Purple Style Labs Limited

DRAFT RED HERRING PROSPECTUS Dated: September 22, 2025 Please read Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing of the RHP with the RoC) 100% Book Built Issue (Please scan this QR code to view the DRHP) PURPLE STYLE LABS LIMITED Corporate Identity Number: U18204MH2015PLC267215 REGISTERED AND CORPORATE OFFICE CONTACT PERSON EMAIL AND WEBSITE TELEPHONE CTS No. 1081, Plot no. 110, TPS Village, Service Road, Gulshan Mumtaz Khan Email: investor.relations www.purplestylelabs.com Western Express Highway, Vile Parle East, Mumbai 400 (Company Secretary @purplestylelabs.com 0 57, Maharashtra, India and Compliance Officer) Tel: +91 22 5033 3600 OUR PROMOTER: ABHISHEK AGARWAL DETAILS OF THE ISSUE TO THE PUBLIC TYPE FRESH ISSUE SIZE OF THE TOTAL ISSUE ELIGIBILITY AND RESERVATIONS SIZE(1) OFFER FOR SIZE(1) SALE Fresh Issue Up to [●] equity Not applicable Up to [●] equity The Issue is being made in terms of Regulation 6(2) of the shares of face shares of face Securities and Exchange Board of India (Issue of Capital and value ₹10 each value ₹10 each Disclosure Requirements) Regulations, 2018, as amended aggregating up aggregating up (“SEBI ICDR Regulations”) for not fulfilling the requirements to ₹6,600.00 to ₹6,600.00 under Regulation 6(1)(b) of SEBI ICDR Regulations. For further million million details, see “Other Regulatory and Statutory Disclosures – Eligibility for the Issue” on page 355. For details in relation to share reservation among Qualified Institutional Buyers, Non- Institutional Bidders and Retail Individual Bidders, see “Issue Structure” beginning on page 374. RISKS IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of our Company, so there has been no formal market for the Equity Shares. The face value of each equity share is ₹10. The Floor Price, Cap Price and Issue Price, determined by our Company in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations, and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Issue Price” beginning on page 113, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Bidders are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, Bidders must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have neither been recommended, nor approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the Bidders is invited to “Risk Factors” beginning on page 24. COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares that will be issued through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges, namely BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE” and together with BSE, the “Stock Exchanges”). For the purposes of the Issue, the Designated Stock Exchange shall be [●]. DETAILS OF BOOK RUNNING LEAD MANAGERS NAME OF THE BRLM AND LOGO CONTACT PERSON EMAIL AND TELEPHONE E-mail: psl.ipo@axiscap.in Mayuri Arya / Jigar Jain Tel: +91 22 4325 2183 Axis Capital LimitedE-mail: psl.ipo@iiflcap.com Yogesh Malpani / Pawan Kumar Jain Tel: +91 22 4646 4728 IIFL Capital Services Limited (formerly known as IIFL Securities Limited) REGISTRAR TO THE ISSUE Name of the Registrar Contact person E-mail and Telephone Kfin Technologies Limited M Murali Krishna E-mail: purplestyle.ipo@kfintech.com Tel: +91 40 6716 2222 BID/ISSUE PROGRAMME ANCHOR INVESTOR BID/ [●](2) BID/ ISSUE [●] BID/ ISSUE [●](3)(4) OFFER PERIOD OPENS OPENS ON CLOSES ON AND CLOSES ON (1) Our Company, in consultation with the Book Running Lead Managers, may consider a pre-IPO placement of specified securities aggregating up to ₹1,300.00 million, as may be permitted under applicable law, at our discretion, prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable laws. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. (2) Our Company, in consultation with the Book Running Lead Managers and subject to applicable law, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date. (3) Our Company, in consultation with the Book Running Lead Managers and subject to applicable law, may consider closing the Bid/ Issue Period for QIBs one Working Day prior to the Bid/ Issue Closing Date, in accordance with the SEBI ICDR Regulations. (4) The UPI mandate end time and date shall be at 5.00 p.m. on the Bid/Issue Closing Date.DRAFT RED HERRING PROSPECTUS Dated: September 22, 2025 Please read Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing of the RHP with the RoC) 100% Book Built Issue PURPLE STYLE LABS LIMITED Our Company was incorporated as ‘Purple Style Labs Private Limited’ at Mumbai, Maharashtra as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated August 6, 2015 issued by the Deputy Registrar of Companies, Maharashtra at Mumbai. Subsequently, our Company was converted to a public limited company and the name of our Company changed to ‘Purple Style Labs Limited’ pursuant to a Board resolution dated October 23, 2023 and Shareholders’ resolution dated November 21, 2023, and a fresh certificate of incorporation dated December 13, 2023 was issued by the by the Registrar of Companies, Maharashtra at Mumbai (“RoC”). For further details, see “History and Certain Corporate Matters – Brief history of our Company” on page 205. Registered and Corporate Office: CTS No. 1081, Plot no. 110, TPS Village, Service Road, Western Express Highway, Vile Parle East, Mumbai 400 057, Maharashtra, India Tel: +91 22 5033 3600; Website: www.purplestylelabs.com; Contact person: Gulshan Mumtaz Khan, Company Secretary and Compliance Officer E-mail: investor.relations@purplestylelabs.com; Corporate Identity Number: U18204MH2015PLC267215 OUR PROMOTER: ABHISHEK AGARWAL INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“EQUITY SHARES”) OF PURPLE STYLE LABS LIMITED (OUR “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UP TO ₹6,600.00 MILLION (THE “ISSUE”) COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹6,600.00 MILLION (THE “FRESH ISSUE”). OUR COMPANY, IN CONSULTATION WITH THE BRLMS, MAY CONSIDER A PRE-IPO PLACEMENT OF SPECIFIED SECURITIES AGGREGATING UP TO ₹1,300.00 MILLION, AS MAY BE PERMITTED UNDER APPLICABLE LAW, PRIOR TO FILING OF THE RED HERRING PROSPECTUS WITH THE ROC. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS. IF THE PRE-IPO PLACEMENT IS COMPLETED, THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS AMENDED. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO THE COMPLETION OF THE ISSUE, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE ISSUE OR THE ISSUE MAY BE SUCCESSFUL AND WILL RESULT INTO LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF THE RED HERRING PROSPECTUS AND THE PROSPECTUS. THE ISSUE SHALL CONSTITUTE [●]% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF EQUITY SHARES IS ₹10 EACH. THE ISSUE PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT SHALL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF [●], AN ENGLISH NATIONAL DAILY NEWSPAPER, ALL EDITIONS OF [●], A HINDI NATIONAL DAILY NEWSPAPER AND [●] EDITION OF [●], A MARATHI DAILY NEWSPAPER (MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS. In case of any revision in the Price Band, the Bid/ Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/ Issue Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company, may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid/ Issue Period for a minimum of one Working Day, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to the Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor Bank(s), as applicable. This is an Issue in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. This Issue is being made through the Book Building Process in compliance with Regulation 6(2) of the SEBI ICDR Regulations wherein not less than 75% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”) provided that our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the 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 QIBs (other than Anchor Investors) including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Issue shall be available for allocation to NIBs of which (a) one third portion shall be reserved for Bidders with application size of more than ₹0.20 million and up to ₹1.00 million; and (b) two-thirds of the portion shall be reserved for Bidders with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of such sub-categories may be allocated to Bidders in other sub-category of the NIBs in accordance with SEBI ICDR Regulations, subject to valid Bids being received above the Issue Price and not more than 10% of the Issue shall be available for allocation to Retail Individual Bidders (“RIB”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. All Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA accounts and UPI ID (in case of UPI Bidders (defined herein) using the UPI Mechanism), in which case the corresponding Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as applicable to participate in the Issue. Anchor Investors are not permitted to participate in the Anchor Investor Portion of the Issue through the ASBA process. For details, see “Issue Procedure” beginning on page 377. RISKS IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of our Company, so there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹10 each. The Floor Price and Cap Price, determined by our Company, in consultation with the BRLMs, and the Issue Price determined by our Company, in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Issue Price” beginning on page 113, in accordance with the SEBI ICDR Regulations, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 24. COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares that will be issued through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be delivered to the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/ Issue Closing Date, see “Material Contracts and Documents for Inspection” beginning on page 412. BOOK RUNNING LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE Axis Capital Limited IIFL Capital Services Limited (formerly known as IIFL Securities KFin Technologies Limited 1st Floor, Axis House Limited) 301, The Centrium, 3rd Floor Pandurang Budhkar Marg 24th Floor, One Lodha Place, Senapati Bapat Marg 57, Lal Bahadur Shastri Road Worli, Mumbai 400 025 Lower Parel (West), Mumbai 400 013 Nav Pada, Kurla (West), Mumbai 400 070 Maharashtra, India Maharashtra, India Maharashtra, India Tel: +91 22 4325 2183 Tel: +91 22 4646 4728 Tel: +91 40 67162222 E-mail: psl.ipo@axiscap.in E-mail:psl.ipo@iiflcap.com E-mail: purplestyle.ipo@kfintech.com Website: www.axiscapital.co.in Investor Grievance E-mail: ig.ib@iiflcap.com Website: www.kfintech.com Investor Grievance ID: complaints@axiscap.in Website: www.iiflcap.com Investor Grievance ID: einward.ris@kfintech.com Contact Person: Mayuri Arya / Jigar Jain Contact Person: Yogesh Malpani / Pawan Kumar Jain Contact Person: M Murali Krishna SEBI Registration Number: INM000012029 SEBI Registration Number: INM000010940 SEBI Registration Number: INR000000221 BID/ ISSUE PERIOD ANCHOR INVESTOR BID/ OFFER [●](1) BID/ ISSUE OPENS ON [●] BID/ ISSUE CLOSES ON [●](2)(3) PERIOD OPENS AND CLOSES ON(1) (1) Our Company, in consultation with the BRLMs and subject to applicable law, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date. (2) Our Company, in consultation with the BRLMs and subject to applicable law, may consider closing the Bid/ Issue Period for QIBs one Working Day prior to the Bid/ Issue Closing Date in accordance with the SEBI ICDR Regulations (3) The UPI mandate end time and date shall be at 5.00 p.m. on the Bid/Issue Closing Date.(This page has been intentionally left blank)TABLE OF CONTENTS SECTION I: GENERAL ........................................................................................................................................................... 1 DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 1 ISSUE DOCUMENT SUMMARY ....................................................................................................................................... 12 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION ..................................................................................................................................... 20 FORWARD-LOOKING STATEMENTS ............................................................................................................................. 23 SECTION II: RISK FACTORS ............................................................................................................................................. 24 SECTION III: INTRODUCTION .......................................................................................................................................... 58 THE ISSUE ............................................................................................................................................................................ 58 SUMMARY OF FINANCIAL INFORMATION .................................................................................................................. 59 GENERAL INFORMATION ................................................................................................................................................ 64 CAPITAL STRUCTURE ...................................................................................................................................................... 72 OBJECTS OF THE ISSUE .................................................................................................................................................. 104 BASIS FOR ISSUE PRICE ................................................................................................................................................. 113 STATEMENT OF SPECIAL TAX BENEFITS .................................................................................................................. 120 SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 128 INDUSTRY OVERVIEW ................................................................................................................................................... 128 OUR BUSINESS ................................................................................................................................................................. 167 KEY REGULATIONS AND POLICIES ............................................................................................................................ 200 HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................................... 205 OUR MANAGEMENT ....................................................................................................................................................... 212 OUR PROMOTER AND PROMOTER GROUP ................................................................................................................ 229 DIVIDEND POLICY ........................................................................................................................................................... 231 SECTION V: FINANCIAL INFORMATION .................................................................................................................... 232 RESTATED CONSOLIDATED FINANCIAL INFORMATION ...................................................................................... 232 OTHER FINANCIAL INFORMATION ............................................................................................................................. 310 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................................................................................................................................................................. 313 CAPITALISATION STATEMENT .................................................................................................................................... 339 FINANCIAL INDEBTEDNESS ......................................................................................................................................... 340 SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 342 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .......................................................................... 