended to provide general information to the investors and are neither designed nor
intended to substitute for professional legal advice.
Under the provisions of various Central Government and State Government statutes and legislations, our
Company is required to obtain and regularly renew certain licenses or registrations and to seek statutory
permissions to conduct our business and operations. For information regarding regulatory approvals required
by our Company, see “Government and Other Approvals” on page 296.
Key industry specific regulations:
Constitution of India
The Constitution of India gives power to the state governments to legislate on or regulate, as the case may be, the
production, manufacture, possession, transport, purchase and sale of intoxicating liquor and the levy of excise
duties thereon.
Excise Laws
State governments are empowered to regulate, among other things, manufacture, import, export, transport,
possession, purchase and sale of liquor and other intoxicants. State governments also regulate excise and
countervailing duties imposed on alcoholic liquors, grant of liquor licenses and retail supply of alcohol. Any
person manufacturing and/or selling alcoholic liquor is required to obtain appropriate license under the state
legislation. Such license is issued and classified based upon the nature and type of alcoholic liquor. In certain
states, there exists a complete ban on the sale, consumption, transportation etc. of liquor, while in most states the
sale, consumption, and transportation etc. of liquor is permitted subject to certain conditions.
The Bombay Prohibition Act,1949
The Bombay Prohibition Act, 1949 applicable in Gujarat read with the Bombay Denatured Spirit (Gujarat
Amendment) Rules, 1988, Bombay Prohibition (Manufacture of Spirit) (Gujarat) Rules, 1963, the Mizoram
Liquor Total Prohibition Act, 1995, the Nagaland Liquor Total Prohibition Act, 1989, Manipur Liquor Prohibition
Act, 1911, prohibit the manufacturing of liquor, construction or employment of any person in any distillery or
brewery, importing, exporting, transportation or possession of liquor, and selling or buying of liquor. However,
the prohibition does not extend to certain exempted articles including, any medicinal preparation containing
alcohol unfit for use as intoxicating liquor, any antiseptic preparation or solution containing alcohol which is unfit
for use as intoxicating liquor.
In addition, certain restrictions under the Bombay Prohibition Act, 1949, applicable in Maharashtra, the Tamil
Nadu Prohibition Act, 1937 in Tamil Nadu and the Prohibition Act, 1950 in Kerala, the Andhra Pradesh
Prohibition Act, 1995, restrict the production, possession and use of liquor (including a highly regulated regime
for country liquor) for all purposes other than medicinal, scientific, industrial or similar purposes. These laws
prescribe the kinds of potable alcohol which are exempted from such prohibition and prescribe standards for the
manufacture or processing of different forms of potable alcohol, and also prescribe licensing requirements for
such manufacture.
161Guidelines for Prevention of Misleading Advertisements and Endorsements for Misleading
Advertisements, 2022
The Government of India, through Notification dated June 9, 2022, bearing number F. No. J-25/4/2020-CCPA
(Reg) issued the Guidelines for Prevention of Misleading Advertisements and Endorsements for Misleading
Advertisements, 2022 (“Guidelines”). The said Guidelines are issued under section 18 of the Consumer Protection
Act, 2019 (35 of 2019), to provide for the prevention of false or misleading advertisements and making
endorsements relating thereto. These Guidelines apply to –
a) All advertisements regardless of form, format or medium; and
b) a manufacturer, service provider or trader whose goods, product or service is subject of an advertisement, or
to an advertising agency or endorser whose service is availed for the advertisement of such goods, product or
service.
The Guidelines, inter alia, specifically provide for (i) conditions for, non-misleading and valid advertisement, (ii)
Conditions for bait advertisements, (iii) prohibition of surrogate advertising, (iv) free claims advertisements and
(v) children targeted advertisements.
The Cable Television Networks (Regulation) Act, 1995 (the “Cable Television Regulation Act”)
The Cable Television Regulation Act read with the Cable Television Network Rules, 1994 prescribe an advertising
code which provides that advertising in the cable services shall be so designed as to conform to the laws of India
and should not offend morality, decency and religious susceptibilities of the subscribers of cable services. In
addition, the advertising code prohibits advertisements which indirectly or directly promote production, sale or
consumption of cigarettes, tobacco products, wine, alcohol, liquor or other intoxicants (“prohibited products”).
However, it allows advertising of a product that uses a brand name or logo, which is also used for the prohibited
products subject to certain conditions including, that the story board or visual of the advertisement must depict
only the product being advertised and not prohibited products in any form or manner, that the advertisement must
not make any direct or indirect reference to the prohibited products and that the advertisement must not contain
any nuances or phrases promoting the prohibited products. Further, the Cable Television Networks (Amendment)
Rules, 2021 prescribe a three-tier grievance redressal structure comprising of i) self-regulation by the broadcasters;
ii) regulation by self-regulating bodies of the broadcaster; and iii) an oversight mechanism by the Central
Government in relation to violation of the Programme and Advertising Codes prescribed under the Cable
Television Network Rules, 1994.
The Food Safety and Standards Act, 2006 (“FSS Act”)
The Food Safety Act consolidates laws relating to food and establishes the Food Safety and Standards Authority
of India (“FSSAI”), lays down science-based standards for food articles and regulates their manufacture, storage,
distribution, sale and import, to ensure availability of safe and wholesome food for human consumption. The
standards prescribed by the FSSAI also includes specifications for food activities, flavorings, processing aids and
material in contact with food, ingredients, contaminants, pesticide residue, biological hazards and labels. The Food
Safety Act also sets out, among other things, the requirements for licensing and registration of food businesses,
general principles of food safety and responsibilities of a food business operator and liability of manufacturers
and sellers. The FSS Act also lays out procedure for adjudication by the Food Safety Appellate Tribunal. For
enforcement, the ‘commissioner of food safety’, the ‘food safety officer’ and the ‘food analyst’ have been granted
with powers of seizure, sampling, taking extracts and analysis under the FSS Act. Penalties can be levied for
defaults such as for selling food not of the nature or substance or quality demanded, sub-standard food, misbranded
food, misleading advertisement, food containing extraneous matter, for failure to comply with the directions of
the food safety officer, for unhygienic or unsanitary processing or manufacturing of food and for possessing
adulterant. In addition to the penalties, punishments can be prescribed for selling, storing, distributing or importing
unsafe food, for interfering with seized items, for providing false information, for obstructing or impersonating a
162food safety officer, for carrying out a food business without a license, for committing the same offence a person
has been previously convicted of, and for other related offences.
The Food Safety and Standards Rules, 2011 (the “Food Safety Rules”), provide, among other things, the
qualifications mandatory for the posts of the commissioner of food safety, the food safety officer and the food
analyst, their respective duties, and the procedure for taking extracts of documents, sampling and analysis. In order
to address certain specific aspects of the Food Safety Act, FSSAI has framed regulations, such as the following:
(a) Food Safety and Standards (Import) Regulations, 2017;
(b) Food Safety and Standards (Alcoholic Beverages) Regulations, 2018; and
(c) Food Safety and Standards (Labelling and Display) Regulations, 2020
The Food Safety and Standards (Alcoholic Beverages) Regulations, 2018 is material to our business and
operations and has been described below in detail.
Food Safety and Standards (Alcoholic Beverages) Regulations, 2018 (the “Alcoholic Beverages
Regulations”)
The Alcoholic Beverages Regulations seeks to establish and enforce, among other things, certain general
requirements in relation to the composition of alcoholic beverages and the manufacturing processes involved. The
regulations also classify alcoholic beverages into three categories i.e. distilled alcoholic beverages (including
brandy, country liquors, gin, rum, vodka, whiskey etc.), wine and beer. In addition to the general labelling
provisions specified in the Food Safety and Standard (Packaging and Labelling) Regulations, 2011, the Alcoholic
Beverages Regulations also prescribe specific labelling requirements such as the declaration of alcohol content,
approximate number of standard drinks, allergen warnings, geographical indicators, if any. Further, inclusion of
any nutritional information or health claims on the labels of alcoholic beverages is prohibited. It also mandates
printing of the statutory warning – “Consumption of Alcohol Is Injurious To Health. Be Safe-Don’t Drink And
Drive” in English language and/or the local or regional language of respective states. The size of statutory warning
shall not be less than 1.5 mm for pack size of up to 200ml and not less than 3 mm for pack sizes above 200 ml.
In relation to wine, the Food Safety and Standards (Alcoholic Beverages) First Amendment Regulations, 2020
prescribe additional labelling requirements such as, among other things, the declaration of the country of origin,
range of sugar, generic name of variety of grape or fruit used, the name of residues of preservatives or additives
present as such, or in their modified forms, in the final product. Additionally, the Draft Food Safety and Standards
(Alcoholic Beverages) Amendment Regulations, 2021 prescribe that “non-alcoholic counterpart of alcoholic
beverage” which is non-alcoholic beverage having alcohol content less than or equal to 0.5% abv, shall meet all
the requirements of the respective alcoholic beverage of origin. Further, the alcoholic beverage of the origin must
undergo the process of fermentation and the produced alcohol should be removed thereafter.
FSSAI Guidance Note on ‘Food Hygiene and Safety Guidelines for Food Businesses during Coronavirus
Disease (COVID-19) Pandemic’ (the “COVID-19 Guidance Note”)
The COVID-19 Guidance Note was issued with an intent to provide guidance to food businesses, including their
personnel involved in handling of food and other employees to prevent spread of COVID-19 in the work
environment and any incidental contamination of food/food packages. It also provides guidance in relation to
operative mechanism such as establishment of an in-house emergency response team in large food businesses to
deal with suspected infections effectively. It mandates that employers should have a COVID-19 screening protocol
in place to screen all personnel entering the premise. Employees and food handlers should be encouraged to self-
declare any symptoms of any respiratory illness before visiting the premises. Food sectors involved in food
services, takeaways and deliveries shall ensure, among others, that the food service area shall be thoroughly
cleaned and disinfected after every meal, hand wash facilities should be made available to the workers, employees
wear a clean uniform, mask/face cover, gloves and head covers at all time, adoption of contactless delivery. The
COVID-19 Guidance Note prescribes guidelines for management of the food establishment to handle a COVID-
16319 suspect/positive case in accordance with the guidelines issued by Ministry of Health and Family Welfare and
clean and disinfect the premises accessed by the suspected case.
The COVID-19 Guidance Note mandates strict adherence to General Hygiene Practices specified under Schedule
4 of Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011 (the
“Schedule 4”).
Schedule 4 enumerates multiple compulsory measures to be adopted by FBOs in the interest of human nutrition,
safety, and hygiene. Schedule 4 mandates that the premises shall be clean, adequately lighted, and ventilated, and
sufficient free space for movement shall be made available. In relation to personal hygiene –all employees should
wash their hands properly and they should be made aware of measures to avoid cross-contamination.
Legal Metrology Act, 2009 (the “Legal Metrology Act”) and Legal Metrology (Packaged Commodities)
Rules, 2011
The Legal Metrology Act seeks to establish and enforce standard weights and measures, regulate trade and
commerce in weights, measures and other goods which are sold or distributed by weight, measure, or number and
for matters connected therewith or incidental thereto. The Legal Metrology Act and rules framed thereunder
regulate inter alia, the labelling and packaging of commodities, verification of weights and measures used, and
lists penalties for offences and compounding of offences under it. The Controller of Legal Metrology Department
is the competent authority to grant the license under the Legal Metrology Act. Any manufacturer dealing
instruments for weights and measuring of goods must procure a license from the state government under the Legal
Metrology Act. Any non-compliance or violation under the Legal Metrology Act may result in inter alia a
monetary penalty on the manufacturer or seizure of goods or imprisonment in certain cases.
The Legal Metrology (Packaged Commodities) Rules, 2011 framed under the Legal Metrology Act lay down
specific provisions applicable to packages intended for retail sale, wholesale packages and for export and import
of packaged commodities and also provide for registration of manufacturers and packers. Further, the Legal
Metrology (Packaged Commodities) Amendment Rules, 2017 lay down specific provisions for e-commerce
transactions and online sale of packaged commodities. Additionally, the Legal Metrology (Packaged
Commodities) Amendment Rules, 2021, which will be effective from April 1, 2022, and Legal Metrology
(Packages Commodities) Amendment Rules, 2022, which will be effective from October 1, 2022, as amended,
prescribe mandatory declaration of maximum retail price (MRP) and unit sale price in Indian currency and the
month and year of manufacture for pre-packed commodities.
Bureau of Indian Standards Act, 2016 (“BIS Act”)
The BIS Act, which was notified on March 22, 2016, has been brought into force with effect from October 12,
2017, repealing and replacing the Bureau of Indian Standards Act, 1986. The BIS Act provides for establishment
of Bureau of Indian Standards to take all necessary steps for promotion, monitoring and management of the quality
of goods, articles, processes, systems and services, as may be necessary, to protect the interests of consumers and
various other stake holders. The BIS Act has enabling provisions for the Government to bring under compulsory
certification regime any goods or article of any scheduled industry, process, system or service which it considers
necessary in the public interest or for the protection of human, animal or plant health, safety of the environment,
or prevention of unfair trade practices, or national security. Further, the BIS Act also provides for, among other
things, repairing or replacement or reprocessing of standard marked goods or services sold by a certified body but
not conforming to the relevant Indian Standard.
Bureau of Indian Standards Rules, 2018 (“BIS Rules”)
Further, the Ministry of Finance (Department of Revenue), has notified the BIS Rules on June 25, 2018. The BIS
Rules have been notified in supersession of the Bureau of Indian Standards Rules, 1987, in so far as they relate to
Chapter IV A of the said rules, and in supersession of the Bureau of Indian Standards Rules, 2017 except in
164relation to things done or omitted to be done before such supersession. According to the BIS Rules, the Bureau
shall establish Indian Standards in relation to any goods, article, process, system or service and shall reaffirm,
amend, revise or withdraw Indian Standards so established as may be necessary.
The Electricity Act, 2003 (“Electricity Act”)
The Electricity Act is the central legislation which covers, among others, generation, transmission, distribution,
trading and use of electricity. Under the Electricity Act, the transmission, distribution and trade of electricity are
regulated activities that require licenses from the Central Electricity Regulatory Commission (“CERC”), the State
Electricity Regulatory Commissions (“SERCs”) or a joint commission (constituted by an agreement entered into
by two or more state governments or the central government in relation to one or more state governments, as the
case may be).
National Tariff Policy
The GoI notified the revised National Tariff Policy effective from January 28, 2016. Among others, the National
Tariff Policy seeks to ensure availability of electricity to different categories of consumers at reasonable and
competitive rates, ensure financial viability of the sector and attract adequate investments and ensure creation of
adequate capacity including reserves in generation, transmission and distribution in advance, for reliability of
supply of electricity to consumers.
The Consumer Protection Act, 2019 (the "Consumer Protection Act")
The Consumer Protection Act provides a mechanism for the consumer to file a complaint against a service provider
in cases of unfair trade practices, restrictive trade practices, deficiency in services, price charged being unlawful
and food served being hazardous to life. It also places product liability on a manufacturer or product service
provider or product seller, to compensate for injury or damage caused by defective product or deficiency in
services. It provides for a three tier consumer grievance redressal mechanism at the national, state and district
levels. Non-compliance of the orders of the redressal commissions attracts criminal penalties. The CP Act has,
inter alia, introduced a Central Consumer Protection Council to promote, protect and enforce the rights of
consumers and to provide relief to a class of consumers.
The Environment (Protection) Act, 1986 (“EP Act”), the Environment (Protection) Rules, 1986 and
Environmental Impact Assessment Notification, 2006 (“EIA Notification”)
The EP Act has been enacted for the protection and improvement of the environment and empowers the
government to take measures in this regard. The rules made under the EP Act specify, among other things, the
standards for emission or discharge of environmental pollutants, and restrictions on the handling of hazardous
chemicals. For contravention of any of the provisions of the EP Act or the rules framed thereunder, the punishment
includes either imprisonment or fine or both. Additionally, under the EIA Notification and its subsequent
amendments, projects are required to mandatorily obtain environmental clearance from the concerned authorities
depending on the potential impact on human health and resources. The Ministry of Environment, Forest and
Climate Change ("MoEF" & "CC") published the draft Environment Impact Assessment (EIA) Notification 2020
(“the notification”), with the intention of replacing the existing EIA Notification under the EP Act. The
notification outlines the procedure and requirements for most industrial and infrastructural projects to obtain a
prior environmental clearance. The notification has classified different projects into categories A, B1 and B2 and
has provided exemption from public scrutiny to some of these projects. The notification has also proposed the
submission of compliance reports annually as opposed to the previous 2006 notification wherein reports were
submitted every six months. Moreover, the notification has also specified that a project already operating without
environmental clearances would have the opportunity to apply for clearance. It has also been proposed that once
a project gets cleared of all the compliances, it would still have to adhere to certain rules laid down in the EIA
report in order to ensure that no further environmental damages take place.
165Public Liability Insurance Act, 1991 (“Public Liability Act”)
The Public Liability Act, as amended, imposes liability on the owner or controller of hazardous substances for
any damage arising out of an accident involving such substances. A list of ‘hazardous substances’ covered by the
legislation has been enumerated by the Government by way of a notification under the EPA. The owner or handler
is also required to take out an insurance policy that insures against liability under the legislation. The rules made
under the Public Liability Act mandate that the employer has to contribute towards the Environment Relief Fund
a sum equal to the premium payable to the insurer on the policies taken out.
Labour law legislations
The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally
applicable labour laws. The following is an indicative discussion of labour laws which may be applicable to our
Company due to the nature of its business activities:
Employees' Provident Funds and Miscellaneous Provisions Act, 1952 (the “EPF Act”)
The EPF Act is applicable to an establishment employing more than 20 employees and as notified by the
government from time to time. All the establishments under the EPF Act are required to be registered with the
appropriate Provident Fund Commissioner. In accordance with the provisions of the EPF Act, the employers are
required to contribute to the Employees’ Provident Fund the prescribed percentage of the basic wages, dearness
allowances and remaining allowance (if any) payable to the employees. The employees shall also be required to
make an equal contribution to the fund. The Central Government under Section 5 of the EPF Act framed the
Employees Provident Scheme, 1952.
Employees' State Insurance Act, 1948 (the “ESI Act”)
The ESI Act provides for certain benefits to employees in case of sickness, maternity and employment injury and
includes provisions for certain other matters in relation thereto. The ESI Act requires all the employees of the
establishments to which this Act applies to be insured in the manner provided thereunder. Employer and
employees both are required to make contribution to the fund. The return of the contribution made is required to
be filed with the Employee State Insurance department.
Payment of Bonus Act, 1965
The Payment of Bonus Act, 1965 imposes statutory liability upon the employers of every establishment in which
20 or more persons are employed on any day during an accounting year to pay bonus to their employees. It further
provides for payment of minimum and maximum bonus and links the calculation for the payment of bonus payable
with production and productivity.
Payment of Gratuity Act, 1972 (the “Gratuity Act”)
The Gratuity Act applies, inter alia to every shop or establishment within the meaning of any law for the time
being in force in relation to shops and establishments in a state, in which ten or more persons are employed, or
were employed, on any day of the preceding twelve months. The Gratuity Act may also apply in case of such
other establishments or class of establishments, in which ten or more employees are employed, on any day of the
preceding twelve months, as the Central Government may notify. A shop or establishment to which the Gratuity
Act becomes applicable shall be continued to be governed by it irrespective of the number of persons employed
in such shop or establishment falling below ten at any time thereafter. The Gratuity Act provides for gratuity to
be payable to an employee on termination of his/her employment after he/she has rendered continuous service of
not less than five years on superannuation or his retirement or resignation or death or disablement due to accident
or disease. The five-year period shall be relaxed in case of termination of service due to death or disablement.
166The provisions of the Gratuity Act are applicable in consonance with the Payment of Bonus (Amendment) Act,
2015, which increased the wage threshold for determining applicability of the Act from ₹10,000 to ₹21,000 per
month. Additionally, the wage ceiling for calculation of bonus was increased from ₹3,500 to ₹7,000 per month.
Maternity Benefit Act, 1961 (the “Maternity Act”)
The Maternity Act provides for leave and right to payment of maternity benefits to women employees in case of
confinement or miscarriage etc. The Maternity Act is applicable to every establishment inter alia to every shop or
establishment within the meaning of any law for the time being in force in relation to shops and establishments in
a state, in which ten or more persons are employed, or were employed, on any day of the preceding twelve months;
provided that the State Government may, with the approval of the Central Government, after giving at least two
months’ notice shall apply any of the provisions of the Maternity Act to any specific establishments or class of
establishments, industrial, commercial, agricultural or otherwise.
The Maternity Benefit (Amendment) Act, 2017 amended the Maternity Act to provide for increase of paid
maternity leave from 12 to 26 weeks, unless the mother has two or more surviving children and introduced a
mandatory provision for creche facilities for employers with more than 50 employees.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the
“Prevention of Sexual Harassment Act”) and rules thereunder
In order to curb the rise in sexual harassment of women at workplace, the Prevention of Sexual Harassment Act
was enacted for prevention and redressal of complaints and for matters connected therewith or incidental thereto.
The terms “sexual harassment” and “workplace” are both defined in the Prevention of Sexual Harassment Act.
Every employer should also constitute an “Internal Complaints Committee” and every officer and member of the
company shall hold office for a period of not exceeding three years from the date of nomination. Any aggrieved
woman can make a complaint in writing to the Internal Committee in relation to sexual harassment of females at
workplace. Every employer has a duty to provide a safe working environment at workplace which shall include
safety from the persons coming into contact at the workplace, organising awareness programs and workshops,
display of rules relating to the sexual harassment at any conspicuous part of the workplace, providing necessary
facilities to the internal or local committee for dealing with the complaint, and any other procedural requirements
to assess the complaints. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Rules, 2013 framed under the Prevention of Sexual Harassment Act provides for inter alia manner of submission
of complaints in relation to sexual harassment, procedure for dealing with the complaints and details to be reflected
in the annual report to be prepared by the complaints committee as required under the provisions of the Prevention
of Sexual Harassment Act.
Contract Labour (Regulation and Abolition) Act, 1970 (the “CLRA”)
The CLRA is applicable to every establishment in which twenty or more workmen are employed or were employed
on any day of the preceding twelve months as contract labour, and to every contractor who employees or who
employed on any day of the preceding twelve months twenty or more workmen. Under the CLRA, a ‘principal
employer’ is defined to include (in the case of establishments other than factories, mines, or Government offices/
departments) as any person responsible for the supervision and control of the establishment. The CLRA provides
for, inter alia registration of establishments employing contract labour, licensing of contractors as well as
circumstances in which such licenses can be revoked, as well as provisions in relation to welfare and health of
contract labour. Under the CLRA, if any amenity is not provided by the relevant contractor to the contract labour
in accordance with the provisions of the Act, such amenity is required to be provided by the principal employer.
The Central Government or the relevant State Government is empowered to frame rules for carrying out the
various provisions of the CLRA.
In addition to aforementioned material legislations, certain labour laws which may be applicable to our Company
due to the nature of the business activities are Contract Labour (Regulation and Abolition) Act, 1970; Payment of
167Wages Act, 1936; Payment of Bonus Act, 1965; Employees’ State Insurance Act, 1948; Employees’ Provident
Funds and Miscellaneous Provisions Act, 1952; Equal Remuneration Act, 1976; Payment of Gratuity Act, 1972;
Minimum Wages Act, 1948; Employee’s Compensation Act, 1923; and Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act and Rules, 2013.
In order to rationalize and reform labour laws in India, the Government has enacted the following codes*:
a) Code on Wages, 2019, which regulates and amalgamates 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 received the assent of the President of India on
August 8, 2019. It regulates, inter alia, the minimum wages payable to employees, the manner of payment
and calculation of wages and the payment of bonus to employees.
b) 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 and simplifies the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act,
1946 and the Industrial Disputes Act, 1947.
c) Code on Social Security, 2020, which amends and consolidates laws relating to social security, and
subsumes various social security related legislations, inter alia including the Employee’s Compensation
Act, 1923, Employee’s State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952, the Maternity Benefit Act, 1961 and the Payment of Gratuity Act, 1972. It governs
the constitution and functioning of social security organisations such as the Employee’s Provident Fund
and the Employee’s State Insurance Corporation, regulates the payment of gratuity, the provision of
maternity benefits and compensation in the event of accidents that employees may suffer, among others.
d) Occupational Safety, Health and Working Conditions Code, 2020*, which amends and subsumes certain
existing legislations, including Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act,
1970, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979
and the Building and Other Construction Workers (Regulation of Employment and Conditions of Service)
Act, 1996
*The Occupational Safety, Health and Working Conditions Code, 2020, the Code on Social Security, 2020, the Industrial Relations Code,
2020, and the Code on Wages, 2019 have received the President’s assent, and will come into force at a date notified by the Central Government.
With respect to Code on Wages, 2019, 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. Further, through a notification dated March 01,
2021 the Ministry of Labour and Employment has issued the Code on Wages (Central Advisory Board) Rules, 2021 which shall come into
force on the date of their publication in the Official Gazette. With respect to Code on Social Security, 2020, certain provisions of this code
pertaining to application of Aadhar number, Employees’ Pension Scheme, 1995 and Employees’ Provident Funds and Miscellaneous
Provisions Act 1952, have been brought into force by the Ministry of Labour and Employment through notifications dated April 30, 2021 and
May 03, 2023.
Shops and establishments legislations
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 working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of
shops and establishments and other rights and obligations of the employers and employees. All industries have to
be registered under the shops and establishments legislations of the state where they are located. There are
penalties prescribed in the form of monetary fine or imprisonment for violation of the legislations.
168Intellectual Property Laws
Intellectual property in India enjoys protection under both common law and statutes. Under statutes, India provides
for patent protection under the Patents Act, 1970, copyright protection under the Copyright Act, 1957 and
trademark protection under the Trade Marks Act, 1999. These enactments provide for the protection of intellectual
property by imposing civil and criminal liability for infringement. In addition to the domestic laws, India is party
to several international intellectual property related instruments including the Patent Cooperation Treaty, 1970,
the Paris Convention for the Protection of Industrial Property, 1883, the Berne Convention for the Protection of
Literary and Artistic Works, 1886, the Universal Copyright Convention adopted at Geneva in 1952, the
International Convention for the Protection of Performers, Producers of Phonograms and Broadcasting
Organizations, 1961, and as a member of the World Trade Organisation, India also is a signatory to the Agreement
on Trade Related aspects of Intellectual Property Rights (“TRIPS”).
Copyright Act, 1957 and the rules thereunder
The Copyright Act, 1957, along with the Copyright Rules, 1958, (collectively, “Copyright Laws”) serve to create
property rights for certain kinds of intellectual property, generally called works of authorship. The Copyright Laws
protect the legal rights of the creator of an ‘original work’ by preventing others from reproducing the work in any
other way. The intellectual property protected under the Copyright Laws includes literary works, dramatic works,
musical works, artistic works, cinematography, and sound recordings. The Copyright Laws prescribe fine,
imprisonment or both for violations, with enhanced penalty on second or subsequent convictions. While copyright
registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work,
registration constitutes prima facie evidence of the particulars entered therein and may expedite infringement
proceedings and reduce delay caused due to evidentiary considerations. Upon registration, the copyright protection
for a work exists for a period of 60 years following the demise of the author. Reproduction of a copyrighted work
for sale or hire, issuing of copies to the public, performance or exhibition in public, making a translation of the
work, making an adaptation of the work and making a cinematograph film of the work without consent of the
owner of the copyright are all acts which expressly amount to an infringement of copyright.
The Patents Act, 1970 (the “Patents Act”)
The Patents Act governs the patent regime in India. Being a signatory to the TRIPS, India is required to recognize
product patents as well as process patents. In addition to the broad requirement that an invention satisfy the
requirements of novelty, utility and non-obviousness in order for it to avail patent protection, the Patents Act
further provides that patent protection may not be granted to certain specified types of inventions and materials
even if they satisfy the above criteria.
Section 39 of the Patents Act also prohibits any person resident in India from applying for a patent for an invention
outside India without making an application for a patent for the same invention in India. The term of a patent
granted under the Patents Act pursuant to Section 53 is for a period of twenty years from the date of filing of the
application for the patent. A patent shall cease to have effect if the renewal fee is not paid within the period
prescribed for the payment of such renewal fee. Further, the Patents Act also provides for the recognition of
product patents in respect of food, medicine and drugs; that import of patented products will not be considered as
an infringement; and that under certain circumstances, the burden of proof in case of infringement of process
patents may be transferred to the alleged infringer.
The Trademarks Act, 1999 (“Trademarks Act”)
The Trademarks Act provides for the application and registration of trademarks in India for granting exclusive
rights to marks such as a brand, label and heading and obtaining relief in case of infringement. The Trademarks
Act also governs the statutory protection of trademarks and also prohibits any registration of deceptively similar
trademarks or chemical compounds, among others. Indian law permits the registration of trademarks for both
169goods and services It also provides for infringement, falsifying and falsely applying for trademarks. 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 are required to be restored. 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 to international practice.
Design Act, 2000
It is an Act to consolidate and amend the law relating to the protection of designs which came into force on May
11, 2001. Design Act is a complete code in itself and is statutory in nature and protects new or original designs
from getting copied which cause loss to the proprietor. The proprietor upon registration gets ‘copyrights in design’
for the period of 10 years from the date of registration which can be renewed for a second period of five years,
before the expiration of original period of 10 years. The controller registers a design under this Act after verifying
that the design of any person, claiming to be the proprietor, is the new or original design not previously published
anywhere in any country and is not against any public policy or morality. Any obvious or fraudulent imitation of
a design, which is already registered, without the consent of its proprietor, is unlawful. It also prohibits the import
of any material which closely resembles a registered design.
Laws governing foreign investments
Foreign investment in India is governed by the provisions of The Foreign Exchange Management Act, 1999
(“FEMA”), the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (“FEMA NDI 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.
In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which
means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50%
or common control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA
Non-Debt Instruments 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 and 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%).
The consolidated Foreign Direct Investment Policy of 2020 (the “Consolidated FDI Policy”)
Foreign investment in India is governed by the provisions of FEMA Rules along with the 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 current FDI Policy (effective
October 15, 2020) 100% foreign direct investment is permitted in the manufacturing sector, under the automatic
route, subject to compliance with certain prescribed conditions. In terms of the SEBI FPI Regulations, the
investment in Equity Shares by a single FPI or an investor group (which means multiple entities registered as FPIs
and directly or indirectly having common ownership of more than 50% or common control) must be below 10%
of our post-Offer Equity Share capital. Further, in terms of the FEMA Rules, the total holding by each FPI or an
investor group shall be below 10% of the total paid-up Equity Share capital of our Company and 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%).
170Laws relating to taxation
In addition to the aforementioned material legislations which are applicable to our Company, some of the tax
legislations that may be applicable to the operations of our Company include:
1. Income Tax Act 1961, the Income Tax Rules, 1962, as amended by the Finance Act in respective years;
2. Central Goods and Service Tax Act, 2017, the Central Goods and Service Tax Rules, 2017 and various
state-specific legislations made thereunder;
3. The Integrated Goods and Service Tax Act, 2017;
4. State-specific legislations in relation to professional tax;
5. State-specific value added tax and sales tax act, and the central sales tax act, including the rules framed
thereunder; and
6. Indian Stamp Act, 1899 and various state-specific legislations made thereunder.
In addition to the above, our Company is required to comply with the provisions of the Indian Contract Act, 1872,
Companies Act, 2013, Transfer of Property Act, 1882, Central Excise Act, 1944, Indian Stamp Act, 1899, Foreign
Exchange Management Act, 1999, Prevention of Corruption Act, 1988, to the extent applicable, Customs Act,
1962, Customs Tariff Act, 1975, Insolvency and Bankruptcy Code, 2016, and other applicable laws and
regulations imposed by the central and state governments and other authorities for its day-to-day operations.
171HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of Our Company
Our Company was originally formed as a partnership firm under the name ‘M/s Monika Enterprise’ (“Partnership
Firm”) pursuant to a deed of partnership dated February 12, 2015 under the Indian Partnership Act, 1932 (“Partnership
Act”). Subsequently, Fresh Certificate of Registration dated May 04, 2018 bearing number MU000009640 was issued by
Registrar of Firms. The partnership firm was thereafter converted from ‘M/s Monika Enterprise’ into Public Limited
Company under Section 366 Part I of Chapter XXI of the Companies Act, 2013, as ‘Monika Alcobev Limited’ under the
Companies Act, 2013, pursuant to a certificate of incorporation dated January 17, 2022 issued by the Registrar of
Companies, Central Registration Centre.
Changes in the registered office of our Company
Except as disclosed below, there has been no change in the registered office of our Company since incorporation:
Date of change of Details of change Reason for change
registered office
January 30, 2025 The registered office of our Company was changed from Unit No. For administrative
1107, 11th Floor, Remi Commercio Shah lnd. Estate, Andheri and operational
West, Mumbai - 400053, Maharashtra, India to 2403, 24th Floor, purposes.
Signature, Suresh Sawant Road, Off. Veera Desai Road, Andheri
(West), Mumbai - 400053, Maharashtra, India
Main Objects of our Company
The main objects contained in our Memorandum of Association are as follows:
1. To convert the business of M/s. Monika Enterprise, a partnership firm registered on May 04, 2018 under the Indian
Partnership Act, 1932 vide Registration No. MU000009640 and to carry and continue the complete business and
operations of the said firm under the name of the Company, i.e., 'Monika Alcobev Limited' pursuant to the provision
of Section 366 under Part I of Chapter XXI of the Companies Act, 2013 which specifically deals with Companies
Authorised to Register under this Act read with Companies (Authorised to Register) Rule 2014 and Companies
(Authorised to Register) Second Amendment Rule, 2018 and subsequently after conversion to take over all assets
and liabilities of M/s. Monika Enterprise on a going concern basis.
2. To carry on in India or elsewhere the business as manufacture, processor, producer, importer, exporter, distiller,
refiner, fermenter, converter, bottler, distributor, preserver, packer, mover, consignor, seller, buyer, reseller,
transporter, stockiest, agent, sub-agent, broker, supplier, indentor, concessionaire or otherwise to deal in all types
of hard drinks, spirits, syrups, effervescent drinks, alcoholic beverages, beer, ale and related beverages; distilled
spirits bourbon, brandy, gin, rum, tequila, vodka, whiskey and champagne; and wine including wines made from
fermented grape juice such as red wine, white wine, sparkling wine; rice and barley wine, wines made from fruits
other than grapes.
The main objects as contained in our Memorandum of Association enable our Company to carry on the business presently
being carried out.
Amendments to our Memorandum of Association in the last 10 years
Set out below are the amendments to our Memorandum of Association since incorporation of our Company:
172Date of Shareholders’ Nature of amendment
resolution
October 05, 2024 Clause 5 of our Memorandum of Association was amended to reflect the Alteration of
the authorized share capital of our Company from ₹ 2,50,00,000 (Rupees Two Crore
Fifty lakhs) consisting of 25,00,000 (Twenty-Five lakhs) Equity Shares of ₹10 each to
₹ 24,50,00,000 (Rupees Twenty-Four Crore and Fifty lakhs) consisting of 2,45,00,000
(Two Crores Forty-Five lakhs) Equity Shares of ₹10 each.
Major events and milestones of our Company
The table below sets forth the major events and milestones in the history of our Company:
Year Particulars
2015 Constituted as a partnership firm in the name of ‘M/s Monika Enterprise’.
2022 Conversion of partnership firm of ‘M/s Monika Enterprise’ into a public limited
company under the name of ‘Monika Alcobev Limited’.
2023 Our Company has surpassed turnover of ₹ 10,000.00 lakhs
2024 Our Company has surpassed turnover of ₹ 15,000.00 lakhs
2025 Our Company has surpassed turnover of ₹ 20,000.00 lakhs
Awards and Accreditations
Year Awards*^
2023 Dow’s 20 Year Old Port, Portugal was awarded best in show medal at India Wine Awards, 2022.
2023 Rutini Cabernet Sauvignon 2018, Argentina was awarded gold medal at India Wine Awards, 2022.
2024 Borgo Conventi Pinot Grigio Collio DOC 2021, Italy was awarded a gold medal at the India Wine
Awards, 2023.
2024 19:59 Single Varietal Gewurztraminer 2021, Germany was awarded a silver medal at the India
Wine Awards, 2023.
2024 Vina San Pedro Sideral 2020, Chile was awarded a best in show medal at the India Wine Awards,
2023.
2025 Avalon Winery Cabernet Sauvignon 2020 USA, was awarded gold medal at the Prowine and
ProSpirits Challenge, 2024.
2025 Berton Vineyards Limited Reserve Barossa Valley Shiraz 2018, Australia, was awarded best in
show medal at the India Wine and Spirits Awards, 2024.
2025 Raeburn Pinot Noir Sonoma County 2021, USA, was awarded Best in Show medal at the India
Wine and Spirits Awards, 2024.
2025 Villa Sandi Il Fresco Prosecco Treviso Brut DOC NV, Italy, was awarded gold medal at the India
Wine and Spirits Awards, 2024.
2025 Bodegas Rutini Colección Malbec 2020, Argentina, was awarded silver medal at the India Wine
and Spirits Awards, 2024.
2025 Cointreau was awarded best in show medal at the India Wine and Spirits Awards, 2024.
2025 1800 Cristalino Tequila, was awarded best in show medal at the India Wine and Spirits Awards,
2024.
2025 Bushmills 12 Year Single Malt Irish Whiskey was awarded gold medal at the India Wine and Spirits
Awards, 2024.
2025 The Botanist Islay Dry Gin was awarded gold medal at the Prowine and ProSpirits Challenge, 2024.
2025 Lucifer's Gold Blend of Bourbon & Scotch Whisky was awarded silver medal at the India Wine
and Spirits Awards, 2024.
2025 St Remy VSOP was awarded gold medal at the Prowine and ProSpirits Challenge, 2024.
* All spirits and wines awarded are exclusively sold and marketed by our Company in India and Indian Sub-continent.
^Our Company received a total of 65, 16 and 3 product showcase awards as on Fiscal 2025, 2024 and 2023 respectively.
173Significant financial and strategic partnerships
As of the date of this Prospectus, our Company does not have any significant financial or strategic partnerships.
Time/cost overrun
There has been no time or cost over-run in respect of our business operations.
Launch of key products or services, entry into new geographies or exit from existing
For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, see “Our Business” beginning on page 142.
Capacity/facility creation, location of plants
Our Company does not have any plants as on the date of this Prospectus.
Defaults or rescheduling of borrowings with financial institutions/banks
There have been no defaults on repayment of any loan availed from any banks or financial institutions. Further, there has
been no re-scheduling/ re-structuring in relation to borrowings availed by our Company from any financial institutions or
banks.
Material acquisitions of businesses or divestment of business / undertakings, mergers, amalgamation or
revaluation of assets, if any since incorporation
Our Company has not acquired any material business or undertaken any mergers or amalgamations or divestments of
business or undertaking or undertaken any revaluation of assets since its incorporation.
Shareholders Agreement and other agreements
Our Company has not entered into any shareholders’ agreements. Further, except as set out below, our Company has not
entered into any other agreements other than in the ordinary course of business, as on the date of this Prospectus.
Revaluation of Assets
Our Company has not revalued its assets since incorporation.
Holding Company
As of the date of this Prospectus, our Company does not have a holding company.
Our Subsidiaries
As on the date of this Prospectus, our Company does not have any subsidiaries.
Details of our Associates
As on the date of this Prospectus, our Company does not have any Associates.
174Joint Venture of our Company
As of the date of this Prospectus, our Company does not have any joint ventures.
Guarantees given by our Promoters
For details with respect to guarantees given by the Promoter, see “Restated Financial Statements” on page 204 of this
Prospectus.
Key terms of other subsisting material agreements
Our Company has not entered into any subsisting material agreements, other than in the ordinary course of business of
our Company. For details on business agreements of our Company, see “Our Business” on page 142.
Agreements with Key Managerial Personnel, Director, or any other employee
There are no agreements entered into by a Key Managerial Personnel or 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.
Existence of any special rights to Shareholders
As on the date of this Prospectus, there are no special rights granted to Shareholders.
175OUR MANAGEMENT
Board of Directors
In terms of the Companies Act and our Articles of Association, our Company is authorized to have a minimum of three
Directors and maximum of up to fifteen Directors, provided that our Shareholders may appoint more than fifteen Directors
as per the provisions of the Act.
As on the date of this Prospectus, our Board comprises of 5 (five) Directors, including 1 (one) Managing Director, 1 (one)
Chairman and Whole Time Director and 3 (three) Independent Directors (including one Woman Director). Our Company
is in compliance with the corporate governance laws prescribed under the SEBI Listing Regulations and the Companies
Act, 2013 in relation to the composition of our Board and constitution of committees thereof.
Name, age, date of birth, address, occupation, Designation Directorships in other
nationality, period and term and DIN companies
Kunal Bhimji Patel Managing Indian Companies
Director
Age (Years): 33 1. 7INK Brews Private Limited
2. 7INK Ventures Private
Date of birth: December 21, 1991 Limited
3. Dionysus Bevtech LLP
Address: Flat No.- 3304, 33rd Floor, Wing B-2, Oberoi 4. BNP Paribar Commercials
Springs, Off Link Road, Andheri West, Mumbai – 400 058, LLP
Maharashtra, India. 5. Infinity Global Supply Chain
Limited
Occupation: Business
Current term: Five years up to September 30, 2029. Foreign Companies
Period of directorship: Director since January 17, 2022 1. Nil
DIN: 03039030
Nationality: Indian
Bhimji Nanji Patel Chairman and Indian Companies
Wholetime
Age (Years): 55 Director 1. 7INK Brews Private Limited
2. 7INK Ventures Private
Date of birth: December 7, 1969 Limited
3. Nem (India) Development &
Address: Flat No.- 3304, 33rd Floor, Wing B-2, Oberoi Construction Private
Springs, Off Link Road, Andheri West, Mumbai – 400 058, Limited.
Maharashtra, India. 4. BNP Paribar Commercials
LLP
Occupation: Business 5. Infinity Global Supply
Chain Limited
Current term: Five years up to September 30, 2029*
Foreign Companies
Period of directorship: Director since January 17, 2022
1. Nil
DIN: 00253030
Nationality: Indian
Prasannakumar Baliram Gawde Independent Indian Companies
Director
Age (Years): 58 SD Realty Private Limited
Livlong Protection & Wellness
176Name, age, date of birth, address, occupation, Designation Directorships in other
nationality, period and term and DIN companies
Date of birth: September 18, 1966 Solutions Limited
Address: Flat No. 402, Building-22, Evershine Milennium, Foreign Companies
Paradise, Thakur Village, Kandivali East, Mumbai – 400101,
Maharashtra, India Nil
Occupation: Professional
Current term: Five Years up to January 30, 2029.
Period of directorship: Director since January 31, 2024
DIN: 01456510
Nationality: Indian
Nayan Jagdishchandra Rawal Independent Indian Companies
Director
Age (Years): 60 1. Garware Hi-Tech Films
Limited
2. Lalitha Jewellery Mart
Date of birth: September 13, 1964
Limited
3. Platinova Inventech Private
Address: L-303, Panchsheel Gardens, New Mahavir Nagar,
Kandivali West, Mumbai - 400067, Maharashtra, India Limited
4. NRA Law LLP
Occupation: Professional
Current term: Five years up to December 22, 2028
Period of directorship: Director since December 23, 2023
Foreign Companies
DIN: 00184945
Nil
Nationality: Indian
Jagruti Prashant Sheth Independent Indian Companies
Director
Age (Years): 52 a. Zenotech Laboratories
Limited
Date of birth: November 12, 1972 b. R N Marwah & Co LLP
Address: 405, Maitri Residency 1 C.H.S. Limited, Poisar
Gymkhana Road, Near Kamla Vihar Sports Club, Kandivali Foreign Companies
West, Mumbai – 400 067, Maharashtra, India.
Nil
Occupation: Professional
Current term: Five years up to February 21, 2030.
Period of directorship: Director since February 22, 2025
DIN: 07129549
Nationality: Indian
*Our Whole-Time Director was appointed as chairman of the Board of Directors w.e.f. February 1, 2025 pursuant to a
resolution passed by the Board of Directors in its meeting held on February 17, 2025.
177Brief biographies of our Directors
Bhimji Nanji Patel is the Promoter, Chairman and Wholetime Director of our Company. He has been associated with
our Company since incorporation. Despite lacking formal qualifications, he is a highly skilled individual with a robust
background in management. Previously, he was associated with Bhimji Nanji Patel HUF as Karta, Infinity as a Partner
and Monika Enterprise as a Partner. With over 18 years of experience in the field of clothing and alcohol beverage
industry, he is currently overseeing financing and licensing department of the Company.
Kunal Bhimji Patel is the Promoter, Managing Director of our Company. He has been associated with our Company
since incorporation. He holds a Bachelor of Commerce degree from the University of Mumbai. Previously, he was
associated with Monika Enterprises as a Partner. With a decade of experience in the alcohol beverage industry, he is
currently looking after the sales, marketing and operations of our Company.
Prasannakumar Baliram Gawde is an Independent Director of our Company. He has been associated with the Company
since January, 2024. He is a qualified Chartered Accountant and holds a certificate of Practice from the Institute of
Chartered Accountants of India.
Nayan Jagdishchandra Rawal is an Independent Director of our Company. He has been associated with the Company
since December, 2023. He holds a Bachelors of Law Degree from the University of Mumbai, a Company Secretary from
the Institute of Company Secretaries of India and a Doctor of Letters in the specialization of Business Management from
McStem Eduversity, USA.
Jagruti Prashant Sheth is an Independent Director of our Company. She has been associated with the Company since
February, 2025. She holds a Bachelors of Commerce degree from University of Bombay, a Bachelor of Laws Degree
from the University of Mumbai. She is a qualified as a Chartered Accountant from Institute of Chartered Accountant of
India. She is associated with the Insolvency and Bankruptcy board as Insolvency Resolution Professional.
Arrangement or understanding with major shareholders, customers, suppliers or others
None of our Directors have been appointed to our Board pursuant to any arrangement or understanding with major
Shareholders, customers, suppliers or others.
Service contract with Directors
No officer of our Company, including our Directors have entered a service contract with our Company pursuant to which
they are entitled to any benefits upon termination of employment.
Details of directorships in companies suspended or delisted
None of our Directors is or was, during the last five years preceding the date of this Prospectus, a director of any listed
company whose shares have been or were suspended from being traded on the Stock Exchange during their tenure as a
director in such company.
None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange,
during their tenure as a director in such company.
Confirmations
None of our Directors have given any guarantees to any third party, with respect to the Equity Shares, as of the date of
this Prospectus.
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 them to become or to help them qualify as a
178Director, or otherwise for services rendered by them or by the firm or company in which they are interested, in connection
with the promotion or formation of our Company.
Further, none of our Directors has been identified as Wilful Defaulters or Fraudulent Borrower as defined under the SEBI
ICDR Regulations.
None of our Directors has been declared a fugitive economic offender in accordance with the Fugitive Economic
Offenders Act, 2018.
None of our Directors is 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.
Relationships between our Directors, Key Managerial Personnel and Senior Managerial Personnel
Except as disclosed below, there is no relationship between our Directors, Key Managerial Personnel and Senior
Managerial Personnel as on the date of this Prospectus.
Sr. No. Name of Director/KMP/SM Relative Relationship
1. Bhimji Nanji Patel Kunal Bhimji Patel Father - Son
Payment or benefit to Directors of our Company
Remuneration to Executive Directors:
1. Kunal Bhimji Patel
Kunal Bhimji Patel has been a Director on the Board of our Company since January 17, 2022. He was appointed
as the Whole Time Director of our Company pursuant to a special resolution passed at the Annual General Meeting
of the Company dated September 28, 2024 for a period of 5 years with effect from October 1, 2024 up to September
30, 2029. He was re-designated as the Managing Director of the Company pursuant to a Special Resolution passed
at the extra ordinary general meeting of the Company dated February 22, 2025. Pursuant, to the Shareholder’s
resolution dated September 28, 2024, Kunal Bhimji Patel is entitled to the following salary and perquisites for
Financial Year 2024 – 2025:
Basic Salary: ₹ 6.50 lakhs per month.
Perquisites: Kunal Bhimji Patel is eligible to receive the following perquisites –
a. House Rent Allowance;
b. Conveyance Allowance;
c. Leave Travel Allowance;
d. Bonus;
e. Reimbursement of medical expenses (whether in India or Abroad) and medical expenses for self and family;
f. Fees of clubs subject to maximum two clubs which include admission fees but will not include life membership
fees;
g. Use of car with driver and telephone and internet facilities at residence and mobile phone facility;
h. Personal accident insurance
i. Assignment of Key Man and other insurance policies obtained by the Company
Kunal Bhimji Patel received remuneration of ₹ 57.71 lakhs (Gross) for Fiscal 2025.
2. Bhimji Nanji Patel
179He was appointed as the Whole Time Director of our Company pursuant to a Special Resolution passed at the
Annual General Meeting of the Company dated September 28, 2024 for a period of 5 years with effect from October
1, 2024 up to September 30, 2029. He was re-designated as the Chairman and Whole Time Director of the Company
pursuant to a Special Resolution passed at the extra ordinary general meeting of the Company dated February 22,
2025. Pursuant, to the Shareholder’s resolution dated September 28, 2024, Bhimji Nanji Patel is entitled to the
following salary and perquisites for Financial Year 2024 – 2025:
Basic Salary: ₹ 6.50 lakhs per month
Perquisites:
a. House Rent Allowance;
b. Conveyance Allowance;
c. Leave Travel Allowance;
d. Bonus;
e. Reimbursement of medical expenses (whether in India or Abroad) and medical expenses for self and family;
f. Fees of clubs subject to maximum two clubs which include admission fees but will not include life membership
fees;
g. Use of car with driver and telephone and internet facilities at residence and mobile phone facility;
h. Personal accident insurance
i. Assignment of Key Man and other insurance policies obtained by the Company
Bhimji Nanji Patel received remuneration of ₹ 67.92 lakhs (Gross) for Fiscal 2025.
Sitting fees of Non-Executive and Independent Directors:
Pursuant to appointment letters dated February 22, 2025, December 23, 2023, January 31, 2024, each Independent
Director, is entitled to receive a sitting fees of ₹ 10,000 towards Board Meeting and for all committee of Board attended,
a consolidated fees of ₹ 10,000.
Shareholding of Directors in our Company
Our Articles of Association do not require our Directors to hold any qualification shares. Except as disclosed below, none
of our Directors hold any Equity Shares in our Company:
Name of Director Number of Equity Shares held
Bhimji Nanji Patel 91,17,122
Kunal Bhimji Patel 42,00,000
Interest of Directors
All our Independent Directors may be deemed to be interested to the extent of sitting fees payable, if any, to them for
attending meetings of our Board and committees thereof, and reimbursement of expenses available to them. Our
Executive Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses payable
to them as stated in “Our Management” on page 176.
The Directors may also be regarded as interested in the Equity Shares held by them or by their relatives, if any, or that
may be subscribed by or allotted to them or the companies, firms and trusts, in which they are interested as directors,
members, partners, trustees and promoters, pursuant to this Offer. Our Directors may also be deemed to be interested to
the extent of any dividend payable to them and other distributions in respect of such Equity Shares.
180Bonus or profit-sharing plan of the Directors
None of our Directors are party to any bonus or profit-sharing plan of our Company.
Changes in the Board in the last three years
Except as stated below, there has been no change in the Board in the three preceding years:
Name Date of change Reason for change
Dhara Kunal Patel February 26, 2025 Resignation due to Pre-Occupation
Prasannakumar Baliram Gawde January 31, 2024 Appointment
Nayan Jagdishchandra Rawal December 23, 2023 Appointment
Jagruti Prashant Sheth February 22, 2025 Appointment
Note: This table does not include details of regularisations of additional Directors and changes in designation.
Borrowing powers of Board
In accordance with the Articles of Association and applicable provisions of the Companies Act, 2013, and pursuant to
the board resolution dated September 3, 2023 and special resolution dated December 23, 2023 passed by the Shareholders,
the Board may borrow as and when required from any Bank and/or other Financial Institutions and/or foreign lender
and/or anybody corporate/entity/ entities and/or authorities either in rupees or in such other foreign currencies as may be
permitted by law from time to time, as may be deemed appropriate by the Board for an aggregate amount not exceeding
a sum of ₹500 crores (Rupees Five Hundred Crores Only) (notwithstanding that the monies to be borrowed, together with
the monies already borrowed by the Company (apart from the temporary loans obtained from the Company’s bankers in
the ordinary course of business), may exceed the aggregate, for the time being, of the paid up capital of the Company and
its free reserves not set apart for any specific purpose.
Corporate Governance
In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance,
provisions of the SEBI Listing Regulations (to the extent applicable) will be applicable to our Company immediately up
on the listing of Equity Shares on the Stock Exchange.
The requirements pertaining to constitution of the committees such as the Audit Committee, Stakeholders Relationship
Committee, Nomination and Remuneration Committees have been complied with. Our Board undertakes to take all
necessary steps to continue to comply with all the requirements of Listing Regulations and the Companies Act, 2013.
Our Board has been constituted in compliance with the Companies Act, 2013 and in accordance with the best practices
in corporate governance. Our Board functions either as a full board or through various committees constituted to oversee
specific operational areas.
Committees of our Board
In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted
the following committees of the Board of directors:
a. Audit Committee;
b. Nomination and Remuneration Committee
c. Stakeholders’ Relationship Committee;
d. Corporate Social Responsibility Committee; and
e. IPO Committee
181Audit Committee
The Audit committee was constituted by a resolution of our Board dated January 31, 2024 and was re-constituted by
Board dated February 26, 2025. The current constitution of the Audit Committee is as follows:
Name of the Director Position in the Committee Designation
Prasannakumar Baliram Gawde Chairman Independent Director
Kunal Bhimji Patel Member Managing Director
Jagruti Prashant Sheth Member Independent Director
Nayan Jagdishchandra Rawal Member Independent Director
The Company Secretary and Compliance Officer of the Company will act as the Secretary of the Committee.
The constitution, scope, function and terms of the Audit Committee are 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:
Powers of Audit Committee
The Audit Committee shall have powers, including the following:
1. To investigate any activity within its terms of reference;
2. To seek information from any employee;
3. To obtain outside legal or other professional advice;
4. To secure attendance of outsiders with relevant expertise, if it considers necessary; and
5. such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
Role of Audit Committee
The role of the Audit Committee together with its powers as Part C of Schedule II of SEBI Listing Regulation, 2015 and
Companies Act, 2013 shall be as under:
(1) oversight of financial reporting process and the disclosure of financial information relating to the Company to ensure
that the financial statements are correct, sufficient and credible;
(2) recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors
of the Company and the fixation of the audit fee;
(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(4) formulation of a policy on related party transactions, which shall include materiality of related party transactions;
(5) reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant
to each of the omnibus approvals given;
(6) examining and reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the Board for approval, with particular reference to:
a. 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
b. Changes, if any, in accounting policies and practices and reasons for the same;
182c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Modified opinion(s) in the draft audit report.
(7) reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the
Board for approval;
(8) 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 Issue
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;
(9) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
(10) approval of any subsequent modification of transactions of the Company with related parties and omnibus approval
for related party transactions proposed to be entered into by the Company, subject to the conditions as may be
prescribed;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the
SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.
(11) scrutiny of inter-corporate loans and investments;
(12) valuation of undertakings or assets of the Company, wherever it is necessary;
(13) evaluation of internal financial controls and risk management systems;
(14) reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
(15) 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;
(16) discussion with internal auditors of any significant findings and follow up there on;
(17) 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;
(18) 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;
(19) recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees
and approval for payment for any other services;
183(20) looking into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case
of non-payment of declared dividends) and creditors;
(21) reviewing the functioning of the whistle blower mechanism;
(22) monitoring the end use of funds raised through public offers and related matters;
(23) overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly
hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine
concerns in appropriate and exceptional cases;
(24) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience and background, etc.
of the candidate;
(25) reviewing the utilization of loans and/or advances from / investment by the holding company in the subsidiary
exceeding ₹ 1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans /
advances / investments existing;
(26) carrying out any other functions required to be carried out as per the terms of reference of the Audit Committee as
contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time;
(27) consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the Company and its members; and
(28) to review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for internal control
under the said regulations are adequate and are operating effectively; and
(29) Such roles as may be prescribed under the Companies Act, SEBI Listing Regulations and other applicable
provisions.
(30) Approve all related party transactions and subsequent material modifications
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted by a resolution of our Board dated January 31, 2024 and
was re-constituted by Board dated February 26, 2025. The current constitution of the Nomination and Remuneration
Committee is as follows:
Name of the Director Position in the Committee Designation
Nayan Jagdishchandra Rawal Chairman Independent Director
Prasannakumar Baliram Gawde Member Independent Director
Jagruti Prashant Sheth Member Independent Director
Bhimji Nanji Patel Member Chairman and Whole Time Director
The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with
the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The terms of reference of Nomination and Remuneration
Committee shall include the following:
184(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors of the 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 above policy, should ensure that:
(i) 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;
(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(iii) remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short-term and long-term performance objectives appropriate to the
working of the Company and its goals.
(2) Formulation of criteria for evaluation of performance of independent directors and the Board;
(3) Devising a policy on Board diversity;
(4) Identifying persons who are qualified to become directors and who may be appointed as senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying
out effective evaluation of performance of Board, its committees and individual directors (including independent
directors) to be carried out either by the Board, by the Nomination and Remuneration Committee or by an
independent external agency and review its implementation and compliance;
(5) Analysing, monitoring and reviewing various human resource and compensation matters;
(6) Deciding 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;
(7) Determining the Company’s policy on specific remuneration packages for executive directors including pension
rights and any compensation payment, and determining remuneration packages of such directors;
(8) Recommending to the board, all remuneration, in whatever form, payable to senior management and other staff,
as deemed necessary;
(9) Reviewing and approving the Company’s compensation strategy from time to time in the context of the then
current Indian market in accordance with applicable laws;
(10) 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, if applicable;
(11) Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended
from time to time, including:
(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating
to the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable.
(12) Administering monitoring and formulating detailed terms and conditions the employee stock option scheme/ plan
approved by the Board and the members of the Company in accordance with the terms of such scheme/ plan
(“ESOP Scheme”), if any;
185(13) Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the
Company and eligible employees under the ESOP Scheme, and prescribing, amending and/ or rescinding rules
and regulations relating to the administration of the ESOP Scheme;
(14) Perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act,
2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or
regulatory authority.
(15) 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:
(a) use the services of an external agencies, if required;
(b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(c) consider the time commitments of the candidates.