342 GOVERNMENT AND OTHER APPROVALS.................................................................................................................. 350 SECTION VII: OUR GROUP COMPANY ........................................................................................................................ 353 SECTION VIII: OTHER REGULATORY AND STATUTORY DISCLOSURES......................................................... 355 SECTION IX: ISSUE INFORMATION .............................................................................................................................. 368 TERMS OF THE ISSUE ..................................................................................................................................................... 368 ISSUE STRUCTURE .......................................................................................................................................................... 374 ISSUE PROCEDURE .......................................................................................................................................................... 377 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................................................... 395 SECTION X: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION .............. 397 SECTION XI: OTHER INFORMATION ........................................................................................................................... 412 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................ 412 DECLARATION ................................................................................................................................................................... 415 ANNEXURES TO THIS DRAFT RED HERRING PROSPECTUS ................................................................................ 422 ANNEXURE A-1 ................................................................................................................................................................ 422 ANNEXURE A-2 ................................................................................................................................................................ 423 ANNEXURE A-3 ................................................................................................................................................................ 425 ANNEXURE A-4 ................................................................................................................................................................ 430SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislations, acts, regulations, rules, directions, guidelines, circulars, notifications, clarifications or policies shall be to such legislations, acts, regulations, rules, directions, guidelines, circulars, notifications, clarifications or policies as amended, updated, supplemented, re-enacted or modified, from time to time, and any reference to a statutory provision shall include any subordinate legislation made, from time to time, under such provision. Further, the Issue related terms used but not defined in this Draft Red Herring Prospectus shall have the meaning ascribed to such terms under the General Information Document (as defined below). In case of any inconsistency between the definitions given below and the definitions contained in the General Information Document, the definitions given below shall prevail. The words and expressions used in this Draft Red Herring Prospectus, but not defined herein shall have, to the extent applicable, the same meanings ascribed to such terms under the SEBI ICDR Regulations, the SEBI Listing Regulations, the Companies Act, the SCRA, the Depositories Act and the rules and regulations notified thereunder. Notwithstanding the foregoing, the terms not defined herein but used in “Objects of the Issue”, “Basis for Issue Price”, “Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”, “Restated Consolidated Financial Information”, “Financial Indebtedness”, “Our Group Company”, “Outstanding Litigation and Material Developments”, “Other Regulatory and Statutory Disclosures”, “Issue Procedure” and “Description of Equity Shares and Terms of Articles of Association” beginning on pages 104, 113, 120, 128, 200, 205, 232, 340, 353, 342, 355, 377 and 397, respectively, shall have the meanings ascribed to them in the relevant section. General Terms Term Description “our Company” or “the Issuer” or Purple Style Labs Limited, a public limited company incorporated under the Companies Act, 2013 and “the Company” having its Registered and Corporate Office at CTS No. 1081, Plot no. 110, TPS Village, Service Road, Western Express Highway, Vile Parle East, Mumbai 400 057, Maharashtra, India “we” or “us” or “our” Unless the context otherwise indicates or implies, our Company together with our Subsidiaries, on a consolidated basis as on the date of this Draft Red Herring Prospectus Company Related Terms Term Description 1Lattice Lattice Technologies Private Limited 1Lattice Report Industry report titled “Luxury and Designer Wear Industry Report” dated September 22, 2025 prepared by 1Lattice, appointed by our Company on April 1, 2025, exclusively commissioned and paid for by our Company in connection with the Issue “Articles of Association” or “AoA” The articles of association of our Company, as amended from time to time or “Articles” Audit Committee The audit committee of our Board, as described in “Our Management – Committees of our Board – Audit Committee” on page 218 “Board” or “Board of Directors” The board of directors of our Company or a duly constituted committee thereof where applicable or implied by context and as described in “Our Management – Our Board” on page 212 Chairperson The chairperson of the Board, namely Hrishikesh Bhalchandra Parandekar. For details, see “Our Management – Our Board” on page 212 Chief Business Officer The chief business officer of the Company, namely Abhinav Agarwal. For details, see “Our Management – Our Board” on page 212 “Chief Executive Officer” or The chief executive officer of our Company, namely Abhishek Agarwal. For details, see “Our Management “CEO” – Our Board” on page 212 Chief Financial Officer The chief financial officer of our Company, namely Umesh Pawan Choudhary. For details, see “Our Management – Key Managerial Personnel and members of Senior Management” on page 225 Class 1 CCPS Compulsorily convertible preference shares of face value of ₹10,000 each of our Company Company Secretary and Company Secretary and Compliance Officer of our Company, being Gulshan Mumtaz Khan. For details, Compliance Officer see “Our Management – Key Managerial Personnel and members of Senior Management” on page 225 Director(s) The directors on our Board, as appointed from time to time. For details, see “Our Management – Our Board” on page 212 Dividend Policy The dividend distribution policy approved and adopted by our Board on September 12, 2025 Equity Shares Equity shares of our Company having face value of ₹10 each ESOP 2024 Purple Style Labs Limited - Employee Stock Option Scheme, 2024, as amended from time to time and as described in “Capital Structure – Employee stock option plan – ESOP 2024” on page 101 Group Company The group company of our Company in accordance with Regulation 2(1)(t) of the SEBI ICDR Regulations, as disclosed in “Our Group Company” beginning on page 353 “Independent Chartered B.B. & Associates, Chartered Accountants Accountant” or “ICA” Independent Directors Independent Directors on our Board, as disclosed in “Our Management – Our Board” on page 212 1Term Description Inter-se Agreement Inter-se Agreement dated September 5, 2025 entered into by and between our Company and Volrado Venture Partners Fund II, Singularity Growth Opportunities Fund I, ValueQuest SCALE Fund and Alchemy Long Term Ventures Fund and as disclosed in “History and Certain Corporate Matters – Shareholders’ agreements and other material agreements” on page 208 IPO Committee The IPO committee of our Board comprising of Abhishek Agarwal, Abhinav Agarwal and Hrishikesh Bhalchandra Parandekar “Joint Statutory Auditors” or The joint statutory auditors of our Company, namely Walker Chandiok & Co LLP, Chartered Accountants “Statutory Auditors” and Kedia & Agrawal, Chartered Accountants as disclosed in “General Information – Joint Statutory Auditors to our Company” on page 65 “Key Managerial Personnel” or Key managerial personnel of our Company in accordance with Regulation 2(1)(bb) of the SEBI ICDR “KMP” Regulations and Section 2(51) of the Companies Act and as disclosed in “Our Management – Key Managerial Personnel” on page 225 Material Subsidiary PSL Retail Private Limited Materiality Policy The policy adopted by our Board in its meeting dated September 12, 2025 for determining identification of ‘group companies’, material outstanding civil litigation and material creditors of our Company, in accordance with the disclosure requirements under the SEBI ICDR Regulations “Memorandum of Association” or Memorandum of association of our Company, as amended from time to time “MoA” Nomination and Remuneration The nomination and remuneration committee of our Board, as described in “Our Management – Committees Committee of our Board – Nomination and Remuneration Committee” on page 220 Non-Executive Director(s) Non-executive directors (other than the Independent Directors) on our Board, as disclosed in “Our Management – Our Board” on page 212 Objects The objects towards which the Net Proceeds of the Fresh Issue are proposed to be utilised, as disclosed in “Objects of the Issue” beginning on page 104 Preference Shares Preference shares of face value of ₹10 each of our Company Promoter The Promoter of our Company, namely Abhishek Agarwal. For details, see “Our Promoter and Promoter Group” beginning on page 229 Promoter Group The individuals and entities constituting the promoter group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as described in “Our Promoter and Promoter Group” beginning on page 229 PSL Retail PSL Retail Private Limited Registered and Corporate Office CTS No. 1081, Plot no. 110, TPS Village, Service Road, Western Express Highway, Vile Parle East, Mumbai 400 057, Maharashtra, India “Registrar of Companies” or Registrar of Companies, Maharashtra at Mumbai “RoC” Restated Consolidated Financial Restated consolidated financial information of our Company and our Subsidiaries as at and for the years Information ended March 31, 2025, March 31, 2024 and March 31, 2023 comprising the restated consolidated statement of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity, the restated consolidated statement of cash flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of restatement adjustments and notes to the Restated Consolidated Financial Information, including summary of material accounting policies and other explanatory information, prepared in accordance with Ind AS and as per requirement of Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI ICDR Regulations and the Guidance Note on ‘Reports in Company Prospectuses (Revised 2019)’ issued by the Institute of Chartered Accountants of India, each as amended from time to time “Senior Management” or “SMP” Members of senior management of our Company in accordance with Regulation 2(1)(bbbb) of the SEBI ICDR Regulations and as disclosed in “Our Management – Members of Senior Management” on page 225 Shareholder(s) Shareholder(s) of our Company from time to time “SHA” or “Shareholders’ Restated shareholders’ agreement dated June 30, 2022 amongst our Company, our Promoter and investors Agreement” as defined in the agreement and as amended pursuant to the amendment cum termination agreement dated July 29, 2025, and as disclosed in “History and Certain Corporate Matters – Shareholders’ agreements and other material agreements” on page 208 Stakeholders Relationship The stakeholders’ relationship committee of our Board, as described in “Our Management – Committees of Committee our Board – Stakeholders Relationship Committee” on page 222 “Subsidiary” or “our Subsidiary” The subsidiaries of our Company namely, PSL Retail Private Limited, Purple Style Labs UK Limited and or “Subsidiaries” Purple Style Labs USA, Inc. and as disclosed in “History and Certain Corporate Matters – Our Subsidiaries” on page 209 Whole-Time Directors Whole-time directors on our Board, as disclosed in “Our Management – Our Board” on page 212 Issue Related Terms Term Description Abridged Prospectus The memorandum containing such salient features of a prospectus as may be specified by SEBI in this regard Acknowledgement Slip The slip or document to be issued by a Designated Intermediary to a Bidder as proof of registration of the Bid cum Application Form “Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue to “Allotted” successful Bidders Allotment Advice The note or advice or intimation of Allotment sent to each of the successful Bidders who have been or are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock 2Term Description Exchange Allottee A successful Bidder to whom the Equity Shares are Allotted Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who has Bid for an amount of at least ₹100.00 million Anchor Investor Allocation Price The price at which Equity Shares will be allocated to the Anchor Investors during the Anchor Investor Bid Period in terms of the Red Herring Prospectus and the Prospectus, which will be determined by our Company, in consultation with the BRLMs. The Anchor Investor Allocation Price will be equal to or higher than the Issue Price but not higher than the Cap Price Anchor Investor Application Form The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion in accordance with the requirements specified under the SEBI ICDR Regulations and the Red Herring Prospectus “Anchor Investor Bidding Date” or The date, being one Working Day prior to the Bid/ Issue Opening Date, on which Bids by Anchor Investors “Anchor Investor Bid/ Issue shall be submitted, prior to and after which the Book Running Lead Managers will not accept any Bids from Period” Anchor Investors, and allocation to Anchor Investors shall be completed Anchor Investor Issue Price The final price at which the Equity Shares will be Allotted to Anchor Investors in terms of the Red Herring Prospectus and the Prospectus, which will be equal to or higher than the Issue Price but not higher than the Cap Price. The Anchor Investor Issue Price will be determined by our Company, in consultation with the BRLMs Anchor Investor Pay-in Date With respect to Anchor Investor(s), the Anchor Investor Bid/ Issue Period, and in the event the Anchor Investor Allocation Price is lower than the Anchor Investor Issue Price, not later than two Working Days after the Bid/ Issue Closing Date Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company in consultation with the BRLMs, to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations “Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and authorising an Blocked Amount” or “ASBA” SCSB to block the Bid Amount in the ASBA Account and will include applications made by UPI Bidders using the UPI Mechanism where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by the UPI Bidders using the UPI Mechanism ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form and includes the account of a UPI Bidder in which the Bid Amount is blocked upon acceptance of a UPI Mandate Request made by the UPI Bidders using the UPI Mechanism ASBA Bid A Bid made by an ASBA Bidder ASBA Bidders All Bidders except Anchor Investors ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which will be considered as the application for Allotment in terms of the Red Herring Prospectus and the Prospectus Axis Capital Axis Capital Limited Banker(s) to the Issue Collectively, the Escrow Collection Bank(s), the Public Issue Account Bank(s), the Sponsor Bank(s) and the Refund Bank(s), as the case may be Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the Issue, as described in “Issue Procedure” beginning on page 377 Bid(s) An indication to make an offer during the Bid/ Issue Period by an ASBA Bidder pursuant to submission of the ASBA Form, or