(16) Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as
contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted pursuant to a meeting of our Board held on February 26,
2025. The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act, 2013 and
Regulation 20 of the SEBI Listing Regulations. The Stakeholders’ Relationship Committee currently consists of:
Name of the Director Position in the Committee Designation
Prasannakumar Baliram Gawde Chairperson Independent Director
Nayan Jagdishchandra Rawal Member Independent Director
Bhimji Nanji Patel Member Chairman and Whole Time Director
Jagruti Prashant Sheth Member Independent Director
The role of Stakeholder Relationship Committee, together with its powers, is as follows:
1. Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other
security holders;
2. Resolving the grievances of the security holders of the listed entity including complaints related to transfer /
transmission of shares or debentures, including non-receipt of share or debenture certificates and review of cases for
refusal of transfer / transmission of shares and debentures, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such
complaints;
3. Review of measures taken for effective exercise of voting rights by members;
4. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures
or any other securities;
1865. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation
of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to
shares, debentures and other securities from time to time;
6. Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the registrar and share transfer agent of the Company and to recommend measures for overall
improvement in the quality of investor services;
7. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the members of the
company; and
8. Carrying out such other functions as may be specified by the Board from time to time or specified / provided under
the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted by our Board at its meeting held on January 18, 2024
in accordance with Section 135 of the Companies Act. The current constitution of the Corporate Social Responsibility
Committee is as follows:
Name of the Director Position in the Committee Designation
Bhimji Nanji Patel Chairperson Chairman and Whole Time Director
Kunal Bhimji Patel Member Managing Director
Nayan Jagdishchandra Rawal Member Independent Director
The terms of reference of the Corporate Social Responsibility Committee include the following:
a. Formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy;
b. Recommend the amount of expenditure to be incurred on the CSR activities;
c. To review and recommend the Corporate Social Responsibility Report (CSR Report) to the Board for its approval;
d. Monitor Corporate Social Responsibility Policy of the Company from time to time;
e. Monitor the CSR activities undertaken by the Company;
f. Evaluate its performance annually;
g. Perform such other functions as may be required under the relevant provisions of the Companies Act, 2013, the
Rules made there under and discharge such other functions as may be specifically delegated to the Committee by
the Board from time to time
IPO Committee
The IPO Committee was constituted by a meeting of our Board held on February 26, 2025. The members of the IPO
Committee are:
Name of the Director Position in the Committee Designation
Bhimji Nanji Patel Chairperson Chairman and Whole Time Director
Kunal Bhimji Patel Member Managing Director
Nayan Jagdishchandra Rawal Member Independent Director
The terms of reference of the IPO Committee include the following:
1. to decide, negotiate and finalise the pricing, the terms of issue of the Equity Shares and all other related matters
including the execution of the relevant documents with the investors, in consultation with the Book Running Lead
Manager (“BRLM”) appointed in relation to the Offer.
1872. to decide in consultation with the BRLM the actual size of the Issue and taking on record the number of equity
shares, having face value of ₹ 10 per equity share (the “Equity Shares”), and/or reservation on a competitive
basis, and/or any rounding off in the event of any oversubscription and/or any discount to be offered to individual
bidders or eligible employees participating in the Issue and all the terms and conditions of the Issue, including
without limitation timing, opening and closing dates of the Issue, price band, allocation/allotment to eligible
persons pursuant to the Issue, including any anchor investors, and to accept any amendments, modifications,
variations or alterations thereto.
3. to appoint, instruct and enter into agreements with the BRLM, and in consultation with BRLM appoint and enter
into agreements with intermediaries, co-managers, underwriters, syndicate members, brokers, escrow collection
banks, auditors, independent chartered accountants, refund bankers, registrar, grading agency, monitoring agency,
industry expert, legal counsel, depositories, custodians, credit rating agencies, printers, advertising agency(ies),
and any other agencies or persons (including any successors or replacements thereof) whose appointment is
required in relation to the Issue and to negotiate and finalize the terms of their appointment, including but not
limited to execution of the mandate letters and offer agreement with the BRLM, and the underwriting agreement
with the underwriters, and to terminate agreements or arrangements with such intermediaries.
4. to make any alteration, addition or variation in relation to the Issue, in consultation with the BRLM or BSE SME
or such other authorities as may be required, and without prejudice to the generality of the aforesaid, deciding the
exact Issue structure and the exact component of issue of Equity Shares.
5. to finalise, settle, approve, adopt and arrange for submission of the draft red herring prospectus (“DRHP”), red
herring prospectus (“RHP”) the Prospectus, the preliminary and final international wrap and any amendments,
supplements, notices, clarifications, reply to observations, addenda or corrigenda thereto, to appropriate
government and regulatory authorities, BSE SME, the Registrar of Companies, Mumbai (“Registrar of
Companies”), institutions or bodies.
6. to offer advertisements in such newspapers and other media as it may deem fit and proper, in consultation with the
relevant intermediaries appointed for the Issue in accordance with the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”),
Companies Act, 2013, as amended and other applicable laws.
7. to decide the total number of Equity Shares to be reserved for allocation to eligible categories of investors, if any,
and on permitting existing members to sell any Equity Shares held by them.
8. to open separate escrow accounts to receive application monies from anchor investors/underwriters in respect of
the bid amounts and a bank account as the refund account for handling refunds in relation to the Issue and in
respect of which a refund, if any will be made.
9. to open account with the bankers to the Issue to receive application monies in relation to the Issue in terms of
Section 40(3) of the Companies Act, 2013, as amended.
10. to do all such deeds and acts as may be required to dematerialize the Equity Shares and to sign and/or modify, as
the case may be, agreements and/or such other documents as may be required with the Central Depository Services
(India) Limited, Registrar and Share Transfer Agents and such other agencies, as may be required in this
connection, with power to authorise one or more officers of the Company to execute all or any such documents.
11. to negotiate, finalise, sign, execute and deliver or arrange the delivery of the offer agreement, syndicate agreement,
cash escrow and sponsor bank agreement, underwriting agreement, agreements with the registrar to the Issue,
monitoring agency and the advertising agency(ies) and all other agreements, documents, deeds, memorandum of
understanding and other instruments whatsoever with the registrar to the Issue, legal advisor, auditors, Stock
Exchange, BRLM and other agencies/ intermediaries in connection with Issue with the power to authorize one or
more officers of the Company to execute all or any of the aforesaid documents.
12. to make any applications, seek clarifications, obtain approvals and seek exemptions, if necessary, from the Stock
Exchange, the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), Registrar of
Companies and such other statutory and governmental authorities in connection with the Issue, as required under
applicable laws, and to accept, on behalf of the Board, such conditions and modifications as may be prescribed or
imposed by any of them while granting such approvals, exemptions, permissions and sanctions as may be required,
188and wherever necessary, incorporate such modifications / amendments as may be required in the DRHP, RHP and
the Prospectus.
13. to make in-principle and final applications for listing and trading of the Equity Shares on one or more Stock
Exchange, to execute and to deliver or arrange the delivery of the equity listing agreement(s) or equivalent
documentation to the Stock Exchange and to take all such other actions as may be necessary in connection with
obtaining such listing.
14. to determine and finalize, in consultation with the BRLM, the price band for the Issue and minimum bid lot for
the purpose of bidding, any revision to the price band and the final Issue price after bid closure, and to finalize the
basis of allocation and to allot the Equity Shares to the successful allottees and credit Equity Shares to the demat
accounts of the successful allottees in accordance with applicable laws and undertake other matters in connection
with or incidental to the Issue, including determining the anchor investor portion, the Pre-IPO Placement, if any,
in accordance with the SEBI ICDR Regulations.
15. to offer receipts/allotment advice/confirmation of allocation notes either in physical or electronic mode
representing the underlying Equity Shares in the capital of the Company with such features and attributes as may
be required and to provide for the tradability and free transferability thereof as per market practices and regulations,
including listing on one or more stock exchange(s), with power to authorise one or more officers of the Company
to sign all or any of the aforementioned documents.
16. to approve the code of conduct, suitable insider trading policy, whistle blower/vigil mechanism policy, risk
management policy and other corporate governance requirements considered necessary by the Board or the IPO
Committee or as required under applicable laws or the uniform listing agreement to be entered into by the Company
with the relevant Stock Exchange.
17. to seek, if required, the consent and waivers of the parties with whom the Company has entered into various
commercial and other agreements such as Company’s lenders, joint venture partners, all concerned governmental
and regulatory authorities in India or outside India, and any other consents that may be required in connection with
the Issue in accordance with the applicable laws.
18. to determine the price at which the Equity Shares are issued, allocated, transferred and/or allotted to investors in
the Issue in accordance with applicable regulations in consultation with the BRLM and/or any other advisors, and
determine the discount, if any, proposed to be issued to eligible categories of investors.
19. to settle all questions, difficulties or doubts that may arise in relation to the Issue, as it may in its absolute discretion
deem fit
20. to do all acts, deeds and things and execute all documents, agreements, forms, certificates, undertakings, letters
and instruments as may be necessary for the purpose of or in connection with the Issue
21. to authorize and approve the incurring of expenditure and payment of fees, commissions, brokerage and
remuneration in connection with the Issue
22. to withdraw the DRHP or RHP or to decide not to proceed with the Issue at any stage, in consultation with the
BRLM and in accordance with the SEBI ICDR Regulations and other applicable laws
23. to determine the utilization of proceeds of the fresh issue, if applicable, and accept and appropriate proceeds of
such fresh issue in accordance with the Applicable Laws;
24. to undertake, do any act which may be required to complete the proposed public issue;
25. to submit undertaking/certificates or provide clarifications to the SEBI, Registrar of Companies and the relevant
Stock Exchange(s) where the Equity Shares are to be listed; and
26. to authorize and empower officers of the Company (each, an “Authorized Officer(s)”), for and on behalf of the
Company, to execute and deliver, on a several basis, any agreements and arrangements as well as amendments or
supplements thereto that the Authorized Officer(s) consider necessary, appropriate or advisable, in connection with
the Issue, including, without limitation, engagement letter(s), memoranda of understanding, the listing
agreement(s) with the Stock Exchange(s), the registrar’s agreement and memorandum of understanding, the
189depositories’ agreements, the offer agreement with the BRLM (and other entities as appropriate), the underwriting
agreement, the syndicate agreement with the BRLM and syndicate members, the cash escrow and sponsor bank
agreement, confirmation of allocation notes, allotment advice, placement agents, registrar to the Issue, bankers to
the Company, managers, underwriters, escrow agents, accountants, auditors, legal counsel, depositories,
advertising agency(ies), brokers, escrow collection bankers, auditors, grading agency, monitoring agency and all
such persons or agencies as may be involved in or concerned with the Issue, if any, and to make payments to or
remunerate by way of fees, commission, brokerage or the like or reimburse expenses incurred in connection with
the Issue by the BRLM and to do or cause to be done any and all such acts or things that the Authorized Officer(s)
may deem necessary, appropriate or desirable in order to carry out the purpose and intent of the foregoing
resolutions for the Issue; and any such agreements or documents so executed and delivered and acts and things
done by any such Authorized Officer(s) shall be conclusive evidence of the authority of the Authorized Officer
and the Company in so doing.
190Management Organisation Chart
191Key Managerial Personnel
In addition to Kunal Bhimji Patel, our Managing Director, Bhimji Nanji Patel, our Chairman and Whole Time Director,
whose details are provided in “Our Management” on page 176, the details of the Key Managerial Personnel of our
Company are as follows:
Kalpesh Himmatram Ramina is the Company Secretary and Compliance Officer of our Company with effect from
February 12, 2025. He holds a Bachelor of Commerce degree from the University of Mumbai and a Company Secretary
from the Institute of Company Secretaries of India. He possesses approximately 5 years of experience in the field of
secretarial compliance. He was previously associated with Rakesh Sangani, Practising Company Secretary as Associate
Partner, Leela Lace Holdings Private Limited as a Company Secretary, HLV Limited as an Assistant Company Secretary
and Meet Jogatar and Associates as a Consultant. He has received a remuneration of ₹ 1.62 lakhs in Fiscal 2025.
Ashish Manubhai Mandaliya is the Chief Financial Officer of our Company and has been associated with Monika
Enterprise since September 01, 2020. He has completed his degree of Bachelor’s of Commerce with a specialization in
Financial Accounting and Auditing from the University of Mumbai. He is a qualified Company Secretary from Institute of
Company Secretaries of India. He is also a qualified Chartered Accountant from the Institute of Chartered Accountants of
India. He has over 18 years of experience. Previously he was associated with Sun Pharmaceuticals Industries Limited as
Executive Accountant and VIP Clothing Limited as Chief Financial Officer and Company Secretary. He has received a
remuneration of ₹ 16.59 lakhs in Fiscal 2025.
Senior Management Personnel
The details of our Senior Management Personnel are set forth below:
Hemang Chandat is the Chief Commercial Officer in the Company and has been associated with Monika Enterprise since
2015. He has completed his degree of Bachelors of Commerce from the University of Mumbai. He possesses over 9 years
of experience in the field of strategies, sales and marketing in alcohol beverage industry. Previously he was associated with
Monika Enterprises as Sales Senior Manager. He has received a remuneration of ₹ 18.23 lakhs in Fiscal 2025.
Deepak Bajetha is the Chief Logistics Officer of the Company and has been associated with our Company since June 01,
2020. He has completed his degree in Master of Business Administration from the Institute of Chartered Financial Analysts
of India University, Sikkim. He possesses over 14 years of experience in the field of logistics and operations. Previously
he was associated with SSS Sai Forwarders Private Limited as Operational Manager – SEZ and Monika Enterprise as
Logistics Senior Manager. He has received a remuneration of ₹ 26.56 lakhs in Fiscal 2025.
Status of Key Managerial Personnel and Senior Management Personnel
All our Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company.
Relationship among Key Managerial Personnel and Senior Management Personnel and Directors
Except as disclosed in “Our Management” on page 176, none of our Key Managerial Personnel and Senior Management
Personnel are related to each other.
Arrangements and understanding with major shareholders.
None of our Key Managerial Personnel and Senior Management Personnel have been selected pursuant to any arrangement
or understanding with any major Shareholders, customers or suppliers of our Company, or others.
192Shareholding of the Key Managerial Personnel and Senior Management Personnel
Other than as disclosed under “Capital Structure” on page 75, none of our Key Managerial Personnel or Senior
Management hold any Equity Shares as on the date of this Prospectus.
Service contracts with Key Managerial Personnel and Senior Management
Other than statutory benefits upon termination of their employment in our Company on retirement and, none of our Key
Managerial Personnel or Senior Management have entered into a service contract with our Company pursuant to which
they are entitled to any benefits upon termination of employment.
Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management Personnel
As on the date of this Prospectus, there is no contingent or deferred compensation which accrued to our Key Managerial
Personnel and Senior Management Personnel for Fiscal 2024, which does not form part of their remuneration for such
period.
Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Personnel
None of the Key Managerial Personnel or Senior Management is party to any bonus or profit-sharing plan of our Company.
The management may from time to time decide to give performance bonus to its employees.
Interest of our Key Managerial Personnel and Senior Management Personnel
Our Key Managerial Personnel and Senior Management are interested in our Company to the extent of the remuneration
or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them
during the ordinary course of their service.
Our Key Managerial Personnel may also be deemed to be interested to the extent of any dividend payable to them and
other distributions in respect of Equity Shares held by them in our Company.
For further details please see the section titled “Our Management” on page 176.
Changes in the Key Managerial Personnel and Senior Management Personnel in last three years
Except as mentioned below, there are no changes in the Key Managerial Personnel and Senior Management Personnel in
the last three years:
Name Date of change Reason for change
Bhimji Nanji Patel February 1, 2025 Re-designation
Kunal Bhimji Patel February 1, 2025 Re-designation
Kalpesh Himmatram Ramina February 12, 2025 Appointment
Ashish Manubhai Mandaliya January 1, 2025 Appointment
Hemang Chandat January 1, 2025 Re-designation
Deepak Bajetha January 1, 2025 Re-designation
Bhimji Nanji Patel October 1, 2024 Appointment
Kunal Bhimji Patel October 1, 2024 Appointment
193Payment or benefits to the Key Managerial Personnel and Senior Management Personnel
No amount or benefit has been paid or given within the two preceding years or is intended to be paid or given to any of the
Key Managerial Personnel except the normal remuneration for services rendered by them. Additionally, there is no
contingent or deferred compensation payable to any of our Key Managerial Personnel.
Employee stock option plan
As on the date of this Prospectus, our Company does not have any Employee stock option plan.
194OUR PROMOTER AND PROMOTER GROUP
Our Promoters
Bhimji Nanji Patel and Kunal Bhimji Patel are the Promoters of our Company. As on the date of this Prospectus,
our Promoters’ shareholding in our Company is as follows:
Sr. No. Name of the Shareholder Number of Equity % of Pre-Issue issued,
Shares Held subscribed and paid-up
Equity Share capital
1. Bhimji Nanji Patel 91,17,122 54.73
2. Kunal Bhimji Patel 42,00,000 25.21
For details of the build-up of the Promoters' shareholding in our Company, see "Capital Structure – Other details
of shareholding of our Company ", on page 75.
Details of our Individual Promoters
Bhimji Nanji Patel
Bhimji Nanji Patel born on December 07, 1969,
aged 55 years, is the Chairman and Whole Time
Director of our Company. His permanent account
number is AAEPP1014H
For the complete profile of Bhimji Nanji Patel,
along with details of his residential address,
educational qualifications, experience, positions/
posts held in the past and other directorships, other
ventures, special achievements, business and other
activities, see “Our Management” on page 176.
Kunal Bhimji Patel
Kunal Bhimji Patel born on December 21, 1991
aged 33 years, is the Managing Director of our
Company. His permanent account number is
BFSPP9140N.
For the complete profile of Kunal Bhimji Patel,
along with details of her residential address,
educational qualifications, experience, positions/
posts held in the past and other directorships, other
ventures, special achievements, business and other
activities, see “Our Management” on page 176.
Experience of our Promoters in the business of our Company
For details in relation to experience of our Promoters in the business of our Company, see “Our Management” on
page 176.
195Interest of our Promoters in the property of our Company
Except as stated in the section “Our Business” and “Financial Information”, beginning on pages 142 and 204,
respectively, our Promoters are not interested in the properties acquired by our Company within the preceding three
years from the date of this Prospectus or proposed to be acquired by it, or in any transaction by our Company with
respect to the acquisition of land, construction of building or supply of machinery, other than in the normal course
of business.
Material Guarantees given by our Promoters
Our Promoters have not given any material guarantees to any third party, in respect of the Equity Shares, as on the
date of this Prospectus.
Payment of Amounts or Benefits to the Promoters or Promoter Group During the last two years
Except in the ordinary course of business and as stated in the section titled Financial Information” on page 204,
there has been no payment of amounts or benefits to our Promoters or Promoter Group during the two years
preceding the date of this Prospectus nor is there any intention to pay or give any amount or benefit to our Promoters
or members of our Promoter Group.
Undertakings/ Confirmations
Our Promoters have not 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 issued by the RBI or any
other government authority. Further, there are no violations of securities laws committed by our Promoter and
members of the Promoter Group in the past, and no proceedings for violation of securities laws are pending against
them.
Our Promoters and members of our Promoter Group have not been debarred from accessing the capital market for
any reasons by SEBI or any other regulatory or governmental authorities.
Our Promoters are not promoter or director of any other Company which is debarred from accessing capital markets.
Our Promoters are not interested in any other entity which holds any intellectual property rights that are used by our
Company.
Our Promoters have not been declared as fugitive economic offender under section 12 of the Fugitive Economic
Offender Act, 2018.
There are no defaults in respect of payment of interest and principal to the debenture / bond / fixed deposit holders,
banks, FIs by our Company, our Promoter, Group Company and Company promoted by the promoter during the
past three years.
Our Promoters have given personal guarantees respectively, towards financial facilities availed from the Bankers
of our Company, therefore, they are interested to the extent of the said guarantees. Further, they have also extended
unsecured loans and are therefore also interested to the extent of the said loans. For further information, see
“Financial Indebtedness” on page 285 and “Restated Financial Statements” on page 204.
Other Confirmations
Except as stated below, none of our Promoters or individuals forming part of our Promoter Group are appearing in
the list of directors of struck-off companies by the RoC or the MCA under Section 248 of the Companies Act.
196Further, none of the entities forming part of our Promoter Group are appearing in the list of struck-off companies
by the RoC or the MCA under Section 248 of the Companies Act.
Individuals Struck-off Entities
Bhimji Nanji Patel Infinity Clothing Private Limited
Bhimji Nanji Patel Exterior Art Limited
Promoter Group
Persons constituting the Promoter Group of our Company in terms of Regulation 2(1) (pp) of the SEBI ICDR
Regulations except the Promoters are set out below:
Natural persons forming part of our Promoter Group (other than our Promoter):
Name of the Individuals Relationship
Bhimji Nanji Patel
Kunver Bhimji Patel Spouse
Harshit Bhimji Patel Son
Kunal Bhimji Patel Son
Dharamsi Nanji Patel Brother
Ramesh Nanji Patel Brother
Jasodaben Gokar Patel Sister
Jaya Narshi Patel Sister
Ramilaben Kanji Patel Sister
Kanta Bhachu Chandat Sister
Valiben Laxman Patel Sister
Radhaben Nanji Sidhiya Sister
Bhachu Natha Chandat Spouse’s Brother
Chandat Bhaga Nathabhai Spouse’s Brother
Chandat Rameshbhai Spouse’s Brother
Muktaben Bhanji Patel Spouse’s Sister
Savita Vashram Hathiyani Spouse’s Sister
Kunal Bhimji Patel
Dhara Kunal Patel Spouse
Bhimji Nanji Patel Father
Kunver Bhimji Patel Mother
Harshit Bhimji Patel Brother
Zyanna Kunal Patel Daughter
Theia Kunal Patel Daughter
Bhimjibhai Danabhai Patel Spouse’s Father
Laxmiben Bhimjibhai Patel Spouse’s Mother
Vijay Bhimjibhai Patel Spouse’s Brother
Khushbu Harshil Chamaria Spouse’s Sister
Entities forming part of our Promoter Group (other than our Promoters):
Sr. No. Name of the Entities Entity
1. Infinity Global Supply Chain Limited Company
2. Nem (India) Development & Construction Private Company
Limited
3. BNP Paribar Commercials LLP Limited Liability Partnership
4. Dionysus Bevtech LLP Limited Liability Partnership
197Sr. No. Name of the Entities Entity
5. 7ink Brews Private Limited Company
6. 7ink Ventures Private Limited Company
7. Bhimji Nanji Patel HUF Hindu Undivided Family
8. Infinity Partnership Firm
9. The Shop Partnership Firm
10. Elegant Distributors Partnership Firm
11. Chamariya Super Market LLP Limited Liability Partnership
12. Bhimjibhai Danabhai Patel HUF Hindu Undivided Family
13. Mahavir Builders and Developers Partnership Firm
14. Trilok Developers Partnership Firm
15. Jinal Enterprise Proprietorship
16. Monika Apparels Proprietorship
17. Trump Proprietorship
198OUR GROUP COMPANIES
In terms of the SEBI (ICDR) Regulations, the term “group companies”, includes:
i. such companies (other than promoter(s) and subsidiary(ies)) with which the relevant issuer company had related
party transactions during the period for which financial information is disclosed, as covered under applicable
accounting standards, and
ii. any other companies considered material by the Board of Directors of the relevant issuer company
Accordingly, for (ii) above, all such companies (other than our Subsidiaries) with which there were related party
transactions during the periods covered in the Restated Financial Statements, as covered under the applicable accounting
standards, shall be considered as Group Companies in terms of the SEBI (ICDR) Regulations. For the purpose of avoidance
of doubt and pursuant to regulation 2(1)(t) of SEBI (ICDR) Regulations, 2018 it is clarified that our Subsidiaries will not
be considered as Group Companies.
In terms of the SEBI (ICDR) Regulations and in terms of the policy of materiality defined by the Board of Directors
pursuant to its resolution dated March 12, 2025.
Those companies disclosed as having related party transactions in accordance with Accounting Standard (“AS 18”) issued
by the Institute of Chartered Accountants of India, in the Restated Financial Statements of the Company for the last three
financial years.
Accordingly, in accordance with the SEBI ICDR Regulations and the terms of the Materiality Policy for identification of
the group companies, our Board has identified the following as Group Companies:
1. Revolutionary Brands Limited
2. Infinity Global Supply Chain Limited
3. Infinity Distillery and Brewery Limited
4. James and Sons Distillery UK Limited
5. James and Sons Distilleries Limited
Details of our Group Companies:
1. Revolutionary Brands Limited
Corporate Information
Revolutionary Brands Limited a private limited company incorporated under Companies Act, 2006 vide certificate of
incorporation dated June 28, 2021, issued by Registrar of Companies, England and Wales. The Company number is
13479429. The Registered Office of the Company is situated at 453, Cranbrook Road, Ilford, England, IG2 6EW.
Financial Information
In accordance with SEBI ICDR Regulations, certain financial information pertaining to (i) the details of reserves
(excluding revaluation reserves); (ii) sales; (iii) profit/loss after tax; (iv) earnings per share; (v) diluted earnings per
shares; and (vi) net asset value in relation to Revolutionary Brands Limited for the last three Fiscals, extracted from
its audited financial statements (as applicable) is available at the website of our Company at www.monikaalcobev.com.
2. Infinity Global Supply Chain Limited
Corporate Information
Infinity Global Supply Chain Limited a company incorporated under Companies Act, 2013 vide certificate of
incorporation dated January 16, 2021 issued by Registrar of Companies, Central Registration Centre. The Registered
Office of the Company is situated at 10th Floor, C Wing, Near Service Lift, ELE NESCO I.T. Park, Building No. 4,
199Goregaon East, Mumbai – 400063, Maharashtra, India. The Corporate Identity Number of Infinity Global Supply
Chain Limited is U15100MH2021PLC353373.
Financial Information
In accordance with SEBI ICDR Regulations, certain financial information pertaining to (i) the details of reserves
(excluding revaluation reserves); (ii) sales; (iii) profit/loss after tax; (iv) earnings per share; (v) diluted earnings per
shares; and (vi) net asset value in relation to Infinity Global Supply Chain Limited for the last three Fiscals, extracted
from its audited financial statements (as applicable) is available at the website of our Company at
www.monikaalcobev.com.
3. Infinity Distillery and Brewery Limited
Corporate Information
Infinity Distillery and Brewery Limited a company incorporated under Companies Act, 2013 vide certificate of
incorporation dated December 23, 2020 issued by Registrar of Companies, Central Registration Centre. The
Registered Office of the Company is situated at 10th Floor, NESCO Tower 4, C Wing, Western Express Highway
Goregaon East, Mumbai – 400 063, Maharashtra, India. The Corporate Identity Number of Infinity Distillery and
Brewery Limited is U15549MH2020PLC352403.
Financial Information
In accordance with SEBI ICDR Regulations, certain financial information pertaining to (i) the details of reserves
(excluding revaluation reserves); (ii) sales; (iii) profit/loss after tax; (iv) earnings per share; (v) diluted earnings per
shares; and (vi) net asset value in relation to Infinity Distillery and Brewery Limited for the last three Fiscals, extracted
from its audited financial statements (as applicable) is available at the website of our Company at
www.monikaalcobev.com.
4. James and Sons Distillery UK Limited (formerly known as Infinity Distillery and Brewery UK Limited)
Corporate Information
Infinity Distillery and Brewery UK Limited a private limited company incorporated under Companies Act, 2006 vide
certificate of incorporation dated October 30, 2020 issued by Registrar of Companies, England and Wales. Further,
vide Certificate of Incorporation dated December 9, 2020, the name of Infinity Distillery and Brewery UK Limited
was changed to James and Sons Distillery UK Limited issued by Registrar of Companies, England and Wales. The
Company number is 12985305. The Registered Office of the Company is situated at 453, Cranbrook Road, Ilford,
England, IG2 6EW.
Financial Information
In accordance with SEBI ICDR Regulations, certain financial information pertaining to (i) the details of reserves
(excluding revaluation reserves); (ii) sales; (iii) profit/loss after tax; (iv) earnings per share; (v) diluted earnings per
shares; and (vi) net asset value in relation to James and Sons Distillery UK Limited for the last three Fiscals, extracted
from its audited financial statements (as applicable) is available at the website of our Company at
www.monikaalcobev.com.
5. James and Sons Distilleries Limited (formerly known as Willams James and Sons Distilleries Limited)
Corporate Information
Williams James and Sons Distilleries Limited, a company incorporated under the provisions of Companies Act, 2013
vide certificate of incorporation dated August 14, 2020 issued by Central Registration Centre. Further, vide fresh
200certificate of Incorporation dated April 20, 2021, the name of Willams James and Sons Distilleries Limited was
changed to James and Sons Distilleries Limited issued by Registrar of Companies, Central Registration Centre. The
Registered Office of the Company is situated at 10th Floor, NESCO Tower 4, C Wing, Western Express Highway
Goregaon East, Mumbai – 400 063, Maharashtra, India. The Corporate Identity Number of James and Sons
Distilleries Limited is U15400MH2020PLC343840.
Financial Information
In accordance with SEBI ICDR Regulations, certain financial information pertaining to (i) the details of reserves
(excluding revaluation reserves); (ii) sales; (iii) profit/loss after tax; (iv) earnings per share; (v) diluted earnings per
shares; and (vi) net asset value in relation to James and Sons Distilleries Limited for the last three Fiscals, extracted
from its audited financial statements (as applicable) is available at the website of our Company at
www.monikaalcobev.com.
Nature and Extent of interest of Group Companies
Except as disclosed under “Restated Financial Information” on page 204, none of our Group Companies are interested in
the promotion of the Company or any business transactions involving the Company in the last three (3) years preceding
the filing of this Prospectus or proposed to be acquired by our Company.
Common Pursuits of our Group Companies
Except for Infinity Global Supply Chain Limited, all our Group Companies are engaged in a similar line of business as that
of the Company. While there may be instances of competition with our Group Companies, we believe that there is no
conflict of interest with it. We shall adopt necessary procedures and practices as permitted by law to address any instances
of conflict of interest, if and when they may arise.
Except as aforementioned, there are no common pursuits between our Group Companies and our Company.
Related Business Transactions within our Group Companies and significance on the financial performance of our
Company
Except as set forth in “Restated Financial Information” on page 204, no other related party transactions have been entered
into between our Group Companies and our Company.
Business Interests of Group Companies
Except as set forth in “Restated Financial Information” on page 204 and in the ordinary course of business, our Group
Companies do not have or currently propose to have any business interest in our Company.
Litigation
Except as disclosed below, our Group Companies are not party to any pending litigations:
1. Infinity Global Supply Chain Limited (“Operational Creditor/ Our Group Company”) has initiated a Company
Petition No. 143 of 2023 against Prenda Creations Private Limited (“Corporate Debtor”) under section 9 of the
Insolvency and Bankruptcy Code, 2016 (“IBC”). Our Group Company claims that the Corporate Debtor had availed
services for storage, handling, loading and unloading cargo and accordingly a Service Agreement dated June 26, 2021
was executed between the Corporate Debtor and our Group Company. Our Group Company alleges that for the
aforesaid services, invoices amounting to ₹ 362.11 lakhs were raised by Group Company on the Corporate Debtor,
however the Corporate Debtor has failed to make payments towards the said invoices and accordingly our Group
Company has issued a notice under section 8 of the IBC against the Corporate Debtor claiming ₹ 397.32 lakhs (being
201₹ 362.11 lakhs towards principle amount and 35.21 towards interest). Our Company has filed the present petition
claiming ₹ 397.32 lakhs. The matter is currently pending.
Confirmations
None of our Group Companies have any securities listed on a stock exchange. Further, none of our Group Companies has
made any public or rights issue (as defined under the SEBI ICDR Regulations) of securities in the three years preceding
the date of this Prospectus.
It is clarified that details available on the websites of our Group Companies and our Company do not form part of this
Prospectus. Anyone placing reliance on any other source of information, including the websites of Company or our Group
Companies mentioned above, would be doing so at their own risk.
202DIVIDEND POLICY
The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and approved
by our Shareholders, at their discretion, subject to the provisions of our Articles of Association and the applicable laws
including the Companies Act together with the applicable rules issued thereunder.
The dividend distribution policy of our Company was approved and adopted by our Board of Directors on March 12, 2025.
Any dividend to be declared shall be recommended by the Board of Directors depending upon the financial condition,
results of operations, capital requirements and surplus, contractual obligations and restrictions, the terms of the credit
facilities and other financing arrangements of our Company is currently a party to or may enter into from time to time while
considering the dividend and other relevant internal and external factors.
Any future determination as to declaration and payment of dividend will be at the discretion of our Board and will depend
on the aforementioned parameters and on the factors that our Board deems relevant including and not limited to our
earnings, past dividend patterns, capital expenditure to be incurred by our Company, cash flow position of our Company
and cost of borrowing, applicable legal restrictions, overall financial position of our Company and other factors considered
relevant by the Board and our Equity Shareholders, as may be applicable. When dividends are declared, all the Equity
Shareholders whose names appear in the register of members of our Company as on the record date are entitled to be paid
the dividend declared by our Company. Any Equity Shareholder who ceases to be an Equity Shareholder prior to the record
date, or who becomes an Equity Shareholder after the record date, will not be entitled to the dividend declared by our
Company.
For the terms of the credit facilities and other financing arrangements of our Company refer chapter titled "Financial
Indebtedness" on page 285 of this Prospectus.
Except as stated below, our Company has not declared and paid any dividend on the Equity Shares in any of the 3 (three)
Financial Years preceding the date of this Prospectus and up to the date of this Prospectus.
Particulars March 31, 2025 March 31, 2024 March 31, 2023
No. of Equity Shares 1,66,58,761 22,85,860 20,00,000
Face value per equity share 10 10 10
(in ₹)
Aggregate Dividend (₹ in 233.22 228.59 200.00
lakhs)
Dividend per Equity Share 1.40 10 10
(in ₹)
Rate of Dividend (%) 14% 100% 100%
Dividend Distribution Tax NIL NIL NIL
(in ₹)
Mode of Payment of Direct Bank Credit Direct Bank Credit Direct Bank Credit
Dividend
As certified by M/s Shah Gupta & Co., Chartered Accountants, Statutory Auditor vide their certificate dated July 18, 2025
The amounts paid as dividends in the past are not necessarily indicative of the dividend distribution policy of our Company
or dividend amounts, if any, in the future. Investors are cautioned not to rely on past dividends as an indication of the future
performance of our Company or for an investment in the Equity Shares offered in the Offer. There is no guarantee that any
dividends will be declared or paid in the future.
For details of risks in relation to our capability to pay dividend, see "Risk Factors” on page 30 of this Prospectus.
203SECTION V – FINANCIAL INFORMATION
RESTATED FINANCIAL STATEMENT
Sr. No. Particulars
1. Independent Auditors Examination Report on Restated Financial Statements
2. Restated Financial Statements
[The remainder of this page has intentionally been left blank]
204INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED FINANCIAL
INFORMATION
To,
The Board of Directors,
Monika Alcobev Limited
2403, 24th Floor, Signature,
Suresh Sawant Road,
Off. Veera Desai Road,
Andheri, Mumbai – 400 053.
Dear Sirs,
We have examined the attached Restated Financial Information of Monika Alcobev Limited (the
"Company" or the "Issuer"), comprising the Restated Statement of Assets and Liabilities as at March
31, 2025, March 31, 2024 and March 31, 2023, the Restated Statements of Profit and Loss and the
Restated Cash Flow Statement for the financial years ended March 31,2025, March 31, 2024 and
March 31, 2023, the Summary Statement of Significant Accounting Policies and other explanatory
information (collectively, the "Restated Financial Information"), as approved by the Board of
Directors of the Company at their meeting held on July 08, 2025 for the purpose of inclusion in the
Red Herring Prospectus and Prospectus (together the " Offer Documents ") prepared by the Company
in connection with its proposed SME 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"), as amended from time to
time (the "Guidance Note").
The Company’s Board of Directors is responsible for the preparation of the Restated Financial
Information for the purpose of inclusion in the Offer Documents to be filed with the Securities and
Exchange Board of India, relevant stock exchange(s) and Registrar of Companies, Mumbai (“RoC”)
in connection with the proposed SME IPO. The Restated Financial Information have been prepared
by the management of the Company on the basis of significant accounting policies stated in Annexure
IV to the Restated Financial Information. The Board of Directors of the Company responsibility
includes designing, implementing and maintaining adequate internal control relevant to the
preparation and presentation of the Restated Financial Information. The Board of Directors are also
responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations
and the Guidance Note.
We, Shah Gupta & Co., Chartered Accountants have been subjected to the peer review process of the
Institute of Chartered Accountants of India (“ICAI”) and holds the peer review certificate dated
January 03, 2025, valid till December 31, 2027.
We have examined such Restated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with
our engagement letter dated March 13, 2025, in connection with the proposed IPO of the
Company;
205b) The Guidance Note also requires that, we comply with the ethical requirements of the Code
of Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification
of evidence supporting the Restated Financial Information; and
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 SEBI ICDR Regulations and the Guidance Note in connection with the SME
IPO.
These Restated Financial Information have been compiled by the management from Audited Financial
Statements of the Company for the years ended March 31, 2025, March 31, 2024 and March 31, 2023
prepared in accordance with Accounting Standards as prescribed under Section 133 of the Act read
with Companies (Accounting Standards) Rules, 2021, as amended, and other accounting principles
generally accepted in India, which have been approved by the Board of Directors at their meeting held
on June 12, 2025, September 06, 2024 and September 05, 2023 respectively.
For the purpose of our examination, we have relied on:
The Financial Statements for the following years have been audited by us vide our report as mentioned
below:
Year ended Audit report dated
March 31, 2025 June 12, 2025
March 31, 2024 September 06, 2024
March 31, 2023 September 05, 2023
Note-1: Monika Alcobev Limited (“the Company”) was incorporated on January 17, 2022 after
conversion from the erstwhile partnership firm, Monika Enterprises (“the erstwhile firm"). Based on
the provision of Section 2(41) of the Companies Act, 2013, the first financial year for which the
financial statements of the Company are prepared is from January 17, 2022 to March 31, 2023 i.e. for
fifteen months. Therefore, the audit report dated September 5, 2023 for the financial year ended March
31, 2023 includes the period starting from January 17, 2022 to March 31, 2022. However, the
comparative information for the year ended March 31, 2023 is given for the period of twelve months
i.e. from April 1, 2022 to March 31, 2023 as mentioned in point no. C(a) (ii) in Annexure IV to the
Restated Financial Information.
Based on our examination and according to the information and explanations given to us, we report
that the Restated 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 March
31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting
policies and grouping/ classifications followed as at and for the year ended March 31, 2025;
b. Do not require any adjustment for modification as there is no modification in the underlying audit
reports; and
c. Have been prepared in accordance with the Companies Act, ICDR Regulations and the Guidance
Note.
In accordance with the requirements of Part I of Chapter III of Act including rules made there under,
ICDR Regulations, Guidance Note and Engagement Letter, we report that
206a. The “Restated Statement of Assets and Liabilities” as set out in Annexure I to this report, of
the Company as at March 31, 2025, March 31, 2024 and March 31, 2023 is prepared by the
Company and approved by the Board of Directors. These Restated Statement of Assets and
Liabilities have been arrived at after making such adjustments and regroupings to the
individual financial statements of the Company, as in our opinion were appropriate and more
fully described in Significant Accounting Policies and Notes to Accounts as set out in
Annexure IV to this Report.
b. The “Restated Statement of Profit and Loss” as set out in Annexure II to this report, of the
Company for Financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 is
prepared by the Company and approved by the Board of Directors. These Restated Statement
of Profit and Loss have been arrived at after making such adjustments and regroupings to the
individual financial statements of the Company, as in our opinion were appropriate and more
fully described in Significant Accounting Policies and Notes to Accounts as set out in
Annexure IV to this Report.
c. The “Restated Statement of Cash Flow” as set out in Annexure III to this report, of the
Company for the Financial year ended March 31,2025, March 31, 2024 and March 31, 2023,
is prepared by the Company and approved by the Board of Directors. These Statement of
Cash Flow, as restated have been arrived at after making such adjustments and regroupings
to the individual financial statements of the Company, as in our opinion were appropriate and
more fully described in Significant Accounting Policies and Notes to Accounts as set out in
Annexure IV to this Report.
We have also examined the following other financial information relating to the Company prepared
by the Management and as approved by the Board of Directors of the Company and annexed to this
report relating to the Company for the Financial year ended March 31,2025, March 31, 2024 and
March 31, 2023 proposed to be included in the Offer Document for the proposed IPO:
Restated Statement of Assets and Liabilities Annexure I
Restated Statement of Profit and Loss Annexure II
Restated Cash Flow Statement Annexure III
Significant Accounting policies forming part of the Financial Statements Annexure IV
Restated Adjustment and Material Groupings Annexure-V
Restated Statement of Share Capital, Reserves and Surplus Note-1
Restated Statement of Long Term Borrowings Note-2
Restated Statement of Deferred Tax (Assets) / Liabilities Note-3
Restated Statement of Other long-term liabilities Note-4
Restated Statement of Long-term Provisions Note-5
Restated Statement of Short - Term Borrowings Note-6,
Statement of principle terms of Secured loan and Assets charged as 6(A) and 6 (B)
security and Statement of terms & condition of unsecured Loans.
Restated Statement of Trade Payables Note-7
Restated Statement of Other Current Liabilities Note-8
Restated Statement of Short-Term Provisions Note-9
Restated Statement of Property, Plant and Equipment and Intangible Note-10
Assets
Restated Statement of Other Non-Current Assets Note-11
Restated Statement of Inventories Note-12
Restated Statement of Trade Receivables Note-13
Restated Statement of Cash & Bank Balance Note-14
Restated Statement of Short-Term Loans and Advances Note-15
Restated Statement of Other Current Assets Note-16
Restated Statement of Revenue from Operations Note-17
Restated Statement of Other Income Note-18
Restated Statement of Purchases of Stock in Trade Note-19
Restated Statement of Changes in Inventories of Stock-in-trade Note-20
207Restated Statement of Employee Benefits Expenses Note-21
Restated Statement of Finance Costs Note-22
Restated Statement of Depreciation & Amortization Note-23
Restated Statement of Other Expenses Note-24
Restated Statement of Related Party Transaction Note-25
Restated Statement of Contingent Liabilities & Commitments Note-26
Restated Statement of Tax Shelter Note-27
Restated Statement of Capitalization Note-28
Restated Statement of Earnings per Share Note-29
Restated Statement of Mandatory Accounting Ratios Note-30
Restated Statement of Other Accounting Ratios Note-31
Restated Statement of CSR Expenditure Note-32
Restated Statement of C.I.F. Value of Imports Note-33
Restated Statement of Earnings and Expenditure in Foreign Currency and Note-34
Foreign Currency Exposure
Restated Statements of Employee Benefits Disclosure Note-35
Additional Regulatory Information Note-36
In our opinion and to the best of information and explanation provided to us, the Restated Financial
Statement of the Company, read with significant accounting policies as appearing in Annexure IV and
notes to accounts (Note-1 to 36) are prepared after providing appropriate adjustments and regroupings
as disclosed in Annexure V – Restatement adjustment and Material Groupings as considered
appropriate.
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.
We have no responsibility to update our report for events and circumstances occurring after the date
of the report.
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.
Our report is intended solely for use of the Board of Directors for inclusion in the Offer documents to
be filed with the Securities and Exchange Board of India, relevant stock exchange(s) and ROC in
connection with the proposed IPO. Our report should not be used, referred to, or distributed for any
other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any
liability or any duty of care for any other purpose or to any other person to whom this report is shown
or into whose hands it may come without our prior consent in writing.
For, SHAH GUPTA & CO.
Chartered Accountants
Firm Registration No. 109574W
Bharat P. Vasani
Partner
Membership No. 040060
UDIN:25040060BMILPA6710
Date: July 08, 2025
Place: Mumbai
208Monika Alcobev Limited
(CIN NO. U15490MH2022PLC375025)
Annexure I
RESTATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in Lakhs)
As at
Particulars Note
March 31, 2025 March 31, 2024 March 31, 2023
I EQUITY AND LIABILITIES
1 Shareholders’ funds
a. Share capital 01 1665.88 228.59 200.00
b. Reserves and surplus 01 7935.04 5624.45 1512.19
c. Money received against share warrants ‐ ‐ ‐
9600.92 5853.04 1712.19
2 Share application money pending allotment ‐ ‐ ‐
3 Non‐current liabilities
a. Long‐term borrowings 02 2079.26 1491.59 3237.94
b. Deferred tax liabilities (net) 03 25.96 0.01 ‐
c. Other long‐term liabilities 04 ‐ ‐ 5.00
d. Long‐term provisions 05 43.85 29.13 16.07
2149.07 1520.73 3259.01
4 Current liabilities
a. Short‐term borrowings 06 15330.38 10824.13 3967.80
b. Trade Payable due to 07
Micro and Small Enterprises ‐ 63.61 41.62
Other than Micro and Small Enterprises 2418.11 1330.00 2312.62
c. Other current liabilities 08 2081.09 1410.11 1152.06
d. Short‐term provisions 09 809.90 640.74 407.51
20639.48 14268.59 7881.61
Total 32389.47 21642.35 12852.81
II ASSETS
1 Non‐current assets
a. Property, Plant and Equipment and Intangible Assets 10
i. Property, Plant and Equipment 1886.48 519.88 536.14
ii. Intangible assets 18.54 22.53 2.19
iii. Capital work‐in‐progress ‐ ‐ ‐
iv. Intangible assets under development ‐ ‐ 14.00
1905.02 542.41 552.33
b. Non‐current investments ‐ ‐ ‐
c. Deferred tax assets (net) 03 ‐ ‐ 15.04
d. Long‐term loans and advances ‐ ‐ ‐
e. Other non‐current assets 11 161.60 148.59 131.79
2066.62 691.00 699.15
2 Current assets
a. Current investments ‐ ‐ ‐
b. Inventories 12 14942.06 8566.95 3962.81
c. Trade receivables 13 10187.88 9588.79 7208.17
d. Cash and bank balances 14 2737.68 1374.01 77.84
e. Short‐term loans and advances 15 2417.52 1385.95 892.73
f. Other current assets 16 37.71 35.64 12.11
30322.85 20951.35 12153.66
Total 32389.47 21642.35 12852.81
Significant Accounting Policies Annexure IV
Notes to Restated Financial Statement 1 to 36
Notes on Restated Adjustments and Material Groupings Annexure V
As per our report of even date For and on behalf of the Board of Directors
For SHAH GUPTA & Co Monika Alcobev Limited
Chartered Accountants
Firm Reg No. 109574W
Bharat P. Vasani Bhimji Nanji Patel Kunal Bhimji Patel
Partner Whole‐time Director Managing Director
Membership no. 040060 DIN: 00253030 DIN: 03039030
Place: Mumbai Place: Mumbai Place: Mumbai
Date : July 08, 2025 Date : July 08, 2025 Date : July 08, 2025
Ashish Manubhai Mandaliya Kalpesh Himmatram Ramina
CFO Company Secretary
Membership No: A65189
209Place: Mumbai Place: Mumbai
Date : July 08, 2025 Date : July 08, 2025Monika Alcobev Limited
(CIN NO. U15490MH2022PLC375025)
Annexure II
RESTATED STATEMENT OF PROFIT AND LOSS
(₹ in Lakhs )
For the year ended
Particulars Note
March 31, 2025 March 31, 2024 March 31, 2023
I. Revenue from operations 17 23614.87 18920.00 13977.98
II. Other income 18 220.74 207.64 57.87
III. Total Income (I + II) 23835.61 19127.64 14035.84
IV. Expenses
a. Purchases of Stock‐in‐Trade 19 20963.80 16359.74 9805.40
b. Changes in inventories of Stock‐in‐Trade 20 (6375.10) (4604.14) (1265.32)
c. Employee benefits expense 21 1505.97 983.18 684.23
d. Finance costs 22 1759.05 1035.60 529.20
e. Depreciation and amortisation expense 23 123.47 104.17 96.17
f. Advertising and Marketing Expenses 24 903.07 1874.23 1420.50
g. Label and Brand Registration Fees 24 322.46 253.75 184.55
h. Storage charges 24 685.83 271.58 130.79
i. Other expenses 24 989.34 567.24 550.35
V. Total Expenses 20877.90 16845.35 12135.87
VI. Profit / (Loss) before exceptional and
extraordinary items and tax (III ‐ V) 2957.71 2282.29 1899.97
VII. Exceptional & Extraordinary items 36(xvi) 132.48 ‐ ‐
VIII. Profit / (Loss) before tax (VI ‐ VII) 3090.19 2282.29 1899.97
IX. Prior Period expenses ‐ ‐ ‐
X. Tax expense:
a. Tax Expense for Current Year 752.89 607.62 617.22
b. Short Provision/ Excess provision for earlier years ‐ ‐ ‐
c. Deferred Tax 3 25.95 15.04 (19.81)
Net Current Tax Expenses 778.84 622.67 597.42
XI. Restated Profit / (Loss) for the year/period (VIII‐IX‐X) 2311.35 1659.63 1302.56
XII. Earnings per equity share (Face Value Rs. 10) 29
Basic (in ₹) 1 3.94 11.58 9.30
Diluted (in ₹) 1 3.94 11.58 9.30
Significant Accounting Policies Annexure IV
Notes to Restated Financial Statement 1 to 36
Notes on Restated Adjustments and Material Groupings Annexure V
As per our report of even date For and on behalf of the Board of Directors
For SHAH GUPTA & Co Monika Alcobev Limited
Chartered Accountants
Firm Reg No. 109574W
Bharat P. Vasani Bhimji Nanji Patel Kunal Bhimji Patel
Partner Whole‐time Director Managing Director
Membership no. 040060 DIN: 00253030 DIN: 03039030
Place: Mumbai Place: Mumbai Place: Mumbai
Date : July 08, 2025 Date : July 08, 2025 Date : July 08, 2025
Ashish Manubhai Mandaliya Kalpesh Himmatram Ramina
CFO Company Secretary
Membership No: A65189
Place: Mumbai Place: Mumbai
Date : July 08, 2025 Date : July 08, 2025
210Monika Alcobev Limited
(CIN NO. U15490MH2022PLC375025)
Annexure III
RESTATED CASH FLOW STATEMENT
(₹ in Lakhs)
For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
A. Cash flow from operating activities
Restated Net Profit before tax 3090.19 2282.29 1899.97
Adjustments for:
Depreciation and amortisation expenses 123.47 104.17 96.17
Interest income (120.53) (50.23) (3.92)
Interest expense 1513.56 865.61 468.08
Provision for Gratuity expense 19.90 15.00 7.46
Profit on sale of Property,Plant and Equipment (132.48) - -
Operating profit before working capital changes 4494.11 3216.84 2467.76
Movements in working capital
(Increase) in Trade Receivables (599.08) (2380.62) (3140.92)
Decrease/ (Increase) in Inventories (6375.10) (4604.14) (1265.32)
(Increase)/Decrease in Short-term loans and advances (1031.57) (493.22) (334.43)
Decrease/ (Increase) in Other Current Assets (2.07) (23.53) (12.11)
(Decrease)/Increase in Trade Payable 1024.50 (960.63) 1397.12
Increase in Other current liabilities 485.97 258.05 562.53
Increase/(Decrease) in Short-term provisions 163.99 231.28 327.57
Cash generated/(used in) from operations (1839.25) (4755.98) 2.19
Taxes paid (net of refunds) (752.89) (607.62) (617.22)
Net cash (used in)/ from operating activities (A) (2592.14) (5363.60) (615.03)
B. Cash flows from investing activities
Payment for Property, Plant & Equipment and intangible assets (including CWIP) (1614.60) (94.25) (53.89)
Receipts from sale of Property, plant & equipment 261.00 - -
Increase/(Decrease) in Long Term Loans and Advances - - -
Increase/(Decrease) in Other non-current Assets (13.01) (14.80) 149.32
(Investment)/redemption of Fixed deposits (Lien against borrowings) (1371.90) (1240.73) (0.49)
(Increase)/Decrease in Other Bank Balances 14.83 (44.11) -
Interest on Fixed deposits & savings account 120.53 50.23 3.92
Security deposit received/ (repaid) - (5.00) 5.00
Net cash (used in)/ from investing activities (B) (2603.16) (1348.67) 103.86
C. Cash flows from financing activities
Proceeds from Short term borrowings 4506.24 6856.33 881.50
Proceeds from long term borrowings 1230.00 - -
Repayment of long term borrowings (642.33) (1746.35) (668.13)
Interest paid on loans (1513.56) (865.61) (468.08)
Proceeds from issue of equity shares (including securities premium) 1850.13 2749.97 -
Share issue expenses paid - (68.75) -
Dividend paid (includes Tax deducted at source) (228.59) (200.00) -
Net cash introduced from /(used in) financing activities (C) 5201.90 6725.60 (254.71)
Net (decrease)/increase in Cash & Cash Equivalents (A+B+C) 6.60 13.33 (765.87)
Cash and cash equivalents at the beginning of the year (1) 27.74 14.41 780.29
Cash and cash equivalents at the end of the year (2) 34.34 27.74 14.41
Net Cash and Cash Equivalents (2-1) 6.60 13.33 (765.87)
Notes
Sr. Particulars For the Period/ Year ended on
No. March 31, 2025 March 31, 2024 March 31, 2023
1 Component of Cash and Cash equivalents
(a) Cash on hand 1.49 1.49 2.68
(b) Balance With banks 32.85 26.25 11.73
(c) Fixed deposit with maturity up to 3 months - - -
Total 34.34 27.74 14.41
2 The Cash Flow Statement has been prepared under indirect method as set out in AS-3 "Cash Flow Statements" specified under section133 of Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future
cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the company are segregated.
3 The accompanying significant accounting policies (Annexure I) , Restated notes to accounts ( Note no. 1 to 36) and Note on Restatement Adjustments and Material Groupings
(Annexure V) are an integral part of this statement.
As per our report of even date For and on behalf of the Board of Directors
For SHAH GUPTA & Co Monika Alcobev Limited
Chartered Accountants
Firm Reg No. 109574W
Bharat P. Vasani Bhimji Nanji Patel Kunal Bhimji Patel
Partner Whole-time Director Managing Director
Membership no. 040060 DIN: 00253030 DIN: 03039030
Place: Mumbai Place: Mumbai Place: Mumbai
Date : July 08, 2025 Date : July 08, 2025 Date : July 08, 2025
Ashish Manubhai Mandaliya Kalpesh Himmatram Ramina
CFO Company Secretary
Membership No: A65189
Place: Mumbai Place: Mumbai
Date :July 08, 2025 Date : July 08, 2025
211Monika Alcobev Limited
(CIN NO. U15490MH2022PLC375025)
Annexure IV
Significant Accounting policies forming part of the Financial Statements
A] Company Overview
Monika Alcobev Limited (“the Company”) is a public limited Company domiciled in India and incorporated on January 17, 2022 under the provisions of the Companies Act, 2013 by
taking over running business, assets and liabilities of M/s. Monika Enterprises (“the Firm”), a partnership firm on going concern basis.The Corporate identification Number (CIN) of the
Company is U15490MH2022PLC375025. The Company is primarily engaged in business of dealing in sales and marketing and distribution of premium wines and spirits in domestic
and international market.
B] Statement of Compliance
The financial statements of the Company have been prepared in accordance with the Accounting Standards (AS) as prescribed under the Companies (Accounting Standards) Rules,
2021.
C] Significant Accounting Policies
(a)(i) Basis of Preparation :
The financial statements of the Company have been prepared on accrual basis under the historical cost convention in accordance with the Generally Accepted Accounting Principles in
India (Indian GAAP). These financial Statements are prepared to comply in all material respects with the Accounting Standards notified under Section 133 of the Companies Act, 2013,
and the relevant provisions of the Companies Act, 2013 ("the 2013 Act"), as applicable. The Company follows mercantile system of accounting and recognizes income and expenditure
on accrual basis except those with significant uncertainties. The accounting policies adopted in the preparation of the financial statements are consistent throughout the year and with
the previous financial year.
(a)(ii) Basis of Preparation of Restated Financial Statements:
The Restated Statement of Assets and Liabilities (Annexure I) of the Company as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Statements of Profit and Loss
(Annexure II), the Restated Cash Flow Statement (Annexure III) for the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 (hereinafter collectively referred to
as “Restated Financial Statements”) have been prepared prepared to comply in all material respects with the provisions of Section 26 of Part I of Chapter III of the Companies Act,
2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), and applicable rules thereunder, the Accounting standards as prescribed
under the Companies (Accounting Standards) Rules, 2021, Guidance Note on Reports in Company Prospectuses issued by the Institute of Chartered Accountants of India (ICAI), and
other applicable regulatory provisions.
The Restated Financial Statements are based on the information extracted by the management from the audited financial statements for the March 31, 2024, and March 31, 2023,
approved by the Board of Directors of the company.
The financial statements have been restated and regrouped to reflect all the adjustments necessary in line with the generally accepted accounting principles (GAAP) in India.
According to section 2(41) of the Companies Act, 2013, financial year is defined as-
““financial year” in relation to a company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of
January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up.”
Since the Company was incorporated on January 17th, 2022, the first financial year for which financial statements of the company are prepared is from January 17th, 2022 to March
31st, 2023 (15 months). However, for the purpose of comparison, the comparative figures for the year ended March 31, 2023 are given for the period of twelve months i.e. from April 1,
2022 to March 31, 2023.
(b) Use of Estimates:
The preparation of financial statements in conformity with the recognition and measurement principles of Generally Accepted Accounting Principles requires the management to make
estimates and assumptions to be made that affect the reported balances of assets and liabilities and disclosures relating to contingent liabilities on the date of financial statements and
the reported amounts of revenue and expenses during the reporting period. The Management believes that the estimates used in preparation of financial statements are prudent and
reasonable. Estimates and underlying assumptions are reviewed at each balance sheet date. Actual results could differ from these estimates and differences between actual results and
estimates are recognized in the periods in which the results are known/ materialize.
(c) Accounting Convention :
(1) Revenue Recognition:
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.
Sale of goods
Revenue is recognised when the significant risks and rewards of ownership of the goods have been passed to the buyer. Sales are disclosed net of VAT, trade discounts and returns, as
applicable.
Sale of services
The Company provides sales and marketing support services and earns income by way of fees.
Revenue from service rendered is recognized at the time of completion of the services rendered, when all significant contractual obligations have been satisfied and the service is duly
completed.
Interest Income
Interest income is recognised on accrual basis at applicable interest rate on time proportion basis.
Other Income
Other incomes are recognised on the basis of certainty its ultimate collection.
(2) Property, Plant and Equipment & Intangible Assets:
Property, Plant and Equipments are stated at historical cost less accumulated depreciation and impairment losses. Cost includes purchase price and all other attributable cost to bring
the assets to its working condition for the intended use. Fixed assets have been recorded in the books of the Company at Written Down value (WDV) as per Companies Act, 2013.
Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the future
benefits from the existing asset beyond its previously assessed standard of performance.
Items of property, plant & equipment that have been retired from active use and are held for disposal are stated at the lower of their carrying value and net realizable value and are
shown separately in the financial statements. Any expected loss is recognized immediately in the statement of profit and losses arising from the retirement from active use. Gains or
losses arising from disposal of property, plant & equipment which are carried at cost are recognized in the statement of profit and loss in the year of disposal.
212(i)Property, Plant and Equipments
Property, Plant & Equipments are recorded at cost of acquisition less accumlaed depreciation, if any. The Property, Plant and Equipment's individually valued below Rs. 5,000 are
treated as expenditure.Property, Plant and Equipment's except Land is depreciated on Written Down Value(WDV) Method on the basis of useful life prescribed under Schedule II of
The Companies Act, 2013.
The estimated useful lives are as follows:
S.no. Nature of Asset Useful Life
1 Buildings 30/60 years
2 Plant and equipments 15 years
3 Furniture and fixtures 10 years
4 Computers and data processing units 3-5 years
5 Vehicles 8 years
The estimated useful life for leasehold improvements is as follows:
S.no. Nature of Asset Method of Depriciation Useful Life
1 Leasehold Improvements WDV Over the period of lease term
(ii) Intangible Assets
Intangible assets are recognized only if:
a) It is probable that the future economic benefits attributable to the asset will flow to the enterprise; and
b) The cost of the asset can be measured reliably.
Intangible assets are initially measured at cost and are stated at cost less accumulated amortization and impairment losses, if any.
Amortization is calculated to write off the cost of intangible assets over their estimated useful economic lives and is included in depreciation and amortization in Statement of Profit and
Loss.
Amortization method, useful lives and residual values are reviewed at the end of each financial year and adjusted if appropriate.
The estimated useful life is as follows:
S.no. Nature of Asset Useful Life
1 Software 5
(iii) Capital Work In Progress
Projects under which assets are not ready for their intended use are disclosed under Capital Work-in-progress. Property, Plant and Equipment under construction or installation,
included in capital work-in-progress are not depreciated.
(iv) Intangible assets under development:
Intangible assets under development which are not yet ready for the intended use are carried at cost comprising direct cost, related incidental expenses and directly attributable
expenditure on making the asset ready for intended use. These are capitalised as Intangible assets in the year in which these are ready for intended use.
(v) Depreciation and amortization :
Depreciation on Property, Plant & Equipments is provided on written down method at the manner specified in Schedule II to the Companies Act, 2013. The useful life as determined
under Part C of Schedule II of the Companies Act, 2013 is considered for depreciating the Tangible Property, Plant & Equipments on its remaining useful lives except for leasehold
improvements as mentioned above.
Deprecition is not recorded on Capital Work-in-progress until installation are complete and are complete and assets are ready for it's intended use.
Amortization is calculated to write off the cost of intangible assets over their estimated useful economic lives using straight line method.
Amortization is not recorded on Intangible assets under development until these assets are ready for it's intended use.
(3) Impairment of Assets:
At each balance sheet date, the Company assess whether there is any indication that the Property, Plant & Equipments have suffered an impairment loss. As per the assessment
conducted by the Company at March 31, 2025, there were no indications that the Property, Plant & Equipments has suffered an impairment loss. If the carrying amount of Property,
Plant & Equipment exceeds the recoverable amount on the reporting date, the carrying amount is reduced to the recoverable amount. The recoverable amount is measured as the higher
of the net selling price and the value in use determined by the present value of future cash flows.
The carrying amount of intangible assets is reviewed at each balance sheet date for indications of impairment. If any such indication exists, the recoverable amount is estimated and an
impairment loss is recognized if the carrying amount exceeds the recoverable amount.
An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognized in prior accounting period is
reversed if there has been a change in the estimate of amount.
(4) Inventories :
Inventories are measured at lower of the cost and net realisable value. Cost of inventories comprises all costs of purchase (net of input credits i.e. VAT), cost of conversion and other
cost incurred in bringing the inventories to their present location and condition. Cost of trading products are determined on weighted average basis.
(5) Investments :
(a) Current Investments: Current Investments are carried at Cost or NRV whichever is less, determined by category of investment.
(b) Non-Current Investments: Long-term investments are stated at cost less provision for diminution other than temporary, if any, in value of such investments. There are no
investments made by the company till date.
213(6) Employee benefits :
Employee benefits such as salaries, allowances, and other employee benefits are charged as expenses to the profit and loss account in the period in which the service is rendered.
a) Short-term employee benefits:
All short-term employee benefits are accounted on undiscounted basis during the accounting period based on services rendered by employees.
b) Defined contribution plan:
The Company’s contribution to provident fund and employee state insurance scheme are considered as defined contribution plans and these contributions are charged to the statement
of profit and loss based on the amount of contribution required to be made and when services are rendered by the employees.
c) Defined benefit plan:
For defined benefit plans in the form of gratuity provisions, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried
out at each Balance sheet date. Actuarial gains/ losses are recognized in the Statement of Profit and Loss in the period in which they occur.
d) Post-retirement benefit plans:
Retirement benefits are calculated at the time of retirement on payment basis.
(7) Foreign Currency Transactions:
a) Initial Recognition:-
Foreign currency transaction is recorded at Exchange rate prevailing on the date of transaction.
b) Conversion
The foreign currency monetary items consisting of amount received in advance, trade receivable, payable and balance in bank account at the end of the year have been restated at the
rate prevailing at the balance sheet date.
c) Exchange difference
The exchange difference arising on the settlement of monetary items at rates different from those at which they were initially recorded during the year or reported in previous financial
statement are recognised as income or expense when they arise as per Accounting Standard- 11 (Revised 2005) on "Accounting for the effects in Foreign Exchange rates" issued by the
Institute of Chartered Accountants of India, except to the extent of exchange differences which are regarded as adjustment to interest cost on foreign currency borrowing that are
directly attributable to the acquisition or construction of qualifying assets which are capitalized as cost of assets ( as per AS 16 "Borrowing Cost").
(8) Borrowing Cost :
The Borrowing cost attributable to the acquisition of qualifying Property, Plant & Equipments as defined in Accounting Standard 16 on "Borrowing Costs" are capitalized as part of the
cost of Property, Plant & Equipments. All other borrowing cost are charged to profit and loss account.
(9) Taxes on Income :
The accounting treatment for the Income Tax in respect of the Company’s income is based on the Accounting Standard on ‘Accounting for Taxes on Income’ (AS-22). The provision
made for Income Tax in Accounts comprises both, the current tax and deferred tax. Provision for Current Tax is made on the assessable Income Tax rate applicable to the relevant
assessment year after considering various deductions available under the Income Tax Act, 1961.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an
asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is highly probable that
future economic benefit associated with it will flow to the Company.
Deferred tax assets and liabilities are measured using the tax rates and tax laws that been enacted or substantially enacted at the balance sheet date on timing difference between
accounting income and taxable income that originate in one year and are capable of being reversal in one or more subsequent year. In respect of unabsorbed depreciation / carry forward
of losses (if any) under the tax , laws deferred tax asset are recognized only to the extent that there is virtual certainty that future taxable income will be available against such deferred
tax asset can be realized.
(10) Provisions ,Contingent Liabilities and Contingent Assets :
The assessments undertaken in recognizing provisions and contingencies have been made in accordance with the AS 29. Provisions represent liabilities for which the amount or timing
is uncertain. Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past event and it is probable that there
will be an outflow of resources.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events
beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A
contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably and are disclosed by way of notes.
Contingent assets are neither provided nor disclosed in the financial statements.
214(11) Earnings per share
The Earnings per share is calculated in accordance with the requirements prescribed in Accounting Standard 20,"Earnings Per Share ".
Basic earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is
computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of
equity shares that could have been issued upon conversion of all dilutive potential equity shares.
If the number of equity or potential equity shares outstanding increases as a result of a bonus issue or share split or decreases as a result of a reverse share split (consolidation of shares),
the calculation of basic and diluted earnings per share is adjusted for all the periods presented. If these changes occur after the balance sheet date but before the date on which the
financial statements are approved by the board of directors, the per share calculations for those financial statements and any prior period financial statements presented is based on the
new number of shares.
(12) Cash Flow Statement
Cash flows are reported using the indirect method as prescribed in Accounting Standard 3 "Cash Flow Statements" specified under section 133 of Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, whereby profit before tax 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 are segregated.
(13) Cash and Cash equivalents
Cash and cash equivalents comprise cash and cash on deposit with banks. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of
three months or less and that are readily convertible to known amounts of cash to be cash equivalents.
(14) Segment Information
For management purpose, the Company has determined reportable segment as "Wines and Spirits " since the Board of Directors evaluates the Company's performance as a single
segment.
(15) Extraordinary, Exceptional, Prior Period Items and Changes In Accounting Policies
a) Income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities of the Company are classified as extraordinary items. Specific disclosure
of such events/transactions is made in the financial statements. Similarly, any external event beyond the control of the Company, significantly impacting income or expense, is also
treated as extraordinary item and disclosed as such.
b) On certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the Company, is such that its disclosure improves an
understanding of the performance of the Company. Such income or expense is classified as an exceptional item and accordingly disclosed in the notes to accounts.
(16) Leases
Lease is classified as finance lease or operating lease at the date of inception in accordance with AS-19 “Leases”.
The Company has entered into lease contracts as a lessee generally for shorter duration i.e. 11 months and thus, classifies leases as operating lease. Lease payments under operating
lease are recognized as an expense in the statement of profit and loss on straight line basis over the lease term unless another systematic basis is more representative of the time pattern
of the user’s benefit.
(17) Operating cycle
Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realization in cash or cash equivalents, the Company has
determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non- current.
(18) Events after the Reporting period
Adjusting events (providing additional evidence of conditions existing at the Balance Sheet date) are accounted for in the financial statements.
Non-adjusting events (significant events occuring after Balance Sheet date) are disclosed in the notes to accounts.
(19) Figures have been rounded off to the multiple of lakhs.
215Monika Alcobev Limited
(CIN NO. U15490MH2022PLC375025)
Annexure V
RESTATEMENT ADJUSTMENT AND MATERIAL GROUPINGS
(₹ in Lakhs)
For the Year ended on
Particulars March 31, March 31, March 31,
2025 2024 2023
Profit after tax as per audited financial statements (A) 2311.35 1698.38 1327.83
Adjustments to net profit as per audited financial statements (B)
Increase / Decrease in Expenses/Income
Gratuity provision under employee benefit expense (Note 1 below) - - 10.22
Restatement of expenses (other than depreciation) - (Note-2) - (19.78) 12.50
Restatement of Depreciation (Note-2) - (0.27) (21.19)
Restatement of Foreign Exchange Gain/(Loss) (Note-2) - - 0.08
Provision of Tax (Note 3 below) - (20.78) (28.85)
Deferred Tax Liability / Asset Adjustments (Note 3 below) - 2.08 1.97
Total Adjustments - (38.76) (25.27)
Restated profit after tax for the period/ years (A+B) 2311.35 1659.63 1302.56
Note:
1 The comparative figures for the year ended March 31, 2023 are given for twelve months (Refer Note C (a)(ii) in Annexure IV).
Accordingly, the gratuity expense as per the audited Statement of Profit & Loss for the year ended March 31, 2023 (for the
period starting from January 17, 2022 to March 31, 2023 i.e. for 15 months approx.) is adjusted based on Actuarial Valuation
report as per AS 15- "Employee Benefits" for the period ended March 31, 2022 (for the period starting from January 17, 2022
to March 31, 2022) to get comparable figure for twelve months.
2 The Company was incorporated on January 17, 2022 after conversion from partnership firm. Therefore, Appropriate
adjustments have been made in the restated financial statements, wherever required, by reclassification of the corresponding
items of Income, expenses, assets and liabilities, in order to bring them in line with the groupings as per the audited financial of
the company for all the years and requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations 2018.
3 Provision of Tax and deferred Tax impacts are done on above restatement impacts and restated figures are accordingly
adjusted in Tax expenses.
RECONCILIATION OF EQUITY AND RESERVES: (₹ in Lakhs)
As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Equity and Reserves as per Audited Balance sheet (A) 9600.92 5936.33 1756.72
Restatement Adjustments for (B) :
Prior period adjustments (Note-1) - (11.86) (11.86)
Due to Change in P&L as stated above - (71.43) (32.67)
Equity and Reserves as per Restated Balance sheet (A+B) 9600.92 5853.04 1712.19
Notes
Amounts relating to the prior period have been adjusted in the year to which the same relates to and the same amount is
arrived on account of change in Opening Balance of Reserve and Surplus due to the restated effect on the profit / (loss) of prior period.
Appropriate adjustments have been made in the restated financial statements, wherever required, by reclassification of the
corresponding items of Income, expenses, assets and liabilities, in order to bring them in line with the groupings as per the
audited financial of the company for all the years and requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018.
216Note - 1
RESTATED STATEMENT OF SHARE CAPITAL AND RESERVES AND SURPLUS
(₹ in Lakhs )
The previous year figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Accordingly amounts and other
disclosure for the preceding years are included as an integral part of the current year financial statement and are to be read in relation to the
amounts and other disclosure relating to the current year
Particulars As at
March 31, 2025 March 31, 2024 March 31, 2023
I. Share Capital
Authorised (refer Note (i) below)
Number of Equity shares of ₹ 10 each 2 ,45,00,000 2 5,00,000 25,00,000
Equity Share Capital (₹) 2450.00 250.00 250.00
Total 2450.00 250.00 250.00
Issued( Refer Note (ii) below)
Number of Equity shares of ₹ 10 each 1 ,66,58,761 2 2,85,860 20,00,000
Equity Share Capital (₹) 1665.88 228.59 200.00
Subscribed and fully paid up
Number of Equity shares of ₹ 10 each 1 ,66,58,761 2 2,85,860 2 0,00,000
Equity Share Capital (₹) 1665.88 228.59 200.00
Total 1665.88 228.59 200.00
Note:
i) The Authorised Equity Share Capital of the Company has been increased by way of Special Resolution passed by the Members at their
Extra-ordinary General Meeting held on October 5, 2024 from ₹ 250 lakhs to ₹ 2450 lakhs making addition of ₹ 2200 lakhs in Authorised
Equity Share Capital. The face value of Equity Share Capital is remain same i.e ₹10/- per share.
ii) On conversion of the partnership firm into public limited company on January 17, 2022, equity shares of ₹ 10 each, equivalent to the
balances in partners' fixed capital account as on January 16, 2022 i.e. total ₹ 2,00,00,000 , were issued to the partners of the erstwhile
partnership firm.
01. Terms/rights attached to equity shares:
i.Thecompanyhasonlyoneclassofsharesreferredtoasequityshareshavingaparvalueof ₹10/-.Eachholderofequitysharesisentitled
to one vote per share.
ii.IntheeventofliquidationoftheCompany,theholdersofequitysharesshallbeentitledtoreceiveanyoftheremainingassetsofthe
Company, after distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares held by
the shareholders.
217Note - 1
RESTATED STATEMENT OF SHARE CAPITAL AND RESERVES AND SURPLUS
02. Reconciliation of the number of equity shares outstanding as at the beginning and at the end of the year
Particulars As at
March 31, 2025 March 31, 2024 March 31, 2023
Number of Equity shares of ₹ 10 each
i Outstanding at the beginning 22,85,860 2 0,00,000 20,00,000
ii Issued during the period/year # 9 3,963 2,85,860 -
iii Bonus Shares during the year* 1 ,42,78,938
iv Bought back during the period/year - - -
v Outstanding at the end 1 ,66,58,761 2 2,85,860 20,00,000
# During the year ended March 31,2024 Company had issued and alloted 2,85,860 equity shares of ₹10/- each at premium of ₹ 952/- per
share.
During the year ended on March 31,2025 Company had issued and alloted 93,963 equity shares of ₹10/- each at premium of ₹ 1,959/- per
share.
* The Company has allotted bonus equity shares on February 26, 2025 to the members in the proportion 6:1 (Six equity shares for every
one equity share held) Equity shares held by them on record date being February 21, 2025 pursuant to members' resolution dated February
22, 2025. This resulted in allotment of 1,42,78,938 Equity shares having face value of ₹ 10/- each. These were issued by capitalising ₹
1427.89 lakhs from Securities Premium Reserves.
03. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
Sr. No. Particulars As at
March 31, 2025 March 31, 2024 March 31, 2023
% Held Number of shares % Held Number of % Held Number of
shares shares
1 Bhimji Patel 54.73% 91,17,122 35.00% 8 ,00,000 40.00% 8,00,000
2 Kunal Patel 25.21% 42,00,000 26.25% 6 ,00,000 30.00% 6,00,000
3 Harshit Patel 0.00% - 26.21% 5 ,99,200 29.96% 5,99,200
4 Deven M Shah 6.55% 10,91,475 6.82% 1 ,55,925 0.00% -
5 Rhetan Estate Private Limited 5.46% 9,09,545 5.68% 1 ,29,935 0.00% -
91.95% 1 ,53,18,142 99.97% 22,85,060 99.96% 19,99,200
04. Details of Promoters and Promoter group holding shares in the Company are given below::
(i) Shares held as at March 31, 2025
Sr. No.Name of Shareholders No. of Shares % of total Shares % change
during the year
Promoters:
1 Bhimji Patel 9 1,17,122 54.73% 19.73%
2 Kunal Patel 4 2,00,000 25.21% -1.04%
Promoter group:
1 Harshit Patel (refer note below) - 0.00% -26.21%
2 Dhara Patel 1 ,400 0.01% 0.00%
3 Kanta Chandat 1 ,400 0.01% 0.00%
1 ,33,19,922 7 9.96
Note:
Mr. Harshit Patel has gifted total equity shares held by him as on March 25, 2025 ( 35,17,122 equity shares of face value ₹ 10/- each) to
Mr. Bhimji Patel vide gift deed executed on March 25, 2025.
(ii) Shares held as at March 31, 2024
Sr. No.Name of Shareholders No. of Shares % of total Shares % change
during the year
Promoters:
1 Bhimji Patel 8,00,000 35.00% -5.00%
2 Kunal Patel 6,00,000 26.25% -3.75%
Promoter group:
1 Harshit Patel 5,99,200 26.21% -3.75%
2 Dhara Patel 200 0.01% 0.00%
3 Kanta Chandat 200 0.01% 0.00%
19,99,600 87.48%
218Note - 1
RESTATED STATEMENT OF SHARE CAPITAL AND RESERVES AND SURPLUS
(iii) Shares held as at March 31, 2023
Sr. No.Name of Shareholders No. of Shares % of total Shares % change
during the year
Promoters: -
1 Bhimji Patel 8,00,000 40.00% 0.00%
2 Kunal Patel 6,00,000 30.00% 0.00%
Promoter group:
1 Harshit Patel 5,99,200 29.96% 0.00%
2 Dhara Patel 200 0.01% 0.00%
3 Kanta Chandat 200 0.01% 0.00%
19,99,600 99.98% -
*List of persons/entities classified as 'Promoters' and 'Promoter Group' has been determined by the Management and relied upon by the Auditors. The Auditors have
not performed any procedure to determine whether the list is accurate and complete.
05. For the period of five years immediately preceding the date as at which the Balance Sheet is prepared (from date of formation of Company i.e. 17-01-2022) :
a) Aggregate number of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash - Nil as on March 31, 2025,
March 31, 2024 and as on 31 March, 2023.
b) Aggregate number of Equity shares allotted as fully paid up Bonus shares - For March 31, 2025 1,42,78,938 Equity shares of face value of ₹ 10/- and For March
31, 2024 and as on 31 March, 2023 - Nil.
c) Aggregate number of Equity shares bought back -Nil as on March 31, 2025, March 31, 2024 and as on 31 March, 2023.
06. Dividend paid to shareholders:
a) Dividends paid during the year ended March 31, 2025 includes amount of ₹10 per equity share towards final dividend for the year ended March 31, 2024
amounting to ₹ 228.59 lakhs paid on October 11, 2024 (Net dividend paid of ₹ 205.73 lakhs), proposed on September 6, 2024 and approved in Annual General
Meeting.
Dividends paid during the financial year ended March 31, 2024 includes amount of ₹ 10 per equity share towards final dividend for the year ended March 31, 2023
amounting to ₹ 200 lakhs paid on December 28, 2023 (Net dividend paid of ₹180.01 lakhs), proposed on September 5, 2023 and approved in the Annual General
Meeting.
b) The Board of Directors has recommended final dividend for the financial year ended March 31, 2025 vide their board resolution dated June 12, 2025 at 14% to
the existing shareholders.
219Note - 1
RESTATED STATEMENT OF SHARE CAPITAL AND RESERVES AND SURPLUS
II. Reserves and surplus (₹ in Lakhs)
Particulars As at
March 31, 2025 March 31, 2024 March 31, 2023
a) Securities Premium (refer note below)
Balance at the beginning of the year 2652.64 - -
Add: Additions during the year 1840.74 2721.39 -
Less: Capitalised for issue of bonus shares (1427.89)
Less: Utilization as per the provisions of section 52 of the (185.01) (68.75) -
Companies Act, 2013
Balance as at the end of the year (A) 2880.47 2652.64 -
b) Surplus / (Deficit) in Statement of Profit and Loss
Balance at the beginning of the year 2971.81 1512.19 209.63
Add: Profit / (Loss) for the year 2311.35 1659.63 1302.56
Less:
Less: Final dividend paid (205.73) (180.01) -
Less: TDS on dividend u/s 194 of Income Tax Act, 1961 (22.86) (19.99) -
Balance as at the end of the year (B) 5054.58 2971.81 1512.19
Total (A + B) 7935.04 5624.45 1512.19
Description of nature and purpose of each reserve:
a) Securities premium: Securities premium is used to record the premium on issue of shares, which will be utilized in accordance with provisions of the Companies
Act, 2013.
i) During the year ended March 31, 2024, 2,85,860 Equity shares of face value ₹10 each, fully paid up are issued at a premium of ₹ 952 per share i.e. total securities
premium of ₹ 2721.39 lakhs. Out of this amount, ₹ 68.75 lakhs is utilised for writing of expenses related to issue of these equity shares as per the section 52 (2)(c) of
the Companies Act, 2013.
ii) During the period ended March 31, 2025, 93,963 Equity shares of face value ₹10 each, fully paid up are issued at a premium of ₹ 1,959/- per share i.e. total
securities premium of ₹ 1840.74 lakhs.Out of this amount, ₹ 185.01 lakhs is utilised for writing of expenses related to issue of these equity shares as per the section
52 (2)(c) of the Companies Act, 2013.
iii) The Company has allotted on February 26, 2025, 1,42,78,938 equity shares of ₹ 10/- each as fully paid up bonus shares in the ratio of six bonus shares for every
one equity share held by them on record date being February 21, 2025 pursuant to members' resolution dated February 22, 2025 by capitalising ₹ 1427.89 lakhs
from its Securities Premium Account.
b) Surplus in the Statement of Profit and Loss: This represents the cumulative net earnings retained in the business after distribution of dividend and transfer to
reserves. It is available for distribution as dividend, issuance of bonus shares, or to be retained for reinvestment in business operations.
On June 12, 2025, a dividend of Rs. 1.40 per equity share (Face value of 10/- each) was recommended by the Board of Directors which is subject to shareholders
approval. If approved, there would be cash outflow amounting to approximately 233.22 Lakhs (including Tax Deducted at source).
Note:
1.The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company.
2. The Company does not have any Revaluation Reserve.
3. The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and Liabilities, Statement of
profits and losses and Statement of cash flows appearing in Annexures IV, I, II and III respectively.
220Note - 2
RESTATED STATEMENT OF LONG TERM BORROWINGS
(₹ in Lakhs)
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Long-term borrowings
i) Term Loans from banks & financial institutions:
Secured Loans 1067.24 421.09 537.41
ii) Loans from related parties
Unsecured Loans 1012.02 1070.50 2700.52
Total 2079.26 1491.59 3237.94
Note:
1. The terms and conditions and other information in respect of Secured Loans and Unsecured Loans are given in Note- 6(A) and Note-
6(B) to the Restated Financial Statements.
2. The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and
Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
3. The balance in Partners' Current capital A/c as on January 16, 2022 was transferred to Unsecured loan from directors on conversion of
the firm into a public limited company on January 17,2022.
221Note - 3
RESTATED STATEMENT OF DEFERRED TAX (ASSETS) / LIABILITIES
(₹ in Lakhs)
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Opening Balance of Deferred Tax (Asset) / Liability (A) 0.01 (15.04) 4.77
(DTA) / DTL on Timing Difference in Depreciation 36.82 (4.15) (6.75)
as per Companies Act and Income Tax Act.
(DTA) / DTL on account of Gratuity provision (1.23) (1.60) (1.90)
(DTA) / DTL on account of Sec. 43B of Income Tax Act (9.64) 20.80 (11.16)
Closing Balance of Deferred Tax (Asset) / Liability (B) 25.96 0.01 (15.04)
Current Period/ Year Provision (B-A) 25.95 15.04 (19.81)
Note
1. The above statement should be read with the significant accounting policies and notes to the Restated Statement of
Assets and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III
respectively.
222Note - 4
RESTATED STATEMENT OF OTHER LONG TERM LIABILITIES
(₹ in Lakhs)
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Security Deposit - - 5.00
Total - - 5.00
Note
1. The above statement should be read with the significant accounting policies and notes to the Restated
Statement of Assets and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures
IV, I, II and III respectively.
223Note - 5
RESTATED STATEMENT OF LONG TERM PROVISIONS
(₹ in Lakhs)
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
a. Provision for employee benefits
Gratuity Provision - Long Term 43.85 29.13 16.07
(Refer Note 35)
Total 43.85 29.13 16.07
1. As per Accounting Standard 15 - "Employee Benefits", the disclosure of Employee Benefits as defined in the
accounting standard are given below:
Defined Benefit Plan : Present value of gratuity is determined based on actuarial valuation using the projected unit
credit method (Refer Note 35)
2. The above statement should be read with the significant accounting policies and notes to the Restated Statement
of Assets and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III
respectively.
2246
Note - 6
RESTATED STATEMENT OF SHORT TERM BORROWINGS
(₹ in Lakhs)
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Short-term borrowings
(a) Loans repayable on demand from bank
Secured
(i) Cash credit 7340.21 7667.60 2338.63
(ii) Overdraft 1058.72 946.31 269.05
(iii) Pre-shipment credit FC from ICICI bank 583.61 496.00 713.01
(iv) Working Capital demand loans 6224.69 1600.00 505.53
Total Secured Short-term Borrowings (i) 15207.23 10709.91 3826.21
Unsecured
From Banks 0.00 0.00 0.00
Total Unsecured Short-term Borrowings (ii) 0.00 0.00 0.00
Sub-Total (I) 15207.23 10709.91 3826.21
(b) Current maturities of long term borrowings (II) 123.14 114.22 141.59
Total 15330.38 10824.13 3967.80
Note:
1. The terms and conditions and other information in respect of Secured Loans and Unsecured Loans are given in Note- 6(A) and
Note- 6(B) to the Restated Financial Statements.
2. The Company does not have any continuing default in repayment of loans and interest as on the reporting date.
3. The company is not declared as "wilful defaulter" by any bank or financial Institution or other lender as on the reporting date.
4. The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets
and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
225Note - 6(A)
RESTATED STATEMENT OF PRINCIPAL TERMS OF SECURED TERM LOANS AND ASSETS CHARGED AS SECURITY
(A) RESTATED STATEMENT OF PRINCIPAL TERMS OF SECURED LOANS AND ASSETS CHARGED AS SECURITY
Outstanding amount as at (as per Books) (₹ in Lakhs)
Sanctioned
Repayment Terms
Sr.No. Name of Lender Bank Purpose Amount (In Rate of interest Primary & Collateral Security
31.03.2025 31.03.2024 31.03.2023
Lakhs)
a) Primary Security:
Cash Credit 523.16 396.63 -
9.7% (Floating Rate/ Secured against Book Debts and stock of the company
Linked with Repo b) Collateral Security Repayable on Demand
1 HDFC Bank 2000.00 Rate)and Current Personal Guarantee of promoters and member of promoter
Working Capital Demand Loan Reference Rate 6.5% group 1200.00 1100.00 -
a)Primary Security: Export Packing Credit loans will be allowed upto 180 days or expiry
Repo rate plus "spread"
Export Packing Credit 3750.00 Secured against immovable property located at B1-3A,B1-3B,B1- of contracts/ Export LCs or Expiry of process cycle, whichever is 583.61 496.00 713.01
(variable) - per annum
4A,B1-4B, 1st Floor, La Kozy Mansion, Near Girgaon earlier
Sublimit of Chowpathy, Mumbai-400007
Repo rate plus "spread"
Cash Credit Export Paking b) Collateral Security: 697.54 2081.81 2338.63
(variable) - per annum
Credit - 3000 Secured against Current Assets of the company
12 months/ Repayable on Demand
c) Guarantors:
Working Capital Demand Loan Sublimit of Cash Specified Interest rate as i) Personal Guarantee of promoters and member of promoter 1735.72 500.00 -
2 ICICI Bank Credit - 500 per the Disbursement group
ii) Corporate Guarantee:
Bank's External a) Secured by extension of second ranking charge over all the
Benchmark lending rate (I-existing securities created in favour of the ICICI bank and a)Moratorium on principal amount for a period of 12 months.
Working Capital Term Loan /
349.30 EBLR)-7.7% plus charge to be created on assets created under the facility b)Principal outstanding amount to be repaid in 36 equal monthly - 83.91 201.87
(ECLGSS)
"spread"(variable) - per b) Secured by Guarantee of NCGTC (National Credit Guarantee instalments
annum Trustee Company)
Secured against Immovable Property loacated at Flat No. 1003,
10TH Floor, Building No. 7A & 7B,Saptarishi CHSL, NEW D. N. 179 equal monthly installments of ₹1,33,510/- payable on 5th of
3 IDFC First Bank Business Expansion 125.80 10.75% (Floating Rate) - 89.43 96.25
NAGAR, D.N.NAGAR,NEARJOEY'S,MUMBAI,MAHARASHTRA, every month
400047
Sanctioned Outstanding amount as at (as per Books) (Rs.Lakhs)
Repayment Terms
Sr.No. Name of Lender Bank Purpose Amount (In Rate of interest Primary & Collateral Security
31.03.2025 31.03.2024 31.03.2023
Lakhs)
Term Loan 1230.00 9.15% Maximum 120 months including Nil Mortarium period 1190.38 - -
4 Kotak Bank Cash Credit 2900.00 3 Months Repo plus Refer Note 1 , 2 & 3 Repayable on Demand 901.55 2499.48 730.53
"spread"
Working Capital Demand Loan Maximum 120 days 1738.97 - -
a) Collateral Security:
Overdraft 500.00 i) Mortgage by deposit of title deeds pertaining to residential Repayable on Demand 185.15 (1.33) -
property bearing Flat No. 2802, 28th Floor, Shikhar Building
MBOR 6.50% plus
5 Deutsche Bank Oshiwara Adarsh CHSL, Adarsh Nagar Road No.1, Oshiwara ,
"spread" (variable)
Sublimit of Jogeshwari (W), Mumbai - 400102
Working Capital Demand Loan Overdraft - 500 ii) Fixed Deposits held with Deutsche Bank Upto 90 days 300.00 - -
a) Primary Security:
Secured against Entire current assets of the company
b) Collateral Security:
Secured against immovable property located at B1-3A,B1-3B,B1-
4A,B1-4B, 1st Floor, La Kozy Mansion, Near Girgaon
Chowpathy, Mumbai-400007
c) Guarantors:
Catholic Syrian bank Cash Credit 3025.00 i) Personal Guarantee: 12 months/ Repayable on Demand 3022.77 2689.68 -
6 (CSB) 10.50% Personal guarantee by promoters and member of promoter
group
ii) Corporate Guarantee:
Nem India Development construction private limited
Overdraft 875.00 7 Years 873.57 947.64 -
226Sanctioned Outstanding amount as at (as per Books) (Rs.Lakhs)
Repayment Terms
Sr.No. Name of Lender Bank Purpose Amount (In Rate of interest Primary & Collateral Security
Lakhs) 31.03.2025 31.03.2024 31.03.2023
a) Primary Security:
Secured against Entire current assets of the company
Bank's External
b) Collateral Security:
Benchmark lending rate (I-
7 Union Bank Cash Credit 2000.00 Collateral Coverage offered to Union Bank should not be less 12 months/ Repayable on Demand 1991.85 - -
EBLR) - 9.25% plus 0.70
than the collateral coverage offered to other members/ Banks.
% per annum
c) Guarantors:
Personal Guarantee of promoters and member of promoter
group
Secured against Immovable Property loacated at Flat No. 3204,
Fixed Assets Expansion/Property
8 Reliance Home Finance 450 8.90% 32nd Floor Towards B Wing Oberoi spring , Off New Link Road , 216 Months - 361.98 379.51
Loan
Andheri west Mumbai , Maharshtra
Bank's External Margin- NIL margin Since overdraft facility
Sub Limit of Benchmark lending rate (I-Security - 110 % of FD
9 Yes Bank Overdraft Import Financing- EBLR)-6.50% plus 12 months/ Repayable on Demand - - 44.05
500 "spread"(variable) - per
annum
a) Primary Security:
First pari-passu charge on current assets of Mortgage Bankers'
9.65% p.a. linked to 6
Cash Credit 2500.00 Association 203.35 - -
10 IndusInd Bank month CD rate b) Collateral Security: Repayable on demand, subject to review at annual intervals or as
may be decided by the Bank
Fixed deposit of INR1000 lakhs
c) Guarantors:
Personal Guarantee of promoters and relative of promoters
Sublimit of Cash 9.40% p.a. linked to 6
Working Capital Demand Loan 1250.00 - -
credit- 2500 month CD rate
Note :
1) Applicable for all Facilities
a) Primary Security
i) Secured against Hypothecation charge on all existing and future Current asset of the company.
ii) Secured against Hypothecation charge on all existing and future Movable Fixed Assets of the company.
b) Collateral security
Personal guarantee of promoters and their relatives.
2) Applicable for Facility 1: Term Loan
a) Primary Security
Secured against immovable property of Monika Alcobev Limited located at Office No. 2403, 24th Floor, Lotus Signature, Near Lotus Grandeur, Captain Sawant Marg, Off. Veera Desai Marg, Oshiwara, Andheri West, Mumbai, 400054.
3) Applicable for Facility 2 & its Sub - limit to the extent of Rs. 290 lakhs
a) Primary Security
i) Secured against immovable property of Kunver Bhimji Patel located at Flat 3303 & 3304, 33th floor, wing B-2 Andheri (West) Oberoi Spring, Off Link Road, Mumbai, Maharashtra- 400 058 along with 2 car parking Carpet Area – 847 sq ft
ii) Secured against immovable property of Bacchu Chandat located at Shop No. 119, 01st Floor, Milan Shopping Centre (on site named as Milan Garment Hub and Gold Cinemas), MSEB Colony, PV Avasare Marg, CTS No.1629 of Village Vile Parle , Santacruz (W), Mumbai,400054
227(B) Quarterly statements of current assets filed by the Company with the banks are in agreement with the books of accounts.
As at March 31, 2025
Amount as per Amount as reported in Reason
books of quarterly
Quarter Name of the Bank Particulars of Securities provided accounts return/statement Amount of difference
Trade Recievables 9577.23 9577.23 0.00
Q1 ICICI Bank and others
Inventories 9697.32 9697.32 (0.00)
Trade Recievables 9476.39 9476.39 0.00
Q2 ICICI Bank and others
Inventories 9929.22 9929.22 (0.00)
i) Add: The difference of ₹ 31.84 lakhs on account of provision for
schemes and discount reduced in the Restated financial statements
from Trade receivables.
ii) Less: Balance ₹6.09 lakhs on account of advance received from
Trade Recievables 9673.50 9698.73 (25.23)customers netted off in the figures as per stock statement whereas
Q3 ICICI Bank and others
the same in shown separetely in Note-8 to the Restated financial
statements.
iii) ₹ 0.52 lakhs on account of effect on opening balance of trade
receivables due to restatement in earlier period.
Inventories 15614.19 15614.19 0.00
Trade Recievables 10187.88 10188.82 (0.95)Difference is immaterial
Q4 ICICI Bank and others
Inventories 14942.06 14977.06 (35.00)The Difference is on account of write-off of stock.
As at March 31, 2024
Amount as per Amount as reported in Reason
books of quarterly Amount of difference
Quarter Name of the Bank Particulars of Securities provided accounts return/statement
Q1 Trade Recievables 5627.38 5627.38 0.00 -
ICICI Bank and others Inventories 4852.36 4852.36 0.00 -
Q2 Trade Recievables 5491.34 5491.34 0.00 -
ICICI Bank and others Inventories 6548.51 6548.51 0.00 -
Q3 Trade Recievables 6324.35 6324.35 0.00 -
ICICI Bank and others Inventories 7398.70 7398.70 0.00 -
The difference of Rs. 31.15 lakhs is on account debit note for excise
duty recovered from customer & balance difference of Rs.49.42
Trade Recievables 9318.20 9398.77 (80.57)
Q4 lakhs is on account of foreign exchange difference accounted
during finalization of books of accounts.
ICICI Bank and others Inventories 8563.01 8566.95 (3.95)Difference is immaterial
As at March 31, 2023
Amount as per Amount as reported in Reason
books of quarterly
Quarter Name of the Bank Particulars of Securities provided accounts return/statement Amount of difference
Trade Recievables 3225.04 3225.04 0.00 -
Q1 ICICI Bank and Others Inventories 3049.17 3049.17 0.00 -
Trade Recievables 3713.29 3713.29 0.00 -
Q2 ICICI Bank and Others Inventories 3379.24 3379.24 0.00 -
Trade Recievables 4674.15 4674.15 0.00 -
Q3 ICICI Bank and Others Inventories 4205.90 4205.90 0.00 -
Trade Recievables 6379.47 6379.47 0.00 -
Q4 ICICI Bank and Others Inventories 3962.81 3962.81 0.00 -
228Note -6(B)
RESTATED STATEMENT OF TERMS & CONDITIONS OF UNSECURED LOANS
Outstanding amount as at (as per Books)
(Rs. Lakhs)
Rate of interest Re-Payment
Name of Lender Purpose
(P.A.) Schedule
March 31, 2025 March 31, 2024 March 31, 2023
Bhimji Nanji Patel Business Loan 0% On Demand 993.95 605.58 2134.10
Kunal Bhimji Patel Business Loan 0% On Demand 18.07 464.92 566.42
Total 1012.02 1070.50 2700.52
229Note - 7
RESTATED STATEMENT OF TRADE PAYABLES
(₹ in Lakhs)
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Trade payables
For Goods and Services
- due to micro enterprises and small enterprises - 63.61 41.62
- due to creditors other than micro enterprises and small enterprises 2418.11 1330.00 2312.62
Total 2418.11 1393.61 2354.24
Trade Payables ageing schedule - As at March 31, 2025 (₹ in Lakhs)
Outstanding for following periods from due date of payment
Particulars More than 3
Not Due Unbilled Less than 1 year 1-2 years 2-3 year Total
years
MSME - - - - - -
Others - - 2281.86 136.25 - - 2418.11
Disputed dues – MSME - - - - - - -
Disputed dues – Others - - - - - - -
Total - - 2281.86 136.25 - - 2418.11
Trade Payables ageing schedule - As at March 31, 2024 (₹ in Lakhs)
Outstanding for following periods from due date of payment
Particulars More than 3
Not Due Unbilled Less than 1 year 1-2 years 2-3 year Total
years
MSME - - 63.61 - - - 63.61
Others - 44.25 1223.21 62.54 - - 1330.00
Disputed dues – MSME - - - - - - -
Disputed dues – Others - - - - - - -
Total - 44.25 1286.82 62.54 - - 1393.61
Trade Payables ageing schedule - As at March 31, 2023 (₹ in Lakhs)
Outstanding for following periods from due date of payment
Particulars More than 3
Not Due Unbilled Less than 1 year 1-2 years 2-3 year Total
years
MSME - - 41.62 - - - 41.62
Others - - 2207.85 104.77 - - 2312.62
Disputed dues – MSME - - - - - - -
Disputed dues – Others - - - - - - -
Total - - 2249.47 104.77 - - 2354.24
Note:
1.The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company.
2. Amount due to entities covered under Micro, Small and Medium Enterprises as defined in the Micro, Small, Medium Enterprises Development Act, 2006, have been identified
on the basis of information available with the Company.
3. Ageing of the Supplier, alogwith any amount involved in disputes as required by Schedule III of Companies Act, 2013 is disclosed below after it becomes due for payment. In
case of no credit terms defined the break-up of agewise supplier balance is given below after consiering from the date of transactions.
4. The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and Liabilities, Statement of Profit and loss and Cash
Flow Statement appearing in Annexures IV, I, II and III respectively.
The following is the disclosure with regards to interest on MSME creditors (₹ in Lakhs)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
a) (i) The principal amount remaining unpaid to any supplier at the end of accounting year included in trade payables - 63.61 41.62
(ii) The interest due on above - - -
The total of (i) & (ii) - 63.61 41.62
b) The amount of interest paid by the buyer in terms of section 16 of the Act - - -
c) the amount of interest due and payable for the period (where the
- - -
principal has been paid but interest under the MSMED Act, 2006 not paid)
d) The amounts of interest accrued and remaining unpaid at the end of financial year - - -
e) The amount of further interest remaining due and payable even in the succeeding years, until such date when the
interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible
- - -
expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.
The above information has been determined to the extent such parties have been identified on the basis of information available with the company and the same has been relied
upon by the auditors.
230Note - 8
RESTATED STATEMENT OF OTHER CURRENT LIABILITIES
(₹ in Lakhs)
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
a) Interest accrued & due on borrowings:
Interest on Overdraft and Cash credit 35.52 57.10 10.44
b) Interest accrued but not due on borrowings:
IDFC First Bank - 0.53 0.67
Reliance Home Finance - 1.86 1.94
Kotak Term Loan 9.30 - -
c) Advance from customers 36.06 189.50 185.14
d) Other payables:
i) Statutory dues payable 456.43 474.28 899.42
ii) Expenses payable 1543.78 686.84 54.43
Total 2081.09 1410.11 1152.06
Note:
1.TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementofAssetsand
Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
231Note - 9
RESTATED STATEMENT OF SHORT TERM PROVISIONS
(₹ in Lakhs)
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
a) Provision for employee benefits
Gratuity 5.55 2.91 1.60
(Refer Note 35)
b) Other provisions:
Provision for income tax (net of advance tax & TDS) 804.35 637.83 381.62
Provision for Unrealised loss on Forward Contract - - 12.93
Provision for Factoring expenses - - 11.35
Total 809.90 640.74 407.51
Note:
1.TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementof
AssetsandLiabilities,StatementofProfitandlossandCashFlowStatementappearinginAnnexuresIV,I,IIandIII
respectively.
23210
Note - 10
RESTATED STATEMENT OF PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS
Period as on March 31, 2025: (₹ in Lakhs)
Gross block Depreciation and Amortization Net Block
Particulars Balance Balance Balance Depreciation Deduction Balance As at As at
as at Additions Disposals as at as at for the for the as at
April 1, 2024 March 31, 2025 April 1, 2024 year year March 31, 2025 March 31, 2025 April 1, 2024
A) Property, Plant and Equipments
Buildings
Office Premises 475.17 1412.73 171.19 1716.72 93.39 57.33 42.67 108.05 1608.66 381.78
Plant And Equipments
a) Plant and machinery
Air Conditioner 10.46 - - 10.46 3.70 1.22 - 4.92 5.54 6.76
Projector 1.10 - - 1.10 0.38 0.13 - 0.51 0.59 0.72
Camera 0.42 - - 0.42 0.15 0.05 - 0.20 0.23 0.27
Container 2.95 - - 2.95 0.58 0.43 - 1.01 1.94 2.37
Slush Machine 17.47 - - 17.47 2.55 2.70 - 5.25 12.22 14.92
Wine Cooler 1.78 - - 1.78 0.27 0.27 - 0.54 1.24 1.51
Refrigerator - 0.12 - 0.12 - 0.02 - 0.02 0.10 -
Inverter - 0.12 - 0.12 - 0.02 - 0.02 0.10 -
Hand dryer - 0.15 - 0.15 - 0.02 - 0.02 0.13 -
Water filter - 0.93 - 0.93 - 0.03 - 0.03 0.91 -
Dish washer - 0.21 - 0.21 - 0.00 - 0.00 0.20 -
b) Computer
Computer 10.33 18.60 - 28.93 9.21 3.01 - 12.22 16.71 1.12
Laptop 27.69 21.75 - 49.45 18.71 11.40 - 30.12 19.33 8.98
Printer 2.41 2.34 - 4.75 1.02 1.22 - 2.24 2.51 1.38
Tablet 13.89 1.14 - 15.03 6.96 4.48 - 11.44 3.59 6.93
Firewall Hardware 1.17 - - 1.17 1.08 0.08 - 1.16 0.01 0.09
Barcode Scanner 4.14 - - 4.14 3.15 0.63 - 3.78 0.37 0.99
Leasehold improvements
Delhi office 4.60 - - 4.60 3.26 0.60 - 3.86 0.73 1.34
Mumbai 32.89 - - 32.89 7.95 11.24 - 19.19 13.70 24.94
Office Equipment
CCTV Camera 1.67 0.30 - 1.97 0.53 0.60 - 1.13 0.84 1.14
Landline phone/ Mobile phone 0.93 0.22 - 1.15 0.42 0.24 - 0.66 0.49 0.51
Air Conditioner 1.80 21.67 - 23.48 0.75 1.28 - 2.03 21.45 1.05
Projector 0.44 - - 0.44 0.00 0.20 - 0.20 0.24 0.44
IBPX system 0.59 0.44 - 1.03 0.08 0.25 - 0.32 0.70 0.51
Panasonic Movie Camera 0.33 - - 0.33 0.07 0.12 - 0.19 0.14 0.26
Telivision - 3.57 - 3.57 - 0.13 - 0.13 3.45 -
Vaccum - 0.60 - 0.60 - 0.03 - 0.03 0.57 -
Furniture & Fixtures
Furniture-Office 73.86 127.94 - 201.81 32.44 13.65 0.00 46.09 155.72 41.42
CCTV Camera 0.60 - - 0.60 0.28 0.08 0.00 0.36 0.23 0.32
Fan 0.11 - - 0.11 0.05 0.01 0.00 0.06 0.04 0.06
Vehicle
Motor Car 44.09 - - 44.09 24.54 6.11 - 30.65 13.45 19.55
Scooter 1.16 - - 1.16 0.65 0.16 - 0.81 0.35 0.51
Total 732.05 1612.85 171.19 2173.71 212.17 117.73 42.67 287.23 1886.48 519.88
23310
Note - 10
RESTATED STATEMENT OF PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS
Gross block Depreciation and Amortization Net Block
Particulars Balance Balance Balance Amortization Deduction Balance As at As at
as at Additions Disposals as at as at for the for the as at
April 1, 2024 March 31, 2025 01.04.2023 year year March 31, 2025 March 31, 2025 April 1, 2024
B) Intangible Assets
Software 28.00 1.75 - 29.75 5.47 5.74 - 11.21 18.54 22.53
Total 760.05 1614.60 171.19 2203.46 217.64 123.47 42.67 298.44 1905.02 542.41
Notes:
a.TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementofAssetsandLiabilities,StatementofProfitandlossandCashFlowStatementappearinginAnnexuresIV,
I, II and III respectively.
b. There has been no Capital Work in Progress as at March 31, 2025.
c. There are is no impairment loss during the period ended March 31, 2025.
d. Of the above, moveable fixed assets are pledged as first charge to banks providing terms loans and second charge to banks providing working capital loans.
e. The title deeds of immovable property (other than properties held as a lessee and the lease agreements are duly executed in favour of the lessee):
ThetitledeedsofimmovablepropertiesdisclosedinthefinancialstatementsheldinthenameofM/s.MonikaEnterprises(“theerstwhilepartnershipfirm”)asthesearetransferredonaccountofconversionofM/s.
MonikaEnterprises(“theerstwhilepartnershipfirm”)intoM/s.MonikaAlcobevLimited(“theCompany”)andthetransferprocesswascompletedonAugust21,2023.Therefore,thetitledeedsofallimmovableproperties
disclosed in the financial statements are duly held in the name of the Company as at March 31, 2025.
23410
Note - 10
RESTATED STATEMENT OF PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS
FY 2023-24 (₹ in Lakhs)
Gross block Depreciation and Amortization Net Block
Particulars Balance Balance Balance Depreciation Deduction Balance As at As at
as at Additions Disposals as at as at for the for the as at
April 1, 2023 March 31, 2024 April 1, 2023 year year March 31, 2024 March 31, 2024 April 1, 2023
A) Property, Plant and Equipments
Buildings
Office Premises 475.17 - - 475.17 53.31 40.08 - 93.39 381.78 421.86
Plant And Equipments
a) Plant and machinery
Air Conditioner 10.46 - - 10.46 2.20 1.49 - 3.70 6.76 8.26
Projector 1.10 - - 1.10 0.23 0.16 - 0.38 0.72 0.87
Camera 0.42 - - 0.42 0.09 0.06 - 0.15 0.27 0.34
Container 2.95 - - 2.95 0.05 0.52 - 0.58 2.37 2.90
Slush Machine 1.87 15.60 - 17.47 0.05 2.50 - 2.55 14.92 1.82
Wine Cooler 0.23 1.55 - 1.78 0.04 0.23 - 0.27 1.51 0.19
b) Computer
Computer 9.03 1.30 - 10.33 5.09 4.12 - 9.21 1.12 3.94
Laptop 20.43 7.26 - 27.69 11.58 7.14 - 18.71 8.98 8.85
Printer 1.30 1.10 - 2.41 0.22 0.81 - 1.02 1.38 1.09
Tablet 0.92 12.97 - 13.89 0.05 6.90 - 6.96 6.93 0.87
Firewall Hardware 1.17 - - 1.17 0.84 0.24 - 1.08 0.09 0.33
Barcode Scanner 3.69 0.45 - 4.14 1.78 1.37 - 3.15 0.99 1.91
Leasehold improvements
Delhi office 4.60 - - 4.60 2.16 1.10 - 3.26 1.34 2.43
Mumbai 0.00 32.89 - 32.89 - 7.95 - 7.95 24.94 -
Office Equipment
CCTV Camera 0.59 1.07 - 1.67 0.10 0.42 - 0.53 1.14 0.49
Landline phone/ Mobile phone 0.68 0.25 - 0.93 0.11 0.32 - 0.42 0.51 0.58
Air Conditioner - 1.80 - 1.80 - 0.75 - 0.75 1.05 -
Projector - 0.44 - 0.44 - 0.00 - 0.00 0.44 -
IBPX system - 0.59 - 0.59 - 0.08 - 0.08 0.51 -
Panasonic Movie Camera - 0.33 - 0.33 - 0.07 - 0.07 0.26 -
Furniture & Fixtures
Furniture-Office 68.72 5.14 - 73.86 18.98 13.46 - 32.44 41.42 49.74
CCTV Camera 0.60 - - 0.60 0.17 0.11 - 0.28 0.32 0.43
Fan 0.11 - - 0.11 0.03 0.02 - 0.05 0.06 0.08
Vehicle
Motor Car 44.09 - - 44.09 15.66 8.88 - 24.54 19.55 28.43
Scooter 1.16 - - 1.16 0.41 0.23 - 0.65 0.51 0.75
Total 649.29 82.76 - 732.05 113.15 99.02 - 212.17 519.88 536.14
23510
Note - 10
RESTATED STATEMENT OF PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS
Gross block Depreciation and Amortization Net Block
Particulars Balance Balance Balance Amortization Deduction Balance As at As at
as at Additions Disposals as at as at for the for the as at
April 1, 2023 March 31, 2024 April 1, 2023 year year March 31, 2024 March 31, 2024 April 1, 2023
B) Intangible Assets
Software 2.51 25.49 - 28.00 0.32 5.15 - 5.47 22.53 2.19
Total 651.79 108.25 - 760.05 113.47 104.17 - 217.64 542.41 538.33
Notes:
a.TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementofAssetsandLiabilities,StatementofProfitandlossandCashFlowStatementappearinginAnnexuresIV,
I, II and III respectively.
b. There is no Capital work-in-progress as at March 31, 2024.
c. There are is no impairment loss during the period ended March 31, 2024.
d. Of the above, moveable fixed assets are pledged as first charge to banks providing terms loans and second charge to banks providing working capital loans.
e. The title deeds of immovable property (other than properties held as a lessee and the lease agreements are duly executed in favour of the lessee):
ThetitledeedsofimmovablepropertiesdisclosedinthefinancialstatementsheldinthenameofM/s.MonikaEnterprises(“theerstwhilepartnershipfirm”)asthesearetransferredonaccountofconversionofM/s.
MonikaEnterprises(“theerstwhilepartnershipfirm”)intoM/s.MonikaAlcobevLimited(“theCompany”)andthetransferprocesswascompletedonAugust21,2023.Therefore,thetitledeedsofallimmovableproperties
disclosed in the financial statements are duly held in the name of the Company as at March 31, 2024.
23610
Note - 10
RESTATED STATEMENT OF PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS
FY 2022-23 (₹ in Lakhs)
Gross block Depreciation and Amortization Net Block
Particulars Balance Balance Balance Depreciation Deduction Balance As at As at
as at Additions Disposals as at as at for the for the as at
April 1, 2022 March 31, 2023 April 1, 2022 year year March 31, 2023 March 31, 2023 April 1, 2022
A) Property, Plant and Equipments
Buildings
Office Premises 475.17 - - 475.17 9.03 44.28 - 53.31 421.86 466.14
Plant And Equipments
a) Plant and machinery
Air Conditioner 10.46 - - 10.46 0.38 1.83 - 2.20 8.26 10.08
Projector 1.10 - - 1.10 0.03 0.19 - 0.23 0.87 1.07
Camera 0.42 - - 0.42 0.02 0.07 - 0.09 0.34 0.41
Container - 2.95 - 2.95 - 0.05 - 0.05 2.90 -
Slush Machine - 1.87 - 1.87 - 0.05 - 0.05 1.82 -
Wine Cooler - 0.23 - 0.23 - 0.04 - 0.04 0.19 -
b) Computer
Computer 6.46 2.57 - 9.03 1.09 4.00 - 5.09 3.94 5.37
Laptop 12.67 7.76 - 20.43 1.16 10.42 - 11.58 8.85 11.51
Printer 0.19 1.11 - 1.30 - 0.22 - 0.22 1.09 0.19
Tablet 0.71 0.21 - 0.92 - 0.05 - 0.05 0.87 0.71
Firewall Hardware 1.17 - - 1.17 0.15 0.69 - 0.84 0.33 1.02
Barcode Scanner - 3.69 - 3.69 - 1.78 - 1.78 1.91 -
Leasehold improvements
Delhi office 4.60 - - 4.60 0.16 2.00 - 2.16 2.43 4.43
Office Equipment
CCTV Camera - 0.59 - 0.59 0.00 0.10 - 0.10 0.49 -
Landline phone - 0.68 - 0.68 0.00 0.11 - 0.11 0.58 -
Furniture & Fixtures
Furniture-Office 51.58 17.14 - 68.72 2.40 16.58 - 18.98 49.74 49.18
CCTV Camera 0.60 - - 0.60 0.01 0.16 - 0.17 0.43 0.58
Fan 0.11 - - 0.11 0.00 0.03 - 0.03 0.08 0.10
Vehicle
Motor Car 44.09 - - 44.09 2.75 12.91 - 15.66 28.43 41.34
Scooter 1.16 - - 1.16 0.07 0.34 - 0.41 0.75 1.09
Total 610.48 38.80 - 649.29 17.26 95.89 - 113.15 536.14 593.23
23710
Note - 10
RESTATED STATEMENT OF PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS
Gross block Depreciation and Amortization Net Block
Particulars Balance Balance Balance Amortization Deduction Balance As at As at
as at Additions Disposals as at as at for the for the as at
April 1, 2022 March 31, 2023 April 1, 2022 year year March 31, 2023 March 31, 2023 April 1, 2022
B) Intangible Assets
Software 1.42 1.09 - 2.51 0.04 0.28 - 0.32 2.19 1.38
Total 611.91 39.89 - 651.79 17.30 96.17 - 113.47 538.33 594.61
Intangible asset under development - As at 31.03.2023 (₹ in Lakhs)
Amount in CWIP for a period of
Particulars Less than 1 More than 3
1-2 year 2-3 year Total
year years
Projects in progress 14.00 - - - 14.00
Projects temporarily suspended - - - - -
Total 14.00 - - - 14.00
Notes:
a.Theabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestorestatedstatementsofassetsandliabilities,StatementofprofitsandlossesandStatementofcashflowsappearinginAnnexures
IV, I, II and III.
b. There is no Capital work-in-progress as at March 31, 2023.
c. There are is no impairment loss during the period ended March 31, 2023.
d. Of the above, moveable fixed assets are pledged as first charge to banks providing terms loans and second charge to banks providing working capital loans.
e. The title deeds of immovable property (other than properties held as a lessee and the lease agreements are duly executed in favour of the lessee):
ThetitledeedsofimmovablepropertiesdisclosedinthefinancialstatementsareheldinthenameofM/s.MonikaEnterprises(“theerstwhilepartnershipfirm”)asthesearetransferredonaccountofconversionofM/s.
Monika Enterprises (“ the erstwhile partnership firm”) into M/s. Monika Alcobev Limited (“ the Company”) and the transfer is under process. The details thereof are as follows:
Reason for not being held in the
Whether title deed holder is a
Description of name of the company
Gross Carrying promoter, director or relative of
Relevant line item in the Balance sheet item of Title deeds held in the name of Property held since which date
value promoter / director or
property
employee of promoter /director
Building:
Transferred to company w.e.f.
Property, Plant & Equipment Office Premises 171.19 M/s. Monika Enterprises Predecessor firm January 17, 2022 (Held by Monika
at Remi
Enterprises since June 28, 2017)
Commercio The Transfer process is completed
on August 21, 2023.
Building:
Transferred to company w.e.f.
Property, Plant & Equipment Office Premises 303.98 M/s. Monika Enterprises Predecessor firm January 17, 2022 (Held by Monika
at Oberoi
Enterprises since June 28, 2017)
Springs
238Note - 11
RESTATED STATEMENT OF OTHER NON-CURRENT ASSETS
(₹ in Lakhs)
As at
Particulars
March 31, March 31, March 31,
2025 2024 2023
(i) Security deposits
Rent Deposit 133.16 124.90 110.77
Other deposits 15.69 10.94 10.27
(ii) Bank deposits with maturity term more than 12 months:
iii) Bank deposits held as margin money or security against borrowings,
guarantees and other commitments (maturity more than 12 months)
2.00 2.00 -
- Bank deposits with ICICI Bank
(refer Note-2 below)
(iv) Others
FD with UP VAT Department 0.25 0.25 0.25
VAT Appeal Fees FY 17-18 10.50 10.50 10.50
Total 161.60 148.59 131.79
Note:
1. The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and
Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
2. The Fixed deposits with ICICI bank shown above amounting to ₹ 2 lakhs is held as margin money for bank guarantee to the
Assessing Authority -Excise and Taxation, Gurgaon from December 29, 2023 to December 27, 2028.
239Note - 12
RESTATED STATEMENT OF INVENTORIES
(₹ in Lakhs)
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Stock-in-Trade:
Trading items 10694.96 8059.69 3852.82
Promotional items 757.64 507.27 109.99
Stock-in-Transit 3489.46 - -
(Valuation: Cost or Net realisable value; whichever is lower)
Total 14942.06 8566.95 3962.81
Note:
1. Inventory has been physically verified by the management of the Company at the end of respective year.
2. The above statement should be read with the significant accounting policies and notes to the Restated Statement of
Assets and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III
respectively.
24013
Note - 13
RESTATED STATEMENT OF TRADE RECEIVABLES
(₹ in Lakhs)
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Trade receivables
(a) Secured, considered good
Dues From Related parties - - -
Others - - -
(b) Unsecured, considered good
Dues From Related parties 388.91 1816.56 520.29
Others 9798.97 7772.23 6631.75
(b) Doubtful
Dues From Related parties - - -
Others - - 56.12
Total 10187.88 9588.79 7208.17
Trade Receivables ageing schedule - As at March 31,2025 (₹ in Lakhs)
Outstanding for following periods from due date of payment
Unbilled 6 months - 1 More than 3
Particulars Less than 6 1-2 year 2-3 year Total
Revenue year years
months
Undisputed Trade Receivables – considered good - 9175.80 786.22 225.86 - - 10187.88
Undisputed Trade Receivables – considered doubtful - - - - - - -
Disputed Trade Receivables – considered good - - - - - - -
Disputed Trade Receivables – considered doubtful - - - - - - -
Total - 9175.80 786.22 225.86 - - 10187.88
Trade Receivables ageing schedule - As at March 31, 2024 (₹ in Lakhs)
Outstanding for following periods from due date of payment
Unbilled 6 months - 1 More than 3
Particulars Less than 6 1-2 year 2-3 year Total
Revenue year years
months
Undisputed Trade Receivables – considered good - 9257.32 152.05 173.82 4.93 0.68 9588.79
Undisputed Trade Receivables – considered doubtful - - - - - - -
Disputed Trade Receivables – considered good - - - - - - -
Disputed Trade Receivables – considered doubtful - - - - - - -
Total - 9257.32 152.05 173.82 4.93 0.68 9588.79
Trade Receivables ageing schedule - As at March 31, 2023 (₹ in Lakhs)
Outstanding for following periods from due date of payment
Unbilled 6 months - 1 More than 3
Particulars Less than 6 1-2 years 2-3 year Total
Revenue year years
months
Undisputed Trade Receivables – considered good - 7095.32 51.56 4.49 - 0.68 7152.05
Undisputed Trade Receivables – considered doubtful - 8.81 25.81 21.50 - - 56.12
Disputed Trade Receivables – considered good - - - - - - -
Disputed Trade Receivables – considered doubtful - - - - - - -
Total - 7104.12 77.38 25.99 - 0.68 7208.17
Note:
1.TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementofAssetsandLiabilities,StatementofProfitandlossandCashFlow
Statement appearing in Annexures IV, I, II and III respectively.