during the Anchor Investor Bid/ Issue Period by an Anchor Investor, pursuant to submission of the Anchor Investor Application Form, to subscribe to the Equity Shares at a price within the Price Band, including all revisions and modifications thereto, as permitted under the SEBI ICDR Regulations and in terms of the Red Herring Prospectus and the Bid cum Application Form. The term “Bidding” shall be construed accordingly Bid Amount In relation to each Bid, the highest value of optional Bids indicated in the Bid cum Application Form and, in the case of RIBs Bidding at the Cut-off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such RIBs and mentioned in the Bid cum Application Form and payable by the Bidder or blocked i n the ASBA Account of the ASBA Bidder, as the case may be, upon submission of the Bid Bid cum Application Form Anchor Investor Application Form or the ASBA Form, as the context requires Bid Lot [●] equity shares of face value ₹10 each and in multiples of [●] Equity Shares thereafter Bid/Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries will not accept any Bids, which shall be published in all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] edition of [●], a Marathi daily newspaper (Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is located), each with wide circulation. Our Company, may, in consultation with the BRLMs consider closing the Bid/ Issue Period for QIBs one Working Day prior to the Bid/ Issue Closing Date in accordance with the SEBI ICDR Regulations. In case of any revision, the revised Bid/ Issue Closing Date will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate Members and communicated to the Designated Intermediaries and the Sponsor Bank(s), which shall also be notified in an advertisement in the same newspapers in which the Bid/ Issue Opening Date was published, as required under the SEBI ICDR Regulations Bid/Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated 3Term Description Intermediaries shall start accepting Bids, which shall be published in all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] edition of [●], a Marathi daily newspaper (Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is located), each with wide circulation Bid/ Issue Period Except in relation to Bids received from the Anchor Investors, the period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations and the terms of the Red Herring Prospectus. Provided however, that the Bidding shall be kept open for a minimum of one Working Day for all categories of Bidders, other than Anchor Investors “Bidder” or “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 Anchor Investor Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., Designated Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs Book Building Process The book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations, in terms of which the Issue is being made “Book Running Lead Managers” or The book running lead managers to the Issue, namely, Axis Capital and IIFL “BRLMs” Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms to a Registered Broker. The details of such broker centres, along with the names and contact details of the Registered Brokers are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Issue Price and the Anchor Investor Issue 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 Cash Escrow and Sponsor Bank(s) The agreement to be entered amongst our Company, the BRLMs, Syndicate Members, the Banker(s) to the Agreement Issue and Registrar to the Issue for, inter alia, collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Issue Account and where applicable, remitting refunds of the amounts collected from Anchor Investors, on the terms and conditions thereof Client ID Client identification number maintained with one of the Depositories in relation to dematerialised account “Collecting Depository A depository participant as defined under the Depositories Act and registered with SEBI and who is eligible Participant” or “CDP” to procure Bids at the Designated CDP Locations in terms of the circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI as per the list available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time to time and the UPI Circulars “Confirmation of Allocation Note” The notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been allocated or “CAN” the Equity Shares, on or after the Anchor Investor Bid/ Issue Period Cut-off Price The Issue Price, finalised by our Company, in consultation with the BRLMs, which shall be any price within the Price Band. Only RIBs Bidding in the Retail Portion are entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and NIBs are not entitled to Bid at the Cut-off Price Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband, investor status, occupation, bank account details and UPI ID, wherever applicable Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or at such other website as may be prescribed by SEBI from time to time Designated CDP Locations Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms. The details of such Designated CDP Locations, along with the names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time to time Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account to the Public Issue Account or the Refund Account, as the case may be, and/or the instructions are issued to the SCSBs (in case of UPI Bidders using the UPI Mechanism, instruction issued through the Sponsor Bank(s)) for the transfer of the relevant amounts blocked by the SCSBs in the ASBA Accounts to the Public Issue Account and/ or are unblocked, as the case may be, in terms of the Red Herring Prospectus and the Prospectus, after finalization of the Basis of Allotment in consultation with the Designated Stock Exchange, following which Equity Shares will be Allotted to successful Bidders in the Issue Designated Intermediary(ies) Collectively, the Syndicate Members, sub-syndicate or agents, SCSBs (other than in relation to RIBs using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who are authorised to collect Bid cum Application Forms from the relevant Bidders, in relation to the Issue. In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub-syndicate/agents, Registered Brokers, CDPs, SCSBs and RTAs. In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIBs (not using UPI Mechanism), Designated Intermediaries shall mean Syndicate, sub-syndicate/ agents, SCSBs, Registered Brokers, the CDPs and RTAs 4Term Description Designated RTA Locations Such locations of the RTAs where Bidders (except Anchor Investors) can submit the ASBA Forms to RTAs. The details of such Designated RTA Locations, along with the names and contact details of the RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time to time Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other website as may be prescribed by SEBI from time to time Designated Stock Exchange [●] Draft Red Herring Prospectus This Draft Red Herring Prospectus dated September 22, 2025 issued in accordance with the SEBI ICDR Regulations and filed with SEBI and the Stock Exchanges which does not contain complete particulars of the price at which the Equity Shares will be Allotted and the size of the Issue, including any addenda or corrigenda thereto Eligible FPI(s) FPI(s) that are eligible to participate in the Issue in terms of applicable law and from such jurisdictions outside India where it is not unlawful to make an offer / invitation under the Issue and in relation to whom the Bid cum Application Form and the Red Herring Prospectus constitutes an invitation to purchase the Equity Shares Eligible NRI(s) NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Non-debt Rules, from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Bid cum Application Form and the Red Herring Prospectus will constitute an invitation to purchase the Equity Shares Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Escrow Collection Bank(s) and in whose favour the Bidders (excluding ASBA Bidders) will transfer money through NACH/direct credit/NEFT/RTGS in respect of the Bid Amount when submitting a Bid Escrow Collection Bank(s) The bank(s) which are clearing members and registered with SEBI as banker to an issue under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and with whom the Escrow Account(s) will be opened, in this case being [●] “First Bidder” or “Sole Bidder” The Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held in joint names Floor Price The lower end of the Price Band, subject to any revision(s) thereto, not being less than the face value of Equity Shares, at or above which the Issue Price and the Anchor Investor Issue Price will be finalised and below which no Bids will be accepted Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations Fresh Issue Fresh issue of up to [●] equity shares of face value ₹10 each aggregating up to ₹6,600.00 million by our Company Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities aggregating up to ₹1,300.00 million, as may be permitted under applicable law, at our discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre- IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable laws. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018 “General Information Document” The General Information Document for investing in public issues prepared and issued in accordance with or “GID” 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 Exchanges and the BRLMs Gross Proceeds Gross proceeds of the Fresh Issue that will be available to our Company IIFL IIFL Capital Services Limited (formerly known as IIFL Securities Limited) Issue The initial public offer of Equity Shares for cash consideration at a price of ₹[●] each, aggregating up to ₹6,600.00 million, comprising of a Fresh Issue Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities aggregating up to ₹1,300.00 million, as may be permitted under applicable law, at our discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre- IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable laws. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into 5Term Description listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus Issue Agreement The agreement dated September 22, 2025 entered into between our Company and the BRLMs, pursuant to which certain arrangements have been agreed to in relation to the Issue Issue Price The final price at which Equity Shares will be Allotted to successful ASBA Bidders in terms of the Red Herring Prospectus and the Prospectus. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Issue Price which will be decided by our Company, in consultation with the BRLMs in terms of the Red Herring Prospectus and the Prospectus. The Issue Price will be decided by our Company, in consultation with the BRLMs on the Pricing Date in accordance with the Book Building Process and the Red Herring Prospectus. Issue Proceeds The proceeds of the Fresh Issue which shall be available to our Company. For further information about use of the Issue Proceeds, see “Objects of the Issue” beginning on page 104 Monitoring Agency [●], being a credit rating agency registered with SEBI Monitoring Agency Agreement Agreement to be entered into between our Company and the Monitoring Agency Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 Mutual Fund Portion 5% of the Net QIB Portion, or [●] equity shares of face value ₹10 each which shall be available for allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids being received at or above the Issue Price Net Proceeds Proceeds of the Issue, i.e., gross proceeds of the Fresh Issue less the Issue expenses. For further details regarding the use of the Net Proceeds and the Issue expenses, see “Objects of the Issue – Net Proceeds” on page 104 Net QIB Portion The QIB Portion less the number of Equity Shares allocated to the Anchor Investors “Non-Institutional Bidders” or All Bidders, that are not QIBs (including Anchor Investors) or RIBs and who have Bid for Equity Shares for “NIBs” an amount of more than ₹0.20 million (but not including NRIs other than Eligible NRIs) Non-Institutional Portion The portion of the Issue being not more than 15% of the Issue comprising [●] equity shares of face value ₹10 each Shares which shall be available for allocation to NIBs, subject to valid Bids being received at or above the Issue Price, in the following manner: (a) one-third of the portion available to NIBs shall be reserved for Bidders with application size of more than ₹0.20 million and up to ₹1.00 million; and (b) two third of the portion available to NIBs shall be reserved for Bidders with application size of more than ₹1.00 million. Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to Bidders in the other sub-category of NIBs, in accordance with the SEBI ICDR Regulations “Non-Resident” or “Non-Resident Person resident outside India, as defined under FEMA, and includes a non-resident Indian, FVCIs and FPIs Indians” or “NRI(s)” Pre-IPO Placement An issuance of specified securities aggregating up to ₹1,300.00 million, including by way of a private placement or such other route as may be permitted under the applicable law, which may be undertaken by our Company, in consultation with the BRLMs, prior to filing of the Red Herring Prospectus with the RoC, subject to receipt of requisite approvals, if any. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable laws. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus Price Band Price band ranging from a minimum price of ₹[●] per Equity Share (i.e., the Floor Price) and the maximum price of ₹[●] per Equity Share (i.e., the Cap Price) including any revisions thereof. The Cap Price shall be at least 105% of the Floor Price and shall not be more than 120% of the Floor Price. The Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the BRLMs, and will be advertised, at least two Working Days prior to the Bid/ Issue Opening Date, in all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] edition of [●], a Marathi daily newspaper (Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is located), each with wide circulation with the relevant financial ratios calculated at the Floor Price and at the Cap Price and shall be made available to the Stock Exchanges for the purpose of uploading on their respective websites Pricing Date The date on which our Company, in consultation with the BRLMs will finalise the Issue Price Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section 26 of the Companies Act, and the SEBI ICDR Regulations containing, inter alia, the Issue Price, the size of the Issue and certain other information, including any addenda or corrigenda thereto Public Issue Account(s) The ‘no-lien’ and ‘non-interest bearing’ account to be opened with the Public Issue Account Bank, under 6Term Description Section 40(3) of the Companies Act to receive monies from the Escrow Account and ASBA Accounts on the Designated Date Public Issue Account Bank(s) The bank(s) which are a clearing member and registered with SEBI under the SEBI BTI Regulations, as a banker to an issue and with which the Public Issue Account will be opened for collection of Bid Amounts from the Escrow Account and ASBA Accounts on the Designated Date, in this case being [●] QIB Portion The portion of the Issue (including the Anchor Investor Portion) being not less than 75% of the Issue consisting of [●] equity shares of face value ₹10 each which shall be available for allocation on a proportionate basis to QIBs (including Anchor Investors in which allocation shall be on a discretionary basis, as determined by our Company in consultation with the BRLMs), subject to valid Bids being received at or above the Issue Price or Anchor Investor Issue Price “Qualified Institutional Buyers” or Qualified institutional buyers as defined under Regulation 2(1) (ss) of the SEBI ICDR Regulations “QIB(s)” or “QIB Bidders” “Red Herring Prospectus” or The red herring prospectus to be issued by our Company in accordance with Section 32 of the Companies “RHP” Act and the provisions of the SEBI ICDR Regulations, which will not have complete particulars of the Issue