2. Ageing of debtors is based on the date of transaction in case there is no credit period agreed at the time of Supply.
241Note - 14
RESTATED STATEMENT OF CASH & BANK BALANCE
(₹ in Lakhs)
As at
Particulars March 31,
March 31, 2025 March 31, 2024
2023
i). Cash and Cash Equivalents
a) Balances with banks
- In current accounts 32.85 26.25 11.73
b) Cash on hand 1.49 1.49 2.68
(A) 34.34 27.74 14.41
ii). Other bank balances
a) Earmarked balances with bank:
- Earmarked for CSR expenses 29.28 44.11 -
b) Balances with banks held as margin money or security against borrowings (Current portion):
Fixed deposit with HDFC bank (refer sub-note-1) 111.26 903.00 3.00
Fixed deposit with ICICI bank 2.10 2.10 -
(refer sub-note-2)
Fixed deposit with Yes Bank (refer sub-note-1) 65.70 64.48 60.42
Fixed deposit with Kotak Mahindra bank 1125.00 332.58 -
Fixed deposit with Union bank 550.00 - -
Fixed deposit with IndusInd Bank 600.00
Fixed deposit with Deutsche bank 220.00 - -
(B) 2703.34 1346.27 63.42
Total (A + B ) 2737.68 1374.01 77.84
Note:
1. Fixed deposit with HDFC bank (aggregate amount ₹ 3 lakhs) and Fixed deposit with Yes Bank are in the name of predecessor firm, M/s. Monika
Enterprises
2. The Fixed deposits with ICICI bank shown above amounting to ₹ 2.10 lakhs (including interest of 0.10 Lakhs) were held as margin money for bank
guarantee to the Assessing Authority -Excise and Taxation, Gurugaon till December 2, 2021 and then from June 7, 2023 to June 5, 2024.
3. The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and Liabilities, Statement
of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
242Note - 15
RESTATED STATEMENT OF SHORT-TERM LOANS AND ADVANCES
(₹ in Lakhs)
As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
1) (i) Loans and advances to related parties:
Unsecured, considered good - - 222.10
2) (ii) Others
(a) Loans and advances to employees 91.49 58.97 8.43
(b) Advance to suppliers 1136.66 364.45 474.54
(c) Prepaid Expenses 15.08 66.48 38.14
(d ) GST Receivable 610.33 258.18 70.20
(e ) Advance tax 470.16 576.62 57.00
(f) TDS & TCS 79.11 61.26 22.32
(g) Income Tax refund-receivable (A.Y. 2024-25) 14.57 - -
(h) CST Paid 0.13
Total 2417.52 1385.95 892.73
Note:
1. The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and Liabilities,
Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
2. List of persons/entities classified as 'Promoters' and 'Group Companies' has been determined by the Management and relied upon by the
Auditors. The Auditors have not performed any procedure to determine whether the list is accurate and complete.
3 .Loans and advances given to employees are in nature of advances against salaries and not in nature of loans, Therefore are not interest
bearing.
4.Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the 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
Amount of Loan or Advance in nature of Loans Percentage to the total Loans and Advances in the nature
Type of Borrower
outstanding of loans
Dated March 31, 2025 March 31,2024 March 31,2023 March 31, 2025 March 31,2024 March 31,2023
Promoters - - - - - -
Directors - - - - - -
KMP's - - - - - -
Related Parties - - 222.10 - - 100%
243Note - 16
RESTATED STATEMENT OF OTHER CURRENT ASSETS
(₹ in Lakhs)
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
(i) Others
Receivable from parties- Tax amount 11.32 11.32 11.32
Bank charges PCFC Loan receivable - - 0.79
Interest receivable on Fixed deposit 6.39 24.32 -
Consultancy Fees Paid (Pre IPO) 20.00
Total 37.71 35.64 12.11
Note:
1. The above statement should be read with the significant accounting policies and notes to the Restated
StatementofAssetsandLiabilities,StatementofProfitandlossandCashFlowStatementappearinginAnnexures
IV, I, II and III respectively.
244Note - 17
RESTATED STATEMENT OF REVENUE FROM OPERATIONS
(₹ in Lakhs)
For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
(a) Sale of products 25071.77 20085.68 15798.12
Less: Excise duty (1459.56) (2044.66) (2060.34)
Net sales 23612.21 18041.03 13737.78
(b) Other operating revenues:
Sales and marketing support services income 2.81 877.99 240.20
Event Fees (0.15) 0.99 -
Total 23614.87 18920.00 13977.98
Note:
1.TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementofAssets
and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
245Note - 18
RESTATED STATEMENT OF OTHER INCOME
(₹ in Lakhs)
For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
(a) Interest income:
Bank Interest 0.13 0.29 0.10
Interest on Fixed deposits 120.40 49.94 3.82
Interest on income tax refund - - 5.00
(b) Other non-operating revenue:
Sales Commission - 3.28 30.74
Net gain on foreign currency transactions and translation 95.49 132.62 0.08
(other than finance costs)
Sundry balances written back 4.42 8.39 18.13
Round Off 0.01 0.03 -
Discount received 0.30 1.09 -
Rent income - 12.00 -
Total 220.74 207.64 57.87
Note:
1.TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementofAssetsand
Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
246Note - 19
RESTATED STATEMENT OF PURCHASES OF STOCK IN TRADE
(₹ in Lakhs)
For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Purchase of Stock-in-trade (net of discount received) 16448.06 13174.28 7027.06
Add: Clearing & Forwarding Expenses 560.33 436.32 550.67
Duty Expenses 3955.41 2749.14 2227.67
Total 20963.80 16359.74 9805.40
Note:
1.TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementofAssets
and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
247Note - 20
RESTATED STATEMENT OF CHANGES IN INVENTORIES OF STOCK IN TRADE
(₹ in Lakhs)
For the Year ended
Particulars March 31, March 31, March 31,
2025 2024 2023
Inventories at the beginning of the year 8566.95 3962.81 2697.49
Less: Inventories at the end of the year (14942.06) (8566.95) (3962.81)
Total (6375.10) (4604.14) (1265.32)
Note:
1. The Inventory has been physically verified on periodic basis by the management.
2. The above statement should be read with the significant accounting policies and notes to the Restated
Statement of Assets and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in
Annexures IV, I, II and III respectively.
248Note - 21
RESTATED STATEMENT OF EMPLOYEE BENEFITS EXPENSES
(₹ in Lakhs)
For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
i) Salaries & wages
-Directors remuneration 125.40 - -
-Employees Salary Expenses 1251.37 887.57 590.09
ii) Contribution to Provident and Other Funds 45.32 35.38 24.29
iii) Staff Welfare 63.99 45.24 62.39
iv) Gratuity expenses 19.90 15.00 7.46
Total 1505.97 983.18 684.23
Note:
1.TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementofAssets
and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
249Note - 22
RESTATED STATEMENT OF FINANCE COSTS
(₹ in Lakhs)
For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
a) Interest expense:
Interest on Loans 137.58 102.46 148.56
Interest on Overdraft & Cash Credit 1375.98 763.15 318.93
Interest on TDS & TCS 7.64 0.40 2.01
Interest on Income Tax 21.88 34.80 3.72
b) Other borrowing cost:
Bank Charges 39.13 22.82 12.77
Valuation Charges 0.76 - -
Loan Processing fees and Stamp Duty 143.17 77.20 31.27
Factoring commission & charges - 0.16 11.35
c) Applicable net gain/loss on foreign currency transactions and 32.91 34.60 -
translation
Total 1759.05 1035.60 529.20
Note:
1.TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementofAssetsand
Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
250Note - 23
RESTATED STATEMENT OF DEPRECIATION & AMORTISATION
(₹ in Lakhs)
For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation on Property, Plant and Equipment 117.73 98.94 95.89
Amortisation on Intangible assets 5.74 5.23 0.28
Total 123.47 104.17 96.17
Note:
1.TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementof
Assets and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III
respectively.
251Note - 24
RESTATED STATEMENT OF OTHER EXPENSES
(₹ in Lakhs)
For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Payment to auditors (See Note-2 below) 13.15 8.43 6.35
Computer Expense 1.54 3.01 3.35
Commission 13.01 16.16 31.41
Corporate Action Fees 0.27 0.00 0.00
Corporate Social Responsibility (CSR) Expenditure 59.87 - -
(Refer Note no. 32)
Donations - 0.11 11.50
Director sitting fees 5.60 0.60 -
Export related expenses 2.35 5.19 12.94
Government and Licenses Fees 0.02 0.67 3.12
Foreign Exchange Loss - - 119.67
Insurance 23.62 34.80 13.25
Interest and late fees on Statutory dues 26.10 89.48 94.00
Office Expenses 33.88 22.03 13.00
Miscellaneous expenses 21.13 17.04 14.19
MVAT & CST (Assessment dues) 0.06 0.03 0.73
Postage & Courier Charges 76.10 23.69 20.45
Printing & Stationery 15.48 8.90 8.26
Profession Tax of Employer 0.02 0.02 0.02
Professional, legal and consultancy fees 451.70 256.52 176.09
Rent 66.38 32.80 9.43
Rates & Taxes 11.04 6.11 5.08
Repairs and Maintenance 46.86 20.96 2.93
ROC Filing Fees 21.06 - -
Software License Fees 20.13 10.92 3.35
Utility expenses 2.03 0.41 1.24
Share Issue Expenses 0.10 - -
GST-ITC written off 77.84 9.38 -
Total 989.34 567.24 550.35
252RESTATED STATEMENT OF OTHER EXPENSES SHOWN AS SEPARATE LINE ITEMS
(₹ in Lakhs)
For the Year ended on
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
(Expenses exceeding 1% of the revenue from operations or
Rs.1,00,000, whichever is higher as per provisions of the Companies
Act, 2013)
Sales and Marketing Expenses 903.07 1874.23 1420.50
Label and Brand Registration Fees 322.46 253.75 184.55
Storage charges 685.83 271.58 130.79
Total 1911.36 2399.55 1735.83
Note:
1. The above statement should be read with the significant accounting policies and notes to the Restated Statement of
Assets and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III
respectively.
2. Payment to auditors:
(₹ in Lakhs)
For the Year ended on
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Statutory Audit Fees 4.50 4.50 3.50
Tax Audit Fees 1.25 0.50 0.50
Other Professional Service 7.40 3.43 2.35
Total 13.15 8.43 6.35
253Note - 25
RESTATED STATEMENT OF RELATED PARTY TRANSACTION
Related Party Disclosures as required by Accounting Standard - 18
A. List of related parties:
Particlulars Names of Related Parties Nature of Relationship
Mr. Bhimji Nanji Patel Whole-time Director (w.e.f. 01-10-2024), Chairman and Whole-time Director (w.e.f. 01-02-2025) and Shareholder
of the Company.
Directors and Key Mr.Kunal Bhimji Patel Managing Director ( w.e.f. 01-02-2025) and Shareholder of the Company.
Management Personnel Mrs. Dhara Kunal Patel Director (upto 26-02-2025) and Shareholder of the Company.
(KMP) Mr. Ashish Manubhai Mandaliya Chief Financial Officer w.e.f . 01-01-2025
Mr. Kalpesh Himmatram Ramina Company Secretary w.e.f. 12-02-2025
Mr. Harshit Bhimji Patel Son of Mr. Bhimji Nanji Patel and brother of Mr. Kunal Bhimji Patel; and
Relatives of KMP
Shareholder of the company (till 24-03-2025)
Mrs. Kunverben Patel Wife of Mr. Bhimji Nanji Patel
Mrs.Kanta Chandat Sister of Mr. Bhimji Nanji Patel
Body corporate in which Directors are partners (till 19-06-2024)
Global Beverages Group LLP
Nem (India) Development & Construction Private Private Company in which Company’s Directors are Directors
Limited
Cask Spirit Marketing LLP Body corporate in which Directors were partners (till 29-06-2024)
Dionysus Bevtech LLP Body corporate in which Director is partner
Enterprises over KMP can Infinity Global Supply Chain Limited Public company having common shareholder- Mr. Kunal Bhimji Patel
exercise significant Public Company in which Company’s Directors are Directors (till 31-10-2024)
influence Infinity Distillery and Brewery Limited Public Company in which Company’s Directors are Directors (till 02-07-2024)
Public company having common shareholder- Mr. Kunal Bhimji Patel (till 28-10-2024)
Infinity Beverages UK Ltd. (William James & Sons Public Company in which Company’s Directors are Directors
Ltd.) – UK
James and Sons Distilleries Limited Public Company in which Company’s Directors were Directors (till 03-07-2024)
Revolutionary Brands Limited Foreign company in which Company's Directors were Directors (till 14-06-2024)
B Related party transactions (₹ in Lakhs)
Sr. For the Year ended For the Year ended For the Year ended
Name of Party Nature of Transactions
No. 31.03.2025 31.03.2024 31.03.2023
Dividend paid 80.00 80.00 -
1 Mr. Bhimji Nanji Patel Loan taken by the company* 3889.08 1371.75 1953.40
Loan repaid by the company* 3500.71 2900.27 2272.62
Director's remuneration # 67.80 - -
Dividend paid 60.00 60.00 -
2 Mr. Kunal Patel Loan taken by the company* - - 623.00
Loan repaid by the company* 446.85 101.50 516.70
Director's remuneration # 57.60 - -
Dividend paid 0.02 0.02 -
3 Mrs. Dhara Patel
Loan repaid by the company - - 0.28
Dividend paid 59.92 59.92 -
4 Mr. Harshit Patel
Loan repaid by the company* - - 23.84
5 Mr. Ashish Manubhai Mandaliya Remuneration to KMP# 16.53 - -
6 Mr. Kalpesh Himmatram Ramina Remuneration to KMP# 1.58 - -
7 Cask Spirit Marketing LLP Commission on sales (expense) - 11.39 30.80
Sale of goods - - 29.76
8 Infinity Distillery and Brewery Limited Purchase of goods 133.17 447.58 54.01
Sales & Marketing fees- income - 665.00 -
254Sr. For the Year ended For the Year ended For the Year ended
Name of Party Nature of Transactions
No. 31.03.2025 31.03.2024 31.03.2023
Sale of goods 663.24 207.05 212.96
Storage charges (expenses) 573.63 180.00 120.00
Security deposit given - - 100.00
Office Rent (expenses) 55.00 60.00 -
9 Infinity Global Supply Chain Limited Advance given to parties/ (adjusted) - 120.00 -
Advance given to parties adjusted - 120.00 45.90
Expenses reimbursable/ (recoverable) 84.44 - (2.54)
Expenses recovered/ (reimbursed) by the
(84.44) (2.13) 0.41
Company
Sale of goods - 3155.42 3238.63
Sales & Marketing fees- income - 0.50 -
10 Global Beverages Group LLP
Advance given to parties/ (adjusted) - (222.10) 222.10
Purchase of Goods - 1573.29 -
11 Dionysus Bevtech LLP Sale of goods - - 7.80
12 James and Sons Distillery UK Limited Sale of goods - 14.62 -
13 Revolutionary Brands Limited Sale of goods - 540.05 -
14 James and Sons Distilleries Limited Purchase of goods - - 25.34
Dividend paid 0.02 0.02 -
15 Mrs. Kanta Chandat
Loan repaid by the company* - - 2.53
Note : All transaction disclosed here are shown Net of Taxes
255C. Outstanding Balances
(₹ in Lakhs)
Sr.
Name of Party Nature of Transactions As at 31.03.2025 As at 31.03.2024 As at 31.03.2023
No.
Loan repayable* 993.95 605.58 2134.10
1 Mr. Bhimji Nanji Patel
Remuneration payable 11.80 - -
Loan repayable* 18.07 464.92 566.42
2 Mr. Kunal Patel
Remuneration payable 6.78 - -
3 Mr. Ashish Manubhai Mandaliya Remuneration to KMP# 9.31 - -
4 Mr. Kalpesh Himmatram Ramina Remuneration to KMP# 0.97 - -
5 Cask Spirit Marketing LLP ^ Advance received - 3.25 2.68
Trade receivables - 463.40 -
6 Infinity Distillery and Brewery Limited^
Trade Payables - 49.25 -
Trade receivables 388.91 0.00 124.69
Storage charges payable - 1.54 67.24
7 Infinity Global Supply Chain Limited ^
Rent Charges Payable 6.25 0.26 -
Security deposit given 100.00 100.00 100.00
Expenses recoverable - - 2.13
Trade receivables - 1164.10 3 95.60
8 Global Beverages Group LLP ^ Advance received from customer - - 155.52
Advance to suppliers - - 222.10
9 Revolutionary Brands Limited ^ Trade receivables - 189.06 -
* On incorporation of the company on January 17, 2022, the current capital account balances of the partners in the predecessor partnership firm as on January 16,2022 were taken over by Company as
Unsecured loans. These are repaid subsequently by the Company.
^ These parties are no longer related parties as at Balance sheet since the related party relationship ceases to exist on the date mentioned above against these parties in the 'A. List of related parties'.
# The remuneration to Key Managerial Personnel (KMP) excludes the provisions made for gratuity as these are determined on an actuarial basis for the Company as a whole.
- Further, the transactions mentioned in Note b above are only for the period till which the related party relation existed.
- The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing
in Annexures IV, I, II and III respectively.
256Note - 26
RESTATED STATEMENT OF CONTINGENT LIABILITIES AND COMMITMENTS
(₹ in Lakhs)
For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Contingent liabilities
a) Claims against Company not acknowledged as debts:
Central Sales Tax* 15.70 15.70 15.70
b) Guarantees** - - 2450.00
Total 15.70 15.70 2465.70
* Out of the disputed dues of ₹ 15.70 lakhs pertaining to M/s. Monika Enterprises (" the erstwhile firm) for F.Y. 2017-18 under the Central Sales Tax
Act, 1956, part payment is made of ₹ 8.57 lakhs). Final Stay order was granted vide order dated 28-01-2022 (MUM-VAT-E-913/MONIKA
ENTERPRISES/ 27641152441C/ CST/ 01.04.2017 - 31.03.2018/955065/Final Stay/4392397).
**The Company had given upfront corporate guarantee to ICICI Bank Limited on behalf of M/s. Global Beverages Group LLP (common director
company) for secured cash credit facility taken by the former from the mentioned bank of ₹ 500 Lakhs in F.Y. 2022-23. The loan is repaid by the
borrower in F.Y. 2023-24 and thus, the corporate guarantee is released.
Notes:
1. There is no claims against the Company not acknowledged as debts, nor any commitments are made by the Company other than as mentioned
above.
2. The Company had granted Corporate guarantee and security to S V C Co-operative Bank Ltd. for the credit facilities aggregating to ₹ 1950 Lakhs
granted by them to M/s. Global Beverages Group LLP in F.Y. 2022-23.As per letter from SVC Co-operative Bank Limited dt. 07-03-2024, the above
mentioned corporate guarantee was released.
3. The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and Liabilities,
Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
257Note - 27
RESTATED STATEMENT OF TAX SHELTER
(₹ in Lakhs)
For the Year ended on
Particulars March 31,
March 31, 2025 March 31, 2024
2023
(A) Profit before taxes as restated 3090.19 2282.29 1899.97
(B) Income Tax Rate (%) 25.17% 25.17% 29.12%
Permanent Differences
Expenses disallowed Under Section 40A of the IT Act 1961 - 15.00 17.68
Expenses disallowed Under Section 37 of the IT Act 1961 - 35.20 6.83
Expenses disallowed Under Section 36 of the IT Act 1961 - 0.01 0.10
Donation - 0.11 11.50
Interest on Late Payment of TDS & TCS 29.52 - -
Income not taxable (132.48) - -
Total Permanent Differences (102.96) 50.32 36.11
Timing Difference
Book Depreciation 123.47 104.17 96.17
Income Tax Depreciation allowed (137.30) (86.76) (72.18)
Expenses Disallowed Under Section 43B of the IT Act 1961 - - 38.31
Gratuity Provision disallowed 19.90 15.00 7.46
Gratuity Provision allowed on payment basis 0.00 0.64 -
allowance u/s 43B (1.82) (38.31) -
Total Timing Differences 4.24 (5.27) 69.76
Income considered separately - - -
Deductions Under Chapter VI A
80 G-Donations - - 5.75
Taxable Income/(Loss) 2991.48 2327.34 2000.09
Income Tax Payable on Above 752.89 585.75 582.43
Interest u/s 234B and 234C - 21.88 34.80
Total 752.89 607.62 617.22
AMT Credit eligible as per Income Tax returns Not applicable Not applicable 331.68
Note:
1.The aforesaid statement of tax shelters has been prepared as per the restated Summary statement of profits and losses of the Company.The
permanent/timing differences have been computed considering the ackowledged copies of the income-tax returns/Provisional computation of total
income of respective years as stated above.
2. The above statement is in accordance with Accounting Standard - 22, "Accounting for Taxes on Income" prescribed under Section 133 of the Act,
read with Rule 7 of Companies (Accounts) Rules, 2021 ( as amended).
3. Statutory tax rate includes applicable surcharge, education cess and higher education cess of the year concerned.
4.Tax paid under Tax regime U/s 115BAA option, thus, no MAT entitlement available to Company for the financial year ended March 31, 2024 and
March 31, 2023.
5. The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and Liabilities,
Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
258Note - 28
RESTATED STATEMENT OF CAPITALIZATION
(₹ in Lakhs)
Pre Issue
Particulars Post Issue
March 31, 2025
Debt
Short Term Debt 15207.23 *
Long Term Debt 2202.40 *
Total Debt 17409.64 *
Shareholders' Fund (Equity)
Share Capital 1665.88 *
Reserve and surplus - as restated 7935.04 *
Total Shareholders' Fund (Equity) 9600.92 *
Long Term Debt/Shareholders' Fund 0 .23 *
Total Debt/Shareholders' Fund 1 .81 *
(*)Thecorrespondingpostissuefiguresarenotdeterminableatthisstagependingthecompletionof
public issue and hence have not been furnished.
Notes
(i) Short term Debts represent which are expected to be paid/payable within 12 months and
excludes installment of term loans repayable within 12 months.
(ii) Long term Debts represent debts other than Short Term Debts as defined above but includes
installment of term loans repayable within 12 months grouped under other current liabilities.
(iii) The figures disclosed above are based on restated statement of Assets and Liabilities of the
Company as at March 31, 2025
(iv) The above statement should be read with the significant accounting policies and notes to the
Restated Statement of Assets and Liabilities, Statement of Profit and loss and Cash Flow
Statement appearing in Annexures IV, I, II and III respectively.
259Note - 29
RESTATED STATEMENT OF EARNINGS PER SHARE
(₹ in Lakhs except for shares , face Value (FV) and EPS)
For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Restated Profit after tax for the year attributable to shareholders of the Company (A)
2311.35 1659.63 1302.56
Number of Equity shares outstanding at the beginning of the year (B) 2 2,85,860 20,00,000 20,00,000
Number of Equity shares outstanding as at the end of year (C ) 1 ,66,58,761 22,85,860 20,00,000
(Includes 93,963 Equity Shares ₹10/- each and bonus shares in the ratio of six bonus
equity shares for every one Equity share held aggregating to 1,42,78,938 Bonus Equity
Shares of face value ₹10/- each issued by the Company during the year 2024-25)
Equivalent of element of Bonus Equity Shares for the previous finanical year (Refer sub- - 1,37,15,160 1,20,00,000
note-3 below)
Total adjusted number of Equity shares outstanding at the end of the year (after 1 ,66,58,761 1,60,01,020 1,40,00,000
considering issue of bonus shares)* (D)
Weighted Average Number of Equity shares (E) 1,65,98,489 20,47,643 20,00,000
Adjusted Weighted Average Number of Equity shares
1 ,65,98,489 1,43,33,503 1,40,00,000
(refer sub-note 3 below) (F )
Face Value per Share 1 0 10 10
Basic and Diluted Earning Per Share (₹) (A/E) 13.94 8 1.05 65.13
Basic and Diluted Earning Per Share (after restatement due to bonus issue) (refer sub-
13.94 1 1.58 9.30
note 3 below)
(₹) (A/F)
Notes
(1) The calculations are as below:
(a)Basicearningspershare(₹)-:NetprofitaftertaxasrestatedforcalculatingbasicEPS/Weightedaveragenumberofequitysharesoutstandingat
the end of the year .
(b)Dilutedearningspershare(₹)-: NetprofitaftertaxasrestatedforcalculatingdilutedEPS/Weightedaveragenumberofequitysharesoutstanding
at the end of the year for diluted EPS.
(2)Weightedaveragenumberofequitysharesisthenumberofequitysharesoutstandingatthebeginningoftheyearadjustedbythenumberofequity
sharesissuedduringtheyearmultipliedbythetimeweightingfactor.Thetimeweightingfactoristhenumberofdaysforwhichthespecificsharesare
outstandingasaproportionoftotalnumberofdaysduringtheyear.IncaseofBonusissue,theeventhasbeenconsideredasifithadoccurredatthe
beginning of restatement period.
(3)TheCompanyhasallottedbonussharesintheratio6:1i.e.sixadditionalsharesforeveryoneshareheldonFebruary26,2025pursuanttomembers'
resolutiondatedFebruary22,2025.Therefore,theEPSisrestatedforalltheprioryearsaspertherequirementsofAccountingStandard(AS)-20"
Earnings Per Share" i.e. the per share calculations for these restated financial statements is based on the new number of shares.
(4)TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementofAssetsandLiabilities,Statement
of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
260Note - 30
RESTATED STATEMENT OF MANDATORY ACCOUNTING RATIOS
(₹ in Lakhs except for shares , face Value (FV) and EPS)
For the Year ended on
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Net Worth (A) (A) 9600.92 5853.04 1712.19
Adjusted Profit after Tax (B) 2311.35 1659.63 1302.56
Number of Equity shares outstanding as at the end of the year (C)
1,66,58,761 2 2,85,860 20,00,000
Weighted Average Number of Equity shares after
considering Bonus Issue of Shares (D) 1,65,98,489 1,43,33,503 1,40,00,000
Face Value per Equity Share 1 0 1 0 10
Restated Basic and Diluted Earning Per Share (₹) (B/D) 13.94 11.58 9.30
Return on Net worth (%) (B/A) 24.07% 28.35% 76.08%
Net asset value per Equity share (A/C) (Face Value of ₹ 10
Each)Based on Actual Number of Equity Shares 57.63 256.05 8 5.61
Net asset value per Equity share (A/D) (Face Value of ₹ 10
Each) Based on Weighted Average Number of Equity Shares 57.84 40.83 1 2.23
Restated Earnings Before Interest, Tax, Depreciation and
Amortisation (EBITDA) (₹) 4619.49 3214.43 2467.48
Notes
(1) The ratios have been computed as below:
(a)Basicearningspershare(₹)-:NetprofitaftertaxasrestatedforcalculatingbasicEPS/Weightedaveragenumberofequitysharesoutstandingat
the end of the year.
(b) Diluted earnings per share (₹ ) - : Net profit after tax as restated for calculating diluted EPS / Weighted average number of equity shares
outstanding at the end of the year for diluted EPS.
(c) Return on net worth (%) -: Net profit after tax (as restated) / Net worth at the end of the year.
(d) Net assets value per share -: Net Worth at the end of the year / Total number of equity shares outstanding at the end of the year
(2) Weightedaveragenumberof equity sharesisthenumberof equitysharesoutstandingatthebeginningof the yearadjusted by the number of
equitysharesissuedduringtheyearmultipliedbythetimeweightingfactor.Thetimeweightingfactoristhenumberofdaysforwhichthespecific
sharesareoutstandingasa proportion of total numberof daysduring theyear. Incase of Bonus issue, the event has beenconsidered asif it had
occurred at the beginning of restatement period.
(3)Networthforratiosmentionedinnote1(c)and1(d)is=Equitysharecapital+Reservesandsurplus(including,SecuritiesPremiumandsurplusin
statement of profit and loss).
(4) The figures disclosed above are based on the restated summary statements of the Company.
(5) EBITDA has been calculated as Operating profit + Depreciation and Amortisation expenses+ Interest Expenses.
(6) The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and Liabilities,
Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
261Note - 31
RESTATED STATEMENT OF OTHER ACCOUNTING RATIOS
Analytical Ratios for year ended on March 31, 2025 and March 31, 2024
Particulars Numerator Denominator March 31, 2025 March 31, 2024 Variations Reason for variance exceeding 25%
Not applicable
(a) Current Ratio Current Assets Current Liabilities 1 .47 1 .47 0.06
Total Debts Equity Not applicable
(b) Debt-Equity Ratio 1 .81 2 .10 -13.82
Earning available for Debt
Increase in ratio on account of increase in
(c) Debt Service Coverage Ratio Service Interest + Installments 3 8.39 1 9.62 95.63 earnings available for debt service and decrease in
loan repayable as compared to previous year.
(d) Return on Equity (%) Profit after Tax Average Shareholder’s Equity 29.91% 43.88% -31.82 The decrease in the ratio is on account of increase
in share capital of the company through issue of
Bonus share and also increase due to new shares
during the year which overall increase the
Average Shareholders' Fund.
(e) Inventory turnover ratio Cost of Goods Sold Average Inventories 1 .24 1 .88 -33.86 The decrease in the ratio is on account of higher
inventory as at year end as compared to previous
year.
(f) Trade receivables turnover ratio Total Turnover Average Trade Receivable 2 .39 2 .25 Not applicable
6.01
(g) Trade payables turnover ratio Total Purchases Average Trade Payable 8 .63 7 .03 22.76 Increase in ratio on account of increase in
purchases and reduction in average trade payable
due to faster payments to suppliers.
(h) Net capital turnover ratio Total Turnover Average Working Capital 2 .89 3.45 Not applicable
-16.45
(i) Net profit (%) Net Profit Total Turnover 9.79% 8.77% Not applicable
11.58
(j) Return on Capital employed (%) EBIT Capital Employed 16.21% 16.19% Not applicable
0.13
(k) Return on investment (%) (Refer note 2){MV(T1) – MV(T0) – Sum [C(t)]} {MV(T0) + Sum [W(t) * C(t)]} Not applicable Not applicable Not applicable Not applicable
262Analytical Ratios for the year ended March 31, 2024 and March 31, 2023
Particulars Numerator Denominator March 31, 2024 March 31, 2023 Variations Reason for variance exceeding 25%
(a) Current Ratio Current Assets Current Liabilities 1 .47 1 .54 -4.78% Not applicable
(b) Debt-Equity Ratio Total Debts Equity 2 .10 4 .21 -50.00% Improvement in ratio due to repayment of debt
resulting into lower debt as compared to previous
year as well as increase in Equity on account of
new issue of equity shares
(c) Debt Service Coverage Ratio Earning available for Debt Interest + Installments 1 9.62 12.28 59.86% Increase in ratio on account of increase in
Service earnings available for debt service as compared to
previous year
(d) Return on Equity (%) Profit after Tax Average Shareholder’s Equity 43.88% 122.78% -64.26% Decrease in ratio on account of substantial
increase in Shareholders' equity due to securities
premium on issue of additional equity shares
during the year
(e) Inventory turnover ratio Cost of Goods Sold Average Inventories 1 .88 2 .56 -26.83% Decrease in ratio is on account of increase in
average inventory in FY 2023-24 as compared to
FY 2022-23.
(f) Trade receivables turnover ratio Total Turnover Average Trade Receivable 2 .25 2 .48 -9.14% Not applicable
(g) Trade payables turnover ratio Total Purchases Average Trade Payable 7 .03 4 .24 65.64% Increase in ratio on account of increase in
purchases and reduction in average trade payable
due to faster payments to suppliers
(h) Net capital turnover ratio Total Turnover Average Working Capital 3.45 3 .62 -4.54% Not applicable
(i) Net profit (%) Net Profit Total Turnover 8.77% 9.32% -5.87% Not applicable
(j) Return on Capital employed (%) EBIT Capital Employed 16.19% 25.92% -37.54% Decrease in ratio on account of substantial
increase in Shareholders' equity due to securities
premium on issue of additional equity shares
during the year
(k) Return on investment (%) (Refer note 1){MV(T1) – MV(T0) – Sum [C(t)]} {MV(T0) + Sum [W(t) * C(t)]} 0.00% 0.00% 0.00% Not applicable
Note:
The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II
and III respectively.
263Note - 32
RESTATED STATEMENT OF CSR EXPENDITURE
Schedule forming part of the restated financial statements
(₹ in Lakhs)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
A. Amount required to be spent by the company during the year 45.07 44.08 N/A
B. Amount of expenditure incurred during the year
(a) Construction/ Acquisition of asset - - N/A
(b) On purposes other than (a) 50.58 - N/A
C. Shortfall/(Excess) at the end of the year (5.51) 44.08 N/A
D. The shortfall amount , in respect of other than ongoing projects, transferred to a Fund specified in Schedule VII to the Act as per Sec 135 44.08 - -
(5) of the Act
E.The shortfall amount , in respect of ongoing projects, transferred to a special account as per Sec 135 (6) of the Act * - 44.11 -
F. Total of previous years' shortfall amounts 44.08 - N/A
G. Reason for shortfall Refer Sub Note 2 Refer Sub Note 2 N/A
H. Nature of CSR Activities Refer Sub Note 3 Nil N/A
Details of Ongoing Projects:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Opening balance (In separate Unspent CSR A/c) - Amount transferred in F.Y. 2023-24 44.08 0.00 0.00
Less:Amount spent during the year (from Unspent CSR A/c) (Refer sub-note 3(d)below) (9.29) 0.00 0.00
Amount pending to be spent (A) 34.79 0.00 0.00
Closing balance (In separate Unspent CSR A/c) (B) 29.28 0.00 0.00
Difference (A-B) (refer sub- note 2(c ) below) 5.51 0.00 0.00
* The amount is transferred to special account called - Monika Alcobev Limited-CSR A/c , balance being earmarked for unspent CSR expenditure related to identified projects for the year ended March 31, 2024.
Sub-Note-1:
a) Company has been determined CSR expenditure on basis ROC filing by the management and relied upon by the Auditors. The Auditors have not performed any other procedure.
b) The first financial year of the Company was from January 17, 2022 to March 31, 2023 i.e. for fifteen months. This being the first year of the company after incorporation, obligations for CSR expenditure as per the provisions of
section 135 of the Act were not applicable. The entity was partnership firm for the period ended January 16, 2022 and thus, the provisions of the Companies Act, 2013 were not applicable.
Sub Note 2: Reason for shortfall:
For F.Y. 2023-24:
The company was in the process of shortlisting the projects for CSR expenditure complying with the requirements of the Companies Act, 2013. Since, no suitable projects were shortlisted till year end, the required amount as per
the the provisions of the Act were transferred to ICICI bank A/c earmarked for Unspent CSR expenditure.
The company had shortlisted few projects for CSR expenditure complying with the requirements of the Companies Act, 2013 for previous year expenditure. The identified project did not materialise due to feasibility issues
identified by the management.
Since then, no other suitable projects were shortlisted till year end March 31, 2025, the required amount as per the the provisions of the Act are kept in ICICI bank A/c earmarked for Unspent CSR expenditure.
Sub Note 3:
For F.Y. 2024-25:
a. ₹ 45.07 lakhs spent as CSR amount given to Shree Hiraba Charitable Trust for the identified project by Trust as "CSR focusing on Rural Areas with Underprivileged Children, Girls and Women as same aligns with the Aarogya
Project of the Company as approved under CSR Action Plan 2024-25.
b. ₹ 5.51 lakhs paid to Rotary Club of Borivali, Charitable Trust for the Para Sports which aligns with activities relating to training to promote paralympic sports.
c. The Company has paid ₹ 5.51 lakh to Rotary Club of Borivali, Charitable Trust for Paralympics objective for FY 2024-2025. This amount was inadvertently paid from " Unspent CSR " Bank account. The Company has rectified the
same by transferring the amount of ₹ 5.51 lakhs again to this account on June 11, 2025. Accordingly, the balance in this account matches with balance yet to be spent towards ongoing project for which this amount was
earmarked.
d. The company had transferred the amount to Unspent CSR expenditure A/c for F.Y. 2023-24 for the ongoing project aimed at conservation of a lake situated in Meghpar, Kumbhardi, a village in Anjar Taluka, Kutch District,
Gujarat. However, this project could not be carried out due to unforeseen circumstances and lack of feasibility.
Therefore, CSR Committee amended the annual action plan accordingly, to undertake another ongoing project through implementing agency.
For this purpose,the company spent an amount of ₹9.29 lakhs from this account for previous year during the year ended March 31, 2025 towards contribution to Centre of CSR & Sustainability Excellence.
Sub Note 4:
The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and
III respectively.
264Note - 33
RESTATED STATEMENT OF C.I.F.VALUE OF IMPORTS
(₹ in Lakhs)
For the Year ended on
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Finished Goods 14812.53 7718.54 4998.78
Note:
The above statement should be read with the significant accounting policies and notes to the
Restated Statement of Assets and Liabilities, Statement of Profit and loss and Cash Flow Statement
appearing in Annexures IV, I, II and III respectively.
265Note - 34
RESTATED STATEMENT OF EARNINGS AND EXPENDITURE IN FOREIGN CURRENCY AND FOREIGN CURRENCY EXPOSURE
(₹ in Lakhs)
For the Year ended on
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
A) Earnings in foreign currency (INR Equivalent)
Export of Goods calculated on F.O.B. basis 8545.41 7386.41 2045.58
B) Foreign Currency Exposure (INR Equivalent) As at
March 31, 2025 March 31, 2024 March 31, 2023
I) Total Recievables:
a) In USD 4408.11 1952.83 3965.36
b) In EURO (5.63) 107.74
II) Total Payables:
a) In USD 1628.25 920.80 1367.53
b) In EURO 571.31 (57.36) 168.42
c) In GBP (5.72) 0.01 0.00
d) In AUD 10.73 29.43 0.00
III) Other Foreign currency Loans:
Pre-shipment Credit in foreign currency (PCFC Loan) in USD 583.61 496.00 713.01
Note:
The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets
and Liabilities, Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
266Note - 35
RESTATED STATEMENT OF EMPLOYEE BENEFITS DISCLOSURE
Employee Benefits Expense
The Company operates one post-employment defined benefit plan that provides gratuity. The gratuity plan entitles an employee, who has rendered at least five
years of continuous service, to receive one-half month’s salary for each year of completed service at the time of retirement. In case of employees completing
longer service periods, the Company’s unfunded scheme is more favourable as compared to the obligation under Payment of Gratuity Act, 1972.
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Assumptions (Opening Period)
Expected Return on Plan Assets N.A. N.A. N.A.
Rate of Discounting 7.16% 7.29% 5.66%
Rate of Salary Increase 10.00% 10.00% 10.00%
Rate of Employee Turnover 25.00% 25.00% 25.00%
Indian Assured Lives Indian Assured Lives Indian Assured Lives
Mortality Rate During Employment Mortality Mortality 2012-14 Mortality 2012-14
2012-14 (Urban) (Urban) (Urban)
Assumptions (Closing Period)
Expected Return on Plan Assets N.A. N.A. N.A.
Rate of Discounting 6.54% 7.16% 7.29%
Rate of Salary Increase 10.00% 10.00% 10.00%
Rate of Employee Turnover 25.00% 25.00% 25.00%
Indian Assured Lives Indian Assured Lives Indian Assured Lives
Mortality Rate During Employment Mortality Mortality 2012-14 Mortality 2012-14
2012-14 (Urban) (Urban) (Urban)
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Table Showing Change in the Present Value of Defined Benefit Obligation
Present Value of Benefit Obligation at the Beginning of the Period 32.04 17.68 10.22
Interest Cost 2.29 1.29 0.58
Current Service Cost 11.59 8.72 4.12
Past Service Cost - Non-Vested Benefit Incurred During the Period - - -
Past Service Cost - Vested Benefit Incurred During the Period - - -
Liability Transferred In/ Acquisitions - - -
(Liability Transferred Out/ Divestments) - - -
(Gains)/ Losses on Curtailment - - -
(Liabilities Extinguished on Settlement) - - -
(Benefit Paid Directly by the Employer) (2.53) (0.64) -
(Benefit Paid From the Fund) - - -
The Effect Of Changes in Foreign Exchange Rates - - -
Actuarial (Gains)/Losses on Obligations - Due to Change in
- - -
Demographic Assumptions
Actuarial (Gains)/Losses on Obligations - Due to Change in
1.26 0.18 (1.35)
Financial Assumptions
Actuarial (Gains)/Losses on Obligations - Due to Experience 4.76 4.81 4.11
Present Value of Benefit Obligation at the End of the Period 49.40 32.04 17.68
Table Showing Change in the Fair Value of Plan Assets
Fair Value of Plan Assets at the Beginning of the Period As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Expected Return on Plan Assets - - -
Contributions by the Employer - - -
Expected Contributions by the Employees - - -
Assets Transferred In/Acquisitions - - -
(Assets Transferred Out/ Divestments) - - -
(Benefit Paid from the Fund) - - -
(Assets Distributed on Settlements) - - -
Effects of Asset Ceiling - - -
The Effect Of Changes In Foreign Exchange Rates - - -
Actuarial Gains/(Losses) on Plan Assets - Due to Experience - - -
Fair Value of Plan Assets at the End of the Period - - -
267Note - 35
RESTATED STATEMENT OF EMPLOYEE BENEFITS DISCLOSURE
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Actuarial (Gains)/Losses Recognized in the Statement of Profit or Loss for Current Period
Actuarial (Gains)/Losses on Obligation For the Period 6.02 4.99 2.76
Actuarial (Gains)/Losses on Plan Asset For the Period - - -
Subtotal 6.02 4.99 2.76
Actuarial (Gains)/Losses Recognized in the Statement of Profit or Loss 6.02 4.99 2.76
Actual Return on Plan Assets
Expected Return on Plan Assets - - -
Actuarial Gains/(Losses) on Plan Assets - Due to Experience - - -
Actual Return on Plan Assets - - -
Amount Recognized in the Balance Sheet
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
(Present Value of Benefit Obligation at the end of the Period) (49.40) (32.04) (17.68)
Fair Value of Plan Assets at the end of the Period - - -
Funded Status (Surplus/ (Deficit)) (49.40) (32.04) (17.68)
Unrecognized Past Service Cost at the end of the Period
Net (Liability)/Asset Recognized in the Balance Sheet (49.40) (32.04) (17.68)
Net Interest Cost for Current Period
Present Value of Benefit Obligation at the Beginning of the Period 32.04 17.68 10.22
(Fair Value of Plan Assets at the Beginning of the Period) - - -
Net Liability/(Asset) at the Beginning 32.04 17.68 10.22
Interest Cost 2.29 1.29 0.58
(Expected Return on Plan Assets) - - -
Net Interest Cost for Current Period 2.29 1.29 0.58
Expenses Recognized in the Statement of Profit or Loss for Current Period
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Current Service Cost 11.59 8.72 4.12
Net Interest Cost 2.29 1.29 0.58
Actuarial (Gains)/Losses 6.02 4.99 2.76
Past Service Cost - Non-Vested Benefit Recognized During the
- - -
Period
Past Service Cost - Vested Benefit Recognized During the Period - - -
(Expected Contributions by the Employees) - - -
(Gains)/Losses on Curtailments And Settlements - - -
Net Effect of Changes in Foreign Exchange Rates - - -
Change in Asset Ceiling - - -
Expenses Recognized in the Statement of Profit or Loss 19.90 15.00 7.46
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Balance Sheet Reconciliation
Opening Net Liability 32.04 17.68 10.22
Expense Recognized in Statement of Profit or Loss 19.90 15.00 7.46
Net Liability/(Asset) Transfer In - - -
Net (Liability)/Asset Transfer Out - - -
(Benefit Paid Directly by the Employer) (2.53) (0.64) -
(Employer's Contribution) - - -
Net Liability/(Asset) Recognized in the Balance Sheet 49.40 32.04 17.68
268Note - 35
RESTATED STATEMENT OF EMPLOYEE BENEFITS DISCLOSURE
Category of Assets
Government of India Assets - - -
State Government Securities - - -
Special Deposits Scheme - - -
Debt Instruments - - -
Corporate Bonds - - -
Cash And Cash Equivalents - - -
Insurance fund - - -
Asset-Backed Securities - - -
Structured Debt - - -
Other - - -
Total - -
Other Details
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
No of Members in Service (Actual figure) 195 162 116
Per Month Salary For Members in Service 66.89 38.37 22.71
Defined Benefit Obligation (DBO) - Total 49.40 32.04 17.68
Defined Benefit Obligation (DBO) - Due but Not Paid - - -
Expected Contribution in the Next Year - - -
Experience Adjustments
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Actuarial (Gains)/Losses on Obligations - Due to Experience 4.76 4.81 4.11
Actuarial Gains/(Losses) on Plan Assets - Due to Experience - - -
Current and Non-current classification
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Current Liability 5.55 2.91 1.60
Non-current liability 43.85 29.13 16.07
49.40 32.04 17.68
Notes
i) Gratuity is payable as per entity's scheme as detailed in the report.
ii) Actuarial Gains/ Losses are accounted for in the period of occurrence in the Statement of Profit or Loss.
iii)Salaryescalation &attrition rateareconsidered asadvisedbytheentity;theyappeartobeinlinewiththeindustry practiceconsidering promotionand
demand & supply of the employees.
iv) During the year, there were no plan amendments, curtailments and settlements.
v) Any benefit payment and contribution to plan assets is considered to occur end of the year to depict liability and fund movement in the disclosures.
vi)TheabovestatementshouldbereadwiththesignificantaccountingpoliciesandnotestotheRestatedStatementofAssetsandLiabilities,StatementofProfit
and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
269Note - 36
Additional Regulatory Information
i. The Company has not revalued any Property or Plant and Equipment during the years ended on March 31, 2025, March 31, 2024 and March 31,
2023.
ii. The Company has not made any loans or advances to Promoters, directors, KMP or related parties other than those reported in Note-25 during the
year ended on March 31, 2025, March 31, 2024 and March 31, 2023.
iii. The Company has no Capital Work-in-Progress as at the years ended on March 31, 2025 , March 31, 2024 and March 31, 2023.
iv. The Company does not have any Intangible under development for any of the years covered under the Restated Financial Statements except for the year
ended March 31, 2023 (Refer Note-10 to the financial statements- Restated statement of Property, Plant & Equipment and Intangible assets).
v. The Company is not holding any Benami Property during the period/years ended on March 31, 2025, March 31, 2024 and March 31, 2023.
vi. The Company has borrowings from banks or financial Institution against security of Current Assets and quarterly statement filed by the company are in
agreement with books of acount. The details of the same for the year ended on March 31, 2025, March 31, 2024 and March 31, 2023are given in Note 6A to
the Restated Financial Statements.
vii. The company is not declared as wilful defaulter by any bank or financial institituion or lender.
viii. The Company did not have any material transactions with companies struck-off under section 248 of the Companies Act, 2013 or section 560 of the
Companies Act, 1956 during the the year ended on March 31, 2025, March 31, 2024 and March 31, 2023.
ix. All the charges against Bank Finance are registered with Registrar of Companies.
x. The provisions of the Companies Act, 2013 regarding the number of layers of companies in accordance with clause 87 of Section 2 of the Act read
with the Companies (Restriction on number of Layers) Rules, 2017 are not applicable to the Company for the year ended March 31, 2025, March
31, 2024 and March 31, 2023.
xi. The Company has not entered into any scheme of amalgamation or any other arrangment during the year ended March 31, 2025, March 31, 2024
and March 31, 2023.
xii. a) The Company has not utilised the borrowings received from banks and financial institutions for the purpose other than for which it was taken
during the period of restatement.
b) During the period/year ended March 31, 2025, March 31, 2024 and March 31, 2023, the Company has not advanced or Loans or invested funds
(either borrowed funds or share premium or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding (whether recorded in writing or otherwise) that the Intermediary shall:
i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate
Beneficiaries) or
ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
c) During the period/year ended March 31, 2025, March 31, 2024 and March 31, 2023, the Company has not received any fund from any person(s)
or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneficiaries) or
ii) provide any guarantee, security, or the like on behalf of the ultimate beneficiaries.
xiii. Material Regroupings:
Appropriate adjustments have been made in the Restated Statements of Assets and Liabilities, Profits and Losses and Cash flows wherever required
by reclassification of the corresponding items of Income, Expenses, Assets and Liabilities in order to bring them in line with the requirements of the
SEBI ICDR Regulations and Schedule III of Companies Act, 2013.
270xiv. Trade Receivables, Trade Payables, Borrowings, Loans & Advances and Deposits
Balances of Trade Receivables, Trade Payables, Borrowings and Loans & Advances and Deposits are subject to confirmation.
xv. Director Personal Expenses
There are no direct personal expenses debited to the profit and loss account.
xvi. Exceptional & Extra Ordinary Items :
a) During the period ended onMarch 31, 2025, the Company sold commercial premises and earned profit of ₹ 132.48 lakhs, which has been
classified as an exceptional item due to its non-recurring nature.
The Company has no exceptional items to be disclosed in accordance with the requirements of AS - 5 "Net Profit or Loss for the Period, Prior Period
Items and Changes in Accounting Policies" during the year/ period ended March 31, 2024 and March 31, 2023.
b) During the period/years ended on March 31, 2025, March 31, 2024 and March 31, 2023 the Company has no extra ordinary items to be disclosed
in accordance with the requirements of AS - 5 "Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies".
xvii. The Company has not traded or invested in Crypto Currency or Virtual Currency during the period/years ended March 31, 2025, March 31, 2024,
and March 31, 2023.
xviii. The Company has no transactions which are not recorded in the books of accounts that have been surrendered or disclosed as income in tax
assessments under Income Tax Act, 1961 during the period/years ended March 31, 2025, March 31, 2024 and March 31, 2023.
xix. The Company has declared and paid dividend during the period/ year ended March 31, 2025 and March 31, 2024 (Refer sub-note-6 to Note-1 (I) to
the Restated Financial Statements).
xx. Non-adjustment items:
There is No Audit qualifications for the respective periods which require any corrective adjustment in these Restated Financial Statements of the
Company.
xxi. Figures have been rounded off to the multiple of lakhs. Previous year’s figures have been regrouped, recast and rearranged wherever necessary to
make them comparable with the current Period/year figures.
xxii. Segment Information:
For management purpose, the Company has determined reportable segment as "Wines and Spirits " since the Board of Directors evaluates the
Company's performance as a single segment.
The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and Liabilities,
xxiii
Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
As per our report of even date
For SHAH GUPTA & Co For and on behalf of the Board of Directors
Chartered Accountants Monika Alcobev Limited
Firm Reg No. 109574W
Bharat P. Vasani Bhimji Patel Kunal Patel
Partner Managing Director Whole-time Director
Membership no. 040060 DIN: 00253030 DIN: 03039030
Place: Mumbai Place: Mumbai Place: Mumbai
Date : July 08 2025 Date : July 08, 2025 Date : July 08, 2025
Ashish Manubhai Mandaliya Kalpesh Himmatram Ramina
CFO Company Secretary
Membership No: A65189
Place: Mumbai Place: Mumbai
Date : July 08, 2025 Date : July 08, 2025
271OTHER FINANCIAL INFORMATION
Accounting ratios derived from the Restated Financial Information
The accounting ratios of our Company as required under Item 11 of Part A of Schedule VI of the SEBI ICDR Regulations
are given below:
For the Year Ended For the Year Ended For the Year Ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Total Revenue (A) 23,614.87 18,920.00 13,977.98
Net Profit as Restated 2,311.35 1,659.63 1,302.56
Continuing Operations (B)
(After tax)
Profit before tax 3,090.19 2,282.29 1,899.97
Add: Depreciation and 123.47 104.17 96.17
amortisation expense
Add: Finance Cost 1,759.05 1,035.60 529.20
Less: Other Non-Operating 220.74 (207.64) (57.87)
Income
EBITDA (C) 4,619.49 3,214.43 2,467.48
EBITDA Margin (in %) (C/A) 19.56 16.99 17.65
Net Worth as Restated (D) 9,600.92 5,853.04 1,712.19
Return on Net Worth (in %) as 24.07 28.35 76.08
Restated (B/D)
Equity Share at the end of 1,66,58,761 22,85,860 20,00,000
year/period (in Nos.) (E)
Weighted No. of Equity Shares 1,65,98,489 1,43,33,503 1,40,00,000
(G)
Basic Earnings per share (in ₹) 13.94 11.58 9.30
Diluted Earnings per share (in 13.94 11.58 9.30
₹)
Net Asset Value per Equity 57.63 256.05 85.61
share as Restated (D/E)
Net Asset Value per Equity 57.84 40.83 12.23
share (D/F)
-(Post Bonus with retrospective
effect)
Notes:
(1) The ratios have been computed as below:
(a) Basic earnings per share (₹) -: Net profit after tax as restated for calculating basic EPS / Weighted average number of equity shares
outstanding at the end of the year.
(b) Diluted earnings per share (₹ ) -: Net profit after tax as restated for calculating diluted EPS / Weighted average number of equity shares
outstanding at the end of the year for diluted EPS.
(c) Return on net worth (%) -: Net profit after tax (as restated) / Net worth at the end of the year.
(d) Net assets value per share -: Net Worth at the end of the period or year / Total number of equity shares outstanding at the end of the year
(e) Net assets value per share -(Post Bonus with retrospective effect) -: Net Worth at the end of the period or year / Total number of equity shares
outstanding at the end of the year
(2) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the number of equity
shares issued during the year multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific shares
are outstanding as a proportion of total number of days during the year. In case of Bonus issue, the event has been considered as if it had occurred
at the beginning of restatement period.
272(3) Net worth for ratios mentioned in note 1(c) and 1(d) is = Equity share capital + Reserves and surplus ( including, Securities Premium and surplus
in statement of profit and loss).
(4) The figures disclosed above are based on the restated summary statements of the Company.
(5) EBITDA has been calculated as Operating profit + Depreciation and Amortisation expenses+ Interest Expenses.
(6) The above statement should be read with the significant accounting policies and notes to the Restated Statement of Assets and Liabilities,
Statement of Profit and loss and Cash Flow Statement appearing in Annexures IV, I, II and III respectively.
In accordance with the with Schedule VI, Part A (11)(I)(A)(ii)(b) of the SEBI ICDR Regulations, the audited financial
information of our Company Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023
(collectively, the “Audited Financial Information”) is available on our website at www.monikaalcobev.com.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations. The Audited Financial Information do not and will not constitute, (i) a part of the Draft Red Herring
Prospectus; (ii) the Red Herring Prospectus or (iii) this 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 Information should not be considered as part of information that any investor should consider
subscribing for or purchase any securities of our Company and should not be relied upon or used as a basis for any
investment decision. Due caution is advised when accessing and placing reliance on any historic or other information
available in the public domain.
None of our Company or any of its advisors, nor the Selling Shareholder, nor BRLM nor any of their respective
employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss, direct or indirect,
arising from any information presented or contained in the Audited Financial Information, or the opinions expressed
therein.
273MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion and analysis of financial condition and results of operations together with our
financial statements included in this Prospectus. The following discussion relates to our Company and is based on our
restated financial statements. Our financial statements have been prepared in accordance with Indian GAAP, the accounting
standards and other applicable provisions of the Companies Act.
Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates,
expectations or prediction may be "Forward looking statement" within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a
difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in
domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and
incidental factors.
BUSINESS OVERVIEW
Our Company is a leading player in the imported liquor sector, offering a diverse portfolio of premium and luxury alcoholic
beverages. (Source: Technopak Report). Our Company specialises on importing, sales, distribution, and marketing for
luxury spirits, wines, and liqueurs throughout India and the Indian Subcontinent including Travel Retail Duty Free Shop.
It provides complete supply chain solution through its robust distribution network. Founded by Bhimji Nanji Patel and
under the leadership of our Managing Director, Kunal Bhimji Patel, our Company has consistently worked toward
reshaping the alcoholic beverage landscape.
Our Key Performance Indicators for the last three Fiscals are as follows:
(₹ in lakhs except per share data or unless otherwise specified)
Particulars As at and for the Fiscal As at and for the Fiscal As at and for the Fiscal
ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
Revenue from operations (1) 23614.87 18920.00 13977.98
EBITDA(2) 4619.49 3214.43 2467.48
EBITDA Margin(3) 19.56% 16.99% 17.65%
PAT(4) 2311.35 1659.63 1302.56
PAT Margin(5) 9.79% 8.77% 9.32%
Net Worth (6) 9600.92 5853.04 1712.19
RoNW(%)(7) 24.07% 28.35% 76.08%
RoCE (%)(8) 16.21% 16.19% 25.92%
Notes:
(1) ‘Revenue from Operations’ means the Revenue from Operations as appearing in the Restated Financial Statements
(2) ‘EBITDA’ is calculated as Operating Profit before tax + Depreciation + Interest Expenses (Finance Cost) - Other Income
(3) ‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(4) ‘PAT’ is PAT available for owner of the group.
(5) ‘PAT Margin’ is calculated as PAT available for owner of the group for the period/year divided by revenue from operations.
(6) ‘Net worth means Equity share capital + Reserves and surplus (including, Securities Premium, General Reserve and surplus in statement of profit
and loss).
(7) ‘Return on Net Worth’ is ratio of Profit after Tax and Net Worth.
(8) ‘Return on Capital Employed’ is calculated as EB`IT divided by capital employed, which is defined as shareholders’ equity plus total borrowings
{current & non-current}.
Explanation for KPI metrics
KPI Description
Revenue from Revenue from Operations is used by our management to track the revenue profile of the business
Operations and in turn helps to assess the overall financial performance of our Company and volume of our
business
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin EBITDA Margin (%) is an indicator of the operational profitability and financial performance of
(%) our business
274KPI Description
PAT Profit after tax provides information regarding the overall profitability of the business.
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance of our
business.
Net Worth Net worth is used by the management to ascertain the total value created by the entity and provides
a snapshot of current financial position of the entity.
RoNW(%) Return on Net Worth provides how efficiently our Company leverages its net assets to generate
income.
RoCE (%) RoCE provides how efficiently our Company generates earnings from the capital employed in the
business.
FACTORS AFFECTING OUR RESULT OF OPERATIONS
1. Changes in the prices of supplies and raw materials could have a materially adverse effect on our business.
2. Weather conditions may have a material adverse effect on our sales.
3. Distribution network, Distribution capabilities and footprint.
4. Changes in laws and regulations that apply to the industry in which we operate.
5. Our ability to retain our Key Management Personnel and other employees.
6. Failure to successfully upgrade our product portfolio from time to time.
7. Our ability to grow our business
8. Any changes in government policies resulting in increases in taxes payable by us.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
For details in respect of Statement of Significant Accounting Policies, please refer to the chapter titled “Restated Financial
Statements” beginning on page 204 of this Prospectus.