Price and the size of the Issue, including any addenda or corrigenda thereto. The Red Herring Prospectus will be filed with the RoC at least three Working Days before the Bid/ Issue Opening Date and will become the Prospectus upon filing with the RoC on or after the Pricing Date Refund Account(s) Account to be opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the Bid Amount to the Bidders shall be made to Anchor Investors Refund Bank(s) The bank(s) which are clearing members registered with SEBI under the SEBI BTI Regulations, with whom the Refund Account(s) will be opened, in this case being [●] Registered Brokers The stock brokers registered under the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992, as amended with SEBI and the Stock Exchanges having nationwide terminals, other than the BRLMs and the Syndicate Members and eligible to procure Bids in terms of circular no. CIR/ CFD/ 14/ 2012 dated October 4, 2012 issued by SEBI and the UPI Circulars Registrar Agreement The agreement dated September 22, 2025 entered into, amongst our Company and the Registrar to the Issue in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to the Issue “Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated RTA Agents” or “RTAs” Locations in terms of the SEBI RTA Master Circular, as per the list available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), and the UPI Circulars “Registrar to the Issue” or KFin Technologies Limited “Registrar” “Retail Individual Bidder(s)” or Individual Bidders, whose Bid Amount for the Equity Shares is not more than ₹0.20 million in any of the “RIB(s)” bidding options in the Issue (including HUFs applying through their karta and Eligible NRIs), and does not include NRIs other than Eligible NRIs Resident Indian A person resident in India, as defined under FEMA Retail Portion The portion of the Issue being not more than 10% of the Issue consisting of up to [●] equity shares of face value ₹10 aggregating up to ₹[●] million, which shall be available for allocation to RIB in accordance with the SEBI ICDR Regulations, which shall not be less than the minimum Bid Lot (subject to availability in the Retail Portion), subject to valid Bids being received at or above the Issue Price Revision Form The forms used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of their ASBA Form(s) or any previous Revision Form(s), as applicable. QIB Bidders and NIBs are not allowed to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIBs can revise their Bids during the Bid/ Issue Period and withdraw their Bids until the Bid/ Issue Closing Date SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web-based complaints redressal system launched by SEBI “Self-Certified Syndicate Bank(s)” The banks registered with SEBI, which offer the facility: or “SCSB(s)” (i) in relation to ASBA, where the Bid Amount will be blocked by authorising an SCSB, a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as applicable and updated from time to time and at such other websites as may be prescribed by SEBI from time to time; and (ii) in relation to UPI Bidders using the UPI Mechanism, a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other website as may be prescribed by SEBI and updated from time to time. Applications through UPI in the Issue can be made only through the SCSBs mobile applications (apps) whose name appears on the SEBI website. A list of SCSBs and mobile application, which, are live for applying in public 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 and SEBI ICDR Master Circular, UPI Bidders 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=4 0) and (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as updated from time to time Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders, a list of which is available on the website of SEBI (www.sebi.gov.in) and updated from time to time 7Term Description Sponsor Bank(s) Banker(s) to the Issue, appointed by our Company to act as conduits between the Stock Exchanges and NPCI in order to push the mandate collect requests and/ or payment instructions of the UPI Bidders using the UPI Mechanism and carry out other responsibilities, in terms of the UPI Circulars Stock Exchanges Together, BSE and NSE Sub-Syndicate Members The sub-syndicate members, if any, appointed by the Book Running Lead Managers and the Syndicate Members, to collect ASBA Forms and Revision Forms “Syndicate” or “Members of the Together, the BRLMs and the Syndicate Members Syndicate” Syndicate Agreement The agreement to be entered into amongst our Company, the BRLMs, the Registrar to the Issue and the Syndicate Members, in relation to collection of Bid cum Application Forms by the Syndicate Syndicate Member(s) Merchant bankers or stockbrokers registered with SEBI who are permitted to carry out activities as an underwriter, namely, [●] Underwriters [●] Underwriting Agreement The agreement to be entered into amongst our Company and the Underwriters on or after the Pricing Date but prior to filing of the Prospectus with the RoC UPI Unified Payments Interface, which is an instant payment mechanism, developed by NPCI UPI Bidder(s) Collectively, individual investors applying as (i) RIBs in the Retail Portion; and (ii) NIBs with an application size of up to ₹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 RTAs. Pursuant to the SEBI ICDR Master Circular, all individual investors applying in public issues where the application amount is up to ₹0.50 million shall use the UPI Mechanism and shall provide their UPI ID in the Bid cum Application Form submitted with: (i) a syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose name is mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for such activity), and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for such activity) UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI RTA Master Circular (to the extent it pertains to UPI), SEBI ICDR Master Circular 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 Exchanges in this regard UPI ID ID created on the UPI for single-window mobile payment system developed by the NPCI UPI Mandate Request A request (intimating the UPI Bidders by way of a notification on the UPI linked mobile application as disclosed by SCSBs on the website of SEBI and by way of an SMS on directing the UPI Bidders to such UPI linked mobile application) to the UPI Bidders initiated by the Sponsor Bank(s) to authorise blocking of funds on the UPI application and subsequent debit of funds in case of Allotment UPI Mechanism The bidding mechanism that may be used by an UPI Bidders in accordance with the UPI Circulars to make an ASBA Bid in the Issue UPI PIN Password to authenticate UPI transaction Wilful Defaulter Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations Working Day All days on which commercial banks in Mumbai are open for business. In respect of announcement of Price Band and Bid/ Issue Period, Working Day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business. In respect of the time period between the Bid/ Issue Closing Date and the listing of the Equity Shares on the Stock Exchanges, Working Day shall mean all trading days of the Stock Exchanges, excluding Sundays and bank holidays in India, as per circulars issued by SEBI, including the UPI Circulars Key Performance Indicators as disclosed in the section “Basis for Issue Price” beginning on page 113 KPI Remarks/ Definition/ Assumption GAAP Revenue from operations Revenue from operations includes revenue from sale of goods and sale of services Profit/(loss) before exceptional Profit/(loss) before exceptional item and tax represents profit/(loss) before exceptional item and tax item and tax Profit/(loss) before tax Profit/(loss) before tax refers to profit/(loss) before tax Profit/(loss) after tax Profit/(loss) after tax refers to profit/(loss) after tax Non-GAAP Gross Profit represents Revenue from operations less Cost of Goods Sold. Cost of Goods Sold is sum of Gross Profit Cost of Materials Consumed, Purchases of stock-in-trade and Changes in inventories of finished goods, stock-in-trade and work-in-progress Gross Profit Margin Gross Profit Margin represents Gross Profit divided by Revenue from operations EBITDA refers to earnings before interest, taxes, depreciation and amortisation which has been arrived at EBITDA by adding finance costs, depreciation and amortisation expense to the Profit/(loss) before exceptional item and tax for the year EBITDA Margin EBITDA Margin represents EBITDA divided by Revenue from operations EBIT refers to earnings before interest and taxes which has been arrived at by adding finance costs to the EBIT Profit/(loss) before exceptional item and tax for the year EBIT Margin EBIT Margin represents EBIT divided by Revenue from operations 8KPI Remarks/ Definition/ Assumption PBT (Before Exceptional Items) PBT (Before Exceptional Items) Margin represents Profit/(loss) before exceptional item and tax divided by Margin Revenue from operations PBT Margin PBT Margin represents Profit/(loss) before tax divided by Revenue from operations PAT Margin PAT Margin represents Profit/(loss) after tax divided by Revenue from operations Return on Capital Employed refers to EBIT divided by Capital Employed. Capital Employed refers to total Return on Capital Employed assets less current liabilities Return on Equity Return on Equity refers to profit/(loss) after tax divided by Total Equity Net Working Capital refers to sum of Inventories and Trade Receivables deducted by Trade Payables and Net Working Capital revenue received in advance from customers Cash Conversion Cycle refers to sum of Net Receivable Days and Inventory Days deducted by Trade Payable Days. Net Receivable Days refers to Trade Receivables minus revenue received in advance from Cash Conversion Cycle customers, divided by Revenue from operations, and multiplied by 365. Inventory Days refers to Inventory divided by Cost of Goods Sold, multiplied by 365. Trade Payable Days refers to Trade Payables divided by Cost of Goods Sold, multiplied by 365 Operational PPUS No. of Orders represents the count of orders processed through the PPUS Omni-channel in the given PPUS No. of Orders period Total PPUS GMV represents the total monetary value of goods processed on the PPUS Omni-channel, calculated at the maximum retail price (“MRP”) of all orders placed by customers during a given period, Total PPUS GMV irrespective of the fulfilment status. Total PPUS GMV is inclusive of all applicable taxes, discounts, shipping charges, and other ancillary or customization-related charges. PPUS AOV (Average Order PPUS AOV (Average Order Value) is calculated as Total PPUS GMV divided by PPUS No. of Orders Value) Technical, Industry and Business-Related Terms or Abbreviations Term Description Active Designer Brands Designer Brands that are active on PPUS Omni-channel with at least one SKU available on PPUS Omni- channel or any part thereof, during the given period. For this purpose, Designer Brands are counted based on their permanent account number and accordingly, each such legal entity is counted as a single Active Designer Brand even if it owns or operates multiple brands Average PPUS GMV per customer Total PPUS GMV divided by number of Customers for the given period Customers or Unique Customers Total number of distinct customers during a given period, determined based on the uniqueness of their registered email address. A customer shall be considered if they have placed at least one order during the given period Designer Brand(s) Brands with which we have an existing valid listing arrangement Experience Center(s) A brick-and-mortar store by the name, ‘Pernia's Pop-up Studio’, with a hybrid combination of physical and digital experience, showcasing products to customers along with personalised styling and other services Large Format Experience Center Experience Centers having a size range from 20,000 to 60,000 square feet in built-up area PPUS ASP PPUS Average Selling Price which is PPUS GMV divided by the total number of products processed per order through the PPUS Omni-channel during a given period PPUS GMV PPUS GMV represents the monetary value of processed goods attributed to the specified categorisation such as product category, customers, designers, and regions. It is calculated at the maximum retail price (“MRP”) of all orders placed by customers during a given period, irrespective of the fulfilment status. PPUS GMV is inclusive of all applicable taxes, discounts, shipping charges, and other ancillary or customization- related charges PPUS Omni-channel PPUS Omni-channel comprises of the Experience Centers, the online platform(s) of PPUS including website, mobile application and other telephonic and digital sales channels and events, exhibitions, and all other sales channels of PPUS SKU Stock keeping unit which is a product design in a specific colour. It does not vary in size or customisations unless it forms part of another product design Unique Visitors Number of distinct individuals who visit our online platform during a given period, regardless of the number of times they visit our online platform during such period Conventional and General Terms or Abbreviations Term Description “₹” or “Rs.” or “Rupees” or “INR” Indian Rupees AGM Annual general meeting AIFs Alternative Investment Funds, as defined in, and registered under the SEBI AIF Regulations “Bn” or “bn” Billion BSE BSE Limited CAGR Compound annual growth rate Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF Regulations Category I FPIs FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI Regulations Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF Regulations Category II FPIs FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI Regulations Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF Regulations CDSL Central Depository Services (India) Limited 9Term Description CIN Corporate Identity Number Companies Act, 1956 The erstwhile Companies Act, 1956, along with the relevant rules, regulations, clarifications and modifications made thereunder “Companies Act” or “Companies Companies Act, 2013, as applicable, along with the relevant rules, regulations, clarifications and Act, 2013” modifications made thereunder Consolidated FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT under DPIIT File Number 5(2)/2020-FDI Policy dated October 15, 2020, effective from October 15, 2020 Depositories Together, NSDL and CDSL Depositories Act Depositories Act, 1996 DIN Director Identification Number DP ID Depository Participant’s Identification “DP” or “Depository Participant” A depository participant as defined under the Depositories Act DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India EGM Extraordinary general meeting EPS Earnings per equity share FDI Foreign direct investment FEMA The Foreign Exchange Management Act, 1999, read with rules and regulations thereunder FEMA Non-debt Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019 “Financial Year” or “Fiscal” or Unless stated otherwise, the period of 12 months ending March 31 of that particular year “Fiscal Year” or “FY” FPI Foreign portfolio investors as defined under the SEBI FPI Regulations FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI Regulations “GoI” or “Government” or “Central Government of India Government” GST Goods and services tax HUF Hindu undivided family ICAI The Institute of Chartered Accountants of India IFRS International Financial Reporting Standards Income Tax Act The Income-tax Act, 1961 Ind AS Indian Accounting Standards notified under Section 133 of the Companies Act and referred to in the Companies (Indian Accounting Standards) Rules, 2015 India Republic of India Indian GAAP/IGAAP Accounting Standards notified under Section 133 of the Companies Act and referred to in the Companies (Accounting Standards) Rules, 2014 IPO Initial public offering IST Indian Standard Time IT Information Technology IT Act The Information Technology Act, 2000 LLP Limited Liability Partnership LM Act The Legal Metrology Act, 2009 KPIs Key Performance Indicators KYC Know Your Customer MCA Ministry of Corporate Affairs, Government of India “Mn” or “mn” Million N. A. Not applicable NACH National Automated Clearing House National Investment Fund National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of the GoI, published in the Gazette of India NAV Net Asset Value NBFC Non-Banking Financial Companies NEFT National Electronic Fund Transfer NPCI National Payments Corporation of India NRE Non- Resident External NRO Non-Resident Ordinary NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited “OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the extent of at Body” least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under the general permission granted to OCBs under FEMA. OCBs are not allowed to invest in the Issue p.a. Per annum P/E Ratio Price to Earnings Ratio PAN Permanent Account Number RBI Reserve Bank of India Regulation S Regulation S under the U.S. Securities Act RTGS Real Time Gross Settlement SCRA Securities Contracts (Regulation) Act, 1956 10Term Description 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 Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 SEBI FUTP Regulations Securities and Exchange Board of India (Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 SEBI ICDR Master Circular SEBI master circular bearing number SEBI/HO/CFD/PoD- 1/P/CIR/2024/0154 dated November 11, 2024 SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 SEBI Merchant Bankers Regulations Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 SEBI RTA Master Circular SEBI master circular bearing number SEBI/HO/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025 SEBI SBEB & SE Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed pursuant to the SEBI AIF Regulations State Government The government of a state in India Stock Exchanges BSE and NSE STT Securities Transaction Tax “Systemically Important NBFC” or Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of the SEBI “NBFC-SI” ICDR Regulations TAN Tax deduction account number U.S. Securities Act U.S. Securities Act of 1933, as amended “U.S.” or “USA” or “United States” United States of America including its territories and possessions, any State of the United States, and the District of Columbia “USD” or “US$” United States Dollars VCFs Venture capital funds as defined in and registered with the SEBI under the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as the case may be 11ISSUE DOCUMENT SUMMARY The following is a general summary of certain disclosures and the terms of the Issue and is neither exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus 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 Draft Red Herring Prospectus, including the sections titled “Risk Factors”, “The Issue”, “Capital Structure”, “Objects of the Issue”, “Industry Overview”, “Our Business”, “Our Promoter and Promoter Group”, “Restated Consolidated Financial Information”, “Outstanding Litigation and Material Developments”, “Issue Procedure” and “Description of Equity Shares and Terms of Articles of Association” beginning on pages 24, 58, 72, 104, 128, 167, 229, 232, 342, 377 and 397, respectively. Summary of primary business of our Company We are one of the largest and fastest growing multi-brand luxury omni-channel fashion platform in India in terms of revenue in Fiscal 2024, serving customers in India and abroad (Source: 1Lattice Report). The designer brands for which products are available on our platform, include well-known designer brands such as Seema Gujral, Anushree Reddy, Amit Aggarwal and Rohit Gandhi & Rahul Khanna, while our product categories span across womenswear, menswear, and others including jewelry, accessories and kids wear, with a focus on wedding and occasion wear. For further information, see “Our Business” beginning on page 167. Summary of the industry in which our Company operates India’s luxury market has seen a notable boost from the rapid expansion of modern retail infrastructure. The emergence of high-end malls is creating the ideal setting for premium brands to offer curated luxury experiences. The sector is undergoing a significant transformation, driven by rising income levels and the evolving aspirations of the country’s middle and upper classes. Indian luxury fashion has gained significant global recognition, driven by the growing international presence of Indian weddings. For further information, see “Industry Overview” beginning on page 128. Our Promoter Our Promoter is Abhishek Agarwal. For details, see “Our Promoter and Promoter Group” beginning on page 229. Issue Size The following table summarizes the details of the Issue: Issue of Equity Shares*# Fresh Issue up to [●] equity shares of face value of ₹10 each (including a premium of [●] per Equity Share) aggregating up to ₹6,600.00 million * Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities aggregating up to ₹1,300.00 million, as may be permitted under applicable law, at our discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable laws. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. # The Issue has been authorised by our Board pursuant to their resolution dated June 18, 2025 read with the resolution dated September 12, 2025, and by a resolution passed by our Shareholders at their meeting held on August 28, 2025. The Issue shall constitute [●]% of the post-Issue paid up Equity Share capital of our Company. For further details, see “The Issue”, and “Issue Structure” beginning on pages 58 and 374, respectively. Objects of the Issue Our Company proposes to utilise the Net Proceeds towards funding the following objects: (in ₹ million) Particulars Total estimated Amount/ expenditure^ Investment in our wholly owned Subsidiary, PSL Retail for expenditure 3,632.93 towards lease liabilities of Experience Centers, and back-end offices in India Funding towards sales and marketing expenses to be incurred by our 1,280.00 Company General corporate purposes [●]# Total Net Proceeds [●]# ^Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities aggregating up to ₹1,300.00 million, as may be permitted under applicable law, at our discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be 12reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable laws. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. #To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC. The aggregate amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds. For further details, see “Objects of the Issue” beginning on page 104. Aggregate pre-Issue and post-Issue shareholding of our Promoter and members of our Promoter Group, to the extent applicable, as a percentage of our paid-up Equity Share capital on a fully diluted basis The aggregate pre-Issue and post-Issue shareholding of our Promoter and members of our Promoter Group is set out below: S. Name of shareholder Pre-Issue Post-Issue* No. Number of Equity Percentage of pre-Issue Number of Percentage of post- Shares paid-up Equity Share Equity Shares Issue paid-up Equity Capital on a fully Share capital (%) diluted basis**(%) Promoter 1. Abh ishek Agarwal 19,100,000 27.10 [●] [●] Promoter Group 1. Payal Kumari Agarwal 160,000 0.23 [●] [●] 2. P r i y anka Agarwal 20,000 0.03 [●] [●] *Subject to completion of the Issue and finalisation of the Allotment. ** Assuming the issuance of Equity Shares resulting upon exercise of vested options under ESOP 2024, calculated as on the date of this Draft Red Herring Prospectus. For further details, see “Capital Structure” beginning on page 72. Pre-Issue shareholding as at the date of the Price Band advertisement and post-Issue shareholding as at Allotment for our Promoter, members of the Promoter Group and additional top 10 shareholders Except as disclosed below, none of our Promoter, members of Promoter Group and additional top 10 Shareholders hold any Equity Shares in our Company as at the date of Price Band advertisement and as at the date of Allotment: S. Name of the shareholder Pre-Issue shareholding as at the date Post-Issue shareholding as at the date of Allotment^ No. of Price Band advertisement Number of Shareholding (in At the lower end of the At the upper end of the price Equity Shares* %)* price band (₹[●]) band (₹[●]) Number of Shareholdin Number of Shareholding Equity g (in %)* Equity (in %)* Shares* Shares* Promoter 1. Abhishek Agarwal [●] [●] [●] [●] [●] [●] Promoter Group 1. Payal Kumari Agarwal [●] [●] [●] [●] [●] [●] 2. Priyanka Agarwal [●] [●] [●] [●] [●] [●] Additional top 10 Shareholders 1. [●] [●] [●] [●] [●] [●] [●] 2. [●] [●] [●] [●] [●] [●] [●] 3. [●] [●] [●] [●] [●] [●] [●] 4. [●] [●] [●] [●] [●] [●] [●] 5. [●] [●] [●] [●] [●] [●] [●] 6. [●] [●] [●] [●] [●] [●] [●] 7. [●] [●] [●] [●] [●] [●] [●] 8. [●] [●] [●] [●] [●] [●] [●] 9. [●] [●] [●] [●] [●] [●] [●] 10. [●] [●] [●] [●] [●] [●] [●] * The pre-Issue and post-Issue shareholding shall be updated in the Prospectus. It includes all options that have been exercised until the date of the Prospectus and any transfer of Equity Shares by existing Shareholders after the date of the pre-Issue and Price Band advertisement until the date of the Prospectus. ^ Assuming full subscription in the Issue. The post-Issue shareholding details as at Allotment will be based on the actual subscription and the Issue Price and updated in the Prospectus, subject to finalization of the Basis of Allotment. Also, this table assumes there is no transfer of Equity Shares by the above-mentioned shareholders between the date of the Price Band advertisement and Allotment (if any such transfers occur prior to the date of the Prospectus, it will be updated in the shareholding pattern in the Prospectus). 13Summary of Restated Consolidated Financial Information The following details are derived from the Restated Consolidated Financial Information for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023: (in ₹ million, unless otherwise stated) Particulars As at and for the As at and for the As at and for the Financial Year ended Financial Year ended Financial Year ended March 31, 2025 March 31, 2024 March 31, 2023 Equity Share capital 0.41 0.29 0.29 Net worth(1) 1,186.97 408.77 592.84 Total income 4,940.01 5,100.33 3,713.75 Profit/(loss) after tax (1,885.50) (477.10) (413.89) Basic earnings/(losses) per equity share attributable to owners of the (29.03) (7.46) (6.69) Company (2) (face value of ₹10 each) (in ₹) Diluted earnings/(losses) per equity share attributable to owners of the (29.03) (7.46) (6.69) Company (3) (face value of ₹10 each) (in ₹) Return on Net Worth (“RoNW”)(4) (%) (158.85) (116.72) (69.81) Net Asset Value per Equity Share(5) (in ₹) 18.27 6.39 9.58 Total borrowings(6) 1,127.91 1,163.27 467.29 Notes: The ratios have been computed as follows: 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, as per the audited balance sheet, 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. Basic earnings/(losses) per Equity Share (₹) = Net profit/(loss) after tax attributable to equity shareholders divided by the weighted average number of basic shares outstanding (including preference shares which are compulsorily convertible into equity shares) after considering the effect of bonus shares. The bonus shares are issued subsequent to the latest period reported in the Restated Consolidated Financial Information. 3. Diluted earnings/(losses) per Equity Share (₹) = Net profit/(loss) after tax attributable to equity shareholders divided by the weighted average number of diluted shares outstanding (including preference shares which are compulsorily convertible into equity shares) after considering the effect of bonus shares. This also includes effect of potential equity shares which are dilutive (pertaining to ESOP 2024 and partly paid up shares) outstanding at the end of relevant Fiscal year. The bonus shares are issued subsequent to the latest period reported in the Restated Consolidated Financial Information. Being anti-dilutive owing to losses during the reporting periods, the diluted EPS has been capped to the amount of basic EPS in all the reported periods. 4. Return on Net Worth (RoNW) (%) is computed as Profit/(loss) after tax for the Fiscal/period attributable to the equity shareholders of the Company divided by Net worth of the Company at the end of the Fiscal/period. 5. Net Asset Value per equity share represents Net worth attributable to equity holders of our Company as at the end of relevant Fiscal, as restated, divided by the weighted average number of Equity Shares (including preference shares which are compulsorily convertible into equity shares) outstanding at the end of relevant Fiscal after considering the adjustment of bonus shares issued subsequent to latest period reported in the Restated Consolidated Financial Information. Our Company carried a bonus issuance of 999 equity shares per every 1 fully paid-up share, allotted on August 30, 2025 with August 29, 2025 as the record date. The impact of the issue of bonus shares are retrospectively considered for the computation of net asset value per equity share as per the requirement / principles of Ind AS 33, as applicable. The Net Asset Value per Equity Share has been calculated for all periods presented after giving effect to such bonus in accordance with applicable accounting standards. 6. Total borrowings is computed as the sum of non-current and current borrowings, excluding lease liabilities, as of the last day of the given period. For further details, see “Restated Consolidated Financial Information” beginning on page 232. Qualifications of the Joint Statutory Auditors which have not been given effect to in the Restated Consolidated Financial Information There are no qualifications included by the Joint Statutory Auditors in their audit reports on the consolidated financial statements for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 which require adjustments in the Restated Consolidated Financial Information. Summary of outstanding litigation A summary of outstanding litigation proceedings involving our Company, our Promoter, our Directors, our Key Managerial Personnel, members of Senior Management and our Subsidiaries as on the date of this Draft Red Herring Prospectus in terms of the SEBI ICDR Regulations is provided below: Name of Entity Criminal Tax Statutory or Disciplinary actions by Material civil Aggregate proceedings proceedings regulatory the SEBI or Stock litigations amount involved proceedings Exchanges against our (1) (₹ in million) (2) Promoter Company By our Company Nil Nil NA NA Nil Nil Against our Company Nil 4 4 NA Nil 14.99 Subsidiaries By the Subsidiaries 9 Nil Nil NA Nil 1.39 Against Subsidiaries Nil 2 3 NA Nil 38.28 Promoter 14Name of Entity Criminal Tax Statutory or Disciplinary actions by Material civil Aggregate proceedings proceedings regulatory the SEBI or Stock litigations amount involved proceedings Exchanges against our (1) (₹ in million) (2) Promoter By the Promoter Nil Nil Nil Nil Nil Nil Against the Promoter Nil Nil Nil(5) Nil Nil Nil Directors(3) By the Directors Nil Nil Nil NA Nil Nil Against the Directors 4 4 Nil(5) NA 4 760.30(6) Key Managerial Personnel(4) By the KMP Nil NA NA NA NA NA Against the KMP Nil NA Nil(5) NA NA NA Member of Senior Management By the SMP 1 NA NA NA NA NA Against the SMP Nil NA Nil NA NA NA Notes: 1) Determined in accordance with the Materiality Policy. 2) To the extent quantifiable. 3) This excludes the Promoter of our Company. 4) This excludes the Whole-Time Directors of our Company. 5) Our Company, along with Abhishek Agarwal, our Promoter, Whole-Time Director and Chief Executive Officer, and Abhinav Agarwal, our Whole-Time Director and Chief Business Officer, has filed an adjudication application dated September 15, 2025 with the RoC. For the purposes of calculation in the above table, such application has been included in the matters involving our Company and excluded from the matters involving our Directors, Promoter and Key Managerial Personnel. 