(This page is intentionally left blank)
275RESULTS OF OUR OPERATIONS:
(₹ in lakhs)
Particulars For the year % of For the % of For the % of
ended March Total year ended Total year ended Total
31, 2025 Income March 31, Income March 31, Income
2024 2023
Revenue from Operations 23,614.87 99.07 18,920.00 98.91 13,977.98 99.59
Other Income 220.74 0.93 207.64 1.09 57.87 0.41
Total Income 23,835.61 100.00 19,127.64 100.00 14,035.84 100.00
Expenditure
Purchases of stock-in-trade 20,963.80 87.65 16,359.74 85.53 9,805.40 69.86
Changes in inventories of stock-in-trade (6,375.10) (26.75) (4604.14) (24.07) (1,265.32) (9.01)
Employee benefit expenses 1,505.97 6.32 983.18 5.14 684.23 4.87
Finance Costs 1,759.05 7.38 1,035.60 5.41 529.20 3.77
Depreciation and Amortization Expenses 123.47 0.52 104.17 0.54 96.17 0.69
Advertising and Marketing Expenses 903.07 3.79 1,874.23 9.80 1,420.50 10.12
Label and Brand Registration Fees 322.46 1.35 253.75 1.33 184.55 1.31
Storage charges 685.83 2.88 271.58 1.42 130.79 0.93
Other expenses 989.34 4.15 567.24 2.97 550.35 3.92
Total expenses 20,877.90 87.59 16,845.35 88.07 12,135.87 86.46
Restated profit/(Loss) before Exceptional and Extraordinary Item and Tax 2,957.71 12.41 2,282.29 11.93 1,899.97 13.54
Exceptional & Extraordinary items 132.48 0.56 0.00 0.00 0.00 0.00
Profit/(Loss) before Tax 3,090.19 12.96 2,282.29 11.93 1,899.97 13.54
Tax Expenses
- Current Tax 752.89 3.16 607.62 3.18 617.22 4.40
- Deferred Tax 25.95 0.11 15.04 0.08 (19.81) (0.14)
Net Current tax expenses 778,84 3.27 622.67 3.26 597.42 4.26
Profit after Tax 2,311.35 9.70 1,659.63 8.68 1,302.56 9.28
276KEY COMPONENTS OF COMPANY’S PROFIT AND LOSS STATEMENT
• Revenue from operations: Our revenue of operations comprises of Sale of products and other operating revenues
such as Sales and marketing support services income and event fees.
• Other income: Other income comprises of interest income which includes bank interest, interest on fixed deposits,
Interest on income tax refund and other non operating revenues comprises of sales commission, Net gain on foreign
currency transactions and translation, Rent income.
• Expenses: Our expenses include purchases of stock-in-trade, Changes in inventories of stock-in-trade, employee
benefits expense, finance costs, depreciation and amortisation expense, Advertising and marketing expenses, label
and brand registration fees, storage charges and other expenses.
• Purchases of stock-in-trade: It includes purchase (net) of stock in trade, clearing & forwarding expenses, duty
expenses.
• Change in Inventories of stock-in-trade: Changes in inventories of stock in trade denotes the difference between
opening and closing balance of finished goods.
• Employee benefits expense: The employees benefit expenses includes directors remuneration and salaries & wages,
contribution to provident/other funds, gratuity expenses, staff welfare expenses.
• Finance cost: The finance cost denotes interest expense and other borrowing cost and applicable net gain or loss on
foreign currency transaction and translation. Interest expense comprise of interest on loans, Interest on Overdraft &
Cash Credit, Interest on TDS & TCS, Interest on Income Tax, Interest on unpaid dues to MSME vendors. Other
borrowing costs include Bank Charges, Valuation Charges, Loan Processing fees and Stamp Duty, Factoring
commission & charges.
• Depreciation and amortization expense: Depreciation includes depreciation on Property, Plant & Equipment and
Amortisation of Intangible assets.
• Advertising and Marketing Expenses: Advertising and marketing expenses comprises of sales and marketing
expenses
• Label and Brand Registration Fees: Label and Brand Registration Fees consists of labelling and branding expenses
• Storage charges: Storage charges include all the costs for storage of products.
• Other Expenses: Payment to auditors, Computer Expense, Commission, Corporate Social Responsibility (CSR)
Expenditure, Director sitting fees, Export related expenses, Insurance, Interest and late fees on Statutory dues, Office
Expenses, Miscellaneous expenses, Postage & Courier Charges, Printing & Stationery, Professional, legal and
consultancy fees, Rent, Repairs and Maintenance, ROC Filing Fees, Software License Fees, GST-ITC written off.
Financial year 2025 compared with financial year 2024
Total Income
Total income for the financial year 2024-25 was ₹ 23,835.61 lakhs whereas in financial year 2023-24 it was ₹ 19,127.64
lakhs representing an increase of 24.61%. The reason of such increase was due to sale of products of the company, sales
and marketing support services, interest income on Fixed deposits and net gain on Foreign currency transaction and
translation. The total income consists of revenue from operations and other income.
Revenue from Operations
During the financial year 2024-25 the net revenue from operation of our Company increased to ₹ 23,614.87 lakhs as
against ₹ 18,920 lakhs in the financial year 2023-24 representing an increase of 24.81%. This was due to increase in net
sales.
277Other Income
During the financial year 2024-25 the other income of our Company increased to ₹ 220.74 lakhs as against ₹ 207.64 lakhs
in the financial year 2023-24 representing an increase of 13.11% which was due to net gain on foreign currency
transactions and translation and increase in interest on fixed deposits.
Purchases of stock-in-trade
During the financial year 2024-25 purchases of stock in trade of our Company increased to ₹ 20,963.80 lakhs as against
₹ 16,359.74 lakhs in the financial year 2023-24 representing an increase of 28.14% which was due to increase in the
purchases and duty expenses.
Change in Inventories of Stock-in Trade
During the financial year 2024-25 the change in inventories of our Company increased to ₹ (6,375.10) lakhs as against ₹
(4,604.14) lakhs in the financial year 2023-24 representing increase of 38.46%.
Employee Benefit Expenses
During the financial year 2024-25 the employee benefit expenses of our Company increased to ₹ 1,505.97 lakhs as against
₹ 983.18 lakhs in the financial year 2023-24 representing an increase of 53.17% which was primarily due to increase in
directors remuneration, employees salary expenses and contribution to provident and other funds, staff welfare and
gratuity expenses.
Finance costs
During the financial year 2024-25 the finance costs of our Company increased to ₹ 1,759.05 lakhs as against ₹ 1035.60
lakhs in the financial year 2023-24 representing an increase of 69.86% which was primarily due to increase in interest on
loans, interest on Overdraft and Cash Credit, interest on TDS and TCS, bank charges, loan processing fees and stamp
duty and applicable net gain/loss on foreign currency transaction and translation.
Depreciation and Amortization Expenses
During the financial year 2024-25 the depreciation and amortisation expenses of our Company increased to ₹ 123.47
lakhs as against ₹ 104.17 lakhs in the financial year 2023-24 representing increase of 18.53 % which was due to increase
in Depreciation on Property, Plant and Equipment and Amortisation of Intangible assets.
Advertising and Marketing Expenses
During the financial year 2024-25 the sales and marketing expenses was ₹ 903.07 lakhs as against ₹ 1874.23 lakhs during
the financial year 2023-24 representing decrease of 51.82%.
Label and Brand Registration Fees
During the financial year 2024-25 the Label and Brand Registration Fees of our company increased to ₹ 322.46 lakhs as
against ₹ 253.75 lakhs during the financial year 2023-24 representing an increase in 27.08%.
Storage charges
During the financial year 2024-25 the Storage Charges of our company increased to ₹ 685.83 lakhs as against ₹ 271.58
lakhs during the financial year 2023-24 representing an increase in 152.54%.
Other expenses
During the financial year 2024-25 the other expenses of our company increased to 989.34 lakhs as against ₹ 567.24 lakhs
during the financial year 2023-24 representing an increase in 74.41% due to increase in professional legal and consultancy
fees, rent, repairs and maintenance, CSR expenditure, GST ITC written off etc.
278Restated Profit/(loss) before tax
During the financial year 2024-25 the Profit before tax increased to ₹ 2.957.71 lakhs as against ₹ 2282.29 lakhs during
the financial year 2023-24. The increase in Profit before tax was around 29.59 % which was due to the increase in revenue
from operations and other income.
Tax Expenses
During the financial year 2024-25 tax expenses of our company increased by 25.08% to ₹ 778.84 lakhs as against ₹ 622.67
lakhs during the financial year 2022-23.
Restated Profit/(loss) after tax
As a result of the foregoing factors, our profit after tax for the year increased by ₹ 39.27 % to ₹ 2,311.35 lakhs in financial
year 2024-25 from ₹ 1,659.63 lakhs in financial year 2023-24. The reasons for increase in PAT are company entering into
new geographies, expanding distribution channels and inclusion of new brands in the product portfolio.
Financial year 2024 compared with financial year 2023
Total Income
Total income for the financial year 2023-24 was ₹ 19,127.64 lakhs whereas in financial year 2022-23 it was ₹ 14,035.84
lakhs representing an increase of 36.28%. The reason of such increase was due to sale of products of the company, sales
and marketing support services, interest income on Fixed deposits and net gain on Foreign currency transaction and
translation. The total income consists of revenue from operations and other income.
Revenue from Operations
During the financial year 2023-24 the net revenue from operation of our Company increased to ₹ 18,920 lakhs as against
₹ 13,977.98 lakhs in the financial year 2022-23 representing an increase of 35.36%. This was due to increase in net sales
and sales and marketing support services income.
Other Income
During the financial year 2023-24 the other income of our Company increased to ₹ 207.64 lakhs as against ₹ 57.87 lakhs
in the financial year 2022-23 representing an increase of 258.81% which was due to increase in net gain on foreign
currency transactions and translation, interest income and rent income.
Purchases of stock-in-trade
During the financial year 2023-24 purchases of stock in trade of our Company increased to ₹ 16,359.74 lakhs as against
₹ 9,805.40 lakhs in the financial year 2022-23 representing an increase of 66.84% which was due to increase in the
purchases and duty expenses.
Change in Inventories of Stock-in Trade
During the financial year 2023-24 the change in inventories of our Company increased to ₹ (4,604.14) lakhs as against ₹
(1,265.32) lakhs in the financial year 2022-23 representing increase of 263.87%.
Employee Benefit Expenses
During the financial year 2023-24 the employee benefit expenses of our Company increased to ₹ 983.18 lakhs as against
₹ 684.23 lakhs in the financial year 2022-23 representing an increase of 43.69% which was primarily due to increase in
employees salary expenses and contribution to provident and other funds and gratuity expenses.
Finance costs
During the financial year 2023-24 the finance costs of our Company increased to ₹1035.60 lakhs as against ₹ 529.20
lakhs in the financial year 2022-23 representing an increase of 95.69% which was primarily due to increase in Interest on
Overdraft and Cash Credit, Interest on Income tax, bank charges, loan processing fees and stamp duty and applicable net
gain/loss on foreign currency transaction and translation.
279Depreciation and Amortization Expenses
During the financial year 2023-24 the depreciation and amortisation expenses of our Company increased to ₹ 104.17
lakhs as against ₹ 96.17 lakhs in the financial year 2022-23 representing increase of 8.32 % which was due to increase in
Depreciation on Property, Plant and Equipment and Amortisation on Intangible assets.
Advertising and Marketing Expenses
During the financial year 2023-24 the sales and marketing expenses was ₹ 1874.23 lakhs as against ₹ 1,420.50 lakhs
during the financial year 2022-23 representing increase of 31.94%.
Label and Brand Registration Fees
During the financial year 2023-24 the Label and Brand Registration Fees of our company increased to ₹ 253.75 lakhs as
against ₹ 184.55 lakhs during the financial year 2022-23 representing an increase in 37.49%.
Storage charges
During the financial year 2023-24 the Storage Charges of our company increased to ₹ 271.58 lakhs as against ₹ 130.79
lakhs during the financial year 2022-23 representing an increase in 107.65%.
Other expenses
During the financial year 2023-24 the other expenses of our company increased to 567.24 lakhs as against ₹ 550.35 lakhs
during the financial year 2022-23 representing an increase in 3.07% due to increase in professional legal and consultancy
fees, rent, repairs and maintenance etc.
Restated Profit/(loss) before tax
During the financial year 2023-24 the Profit before tax increased to ₹ 2282.29 lakhs as against ₹ 1,899.97 lakhs during
the financial year 2022-23. The increase in Profit before tax was around 20.12 % which was due to the increase in revenue
from operations and other income.
Tax Expenses
During the financial year 2023-24 tax expenses of our company increased by 4.23% to ₹ 622.67 lakhs as against ₹ 597.42
lakhs during the financial year 2022-23.
Restated Profit/(loss) after tax
As a result of the foregoing factors, our profit after tax for the year increased by ₹ 27.41 % to ₹ 1,659.63 lakhs in financial
year 2023-24 from ₹ 1,302.56 lakhs in financial year 2022-23. The reasons for increase in PAT are company entering into
new geographies, expanding distribution channels and inclusion of new brands in the product portfolio.
Cash Flows
(₹ in lakhs)
Particulars For the year ended March 31
2025 2024 2023
Net Cash from Operating Activities (2,592.14) (5,363.60) (615.03)
Net Cash from Investing Activities (2,603.16) (1,348.67) 103.86
Net Cash used in Financing Activities 5,201.90 6,725.60 (254.71)
Cash Flows from Operating Activities
Net cash from operating activities for financial year 2024-25 was at ₹ (2,592.14) lakhs as compared to the Profit Before
Tax at ₹ 2,957.71 lakhs while for financial year 2023-24 net cash from operating activities was at ₹ (5,363.60) lakhs as
compared to the Profit Before Tax at ₹ 2,282.29 lakhs.
280Net cash from operating activities for financial year 2023-24 was at ₹ (5,363.60) lakhs as compared to the Profit
Before Tax at ₹ 2,282.29 lakhs while for financial year 2022-23 net cash from operating activities was at ₹ (615.03)
lakhs as compared to the Profit Before Tax at ₹ 1,899.97 lakhs.
Cash Flows from Investment Activities
In the financial year 2024-25, the net cash from investing activities was ₹ (2,603.16) lakhs. This was mainly due to
payment towards Property, Plant and Equipment, decrease in Other non-current Assets, and increase in Investment of
Fixed deposits and bank balances.
In the financial year 2023-24, the net cash from investing activities was ₹ (1,348.67) lakhs. This was mainly due to
payment towards Property, Plant and Equipment, decrease in Other non-current Assets, and increase in Investment of
Fixed deposits and bank balances.
In the financial year 2022-23, the net cash from investing activities was ₹ 103.86 lakhs. This was mainly due to
payment towards Property, Plant and Equipment, increase in Other non-current Assets, and increase in Investment of
Fixed deposits and bank balances.
The details are as under (Year-wise)
(₹ in lakhs)
Particulars For the year ended For the year For the year
March 31, 2025 ended March 31, ended March 31,
2024 2023
Payment for Property, Plant & Equipment and (1,614.60) (94.25) (53.89)
intangible assets (including CWIP)
Receipts from sale of Property, plant & equipment 261.00 - -
Increase/(Decrease) in long term loans and advances - - -
Increase/(Decrease) in other non-current assets (13.01) (14.80) 149.32
(Investment)/Redemption in Fixed deposits (Lien (1,371.90) (1,240.73) (0.49)
against borrowings)
(Increase)/Decrease in other Bank Balances 14.83] (44.11) -
Interest on Fixed deposits & savings account 120.53 50.23 3.92
Security Deposit received/(repaid) (5.00) 5.00
Net cash flow from investing activities (2,603.16) (1,348.67) 103.86
Cash Flows from Financing Activities
In the financial year 2024-25, the net cash from financing activities was ₹ 5,201.90 lakhs. This was on account of
proceeds from short term borrowings and long-term borrowings, Repayment of long-term borrowings, interest paid
on loans, proceeds from issue of equity shares, and payment of dividend.
In the financial year 2023-24, the net cash from financing activities was ₹ 6,725.60 lakhs. This was on account of
proceeds from short term borrowings, Repayment of long term borrowings, interest paid on loans, proceeds from issue
of equity shares, payment of Share issue expenses, payment of dividend.
In the financial year 2022-23, the net cash from financing activities was ₹ (254.71) lakhs. This was on account of,
This was on account of proceeds from short term borrowings, repayment of long term borrowings, payment on Interest
on loans.
The details are as under: (Year-wise)
(₹ in lakhs)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Proceeds from Short term borrowings 4,506.23 6,856.33 881.50
Proceeds from /(Repayment of) long term 587.67 (1,746.35) (668.13)
borrowings
Interest paid on loans (1,513.56) (865.61) (468.08)
Proceeds from issue of equity shares (including 3,278.03 2,749.97 -
securities premium)
281Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Share issue expenses paid - (68.75) -
Dividend paid (includes Tax deducted at source) (228.59) (200.00) -
Net cash flow from financing activities 5,201.90 6,725.60 (254.71)
OTHER MATTERS
➢ Unusual or infrequent events or transactions
There has not been any unusual trend on account of our business activity. Except as disclosed in this Prospectus there
are no unusual or infrequent events or transactions in our Company.
➢ Significant economic changes affecting income from continuing operations
There are no significant economic changes that may materially affect or likely to affect income from continuing
operations.
➢ Known trends or uncertainties impacting sales, revenue, or income
Apart from the risks as disclosed under Section “Risk Factors” beginning on page 30 of the Prospectus in our opinion
there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on
revenue or income from continuing operations.
➢ Future changes in the relationship between costs and revenues
Other than as described in the sections “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis
of Financial Conditions and Results of Operations” on pages 30, 142 and 274 respectively of this Prospectus to our
knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on
our operations and finances.
➢ Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new
products or services or increased sales prices
Increases in our revenues are by and large linked to increases in the volume of business.
➢ Total turnover of each major industry segment in which our Company operates
Our business activity primarily falls within a single business segment i.e. Trading and distribution of alcohol, as
disclosed in “Restated Financial Statements” on page 204 of this Prospectus, we do not follow any other segment
reporting.
➢ Status of any publicly announced New Products or Business Segment
Except as disclosed in the Chapter “Our Business”, on page 142 of this Prospectus our Company has not announced
any new product or service.
➢ Seasonality of business
Our business experiences significant seasonal fluctuations that directly impact working capital requirements. Demand
for our products typically surges between October and March, because of major holidays, festivals, weddings, and
cooler weather. To meet this demand, we are required to maintain higher inventory levels, leading to an increased
investment in working capital. Additionally, disruptions on the supplier side such as adverse weather or external
factors can strain inventory availability, forcing us to hold excess stock when possible, further elevating working
capital requirements.
➢ Any significant dependence on a single or few suppliers or customers
Our Company is significantly dependent on a few suppliers. For further details, refer to the chapter titled “Risk
factors” on page 30 of Prospectus.
282➢ Competitive Condition
We operate in a competitive environment. See “Our Business”, “Industry Overview” and “Risk Factors” on pages
142, 114 and 30, respectively, for further information on competitive conditions that we face across our various
business verticals.
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR
In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in
this Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the
business activities, except as disclosed below:
➢ Our Company has approved the Draft Red Herring Prospectus vide resolution in the Board Meeting dated April
10, 2025.
➢ The Company has approved the Financial Statements for the financial year ending March 31, 2025 on June 12,
2025 subject to approval of the shareholders of the Company in the Annual General Meeting.
➢ The Company has approved the Restated Financial Statements for the financial year ending March 31, 2025,
March 31, 2024, and March 31, 2023 in the Board meeting dated July 08, 2025.
➢ The Company has declared a dividend of ₹1.40 per equity share at its Board Meeting held on June 12, 2025 subject
to approval of the shareholders of the Company in the Annual General Meeting.
➢ Our Company has approved the Red Herring Prospectus vide resolution in the Board Meeting dated July 08, 2025.
➢ Our Company has approved the Prospectus vide resolution in the Board Meeting dated July 18, 2025.
283CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as at March 31, 2025, as derived from our Restated Financial
Information. This table should be read in conjunction with the sections titled “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”, “Financial Information – Restated Financial Statements” and “Risk
Factors” on pages 274, 204 and 30, respectively.
(₹ in lakhs)
Particulars Pre-Offer as at March 31, Adjusted for the proposed
2025* Offer**
Borrowings
Current Borrowings (Excluding current maturity of 15,207.23 15,207.23
long term debt)
Non-current Borrowings (including current maturity 2,202.40 2,202.40
of long-term debt)
Total Borrowings 17,409.64 17,409.64
Equity
Equity Share Capital 1,665.88 2145.00
Reserves & Surplus*** 7,935.04 21,158.75
Total Equity 9,600.92 23,303.75
Ratio: Total Borrowing/ Total Equity 1.81 0.75
*The above terms carry the meaning as per division II of Schedule III to the Companies Act, 2013 (as amended).
**The figures for the financial statement line items under the “Adjusted for the Proposed Offer” column are without consideration of any transactions
or movements in such line items subsequent to March 31, 2025 except the effect of Equity Shares to be issued through the Fresh Issue.
*** Company has not considered the estimated amount of IPO expenses to be adjusted against securities premium account, the NAV shall change to
this effect once adjusted post issue.
As certified by M/s. Shah Gupta & Co, Chartered Accountants, the Statutory Auditor of our Company pursuant to their certificate dated July 18, 2025.
284FINANCIAL INDEBTEDNESS
Our Company avails loans in the ordinary course of business for purposes such as, inter alia, term loans and other fund-
based working capital loans. Our Company has obtained the necessary consents required under the relevant loan
documentation for undertaking activities in relation to the Offer, such as, inter alia, effecting a change in our shareholding
pattern, change in the management of our board and change in our capital structure in connection with or post the Offer.
For details regarding the resolution passed by our Shareholders on March 27, 2024 authorizing the borrowing powers of
our Board, see “Our Management” on page 176.
As on March 31, 2025, the aggregated outstanding borrowings of our Company amounted to ₹ 17,409.63 lakhs.
Set forth below is a brief summary:
285a. Fund Based Facilities
(₹ in lakhs)
Sr Name of Loan/ Agreement Purpose Amount Rate of Primary & Re-Payment Outstanding
No. Lender A/c Sanctioned interest Collateral Security Schedule as amount as on
No./Ref. No. (₹ in lakhs) (%) per March 31,
Sanction 2025
Letter
1. CSB Bank Ltd Ref No.: Cash Credit 3,025.00 10.50 % Note 1 Repayable on 3,022.77
CD/ECC#2/76/202 Demand
4-
25/CATMUM/394
2. CSB Bank Ltd Ref No.: Drop Line 875.00 10.50 % Note 1 7 Years 873.57
CD/ECC#2/76/202 Overdraft
4-
25/CATMUM/394
3. Deutsche Bank PBC Asset Trade Overdraft 500.00 10.35% Note 2 Recallable on 185.15
AG Ops ES demand
4. Deutsche Bank PBC Asset Trade Working Sublimit of 10.35% Note 2 Upto 90 days 300.00
AG Ops ES Capital Overdraft -
Demand loan 500
5. Union Bank of UBI: NPT: Cash Credit 2,000.00 EBLR+0.7 Note 3 Not applicable 1,991.85
India MONIKA: 334: 0%
2024-25
6. HDFC Bank 800232588 Cash Credit 2,000.00 9.70% Primary: First Pari passu charge on Not applicable 523.16
WCDL 2,000.00 Book Debts, First pari passu charge 1,200.00
The overall on stock, FDR.
Collateral: Personal Guarantee of
working
Bhimji Patel. Harshit Patel and
capital limit is
Kunal Patel
₹ 2,000 lakhs
7. ICICI Bank CAL512538156647 Cash Credit 3,000.00 Repo rate Immovable Fixed Repayable on 697.54
is 6.50% Assets demand / short
and spread B1-3A, B1-3B, B1-4A, term – no
is 4.25% B1-4B, 1st Floor, Girgaum, period
Chowpatty, Near Girgaum
mentioned on
Chowpatty, La Kozy Mansion,4,
sanction letter.
Mumbai, Maharashtra,
India- 400007
286Sr Name of Loan/ Agreement Purpose Amount Rate of Primary & Re-Payment Outstanding
No. Lender A/c Sanctioned interest Collateral Security Schedule as amount as on
No./Ref. No. (₹ in lakhs) (%) per March 31,
Sanction 2025
Letter
8 ICICI Bank CAL512538156647 Working Sublimit of Repo rate Immovable Fixed Repayable on 1,735.72
Capital EPC and is 6.50% Assets demand / short
Demand Loan PCFC – 500 and spread B1-3A, B1-3B, B1-4A, term – no
is 4.25% B1-4B, 1st Floor, Girgaum, period
Chowpatty, Near Girgaum
mentioned on
Chowpatty, La Kozy Mansion,4,
sanction letter.
Mumbai, Maharashtra,
India- 400007
9. ICICI Bank CAL246739441352 Export 75.00 Reference Immovable Fixed Upto 180 days 583.61
Packing Credit rate + Assets or expiry of
(EPC)/Packing 1.00% B1-3A, B1-3B, B1-4A, contracts /
credit in B1-4B, 1st Floor, Girgaum, Export LCs
Foreign Chowpatty, Near Girgaum or expiry of
Currency Chowpatty, La Kozy Mansion,4, process cycle,
(PCFC) Mumbai, Maharashtra, whichever is
India- 400007 earlier
10. Kotak Mahindra SME/10122024/263 Term Loan 1230 9.15% First and exclusive Equitable/ 120 Months 1,169.05^
Bank 27 Registered mortgage charge on
immoveable property- Office No.
2403, 24th Floor, Lotus Signature,
Near Lotus grandeur, Captain
Sawant Marg, Off Veera Desai
Marg, Oshiwara, Andheri West,
Mumbai-400054 Owned by Monika
Alcobev Limited
11. Kotak Mahindra SME/10122024/263 Sub limits of 2,900.00 3 Months 1.First and exclusive Equitable/ Repayable on 901.55
Bank 27 Working Repo plus Registered mortgage charge on Demand
Capital Limit 4.25% immoveable properties being land
"spread" and building Flat 3303 & 3304, 33th
1. Cash Credit floor, wing B-2 Andheri (West)
2,900.00
and
On Demand
287Sr Name of Loan/ Agreement Purpose Amount Rate of Primary & Re-Payment Outstanding
No. Lender A/c Sanctioned interest Collateral Security Schedule as amount as on
No./Ref. No. (₹ in lakhs) (%) per March 31,
Sanction 2025
Letter
2. WCDL 2,900.00 Oberoi Spring, Off Link Road, 120 days 1,738.97
Mumbai, Mah
arashtra- 400 058 Owned by
Kunwar Bhimji Patel
2. Shop No. 119, 01st Floor, Milan
Shopping Centre (on site named as
Milan Garment Hub and Gold
Cinemas), MSEB
Colony, PV Avasare Marg, CTS No.
1629 of Village Vile Parle,
Santacruz (W), Mumbai, 400054,
India
12. Indusind Bank IBL/CCBG-SME- Cash Credit 2500 9.65 % Primary Security: Inventory & Repayable on 203.35
WEST/SLR- (linked to 6 Book Debts demand,
30570/FY 24-25 months CD Collateral Security: subject to
rate) As per common security conditions. review at
Personal Guarantee:
Working Sublimit of 9.40% p.a. annual intervals 1,250.00
1. Mr. Kunal Bhimji Patel
Capital Cash credit- linked to 6 or as may be
2. Mr. Bhimji Nanji Patel
Demand Loan 2500 month CD decided by the
3. Mr. Harshit Bhimji Patel
rate Bank
^ Figures are taken as on May 31,2025.
Notes:
1. Security given to Catholin Syrian Bank (CSB):
a) Primary Security:
Secured against Entire current assets of the company
b) Collateral Security:
Secured against immovable property located at B1-3A,B1-3B,B1-4A,B1-4B, 1st Floor, La Kozy Mansion, Near Girgaon Chowpathy, Mumbai-400007 held in the name of Nem India Development construction private
limited
c) Guarantors:
288i) Personal Guarantee:
Personal guarantee by promoters and member of promoter group
ii) Corporate Guarantee:
Nem India Development construction private limited
2. Security given to Deutsche Bank
a) Mortgage by deposit of title deeds pertaining to Residential Property bearing Flat No. 2802, 28th Floor (26th Floor as per approved plan), Shikhar Building, Oshiwara Adarsh CHSL, Adarsh Nagar Road No.1,Oshiwara,
Jogeshwari, (W), Mumbai, Maharashtra, 400102 S.No. 41(pt.), C.T.S. No.1 (pt.) of Village: Oshiwara, Adarsh Nagar Road No. 1, New Link Road, Jogeshwari (W), Mumbai - 400102, K/West Ward held in the name of
Bhimji Najni Patel having residential address Subject to restrictions, if any, stipulated by RBI.
b) Fixed Deposits (FD) owned by Monika Alcobev Limited held with the Deutsche Bank AG
3. Security given to Union Bank of India
a) Primary Security:
Secured against Entire current assets of the company
b) Collateral Security:
i. Equitable Mortgage of Flat No. 3204, 32nd Floor, B Wing, Oberoi Spring CHSL, Zone No. 50/240, CTS No.709, 713, 714 Village Oshiwara, Oshiwara new Link Road, Andheri (West), Mumbai -400053.
ii. FDR of Rs.5.50 Crores.
Other Restrictive Covenant are as under:
1. For Deutsche Bank:
1. Quasi Capital should not be withdrawn from the business & all Balance sheet ratios to be maintained as per DB Norms.
2. Any Default Committed by the client in Working Capital be deemed to be an event of default by the client in Home Loan and vice versa. Hence the liabilities of both the entries shall be joint and several.
3. You undertake not to withdraw any capital during the tenor of the facility granted, as per their internal forms and accordingly, at its sole discretion, revise the spread to accommodate this under post facto advice
to the borrower.
2. For ICICI Bank:
1. Partners / Director remuneration payable will be subservient to the interest payable to ICICI Bank Ltd.
This is an indicative list and there may be additional restrictive covenants under the various borrowing arrangements entered into by us.
289b. Unsecured Loans:
Name of Lender Re-Payment Outstanding amount as on March 31, 2025 (₹
Schedule in `lakhs)*
Bhimji Nanji Patel On demand 993.95
Kunal Bhimji Patel On demand 18.07
*As certified by M/s. Shah Gupta & Co., Chartered Accountants, the Statutory Auditor of our Company pursuant to their certificate
dated July 08, 2025.
290SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated in this section, there are no outstanding: (a) criminal proceedings; (b) actions by statutory or regulatory
authorities; (c) claims relating to direct and indirect taxes; or (d) Material Litigation (as defined below); involving our
Company, its Directors, the Promoters and the Group Companies ("Relevant Parties"). Further, there are no disciplinary
actions (including penalties) imposed by SEBI or the Stock Exchanges against our Promoters in the last five (5) FYs,
including any outstanding action.
In accordance with the Materiality Policy, all outstanding litigation (other than outstanding criminal proceedings, actions
by statutory or regulatory authorities and claims relating to direct and indirect taxes involving the Relevant Parties
wherein (i) the aggregate monetary claim made by or against the Relevant Parties (individually or in the aggregate), in
any such outstanding litigation, is equal to or in excess of an amount equivalent to 5% of the average of profit after tax
for last three years, as per the Restated Financial Statements for Fiscal 2024, 2023 and 2022 would be considered
material for our Company (“Threshold”) (ii) where the monetary liability is not quantifiable, or which does not fulfil the
threshold specified in (i) above, but the outcome of which could nonetheless have a material adverse effect on the business,
operations, performance, prospects, financial position or reputation of our Company, or (iii) the pending litigation where
the decision in one litigation is likely to affect the decision in similar litigations, even though the amount involved in an
individual litigation may not exceed the Threshold, have been considered “material” and accordingly have been disclosed
in this Prospectus.
For the purpose of material litigation in (d) above, our Board in its meeting held on March 12, 2025 has considered and
adopted the following policy on materiality for identification of material outstanding litigation involving the Relevant
Parties (“Materiality Policy”). In accordance with the Materiality Policy, all outstanding litigation, including any
litigation involving the Relevant Parties, other than criminal proceedings and actions by regulatory authorities and
statutory authorities, will be considered material if:
(i) the omission of an event or information, whose value or the expected impact in terms of value exceeds the limits as
prescribed under the SEBI Listing Regulations (as amended from time to time) i.e.:
a) two percent of turnover, as per the last annual restated financial statements of the Company being ₹ 472.30
lakhs; or
b) two percent of net worth, except in case of the arithmetic value of the networth is negative, as per the last annual
restated financial statements of the Company being ₹ 192.02 lakhs; or
c) five percent of the average of absolute value of profit or loss after tax, as per the last three annual restated
financial statements of the Company being ₹ 87.89 lakhs.
Accordingly, any transaction exceeding the lower of i, ii or iii above or ₹ 87.89 lakhs will be considered for the
above purpose; or
(ii) where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in
individual litigation does not exceed the amount determined as per clause (i) above, and the amount involved in all
of such cases taken together exceeds the amount determined as per clause (i) above; and
(iii) any such litigation which does not meet the criteria set out in (i) above and an adverse outcome in which would
materially and adversely affect the operations or financial position of the Company.
It is clarified that for the above purposes, pre-litigation notices received by Relevant Parties, unless otherwise decided
by our Board, are not evaluated for materiality until such time that the Relevant Parties are impleaded as defendants in
litigation proceedings before any judicial forum.
291Except as stated in this Section, there are no outstanding material dues to creditors of our Company. For this purpose,
our Board has considered and adopted a policy of materiality for identification of material outstanding dues to creditors
by way of its resolution dated March 12, 2025. In terms of the materiality policy, creditors of our Company to whom
amounts outstanding dues to any creditor of our Company exceeding ₹ 120.91 lakhs as per the Restated Financial
Statements of our Company disclosed in this Prospectus, would be considered as material creditors. The trade payables
of our Company as on March 31, 2025 were ₹ 2,418.11 lakhs. Details of outstanding dues to micro, small and medium
enterprises and other creditors separately giving details of number of cases and amount involved, shall be uploaded and
disclosed on the website of the Company as required under the SEBI ICDR Regulations.
For outstanding dues to any micro, small or medium enterprise, the disclosure shall be based on information available
with our Company regarding the 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, as amended, as has been relied upon
by the Statutory Auditors.
Unless stated to the contrary, the information provided below is as of the date of this Prospectus.
All terms defined in a particular litigation disclosure pertains to that litigation only.
LITIGATIONS INVOLVING OUR COMPANY
i. Outstanding criminal proceedings
Criminal proceedings against our Company
As on the date of this Prospectus, there are no pending criminal proceedings filed against our Company.
Criminal proceedings initiated by our Company
As on the date of this Prospectus, there are no pending criminal proceedings initiated by our Company.
Other material proceedings
Civil proceedings against our Company
As on the date of this Prospectus, there are no civil proceeding initiated against our Company which have been
considered material in accordance with the Materiality Policy.
Civil proceedings initiated by our Company
As on the date of this Prospectus, there are no pending material civil proceedings filed by our Company which
have been considered material in accordance with the Materiality Policy.
ii. Outstanding actions by Statutory Authorities or Regulatory Authorities
As on the date of this Prospectus, there are no outstanding actions initiated by Statutory Authorities or Regularity
Authorities against our Company.
iii. Outstanding tax proceedings
As on the date of this Prospectus, there are no outstanding tax proceedings involving our Company except as listed
below.
292Nature of case Number of cases Amount Involved (in ₹ lakhs)
Direct Tax 1 79.11
Indirect Tax 2 16.09
Total 3 95.20
LITIGATIONS INVOLVING OUR PROMOTER
i. Criminal proceedings involving our Promoter
Criminal proceedings against our Promoter
As on the date of this Prospectus, there are no outstanding criminal proceedings initiated against our Promoter.
Criminal proceedings initiated by our Promoter
As on the date of this Prospectus, there are no outstanding criminal proceedings initiated by our Promoter.
ii. Other material proceedings involving by our Promoter
Civil proceedings against our Promoter
As on the date of this Prospectus, there are no outstanding civil proceedings initiated against our Promoter.
Civil proceedings initiated by our Promoter
As on the date of this Prospectus, there are no outstanding civil proceedings initiated by our Promoter.
iii. Outstanding actions by Statutory or Regulatory authorities against our Promoter
As on the date of this Prospectus, there are no outstanding actions by Statutory or Regulatory authorities against our
Promoter.
iv. Outstanding tax proceedings against our Promoter
As on the date of this Prospectus, there are no outstanding tax proceedings involving our Promoter.
LITIGATIONS INVOLVING OUR DIRECTORS
i. Criminal litigations involving our Directors
Criminal proceedings against our Directors
As on the date of this Prospectus, there are no outstanding criminal proceedings initiated against our Directors.
Criminal proceedings initiated by our directors
As on the date of this Prospectus, there are no outstanding criminal proceedings initiated by our Directors.
ii. Other material proceedings involving by our Directors
Civil proceedings against our Directors
As on the date of this Prospectus, there are no outstanding civil proceedings initiated against our Directors.
293Civil proceedings initiated by our Directors
As on the date of this Prospectus, there are no outstanding civil proceedings initiated by our Directors.
iii. Outstanding actions by Statutory or Regulatory authorities against our Directors
As on the date of this Prospectus, there are no outstanding actions by Statutory or Regulatory authorities against
our Directors.
iv. Outstanding tax proceedings against our Directors
Nature of case Number of cases Amount Involved (in ₹ lakhs)
Direct Tax 3 1.61
Indirect Tax - -
Total 3 1.61
LITIGATION INVOLVING OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL
PERSONNEL (OTHER THAN DIRECTORS AND PROMOTERS)
i. Criminal litigations involving our Key Managerial Personnel and Senior Managerial Personnel
Criminal proceedings against our Key Managerial Personnel and Senior Managerial Personnel
As on the date of this Prospectus, there are no outstanding criminal proceedings initiated against our Key
Managerial Personnel and Senior Managerial Personnel.
Criminal proceedings initiated by our Key Managerial Personnel and Senior Managerial Personnel
As on the date of this Prospectus, there are no outstanding criminal proceedings initiated by our Key Managerial
Personnel and Senior Managerial Personnel.
ii. Other material proceedings involving by our Key Managerial Personnel and Senior Managerial Personnel
Civil proceedings against our Key Managerial Personnel and Senior Managerial Personnel
As on the date of this Prospectus, there are no outstanding civil proceedings initiated against our Key Managerial
Personnel and Senior Managerial Personnel.
Civil proceedings initiated by our Key Managerial Personnel and Senior Managerial Personnel
As on the date of this Prospectus, there are no outstanding civil proceedings initiated by our Key Managerial
Personnel and Senior Managerial Personnel.
iii. Outstanding actions by Statutory or Regulatory authorities against our Key Managerial Personnel and
Senior Managerial Personnel
As on the date of this Prospectus, there are no outstanding actions by Statutory or Regulatory authorities against
our Key Managerial Personnel and Senior Managerial Personnel.
iv. Outstanding tax proceedings against our Key Managerial Personnel and Senior Managerial Personnel
294Nature of case Number of cases Amount Involved (in ₹ lakhs)
Direct Tax 1 0.52
Indirect Tax - -
Total 1 0.52
Outstanding dues to creditors
In accordance with the Materiality Policy, our Company has considered such creditors material to whom the amount due
is equal to or in excess of 5% of the consolidated trade payables of our Company as of the end of the most recent period
covered in the Restated Financial Information, i.e. ₹ 120.90 lakhs, as of March 31, 2025 (“Material Creditors”).
The details of the total outstanding over dues (trade payables) owed to micro, small and medium enterprises (as defined
under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), Material Creditors and other
creditors as on March 31, 2025 is as set forth below:
Types of Creditors Number of Creditors Amount involved (₹ in lakhs)
Micro, small and medium enterprises* - -
Material Creditors 5 1,939.29
Other Creditors# 25 478.28
Total 30 2,418.11
*As defined under the Micro, Small and Medium Enterprises Development Act, 2006.
# Including provisions and unbilled dues.
* As certified by M/s. Shah Gupta & Co, Chartered Accountants, the Statutory Auditor of our Company pursuant to their certificate dated July 08,
2025.
Details pertaining to outstanding over dues to material creditors, if any, along with names and amounts involved for each
such material creditor shall be made available on the website of our Company at www.monikaalcobev.com.
Material Developments
Except as disclosed in “Management’s Discussion and Analysis of Financial Position and Results of Operations–
Significant Developments Occurring after March 31, 2025” on page 274, no circumstances have arisen since March 31,
2025, the date of the last Restated Financial Information disclosed in this Prospectus, which may materially and adversely
affect, or are likely to affect our profitability, our operations, the value of our consolidated assets or our ability to pay our
material liabilities within the next 12 months.
295GOVERNMENT AND OTHER APPROVALS
We have set out below an indicative list of approvals obtained by our Company which are considered material and
necessary for the purpose of undertaking this Issue and carrying on our present business activities. In view of these
key approvals, our Company can undertake this Offer and its business activities. In addition, certain of our key
approvals may expire in the ordinary course of business and our Company will make applications to the appropriate
authorities for renewal of such key approvals, as necessary. Unless otherwise stated herein and in the section “Risk
Factors” beginning on page 30, these material approvals are valid as of the date of this Prospectus. For details in
connection with the regulatory and legal framework within which we operate, see “Key Regulations and Policies”
on page 161.
The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our
Company to undertake its present business activities.
Following statement sets out the details of licenses, permissions and approvals obtained by the Company under
various central and state legislations for carrying out its business activities.
I. Material approvals obtained in relation to the Offer
a. The Board of Directors has, pursuant to a resolution passed at its meeting held on March 12, 2025, authorized
the Issue, subject to the approval of the shareholders of the Company under Section 62 of the Companies Act,
2013 and approvals by such other authorities, as may be necessary.
b. The shareholders of the Company have, pursuant to a special resolution passed in the shareholders meeting
held on March 17, 2025, authorized the Issue under Section 62 of the Companies Act, 2013, subject to
approvals by such other authorities, as may be necessary.
c. The Company has obtained the in-principle listing approval from BSE, dated June 9, 2025.
II. Material approvals obtained by our Company in relation to our business and operations
Our Company have obtained the following material approvals to carry on our business and operations. Some
of these may expire in the ordinary course of business and applications for renewal of these approvals are
submitted in accordance with applicable procedures and requirements.
A. Incorporation details of our Company
a. Our Company was originally incorporated as a limited company in the name of ‘Monika Alcobev Limited’ vide
Certificate of Incorporation dated January 17, 2022, issued by the Registrar of Companies, Mumbai.
b. The CIN of the Company is U15490MH2022PLC375025.
B. Tax related approvals obtained by our Company
Sr. Nature of Registration/ Registration/License/Certificate Issuing Date of Date of
No. License No. Authority Issue Expiry
1. Permanent Account AAPCM3719E Income Tax January Valid till
Number (PAN) Department 17, 2022 cancelled
2. Tax Deduction Account MUMM61347G Income Tax January Valid till
Number (TAN) Department 18, 2022 cancelled
296Sr. Nature of Registration/ Registration/License/Certificate Issuing Date of Date of
No. License No. Authority Issue Expiry
3. GST Registration 27AAPCM3719E1ZB Goods and March 7, Valid till
Certificate – Maharashtra Services Tax 2025 cancelled
Department
4. GST Registration 27AAPCM3719E2ZA Goods and April 07, Valid till
Certificate – SEZ, Services Tax 2022 cancelled
Raigad, Maharashtra Department
5. GST Registration 07AAPCM3719E1ZD Goods and April 30, Valid till
Certificate – Delhi Services Tax 2022 cancelled
Department
6. GST Registration 29AAPCM3719E1Z7 Goods and April 30, Valid till
Certificate – Karnataka Services Tax 2022 cancelled
Department
7. GST Registration 06AAPCM3719E1ZF Goods and January Valid till
Certificate – Haryana Services Tax 15, 2024 cancelled
Department
8. Professional Tax 99624233924P Maharashtra April 1, Valid till
Enrolment Certificate - State Tax 2021 cancelled
Maharashtra Department
9. Professional Tax 27481944243P Maharashtra January Valid till
Registration Certificate – State Tax 04, 2022 cancelled
Maharashtra Department
10. Professional Tax 1163065876 Karnataka March Valid till
Enrolment Certificate – State Tax 24, 2025 cancelled
Karnataka Department
11. Professional Tax 340953198 Karnataka June 20, Valid till
Registration Certificate – State Tax 2023 cancelled
Karnataka Department
12. Central State Tax 27481944243C Sales Tax March Valid till
Registration Certificate – Department, 22, 2022 cancelled
Maharashtra Government of
Maharashtra
13. Provisional Central State 07617226971 Department of March Valid till
Tax Registration Trade and 11, 2022 cancelled
Certificate – Delhi Taxes,
Government of
NCT of Delhi
14. Central State Tax 06961846344 Sales Tax October Valid till
Registration Certificate – Department, 14, 2023 cancelled
Haryana Government of
Haryana
15. Registration Certificate FLR 112024/4939/92/5-B Office of the April 08, Valid till
for sale of foreign liquor Commissioner, 2024 cancelled
in Maharashtra State Excise,
Maharashtra
297C. Regulatory & Labour / employment related approvals obtained by our Company:
Sr. Nature of Registration/ Registration/License/Certif Issuing Authority Date of Date of
No. License icate No. Issue Expiry
1. Certificate of registration – KDMAL2378828000 Employees’ May 25, Valid till
Employee’s Provident Provident Fund 2021 cancelled
Fund Code Organisation,
Ministry of Labour
and Employment
2. Certificate of Registration 35000567290000008 Employees’ State May 25, Valid till
ESIC- Registration under Insurance 2021 cancelled
Employees State Insurance Corporation
Act, 1948- Maharashtra
3. Certificate of Registration 73350567290010008 Employees’ State April 22, Valid till
ESIC- Karnataka Insurance 2022 cancelled
Corporation
4. Certificate of Registration 69350567290010008 Employees’ State March Valid till
ESIC-Haryana Insurance 26, 2025 cancelled
Corporation
5. Certificate of Registration 20350567290010008 Employees’ State March Valid till
ESIC- Delhi Insurance 26, 2025 cancelled
Corporation
6. UDYAM Registration UDYAM-MH-19-0125047 Ministry of Micro, March Valid till
Certificate Small and Medium 24, 2022 cancelled
Enterprises,
Government of
India
7. Shops and Establishment 820284491/KW Labour January Valid till
Registration Certificate – Ward/COMMERCIAL II Department, State 17, 2022 cancelled
Office No. 1107 Remi of Maharashtra
Commercio, Shah
Industrial Estate, Off Link
Rd, Andheri West,400053,
Maharashtra
8. Shops and Establishment 820382384 / KW Labour January Valid till
Registration Certificate– Ward/COMMERCIAL II Department, State 17, 2022 cancelled
24th Floor, 2403 Signature, of Maharashtra
Captain Suresh Sawant
Marg west of link road, Off
Veera Desai Road,
Andheri West, Mumbai
Suburban, Mumbai,
Maharashtra
9. Shops and Establishment 2510200319865051 Labour March Valid till
Registration Certificate Department, State 18, 2025 cancelled
(Intimation)– Sarveshwar of Maharashtra
FTWZ, Plot No- E3& F7,
JNPT SEZ, Developed By
JNPT, Uran, Navi
Mumbai, Maharashtra
(Warehouse)
298Sr. Nature of Registration/ Registration/License/Certif Issuing Authority Date of Date of
No. License icate No. Issue Expiry
10. Shops and Establishment 2510300319864646 Labour March Valid till
Registration Certificate Department, State 18, 2025 cancelled
(Intimation)– Arshiya of Maharashtra
Limited – FTWZ, Unit
No.120, 1st Floor,
Administrative Building,
Arshiya FTWZ, Village
Sai, Panvel, Raigad,
Maharashtra (Warehouse)
11. Shops and Establishment 2510300319864847 Labour March Valid till
Registration Certificate Department, State 18, 2025 cancelled
(Intimation)– Contegrate of Maharashtra
Enterporte, Warehouse-
777, Near Mothi Jui
Junction, Chirner Khopate
Road, Village Jui, Taluka
Uran, Raigad,
Maharashtra (Warehouse)
12. Shops and Establishment PSA/REG/GGN/LI-GGN- Labour February Valid till
Registration Certificate – 10/0369325 Department, State 01, 2025 cancelled
Unit No 501, Tower A, of Haryana
Millennium Plaza,
Sushant Lok Phase 1,
Sector 27, Gurugram,
Haryana
13. Shops and Establishment PSA/REG/GGN/LI-GGN- Labour March Valid till
Registration Certificate – 1/0376870 Department, State 19, 2025 cancelled
Faarukhnagar Village, of Haryana
Khentawas Wazirpur,
Faarukhnagar Road,
Haryana (Warehouse)
14. Shops and Establishment 2025036680 Department of March Valid till
Registration Certificate – Labour, 13, 2025 cancelled
Old No. 86a New No.166 Government of
Pratap Nagar Mayur Vihar National Capital
Phase1, New Delhi East Territory of Delhi
Delhi
15. Shops and Establishment 2025039592 Department of March Valid till
Registration Certificate – Labour, 19, 2025 cancelled
16/19 telephone Government of
Exchange Road Samalkha National Capital
New Delhi South-West Territory of Delhi
Delhi
16. Shops and Establishment SEA/HYD/ALO/01/1069619 Labour March Valid till
Registration Certificate – /2025 Department, State 19, 2025 cancelled
No 202, Jyothi of Telangana
Habitate Sarojininagar,
Lay Out, Guttala
Begumpet, Circle 1,
Hyderabad, Telangana
17. Shops and Establishment 29/SEE/CE/0019/2025 Government of May 17, December
Registration Certificate - Karnataka 2025 31, 2029.
299Sr. Nature of Registration/ Registration/License/Certif Issuing Authority Date of Date of
No. License icate No. Issue Expiry
ware house no 88/3, Department of
Seegehalli village, Labour
kadugodi post,
whitefieldsports centre,
bangalore, bangalore,
560067.
18. Importer – Exporter Code 0315004860 Ministry of April 24, Valid till
Registration Commerce and 2015 cancelled
Industry
19. Legal Entity Identifier 894500NRXT4LO9TUVH37 Legal Entity April 22, April 22,
(LEI) Identifier Private 2022 2025
Limited
III. Material Approvals Related to our Subsidiaries
As on the date of this Prospectus, our Company does not have any Subsidiaries.
IV. Material approvals or renewals for which applications are currently pending before relevant authorities
Sr. No Details of Application Application Number Date of application
1. Application for Registration under Karnataka 946631 March 18, 2025
Shops and Commercial Establishment Act,1961-
21, 8th Main cross, Sampangiramnagara, NA,
Bangalore, Karnataka
V. Material approvals expired and renewal yet to be applied for
Nil
VI. Material approvals required but not obtained or applied for
Nil
VII. Intellectual Property
As on the date of this Prospectus, our Company has registered the following trademark with the Registrar of
Trademarks under the Trademarks Act, 1999:
Date of Issue Particulars of the Mark Trade Mark No. Class of Registration
February 29, 2024 MONIKA ALCOBEV 5626380 33
December 19, 2024 MONIKA ALCOBEV 5626381 35
May 26, 2021 4775619* 32
May 02, 2021 4729316^ 33
*Company has filed Form TM-P dated February 29, 2024 for the Assignment of Trademark with the Trademark Registry.
^ The Trademark has been assigned to the Company by Kunal Bhimji Patel vide an Assignment Agreement dated March 26, 2025.
VIII. Pending Intellectual property related approvals Application
As on the date of this Prospectus the following trademarks are pending for approval:
300Date of Application Particulars of the Mark Application Number Class of Registration
May 30, 2023 ALCHEMY 5957844 16
May 30, 2023 ALCHEMY 5957845 9
October 17, 2023 #ONLYTHEBEST 6153363 35
For risk associated with our intellectual property please see, “Risk Factors” beginning on page 30.
301OTHER REGULATORY AND STATUTORY DISCLOSURES
AUTHORITY FOR THE OFFER
The Offer has been authorized by the Board of Directors vide a resolution passed at its meeting held on March 12,
2025, subject to the approval of the shareholders of the Company and such other authorities, as may be necessary.
The shareholders of the Company have, pursuant to a Special Resolution passed in the Extra Ordinary General
Meeting held on March 17, 2025 authorized the Offer under Section 62(1)(c) of the Companies Act, 2013, subject
to approvals by such other authorities, as may be necessary.
The Red Herring Prospectus has been approved by our Board pursuant to its resolution passed on July 08, 2025.
Our Company has received in-principle approvals from BSE SME for the listing of the Equity Shares pursuant to
its letter dated June 9, 2025.
This Prospectus has been approved by our Board pursuant to its resolution passed on July 18, 2025.
APPROVAL FOR THE OFFER
The Selling Shareholder(s) have authorised and confirmed inclusion of its portion of the Offered Shares as part of
the Offer, as set out below:
Name of the No. of Equity No. of Equity Date of Date of Consent
Selling Shares offered Shares held authorization Letter
Shareholder(s)
Deven 5,45,600 10,91,475 - March 12, 2025
Mahendrakumar
Shah
Rhetan Estate 4,54,400 9,09,545 March 12, 2025 March 12, 2025
Private Limited
The Selling Shareholder(s) has/have confirmed that it has held the offered shares for a period of at least one year
prior to the date of filing of this Prospectus and that it is in compliance with the SEBI ICDR Regulations and are
eligible for being offered in the Offer. The Selling Shareholders have confirmed that they have not been prohibited
from dealings in securities market and the Equity Shares offered and to be sold are free from any lien, encumbrance
or third-party rights.
IN-PRINCIPLE LISTING APPROVAL
We have received “in-principle” approval from SME Platform of BSE vide their letter dated June 9, 2025 to use the
name of BSE Limited in this Prospectus for listing of our Equity Shares on BSE SME. BSE is the Designated Stock
Exchange for the purpose of this Offer.
PROHIBITION BY SEBI OR OTHER GOVERNMENTAL AUTHORITIES
We confirm that our Company, our Directors, Selling Shareholders, our Promoters, members of Promoter Group, or
the persons in control of our Company have not been prohibited from accessing the capital market or debarred from
buying, selling or dealing in securities, under any order or directions by the SEBI or any other regulatory or
government authorities.
302Neither our Company, nor Promoters, nor Promoter Group, nor Selling Shareholders, nor any of our Directors or
persons in control of our Company are/ were associated as promoter, directors or persons in control of any other
Company which is debarred from accessing or operating in the capital markets under any order or directions made
by the SEBI or any other regulatory or Governmental Authorities.
There are no violations of securities laws committed by any of them in the past and no such proceedings are currently
pending against any of them.
None of our Directors are associated with the securities market and no action has been taken by the SEBI against
the Directors or any other entity with which our directors are associated as promoters or director.
Further none of our Promoters or Directors has been declared as fugitive economic offender under Fugitive
Economic Offenders Act, 2018.
The listing of any securities of our Company has never been refused by any of the stock exchanges in India.
PROHIBITION BY RBI
Neither our Company, nor our Promoters, nor the Selling Shareholders or Directors have been identified as a willful
defaulter as defined under Regulation 2(1)(III) of the SEBI ICDR Regulations.
Neither our Company, our Promoters, nor the Selling Shareholders or our Directors have been declared as a
fraudulent borrower by any bank, financial institution or lending consortium, in accordance with the ‘Master
Directions on Fraud-Classification and Reporting by commercial banks and select FIs’ dated July 1, 2016, as
updated, issued by the RBI.
DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET
None of our Directors are associated with the securities market and there has been no outstanding action initiated by
SEBI against them in the five years preceding the date of this Prospectus.
COMPLIANCE WITH THE COMPANIES (SIGNIFICANT BENEFICIAL OWNERSHIP) RULES, 2018
Our Company, our Promoters, the Selling Shareholders and Promoter Group follows the Companies (Significant
Beneficial Ownership) Rules, 2018 (“SBO Rules”), to the extent applicable, as on the date of this Prospectus.
COMPLIANCE WITH PART A OF SCHEDULE VI OF THE SEBI ICDR REGULATIONS
Our Company is in compliance with the provisions specified in Part A of Schedule VI of the SEBI (ICDR)
Regulations. No exemption from eligibility norms has been sought under Regulation 300 of the SEBI (ICDR)
Regulations, with respect to the Offer. Further, our Company has not been formed by the conversion of a partnership
firm into a company.
COMPLIANCE WITH COMPANIES ACT, 2013
Our Company, Promoters, Selling Shareholders and members of the Promoter Group confirm that they are in
compliance with the Companies Act, 2013, to the extent applicable, as on the date of this Prospectus.
ELIGIBILITY FOR THE OFFER
Our Company is an “Unlisted Company” in terms of the SEBI (ICDR) Regulation; and this Offer is an “Initial
Public Issue” in terms of the SEBI (ICDR) Regulations.
303Our Company is eligible in terms of Regulations 230 of SEBI ICDR Regulations for this Offer.
Our Company is eligible for the Offer in accordance with Regulation 229(2) and other provisions of Chapter IX of
the SEBI ICDR Regulations, as we are an Issuer whose post-offer paid-up capital is more than Ten Crores Rupees
but less than Twenty-Five Crores Rupees and we may hence issue Equity Shares to the public and propose to list
the same on the Small and Medium Enterprise Exchange, in this case being SME Platform of BSE Limited (“BSE
SME”). Further, our Company satisfies the track record and/or other eligibility conditions of the BSE SME.
Eligibility Criteria of the BSE Limited for listing of corporates on the BSE SME:
1. The Issuer should be a Company incorporated under the Companies Act 1956/ 2013:
Our Company was incorporated on January 17, 2022 under the provisions of the Companies Act, 2013 vide
certificate of incorporation issued by Registrar of Companies, Central Registration Centre.
2. The post Offer paid up capital of the company (face value) shall not be more than ₹25.00 Crores:
As on the date of this Prospectus, the paid-up capital (face value) of the Company is ₹ 1,665.88 lakhs comprising of
1,66,58,761 Equity Shares and we are proposing an Offer of 57,91,200 Equity Shares of ₹ 286 /- each aggregating
to ₹ 16,562.83 lakhs comprising a Fresh Issue of up to 47,91,200 Equity Shares of Face Value ₹ 10 Each and Offer
for Sale of up to 10,00,000 Equity Shares. Hence, the Post Offer Paid up Capital will be less than ₹25.00 Crores.
3. The issuing company shall have a net worth of ₹ 1 crore for 2 preceding full financial years.
As per the Restated Financial Statements, our Company’s net worth is as follows:
(₹ in lakhs)
Details As of March 31, As of March As of March 31,
2025 31, 2024 2023
Net Worth as per Restated Financial 9,600.92 5,853.04 1,712.19
Statements
4. The issuing company shall have net tangible assets worth Rs 3 crores in the last preceding (full) financial year:
As per the Restated Financial Statements, our Company’s net tangible asset is as follows:
(₹ in lakhs)
Details As of March 31, As of March As of March 31,
2025 31, 2024 2023
Net Assets 9,600.92 5,853.04 1,712.19
(Less) Intangible Assets* (18.54) (22.53) (2.19)
Net Tangible Assets 9,582.38 5,830.51 1,710.00
Note (1): Net Assets = Total Assets – Total Liabilities
Note (2): Net tangible assets computation will be as per the definition given in SEBI (ICDR) Regulations.
3045. The track record of applicant company seeking listing should be at least 3 years
Our Company was originally formed as a partnership firm under the name ‘M/s Monika Enterprise’ (“Partnership
Firm”) pursuant to a deed of partnership dated February 12, 2015 under the Indian Partnership Act, 1932
(“Partnership Act”). Subsequently, Fresh Certificate of Registration dated May 04, 2018 bearing number
MU000009640 was issued by Registrar of Firms. The partnership firm was thereafter converted from ‘M/s Monika
Enterprise’ into Public Limited Company under Section 366 Part I of Chapter XXI of the Companies Act, 2013, as
‘Monika Alcobev Limited’ under the Companies Act, 2013, pursuant to a certificate of incorporation dated January
17, 2022 issued by the Registrar of Companies, Central Registration Centre and therefore, fulfils Stock Exchange’s
criteria of track record of 3 years as on the date of filing of the Prospectus.
6. The company/ proprietorship concern/registered firm/ LLP should have operating profit (earnings before
interest, depreciation and tax) of 1 Crore from operations for 2 out of 3 latest financial years preceding the
application date.
Our Company satisfies the criteria of having operating profit from operations for 2 out of 3 latest financial years
preceding the application date, details are mentioned as below:
(₹ in lakhs)
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
EBIDT 4,619.49 3,214.43 2,467.48
Therefore, our Company has operating profit from operations more than ₹ 1 Crore in 2 out of last 3 financial years.