6) The 12 matters disclosed herein pertain to our Non-Executive Directors and Independent Director that are in relation to their association with other companies in various capacities. There are no litigations involving our Group Company which may have a material impact on our Company. For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” beginning on page 342. Risk Factors For details of the risks applicable to us, see “Risk Factors” beginning on page 24. Bidders are advised to read the risk factors carefully before making an investment decision in the Issue. Set out below are the top 10 risk factors, in their order of materiality that could cause actual results to differ materially from our expectations: (1) We derive a substantial portion of Total PPUS GMV from the womenswear category (75.66%, 77.88% and 81.47% of our Total PPUS GMV in Fiscal 2025, 2024 and 2023). Any variations in demand and changes in consumer preference for our womenswear collection could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects; (2) We depend on our Experience Centers for a significant portion of our Total PPUS GMV. Any disruptions to the operations of these Experience Centers or limitations on our ability to expand and grow these Experience Centers may adversely affect our business, financial condition, cash flows, results of operations and prospects; (3) We depend on our website and mobile application for our online sales. Any disruption to our website or mobile application, including due to technical issues, cyber-attacks or changes in consumer behavior could adversely affect our business, financial condition, cash flows, results of operations and prospects; (4) Our business is highly concentrated on Indian wedding and occasion wear and vulnerable to changes in consumer preferences which could have an adverse effect on our business, financial condition, cash flows, results of operations and prospects; (5) Any inability on our part to enhance our presence, increase our customer base and expand our footprint may adversely impact our business, financial condition, cash flows, results of operations and prospects; (6) We depend on our top Designer Brands for a significant portion of our Total PPUS GMV (our top 10 Designer Brands contributed 26.54%, 23.44% and 24.57% of our Total PPUS GMV in Fiscals 2025, 2024 and 2023). If we fail to retain our existing Designer Brands or add new designer brands to our portfolio in a cost-effective manner, or if our Designer Brands fail to supply quality products, our business, financial condition, cash flows, results of operations and prospects may be adversely affected; (7) We derive a significant portion of our Total PPUS GMV from outside India (28.38%, 35.07% and 39.15% of our Total PPUS GMV in Fiscals 2025, 2024 and 2023) which exposes us to risks inherent to operations in these foreign jurisdictions. Any adverse developments in the international markets that we operate or intend to expand to, including but not limited to foreign currency exchange rate fluctuations, could have an adverse effect on our business, financial condition, cash flows, 15results of operations and prospects; (8) We have had losses in the past and have negative retained earnings amounting to ₹4,230.46 million as of March 31, 2025. Any increase in our losses or negative retained earnings over extended periods could have an adverse impact on our results of operations, financial condition and cash flows; (9) The premises of all our Experience Centers are either licensed or leased. If we fail to renew these leases on competitive terms or at all or if we are unable to manage our lease rental costs, our business, financial condition, cash flows, results of operations and prospects would be materially and adversely affected; and (10) Our Designer Brands manufacture the products that we sell through PPUS Omni-channel and any failure in their quality control processes may damage our reputation, and adversely affect our business, financial condition, cash flows, results of operations and prospects. We may face reputational harm or proceedings if the quality of the products do not meet our customers’ expectations. Summary table of contingent liabilities A summary table of our contingent liabilities as at March 31, 2025, as per Ind AS 37, derived from our Restated Consolidated Financial Information is set forth below: (₹ in million) Particulars As at March 31, 2025 Claims against the Company not acknowledged as debt 8.80 Total 8.80 Note: During the year ended March 31, 2024, our Company received an income tax demand notice amounting to ₹8.80 million for assessment year 2022-2023 in respect of certain disallowance. The Company filed an appeal in relation to the same and had deposited 20% of the demand amount with protest. Such case is pending at CIT (Appeals) and hence the timing of outflow, cannot be estimated. The Company does not expect any reimbursements in respect of this contingent liability. For details on contingent liabilities, as per Ind AS 37, see “Restated Consolidated Financial Information – Note 59 - Contingent liabilities and capital commitments” on page 305. Summary of related party transactions A summary of related party transactions as per the requirements under Ind AS 24 – Related Party Disclosures read with the SEBI ICDR Regulations entered into by our Company with related parties for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, derived from our Restated Consolidated Financial Information are as follows: (₹ in million) Nature of the For the Financial Year ended S. No. Particulars Nature of relationship Transaction 2025 2024 2023 1. Mr. Abhishek Agarwal Whole-Time Director** Compulsorily - - 1.14 and Chief Executive convertible Preference Officer (w.e.f. April 1, Shares issued (including 2025) securities premium) Expenses incurred on 0.20 - 2.64 behalf of the group Borrowings availed 128.68 40.00 64.00 Remuneration 6.00 4.20 2.38 Borrowings repaid 128.68 40.00 64.00 2. Mr. Abhinav Agarwal Whole-Time Director** Equity shares issued - - 0.01 and Chief Business (including securities Officer premium) Expenses incurred on 0.84 1.42 1.08 behalf of the group Borrowings availed 60.00 - 42.50 Remuneration 7.20 6.00 97.78 Borrowings repaid 60.00 - 42.50 3. Mr. Harminder Sahni Non-Executive Director Remuneration 1.20 0.51 - (w.e.f. October 30, Professional charges 2.40 1.01 - 2023) 4. Mr. Rahul Garg Non-Executive Director Equity shares issued 2.50 - - (w.e.f. April 1, 2024) (including securities premium) Remuneration 1.20 - - Professional charges 2.40 - - 5. Mr. Hrishikesh Bhalchandra Independent Director Remuneration 0.46 - - Parandekar (w.e.f. November 14, 2024) 6. Ms. Shefali Sarohi Shyam Independent Director Remuneration 0.46 - - (w.e.f. November 14, 2024) 16Nature of the For the Financial Year ended S. No. Particulars Nature of relationship Transaction 2025 2024 2023 7. Wazir Advisors Private Limited Company in which Professional charges 2.50 - - director and key management personnel (KMP) is a director* 8. Mrs. Punit Sahni Relative of director and Equity shares issued 2.50 - - key management (including securities personnel (KMP)* premium) Note: During the year ended March 31, 2025, the Company has granted 1,200 options to Abhinav Agarwal under ESOP 2024. *To the extent transactions have taken place. **Redesignated as a whole time director w.e.f. November 14, 2024. For details of the related party transactions, see “Restated Consolidated Financial Information – Note 47 - Related party disclosures” on page 286. Related party transactions eliminated on consolidation (as per Schedule VI (Para 11(I)(A)(i)(g)) of the SEBI ICDR Regulations) The following are the details of the transactions of the Company with the Subsidiaries and between Subsidiaries which are eliminated on consolidation during the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023: (₹ in million) Nature of the For the Financial Year ended S. No. Particulars Nature of relationship Transaction 2025 2024 2023 1. In the books of Company - Holding company – Revenue from 13.85 21.65 30.41 Transactions with PSL Retail subsidiary company operations (sale of Private Limited goods) 2. In the books of Company - Holding company – Sale of services 816.55 975.24 802.82 Transactions with PSL Retail subsidiary company (business consultancy Private Limited services and support services) 3. In the books of Company - Holding company – Expenses incurred on 0.25 3.36 8.23 Transactions with PSL Retail subsidiary company behalf of the group Private Limited 4. In the books of Company - Holding company – Loans given 1,550.00 250.00 550.00 Transactions with PSL Retail subsidiary company Private Limited 5. In the books of Company - Holding company – Interest income 212.92 148.01 46.05 Transactions with PSL Retail subsidiary company Private Limited 6. In the books of Company - Holding company – Expenses incurred by 6.66 3.90 - Transactions with PSL Retail subsidiary company company on behalf of Private Limited others 7. In the books of Company - Holding company – Recharge of stock 67.61 - - Transactions with PSL Retail subsidiary company options granted to Private Limited subsidiary company’s employees 8. In the books of Company - Holding company – Sale of services 15.88 23.04 22.02 Transactions with Purple Style subsidiary company (business consultancy Labs UK Limited services and support services) 9. In the books of Company - Holding company – Conversion of loan to - 195.15 - Transactions with Purple Style subsidiary company non-current investments Labs UK Limited 10. In the books of Company - Holding company – Non-current investments 112.79 105.82 - Transactions with Purple Style subsidiary company Labs UK Limited 11. In the books of Company - Holding company – Waiver of interest - 8.31 - Transactions with Purple Style subsidiary company expenses Labs UK Limited 12. In the books of Company - Holding company – Receipt of loan given 0.39 - - Transactions with Purple Style subsidiary company Labs UK Limited 13. In the books of PSL Retail Private Between subsidiary Revenue from 66.03 61.00 74.74 Limited - Transactions with Purple companies operations (sale of Style Labs UK Limited goods) Weighted average price at which specified securities were acquired by our Promoter in the one year preceding the date of this Draft Red Herring Prospectus The weighted average price at which the specified securities were acquired by our Promoter in the one year preceding the date of this Draft Red Herring Prospectus are as follows: 17Name Number of Equity Shares acquired in last Weighted average cost of acquisition per one year Equity Share (in ₹)* Abhishek Agarwal 19,080,900 Nil** As certified by B.B. & Associates, Chartered Accountants, by way of certificate dated September 22, 2025. Note: Our Promoter has not acquired any Class 1 CCPS or compulsorily convertible Preference Shares in the one year preceding the date of this Draft Red Herring Prospectus. *To be updated on finalisation of the Price Band. **Acquisition price of Equity Shares acquired pursuant to the allotment of bonus shares on August 30, 2025 undertaken by our Company is nil. Weighted average cost of acquisition of all Equity Shares transacted by our Promoter and members of the Promoter Group in three years, 18 months and one year immediately preceding this Draft Red Herring Prospectus The weighted average cost of acquisition of all Equity Shares transacted by our Promoter and members of the Promoter Group in the last three years, 18 months and one year immediately preceding this Draft Red Herring Prospectus, including the Equity Shares acquired pursuant to the allotment of bonus shares on August 30, 2025 undertaken by our Company is as follows: Period Weighted Average Cost of Cap Price/upper end of Price Range of acquisition price: Acquisition per Equity Share Band is ‘X’ times the Lowest Price – Highest Price (in ₹) Weighted Average Cost of (in ₹) Acquisition* Last one year 0.11 NA Nil** - 20.00 Last 18 months 1.45 NA Nil** - 234.43 Last three years 8.45 NA Nil** - 250.00 As certified by B.B. & Associates, Chartered Accountants, by way of certificate dated September 22, 2025. *To be updated on finalisation of the Price Band. ** Acquisition price of Equity Shares acquired pursuant to the allotment of bonus shares on August 30, 2025 undertaken by our Company is nil. Average cost of acquisition of Equity Shares for our Promoter The average cost of acquisition per Equity Share acquired by our Promoter, as on the date of this Draft Red Herring Prospectus is: Particulars Number of Equity Shares held Average cost of acquisition per Equity Share (in ₹) Abhishek Agarwal 19,100,000 8.52 As certified by B.B. & Associates, Chartered Accountants, by way of certificate dated September 22, 2025. Details of price at which specified securities were acquired by our Promoter, members of the Promoter Group and Shareholders with rights to nominate directors or other special rights in the last three years preceding the date of this Draft Red Herring Prospectus The details of the price at which the acquisition of specified securities were undertaken by our Promoter, members of the Promoter Group and Shareholders with special rights, to the extent applicable, in the last three years preceding the date of this Draft Red Herring Prospectus are stated below: A. Equity Shares S. Name Date of acquisition Number of Equity Face value per Equity Acquisition price No. Shares acquired in Share per Equity Share last three years (in ₹) Promoter 1. Abh ishek Agarwal August 30, 2025 19,080,900 10 Nil* August 14, 2024 106 10 234,434 May 23, 2023 5 10 250,000 May 5, 2023 55 10 250,000 March 16, 2023 280 10 250,000 February 16, 2023 200 10 250,000 Promoter Group 1. Priyanka Agarwal August 30, 2025 19,980 10 Nil* November 5, 2024 20 10 Nil** 2. Payal Kumari Agarwal August 30, 2025 159,840 10 Nil* October 10, 2024 110 10 20,000 September 6, 2024 50 10 16,000 Shareholders with special rights Nil As certified by B.B. & Associates, Chartered Accountants, by way of certificate dated September 22, 2025. * Acquisition price of Equity Shares acquired pursuant to the allotment of bonus shares on August 30, 2025 undertaken by our Company is nil. **Acquisition price of compulsorily convertible Preference Shares acquired pursuant to gifts is Nil. 18B. Compulsorily convertible Preference Shares and Class 1 CCPS S. Name Date of acquisition Number of Face value Acquisition price No. compulsorily per compulsorily convertible convertible Preference Shares Preference Shares / and Class 1 CCPS Class 1 CCPS (in ₹) shares acquired in last three years Promoter 1. Abhishek Agarwal May 5, 2023 20 10 250,000 April 26, 2023 25 10 250,000 April 12, 2023 75 10 250,000 March 16, 2023 130 10 250,000 February 16, 2023 150 10 250,000 Promoter Group 1. Priyanka Agarwal May 6, 2024 20 10 Nil* Shareholders with special rights Nil As certified by B.B. & Associates, Chartered Accountants, by way of certificate dated September 22, 2025. Note: As on the date of this Draft Red Herring Prospectus, our Company does not have any outstanding compulsorily convertible Preference Shares and Class 1 CCPS. *Acquisition price of compulsorily convertible Preference Shares acquired pursuant to gifts is nil. Issuance of Equity Shares made in the last one year for consideration other than cash Except as disclosed in “Capital Structure – Issue of shares through bonus issue or for consideration other than cash or out of revaluation of reserves” on page 89, our Company has not issued any Equity Shares for consideration other than cash in the last one year preceding the date of this Draft Red Herring Prospectus. Split or consolidation of Equity Shares in the last one year Our Company has not undertaken split or consolidation of the Equity Shares in the last one year preceding the date of this Draft Red Herring Prospectus. Financing Arrangements There have been no financing arrangements whereby our Promoter, members of our Promoter Group, our Directors and their relatives (as defined under the Companies Act) have financed the purchase by any other person of securities of our Company other than in the normal course of the business of the financing entity during a period of six months immediately preceding the date of this Draft Red Herring Prospectus. Details of pre-IPO placement Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities aggregating up to ₹1,300.00 million, as may be permitted under applicable law, at our discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable laws. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. Exemption from complying with any provisions of securities laws, if any, granted by SEBI As on the date of this Draft Red Herring Prospectus, our Company has not received or sought any exemption from the SEBI from compliance with any provisions of securities laws including the SEBI ICDR Regulations. 19CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION Certain Conventions All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and possessions and all references to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. All references to (i) the “US”, “U.S.”, “USA” or “United States” are to the United States of America and its territories and possessions; and (ii) “U.K.” or “UK” is to United Kingdom and its territories and possessions. Unless otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in IST. Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year. Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the corresponding page numbers of this Draft Red Herring Prospectus. Financial Data Our Company’s Financial Year commences on April 1 of the immediately preceding Calendar Year and ends on March 31 of that particular Calendar Year. Unless stated otherwise, all references in this Draft Red Herring Prospectus to the terms Fiscal or Fiscal Year or Financial Year are to the 12 months ended March 31 of such year. Unless the context requires otherwise, the financial information and financial ratios in this Draft Red Herring Prospectus is derived from our Restated Consolidated Financial Information, which comprise the restated consolidated statement of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity, the restated consolidated statement of cash flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of restatement adjustments and notes to the Restated Consolidated Financial Information, including summary of material accounting policies and other explanatory information, prepared in accordance with Ind AS and as per requirement of Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI ICDR Regulations and the Guidance Note on ‘Reports in Company Prospectuses (Revised 2019)’ issued by the Institute of Chartered Accountants of India, each as amended from time to time. For further information, see “Summary of Financial Information”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 59, 232 and 313, respectively. There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not provide reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our Company’s financial data. For details in connection with risks involving differences between Ind AS, U.S. GAAP and IFRS see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our business, financial condition, cash flows, results of operations and prospects” on page 54. The degree to which the financial information included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, the Companies Act, 2013, Ind AS and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting policies and practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All figures in decimals have been rounded off to the second decimal place and all percentage figures have been rounded off to two decimal places. 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 Draft Red Herring Prospectus as rounded- off to such number of decimal points as provided in such respective sources. Unless the context otherwise indicates, any percentage amounts, or ratios as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 24, 167 and 313, respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of amounts derived from our Restated Consolidated Financial Information. Non-GAAP Financial Measures Certain non-GAAP financial measures relating to our financial performance, namely EBITDA, EBITDA margin, EBIT, EBIT margin, Gross Profit, Gross Profit Margin, return on equity, return on capital employed, return on net worth and certain other industry measures relating to our operations and financial performance have been included in this Draft Red Herring Prospectus and are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, IFRS or US GAAP. Further, these Non-GAAP measures are not a measurement of our financial performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the 20period / year or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or US GAAP. These non-GAAP financial measures and other information relating to financial performance may not be computed on the basis of any standard methodology that is applicable across the industry and, therefore a comparison of similarly titled Non-GAAP Measures or other information relating to operations and financial performance between companies may not be possible. Other companies may calculate the Non-GAAP Measures differently from us, limiting their usefulness as a comparative measure. Although the Non - GAAP measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that they are useful information in relation to our business and financial performance. For further details see “Management’s Discussion and Analysis of Financial Position and Results of Operations – Non-GAAP Measures” and “Risk Factors – We have in this Draft Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance that may vary from any standard methodology that is applicable across the industry we operate” on pages 324 and 50 respectively. Currency and Units of Presentation All references to: • “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupees, the official currency of the Republic of India; • “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America; and • “GBP” or “£” are to Pound sterling, the official currency of the United Kingdom. Our Company has presented certain numerical information in this Draft Red Herring Prospectus in “million” units or in whole numbers where the numbers have been too small to represent in millions. One million represents 1,000,000, one billion represents 1,000,000,000 and one trillion represents 1,000,000,000,000. Exchange Rates This Draft Red Herring 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 other foreign currencies: (in ₹) Currency Exchange rate as at March 31, 2025 March 31, 2024 March 31, 2023 1 USD 85.58 83.37 82.22 1 GBP 110.74 105.29 101.87 Source: www.fbil.org.in; www.oanda.com Note: Exchange rate is rounded off to two decimal points and in case March 31 of any of the respective years is a public holiday, the previous Working Day not being a public holiday has been considered. NOTICE TO PROSPECTIVE INVESTORS The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Draft Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their own examination of our Company and the terms of the Issue, including the merits and risks involved. The Equity Shares issued in the Issue have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside of the United States in offshore transactions as defined in and in compliance with Regulation S and the applicable laws of the jurisdiction where those offers and sales are made. See “Other Regulatory and Statutory Disclosures – Eligibility and Transfer Restrictions” on page 355. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any such jurisdiction except in compliance with the applicable laws of such jurisdiction. Industry and Market Data Unless stated otherwise, information pertaining to the industry in which our Company operates in, contained in this Draft Red Herring Prospectus is derived from the 1Lattice Report which has been exclusively commissioned and paid for by our Company 21pursuant to an engagement letter dated April 1, 2025, for the purpose of understanding the industry in which our Company operates, in connection with this Issue, since no report is publicly available which provides a comprehensive industry analysis, particularly for our Company’s services, that may be similar to the 1Lattice Report. This Draft Red Herring Prospectus contains certain data and statistics from the 1Lattice Report, which will be made available on the website of our Company at www.purplestylelabs.com/investor-relations and also included in “Material Contracts and Documents for Inspection” beginning on page 412. 1Lattice, vide its letter dated September 22, 2025 has confirmed that it is an independent firm with respect to our Company and the Book Running Lead Managers and is not a related party of our Company, Promoter, Directors, Subsidiaries, Key Managerial Personnel or members of Senior Management or the Book Running Lead Managers in accordance with the definition of ‘related party’ under Section 2(76) Companies Act and the SEBI Listing Regulations. Industry sources and publications may base their information on estimates and assumptions that may prove to be incorrect. The extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful depends upon the reader’s familiarity with, and understanding of, the methodologies used in compiling such information. There are no standard data gathering methodologies in the industry in which our Company conducts business and methodologies and assumptions may vary widely among different market and industry sources. Such information involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors” beginning on page 24. 22FORWARD-LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “project”, “seek”, “strive to” “will”, “will achieve”, “will continue”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-looking statements 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. All statements regarding our expected financial condition and results of operations, objectives, business, plans and prospects are forward looking statements, which include statements with respect to our business strategy, our expected revenue and profitability, our goals and other matters discussed in this Draft Red Herring Prospectus, regarding matters that are not historical facts. All statements in this Draft Red Herring Prospectus that are not statements of historical fact are ‘forward–looking statements’. Actual results may differ materially from those suggested by forward-looking statements due to risks or uncertainties associated with expectations relating to and including, restrictions resulting from regulatory changes pertaining to the industry in India and other overseas jurisdictions in which we operate and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India or globally which have an impact on its business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in the industry in which we operate. Certain important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following: (1) We derive a substantial portion of Total PPUS GMV from the womenswear category (75.66%, 77.88% and 81.47% of our Total PPUS GMV in Fiscal 2025, 2024 and 2023). Any variations in demand and changes in consumer preference for our womenswear collection could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects; (2) We depend on our Experience Centers for a significant portion of our Total PPUS GMV. Any disruptions to the operations of these Experience Centers or limitations on our ability to expand and grow these Experience Centers may adversely affect our business, financial condition, cash flows, results of operations and prospects; (3) We depend on our website and mobile application for our online sales. Any disruption to our website or mobile application, including due to technical issues, cyber-attacks or changes in consumer behavior could adversely affect our business, financial condition, cash flows, results of operations and prospects; and (4) Our business is highly concentrated on Indian wedding and occasion wear and vulnerable to changes in consumer preferences which could have an adverse effect on our business, financial condition, cash flows, results of operations and prospects. For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk Factors”, “Industry Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 24, 128, 167 and 313, respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Forward-looking statements reflect current views of our Company as on the date of this Draft Red Herring Prospectus and are not a guarantee of future performance. There can be no assurance to investors that the expectations reflected in these forward-looking statements will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward- looking statements and not to regard such statements to be a guarantee of our future performance. These statements are based on our management’s belief and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon which these forward-looking statements are based on are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Neither our Company, our Directors, the BRLMs nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the requirements of the SEBI ICDR Regulations, our Company shall ensure that Bidders in India are informed of material developments, in relation to statements and undertakings confirmed and undertaken by our Company in this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus from the date thereof until the time of the grant of listing and trading permission by the Stock Exchanges for the Issue. 23SECTION II: RISK FACTORS An investment in our Equity Shares involves a high degree of risk. You should carefully consider the risks described below as well as other information as may be disclosed in this Draft Red Herring Prospectus before making an investment in our Equity Shares. The risks described in this section are those that we consider to be the most significant to our business, results of operations and financial condition as of the date of this Draft Red Herring Prospectus. The risks set out in this section may not be exhaustive and additional risks and uncertainties not presently known to us, or which we currently deem to be immaterial, may arise or may become material in the future and may also impair our business. If any or a combination of the following risks or other risks that are not currently known or are now deemed immaterial actually occur, our business, prospects, results of operations and financial condition, cash flows, could suffer, the trading price and the value of your investment in our Equity Shares could decline and you may lose all or part of your investment. In order to obtain an understanding of our Company and our business, prospective investors should read this section in conjunction with “Industry Overview”, “Our Business”, “Key Regulations and Policies”, “Financial Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Outstanding Litigation and Material Developments” beginning on pages 128, 167, 200, 232, 313 and 342, respectively, as well as the other financial and statistical information contained in this Draft Red Herring Prospectus. Unless specified in the relevant risk factors below, we are not in a position to quantify the financial implication of any of the risks mentioned below. Any potential investor in the Equity Shares should pay particular attention to the fact that we are subject to a regulatory environment in India which may differ significantly from that in other jurisdictions. In making an investment decision, prospective investors must rely on their own examinations of us and the terms of the Issue, including the merits and the risks involved. This Draft Red Herring Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. See “Forward-Looking Statements” beginning on page 23. Unless otherwise stated or the context otherwise requires, the financial information used in this section is derived from our Restated Consolidated Financial Information included in this Draft Red Herring Prospectus. See “Financial Information” beginning on page 232. Unless otherwise indicated, or if the context otherwise requires, in this section, references to “the Company” or “our Company” are to Purple Style Labs Limited on a standalone basis, and references to “the Group”, “we”, “us”, “our”, are to Purple Style Labs Limited and its Subsidiaries, on a consolidated basis. Unless otherwise indicated, industry