7. Leverage Ratio of not more than 3:1:
(₹ in lakhs)
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Long term 2,202.40 1,491.59 3,237.94
Borrowings
Short term 15,207.23 10,824.13 3,967.80
Borrowings
Total Borrowings 17,409.64
12,315.72 7,205.74
(A)
Shareholders’ 9,600.92
5,853.04 1,712.19
Equity(B)
Leverage Ratio 1.81
2.10 4.21
(A/B)
8. Disciplinary Action
i. The Company confirms that no regulatory action of suspension of trading against the promoter(s)
or companies promoted by the promoters by any stock Exchange having nationwide trading
terminals.
ii. The Company further confirms that the Promoters or directors are not the promoters or directors
(other than independent directors) of compulsory delisted companies by the Exchange and neither
they are the promoters or directors of such companies on which the consequences of compulsory
305delisting is applicable/attracted or companies that are suspended from trading on account of
noncompliance.
iii. None of the Directors have been disqualified/ debarred by any of the regulatory authority
9. No pending defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit
holders by the applicant company, promoters/ promoting company(ies), Subsidiary Companies.
There are no pending defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit
holders, banks, FIs by the Company, Promoters or Subsidiary Company.
10. In case of name change within the last one year, at least 50% of the revenue calculated on a restated and
consolidated basis for the preceding 1 full financial year has been earned by it from the activity indicated by its
new name.
The Company confirms that there has been a change in its name in last 1 year.
11. Other Requirements
We confirm that:
i. Our Company has a website: www.monikaalcobev.com
ii. The Equity Shares of our Company held by our Promoters are in dematerialized form;
iii. There has been no change in the promoter of our Company in the preceding one year from date of filing
application to BSE for listing on SME segment.
iv. The composition of the board our company in compliance with the requirements of Companies Act, 2013 at
the time of in-principle approval.
v. The Net worth of our company as mentioned above computed as per the definition given in SEBI (ICDR)
Regulations
vi. Our Company has not been referred to NCLT under IBC.
vii. There is no winding up petition against our company, which has been admitted by the National Company
Law Tribunal (NCLT).
OTHER DISCLOSURES:
a. Our Company confirms that there is no material regulatory or disciplinary action by a stock exchange or
regulatory authority in the past one year in respect of promoters, companies promoted by the promoters of the
Company;
b. Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR);
c. No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years
against the company.
d. The directors of the issuer are not associated with the securities market in any manner, and there is no
outstanding action against them initiated by the Board in the past five years.
306OUR COMPANY IS IN COMPLIANCE WITH THE FOLLOWING CONDITIONS SPECIFIED IN
REGULATION 230 OF SEBI (ICDR) REGULATIONS:
• The Prospectus has been filed with BSE and our Company has made an application to BSE for listing of its
Equity Shares on the BSE SME. BSE is the Designated Stock Exchange.
• To facilitate trading in demat securities; the Company has entered into an following tripartite agreements with
the Depositories and the Registrar and Share Transfer Agent:
Tripartite agreement dated April 4, 2022 with NSDL, our Company and Registrar to the Offer;
Tripartite agreement dated July 24, 2024 with CDSL, our Company and Registrar to the Offer;
• The entire pre-Offer capital of our Company has shares fully paid-up Equity Shares and the Equity Shares
proposed to be issued pursuant to this IPO will be fully paid-up.
• The entire Equity Shares held by the Promoters is in dematerialized form.
• As the entire fund requirement is to be funded from the proceeds of the Fresh Issue, 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 amounts to be raised through the proposed Fresh Issue. The fund requirement and
deployment are based on internal management estimates and have not been appraised by any bank or financial
institution. For details, please see chapter titled “Objects of the Offer” on page 91 of this Prospectus.
• The size for Offer for Sale does not exceed twenty percent of the total Offer size.
• The shares offered by the Selling Shareholders does not exceed fifty percent of their pre-offer shareholding on
a fully diluted basis.
• The “Objects of the Offer” on page 91 does not consist of repayment of loan taken from our Promoters,
Promoter Group or any Related Party, directly or indirectly from the Fresh Issue Proceeds.
• The amount dedicated for general corporate purposes, as mentioned in “Objects of the Offer” on page 91, does
not exceed fifteen per cent (15%) of the amount being raised by our Company.
• The amount for general corporate purposes and such objects where our Company has not identified acquisition
or investment target, as mentioned in “Objects of the Offer” on page 91, does not exceed thirty-five per cent
(35%) of the amount being raised by our Company.
OUR COMPANY CONFIRMS
(a) In accordance with Regulation 246 of the SEBI (ICDR) Regulations, the Draft Red Herring Prospectus has
will not be filed with SEBI, nor will SEBI issue any observations on our Draft Red Herring Prospectus. The
Red Herring Prospectus was filed with the Registrar of Companies, Maharashtra at Mumbai and the Prospectus
will be filed with the Registrar of Companies, Maharashtra at Mumbai. Also, we shall ensure that our Book
Running Lead Manager submits the copy of Prospectus along with a Due Diligence Certificate as per Form A
of Schedule V to SEBI (ICDR) Regulations including site visit report of the Issuer Company along with
additional confirmations as required by SEBI at the time of submission of the Prospectus with SEBI in Form
G of Schedule V to SEBI (ICDR) Regulations. In accordance with sub-regulation (5) of Regulation 246 of
SEBI (ICDR) Regulations, a soft copy of the Prospectus shall be submitted to SEBI.
307(b) The face value of Equity Shares of our Company is ₹ 10/- (Ten only) for each Equity Share. As detailed in the
chapter “Capital Structure” on page 75.
(c) Price of the Equity Shares is not less than the face value of the Equity Shares. For further details pertaining to
pricing of Equity Shares please refer to “Capital Structure” on page 75.
(d) In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this Offer has been hundred percent
(100%) underwritten and that the Book Running Lead Manager to the offer has underwritten more than fifteen
per cent (15%) of the total Offer size. For further details pertaining to said underwriting please refer to “General
Information – Underwriter” on page 63.
(e) In accordance with Regulation 261 of the SEBI ICDR Regulations, the Book Running Lead Manager will
ensure compulsory market making for a minimum period of three (3) years from the date of listing of Equity
Shares offered in the Offer. For further details of the market making arrangement see the chapter titled “General
Information” beginning on page 63.
(f) In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, our Company shall ensure that the
total number of proposed allottees in the Offer is greater than or equal to two hundred (200)T, otherwise, the
entire application money will be refunded forthwith. If the Equity Shares are not allotted and/or the application
monies are not refunded or unblocked within four (4) days, our Company shall pay interest at the rate of 15%
per annum from expiry of four (4) days.
(g) The post- offer paid up capital of our Company will not exceed be ₹ 25.00 crore. For further information refer
to the chapter “Capital Structure” beginning on page 75.
(h) Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).
(i) There is no winding up petition against the Company which has been admitted by the court or a liquidator has
not been appointed.
(j) We confirm that no material regulatory or disciplinary action by a stock exchange or regulatory authority has
been taken in the past three years against our Company.
(k) We confirm that nothing in this Prospectus is contrary to the provisions of Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15
of 1992) and the rules and regulations made thereunder.
(l) We confirm that Lead Manager i.e., Marwadi Chandarana Intermediaries Brokers Private Limited are not
associates as defined under the Securities and Exchange Board of India (Merchant Bankers) regulations, 1992
of our Company.
We further confirm that we shall be complying with all the other requirements as laid down for such an Offer
under Chapter IX of SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and
guidelines issued by SEBI and the Stock Exchange/s.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT 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
308OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE
CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE PROSPECTUS.
THE BOOK RUNNING LEAD MANAGER, MARWADI CHANDARANA INTERMEDIARIES BROKERS
PRIVATE LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE PROSPECTUS
ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING AN INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY ARE PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS OFFER DOCUMENT, THE BRLM IS EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLM, MARWADI
CHANDARANA INTERMEDIARIES BROKERS PRIVATE LIMITED HAVE FURNISHED TO SEBI, A
DUE DILIGENCE CERTIFICATE DATED APRIL 14, 2025 IN THE FORMAT PRESCRIBED UNDER
SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THE OFFER DOCUMENT DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM
ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF
OBTAINING SUCH STATUTORY AND 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 BRLM ANY IRREGULARITIES OR LAPSES IN THIS
PROSPECTUS.
Note: All legal requirements pertaining to the Offer will be complied with at the time of registration of the Prospectus
with the ROC in terms of section 32 of the Companies Act, 2013. All legal requirements pertaining to the Offer will
be complied with at the time of registration of the Prospectus with the ROC in terms of section 26, 33(1) and 33(2)
of the Companies Act, 2013.
DISCLAIMER FROM OUR COMPANY, OUR DIRECTOR(S), SELLING SHAREHOLDER(S) AND THE
BOOK RUNNING LEAD MANAGER
Our Company, it’s Directors, the Selling Shareholders and the Book Running Lead Manager accepts no
responsibility for statements made otherwise than in this Prospectus or in the advertisement or any other material
issued by or at the instance of the Company and that anyone placing reliance on any other source of information,
including our Company’s website www.monikaalcobev.comwould be doing so at their own risk.
The Book Running Lead Manager accepts no responsibility, save to the limited extent as provided in the Offer
Agreement entered into between the Book Running Lead Manager and our Company dated April 10, 2025 and the
Underwriting Agreement dated June 9, 2025 entered into between the Underwriter, the Selling Shareholders and our
Company and the Market Making Agreement dated June 9, 2025 entered into among the Book Running Lead
Manager, the Market Maker, and our Company.
All information shall be made available by Our Company, the Selling Shareholders, and the Book Running Lead
Manager to the Applicants and public at large and no selective or additional information would be available for a
section of the Investors in any manner whatsoever, including at road show presentations, in research or sales reports,
at Collection Centers or elsewhere.
None among our Company or the Selling Shareholders is liable for any failure in (i) uploading the Bids due to faults
in any software/ hardware system or otherwise; or (ii) the blocking of Bid Amount in the ASBA Account on receipt
309of instructions from the Sponsor Bank 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. Bidders will
be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders,
Underwriters and their respective directors, officers, agents, affiliates, and representatives that they are eligible under
all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not offer, allot,
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, the Selling Shareholders and their
respective directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising
any investor on whether such investor is eligible to acquire the Equity Shares.
The Book Running Lead Manager and its associates and affiliates may engage in transactions with, and perform
services for, our Company, and our respective affiliates and associates 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 or our affiliates or associates for which they have received and may in future receive compensation.
Note:
Investors who apply in the Offer will be required to confirm and will be deemed to have represented to our
Company, the Underwriter and their respective directors, officers, agents, affiliates and representatives that
they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity
Shares of our Company and will not offer, sell, pledge or transfer the Equity Shares of our Company to any
person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire
Equity Shares of our Company. Our Company, the Underwriter and their respective directors, officers,
agents, affiliates, and representatives accept no responsibility or liability for advising any Investor on whether
such Investor is eligible to acquire Equity Shares of our Company.
DISCLAIMER IN RESPECT OF JURISDICTION
This Offer is being made in India to persons resident in India, including Indian nationals’ resident in India (who are
not minors, except through their legal guardian), Hindu Undivided Families (HUFs), companies, corporate bodies
and societies registered under the applicable laws in India and authorized to invest in shares, Mutual Funds, Indian
financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission),
Trusts registered under the Societies Registration Act, 1860, as amended from time to time, or any other trust law
and who are authorized under their constitution to hold and invest in shares, permitted insurance companies and
pension funds and to non-residents including NRIs and FIIs. This Prospectus does not, however, constitute an offer
to sell or an invitation to subscribe to Equity Shares issued hereby in any other jurisdiction to any person to whom
it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession the Prospectus
comes is required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising out
of this issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required
for that purpose. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or
indirectly, and this Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of this Prospectus nor any sale hereunder shall,
under any circumstances, create any implication that there has been any change in the affairs of our Company since
the date hereof or that the information contained herein is correct as of any time subsequent to this date.
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 applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.
ELIGIBILITY AND TRANSFER RESTRICTIONS
310The Equity Shares have not been, and will not be, registered under the U.S. Securities Act, 1933, as amended
(“Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United
States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act),
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act. Accordingly, the Equity Shares will be offered and sold (i) in the United States only to “qualified
institutional buyers”, as defined in Rule 144A of the Securities Act, and (ii) outside the United States in offshore
transactions in reliance on Regulation S under the Securities Act and in compliance with the applicable laws of the
jurisdiction where those offers and sales occur.
The Equity Shares have not been, and will not be, registered, listed, or otherwise qualified in any other jurisdiction
outside India and may not be issued or sold, to any persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction.
Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity Shares or
create any economic interest therein, including any off-shore derivative instruments, such as participatory notes,
issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in compliance with applicable laws and
legislations in each jurisdiction, including India.
DISCLAIMER CLAUSE OF THE BSE SME
"BSE Limited ("BSE") has vide its letter dated June 09, 2025, given permission to "MONIKA ALCOBEV
LIMITED” to use its name in the Offer Document as the Stock Exchange on whose Small and Medium Enterprises
Platform ("SME platform") the Company's securities are proposed to be listed. BSE has scrutinized this offer
document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to the
Company. BSE does not in any manner:
i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
ii. warrant that this Company's securities will be listed on completion of Initial Public Offering or will continue
to be listed on BSE; or
iii. take any responsibility for the financial or other soundness of this Company, its promoters, its management
or any scheme or project of this Company.
iv. warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity shares
are offered by the Company and investors are informed to take the decision to invest in the equity shares of
the Company only after making their own independent enquiries, investigation and analysis. The price at
which the equity shares are offered by the Company is determined by the Company in consultation with the
Merchant Banker (s) to the issue and the Exchange has no role to play in the same and it should not for any
reason be deemed or construed that the contents of this offer document have been cleared or approved by
BSE. Every person who desires to apply for or otherwise acquire any securities of this Company may do so
pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE
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.
v. BSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages
including loss of profits incurred by any investor or any third party that may arise from any reliance on this
offer document or for the reliability, accuracy, completeness, truthfulness or timeliness thereof.
vi. The Company has chosen the SME platform on its own initiative and at its own risk, and is responsible for
complying with all local laws, rules, regulations, and other statutory or regulatory requirements stipulated by
BSE/other regulatory authority. Any use of the SME platform and the related services are subject to Indian
laws and Courts exclusively situated in Mumbai".
LISTING
311Application will be made to the “BSE SME” (i.e. SME Platform of BSE Limited) for obtaining permission for
listing of the Equity Shares being issued and sold in the Offer on its SME Platform after the allotment in the Offer.
BSE will be the Designated Stock Exchange, with which the Basis of Allotment will be finalized.
If the permission to deal in and for an official quotation of the Equity Shares on the BSE SME is not granted by BSE
Limited, our Company shall forthwith repay, without interest, all monies received from the Applicants in pursuance
of the Prospectus. The Allotment letters shall be issued or application money shall be refunded / unblocked within
two (2) Working Days from the Offer Closing Date or such lesser time as may be specified by SEBI or else the
application money shall be 288 refunded to the Applicants forthwith, failing which interest shall be due to be paid
to the Applicants at the rate of fifteen per cent (15%) per annum for the delayed period as prescribed under
Companies Act, 2013, the SEBI ICDR Regulations and other applicable law. Any expense incurred by our Company
on behalf of any of the Selling Shareholders with regard to interest on such refunds will be reimbursed by such
Selling Shareholders in proportion to its respective portion the Offered Shares.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the BSE SME mentioned above are taken within three working days from the Offer /
Bid Closing Date.
Our company has obtained In-principle approval from BSE vide letter dated June 9, 2025 to use name of BSE in the
Prospectus for listing of equity shares on BSE SME.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES
The Company has appointed MUFG Intime India Private Limited (formerly known as Link Intime India Private
Limited) as the Registrar to the Offer, to handle the investor grievances in co-ordination with the Compliance Officer
of the Company. All grievances relating to the present Offer may be addressed to the Registrar with a copy to the
Compliance Officer, giving full details such as name, address of the applicant, UPI ID (if applicable), number of
Equity Shares applied for, amount paid on application and name of bank and branch. The Company would monitor
the work of the Registrar to ensure that the investor grievances are settled expeditiously and satisfactorily.
The Registrar to the Offer, namely, MUFG Intime India Private Limited (formerly known as Link Intime India
Private Limited), will handle investor’s grievances pertaining to the Offer. A fortnightly status report of the
complaints received and redressed by them would be forwarded to the Company. The Company would also be co-
coordinating with the Registrar to the Offer in attending to the grievances to the investor.
All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as name,
address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch
of the SCSB where the Application Form was submitted by the Applicant. We estimate that the average time required
by us or the Registrar to the Offer or the SCSBs for the redressal of routine investor grievances will be Seven (7)
business days from the date of receipt of the complaint. In case of non-routine complaints and complaints where
external agencies are involved, we will seek to redress these complaints as expeditiously as possible.
Our Company has constituted Stakeholders Relationship Committee in the meeting of our Board of Director(s). For
further details on the Committees, please refer to the section titled “Our Management” beginning on page 176.
Our Company has appointed Kalpesh Himmatram Ramina as the Company Secretary and Compliance Officer to
redress the complaints, if any, of the investors participating in the Offer. For contact details for our Compliance
Officer, please refer to “General Information” on page 63
Investors can contact the Compliance Officer or the Registrar to the Offer in case of any pre- offer or post- offer
related problems such as non-receipt of letters of Allotment, credit of allotted Equity Shares in the respective
312beneficiary account or refund orders, etc. Pursuant to the press release PR. No. 85/2011 dated June 08, 2011, SEBI
has launched a centralized web-based complaints redress system “SCORES”. This would enable investors to lodge
and follow up their complaints and track the status of redressal of such complaints from anywhere. For more details,
investors are requested to visit the website www.scores.gov.in.
STATUS OF INVESTOR COMPLAINTS
We confirm that we have not received any investor compliant during the three years preceding the date of this
Prospectus and hence there are no pending investor complaints as on the date of this Prospectus.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
Our Company and the Selling Shareholders estimates that the average time required by our Company or the Registrar
to the Offer or the relevant Designated Intermediary, for the redressal of routine investor grievances shall be 7
(seven) 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 shall, after filing of this Prospectus, obtain authentication on the SCORES in terms of the SEBI
circular bearing number CIR/OIAE/1/2013 dated April 17, 2013 read with SEBI circular bearing number
SEBI/HO/OIAE/IGRD/CIR/P/2021/642 dated October 14, 2021 and shall comply with SEBI circular bearing
number CIR/OIAE/1/2014 dated December 18, 2014 in relation to redressal of investor grievances through
SCORES. Further, our Board by a resolution on February 26, 2025, has also constituted a Stakeholders’ Relationship
Committee. The composition of the Stakeholders’ Relationship Committee is as follows:
Sr. Name of Member Position in the Nature of Directorship
No. Committee
1 Prasannakumar Baliram Gawde Chairperson Independent Director
2 Nayan Jagdishchandra Rawal Member Independent Director
3 Bhimji Nanji Patel Member Chairman and Whole Time Director
4. Jagruti Prashant Sheth Member Independent Director
For further details, please see the chapter titled “Our Management” beginning on page 176 of this Prospectus.
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, includes frauds involving an amount of at
least ₹ 10,00,000/- or one per cent. of the turnover of the Company, whichever is lower, imprisonment for a term of
not less than six (6) months extending up to ten (10) years (provided that where the fraud involves public interest,
such term shall not be less than three (3) years) and fine of an amount not less than the amount involved in the fraud,
313extending up to three times of such amount. Where the fraud involves an amount less than ₹ 10,00,000/- (Rupees
Ten lakhs only) or one per cent (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 (5) years or with fine which may extend to ₹ 50,00,000/- (Rupees Fifty lakhs only) or with both.
CONSENTS
Consents in writing of: (a) the Directors, Promoters, Selling Shareholders, Chief Financial Officer, Company
Secretary & Compliance Officer and the Statutory Auditor; and (b) the BRLM, Registrar to the Offer, the Legal
Counsel to the Offer, Banker to the Offer(*), Bankers to the Company, Experts, Market Maker(*), Syndicate Member(*)
and Underwriters(*) to act in their respective capacities, have been or shall be duly obtained as the case may be and
shall be filed along with a copy of the Prospectus with the ROC, as required under Section 26 and 32 of the
Companies Act, 2013.
*The aforesaid will be appointed prior to filing of the Prospectus with ROC and their consents as above would be obtained prior to the filing of
the Prospectus with ROC.
EXPERT OPINION
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated July 08, 2025, from our Statutory Auditors, M/s. Shah Gupta &
Co., Chartered Accountants, who hold a valid peer review certificate, to include its name as required under Section
26(5) of the Companies Act, 2013 in this Prospectus and as an “Expert” as defined under Section 2(38) of the
Companies Act, 2013 in respect of (i) the examination report dated July 08, 2025 on the Restated Financial
Statements; and (ii) the Statement of Special Tax Benefits dated July 08, 2025 included in this Prospectus and such
consents have not been withdrawn as on the date of this Prospectus.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Price Information and the Track Record of the Past Issues Handled by the BRLM:
The Price Information and the Track Record of the Past Issues handled by the BRLM are as follows:
Sr. Issue Issue Issue Listing Opening +/- % change in closing price, +/- %
No. Name Size (₹ Price Date Price on change in closing benchmark
in (₹) Listing 30th 90th 180th
Crore) date (₹)
calendar calendar calendar
days from days from days from
listing listing listing
SME
1. Hamps 6.22 51.00 December 96.90 (34.39) (53.71) (60.28)
Bio 20, 2024 (1.24) (2.17) (4.36)
2. Kabra 40.00 128.00 January 22, 243.20 (47.13) (52.48) -
Jewels 2025 (70.16) (1.57)
Limited
3. N R 27.89 45.00 June 04, 45.00 (-10.76%) - -
Vandana 2025 3.42
Tex
Industries
Main Board
NIL
Notes:
3141. The BSE SENSEX and CNX NIFTY are considered as the Benchmark Index.
2. Price on BSE/NSE are considered for all the above calculations.
3. In case 30th, 90th and 180th day is not a trading day, closing price of the previous trading day has been considered.
4. In case 30th, 90th and 180th day, scripts are not traded then the last trading price has been considered.
5. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price
information.
As per SEBI Circular No. CIR/CFD/DIL/7/2015 dated October 30, 2015, the above table should reflect maximum
10 issues (Initial Public Offers) managed by the Lead Manager. Hence, disclosure pertaining to recent 10 issues
handled by the lead manager are provided
Financial Total Total Nos of IPO trading Nos of IPO trading Nos of IPO trading at Nos of IPO trading
Year No. Funds at discount as on the at premium as on discount as on the at premium as on the
of Raised 30th calendar days the 30th calendar 180th calendar days 180th calendar days
IPOs (₹ in from listing date days from listing from listing date from listing date
crore) date
Over Between Less Over Between Less Over Between Less Over Between Less
50% 25% - than 50% 25% - than 50% 25% - 50% than 50% 25% - than
50% 25% 50% 25% 25% 50% 25%
2025-2026 1 27.89 - - 1 - - - - - - - - -
2024 -2025 2 46.22 - 2 - - - - 1 - - -
2023 - 2024 - - - - - - - - - - - - - -
PREVIOUS RIGHTS AND PUBLIC ISSUES
Our Company has not made any previous public issue in India or abroad in five (5) years preceding the date of this
Prospectus.
COMMISSION AND BROKERAGE PAID ON PREVIOUS OFFERS OF OUR EQUITY SHARES IN LAST FIVE
YEARS
Since this is an Initial Public Issue of the Company, no sum has been paid or has been payable as commission or brokerage
for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since inception of the
Company.
CAPITAL ISSUES DURING THE LAST THREE YEARS BY OUR COMPANY, LISTED GROUP COMPANIES,
SUBSIDIARIES & ASSOCIATES OF OUR COMPANY
Except as disclosed in Chapter titled “Capital Structure” on page 75, our Company has not made any capital issue during
the previous three years.
We do not have any listed Group Company / Subsidiary / Associate as on date of this Prospectus.
STOCK MARKET DATA OF EQUITY SHARES
This being an Initial Public Issue of the Equity Shares of our Company, the Equity Shares are not listed on any stock
exchange and accordingly, no stock market data is available for the Equity Shares.
PERFORMANCE VIS-À-VIS OBJECTS
Except as stated in the chapter titled “Capital Structure” beginning on page 75, we have not made any previous rights and
/ or public issues during the last five (5) years and are an “Unlisted Issuer” in terms of SEBI ICDR Regulations and this
315Issue is an “Initial Public Issue” in terms of the SEBI ICDR Regulations, the relevant data regarding performance vis-à-vis
objects is not available with the Company.
OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND OTHER
INSTRUMENTS ISSUED BY THE COMPANY
The Company has no outstanding debentures or bonds. The Company has not issued any redeemable preference shares or
other instruments in the past.
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED
BY SEBI
Our company has not applied or received any exemption from complying with any provisions of securities laws by SEBI.
316SECTION VII – OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being issued, offered and Allotted pursuant to the Offer are subject to the provisions of the
Companies Act, SCRA, SCRR, SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum and
Articles of Association, the terms of the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus,
Application Form, any Confirmation of Allocation Note (“CAN”), the Revision Form, Allotment advices, and other
terms and conditions as may be incorporated in the Allotment advices and other documents/certificates that may be
executed in respect of the Offer. The Equity Shares shall also be subject to all applicable laws, 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 Exchange, the RoC, the RBI 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 SEBI, RBI, the GoI, the Stock
Exchange, the RoC and/ or any other authorities while granting its approval for the Offer.
Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in this Offer shall
use only Application Supported by Blocked Amount (ASBA) facility for making payment. Further, in terms of SEBI
through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, and
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 05, 2022, Individual Investors and Non-Institutional Investors
making application of up to ₹5 lakhs, applying in public Offer shall use UPI as a payment mechanism with
Application Supported by Blocked Amount for making application.
Further vide the said circular Registrar to the Offer and Depository Participants have been also authorised to collect
the Bid cum Application Forms. Investors may visit the official website of the concerned stock exchange for any
information on operationalization of this facility of form collection by Registrar to the Offer and DPs as and when
the same is made available.
The Offer
The Offer comprises of a Fresh Offer and an Offer for Sale by the Selling Shareholders. The expenses for the Offer
shall be shared amongst our Company and the Selling Shareholders in the manner specified in “Objects of the Offer”
on page 91.
Ranking of the Equity Shares
The Equity Shares being offered, allotted and transferred pursuant to the Offer shall be subject to the provisions of
the Companies Act, 2013 and the Memorandum & Articles of Association and shall rank pari-passu with the existing
Equity Shares of face value of ₹ 10/- each of our Company including rights in respect of dividend. The Allottees
upon receipt of Allotment of Equity Shares under this Offer will be entitled to dividends and other corporate benefits,
if any, declared by our Company after the date of allotment in accordance with Companies Act, 2013 and the Articles
of Association of the Company. For further details, see section titled “Description of Equity Shares and Terms of
Articles of Association” on page 370.
Authority for the Offer
This Offer has been authorized by a resolution of the Board passed at their meeting held on March 12, 2025 subject
to the approval of shareholders through a special resolution to be passed pursuant to section 62 (1)(c) of the
Companies Act, 2013. The shareholders have authorized the Offer by a special resolution in accordance with Section
62 (1)(c) of the Companies Act, 2013 passed at the EGM of the Company held on March 17, 2025.
317Further, our IPO Committee pursuant to the resolution dated April 14, 2025, approved the Red Herring Prospectus
for filing with the Stock Exchange.
Our Company has received an in-principle approval for the listing of our Equity Shares from BSE SME pursuant to
their letter dated June 9, 2025.
The Red Herring Prospectus has been approved by our Board, by way of their resolutions passed on July 08, 2025
for filing with the Stock Exchange and RoC.
Further, our IPO Committee pursuant to the resolution dated July 18, 2025, approved this Prospectus for filling with
the Stock Exchange.
The Prospectus has been approved by our Board, by way of their resolutions passed on July 18, 2025 for filing with
the Stock Exchange and RoC.
Mode of Payment of Dividend
The declaration and payment of dividend will be as per the provisions of Companies Act, 2013 and other applicable
laws in this respect and recommended by the Board of Directors at their discretion and approved by the shareholders
and will depend on a number of factors, including but not limited to earnings, capital requirements and overall
financial condition of our Company. Any dividends declared, after the date of Allotment (including pursuant to the
transfer of Equity Shares in the Offer for Sale) in this Offer, will be payable to the Allottees who have been allotted
Equity Shares in the Offer, for the entire year, in accordance with applicable laws. For further details, please refer
to the chapters titled “Dividend Policy” and “Description of Equity and Terms of Articles of Association” beginning
on pages 203 and 370 respectively of this Prospectus.
Face Value, Offer Price, Floor Price and Price Band
The face value of each Equity Share is ₹ 10/- and the Offer Price at the lower end of the Price Band is ₹ 271/- per
Equity Share (“Floor Price”) and at the higher end of the Price Band is ₹ 286/- per Equity Share (“Cap Price”).
The Price Band and the minimum Bid Lot for the Offer were decided by our Company, in consultation with the
BRLM and advertised in all editions of Financial Express, an English national daily newspaper and all editions of
Jansatta, Hindi National daily Newspaper and all editions of Pratahkal, the Marathi daily newspaper (Marathi being
the regional language of Maharashtra, where our Registered 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 Exchange for the
purpose of uploading on their websites. The Price Band, along with the relevant financial ratios calculated at the
Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available on the website of
the Stock Exchange. The Cap Price will not be more than 120% of the Floor Price. The Offer Price was determined
by our Company (acting through the IPO Committee), in consultation with the BRLM after the Bid/ Offer Closing
Date, on the basis of assessment of market demand for the Equity Shares issued and offered by way of Book Building
Process.
At any given point of time, there shall be only one denomination of Equity Shares of our Company, subject to
applicable laws.
Compliance with SEBI ICDR Regulations and disclosure and accounting norms
Our Company shall comply with all requirements of the SEBI ICDR Regulations. Our Company shall comply with
all applicable disclosure and accounting norms as specified by SEBI from time to time.
318Rights 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:
• Right to receive dividends, if declared;
• Right to receive Annual Reports and notices to members;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy, or ‘e-voting’ in accordance with the provisions of the
Companies Act, 2013;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive any surplus on liquidation, subject to any statutory and other preferential claim being satisfied;
• Right of free transferability, subject to applicable laws including any RBI rules and regulations and foreign
exchange regulations; and
• Such other rights, as may be available to a Shareholder of a listed public company under the Companies Act
2013, the terms of the SEBI Listing Regulations and the Memorandum and 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 370.
Allotment only in dematerialised form
As per the provisions of the Depositories Act, 1996 and the regulations made under, and Section 29 of the Companies
Act, 2013 the Equity Shares shall be allotted only in dematerialized form. Bidders will not have the option of
Allotment of the Equity Shares in physical form. As per the SEBI ICDR Regulations, the trading of the Equity
Shares shall only be in dematerialised form on the Stock Exchange.
In this context, our Company has entered into the following agreements with the respective Depositories and
Registrar to the Offer:
• Tripartite Agreement dated July 24, 2024, among CDSL, our Company and the Registrar to the Offer.
• Tripartite Agreement dated April 4, 2022, among NSDL, our Company and the Registrar to the Offer.
Minimum Application Value, Market Lot and Trading Lot
In accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the minimum
application size shall be two lots per application provided that the minimum application not be less than ₹ 2,00,000/-
(Rupees Two Lakh) per application.
Allocation and allotment of Equity Shares through this Offer will be done in multiples of 400 Equity Shares subject
to a minimum allotment of 800 Equity Shares to the successful Applicants in the Individual Investor category and
1200 Equity shares to successful applicants in the Non Institutional Investor category in terms of the SEBI circular
No. CIR/MRD/DSA/06/2012 dated February 21, 2012.
Minimum Number of Allottees
In accordance with Regulation 268 of the SEBI ICDR Regulations, the minimum number of allottees in this Offer
shall be 200 shareholders. In case the minimum number of prospective allottees is less than 200, no allotment will
be made pursuant to this Offer and the monies blocked by the SCBs shall be unblocked within 4 working days of
closure of the Offer.
319Joint Holders
Subject to provisions of the Articles of Association of the Company, where 2 (two) or more persons are registered
as the holders of any Equity Shares, they will be deemed to hold such Equity Shares as joint-holders with benefits
of survivorship.
Jurisdiction
The courts of Maharashtra at Mumbai, India will have exclusive jurisdiction in relation to this Offer.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities
laws in the United States and may not be issued or sold within the United States or to, or for the account or
benefit of, “U.S. persons” (as defined in Regulation S), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state
securities laws. Accordingly, the Equity Shares are being issued and sold only outside the United States in
offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the
jurisdiction where those issues and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be issued or sold, and applications may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Period of operation of subscription list:
See “Bid/Offer Programme” in Chapter titled “Terms of the Offer” on page 317.
Nomination facility to Investors
In accordance with Section 72 of the Companies Act, 2013, read with Companies (Share Capital and Debentures)
Rules, 2014, the sole Applicant, or the first Applicant along with other joint Applicants, may nominate any one
person in whom, in the event of the death of sole Applicant or in case of joint Applicants, death of all the Applicants,
as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she
would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the
holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to equity
share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale of Equity
Share(s) by the person nominating. A buyer will be titled 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 Office or 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 shall upon
production of such evidence, as may be required by the Board, elect either:
1. to register himself or herself as the holder of the equity shares; or
2. to make such transfer of the equity shares, as the deceased holder could have made.
Further, 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 ninety (90) days, the
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.
320Since the Allotment of Equity Shares in the Offer will be made only in dematerialized form, there is no need to make
a separate nomination with our Company. Nominations registered with respective depository participant of the
applicant would prevail. If the Applicants require changing of their nomination, they are requested to inform their
respective depository participant.
Restrictions, if any on Transfer and Transmission of Equity Shares
Except for the lock-in of the pre-Offer capital of our Company, Promoters’ minimum contribution as provided under
the section titled “Capital Structure” on page 75 of this Prospectus and except as provided in the Articles of
Association there are no restrictions on transfer of Equity Shares. Further, there are no restrictions on the
transmission of shares/debentures and on their consolidation/splitting, except as provided in the Articles of
Association. For details, please refer chapter titled “Description of Equity Shares and Terms of Articles of
Association” on page 370 of this Prospectus.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own
enquiries about the limits applicable to them. Our Company and the Book Running Lead Manager do not accept any
responsibility for the completeness and accuracy of the information stated herein above. Our Company and the Book
Running Lead Manager are not liable to inform the investors of any amendments or modifications or changes in
applicable laws or regulations, which may occur after the date of the Prospectus. Applicants are advised to make
their independent investigations and ensure that the number of Equity Shares Applied for do not exceed the
applicable limits under laws or regulations.
Withdrawal of the Offer
In accordance with SEBI ICDR Regulations, the Company in consultation with the BRLM, reserve the right to not
proceed with the Offer, in whole or part thereof, to the extent of their respective portion of Offered Shares after the
Bid/Offer Opening Date but before the Allotment. In the event that our Company, in consultation with the BRLM,
decide not to proceed with the Offer, our Company shall 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 the SEBI, providing reasons for not proceeding with the Offer. In such event, the BRLM through the
Registrar to the Offer shall notify the SCSBs and the Sponsor Bank, 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 Exchange will also be informed
promptly. If the Offer is withdrawn after the designated date, amounts that have been credited to the Public Offer
Account shall be transferred to the Refund Account.
Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final listing and trading approvals of the
Stock Exchange, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the
Prospectus after it is filed with the RoC. 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 our Company, in consultation with the Book Running Lead Manager withdraw the Offer after the Bid/Offer
Closing Date and thereafter determines that it will proceed with a public offering of Equity Shares, our Company
shall file a fresh Draft Red Herring Prospectus with the Stock Exchange
Bid/Offer Programme
BID/OFFER OPENED ON Wednesday, July 16, 2025(1)
BID/OFFER CLOSED ON Friday, July 18, 2025
3211. Our Company and Selling Shareholder, in consultation with the BRLM, has considered participation by Anchor Investors in accordance
with SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period was one Working Day prior to the Bid/Offer Opening Date in
accordance with the SEBI ICDR Regulations.
An indicative timeline in respect of the Offer is set out below:
Events Indicative Date
Bid/ Offer Opened Date Wednesday, July 16, 2025
Bid/ Offer Closed Date Friday, July 18, 2025
Finalisation of Basis of Allotment with the Designated On or about Monday, July 21, 2025
Stock Exchange
Initiation of refunds (if any, for Anchor On or about Tuesday, July 22, 2025
Investors)/unblocking of funds from ASBA Account*
Credit of Equity Shares to demat accounts of Allottees On or about Tuesday, July 22, 2025
Commencement of trading of the Equity Shares on the On or about Wednesday July 23, 2025
Stock Exchange
* In case of (i) 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 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 Exchange 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 BRLM shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated in the manner specified in the SEBI master
circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, and the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47
dated March 31, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, which for the avoidance of doubt, shall be deemed to be incorporated in
the deemed agreement of the Company with the SCSBs, to the extent applicable. The processing fees for applications made by UPI Bidders using
the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.
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 the UPI Circulars.
The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or
liability on our Company, our Selling Shareholder or the BRLM.
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 Exchange are taken within the time prescribed under
applicable law, the timetable may be extended due to various factors, such as extension of the Bid/Offer Period by
our Company in consultation with the BRLM, revision of the Price Band or any delay in receiving the final listing
and trading approval from the Stock Exchange. The commencement of trading of the Equity Shares will be entirely
at the discretion of the Stock Exchange and in accordance with the applicable laws. The Selling Shareholders confirm
that they shall extend such reasonable support and cooperation in relation to his portion of the Offered Shares for
completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock
Exchange within three Working Days from the Bid/ Offer Closing Date or such other period as may be prescribed
by SEBI.
322Bid cum Application Forms and any revisions to the same were accepted only between 10.00 a.m. to 5.00 p.m. (IST)
during the Offer Period (except for the Bid/ Offer Closing Date). On the Bid/ Offer Closing Date, the Bid cum
Application Forms were accepted only between 10.00 a.m. to 3.00 p.m. (IST) for individual and non-individual
Applicants. The time for applying for Individual Applicants on Bid/ Offer Closing Date were extended in
consultation with the BRLM, RTA and BSE taking into account the total number of applications received up to the
closure of timings.
SEBI is in the process of streamlining and reducing the post offer timeline for IPOs. Any circulars or
notifications from SEBI after the date of this Prospectus may result in changes to the above-mentioned
timelines. Further, the offer procedure is subject to change basis any revised SEBI circulars to this effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/Offer Period (except the Bid/Offer Closing Date)
Submission and upward Revision in Bids Only between 10.00 a.m. and 5.00 p.m. Indian Standard
Time (“IST”)
Bid/Offer Closing Date*
Submission and upward Revision in Bids Only between 10.00 a.m. and 4.00 p.m. IST
Submission of Electronic Applications (Online ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST
through 3-in-1 accounts)–For Individual Bidders
Submission of Electronic Applications (Bank ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST
through Online channels like Internet Banking, Mobile
Banking and Syndicate UPI ASBA applications where
Bid Amount is up to ₹ 0.50 million)
Submission of Electronic Applications (Syndicate Only between 10.00 a.m. and up to 3.00 p.m. IST
Non-Individual, Non-Individual Applications)
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- Only between 10.00 a.m. and up to 12.00 p.m. IST
Individual, Non-Individual Applications of QIBs and
NIIs where Bid Amount is more than ₹ 0.50 million)
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non- Only between 10.00 a.m. and up to 5.00 p.m. IST on
Institutional Investors categories# Bid/ Offer Closing Date
Upward Revision of Bids by IIs Only between 10.00 a.m. and up to 5.00 p.m. on Bid/
Offer Closing Date
**UPI mandate end time and date shall be at 5:00 p.m. on Bid/ Offer Closing Date.
#QIBs, Non-Institutional Bidders and Individual Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
On the Bid/ Offer Closing Date, Bids shall be uploaded until:
a) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
b) 5.00 p.m. IST or such extended time as permitted by the Stock Exchange, in case of Bids by IBs.
On Bid/Offer Closing Date, extension of time were granted by Stock Exchange only for uploading Bids received by
Individual Bidders, after taking into account the total number of Bids received and as reported by the BRLM to the
Stock Exchange.
The Registrar to the Offer has submitted the details of cancelled/withdrawn/deleted applications to the SCSB’s on
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 Exchange. The SCSB’s shall unblock such applications by the closing
hours of the Working Day and submit a confirmation in respect thereof to the BRLM and the Registrar to the Offer
on a daily basis.
323To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only
once per bid/batch and as deemed fit by the Stock Exchange, after closure of the time for uploading Bids.
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 were advised to
submit their Bids one day prior to the Bid/Offer Closing Date and in any case, not later than 1.00 p.m. (IST) on the
Bid/ Offer Closing date. Any time mentioned in this Prospectus is IST. Bidders are cautioned that, in the event a
large number of Bids are received on the Bid/Offer Closing Date, as is typically experienced in public issue, some
Bid cum Application Forms may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded
on the electronic bidding system were not considered for allocation under this Offer. Bids and any revision in Bids
were accepted only during Working Days, i.e., Monday to Friday (excluding public holidays) during the Bid / Offer
Period. Neither our Company nor the BRLM is liable for any failure in uploading the Bid cum Application Forms
due to faults in any software/ hardware system or otherwise.
Investors may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101-
6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids were not accepted on
Saturdays and public holidays as declared by the Stock Exchange. Bids and revisions by ASBA Bidders were
uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchange.
Our Company, in consultation with the BRLM, reserves the right to revise the Price Band during the Bid/Offer
Period. 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.
None among our Company and the Selling Shareholder is liable for any failure in uploading the Bids due to faults
in any software/ hardware system or 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.
In case of discrepancy in data entered in the electronic book vis-a-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchange may be taken as the
final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the
data contained in the physical or electronic Bid cum Application Form, for a particular ASBA Bidder, the Registrar
to the Offer shall ask the relevant SCSBs / RTAs/DPs / stockbrokers, as the case may be, for the rectified data.
Minimum Subscription
This Offer is not restricted to any minimum subscription level and is 100% underwritten.
In accordance with Regulation 260(1) of the SEBI ICDR Regulations, our Offer shall be hundred percent underwritten. Thus,
the underwriting obligations shall be for the entire hundred percent of the Offer through the Prospectus and shall not be
restricted to the minimum subscription level.
Further, in accordance with Regulation 268 of the SEBI ICDR Regulations, our Company shall ensure that the number of
prospective allottees to whom the Equity Shares will be allotted, will not be less than 200 (Two Hundred).
Further, in accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the minimum
application size shall be two lots per application provided that the minimum application not be less than ₹ 2,00,000/- (Rupees
Two Lakh) per application.
324The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be issued or sold, and applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
Migration to Main Board
The eligibility criteria for migration of SME Companies to BSE Main Board is as follows:
Sr. No. Eligibility Criteria Details
1. Paid up capital and market
Post-Issue paid-up capital of more than ₹ 10 Crores and Market Capitalization
capitalization
should be minimum ₹ 25 Crores
(Market Capitalization will be the product of the price (average of the weekly
high and low of the closing price of the related shares quoted on the stock
exchange during 3 (three) months prior to the date of the application) and the
post issue number of equity shares
2. Promoter holding Promoter(s) shall be holding at least 20% of equity share capital of the
company at the time of making application.
3. Financial Parameters
• The applicant company should have positive operating profit (earnings
before interest, depreciation and tax) from operations for at least any 2
out of 3 financial years and has positive profit after tax (PAT) in the
immediately preceding Financial Year of making the migration
application to Exchange.
The applicant company should have a Net worth of at least ₹ 15 crores for 2
preceding full financial years
4. Track record of the company The applicant company is listed on SME Exchange/ Platform having
in terms of listing/ regulatory nationwide terminals for at least 3 years.
actions, etc.
5. Regulatory Action
• No material regulatory action in the past 3 years like suspension of
trading against the applicant company, promoters/promoter group by any
stock Exchange having nationwide trading terminals.
• No Debarment of company, promoters/promoter group, subsidiary
company by SEBI.
• No Disqualification/Debarment of directors of the company by any
regulatory authority.
• The applicant company has not received any winding up petition
admitted by a NCLT
6. Public Shareholder The applicant company shall have a minimum of 250 public shareholders as
per the latest shareholdings as per the latest shareholding patter.
7. Other parameters like No. of
• No proceedings have been admitted under the Insolvency and
shareholders, utilization of
Bankruptcy Code against the applicant company and Promoting
funds
companies.
• No pending Defaults in respect of payment of interest and/or principal to
the debenture/bond/fixed deposit holders by the applicant,
promoters/promoter group /promoting company(ies), Subsidiary
Companies.
• The applicant company shall obtain a certificate from a credit rating
agency registered with SEBI with respect to utilization of funds as per
the stated objective pursuant to IPO and/or further funds raised by the
company, if any post listing on SME platform.
• The applicant company has no pending investor complaints.
325Sr. No. Eligibility Criteria Details
Cooling off period of 2 months from the date the security has come out of trade-
to-trade category or any other surveillance action.
Notes:
1. Net worth definition to be considered as per definition in SEBI ICDR.
2. Company is required to submit Information Memorandum to the Exchange as prescribed in SEBI (ICDR) Regulations.
3. The application submitted to the Exchange for listing and mere fulfilling the eligibility criteria does not amount to grant of approval for listing.
4. If the documents and clarification received from the applicant company are not to the satisfaction of BSE, BSE has the right to close the application
at any point of time without giving any reason thereof. Thereafter, the company can make fresh application as per the extant norms.
5. The Exchange may reject application at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading /
false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Guidelines / Regulations issued by statutory authorities or for
any reason in the interest of Investors and market integrity. The Exchange may also reject the application if the company is found not fulfilling
internal BSE standards.
6. Companies that have approached for listing on any stock exchange and has been denied listing for any reason whatsoever or has chosen to withdraw
its application from the Exchange, they may reapply for listing after a minimum period of 6 months (6 months after date of rejection/ withdrawal). If
rejected for a second time, the company would not be eligible to apply again.
7. BSE decision w.r.t admission of securities for listing and trading is final.
8. BSE has the right to change / modify / delete any or all the above norms without giving any prior intimation to the company.
9. The companies are required to submit documents and comply with the extant norms.
10. The company shall use BSE’s reference regarding listing only after the Exchange grants its in-principle listing approval to the company
Market Making
The Equity Shares issued and transferred through this Offer are proposed to be listed on BSE SME with compulsory market
making through the registered Market Maker of the SME Exchange for a minimum period of three years or such other time
as may be prescribed by the Stock Exchange, from the date of listing on BSE SME For further details of the market making
arrangement please refer to section titled “General Information” beginning on page 63 of this Prospectus.
Arrangements for disposal of Odd Lots
The trading of the Equity Shares will happen in the minimum contract size of 400 shares in terms of the SEBI circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012. However, in terms of Regulation 261(5) of SEBI ICDR Regulations, the
Market Maker shall buy the entire shareholding of a shareholder in one lot, where value of such shareholding is less than the
minimum contract size allowed for trading on BSE SME.
Option to receive Securities in Dematerialised Form
Pursuant to Section 29 of the Companies Act, 2013, the Equity Shares in the Offer will be allotted only in dematerialized
form. Further, as per the SEBI ICDR Regulations, the trading of the Equity Shares will only be in dematerialized form on
the Stock Exchange. Bidders will not have the option of Allotment of the Equity Shares in physical form. Allottees shall
have the option to re-materialize the Equity Shares, if they so desire, as per the provisions of the Companies Act and the
Depositories Act.
Application by eligible NRIs, FPIs/FIIs registered with SEBI, VCFs registered with SEBI and QFIs
It is to be understood that there is no reservation for Eligible NRIs or FPIs/FIIs registered with SEBI or VCFs or QFIs. Such
Eligible NRIs, QFIs, FIIs registered with SEBI will be treated on the same basis with other categories for the purpose of
Allocation.
NRIs, FPIs/FIIs and foreign venture capital investors registered with SEBI are permitted to purchase shares of an Indian
company in a public Offer without the prior approval of the RBI, so long as the price of the equity shares to be issued is not
less than the price at which the equity shares are issued to residents. The transfer of shares between an Indian resident and a
non-resident does not require the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee
company are under the automatic route under the foreign direct investment (“FDI”) Policy and the non-resident shareholding
326is within the sectoral limits under the FDI policy; and (ii) the pricing is in accordance with the guidelines prescribed by the
SEBI/RBI.
The current provisions of the Foreign Exchange Management (Transfer or Offer of Security by a Person Resident outside
India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered
with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be
subject to other investment restrictions under the Foreign Exchange Management (Transfer or Offer of Security by a Person
Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors.
The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the
Government of India/RBI while granting such approvals.
New Financial Instruments
As on the date of this Prospectus, there are no outstanding warrants, new financial instruments or any rights, which would
entitle the shareholders of our Company, including our Promoters, to acquire or receive any Equity Shares after the Offer.
Further, our Company is not issuing any new financial instruments through this Offer
As per the extent Guidelines of the Government of India, OCBs cannot participate in this Offer
The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside
India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered
with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be
subject to other investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors. The
Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the
Government of India/RBI while granting such approvals
327OFFER STRUCTURE
This Offer was being made in terms of Regulation 229 (2) of Chapter IX of SEBI ICDR Regulations as amended from time
to time, whereby, an issuer whose post offer face value capital is more than ₹1,000 lakhs and up to ₹2,500 lakhs, shall issue
shares to the public and propose to list the same on the Small and Medium Enterprise Exchange (“SME Exchange”, in this
case being the BSE SME). For further details regarding the salient features and terms of such an issue please refer sections
title “Terms of the Offer” and “Offer Procedure" on page 317 and 332 of this Prospectus.
The Offer of up to 57,91,200 Equity Shares of face value of ₹10 each fully paid (the “Equity Shares”) for cash at a price of
₹ 286 per Equity Shares (including a share premium ₹ 276 per Equity Share) aggregating up to ₹ 16,562.83 lakhs (“The
Offer”) comprising a Fresh Issue of up to 47,91,200 equity shares of face value of ₹ 10 each fully paid aggregating up to ₹
13,702.83 lakhs and an Offer for Sale of up to 10,00,000 Equity shares of face value of ₹ 10 each fully paid aggregating up
to ₹ 2,860.00 lakhs comprising offer for sale of 5,45,600 equity shares by Deven Mahendrakumar Shah aggregating to ₹
1,560.42 lakhs and upto 4,54,400 equity shares by Rhetan Estate Private Limited aggregating to ₹ 1,299.58 lakhs (the “Selling
Shareholders”, and such equity shares offered by the selling shareholders, the “Offered Shares”) (such offer for sale by
selling shareholders, the “Offer For Sale” and together with the fresh issue, “The Offer”), 4,17,600 Equity Shares of
₹1,194.34 each will be reserved for subscription by Market Maker (“Market Maker Reservation Portion”) and a Net Offer
to public of 53,73,600 Equity Shares of face value of ₹ 10 each fully paid up is hereinafter referred to as the Net Offer. The
Offer and the Net Offer will constitute 27.00 % and 25.05 % respectively of the post offer paid up Equity Share Capital of
our Company. The Offer is being made through the Book Building Process.
Particulars of the QIBs (1) Non-Institutional Individual Market
Offer (2) Bidders Bidders Reservation
Portion
Number of Equity Not more than 26,85,600 Not less than 8,06,400 Not less than Up to 4,17,600
Shares available for Equity Shares Equity Shares available 18,81,600 Equity Equity Shares
Allotment/allocation(2) for allocation or Offer Shares available
less allocation to QIB for allocation or
Bidders and Individual Offer less
Bidders allocation to QIB
Bidders and Non-
Institutional
Bidders
Percentage of Offer size Not more than 50% of the Not less than 15% of Not less than 7.21% of the
available for Net Offer shall be available the Net Offer 35% of the Net Offer Size.
Allotment/allocation for allocation to QIBs. Offer less
Further, (a) one third of allocation to
However, upto 5% of the such portion available QIBs and Non-
Net QIB Portion (excluding to Non-Institutional Institutional
the Anchor Investor Bidders shall be Bidders will be
Portion) shall be available reserved for applicants available for
for allocation with an application size allocation
proportionately to Mutual of more than two lots
Funds only. Mutual Funds and up to such lots
participating in the Mutual equivalent to not more
Fund Portion will also be than ₹10 lakhs: and
eligible for allocation in the (b) two third of such
remaining balance QIB portion available to
Portion (excluding the Non-Institutional
Anchor Investor Portion). Bidders shall be
The unsubscribed portion in reserved for applicants
the Mutual Fund Portion with application size of
328Particulars of the QIBs (1) Non-Institutional Individual Market
Offer (2) Bidders Bidders Reservation
Portion
will be available for more than ₹10,00,000,
allocation to other QIBs provided that the
unsubscribed portion in
either the subcategories
mentioned above may
be allocated to
applicants in the other
sub-category of Non-
Institutional Bidders.
Basis of Proportionate as follows Proportionate basis Proportionate Firm Allotment
Allotment/allocation if (excluding the Anchor subject to minimum basis subject to
respective category is Investor Portion): allotment of 1,200 minimum
oversubscribed(3) (a) up to 54,000 Equity Equity Shares and allotment of 800
Shares shall be available for further allotment in Equity Shares
allocation on a multiples of 400
proportionate basis to Equity Shares
Mutual Funds only; and (b)
10,21,200 Equity Shares
shall be available for
allocation on a
proportionate basis to all
QIBs, including Mutual
Funds receiving allocation
as per (a) above.
Up to 60% of the QIB
Portion (of up to 16,10,400
Equity Shares) may be
allocated on a discretionary
basis to Anchor Investors of
which one-third shall be
available for allocation to
Mutual Funds only, subject
to valid Bid received from
Mutual Funds at or above
the Anchor Investor
Allocation Price
Mode of allotment Compulsorily in dematerialised form
Minimum Bid Size Such Number of Equity Such Equity Shares and Two lots with 4,17,600 Equity
Shares and in multiples of in multiples of 400 minimum Shares
400 Equity Shares that the Equity Shares that the application size
bid application exceeds two Bid Application of above Rs. 2
lots exceeds two lots Lakhs
Maximum Bid Size Such number of Equity Such number of Equity 800 Equity 4,17,600 Equity
Shares in multiples of 400 Shares in multiples of Shares Shares
Equity Shares so that the 400 Equity Shares so
Bid does not exceed the size that the Bid does not
of the Net Offer (excluding exceed the size of the
the Anchor portion), subject Net Offer (excluding
to applicable limits. the QIB Portion),
329Particulars of the QIBs (1) Non-Institutional Individual Market
Offer (2) Bidders Bidders Reservation
Portion
subject to applicable
limits
Trading Lot 400 Equity Shares and in 400 Equity Shares and 400 Equity 400 Equity
multiples thereof in multiples thereof Shares and in Shares, However
multiples thereof the Market
Maker may
accept odd lots if
any in the market
as required under
the SEBI (ICDR)
Regulations,
2018.
Terms of Payment Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder (other
than Anchor Investors) or by the Sponsor Bank through the UPI Mechanism, that is specified
in the ASBA Form at the time of submission of the ASBA Form. In case of Anchor Investors:
Full Bid Amount shall be payable by the Anchor Investors at the time of submission of their
Bids(4)
Mode of Bidding Only through the ASBA process (except for Anchor Investors). In case of UPI Bidders, ASBA
process will include the UPI Mechanism.
This Offer is being made in terms of Chapter IX of the SEBI ICDR Regulations, 2018, as amended from time to time.
1. Our Company, in consultation with the BRLM, has allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance
with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the price Anchor Investor Allocation Price. In the event of under-subscription or non-Allotment in
the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB Portion. For details, see “Offer
Procedure” on page 332
2. In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018 this is an Offer for at least 25% of the post offer
paid-up Equity share capital of the Company. This Offer is being made through Book Building Process, wherein allocation to the public shall be as
per Regulation 252 of the SEBI (ICDR) Regulations. For further details, please see “Terms of the Offer” on page 317.
3. Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category, except in the QIB Portion, would be
allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our Company in consultation
with the Book Running Lead Managers and the Designated Stock Exchange, subject to applicable laws
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.
The Bids by FPIs with certain structures as described under “Offer Procedure” on page 332 and having same PAN may be
collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such successful
Bidders (with same PAN) may be proportionately distributed.
If the Bid is submitted in joint names, the Bid cum Application Form should contain only the name of the first Bidder whose
name should also appear as the first holder of the depository account held in joint names. The signature of only the first Bidder
would be required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint
holders. Bidders will be required to confirm and will be deemed to have represented to our Company, the 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.
Withdrawal of the Offer
In accordance with SEBI ICDR Regulations, the Company, in consultation with the Book Running Lead Manager, reserves the
right not to proceed with the Offer at any time before the Offer Opening Date, without assigning any reason thereof.
330In case, the Company wishes to withdraw the Offer after Offer Opening but before allotment, the Company will give public
notice giving reasons for withdrawal of Offer. The public notice will appear in two widely circulated national newspapers (one
each in English and Hindi) and one in regional (Marathi) newspaper.
The Book Running Lead Manager, through the Registrar to the Offer, will instruct the SCSBs, to unblock the ASBA Accounts
within one Working Day from the day of receipt of such instruction. The notice of withdrawal will be issued in the same
newspapers where the pre-Offer advertisements have appeared and the Stock Exchange will also be informed promptly.
If our Company withdraw the Offer after the Offer Closing Date and subsequently decides to proceed with an Offer of the Equity
Shares, our Company will have to file a fresh Prospectus with the stock exchange where the Equity Shares may be proposed to
be listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock Exchange
with respect to the Equity Shares issued through the Prospectus, which our Company will apply for only after Allotment; and
(ii) the final RoC approval of the Prospectus.
331OFFER PROCEDURE
All Bidders should review the General Information Document for Investing in Public Offer prepared and issued in
accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020 notified by SEBI and
updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 as amended and
modified by the circular (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, and SEBI Circular bearing
number (SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 and Circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 01, 2018, notified by SEBI (“General Information
Document”) and SEBI Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019, included
below under Section “PART B – 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, 2013, the
Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 and the SEBI ICDR
Regulations. The General Information Document is available on the websites of the Stock Exchanges and the Book
Running Lead Manager. Please refer to the relevant portions of the General Information Document which are
applicable to this Offer.
Additionally, all Bidders may refer to the General Information Document for information, in addition to what is
stated herein, in relation to (i) category of Bidders eligible to participate in the Offer; (ii) maximum and minimum
Application size; (iii) price discovery and allocation; (iv) payment instructions for Bidders applying through ASBA
process and Individual Investors applying through the United Payments Interface channel; (v) issuance of
Confirmation of Allocation Note (“CAN”) and Allotment in the Offer; (vi) general instructions (limited to
instructions for completing the Bid Cum Application Form); (vii) Designated Date; (viii) disposal of Applications;
(ix) submission of Bid Cum Application Form;(x) other instructions (limited to joint Applications in cases of
individual, multiple Applications and instances when an Application would be rejected on technical grounds); (xi)
applicable provisions of Companies Act, 2013 relating to punishment for fictitious Applications; (xii) mode of
making refunds; and (xiii) interest in case of delay in Allotment or refund.
SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76)
dated June 28, 2019, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, SEBI circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, SEBI Circular
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020, SEBI Circular
(SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M) dated March 16, 2021, SEBI Circular
(SEBI/HO/CFD/DIL2/P/CIR/2021/570) dated June 2, 2021, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45
dated April 5, 2022, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April 20, 2022, SEBI Circular No.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and any subsequent circulars or notifications issued by
SEBI in this regard from time to time (“UPI Circulars”) has proposed to introduce an alternate payment mechanism
using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner.
For details on the phased implementation of UPI as a payment mechanism, see – “Phased Implementation of UPI
as per UPI Circular”. Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated
April 5, 2022, all individual bidders in initial public offerings (opening on or after May 1, 2022) whose application
sizes are up to ₹ 5 Lakhs shall use the UPI Mechanism. Subsequently, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA facility in initial public
offerings shall be processed only after application monies are blocked in the bank accounts of investors (all
categories). The Registrar and SCSBs will comply with any additional circulars or other Applicable Law, and the
instructions of the BRLM, as may be issued in connection with this circular. Accordingly, Stock Exchanges shall,
for all categories of investors and other reserved categories and also for all modes through which the applications
are processed, accept the ASBA applications in their electronic book building platform only with a mandatory
confirmation on the application monies blocked. Pursuant to SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the revised timeline of T+3 days had been made
applicable in two phases i.e. (i) voluntary for all public issues opening on or after September1, 2023; and
(ii)mandatory on or after December 1, 2023 (“T+3 Notification”). The Offer has been undertaken pursuant to the
332processes and procedures as notified in the T+3 Notification under Phase III on a mandatory basis, subject to any
circulars, clarification or notification issued by the SEBI from time to time, including any circular, clarification or
notification which may be issued by SEBI.
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, in accordance with the SEBI master
circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, the Bidder shall be compensated at a
uniform rate of ₹ 100 per day 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 BRLM shall, in their sole
discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.
The BRLM shall be the nodal entity for any Issues arising out of the public issuance process. In terms of Regulation
23(5)and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI 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.
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, has introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances, including the reduction of time
period for unblocking of application monies from 15 days to four days. This circular is effective for initial public
offers opening on/or after May1, 2021, except as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the provisions of this circular, as amended, are
deemed to form part of this Prospectus.
Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all
individual bidders in initial public offerings (opening on or after May 1, 2022) whose application sizes are up to
₹5.00 lakhs shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form
submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar has
introduced certain additional measures for streamlining the process of initial public offers and redressing investor
grievances. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022; applications
made using the ASBA facility in initial public offerings shall be processed only after application monies are blocked
in the bank accounts of investors (all categories).
Please note that the information stated/covered in this section may not be complete and/or accurate and as such
would be subject to modification/change. Our Company, the Selling Shareholders and BRLM do not accept any
responsibility for the completeness and accuracy of the information stated in this section and the General
Information Document. Our Company and BRLM would not be able to include any amendment, modification or
change in applicable law, which may occur after the date of the Prospectus. Bidders are advised to make their
independent investigations and ensure that their Application do not exceed the investment limits or maximum
number of Equity Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus
and this Prospectus.
This section applies to all the Bidders, please note that all the Bidders are required to make payment of the Full
Application Amount along with the Bid Cum Application Form.
Phase implementation of Unified Payments Interface
SEBI has issued a circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 and
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
33326, 2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 (collectively the “UPI
Circulars”) in relation to streamlining the process of public issue of equity shares and convertibles. Pursuant to the
UPI Circulars, UPI will be introduced in a phased manner as a payment mechanism (in addition to mechanism of
blocking funds in the account maintained with SCSBs under the ASBA) for applications by RIBs through
intermediaries with the objective to reduce the time duration from public issue closure to listing from six working
days to up to three working days. Considering the time required for making necessary changes to the systems and
to ensure complete and smooth transition to the UPI Mechanism, the UPI Circular proposes to introduce and
implement the UPI Mechanism in three phases in the following manner:
Phase I: This phase has become applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever is later. Subsequently, the timeline for implementation of Phase I was extended till June
30, 2019. Under this phase, a Individual Bidder had the option to submit the Bid cum Application Form with any of
the intermediary and use his / her UPI ID for the purpose of blocking of funds. The time duration from public issue
closure to listing continued to be six Working Days.
Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. Subsequently, it was decided to extend the
timeline for implementation of Phase II until March 31, 2020. Further, as per SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, the current Phase II of Unified Payments Interface with
Application Supported by Blocked Amount is continued till further notice. Under this phase, submission of the
ASBA Form by IIs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds will be
discontinued and will be replaced by the UPI payment mechanism. However, the time duration from public issue
closure to listing continues to be six Working Days during this phase.
Phase III: The commencement period of Phase III is yet to be notified. In this phase, the time duration from public
issue closure to listing is proposed to be reduced to three Working Days.
Pursuant to the UPI Circulars, SEBI has set out specific requirements for the redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the SEBI UPI Circular include
the appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful
Bidders to be unblocked not later than one day from the date on which the Basis of Allotment is finalised. Failure
to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities
law. Additionally, if there is any delay in the redressal of investors’ complaints in this regard, the relevant SCSB as
well as the post–issue BRLM will be required to compensate the concerned investor.
All SCSBs offering facility of making application in public issues shall also provide facility to make application
using the UPI Mechanism. The Issuers will be required to appoint one of the SCSBs as a sponsor bank to act as a
conduit between the Stock Exchange and National Payments Corporation of India (NPCI) in order to facilitate
collection of requests and / or payment instructions of the Individual Bidders into the UPI mechanism.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks make an application as prescribed in Annexure I of SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and provide written confirmation on compliance with
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders
applying in public Offers where the application amount is up to ₹ 5 lakhs shall use the UPI Mechanism and shall also
provide their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein below:
334• a syndicate member
• a stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of the
stock exchange as eligible for this activity) (“broker”)
• a depository participant (“DP”) (whose name is mentioned on the website of the stock exchange as eligible for
this activity)
• a registrar to the Offer and shares transfer agent (“RTA”) (whose name is mentioned on the website of the stock
exchange as eligible for this activity)
For further details, refer to the General Information Document to be available on the website of the Stock Exchange
and the BRLM.
Book Building Procedure
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with
Regulation 252 of SEBI ICDR Regulations, 2018, the Offer was made for at least 25% of the post-Offer face value
Equity Share capital of our Company. The Offer was made under Regulation 229(2) of Chapter IX of SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018 via the book-building process.
The allocation to the public will be made as per Regulation 253 of SEBI ICDR Regulations, wherein not more than
50% of the Offer shall be allocated on a proportionate basis to QIBs, provided that our Company and may, in
consultation with the BRLM, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price.
In the event of under- subscription, or non- allocation in the Anchor Investor Portion, the balance Equity Shares
shall be added to the QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be
available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the QIB Portion shall
be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual
Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall
be available for allocation on a proportionate basis to Non-Institutional Investors of which (i) one-third of the Non-
Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹ 0.20 million
and up to ₹ 1 million; and (ii) two third of the Non-Institutional Portion shall be available for allocation to Bidders
with an application size of more than ₹ 1 million provided that under-subscription in either of these two sub-
categories of Non-Institutional Category specified in (i) and (ii), may be allocated to Bidders in the other sub-
category of Non Institutional Portion and not less than 35% of the Offer shall be available for allocation to Individual
Investors 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 Category, would be allowed to be met with spill
over from any other category or a combination of categories at the discretion of our Company in consultation with
the BRLM and the Designated Stock Exchange.
Accordingly, we have allocated the Net Offer i.e., not less than 35% of the Net Offer shall be available for allocation
to Individual Bidders who apply for minimum application size and not less than 15% of the Net Offer shall be
available for allocation to Non institutional bidders of which (i) one-third of the Non-Institutional Portion shall be
available for allocation to Bidders with an application size of more than ₹ 0.20 million and up to ₹ 1 million; and
(ii) two third of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of
more than ₹ 1 million provided that under-subscription in either of these two sub-categories of Non-Institutional
Category specified in (i) and (ii), may be allocated to Bidders in the other sub-category of Non Institutional Portion
and not more than 50% of the Net Offer shall be allocated on a proportionate basis to QIBs.
Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category, except
the QIB Portion, would be allowed to be met with spill-over from any other category or a combination of categories
at the discretion of our Company in consultation with the BRLM, and the Designated Stock Exchange. However,
under- subscription, if any, in the QIB Portion will not be allowed to be met with spill over from other categories or
335a combination of categories. The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of
the Stock Exchanges.
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID, 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 rematerialized subsequent to Allotment of the Equity Shares in the Issue, subject to applicable
laws.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification
dated February 13, 2020 issued by the Central Board of Direct Taxes and the press release dated June 25,
2021 and September 17, 2021 as amended.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus were
available at the offices of the BRLM, the Designated Intermediaries, and the Registered Office of our Company. An
electronic copy of the Application Form was also available for download on the websites of the BSE
(www.bseindia.com) the SCSBs, the Registered Brokers, the RTAs and the CDPs at least one day prior to the
Bid/Offer Opening Date.
Copies of the Anchor Investor Application Form was also made available at the offices of the BRLM.
All Bidders (other than Anchor Investors) were required to compulsorily use the ASBA process to participate in the
Offer. UPI Bidders were required to provide the Bid in the Offer through UPI Mechanism for submitting their bids
to Designated Intermediaries and are allowed to use ASBA Process by way of ASBA Forms to submit their bids
directly to SCSBs. Anchor Investors were not permitted to participate in this Offer through the ASBA process.
Bidders (other than Anchor Investors and UPI Bidders) were required to provide bank account details and
authorization by the ASBA account holder to block funds in their respective ASBA Accounts in the relevant space
provided in the Bid cum Application Form and the Bid cum Application Form that does not contain such details are
liable to be rejected.
UPI Bidders who submitted their Bid cum Application Form to any Designated Intermediary (other than SCSBs)
were required to bid using the UPI Mechanism and were required to provide the UPI ID in the relevant space
provided in the Bid cum Application Form. UPI Bidders who submitted their Bid cum Application Form to any
Designated Intermediary (other than SCSBs) without mentioning the UPI ID were liable to be rejected. Applications
made using third party bank account or using third party linked bank account UPI ID were liable for rejection.
Further, ASBA Bidders were required to ensure that the Bids are submitted at the Bidding Centers only on ASBA
Forms bearing the stamp of a Designated Intermediary (except in case of electronic ASBA Forms) and ASBA Forms
not bearing such specified stamp were liable to rejection. UPI Bidders using UPI Mechanism, were required to
submit their ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate members,
Registered Brokers, RTAs or CDPs. IIs authorizing an SCSB to block the Bid Amount in the ASBA Account may
submit their ASBA Forms with the SCSBs. Bidders, using the ASBA process to participate in the Offer, were
required to ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full
Bid Amount can be blocked therein. In order to ensure timely information to investors SCSBs are required to send
SMS alerts to investors intimating them about the Bid Amounts blocked/unblocked.
Since the Offer is made under Phase III (on a mandatory basis), ASBA Bidders may submit the ASBA Form in the
manner below:
336i. IIs (other than the IIs using UPI Mechanism) were required to 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.
ii. IIs using the UPI Mechanism, were required to 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.
iii. QIBs and NIBs were required to submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members,
Registered Brokers, RTAs or CDPs.
Anchor Investors are not permitted to participate in the Offer through the ASBA process.
For Anchor Investors, the Anchor Investor Application Form were made available at the office of the BRLM. ASBA
Bidders were required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the
full Bid Amount which can be blocked by the SCSB.
The prescribed colour of the Bid cum Application Form for various categories is as follows:
Category Colour of Bid cum Application Form*
Anchor Investor** White
Indian Public/ Eligible NRI’s applying on a non- White
repatriation basis (ASBA)
Non-Residents including eligible NRI's, FPI’s, FIIs, Blue
FVCIs, etc. applying on a repatriation basis (ASBA)
* Excluding Electronic Bid Cum Application Form
** Bid Cum application for Anchor Investor was made available at the Office of the BRLM
Submission and Acceptance of Bid cum Application Form
Designated Intermediaries (other than SCSBs) after accepting Bid Cum Application Form submitted by IIs (without
using UPI for payment), NIIs and QIBs shall capture and upload the relevant details in the electronic bidding system
of stock exchange(s) and submitted/delivered the Bid Cum Application Forms to respective SCSBs where the
Bidders has a bank account and has not submitted it to any non-SCSB Bank.
Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI for payment,
after accepting the Bid Cum Application Form, respective intermediary captured and uploaded the relevant
application details, including UPI ID, in the electronic bidding system of stock exchange(s).
Bidders only used the specified Bid Cum Application Form for making an Application in terms of the Prospectus.
The Bid Cum Application Form contained information about the Bidder and the price and the number of Equity
Shares that the Bidders wish to apply for. Bid Cum Application Forms downloaded and printed from the websites
of the Stock Exchange bore a system generated unique application number. Bidders were required to ensure that the
ASBA Account has sufficient credit balance as an amount equivalent to the full Bid Amount can be blocked by the
SCSB or Sponsor Bank at the time of submitting the Application.
The Investors, submitted a completed Bid Cum Application Form to any of the following intermediaries
(Collectively called – “Designated Intermediaries”)
Sr. No. Designated Intermediaries
1 An SCSB, with whom the bank account to be blocked is maintained
2 A syndicate member (or sub-syndicate member)
337Sr. No. Designated Intermediaries
3 A stock broker registered with a recognized stock exchange (and whose name is mentioned on the
website of the stock exchange as eligible for this activity) (“broker”)
4 A depository participant (“DP”) (whose name is mentioned on the website of stock exchange as eligible
for this activity)
5 Registrar to an issue and share transfer agent (RTA) (whose name is mentioned on the website of the
stock exchange as eligible for this activity)
Individual investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as
“Intermediaries”), and intending to use UPI, were also required to enter their UPI ID in the Bid cum Application
Form.
The aforesaid intermediaries, at the time of receipt of application, gave an acknowledgement to investor, by giving
the counter foil or specifying the application number to the investor, as a proof of having accepted the Bid cum
Application Form, in physical or electronic mode, respectively.
Designated Intermediaries shall submit Bid cum Application Forms to SCSBs only.
The upload of all details in the electronic bidding system of stock exchange will be done by:
For Applications submitted by investors to SCSB: After accepting the form, SCSB captured and uploaded
the relevant details in the electronic bidding system as
specified by the Stock Exchange(s) and may began
blocking funds available in the bank account specified in
the form, to the extent of the application money specified
For Applications submitted by investors to After accepting the Bid cum Application Form,
intermediaries other than SCSBs without use of respective intermediary captured and uploaded the
UPI for payment: relevant details in the electronic bidding system of stock
exchange(s). Post uploading, they forwarded a schedule
as per prescribed format along with the Bid cum
Application Forms to designated branches of the
respective SCSBs for blocking of funds within one day
of closure of Issue.
For applications submitted by investors to After accepting the Bid cum Application Form,
intermediaries other than SCSBs with use of UPI respective intermediary captured and uploaded the
for payment: relevant bid details, including UPI ID, in the electronic
bidding system of stock exchange(s). Stock Exchange
shared bid details including the UPI ID with Sponsor
Bank on a continuous basis, to enable Sponsor Bank to
initiate mandate request on investors for blocking of
funds. Sponsor Bank initiated request for blocking of
funds through NPCI to investor. Investor accepted
mandate request for blocking of funds, on his/her mobile
application, associated with UPI ID linked bank account.
The Stock Exchanges accepted the ASBA applications in their electronic bidding system only with a mandatory
confirmation on the application monies blocked. For UPI Bidders using UPI Mechanism, the Stock Exchanges
shared the Bid details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank
to initiate UPI Mandate Request to UPI Bidders for blocking of funds. For ASBA Forms (other than 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 has not submitted it to any non-SCSB bank or any Escrow Collection
Bank.
For UPI Bidders using UPI Mechanism, the Stock Exchange shared the Bid details (including UPI ID) with the
Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to UPI Bidders for
338blocking of funds. The Sponsor Bank initiated request for blocking of funds through NPCI to UPI Bidders, who
accepted the UPI Mandate Request for blocking of funds on their respective mobile applications associated with
UPI ID linked bank account. The NPCI shall maintain an audit trail for every bid entered in the Stock Exchanges
bidding platform, and the liability to compensate UPI Bidders (using the UPI Mechanism) in case of failed
transactions shall be with the concerned entity (i.e., the Sponsor Bank, 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 Banker to the Offer. The Lead Manager shall also be required to
obtain the audit trail from the Sponsor Banks and the Banker to the Offer for analyzing the same and fixing liability.
For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.
Pursuant to NSE circular dated July 22, 2022 with reference no. 23/2022 and BSE circular dated July 22, 2022 with
reference no. 20220722-30, it has been mandated that Trading Members, Syndicate Members, RTA and Depository
Participants shall submit Syndicate ASBA bids above ₹5 lakhs and NII & QIB bids above ₹2 lakhs through SCSBs
only.
For all pending UPI Mandate Requests, the Sponsor Banks initiated 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 were required to accept UPI Mandate
Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off
Time had lapsed.
The Sponsor Bank undertook a reconciliation of Bid responses received from Stock Exchange and sent to NPCI and
ensured that all the responses received from NPCI are sent to the Stock Exchange platform with detailed error code
and description, if any. Further, the Sponsor Bank undertook reconciliation of all Bid requests and responses
throughout their lifecycle on daily basis and shared reports with the Book Running Lead Manager in the format and
within the timelines as specified under the UPI Circulars. Sponsor Bank and issuer banks shall downloaded UPI
settlement files and raw data files from the NPCI portal after every settlement cycle and do a three-way reconciliation
with UPI switch data, CBS data and UPI raw data. NPCI had to coordinate with issuer banks and Sponsor Banks on
a continuous basis.
The Sponsor Bank had hosted a web portal for intermediaries (closed user group) from the date of Bid/Offer Opening
Date till the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance
of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such processes having
an impact/bearing on the Offer Bidding process.
Stock exchange(s) validated the electronic bid details with depository’s records for DP ID/Client ID and PAN, on a
real time basis and brought the inconsistencies to the notice of intermediaries concerned, for rectification and
resubmission within the time specified by stock exchange.
Stock Exchange allowed modification of selected fields viz. DP ID / Client ID or Pan ID (Either DP ID / Client ID
or Pan ID could be modified but not BOTH), Bank code and Location code, in the bid details already uploaded.
Upon completion and submission of the Bid Cum Application Form to Application Collecting intermediaries, the
Bidders were deemed to have authorized our Company to make the necessary changes in the Prospectus, without
prior or subsequent notice of such changes to the Bidders.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities
laws in the United States, and unless so registered, and may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered
and sold outside the United States in offshore transactions in reliance on Regulation S and the applicable laws
of each jurisdictions where such offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be issued or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
339Participation by the Promoters and Members of the Promoter Group, the BRLM, associates and affiliates of the
BRLM and the Syndicate Members and the persons related to the Promoters/Promoter Group/BRLM and the
Syndicate Member.
The BRLM and the Syndicate Members were not allowed to purchase Equity Shares in this Offer in any manner,
except towards fulfilling their respective underwriting obligations. However, the respective associates and affiliates
of the BRLM and the Syndicate Members could Bid for Equity Shares in the Offer, 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 associates or affiliates of the BRLM and Syndicate Members, were treated equally for the purpose of
allocation to be made on a proportionate basis.
Except as stated below, neither the BRLM nor any persons related to the BRLM could have applied in the Offer
under the Anchor Investor Portion:
(i) mutual funds sponsored by entities which are associate of the BRLM;
(ii) insurance companies promoted by entities which are associate of the BRLM;
(iii) AIFs sponsored by the entities which are associate of the BRLM; or
(iv) FPIs other than individuals, corporate bodies and family offices which are associate of the BRLM; or
(v) pension funds sponsored by entities which are associate of the BRLM.
For the purposes of the above, a QIB who has any of the following rights shall be deemed to be a “person related to
the Promoters or Promoter Group”:
a) rights under a shareholders’ agreement or voting agreement entered into with the Promoters or Promoter Group;
b) veto rights; or
c) right to appoint any nominee director on our Board.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” if:
a) either of them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of
the voting rights in the other; or
b) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the
other; or
c) there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLM.
The Promoters and the members of the Promoter Group, except to the extent of their respective Offered Shares, have
not participated in the Offer. Further, persons related to our Promoter and Promoter Group have not applied in the
Offer under the Anchor Investor Portion.
Availability of Red Herring Prospectus and Bid cum Application Forms
Copies of the Bid cum Application Form and the abridged prospectus was available at the offices of the BRLM, the
Designated Intermediaries at Bidding Centres, and Registered Office of our Company. An electronic copy of the
Bid cum Application Form was available for download on the websites of SCSBs (via Internet Banking) and BSE
(www.bseindia.com) at least one day prior to the Bid / Offer Opening Date.
Bid cum application for Anchor Investor was made available at the Office of the BRLM.
Who can Bid?
Each Bidder should have checked whether it is eligible to apply under applicable law, rules, regulations, guidelines
and policies. Furthermore, certain categories of Bidders, such as NRIs, FPIs and FVCIs were not be allowed to apply
in the Issue or to hold Equity Shares, in excess of certain limits specified under applicable law. In addition to the
category of Applicants set forth in the General Information Document, the following persons were also eligible to
invest in the Equity Shares under all applicable laws, regulations and guidelines.
Subject to the above, an illustrative list of Bidders is as follows:
340• Indian nationals’ resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as
amended, in single or as a joint application and minors having valid Demat account as per Demographic Details
provided by the Depositories. Furthermore, based on the information provided by the Depositories, our
Company shall have the right to accept the Applications belonging to an account for the benefit of minor (under
guardianship);
• Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the
application is being made in the name of the HUF in the Bid Cum 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‖.
Applications by HUFs would be considered at par with those from individuals;
• Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest
in the Equity Shares under their respective constitutional and charter documents;
• Mutual Funds registered with SEBI;
• Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than
Eligible NRIs are not eligible to participate in this Offer;
• Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject
to RBI permission, and the SEBI Regulations and other laws, as applicable);
• FPIs other than Category III FPI; VCFs and FVCIs registered with SEBI;
• Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
• Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the
Non- Institutional Bidder ‘s category;
• Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development
Corporations;
• Foreign Venture Capital Investors registered with the SEBI;
• Trusts / societies registered under the Societies Registration Act, 1860, as amended, or under any other law
relating to Trusts and who are authorized under their constitution to hold and invest in equity shares;
• Scientific and / or Industrial Research Organizations authorized to invest in equity shares;
• Insurance Companies registered with Insurance Regulatory and Development Authority, India;
• Provident Funds with minimum corpus of ₹ 2500.00 lakhs and who are authorized under their constitution to
hold and invest in equity shares;
• Pension Funds and Pension Funds with minimum corpus of ₹ 2500.00 lakhs and who are authorized under their
constitution to hold and invest in equity shares;
• National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
Government of India published in the Gazette of India;
• Multilateral and bilateral development financial institution;
• Eligible QFIs;
• 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;
• Any other person eligible to apply in this Offer, under the laws, rules, regulations, guidelines and policies
applicable to them.
Applications not to be made by:
• Minors (except through their Guardians)
• Partnership firms or their nominations
• Foreign Nationals (except NRIs)
• Overseas Corporate Bodies
As per the existing regulations, OCBs are not eligible to participate in this Offer. The RBI has however
clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are
incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments
as 138 incorporated non- resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB
dated May 3, 2000 under FDI Scheme with the prior approval of Government if the investment is through
Government Route and with the prior approval of RBI if the investment is through Automatic Route on case
by case basis. OCBs may invest in this Offer provided it obtains a prior approval from the RBI. On submission
of such approval along with the Bid Cum Application Form, the OCB shall be eligible to be considered for
share allocation.
341MAXIMUM AND MINIMUM APPLICATION SIZE
1. For Individual Bidders
The Application must be for a minimum of 800 Equity Shares so as to ensure that the Application Price payable by
the Bidder exceeds 2 lots .
2. For Other than Individual Bidders (Non-Institutional Applicants and QIBs):
The Application must be for a minimum of such number of Equity Shares that the Application size of 1,200 shares
and in multiples of 400 Equity Shares thereafter. An application cannot be submitted for more than the Net Offer
Size. However, the maximum Application by a QIB investor should not exceed the investment limits prescribed for
them by applicable laws. Under existing SEBI Regulations, a QIB Bidder cannot withdraw its Application after the
Offer Closing Date and is required to pay 100% QIB Margin upon submission of Application.
In case of revision in Applications, the Non-Institutional Bidders, who are individuals, have to ensure that the
Application size is greater than 1,200 shares for being considered for allocation in the Non-Institutional Portion.
Bidders are advised to ensure that any single Application from them does not exceed the investment limits or
maximum number of Equity Shares that can be held by them under applicable law or regulation or as
specified in this Prospectus.
The above information is given for the benefit of the Bidders. The Company and the BRLM are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date
of this Prospectus. Bidders are advised to make their independent investigations and ensure that the number
of Equity Shares applied for do not exceed the applicable limits under laws or regulations.
METHOD OF BIDDING PROCESS
Our Company in consultation with the BRLM will decide the Price Band and the minimum Bid lot size for the Offer
and the same shall be advertised in all editions of the English national newspaper Financial Express, all editions of
Hindi national newspaper Jansatta and all Edition of Marathi Regional newspaper Pratahkal where the registered
office of the company is situated, each with wide circulation at least two Working Days prior to the Bid/Offer
Opening Date. The BRLM and the SCSBs shall accept Bids from the Bidders during the Bid / Offer Period.
a. The Bid/Offer Period shall be for a minimum of three Working Days and shall not exceed ten Working Days.
The Bid/Offer Period maybe extended, if required, by an additional three Working Days, subject to the total
Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid / Offer
Period, if applicable, will be published in all editions of the English national newspaper Financial Express, all
editions of Hindi national newspaper Jansatta and all Edition of Marathi Regional newspaper Pratahkal where
the registered office of the company is situated, each with wide circulation and also by indicating the change
on the websites of the BRLM.
b. During the Bid/Offer Period, Individual Bidders, should approach the BRLM or their authorized agents to
register their Bids. The BRLM shall accept Bids from Anchor Investors and ASBA Bidders in Specified Cities
and it shall have the right to vet the Bids during the Bid/Offer Period in accordance with the terms of the
Prospectus. ASBA Bidders should approach the Designated Branches or the BRLM (for the Bids to be
submitted in the Specified Cities) to register their Bids.
c. Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for
details refer to the paragraph titled “Bids at Different Price Levels and Revision of Bids” below) within the
Price Band and specify the demand (i.e., the number of Equity Shares Bid for) in each option. The price and
demand options submitted by the Bidder in the Bid cum Application Form will be treated as optional demands
from the Bidder and will not be cumulated. After determination of the Offer Price, the maximum number of
Equity Shares Bid for by a Bidder / Applicant at or above the Offer Price will be considered for allocation /
Allotment and the rest of the Bid(s), irrespective of the Bid Amount, will become automatically invalid.
d. The Bidder/Applicant cannot Bid through another Bid cum Application Form after Bids through one Bid cum
Application Form have been submitted to a BRLM or the SCSBs. Submission of a second Bid cum Application
Form to either the same or to another BRLM or SCSB will be treated as multiple Bid and is liable to be rejected
342either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation
or Allotment of Equity Shares in this Offer. However, the Bidder can revise the Bid through the Revision Form,
the procedure for which is detailed under the paragraph “Buildup of the Book and Revision of Bids”.
e. Except in relation to the Bids received from the Anchor Investors, the BRLM the SCSBs will enter each Bid
option into the electronic bidding system as a separate Bid and generate a Transaction Registration Slip,
(“TRS”), for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive
up to three TRSs for each Bid cum Application Form.
f. The BRLM shall accept the Bids from the Anchor Investors during the Anchor Investor Bid / Offer Period i.e.,
one working day prior to the Bid / Offer Opening Date. Bids by QIBs under the Anchor Investor Portion and
the QIB Portion shall not be considered as multiple Bids.
g. Along with the Bid cum Application Form, Anchor Investors will make payment in the manner described in
“Escrow Mechanism – Terms of payment and payment into the Escrow Accounts” in the section “Offer
Procedure” beginning on page 332 of this Prospectus.
h. Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the
Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the
ASBA Account, as mentioned in the Bid cum Application Form, prior to uploading such Bids with the Stock
Exchange.
i. If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such
Bids and shall not upload such Bids with the Stock Exchange.
j. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid
Amount mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding
system as a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to
the ASBA Bidder on request.
k. The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalisation of the Basis of
Allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Offer
Account, or until withdrawal / failure of the Offer or until withdrawal / rejection of the Bid cum Application
Form, as the case may be. Once the Basis of Allotment is finalized, the Registrar to the Offer shall send an
appropriate request to the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount
allocable to the successful Bidders to the Public Offer Account. In case of withdrawal / failure of the Offer, the
blocked amount shall be unblocked on receipt of such information from the Registrar to the Offer.
BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS
a. Our Company in consultation with the BRLM, and without the prior approval of, or intimation, to the Bidders,
reserves the right to revise the Price Band during the Bid/Offer Period, provided that the Cap Price shall be less
than or equal to 120% of the Floor Price subject to minimum of 105% and the Floor Price shall not be less than
the face value of the Equity Shares. 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 disclosed. If the revised price band
decided, falls within two different price bands then the minimum application lot size shall be decided based on
the price band in which the higher price falls.
b. Our Company in consultation with the BRLM, will finalize the Offer Price within the Price Band, without the
prior approval of, or intimation, to the Bidders.
c. The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity
Shares at a specific price. Individual Bidders may Bid at the Cut-off Price. However, bidding at the Cut-off
Price is prohibited for QIB and Non-Institutional Bidders and such Bids from QIB and Non-Institutional
Bidders shall be rejected.
d. Individual Bidders, who Bid at the Cut-off Price agree that they shall purchase the Equity Shares at any price
within the Price Band. Individual Bidders shall submit the Bid cum Application Form along with a
cheque/demand draft for the Bid Amount based on the Cap Price with the Syndicate. In case of ASBA Bidders
343(excluding Non-Institutional Bidders and QIB Bidders) bidding at the Cut-off Price, the ASBA Bidders shall
instruct the SCSBs to block an amount based on the Cap Price.
e. The price of the specified securities offered to an anchor investor shall not be lower than the price offered to
other applicants.
Participation by Associates / Affiliates of BRLM and the Syndicate Members:
The BRLM and the Syndicate Members, if any, were not be allowed to purchase in this Offer in any manner, except
towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and the
Syndicate Members, if any, may subscribe to the Equity Shares in the Offer, either in the QIB Category 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.
Neither the BRLM nor any persons related to the BRLM (other than Mutual Funds sponsored by entities related to
the BRLM), Promoters, and Promoter Group can apply in the Offer under the Anchor Investor Portion.
Option to Subscribe to the Offer:
a) As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in dematerialized
form only. Investors will not have the option of getting allotment of specified securities in physical form.
b) The Equity Shares, on the allotment, shall be traded on the Stock Exchange in the Demat segment only.
c) A single application from any investor shall not exceed the investment limit / minimum number of Equity
Shares that can be held by him/her/it under the relevant regulations / statutory guidelines and applicable law.
Information for the Bidders:
1. Our Company and the BRLM shall declare the Offer Opening Date and Offer Closing Date in the Red Herring
Prospectus to be registered with the RoC and also publish the same in two national newspapers (one each in
English and Hindi) and in a regional newspaper with wide circulation. This advertisement shall be in the
prescribed format.
2. Our Company filed the Red Herring Prospectus with the RoC at least 3 (three) days before the Offer Opening
Date.
3. Copies of the Bid Cum Application Form along with Abridge Prospectus and copies of the Red Herring
Prospectus was available with the Book Running Lead Manager, the Registrar to the Offer, and at the
Registered Office of our Company. Electronic Bid Cum Application Forms was available on the websites of
the Stock Exchange.
4. Any Bidder who wanted to obtain the Red Herring Prospectus and/or the Bid Cum Application Form could
have obtain the same from our Registered Office.
5. Bidders who were interested in subscribing for the Equity Shares had approach Designated Intermediaries to
register their applications.
6. Bid Cum Application Forms submitted directly to the SCSBs were required to bear the stamp of the SCSBs
and / or the Designated Branch, or the respective Designated Intermediaries. Bid Cum Application Form
submitted by Applicants whose beneficiary account is inactive shall be rejected.
7. The Bid Cum Application Form could have been submitted either in physical or electronic mode, to the SCSBs
with whom the ASBA Account is maintained, or other Designated Intermediaries (Other than SCSBs). SCSBs
provided the electronic mode of collecting either through an internet enabled collecting and banking facility or
such other secured, electronically enabled mechanism for applying and blocking funds in the ASBA Account.
The Individual Applicants had to apply only through UPI Channel, they had to provide the UPI ID and validate
the blocking of the funds and such Bid Cum Application Forms that do not contain such details are liable to be
rejected.
8. Bidders who applied directly through the SCSBs should have ensured that the Bid Cum Application Form was
submitted to a Designated Branch of SCSB, where the ASBA Account was maintained. Applications submitted
344directly to the SCSB’s or other Designated Intermediaries (Other than SCSBs), the relevant SCSB, blocked an
amount in the ASBA Account equal to the Application Amount specified in the Bid Cum Application Form,
before entering the ASBA application into the electronic system.
9. Except for applications by or on behalf of the Central or State Government and the Officials appointed by the
courts and by investors residing in the State of Sikkim, the Bidders, or in the case of application in joint names,
the first Bidder (the first name under which the beneficiary account is held), should have mentioned his / her
PAN allotted under the Income Tax Act. In accordance with the SEBI Regulations, the PAN would be the sole
identification number for participating in transacting in the securities market, irrespective of the amount of
transaction. Any Bid Cum Application Form without PAN is liable to be rejected. The demat accounts of
Bidders for whom PAN details have not been verified, excluding persons resident in the State of Sikkim or
persons who may be exempted from specifying their PAN for transacting in the securities market, shall be
“suspended for credit” and no credit of Equity Shares pursuant to the Offer will be made into the accounts of
such Bidders.
10. The Bidders may note that in case the PAN, the DP ID, and Client ID mentioned in the Bid Cum Application
Form and entered into the electronic collecting system of the Stock Exchange Designated Intermediaries do
not match with PAN, the DP ID and Client ID available in the Depository database, the Bid Cum Application
Form is liable to be rejected.
BIDS BY ANCHOR INVESTORS:
Our Company in consultation with the BRLM, may consider participation by Anchor Investors in the Offer for up
to 60% of the QIB Portion in accordance with the SEBI Regulations. Only QIBs as defined in Regulation 2(1) (ss)
of the SEBI Regulations and not otherwise excluded pursuant to Schedule XIII of the SEBI Regulations are eligible
to invest. The QIB Portion will be reduced in proportion to allocation under the Anchor Investor Portion. In the
event of undersubscription in the Anchor Investor Portion, the balance Equity Shares will be added to the QIB
Portion. In accordance with the SEBI Regulations, the key terms for participation in the Anchor Investor Portion are
provided below:
1. Anchor Investor Bid cum Application Forms were made available for the Anchor Investors at the offices of
the BRLM.
2. The Bid were required to be for a minimum of such number of Equity Shares so that the Bid Amount is at least
₹ 200.00 lakhs. 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 ₹ 200.00 lakhs.
3. One-third of the Anchor Investor Portion was reserved for allocation to domestic Mutual Funds.
4. Bidding for Anchor Investors was open one Working Day before the Bid / Offer Opening Date and be
completed on the same day.
5. Our Company in consultation with the BRLM, finalized allocation to the Anchor Investors on a discretionary
basis, provided that the minimum and maximum number of Allottees in the Anchor Investor Portion which
was, as mentioned below:
• where allocation in the Anchor Investor Portion is up to ₹ 200.00 lakhs, maximum of 2 (two) Anchor
Investors.
• where the allocation under the Anchor Investor Portion is more than ₹ 200.00 lakhs but up to ₹ 2,500.00
Lakhs, minimum of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum
Allotment of ₹ 100.00 lakhs per Anchor Investor; and
• where the allocation under the Anchor Investor portion is more than ₹ 2,500.00 lakhs i) minimum of 5
(five) and maximum of 15 (fifteen) Anchor Investors for allocation up to ₹ 2,500.00 lakhs; and (ii) an
additional 10 Anchor Investors for every additional allocation of ₹ 2,500.00 lakhs or part thereof in the
Anchor Investor Portion; subject to a minimum Allotment of ₹ 100.00 lakhs per Anchor Investor.
3456. Allocation to Anchor Investors were completed on the Anchor Investor Bid / Offer Period. The number of
Equity Shares allocated to Anchor Investors and the price at which the allocation is made was made available
in the public domain by the BRLM before the Bid / Offer Opening Date, through intimation to the Stock
Exchange.
7. Anchor Investors could not 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 within 2 (two) Working Days from the Bid / Offer Closing Date. 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. At the end of each day of the bidding period, the demand including allocation made to anchor investors, was
shown graphically on the bidding terminals of syndicate members and website of stock exchange offering
electronically linked transparent bidding facility, for information of public.
10. 50% of Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30 days from
the date of Allotment and remaining shall be locked in for 90 Days from the date of allotment.
11. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple
Bids.
12. Anchor Investors are not permitted to Bid in the Offer through the ASBA process.
BIDS BY ELIGIBLE NRI’S:
Eligible NRIs were required to obtain copies of the Bid cum Application Form from the offices of the BRLM and
the Designated Intermediaries. Eligible NRI Bidders bidding on a repatriation basis by using the Non- Resident
Forms should authorize their SCSB to block their Non-Resident External (“NRE”) accounts, or Foreign Currency
Non-Resident (“FCNR”) ASBA Accounts, and eligible NRI Bidders bidding on a non-repatriation basis by using
Resident Forms should authorize their SCSB 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.
Eligible NRIs bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white
in colour).
Eligible NRIs bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-
Residents (blue in color).
In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not
exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid- up value of
each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings
of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or
shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant.
Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by
the members of the Indian company in a general meeting.
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.
For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
beginning on page 368 of this Prospectus.
Participation of Eligible NRIs in the Issue shall be subject to the FEMA Rules. Only Bids accompanied by payment
in Indian rupees or fully converted foreign exchange will be considered for Allotment.
346BIDS BY FPI INCLUDING FII’S:
In terms of the FEMA Rules and SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor
group (which means the same multiple entities having common ownership directly or indirectly of more than 50%
or common control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA NDI
Rules, with effect from April 1, 2020, the aggregate FPI investment limit is the sectoral cap applicable to an Indian
company as prescribed in the FEMA NDI Rules with respect to its paid- up equity capital on a fully diluted basis.
Currently, the sectoral cap is 100% under automatic route.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate of
registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form,
failing which our Company reserves the right to reject any Bid without assigning any reason. FPIs who wish to
participate in the Offer are advised to use the Bid cum Application Form for Non- Residents (Blue in color).
In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs
shall be included.
The FEMA NDI Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, except as respects things done
or omitted to be done before such supersession. FPIs are permitted to participate in the Offer subject to compliance
with conditions and restrictions which may be specified by the Government from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative
instruments(as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued
overseas by a FPI 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 off-shore derivate instruments is also required to ensure that any transfer of off-shore derivative
instruments issued by, or on behalf of it subject to, inter alia, the following conditions:
i. such offshore derivative instruments are transferred to person subject to fulfilment of SEBI FPI Regulations;
and
ii. prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred are pre-approved by the FPI.
Bids by FPIs which finalize the multi-investment manager structure in accordance with the Operational Guidelines
for Foreign Portfolio Investors and Designated Depository Participants issued to facilitate implementation of the
SEBI FPI Regulations (“Operational FPI Guidelines”), submitted with the same PAN but with different beneficiary
account numbers, Client IDs and DP IDs shall not be treated as multiple Bids (“MIM Bids”). It is hereby clarified
that FPIs bearing the same PAN may be treated as multiple Bids by a Bidder and may be rejected, except for Bids
from FPIs that finalize the multi- investment manager structure in accordance with the Operational FPI Guidelines
(such structure referred to as “MIM Structure”). In order to ensure valid Bids, FPIs making MIM Bids using the
same PAN and with different beneficiary account numbers, Client IDs and DP IDs, are required to submit a
confirmation that their Bids are under the MIM Structure and indicate the name of their investment managers in
such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence of
such confirmation from the relevant FPIs, such MIM Bids shall be rejected.
BIDS BY SEBI REGISTERED VCF’S, AIF’S AND FVCI’S:
The SEBI FVCI Regulations, inter alia, prescribe the investment restrictions on VCFs and FVCIs registered with
SEBI. Further, the SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs.
Accordingly, the holding in any company by any individual VCF or FVCI registered with SEBI should not exceed
25% of the corpus of the VCF or FVCI. Further, subject to FEMA Rules, VCFs and FVCIs can invest only up to
33.33% of their investible funds in various prescribed instruments, including in public offerings
347The category I and II AIFs cannot invest more than 25% of the corpus in one Investee Company. A category III AIF
cannot invest more than 10% of the corpus in one Investee Company. A venture capital fund registered as a category
I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way of subscription to
an initial public offering of a venture capital undertaking. Additionally, the VCFs which have not re-registered as
an AIF under the SEBI AIF Regulations shall continue to be regulated by the VCF Regulation until the existing fund
or scheme managed by the fund is wound up and such funds shall not launch any new scheme after the notification
of the SEBI AIF Regulations.
All FIIs and FVCIs should note that refunds, dividends and other distributions, if any, will be payable in
Indian Rupees only and net of Bank charges and commission.
Participation of VCFs, AIFs or FVCIs in the Issue shall be subject to the FEMA Rules.
Our Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of conversion
of foreign currency.
There was no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with
other categories for the purpose of allocation.
BIDS BY HUFS:
Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the
Application was being made in the name of the HUF in the Bid cum Application Form as follows: “Name of sole or
first Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bid
cum Applications by HUFs may be considered at par with Bid cum Applications from individuals.
BIDS BY MUTUAL FUNDS:
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% shall not be applicable for investments in index
funds or sector or industry specific funds. No Mutual Fund under all its schemes should own more than 10% of any
company’s paid-up share capital carrying voting rights.
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the
Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid cum Application
in whole or in part, in either case, without assigning any reason thereof.
In case of a mutual fund, a separate Bid cum Application could be made in respect of each scheme of the mutual
fund registered with SEBI and such Applications in respect of more than one scheme of the mutual fund was not
treated as multiple applications provided that the Bids clearly indicate the scheme concerned for which the Bids has
been made.
The Bids made by the asset management companies or custodians of Mutual Funds were specifically required to
state the names of the concerned schemes for which the Applications are made.
BIDS BY SYSTEMATICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES:
In case of Applications made by Systemically Important Non-Banking Financial Companies, a certified copy of the
certificate of registration issued by the RBI, a certified copy of its last audited financial statements on a standalone
basis and a net worth certificate from its statutory auditor(s), must be attached to the Bid cum Application Form.
Failing this, our Company reserve the right to reject any Application, without assigning any reason thereof, subject
to applicable law. Systemically Important Non-Banking Financial Companies participating in the Offer were
required to comply with all applicable legislations, regulations, directions, guidelines and circulars issued by RBI
from time to time.
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, were required
to be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any bid
348without assigning any reason thereof. Limited liability partnerships can participate in the Offer only through the
ASBA process.
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 were required to be attached to the Bid cum Application Form. Failing this, our Company reserves
the right to reject any Bid by Insurance Companies without assigning any reason thereof. The exposure norms for
insurers, prescribed under the Insurance Regulatory and Development Authority (Investment) Regulations, 2000, as
amended, are broadly set forth below:
(1) Equity shares of a company: the least of 10%* of the investee company’s subscribed capital (face value) or
10% of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or
reinsurer;
(2) The entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or
15% of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all
companies belonging to the group, whichever is lower; and
(3) The industry sector in which the investee company belong to: not more than 15% of the fund of a life insurer
or a general insurer or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount
of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (1), (2) and (3)
above, as the case may be. Insurance companies participating in this Offer shall comply with all applicable
regulations, guidelines and circulars issued by IRDAI from time to time.
*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance
companies with investment assets of ₹ 2,50,00,000 lakhs or more and 12% of outstanding equity shares (face value)
for insurers with investment assets of ₹ 50,00,000 lakhs or more but less than ₹ 2,50,00,000 lakhs.
BIDS UNDER POWER OF ATTORNEY:
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies,
FIIs, Mutual Funds, insurance companies and provident funds with a minimum corpus of ₹2500.00 lakhs (subject
to applicable law) and pension funds with a minimum corpus of ₹2500.00 lakhs, a certified copy of the power of
attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum
of association and articles of association and / or bye laws were required to be lodged along with the Bid cum
Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in
either case, without assigning any reasons thereof. In addition to the above, certain additional documents are required
to be submitted by the following entities:
• With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate was
required to be lodged along with the Bid cum Application Form.
• With respect to Bids by insurance companies registered with the Insurance Regulatory and Development
Authority, in addition to the above, a certified copy of the certificate of registration issued by the Insurance
Regulatory and Development Authority was required to be lodged along with the Bid cum Application Form.
• With respect to Bids made by provident funds with a minimum corpus of ₹2500.00 lakhs (subject to applicable
law) and pension funds with a minimum corpus of ₹2500.00 lakhs, a certified copy of a certificate from a
chartered accountant certifying the corpus of the provident fund / pension fund was required to be lodged along
with the Bid cum Application Form.
• With respect to 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, was required to be attached to the Bid cum Application Form.
349• Our Company in consultation with the BRLM in their absolute discretion, reserves the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application form, subject
to such terms and conditions that our Company and the BRLM may deem fit.
The above information is given for the benefit of the Bidders. Our Company, the BRLM and the Syndicate Members
are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur
after the date of the Prospectus. Bidders are advised to make their independent investigations and Bidders are advised
to ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of
Equity Shares that can be held by them under applicable law or regulation or as specified in the Prospectus.
BIDS BY PROVIDENT FUNDS / PENSION FUNDS:
In case of Bids made by provident funds with minimum corpus of ₹2500.00 lakhs (subject to applicable law) and
pension funds with minimum corpus of ₹2500.00 lakhs, a certified copy of certificate from a chartered accountant
certifying the corpus of the provident fund / pension fund was required to be lodged along with the Bid cum
Application Form. Failing this, the Company reserves the right to accept or reject any bid in whole or in part, in
either case, without assigning any reason thereof.
BIDS BY BANKING COMPANY:
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 reserves the right to reject any Bid by a banking
company without assigning any reason thereof, subject to applicable law.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act,
1949, as amended (the “Banking Regulation Act”), and the Reserve Bank of India (Financial Services provided by
Banks) Directions, 2016, 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 banks’ own paid-up share capital and reserves, whichever is lower.
Further, the aggregate investment by a banking company in subsidiaries and other entities engaged in financial and
non-financial services, including overseas investments company cannot exceed 20% of the bank’s paid-up share
capital and reserves.
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 RBI, if (i) the investee company is engaged in
non-financial activities permitted for banks in terms of Section 6(1) of the Banking Regulation Act, or (ii) the
additional acquisition is through restructuring of debt / corporate debt restructuring strategic debt restructuring, or
to protect the banks’ interest on loans / investments made to a company. (iii) hold along with its subsidiaries,
associates or joint ventures or entities directly or indirectly controlled by the bank; and mutual funds managed by
asset management companies controlled by the bank, more than 20% of the investee company’s paid up share capital
engaged in non-financial services; or (iv) make any investment in a Category III AIFs and any investment by a
bank’s subsidiary in a Category III AIF shall be restricted to the regulatory minima prescribed by SEBI. However,
this cap doesn’t apply to the cases mentioned in (i) and (ii) above.
The banking company is required to submit a time bound action plan for disposal of such shares within a specified
period to RBI. A banking company would require a prior approval of RBI to make (i) investment in a subsidiary and
a financial services company that is not a subsidiary (with certain exception prescribed), and (ii) investment in a
nonfinancial services company in excess of 10% of such investee company’s paid-up share capital as stated in
5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016 as amended; and
(iii) investment of more than 10% of the paid-up capital / unit capital in a Category I AIF or Category II AIF.
BIDS BY SCSB’S:
SCSBs participating in the Offer were required to comply with the terms of the SEBI circulars bearing numbers
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013. Such SCSBs
were required to ensure that for making Bid cum 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 was required to
be used solely for the purpose of making Bid cum application in public Offers and clear demarcated funds had to be
available in such account for such Bid cum applications.
350ISSUANCE OF A CONFIRMATION NOTE (“CAN”) AND ALLOTMENT IN THE OFFER:
• Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLM or Registrar to the
Offer shall send to the SCSBs a list of their Bidders who have been allocated Equity Shares in the Offer.
• The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the Offer.
The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder.
Offer Procedure for Application Supported by Blocked Account (ASBA) Bidders:
In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the
Bidders have to compulsorily apply through the ASBA Process. Our Company and the Book Running Lead Manager
are not liable for any amendments, modifications, or changes in applicable laws or regulations, which may occur
after the date of this Prospectus. ASBA Bidders are advised to make their independent investigations and to ensure
that the ASBA Bid Cum Application Form is correctly filled up, as described in this section.
The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA
Process are provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on
designated branches of SCSB collecting the Bid Cum Application Form, please refer the above-mentioned SEBI
link.
Terms of payment
The entire Offer price of ₹ 286/- per share is payable on application. In case of allotment of lesser number of Equity
Shares than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on
Application to the Bidders.
SCSBs will transfer the amount as per the instruction of the Registrar to the Public Offer Account, the balance
amount after transfer will be unblocked by the SCSBs.
The Bidders should note that the arrangement with Bankers to the Offer or the Registrar is not prescribed by SEBI
and has been established as an arrangement between our Company, Banker to the Offer and the Registrar to the
Offer to facilitate collections from the Bidders.
Payment Mechanism
The Individual Bidders shall specify the bank account number in their Bid Cum Application Form and the SCSBs
shall block an amount equivalent to the Application Amount in the bank account specified in the Bid Cum
Application Form. The SCSB shall keep the Application Amount in the relevant bank account blocked until
withdrawal / rejection of the Application or receipt of instructions from the Registrar to unblock the Application
Amount. However, Non-Retail Bidders shall neither withdraw nor lower the size of their applications at any stage.
In the event of withdrawal or rejection of the Bid Cum Application Form or for unsuccessful Bid Cum Application
Forms, the Registrar to the Offer shall give instructions to the SCSBs to unblock the application money in the
relevant bank account within one day of receipt of such instruction. The Application Amount shall remain blocked
in the ASBA Account until finalization of the Basis of Allotment in the Offer and consequent transfer of the
Application Amount to the Public Offer Account, or until withdrawal / failure of the Offer or until rejection of the
Application by the ASBA Bidder, as the case may be.
Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and
the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a Public
Offer shall use only Application Supported by Blocked Amount (ASBA) process for application providing details
of the bank account which will be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further,
pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018; Individual
Investors applying in public Offer have to use UPI as a payment mechanism with Application Supported by Blocked
Amount for making application.
Payment into Escrow Account for Anchor Investors
All the investors other than Anchor Investors were required to bid through ASBA Mode. Anchor Investors are
requested to note the following:
351Our Company in consultation with the Book Running Lead Manager, in its absolute discretion, decided the list of
Anchor Investors to whom the CAN was sent, pursuant to which the details of the Equity Shares allocated to them
in their respective names was notified to such Anchor Investors. For Anchor Investors, the payment instruments for
payment into the Escrow Account was drawn in favour of:
a. In case of resident Anchor Investors: ― “Monika Alcobev Limited Anchor R”
b. In case of Non-Resident Anchor Investors: ― “Monika Alcobev Limited Anchor NR”
c. Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Offer
to facilitate collections from the Anchor Investors.
Electronic Registration of Applications
1. The Designated Intermediaries registered the applications using the on-line facilities of the Stock Exchange.
2. The Designated Intermediaries had 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 online facilities for Book Building
on a regular basis before the closure of the Offer.
3. On the Bid/Offer Closing Date, the Designated Intermediaries uploaded the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in this Prospectus.
4. The Designated Intermediaries undertook modification of selected fields in the application details already
uploaded during the Bid/Offer period till 5.00 p.m. on the Bid/ the Offer Closing Date after which the Stock
Exchange(s) send the bid information to the Registrar to the Offer for further processing.
5. The Designated Intermediaries were responsible for any acts, mistakes or errors or omissions and commissions
in relation to,
a. the applications accepted by them,
b. the applications uploaded by them
c. the applications accepted but not uploaded by them or
d. With respect to applications by Bidders, applications accepted and uploaded by any Designated
Intermediary other than SCSBs, the Bid Cum Application Form along with relevant schedules shall be
sent to the SCSBs or the Designated Branch of the relevant SCSBs for blocking of funds and they will be
responsible for blocking the necessary amounts in the ASBA Accounts. In case of Application accepted
and uploaded by SCSBs, the SCSBs or the Designated Branch of the relevant SCSBs will be responsible
for blocking the necessary amounts in the ASBA Accounts
6. Neither the Book Running Lead Manager nor our Company nor the Registrar to the Offer, shall be responsible
for any acts, mistakes or errors or omission and commissions in relation to;
a. The applications accepted by any Designated Intermediaries
b. The applications uploaded by any Designated Intermediaries or
c. The applications accepted but not uploaded by any Designated Intermediaries
7. The Stock Exchange had issued an electronic facility for registering applications for the Offer. This facility
was made available at the terminals of Designated Intermediaries and their authorized agents during the Offer
Period. The Designated Branches or agents of Designated Intermediaries had also set up facilities for off-line
electronic registration of applications subject to the condition that they will subsequently upload the off-line
data file into the online facilities on a regular basis. On the Offer Closing Date, the Designated Intermediaries
shall upload the applications till such time as may be permitted by the Stock Exchange. This information were
available with the Book Running Lead Manager on a regular basis.
8. With respect to applications by Bidders, at the time of registering such applications, the Syndicate Bakers, DPs
and RTAs had forwarded a Schedule as per format given below along with the Bid Cum Application Forms to
Designated Branches of the SCSBs for blocking of funds:
Sr. No. Details*
1. Symbol
2. Intermediary Code
3. Location Code
4. Application No.
352Sr. No. Details*
5. Category
6. PAN
7. DP ID
8. Client ID
9. Quantity
10. Amount
*Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields.
9. With respect to applications by Bidders, at the time of registering such applications, the Designated
Intermediaries entered the following information pertaining to the Bidders into in the on-line system:
• Name of the Bidder;
• IPO Name;
• Bid Cum Application Form Number;
• Investor Category
• PAN (of First Bidder, if more than one Bidder);
• DP ID of the demat account of the Bidder;
• Client Identification Number of the demat account of the Bidder;
• Number of Equity Shares Applied for;
• Bank Account details;
• Locations of the Banker to the Offer or Designated Branch, as applicable, and bank code of the SCSB
branch where the ASBA Account is maintained; and
• Bank account number.
In case of submission of the Application by a Bidder through the Electronic Mode, the Bidder shall have
completed the above- mentioned details and mention the bank account number, except the Electronic ASBA
Bid Cum Application Form number which shall be system generated.
10. The aforesaid Designated Intermediaries, were required at the time of receipt of application, give an
acknowledgment to the investor, by giving the counter foil or specifying the application number to the investor,
as a proof of having accepted the Bid Cum Application Form in physical as well as electronic mode. The
registration of the Application by the Designated Intermediaries does not guarantee that the Equity Shares shall
be allocated / allotted either by our Company.
11. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.
12. In case of Non-Individual Bidders and Individual Bidders, applications would not be rejected except on the
technical grounds as mentioned in the Red Herring Prospectus. The Designated Intermediaries shall have no
right to reject applications, except on technical grounds.
13. The permission given by the Stock Exchanges to use their network and software of the Online IPO 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 Book Running Lead Manager are cleared or approved by the Stock
Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the
compliance with the statutory and other requirements nor does it take any responsibility for the financial or
other soundness of our company; our Promoters, our 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 Prospectus, nor does it warrant that the Equity Shares will be listed or will continue to be listed on the
Stock Exchange.
14. The Designated Intermediaries were given time till 5.00 p.m. on the Bid / Offer Closing Date to verify the DP
ID and Client ID uploaded in the online IPO system during the Offer Period, after which the Registrar to the
Offer received this data from the Stock Exchange and validated the electronic application details with
Depository’s records. In case no corresponding record is available with Depositories, which matches the three
parameters, namely DP ID, Client ID and PAN, then such applications are liable to be rejected.
15. The SCSBs were required to be given one day after the Bid / Offer Closing Date to send confirmation of Funds
blocked (Final certificate) to the Registrar to the Offer.
16. The details uploaded in the online IPO system was considered as final and Allotment will be based on such
details for applications.
353Build of the Book
a. Bids received from various Bidders through the Designated Intermediaries could be electronically uploaded on
the Bidding Platform of the Stock Exchange on a regular basis. The book gets built up at various price levels.
This information was available with the BRLM at the end of the Bid / Offer Period.
b. Based on the aggregate demand and price for Bids registered on the Stock Exchange Platform, a graphical
representation of consolidated demand and price as available on the websites of the Stock Exchange was made
available at the Bidding centres during the Bid / Offer Period.
Withdrawal of Bids
a. IIs could withdraw their Bids until Bid / Offer Closing Date. In case a II wishes to withdraw the Bid during the
Bid / Offer Period, the same could be done by submitting a request for the same to the concerned Designated
Intermediary who could do the requisite, including unblocking of the funds by the SCSB in the ASBA Account.
b. The Registrar to the Offer could give instruction to the SCSB for unblocking the ASBA Account on the
Designated Date. QIBs and NIIs could neither withdraw nor lower the size of their Bids at any stage.
Price Discovery and Allocation
a. Based on the demand generated at various price levels, our Company in consultation with the BRLM, finalised
the Offer Price and the Anchor Investor Offer Price.
b. The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various categories
of Bidders in an Offer depending on compliance with the eligibility conditions. Certain details pertaining to
the percentage of Offer size available for allocation to each category is disclosed overleaf of the Bid cum
Application Form and in the RHP. For details in relation to allocation, the Bidder may refer to the RHP.
c. Under-subscription in any category (except QIB Category) is allowed to be met with spill-over from any other
category or combination of categories at the discretion of the issued and the in consultation with the BRLM
and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations. Unsubscribed portion
in QIB Category is not available for subscription to other categories.
d. In case of under subscription in the Offer, spill-over to the extent of such under-subscription may be permitted
from the Reserved Portion to the Offer. For allocation in the event of an undersubscription applicable to the
issuer, Bidders may refer to the RHP.
e. In case if the Individual Investor category is entitled to more than the allocated portion on proportionate basis,
the category shall be allotted that higher percentage.
f. Allocation to Anchor Investors was carried out at the discretion of our Company in consultation with the
BRLM, subject to compliance with the SEBI Regulations.
Illustration of the Book Building and Price Discovery Process:
Bidders should note that this example is solely for illustrative purposes and is not specific to the Offer; it also
excludes Bidding by Anchor Investors. Bidders can bid at any price within the Price Band. For instance, assume a
Price Band of ₹20 to ₹24 per share, Offer size of 3,000 Equity Shares and receipt of five Bids from Bidders, details
of which are shown in the table below. The illustrative book given below shows the demand for the Equity Shares
of the Issuer at various prices and is collated from Bids received from various investors.
Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Offer
the desired number of Equity Shares is the price at which the book cuts off, i.e., ₹22.00 in the above example. The
354Issuer, in consultation with the BRLM, may finalise the Offer Price at or below such Cut-Off Price, i.e., at or below
₹22.00. All Bids at or above this Offer Price and cut-off.
Bids are valid Bids and are considered for allocation in the respective categories.
Signing of Underwriting Agreement and Registering of Red Herring Prospectus / Prospectus with ROC
Our company has entered into an Underwriting Agreement dated June 9, 2025.
A copy of Red Herring Prospectus was registered with the ROC and copy of Prospectus will be registered with ROC
in terms of Section 26 & 32 of Companies Act, 2013.
Pre-Offer Advertisement
Subject to Section 30 of the Companies Act 2013, our Company shall, after registering the Red Herring Prospectus
with the ROC, publish a pre-Offer advertisement, in the form prescribed by the SEBI Regulations, in (i) English
National Newspaper; (ii) Hindi National Newspaper and (iii) Regional Newspaper each with wide circulation. In
the pre-Offer advertisement, we shall state the Bid Opening Date and the Bid / Offer Closing Date and the floor
price or price band along with necessary details subject to regulation 250 of SEBI ICDR Regulations. 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 Regulations.
Advertisement Regarding Offer Price and Prospectus:
Our Company will issue a statutory advertisement after the filing of the Prospectus with the RoC. This advertisement,
in addition to the information that has to be set out in the statutory advertisement, shall indicate the final derived
Offer Price. Any material updates between the date of the Red Herring Prospectus and the date of Prospectus will
be included in such statutory advertisement.
GENERAL INSTRUCTIONS:
Please note that the NIIs are not permitted to withdraw their bids or lower the size of Bids in terms of quantity of
Equity Shares or Bid Amount) at any stage. Individual Investor can revise their Bids during the Bid / Offer period
and withdraw their Bids until Bid/Offer Closing date.
Anchor investors are not allowed to withdraw their Bids after Anchor Investors bidding date.
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law,
rules, regulations, guidelines and approvals;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
4. Ensure that the details about the PAN, DP ID, Client ID, UPI ID are correct and the Bidders depository account
is active, as Allotment of the Equity Shares will be in the dematerialized form only;
5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to
the Designated Intermediary at the Bidding Centre;
6. If the first applicant is not the account holder, ensure that the Bid cum Application Form is signed by the
account holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application
Form;
7. In case of Joint bids, ensure the first bidder is the ASBA Account holder (or the UPI linked bank account
holder, as the case may be) and the signature of the first bidder is included in the Bid cum Application Form;
3558. QIBs, Non-Institutional Bidders and the Individual Bidders should submit their Bids through the ASBA process
only. However, pursuant to SEBI circular dated November 01, 2018, II may submit their bid by using UPI
mechanism for payment.
9. 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;
10. Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for all
your Bid options;
11. Ensure that you have funds equal to the Bid Amount in the Bank Account maintained with the SCSB before
submitting the Bid cum Application Form under the ASBA process or application forms submitted by IIs using
UPI mechanism for payment, to the respective member of the Syndicate (in the Specified Locations), the
SCSBs, the Registered Broker (at the Broker Centers), the RTA (at the Designated RTA Locations) or CDP
(at the Designated CDP Locations);
12. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and
obtain a revised acknowledgment;
13. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting
in the securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular
dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all
Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or the State
Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to
(a) the Demographic Details received from the respective depositories confirming the exemption granted to the
beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active
status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the
same. All other applications in which PAN is not mentioned will be rejected;
14. Ensure that the Demographic Details are updated, true and correct in all respects;
15. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;
16. 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;
17. Ensure that the category and the investor status is indicated;
18. Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant
documents are submitted;
19. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and
Indian laws;
20. Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Bid cum Application
Form and entered into the online IPO system of the Stock Exchange by the relevant Designated Intermediary,
as the case may be, do not match with the DP ID, Client ID and PAN available in the Depository database,
then such Bids are liable to be rejected. Where the Bid cum Application Form is submitted in joint names,
ensure that the beneficiary account is also held in the same joint names and such names are in the same sequence
in which they appear in the Bid cum Application Form;
21. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per the
Bid cum Application Form and the Prospectus;
22. Ensure that you have mentioned the correct ASBA Account number or UPI ID in the Bid cum Application
Form;
35623. Ensure that you have mentioned the details of your own bank account for blocking of fund or your own bank
account linked UPI ID to make application in the Public Offer;
24. Ensure that on receipt of the mandate request from sponsor bank, you have taken necessary step in timely
manner for blocking of fund on your account through UPI ID using UPI application;
25. Ensure that you have correctly signed the authorization / undertaking box in the Bid cum Application Form, or
have otherwise provided an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA
Account equivalent to the Bid Amount mentioned in the Bid cum Application Form at the time of submission
of the Bid;
26. Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission
of your Bid cum Application Form; and
27. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is
not mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
26, 2019 is liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid / revise Bid Amount to less than the Floor Price or higher than the Cap Price;
3. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock
invest;
4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only.
5. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company;
6. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
7. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
8. Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASBA
process;
9. Do not Bid for a Bid Amount exceed ₹ 2.00 lakhs/- (for Applications by Individual Bidders);
10. Do not fill up the Bid cum Application Form such that the Equity Shares Application exceeds the Offer size
and / or investment limit or maximum number of the Equity Shares that can be held under the applicable laws
or regulations or maximum amount permissible under the applicable regulations or under the terms of the
Prospectus;
11. Do not submit the General Index Register number instead of the PAN;
12. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are blocked in the
relevant ASBA Account;
13. 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 Applicant;
35714. 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;
15. 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);
16. Do not submit a Bid by using details of the third party’s bank account or UPI ID which is linked with bank
account of the third party. Kindly note that Bids made using third party bank account or using third party linked
bank account UPI ID are liable for rejection.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
Other instructions for the Bidders Joint Bids
Joint Bids
In the case of Joint Bids, the Bids should be made in the name of the Bidders whose name appears first in the
Depository account. The name so entered should be the same as it appears in the Depository records. The signature
of only such first Bidders would be required in the Bid cum Application Form / Application Form and such first
Bidder would be deemed to have signed on behalf of the joint holders. All payments may be made out in favour of
the Bidder whose name appears in the Bid cum Application Form or the Revision Form and all communications
may be addressed to such Bidder and may be dispatched to his or her address as per the Demographic Details
received from the Depositories.
Multiple Bids
Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make a maximum of Bids
at three different price levels in the Bid cum Application Form and such options are not considered as multiple Bids.
Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate, SCSB
or Registered Broker and duplicate copies of Bid\ cum Application Forms bearing the same application number shall
be treated as multiple Bids and are liable to be rejected.
Permanent Account Number or PAN
Pursuant to the circular MRD/DoP/Circ 05/2007 dated April 27, 2007, SEBI has mandated Permanent Account
Number (PAN) to be the sole identification number for all participants transacting in the securities market,
irrespective of the amount of the transaction w.e.f. July 2, 2007. Each of the Bidders should mention his/her PAN
allotted under the IT Act. Bid cum Applications without the PAN will be considered incomplete and are liable to be
rejected. It is to be specifically noted that Bidders should not submit the GIR number instead of the PAN, as the Bid
cum Application is liable to be rejected on this ground. Our Company/Registrar to the Offer, Book Running Lead
Manager can, however, accept the Application(s) which PAN is wrongly entered into by ASBA SCSB’s in the
ASBA system, without any fault on the part of Bidder.
Our Company/Registrar to the Offer, Book Running Lead Manager can, however, accept the Application(s) which
PAN is wrongly entered into by ASBA SCSB’s in the ASBA system, without any fault on the part of Bidder.
Investor Grievance
In case of any pre-Offer or post Offer related problems regarding demat credit / refund orders / unblocking etc. the
Investors can contact the Compliance Officer of our Company.
Nomination Facility to Bidders
Nomination facility is available in accordance with the provisions of Section 72 of the Companies Act, 2013. In case
of allotment of the Equity Shares in dematerialized form, there is no need to make a separate nomination as the
nomination registered with the Depository may prevail. For changing nominations, the Bidders should inform their
respective DP.
Submission of Bids
358a. During the Bid / Offer Period, Bidders may approach any of the Designated Intermediaries to register their
Bids.
b. In case of Bidders (excluding NIIs and QIBs) Bidding at cut-off price, the Bidders may instruct the SCSBs to
block Bid Amount based on the Cap Price less Discount (if applicable).
c. For details of the timing on acceptance and upload of Bids in the Stock Exchange platform Bidders are
requested to refer to the RHP.
RIGHT TO REJECT APPLICATIONS
In case of QIB Bidder, the Company in consultation with the Book Running Lead Manager may reject Bid cum
Applications provided that the reasons for rejecting the same shall be provided to such Bidder in writing. In case of
Non- Institutional Investors, Individual Investors who applied, the Company has a right to reject Applications based
on technical grounds. It should be noted that IIs using third party bank account for the payment in the public issue
using UPI facility or using third party UPI ID linked bank account are liable to be rejected.
GROUNDS OF TECHNICAL REJECTIONS
Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds:
• Amount blocked does not tally with the amount payable for the Equity Shares applied for;
• In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no
firm as such shall be entitled to apply;
• Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane persons;
• PAN not mentioned in the Bid cum Application Form;
• Bids at a price less than the Floor Price and Bids at a price more than the Cap Price;
• GIR number furnished instead of PAN;
• Bid for lower number of Equity Shares than specified for that category of investors;
• Bids at Cut-off Price by NIIs and QIBs;
• Bids for number of Equity Shares which are not in multiples Equity Shares which are not in multiples as
specified in the RHP;
• The amounts mentioned in the Bid cum Application Form / Application Form does not tally with the amount
payable for the value of the Equity Shares Bid / Applied for;
• Bids for lower number of Equity Shares than the minimum specified for that category of investors;
• Category not ticked;
• Multiple Bids as defined in the RHP;
• In case of Bids under power of attorney or by limited companies, corporate, trust etc., where relevant
documents are not submitted;
• Bid accompanied by Stock invest / money order / postal order / cash / cheque / demand draft / pay order;
• Signature of sole Bidder is missing;
• Bid cum Application Forms not delivered by the Bidder within the time prescribed as per the Bid cum
Application Forms, Bid / Offer Opening Date advertisement and the RHP and as per the instructions in the
RHP and the Bid cum Application Forms;
• In case no corresponding record is available with the Depositories that matches three parameters namely, names
of the Bidders (including the order of names of joint holders), the Depository Participant’s identity (DP ID)
and the beneficiary’s account numbers.
• Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;
• Bid by OCBs;
• Bids by US persons other than in reliance on Regulation S or “qualified institutional buyers” as defined in Rule
144A under the Securities Act.
• Inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application
Form/Application Form at the time of blocking such Bid Amount in the bank account;
• Bids not uploaded on the terminals of the Stock Exchanges
• Where no confirmation is received from SCSB for blocking of funds;
• Bids by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the
ASBA Account in the Bid cum Application Form / Application Form. Bids not duly signed by the sole / First
Bidder;
• Bids by any persons outside India if not in compliance with applicable foreign and Indian laws;
• Bids that do not comply with the securities laws of their respective jurisdictions are liable to be rejected;
359• Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any
other regulatory authority;
• Bids by persons who are not eligible to acquire Equity Shares of the Company in terms of all applicable laws,
rules, regulations, guidelines, and approvals; and
• Details of ASBA Account not provided in the Bid cum Application form.
For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the relevant section the
GID.
BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN
THE BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION
SYSTEM OF THE STOCK EXCHANGES BY THE BIDS COLLECTING INTERMEDIARIES DO NOT
MATCH WITH PAN, THE DP ID AND CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE,
THE BID CUM APPLICATION FORM IS LIABLE TO BE REJECTED.
BASIS OF ALLOCATION
• The SEBI (ICDR) Regulations specify the allocation or Allotment that may be made to various categories of
Bidders in an Offer depending on compliance with the eligibility conditions. Certain details pertaining to the
percentage of Offer size available for allocation to each category is disclosed overleaf of the Bid cum
Application Form and in the RHP. For details in relation to allocation, the Bidder may refer to the RHP.
• Under-subscription in any category (except QIB Category) is allowed to be met with spill over from any other
category or combination of categories at the discretion of the Issuer in consultation with the BRLM and the
Designated Stock Exchange and in accordance with the SEBI (ICDR) Regulations, Unsubscribed portion in
QIB Category is not available for subscription to other categories.
• In case of under subscription in the Offer, spill-over to the extent of such under- subscription may be permitted
from the Reserved Portion to the Offer. For allocation in the event of an under-subscription applicable to the
Issuer, Bidders may refer to the RHP.
ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT
The Allotment of Equity Shares to Bidders other than Individual Investors and Anchor Investors may be on
proportionate basis. For Basis of Allotment to Anchor Investors, Bidders may refer to Prospectus No Individual
Investor will be Allotted less than the minimum Bid Lot subject to availability of shares in Individual Investor
Category and the remaining available shares, if any will be Allotted on a proportionate basis. The Issuer is required
to receive a minimum subscription of 90% of the Offer. However, in case the Offer is in the nature of Offer for Sale
only, then minimum subscription may not be applicable.
BASIS OF ALLOTMENT
a. For Individual Bidders
Bids received from the Individual Bidders at or above the Offer Price shall be grouped together to determine
the total demand under this category. The Allotment to all the successful Individual Bidders will be made at
the Offer Price.
The Offer size less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment to
Individual Bidders who have Bid in the Offer at a price that is equal to or greater than the Offer Price. If the
aggregate demand in this category is less than or equal to 18,81,600Equity Shares at or above the Offer Price,
full Allotment shall be made to the Individual Bidders to the extent of their valid Bids.
If the aggregate demand in this category is greater than 18,81,600 Equity Shares at or above the Offer Price,
the Allotment shall be made on a proportionate basis
b. For Non-Institutional Bidders
360Bids received from Non-Institutional Bidders at or above the Offer Price shall be grouped together to determine
the total demand under this category. The Allotment to all successful Non- Institutional Bidders will be made
at the Offer Price.
The Offer size less Allotment to QIBs and Individual Investor shall be available for Allotment to Non-
Institutional Bidders who have Bid in the Offer at a price that is equal to or greater than the Offer Price. If the
aggregate demand in this category is less than or equal to 26,88,000 Equity Shares at or above the Offer Price,
full Allotment shall be made to Non-Institutional Bidders to the extent of their demand.
In case the aggregate demand in this category is greater than 26,88,000 Equity Shares at or above the Offer
Price, Allotment shall be made on a proportionate basis
c. For QIBs
For the Basis of Allotment to Anchor Investors, Bidders / Applicants may refer to the SEBI ICDR Regulations
or RHP/ Prospectus. Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above
the Offer Price may be grouped together to determine the total demand under this category. The QIB Category
may be available for Allotment to QIBs who have Bid at a price that is equal to or greater than the Offer Price.
Allotment may be undertaken in the following manner: Allotment shall be undertaken in the following manner:
1. In the first instance allocation to Mutual Funds for 5 % of the QIB Portion shall be determined as follows:
• In the event that Bids by Mutual Fund exceeds 5 % of the QIB Portion, allocation to Mutual Funds shall
be done on a proportionate basis for 5 % of the QIB Portion.
• In the event that the aggregate demand from Mutual Funds is less than 5 % of the QIB Portion then all
Mutual Funds shall get full Allotment to the extent of valid Bids received above Offer Price.
Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for
Allotment to all QIB Bidders as set out in (b) below;
2. In the second instance Allotment to all QIBs shall be determined as follows:
• In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above
the Offer Price shall be allotted Equity Shares on a proportionate basis.
• Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares
Bid for by them, are eligible to receive Equity Shares on a proportionate basis,.
• Under-subscription below 5 % of the QIB Portion, if any, from Mutual Funds, would be included for
allocation to the remaining QIB Bidders on a proportionate basis. The aggregate Allotment to QIB Bidders
shall not be more than 10,75,200 Equity Shares.
d. Allotment to Anchor Investor (If Applicable)
a. Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price will be at the
discretion of the issuer, in consultation with the BRLM, subject to compliance with the following
requirements:
i. not more than 60% of the QIB Portion will be allocated to Anchor Investors;
ii. 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 price at which allocation is
being done to other Anchor Investors; and allocation to Anchor Investors shall be on a
discretionary basis and subject to:
361• a maximum number of two Anchor Investors for allocation up to ₹200.00 lakhs;
• a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors
for allocation of more than ₹200.00 lakhs and up to ₹2500.00 lakhs subject to minimum
allotment of ₹100.00 lakhs per such Anchor Investor; and
• in case of allocation above twenty-five crore rupees; a minimum of 5 such investors and a
maximum of 15 such investors for allocation up to twenty-five crore rupees and an additional
10 such investors for every additional twenty-five crore rupees or part thereof, shall be
permitted, subject to a minimum allotment of one crore rupees per such investor.
b. A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms
received from Anchor Investors. Based on the physical book and at the discretion of the Issuer, in
consultation with the BRLM, selected Anchor Investors will be sent a CAN and if required, a revised
CAN.
c. In the event that the Offer Price is higher than the Anchor Investor Allocation Price:
Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number of
Equity Shares allocated to such Anchor Investor and the pay-in date for payment of the balance amount.
Anchor Investors are then required to pay any additional amounts, being the difference between the Offer
Price and the Anchor Investor Allocation Price, as indicated in the revised CAN within the pay-in date
referred to in the revised CAN. Thereafter, the Allotment Advice will be is to such Anchor Investors.
d. In the event the Offer Price is lower than the Anchor Investor Allocation Price:
Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice.
e. Basis of Allotment for QIBs (other than Anchor Investors) and NIIs in case of Over Subscribed
Offer:
In the event of the Offer Being Over-Subscribed, the issuer may finalise the Basis of Allotment in
consultation with the BSE SME (The Designated Stock Exchange). The allocation may be made in
marketable lots on proportionate basis as set forth hereunder:
a. The total number of Shares to be allocated to each category as a whole shall be arrived at on a
proportionate basis i.e., the total number of Shares applied for in that category multiplied by the
inverse of the oversubscription ratio (number of Bidders in the category multiplied by number of
Shares applied for).
b. The number of Shares to be allocated to the successful Bidders will be arrived at on a proportionate
basis in marketable lots (i.e., Total number of Shares applied for into the inverse of the over
subscription ratio).
c. For Bids where the proportionate allotment works out to less than 400 equity shares the allotment
will be made as follows:
• Each successful Bidder shall be allotted minimum bid quantity; and
• The successful Bidder out of the total bidders for that category shall be determined by draw of
lots in such a manner that the total number of Shares allotted in that category is equal to the
number of Shares worked out as per (2) above.
d. If the proportionate allotment to a Bidder works out to a number that is not a multiple of 400 equity
shares, the Bidder would be allotted Shares by rounding off to the nearest multiple of 400 equity
shares subject to a allotment of minimum bid quantity.
e. If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the
Bidders in that category, the balance available Shares or allocation shall be first adjusted against any
362category, where the allotted Shares are not sufficient for proportionate allotment to the successful
Bidder in that category, the balance Shares, if any, remaining after such adjustment will be added to
the category comprising Bidder applying for the minimum number of Shares. If as a result of the
process of rounding off to the nearest multiple of 400 Equity Shares, results in the actual allotment
being higher than the shares offered, the final allotment may be higher at the sole discretion of the
Board of Directors, up to 110% of the size of the Offer specified under the Capital Structure
mentioned in this Prospectus.
Individual Investor' means an investor who applies for shares of value of more than ₹2.00 lakhs Investors may
note that in case of over subscription allotment shall be on proportionate basis and will be finalized in
consultation with BSE.
The Authorised Signatory of BSE - the Designated Stock Exchange in addition to Book Running Lead Manager
and Registrar to the Public Offer shall be responsible to ensure that the basis of allotment is finalized in a fair
and proper manner in accordance with the SEBI (ICDR) Regulations.
Issuance of Allotment Advice:
1) Upon approval of the Basis of Allotment by the Designated stock exchange, the Registrar shall upload on its
website.
2) On the basis of approved basis of allotment, the Company shall pass necessary corporate action to facilitate the
allotment and credit of equity shares. Bidders are advised to instruct their Depository Participants to accept the
Equity Shares that may be allotted to them pursuant to the Offer. Pursuant to confirmation of such corporate
actions, the Registrar will dispatch Allotment Advice to the Bidders who have been allotted Equity Shares in
the Offer.
3) The dispatch of allotment advice shall be deemed a valid, binding and irrevocable contract.
4) Company will: (i) complete the allotment of the equity shares; and (ii) initiate corporate action for credit of
shares to the successful Bidder’s Depository Account within 2 working days of the Offer Closing date. The
Company also ensures the credit of shares to the successful Bidders Depository Account is completed on the
date of allotment, after the funds are transferred from ASBA Public Offer Account to Public Offer account of
the Company.
5) The Company will issue and dispatch letters of allotment/or letters of regret along with refund order or credit
the allotted securities to the respective beneficiary accounts, if any within a period of 2 working days of the
Offer Closing Date. The Company will intimate the details of allotment of securities to Depository immediately
on allotment of securities under Section 56 of the Companies Act, 2013 or other applicable provisions, if any.
Designated Date:
On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into
Public Offer Account with the Bankers to the Offer.
The Company will issue and dispatch letters of allotment / or letters of regret along with refund order or credit the
allotted securities to the respective beneficiary accounts, if any within a period of 2 working days of the Bid /Offer
Closing Date. The Company will intimate the details of allotment of securities to Depository immediately on
allotment of securities under relevant provisions of the Companies Act, 2013 or other applicable provisions, if any.
Instructions for Completing the Bid Cum Application Form:
The Applications should be submitted on the prescribed Bid Cum Application Form and in BLOCK LETTERS in
ENGLISH only in accordance with the instructions contained herein and in the Bid Cum Application Form.
Applications not so made are liable to be rejected. Applications made using a third-party bank account or using third
party UPI ID linked bank account are liable to be rejected. Bid Cum Application Forms should bear the stamp of the
Designated Intermediaries. ASBA Bid Cum Application Forms, which do not bear the stamp of the Designated
Intermediaries, will be rejected.
363SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for
investors to submit Bid Cum Application Forms in public Offers using the stock broker (broker) network of Stock
Exchanges, who may not be syndicate members in an Offer with effect from January 01, 2013. The list of Broker
Centre is available on the websites of BSE i.e., www.bseindia.com and NSE i.e., www.nseindia.com. With a view
to broad base the reach of Investors by substantial, enhancing the points for submission of applications, SEBI vide
Circular No. CIR/CFD/POLICY CELL/11/2015 dated November 10, 2015 has permitted Registrar to the Offer and
Share Transfer Agent and Depository Participants registered with SEBI to accept the Bid Cum Application Forms
in Public Offer with effect front January 01, 2016.
Bidder’s Depository Account and Bank Details:
Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the Bid
Cum Application Form is mandatory and applications that do not contain such details are liable to be rejected.
Bidders should note that on the basis of name of the Bidders, Depository Participant's name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Bid Cum Application Form as
entered into the Stock Exchange online system, the Registrar to the Offer will obtain front the Depository the
demographic details including address, Bidders bank account details, MICR code and occupation (hereinafter
referred to as 'Demographic Details'). These Demographic Details would be used for all correspondence with the
Bidders including mailing of the Allotment Advice. The Demographic Details given by Bidders in the Bid Cum
Application Form would not be used for any other purpose by the Registrar to the Offer.
By signing the Bid Cum Application Form, the Bidder would be deemed to have authorized the depositories to
provide, upon request, to the Registrar to the Offer, the required Demographic Details as available on its records.
Submission of Bid Cum Application Form:
All Bid Cum Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid
intermediaries shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter
foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application Form,
in physical or electronic mode, respectively.
Communications:
All future communications in connection with Applications made in this Offer should be addressed to the Registrar
to the Offer quoting the full name of the sole or First Bidder, Bid Cum Application Form number, Bidders Depository
Account Details, number of Equity Shares applied for, date of Bid Cum Application Form, name and address of the
Designated Intermediary where the Application was submitted thereof and a copy of the acknowledgement slip.
Investors can contact the Compliance Officer or the Registrar to the Offer in case of any pre-Offer or post Offer
related problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary
accounts, etc.
Disposal of Application and Application Moneys and Interest in Case of Delay:
The Company shall ensure the dispatch of Allotment advice and give benefit to the beneficiary account with
Depository Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (two)
working days of date of Allotment of Equity Shares.
The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and
commencement of trading at BSE SME where the Equity Shares are proposed to be listed are taken within 3 (Three)
working days from Offer Closing Date.
In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the
Company further undertakes that:
1. Allotment and Listing of Equity Shares shall be made within 3 (Three) days of the Offer Closing Date;
2. Giving of Instructions for refund by unblocking of amount via ASBA not later than 2 (two) working days of
the Offer Closing Date, would be ensured; and
364If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our
Company and every officer in default shall, on and from expiry of prescribed time, be liable to repay such application
money, with interest as prescribed under SEBI (ICDR) Regulations, the Companies Act, 2013 and applicable law.
Further, in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may
be punishable with fine and / or imprisonment in such a case.
Right to Reject Applications:
In case of QIB Bidders, the Company in consultation with the BRLM may reject Applications provided that the
reasons for rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional Bidders,
Individual Bidders who applied, the Company has a right to reject Applications based on technical grounds.
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.”
Section 447 of Companies Act, 2013 deals with ‘Fraud’ and prescribed a punishment of imprisonment for a term
which shall not be less than 6 (six) months but which may extend to 10 (ten) years and shall also be liable to fine
which shall not be less than the amount involved in the fraud, but which may extend to 3 (three) times the amount
involved in the fraud (provided that where the fraud involves public interest, such term shall not be less than three
years.) Further, where the fraud involves an amount less than ₹10.00 lakhs or one per cent of the turnover of the
company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be
punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹50.00
lakhs or with both.
Undertakings by Our Company:
We undertake as follows:
1. That the complaints received in respect of the Offer shall be attended expeditiously and satisfactorily;
2. That all steps will be taken for the completion of the necessary formalities for listing and commencement of
trading on Stock Exchange where the Equity Shares are proposed to be listed within three working days from
Offer Closure date.
3. That the funds required for making refunds as per the modes disclosed or dispatch of allotment advice by
registered post or speed post shall be made available to the Registrar and Share Transfer Agent to the Offer by
our Company;
4. Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within two Working Days from the Offer Closing Date, giving
details of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;
5. That our Promoter’s contribution in full has already been brought in;
6. That no further Offer of Equity Shares shall be made till the Equity Shares issued through the Prospectus are
listed or until the Application monies are refunded on account of non-listing, undersubscription etc.;
3657. That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount while
finalizing the Basis of Allotment;
8. If our Company does not proceed with the Offer after the Bid / Offer Opening Date but before allotment, then
the reason thereof shall be given as a public notice to be issued by our Company within two days of the Bid /
Offer Closing Date. The public notice shall be issued in the same newspapers where the Pre- Offer
advertisements were published. The stock exchange on which the Equity Shares are proposed to be listed shall
also be informed promptly;
9. If our Company withdraws the Offer after the Bid / Offer Closing Date, our Company shall be required to file
a fresh Draft Red Herring Prospectus with the Stock exchange / RoC / SEBI, in the event our Company
subsequently decides to proceed with the Offer;
10. 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
Regulations and applicable law for the delayed period.
11. That the Promoters’ contribution in full, if required, shall be brought in advance before Offer opens for
subscription and the balance, if any, shall be brought on a pro rata basis before the calls are made on Bidders
in accordance with applicable provisions under SEBI ICDR Regulations;
12. That funds required for making refunds to unsuccessful Bidders as per the mode(s) disclosed shall be made
available to the Registrar to the Offer by our Company;
13. That adequate arrangements shall be made to collect all Applications Supported by Blocked Amount and to
consider them similar to non-ASBA applications while finalizing the basis of Allotment; and
14. That it shall comply with such disclosure and account norms specified by SEBI from time to time.
Undertaking by the Selling Shareholders:
The Selling Shareholders, specifically undertake and/or confirm the following solely in respect to itself as a Selling
Shareholder and its respective portion of the Offered Shares:
a. it is the legal and beneficial holder and has full title to its respective portion of the Offered Shares;
b. its respective portion of the Offered Shares shall be transferred pursuant to the Offer, free and clear of any
encumbrances;
c. it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services
or otherwise to any Bidder for making a Bid in the Offer, except for fees or commission for services rendered
in relation to the Offer; and
d. it shall not have recourse to the proceeds from the Offer for Sale until receipt by our Company of the final
listing and trading approvals from the Stock Exchange.
Utilization of Offer Proceeds:
The Board of Directors of our Company certifies that:
1. All monies received out of the Offer shall be credited / transferred to a separate bank account other than the
bank account referred to in sub section (3) of Section 40 of the Companies Act 2013;
2. Details of all monies utilized out of the Offer referred above shall be disclosed and continue to be disclosed till
the time any part of the Offer proceeds remains unutilized, under an appropriate head in our balance sheet of
our company indicating the purpose for which such monies have been utilized.
3. Details of all unutilized monies out of the Offer, if any shall be disclosed under the appropriate separate head
in the balance sheet of our company indicating the form in which such unutilized monies have been invested
4. Our Company shall comply with the requirements of SEBI Listing Regulations, 2015 in relation to the
disclosure and monitoring of the utilization of the proceeds of the Offer.
5. Our Company shall not have recourse to the Offer Proceeds until the approval for listing and trading of the
Equity Shares from the Stock Exchange where listing is sought has been received.
3666. The Book Running Lead Manager undertakes that the complaints or comments received in respect of the Offer
shall be attended by our Company expeditiously and satisfactorily.
Equity Shares in Dematerialized Form with NSDL or CDSL:
To enable all shareholders of our Company to have their shareholding in electronic form, the Company has signed
the following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:
a. Tripartite Agreement dated April 4, 2022 between NSDL, our Company and Registrar to the Offer; and
b. Tripartite Agreement dated July 24, 2024 between CDSL, our Company and Registrar to the Offer.
The Company's equity shares bear an International Securities Identification Number INE0LCG01010.
367RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and
Foreign Exchange Management Act, 1999 (FEMA). While the Industrial Policy, 1991 prescribes the limits and the conditions
subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise
manner in which such investment may be made. Under the Industrial Policy, 1991 unless specifically restricted, foreign
investment is freely permitted in all sectors of 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 government bodies
responsible for granting foreign investment approvals are the Reserve Bank of India (“RBI”) and Department for Promotion
of Industry and Internal Trade (“DPIIT”), Ministry of Commerce and Industry, Government of India.
The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment (“FDI”) through
press notes and press releases. The DPIIT, has issued Consolidated FDI Policy Circular of 2020 (“FDI Policy”), which with
effect from October 15, 2020, consolidates and supersedes all previous press notes, press releases and clarifications on FDI
policy issued by the DPIIT that were in force. The Government of India proposes to update the consolidated circular on FDI
policy once every year and therefore, FDI Policy will be valid until the DPIIT issues an updated circular.
FDI for items or activities that cannot be brought in under the automatic route may be brought in through the approval route.
Foreign Investment is allowed up to 100% under automatic route in our Company subject to certain conditions. For further
details, please see the section titled “Key Regulations and Policies” beginning on page 161.
RBI also issues Master Directions - Foreign Investment in India and updates the same from time to time. Presently, FDI in
India is being governed by Master Directions on Foreign Investment No. RBI/FED/2017- 18/60 FED Master Direction No.
11/2017-18 dated January 4, 2018, as updated from time to time by the RBI. In terms of the Master Directions, an Indian
company may issue fresh shares to people resident outside India (who is eligible to make investments in India, for which
eligibility criteria are as prescribed). Such fresh issue of shares shall be subject to inter-alia, the applicable pricing guidelines
prescribed under the Master Directions. The Indian company making such fresh issue of shares would be subject to the
reporting requirements, inter-alia with respect to consideration for issue of shares and also subject to making certain filings
including the filing of Form FC-GPR.
In case of investment in sectors through Government Route, approval from competent authority as mentioned in Chapter 4
of the FDI Policy has to be obtained by the company.
The transfer of shares between an Indian resident to a non-resident does not require the prior approval of the RBI, provided
that:(i) the activities of the investee company are under the automatic route under the FDI Policy and transfer does not attract
the provisions of the Takeover Regulations, (ii) the non-resident shareholding is within the sectoral limits under the FDI
Policy, and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. For details of the aggregate
limit for investments by NRIs and FPIs in our Company, see “Offer Procedure” on page 332
As per the existing policy of the Government of India, OCBs cannot participate in this Offer and in accordance with the
extant FDI guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve bank of India, from time to time.
Investors are advised to confirm their eligibility under the relevant laws before investing and/or subsequent purchase or sale
transaction in the Equity Shares of our Company. Investors will not issue, sell, pledge or transfer the Equity Shares of our
Company to any person who is not eligible under applicable laws, rules, regulations, guidelines. Our Company, the
Underwriters and their respective directors, officers, agents, affiliates and representatives, as applicable, accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our
Company.
Investment conditions/restrictions for overseas entities
Under the current FDI Policy and amendments from time to time thereupon, the maximum amount of Investment (sectoral
cap) by foreign investor in an issuing entity is composite unless it is explicitly provided otherwise including all types of
368foreign investments, direct and indirect, regardless of whether it has been made for FDI, FPI, NRI/OCI, LLPs, FVCI,
Investment Vehicles and DRs under Schedule I, II, III, VI, VII, VIII, IX, X and XI of Foreign Exchange Management (Non-
Debt Instruments) as amended from time to time. Any equity holding by a person resident outside India resulting from
conversion of any debt instrument under any arrangement shall be reckoned as foreign investment.
As per the FDI policy, up to 100% FDI in the paid-up share capital of Company is permitted under the automatic route
however, 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. The total foreign investment, direct and indirect, in the issuing entity will not exceed
the sectoral /statutory cap.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("US
Securities Act") or any other state securities laws in the United States of America and may not be issued, sold or
offered within the United States of America, or to, or for the account or benefit of "US Persons" as defined in
Regulation S of the U.S. Securities Act, except pursuant to exemption from, or in a transaction not subject to, the
registration requirements of US Securities Act and applicable state securities laws.
Accordingly, the equity shares are being offered and sold only outside the United States of America in an offshore
transaction in reliance upon Regulation S under the US Securities Act and the applicable laws of the jurisdiction
where those offers and sale occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be issued or sold, and Application may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Applicants. Our Company and the Book Running Lead Manager are
not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date
of this Prospectus. Applicants are advised to make their independent investigations and ensure that the Applications are not
in violation of laws or regulations applicable to them and do not exceed the applicable limits under the laws and regulations.
369SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of
our Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations, the main provisions of
the Articles of Association of our Company are detailed below:
Preliminary
Subject as hereinafter provided the Regulations contained in ‘Table F' in the Schedule I to the Companies Act, 2013
shall apply to the Company so far as they are applicable to Public Company except so far as they have implied or
expressly modified by what is contained in the Articles mentioned as altered or amended from time to time.
Article Description
No.
Interpretation
I 1 In these regulation:-
(a) “Company” means “Monika Alcobev Limited”
(b) Office” means the Registered office of the company.
(c) “the Act” means the Companies Act, 2013.
(d) “the seal” means the common seal of the company.
(e) “Director” means the director of the company and includes person occupying the position of the
Director by whether names called.
2 Unless the context otherwise requires, words or expressions contained in these regulations shall bear
the same meaning as in the Act or any statutory modification thereof in force at the date at which
these regulations become binding on the company.
Public Company
3 The Company is a Public Company within the meaning of Section 2(71) of the Companies Act 2013.
Public Company means a company which—
(a) is not a private company ;
(b) has a minimum paid-up share capital as may be prescribed:
Provided that a company which is a subsidiary of a company, not being a private company, shall be
deemed to be public company for the purposes of this Act even where such subsidiary
company continues to be a private company in its articles ;
Share Capital and Variation of rights
II 1 The Authorised Share Capital of the Company shall be such amount and be divided into such shares
as may from time to time, be provided in clause V of Memorandum of Association with power to
Board of Directors to reclassify, subdivide, consolidate and increase and with power from time to
time, to issue any shares of the original capital or any new capital with and subject to any
preferential, qualified or special rights, privileges, or conditions may be, thought fit and upon the
sub-division of shares to apportion the right to participate in profits, in any manner as between the
shares resulting from sub-division.
2 (i) Every person whose name is entered as a member in the register of members shall be entitled to
receive within two months after incorporation, in case of subscribers to the memorandum or after
allotment or within one month after the application for the registration of transfer or transmission
or within such other period as the conditions of issue shall be provided, --
(a) one certificate for all his shares without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each
certificate after the first.
370(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the
amount paid-up thereon.
(iii) In respect of any share or shares held jointly by several persons, the company shall not be
bound to issue more than one certificate, and delivery of a certificate for a share to one of several
joint holders shall be sufficient delivery to all such holders
3 (i) 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 new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon
proof thereof to the satisfaction of the company and on execution of such indemnity as the company
deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article
shall be issued on payment of twenty rupees for each certificate.
(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the
company.
4 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 regulations 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.
5 (i) The company may exercise the powers of paying commissions conferred by sub-section (6) of
section 40, provided that the rate per cent or the amount of the commission paid or agreed to be
paid shall be disclosed in the manner required by that section and rules made thereunder
(ii)The rate or amount of the commission shall not exceed the rate or amount prescribed in rules
made under sub-section (6) of section 40.
(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly
paid shares or partly in the one way and partly in the other.
6 (i) If at any time the share capital is divided into different classes of shares, the rights attached to
any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject
to the provisions of section 48, and whether or not the company is being wound up, be varied with
the consent in writing of the holders of three-fourths 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 regulations relating to general meetings
shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding
at least one-third of the issued shares of the class in question.
7 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
8 Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary
resolution, 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
Lien
9 (i) The company shall have a first and paramount lien --
(a) on every share (not being a fully paid share), for all monies (whether presently payable or not)
called, or payable at a fixed time, in respect of that share; and
(b) on all shares (not being fully paid shares) standing registered in the name of a single person,
for all monies presently payable by him or his estate to the company; The fully paid shares will be
free from all lien, while in the case of partly paid shares, the company’s lien, if any, will be
restricted to moneys called or payable at a fixed time in respect of such shares.
Provided that the Board of directors may at any time declare any share to be wholly or in part
exempt from the provisions of this clause.
371(ii) The company's lien, if any, on a share shall extend to all dividends payable and bonuses
declared from time to time in respect of such shares.
10 The company may sell, in such manner as the Board thinks fit, any shares on which the company
has a lien:
Provided that no sale shall be made -
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen 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.
11 (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.
12 (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
13 (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 one-fourth of the nominal value of the share or be payable at less
than one month from the date fixed for the payment of the last preceding call.
(ii) Each member shall, subject to receiving at least 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.
(iv) The option or right to call of shares shall not be given to any person except
with the sanction of the Company in general meeting.
14 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 instalments.
15 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
16 (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 ten per cent 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.
17 (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 regulations, 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 regulations as to
payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified.
18 The Board --
(a) 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; and
(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 not exceeding, unless the company in general
372meeting shall otherwise direct, twelve per cent per annum, as may be agreed upon between the
Board and the member paying the sum in advance but shall not entitle the holder of the share to
participate in respect thereof, in a dividend subsequently declared
Dematerialization of Securities
19 Subject to the provisions of the Act and rules made thereunder the Company may offer its Members
facility to hold Securities issued by it in dematerialized form and will offer the Securities for
subscription in dematerialized form. Notwithstanding anything contained herein, the Company
shall be entitled to treat the person whose names appear in the Register of Members as a holder of
any Share / Securities or whose names appear as beneficial owners of Shares/Securities in the
records of the Depository, as the absolute owner thereof and accordingly shall not (except as
ordered by a Court of competent jurisdiction or as required by law) be bound to recognize any
benami trust or equity or equitable contingent or other claim to or interest in such Share / Security
on the part of any other person whether or not it shall have express or implied notice thereof.
Transfer of shares
20 (i) The company shall use a common form of transfer. The instrument of transfer of any share in
the company shall be executed by or on behalf of both the transferor and transferee.
(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee
is entered in the register of members in respect thereof.
21 The Board may, subject to the right of appeal conferred by section 58 decline to register --
(a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve;
or
(b) any transfer of shares on which the company has a lien.
22 The Board may decline to recognise 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.
23 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.
Transmission of shares
24 (i) 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 recognised by the company as having any title to his interest in the shares
(ii) Nothing in clause (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.
25 (i) 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.
(ii) 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.
26 (i) 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.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing
a transfer of the share.
373(iii) 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.
27 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.
Forfeiture of shares
28 If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof,
the Board may, at any time thereafter during such time as any part of the call or instalment remains
unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid,
together with any interest which may have accrued.
29 The notice aforesaid shall --
(a) name a further day (not being earlier than the expiry of fourteen days from the date of service
of the notice) on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of
which the call was made shall be liable to be forfeited.
30 If the requirements of any such notice as aforesaid are not complied with, any share in respect of
which the notice has been given may, at any time thereafter, before the payment required by the
notice has been made, be forfeited by a resolution of the Board to that effect.
31 (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the
Board thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such
terms as it thinks fit.
32 (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited
shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies
which, at the date of forfeiture, were presently payable by him to the company in respect of the
shares.
(ii) The liability of such person shall cease if and when the company shall have received payment
in full of all such monies in respect of the shares.
33 (i) A duly verified declaration in writing that the declarant is a director, the manager or the
secretary, of the company, and that a share in the company has been duly forfeited on a date stated
in the declaration, shall be conclusive evidence of the facts therein stated as against all persons
claiming to be entitled to the share;
(ii) The company may receive the consideration, if any, given for the share on any sale or disposal
thereof and may execute a transfer of the share in favour of the person to whom the share is sold
or disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor
shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference
to the forfeiture, sale or disposal of the share.
34 The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any
sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account
of the nominal value of the share or by way of premium, as if the same had been payable by virtue
of a call duly made and notified.
374Alteration of capital
35 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.
36 Subject to the provisions of section 61, the company may, by ordinary resolution, --
(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-
up shares of any denomination;
(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum;
(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or
agreed to be taken by any person.
37 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 regulations 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.
(c) such of the regulations of the company as are applicable to paid-up shares shall apply to stock
and the words “share” and “shareholder” in those regulations shall include “stock” and “stock-
holder” respectively
38 The company may, by special resolution, reduce in any manner and with, and subject to, any
incident authorised and consent required by law, --
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
Capitalisation of profits
39 (i) The company in general meeting may, upon the recommendation of the Board, resolve --
(a) that it is desirable to capitalise any part of the amount for the time being standing to the credit
of any of the company's reserve accounts, or to the credit of the, profit and loss account, or
otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in clause (ii)
amongst the members who would have been entitled thereto, if distributed by way of dividend and
in the same proportions.
(ii) 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 --
(A) paying up any amounts for the time being unpaid on any shares held by such members
respectively;
(B) 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;
(C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);
(D) A securities premium account and a capital redemption reserve account may, for the purposes
of this regulation, be applied in the paying up of unissued shares to be issued to members of the
company as fully paid bonus shares;
375(E) The Board shall give effect to the resolution passed by the company in pursuance of this
regulation.
40 (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall --
(a) make all appropriations and applications of the undivided profits resolved to be capitalised
thereby, and all allotments and issues of fully paid shares if any; and
(b) generally do all acts and things required to give effect thereto.
(ii) The Board shall have power --
(a) 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 fractions; and
(b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement
with the company providing for the allotment to them respectively, credited as fully paid-up, of
any further shares to which they may be entitled upon such capitalisation, or as the case may
require, for the payment by the company on their behalf, by the application thereto of their
respective proportions of profits resolved to be capitalised, of the amount or any part of the amounts
remaining unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such members.
A company may issue fully paid-up bonus shares to its members, in any manner whatsoever, out
of (a) its free reserves; (b)the securities premium account; or (c) the capital redemption reserve
account: Provided that no issue of bonus shares shall be made by capitalizing reserves created by
the revaluation of assets.
Buy-back of shares
41 Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to
70 and any other applicable provision of the Act or any other law for the time being in force, the
company may purchase its own shares or other specified securities.
General meetings
42 All general meetings other than annual general meeting shall be called extraordinary general
meeting.
43 (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are
not within India, any director or any two members 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.
Proceedings at general meetings
44 (i) 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.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in
section 103.
45 The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the
company.
46 If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed
for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present
shall elect one of their members to be Chairperson of the meeting.
47 If at any meeting no director is willing to act as Chairperson or if no director is present within
fifteen minutes after the time appointed for holding the meeting, the members present shall choose
one of their members to be Chairperson of the meeting.
Adjournment of meeting
48 (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.
376(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.
Voting rights
49 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.
50 A member may exercise his vote at a meeting by electronic means in accordance with section 108
and shall vote only once
51 (i) 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.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the
register of members.
52 A member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or
other legal guardian, and any such committee or guardian may, on a poll, vote by proxy.
53 No member shall be entitled to vote at any general meeting unless all calls or other sums presently
payable by him in respect of shares in the company have been paid
54 (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given or tendered, and every vote not disallowed at such
meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose
decision shall be final and conclusive.
Proxy
55 The instrument appointing a proxy and the power-of-attorney or other authority, if any, under
which it is signed or a notarised copy of that power or authority, shall be deposited at the registered
office of the company not less than 48 hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not
less than 24 hours before the time appointed for the taking of the poll; and in default the instrument
of proxy shall not be treated as valid.
56 An instrument appointing a proxy shall be in the form as prescribed in the rules made under section
105
57 A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding
the previous death or insanity of the principal or the revocation of the proxy or of the authority
under which the proxy was executed, or the transfer of the shares in respect of which the proxy is
given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have
been received by the company at its office before the commencement of the meeting or adjourned
meeting at which the proxy is used.
Board of Directors
58 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.
First Directors of the Company are:
1. Mr. Bhimji Nanji Patel;
2. Mr. Kunal Bhimji Patel;
3. Mrs. Dhara Kunal Patel.
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 of Directors or any committee thereof or
general meetings of the company; or
377(b) in connection with the business of the company.
60 The Board may pay all expenses incurred in getting up and registering the company.
61 The company may exercise the powers conferred on it by section 88 with regard to the keeping of
a foreign register; and the Board may (subject to the provisions of that section) make and vary such
regulations as it may thinks fit respecting the keeping of any such register.
62 All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments,
and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or
otherwise executed, as the case may be, by such person and in such manner as the Board shall from
time to time by resolution determine
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 (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time
to time, to appoint a person as an additional director, provided the number of the directors and
additional directors together shall not at any time exceed the maximum strength fixed for the Board
by the articles.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the
company but shall be eligible for appointment by the company as a director at that meeting subject
to the provisions of the Act.
(iii) Subject to the applicable provisions of the Act, the number of Directors of the Company shall
not be less than 3 (three) and not more than 15 (fifteen). However, the Company may at any time
appoint more than 15 (fifteen) directors as per the provisions of the Act.
Proceedings of the Board
65 (i) The Board of Directors 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 on the requisition of a director shall, at any time,
summon a meeting of the Board.
66 (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board
shall be decided by a majority of votes.
(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or
casting vote.
67 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.
68 (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 five
minutes after the time appointed for holding the meeting, the directors present may choose one of
their number to be Chairperson of the meeting.
69 (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.
70 (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 five
minutes after the time appointed for holding the meeting, the members present may choose one of
their members to be Chairperson of the meeting.
71 (i) A committee may meet and adjourn as it thinks fit.
378(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of
the members present, and in case of an equality of votes, the Chairperson shall have a second or
casting vote.
72 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.
73 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.
Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
74 Subject to the provisions of the Act, --
(i) A chief executive officer, manager, company secretary or chief financial officer may be
appointed by the Board for such term, at such remuneration and upon such conditions as it may
thinks fit; and any chief executive officer, manager, company secretary or chief financial officer
so appointed may be removed by means of a resolution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary or chief
financial officer
75 A provision of the Act or these regulations requiring or authorising a thing to be done by or to a
director and chief executive officer, manager, company secretary or chief financial officer shall not
be satisfied by its being done by or to the same person acting both as director and as, or in place
of, chief executive officer, manager, company secretary or chief financial officer.
The Seal
76 (i) The Board shall provide for the safe custody of the seal.
(ii) The seal of the company shall not be affixed to any instrument except by the authority of a
resolution of the Board or of a committee of the Board authorised by it in that behalf, and except
in the presence of at least two directors and of the secretary or such other person as the Board may
appoint for the purpose; and those two directors and the secretary or other person aforesaid shall
sign every instrument to which the seal of the company is so affixed in their presence.
Dividends and Reserve
77 The company in general meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.
78 Subject to the provisions of section 123, 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.
79 (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
80 (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.
379(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the
purposes of this regulation as paid on the share.
(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.
81 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.
82 (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.
83 Any one of 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.
84 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.
85 No dividend shall bear interest against the company.
86 No unclaimed Dividend shall be forfeited before the claim becomes barred by law, and unclaimed
dividends shall be dealt with in accordance with the applicable provision of the Act.
Accounts
87 (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 authorised by the Board or by the company
in general meeting.
Secrecy Clause
88 Subject to the provisions of the Act, no member shall be entitled to require discovery of any
information respecting any detail of the Company’s trading or any matter in the nature of a trade
secret, mystery of trade or secret process which may relate to the conduct of the business of the
Company and which in the opinion of the Board of Directors it may be inexpedient in the interest
of the Company to communicate to the public.
Borrowing powers
89 The Board may from time to time for the purpose of the Company's business raise or borrow or
secure the payment of any sum or sums exceeding paid up capital and free reserves in addition to
temporary loans if any obtained from the Company's bankers as they in their discretion deem fit
and proper with such approval from the members. Any such money may be raised or the payment
or repayment of thereof may be secured in such manner and upon such terms and conditions in all
respect as the Board may think fit by promissory notes or by opening loan or current accounts or
by receiving deposits and advances at interest with or without security or otherwise and in
particular by the issue of bonds perpetual or redeemable debentures stocks of the Company charged
upon all or any part of the property of the Company both present and future including its uncalled
capital for the time being or by mortgaging or charging or pledging any lands buildings machinery
plant goods or other property and securities of the Company or by other means as the Board deems
expedient.
380Winding up
90 Subject to the provisions of Chapter XX of the Act and rules made thereunder
(i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution
of the company and any other sanction required by the Act, divide amongst the members, in specie
or kind, the whole or any part of the assets of the company, whether they shall consist of property
of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair 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
91 Every officer of the company shall be indemnified out of the assets of the company against any
liability incurred by him in defending any proceedings, whether civil or criminal, in which
judgment is given in his favour or in which he is acquitted or in which relief is granted to him by
the court or the Tribunal.
Others
92 Where in the Act, Rules, it has been provided that the company shall have any right, privilege or
that the company could carry out any transaction only if the Company is so authorized by its
Articles, then and in that case this Article hereby authorizes and empowers the company to have
such rights, privileges or authority as to such transaction as have been permitted by the Act and
authorizes the company to carry out the transaction, subject to the approval of the Board of
Directors of the company without there being any specific regulation in that behalf herein provided
and as an illustration of such rights, privileges, authorities and transaction the following are set out
with relevant Sections:
Section 51 ~ Payment of dividend in proportion to amount paid-up on each share;
Section 55 ~ Issue and redemption of preference shares;
Section 61 ~ Power to alter its share capital;
Section 62 ~ Further Issue of Share Capital;
Section 63 ~ Authority to issue fully paid up bonus shares;
Section 68 ~ Power to purchase its own securities;
Section 71 ~ Issue of Debentures
Section 73 ~ Prohibition on Acceptance of Deposits from Public
Section 161 ~ Appointment of additional director, alternate director and nominee director.
Section 54 ~ Issue of sweat equity shares.
381SECTION IX – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts which have been entered or are to be entered into by our
Company (not being contracts entered into in the ordinary course of business carried on by our Company or contracts
entered into more than two years before the date of this Prospectus) which are or may be deemed material, will be
attached to the copy of the Prospectus which will be delivered to the RoC for filing and are also available at the
following weblink www.monikaalcobev.com. Copies of the abovementioned contracts and also the documents for
inspection referred to hereunder, may be inspected at our Registered Office between 10:00 a.m. to 05:00 p.m. on all
Working Days from the date of the Prospectus until the Bid / Offer Closing Date (except for such agreements
executed after the Bid / Offer Closing Date).
A. Material Contracts
1. Offer Agreement dated April 10, 2025, entered amongst our Company, the Selling Shareholders and the Book
Running Lead Manager.
2. Registrar Agreement dated April 10, 2025, entered amongst our Company, the Selling Shareholders and the
Registrar to the Offer.
3. Underwriting Agreement dated June 9, 2025 entered amongst our Company and the Underwriter.
4. Market Making Agreement dated June 9, 2025 entered into amongst our Company, the Market Maker and the
Book Running Lead Manager.
5. Escrow and Sponsor Bank Agreement dated July 7, 2025 amongst our Company, the Selling Shareholders, the
Book Running Lead Manager, Escrow Collection Banks, Sponsor Bank, Refund Bank and the Registrar to the
Offer.
6. Share Escrow Agreement dated July 2, 2025 entered into between our Company, the Selling Shareholders and
the Share Escrow Agent.
7. Tripartite agreement dated July 24, 2024 amongst our Company, CDSL and the Registrar to the Offer.
8. Tripartite agreement dated April 4, 2022 amongst our Company, NSDL and the Registrar to the Offer.
9. Monitoring Agency Agreement dated July 2, 2025 between our Company and the Monitoring Agency.
10. Syndicate Agreement dated July 2, 2025 amongst our Company, the Selling Shareholders, the Book Running
Lead Manager and Syndicate Member
B. Material Documents
1. Certified copies of MoA and AoA, updated from time to time.
2. Certificate of incorporation dated January 17, 2022 issued to our Company by the Registrar of Companies,
Central Processing Centre in the name of ‘Monika Alcobev Limited’.
3. Resolutions of the Board of Directors and Shareholder dated March 12, 2025 and March 17, 2025, respectively
in relation to the Issue and other related matters.
3824. Resolution of the Board of Directors dated April 10, 2025 approving the Draft Red Herring Prospectus, July
08, 2025 approving the Red Herring Prospectus and July 18, 2025 approving the Prospectus
5. Resolution of the IPO Committee dated April 14, 2025 approving the Draft Red Herring Prospectus,
6. Resolution dated March 12, 2025, passed by the Board taking on record the participation of the Selling
Shareholders in the Offer for Sale and other matters
7. Consent letters of the Selling Shareholders for participation in the Offer for Sale, as detailed in “The Offer” on
March 12, 2025.
8. Copies of Audited Financial Statements of our Company for Fiscals 2025, 2024, and 2023.
9. Report on Statement of Special Tax Benefits available to our Company and the Shareholders, dated July 08,
2025 issued by the Statutory Auditors, namely, M/s. Shah Gupta & Co., Chartered Accountants
10. Independent Auditor’s Examination Report dated July 08, 2025 issued by the Statutory Auditors, namely, M/s.
Shah Gupta and Co., Chartered Accountants on the Restated Financial Information of our Company for the
financial years 2025, 2024, and 2023.
11. Consents of our Directors, our Company Secretary and Compliance Officer, Chief Financial Officer, Statutory
Auditor, the BRLM, Legal Advisor to the Offer, the Registrar to the Offer, Banker to our Company, Banker to
our Offer, Market Maker and Underwriter to include their names in this Prospectus and to acting their
respective capacity.
12. Consent letter dated June 30, 2025 from Technopak Advisors Private Limited with respect to Industry Report
titled “Industry Report on Wine and Spirits Market in India”.
13. Industry Report titled “Industry Report on Wine and Spirits Market in India” dated June 30, 2025, prepared
and issued by Technopak Advisors Private Limited and commissioned for an agreed fee, exclusively for the
purpose of this Offer.
14. Certificate dated July 08, 2025 from M/s. Shah Gupta and Co., Chartered Accountant, Statutory Auditors,
certifying the KPIs of our Company
15. Resolution of the Audit Committee dated July 08, 2025 approving the KPI’s.
16. Certificate on Working Capital dated July 08, 2025 issued by M/s. Shah Gupta and Co., Chartered Accountant,
Statutory Auditors.
17. Copies of annual reports of our Company for the preceding three Fiscals i.e., Fiscals 2025, 2024 and 2023.
18. Due Diligence Certificate dated April 14, 2025 addressed to BSE from the Book Running Lead Manager.
19. In principle listing approval letter dated June 9, 2025 issued by BSE.
20. Site visit report dated April 10, 2025 issued by the Book Running Lead Manager.
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so,
required in the interest of our Company or if required by the other parties, without notice to the Shareholders subject
to compliance of the provisions contained in the Companies Act and other relevant statutes.
383DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations or rules
issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India
(“SEBI”), established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made
in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Contracts (Regulation) Act,
1956, as amended, the Securities and Contracts (Regulation) Rules, 1957, as amended, the Securities and Exchange Board
of India Act, 1992, as amended, or rules made or guidelines or regulations issued there under, as the case may be. I further
certify that all statements in this Prospectus are true and correct.
SIGNED BY
Sd/-
_____________
Kunal Bhimji Patel
Managing Director
Place: Mumbai
Date: July 18, 2025
384DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations or rules
issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India
(“SEBI”), established under Section 3 of the SEBI Act, as amended as the case may be, have been complied with and no
statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Contracts
(Regulation) Act, 1956, as amended, the Securities and Contracts (Regulation) Rules, 1957, as amended, the Securities and
Exchange Board of India Act, 1992, as amended, or rules made or guidelines or regulations issued there under, as the case
may be. I further certify that all statements in this Prospectus are true and correct.
SIGNED BY
Sd/-
Bhimji Nanji Patel
Chairman and Whole Time Director
Place: Mumbai
Date: July 18, 2025
385DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations or rules
issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India
(“SEBI”), established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made
in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Contracts (Regulation) Act,
1956, as amended, the Securities and Contracts (Regulation) Rules, 1957, as amended, the Securities and Exchange Board
of India Act, 1992, as amended, or rules made or guidelines or regulations issued there under, as the case may be. I further
certify that all statements in this Prospectus are true and correct.
SIGNED BY
Sd/-
Prasannakumar Baliram Gawde
Independent Director
Place: Mumbai
Date: July 18, 2025
386DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations or rules
issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India
(“SEBI”), established under Section 3 of the SEBI act, as amended, as the case may be, have been complied with and no
statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Contracts
(Regulation) Act, 1956, as amended, the Securities and Contracts (Regulation) Rules, 1957, as amended, the Securities and
Exchange Board of India Act, 1992, as amended, or rules made or guidelines or regulations issued there under, as the case
may be. I further certify that all statements in this Prospectus are true and correct.
SIGNED BY
Sd/-
Nayan Jagdishchandra Rawal
Independent Director
Place: Mumbai
Date: July 18, 2025
387DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations or rules
issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India
(“SEBI”), established under Section 3 of the SEBI Act, as amended, as the case may be, have been complied with and no
statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Contracts
(Regulation) Act, 1956, as amended, the Securities and Contracts (Regulation) Rules, 1957, as amended, the Securities and
Exchange Board of India Act, 1992, as amended, or rules made or guidelines or regulations issued there under, as the case
may be. I further certify that all statements in this Prospectus are true and correct.
SIGNED BY
Sd/-
Jagruti Prashant Sheth
Independent Director
Place: Mumbai
Date: July 18, 2025
388DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations or rules
issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India
(“SEBI”), established under Section 3 of the SEBI Act, as amended, as the case may be, have been complied with and no
statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Contracts
(Regulation) Act, 1956, as amended, the Securities and Contracts (Regulation) Rules, 1957, as amended, the Securities and
Exchange Board of India Act, 1992, as amended, or rules made or guidelines or regulations issued there under, as the case
may be. I further certify that all statements in this Prospectus are true and correct.
SIGNED BY
Sd/-
Ashish Manubhai Mandaliya
Chief Financial Officer
Place: Mumbai
Date: July 18, 2025
389DECLARATION BY THE SELLING SHAREHOLDER
I, Chiragkumar Jayantilal Patel on behalf of Rhetan Estate Private Limited, hereby confirm that all statements, disclosures
and undertakings specifically made or confirmed by me on behalf of Rhetan Estate Private Limited in this Prospectus in re-
lation to Rhetan Estate Private Limited, as the Selling Shareholder and its Offered Shares, are true and correct. Rhetan
Estate Private Limited assume no responsibility for any other statements, disclosures and undertakings including any of the
statements made by or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in
this Prospectus.
SIGNED BY
Sd/-
Chiragkumar Jayantilal Patel
A uthorised Signatory
Place: Mumbai
Date: July 18, 2025
390DECLARATION BY THE SELLING SHAREHOLDER
I, Deven Mahendrakumar Shah, hereby confirm that all statements, disclosures and undertakings specifically made or con-
firmed by me in this Prospectus in relation to myself, as the Selling Shareholder and its Offered Shares, are true and cor-
rect. I assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements
made by or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this
Prospectus.
SIGNED BY
Sd/-
Deven Mahendrakumar Shah
Place: Mumbai
Date: July 18, 2025
391