and market data used in this section have been derived from the report titled “Luxury and Designer Wear Industry Report” dated September 22, 2025 (the “1Lattice Report”) prepared and released by Lattice Technologies Private Limited and exclusively commissioned and paid for by us in connection with the Issue, pursuant to an engagement letter dated April 1, 2025. A copy of the 1Lattice Report is available on the website of our Company at www.purplestylelabs.com/investor- relations. The data included herein includes excerpts from the 1Lattice 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 Issue), that has been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant calendar year. For more information, see “— Certain sections of this Draft Red Herring Prospectus disclose information from the 1Lattice Report which has been prepared exclusively for the Issue and commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks” on page 45. INTERNAL RISKS 1. We derive a substantial portion of Total PPUS GMV from the womenswear category (75.66%, 77.88% and 81.47% of our Total PPUS GMV in Fiscal 2025, 2024 and 2023). Any variations in demand and changes in consumer preference for our womenswear collection could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects. Our business is dependent on the sale of womenswear for a significant portion of our revenues. We also generate revenues from our other product categories including menswear, and others (including jewelry, accessories and kidswear). For further information, see “Our Business – Product Portfolio” on page 180. Set out below are details of PPUS GMV from each of our offerings, for the years indicated: Fiscal 2025 2024 2023 Product category PPUS % of Total PPUS % of Total PPUS % of Total GMV PPUS GMV PPUS GMV PPUS (₹ million) GMV (₹ million) GMV (₹ million) GMV Womenswear 4,451.30 75.66% 4,843.00 77.88% 3,797.50 81.47% Menswear 1,090.78 18.54% 960.48 15.45% 492.90 10.58% Others (including jewelry, accessories and kidswear) 341.02 5.80% 414.53 6.67% 370.54 7.95% Total PPUS GMV 5,883.10 100.00% 6,218.01 100.00% 4,660.94 100.00% 24Any downturn or negative trends in our womenswear product categories, including due to reasons such as consumer demand, consumer confidence, disposable income levels, employment levels, changes in national and international trade policies, and geopolitics and trade tariffs could result in loss of business or reduction in the volume of business from our customers. If we or our Designer Brands are unable to anticipate and gauge customer preferences in womenswear, or if we or our Designer Brands are unable to adapt to such changes in a timely basis or at all, we may lose or fail to attract customers, our products may become obsolete, and we may be subject to pricing pressure to sell such products at a discount. Also see “– Our business is highly concentrated on Indian wedding and occasion wear and vulnerable to changes in consumer preferences which could have an adverse effect on our business, financial condition, cash flows, results of operations and prospects” on page 27. While we have not faced any slowdown in the demand for womenswear or our other product categories in Fiscals 2025, 2024 and 2023 that led to any material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. Further, there can be no assurance that any instance of economic cyclicality, significant reduction in demand or negative trends in our product categories will not occur in the future, which may impact our sales and in turn adversely affect our business, financial condition, cash flows, results of operations and prospects. 2. We depend on our Experience Centers for a significant portion of our Total PPUS GMV. Any disruptions to the operations of these Experience Centers or limitations on our ability to expand and grow these Experience Centers may adversely affect our business, financial condition, cash flows, results of operations and prospects. We operate through an omni-channel model that comprises an online platform together with Experience Centers – ‘Pernia’s Pop- Up Studios’. As of the date of this Draft Red Herring Prospectus, we operate 14 Experience Centers, 13 of which are in India and one Experience Center is in the UK. For further information, see “Our Business – Description of our Business – Our Experience Centers” on page 188. We derive a significant portion of our revenues from our Experience Centers and in particular, we derive a significant portion of our revenues from our Experience Centers located in Delhi and Mumbai in India. Set out below are details of PPUS GMV generated from our Experience Centers, for the years indicated: Fiscal 2025 2024 2023 Particulars % of % of % of PPUS PPUS PPUS Total Total Total GMV GMV GMV (₹ PPUS PPUS PPUS (₹ million) (₹ million) million) GMV GMV GMV Mumbai 1,221.27 20.76% 1,274.32 20.49% 957.37 20.54% Delhi 1,251.42 21.27% 1,265.82 20.36% 850.48 18.25% Hyderabad 425.62 7.23% 279.77 4.50% 189.90 4.07% Ahmedabad 305.94 5.20% 266.72 4.29% 212.62 4.56% Rest of India* 702.77 11.95% 407.68 6.56% 172.59 3.70% UK# 369.18 6.28% 363.99 5.85% 267.67 5.74% * Rest of India includes Bengaluru, Kolkata, Chennai, Surat and Indore. # PPUS GMV attributable to the UK is omni-channel PPUS GMV and includes the PPUS GMV from our online platforms for Fiscals 2023, 2024 and 2025. We cannot assure you that the current locations of our Experience Centers will continue to be attractive or profitable as demographic patterns change, or as leases are renewed/extended on terms less favorable to us. Any social, political or economic development, natural calamities, civil disruptions, forced or voluntary closure, labour disputes, or changes in the policies of the states or local governments in these regions could adversely affect operations at our Experience Centers. Any such negative development could result in an adverse impact on our inability to serve our customers which could affect our reputation. Further, neighborhood or economic conditions where our Experience Centers are located could deteriorate in the future, thus resulting in reduced sales in those locations. Alternatively, neighborhoods could continue to improve and escalate real estate prices, which may not be proportionate to the sales we are able to carry out. In the event real estate prices increase or if we are unable to renew the lease or leave and license agreements for our existing Experience Centers on terms favorable to us, such locations may not be profitable for our business, and we may be compelled to reassess the feasibility of such Experience Centers. Further, our future revenue growth depends upon the successful operation of our Experience Centers, the efficiency of our supply chain management systems and the successful management of our sales, marketing, and support and service teams in these locations. The expansion of our business may require that we establish Experience Centers and manage businesses in different states in India, with different statutory, legal and regulatory framework. While we have not faced any disruption in the operations of our Experience Centers in Fiscals 2025, 2024 and 2023 that led to any material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. Additionally, we have recently opened new Large Format Experience Centers in major cities in India, such as Mumbai and Delhi. Globally, we are in the process of opening an Experience Centre in New York. This may increase our rent costs and there can be no assurance that we will be successful in offsetting such costs with the revenue generated from such Experience Centers. In addition, we may be affected by various factors inherent in carrying out our business operations, such as coordinating and managing operations in several locations, including different political, economic and business conditions and labor laws and associated uncertainties, exposure to different legal standards and enforcement mechanisms, compliance with regulations and difficulties in 25staffing and managing operations and understanding the local business and regulatory requirements. Any of these factors, alone or in combination, could adversely affect our business, financial condition, cash flows, results of operations and prospects. A consistent decline in revenue from specific Experience Centers may necessitate their closure. Frequent closures may adversely affect brand perception and customer trust in the affected regions, potentially resulting in a loss of customer loyalty. While the closure of our Experience Centers has not affected our brand perception and customer loyalty in Fiscals 2025, 2024 and 2023, there is no assurance that such instances will not occur in the future. We cannot assure you that future closures will not be necessary or that such actions will not have an adverse impact on our business, financial condition, cash flows, results of operations and prospects. Further, we depend on the addition of new Experience Centers, to increase sales volume and profitability. Opening new Experience Centers may lead to an increase in our expenses and we may encounter issues in opening these Experience Centers that would affect our profitability. Our ability to effectively lease space for new Experience Centers depends on the availability of real estate that meets our criteria for traffic, location, square footage, among others. In addition, we may not be able to open or profitably operate new Experience Centers in existing, adjacent, or new locations due to market saturation and/or other macro conditions. We cannot assure you that we will be able to timely open and operate new Experience Centers or that any such expansion will be profitable. 3. We depend on our website and mobile application for our online sales. Any disruption to our website or mobile application, including due to technical issues, cyber-attacks or changes in consumer behavior could adversely affect our business, financial condition, cash flows, results of operations and prospects. A portion of our Total PPUS GMV is derived from the sale of products through our online channel which includes our website and mobile application – ‘Pernia’s Pop-Up Shop’. Set out below are details of PPUS GMV generated from our online channels, for the years indicated: Particulars Fiscal 2025 2024 2023 PPUS GMV % of Total PPUS GMV % of Total PPUS GMV % of Total (₹ million) PPUS GMV (₹ million) PPUS GMV (₹ million) PPUS GMV US^ 973.57 16.55% 1,384.75 22.27% 1,173.92 25.19% UK# 369.18 6.28% 363.99 5.85% 267.67 5.74% India (online) 306.18 5.20% 542.89 8.73% 453.16 9.72% Rest of the world* (online) 327.15 5.55% 432.07 6.95% 383.23 8.22% ^ The PPUS GMV attributable to the US is only from our online platforms for Fiscals 2023, 2024 and 2025. That said, as of the date of this Draft Red Herring Prospectus, we are in the process of opening an Experience Center in New York. # The PPUS GMV attributable to the UK is omni-channel PPUS GMV and includes the PPUS GMV from our Experience Center located in the UK. *Rest of the World includes Australia, Canada, the Middle East (including United Arab Emirates, Saudi Arabia, Qatar, Kuwait) and South East Asia (including Singapore), among others. Any system interruptions that result in the unavailability or slowdown of our website or mobile application could reduce our sales and make us less attractive to our customers. Technical issues in relation to our website or mobile application such as server downtime, software bugs, or inadequate performance can hinder customer access and transactions, leading to potential loss of sales. For instance, server downtime can prevent customers from accessing our website or mobile application, resulting in missed sales opportunities and potential loss of customer trust. Software bugs can disrupt the functionality of our website or mobile application, causing frustration for users and potentially driving them to competitors. Inadequate performance of our website or mobile application, such as slow loading times or poor user interface design, can negatively impact the customer experience, reducing the likelihood of repeat purchases. Shifts in consumer behavior, such as changes in online shopping preferences or reduced trust in e- commerce, could negatively impact our online sales. Additionally, our website and mobile application is managed by a dedicated in-house team. Any loss of manpower within this team, delays in recruiting and training new personnel could adversely affect our website and mobile application operations, which could lead to a decline in customer satisfaction. Also see “ – We rely on mobile operating systems and application marketplaces to make our applications available to participants that utilize our platform, and if we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high customers’ reviews, our usage or brand recognition could decline and our business, financial condition, cash flows, results of operations and prospects could be adversely affected” on page 32. Our website and mobile application are also vulnerable to cyber-attacks, including data breaches and hacking attempts, which pose significant risks to the security and integrity of our online platform. Data breaches can result in unauthorized access to sensitive customer information, leading to financial losses, legal liabilities, and damage to our reputation. While we have not faced any instances of disruption to our website or mobile application in Fiscals 2025, 2024 and 2023 that led to any material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. Any occurrence of the abovementioned instances could subject us to brand or reputational harm, competitive harm or legal liability, which in turn could adversely affect our business, financial condition, cash flows, results of operations and prospects. 264. Our business is highly concentrated on Indian wedding and occasion wear and vulnerable to changes in consumer preferences which could have an adverse effect on our business, financial condition, cash flows, results of operations and prospects. Our business is currently highly concentrated on Indian wedding and occasion wear, the sales of which may decline as a result of increased competition, regulatory action, pricing pressures or fluctuations in the demand for or supply of our products and other factors outside our control. In particular, our business is characterized by changing customer preferences. Our results of operations are dependent on our ability to attract customers by anticipating, gauging and responding to such changes in customer preferences, and procuring designs of new attires and accessories or modify our existing products in line with changes in fashion trends as well as customer demands and preferences. The number of customers demanding Indian wedding and occasion wear may not continue to increase, or our customers may not consider our wedding and occasion wear or prefer alternatives offered by our competitors. In the longer term, consumer attitudes towards Indian wedding and occasion wear may change, such as the younger generations of people in India becoming less likely to purchase and wear Indian wedding and occasion wear, or host the types of weddings, celebrations and other functions at which such occasion wear are worn, leading to decreased demand for our products. If we or our Designer Brands are unable to anticipate, gauge and respond to changing customer preferences or fashion trends, or if we are unable to adapt to such changes by modifying our existing products or offer new products on a timely basis, we may lose or fail to attract customers. A decline in demand for our products or a misjudgment on our part could lead to increased market acceptance of our competitors’ offerings which could lead to us having lower sales and excess inventories. This may render us unable to support new growth and cause a decline in our revenues and profits, which would adversely affect our business, financial condition, cash flows, results of operations and prospects. While we have not faced any instances of adverse trends or decline in demand for Indian wedding and occasion wear in Fiscals 2025, 2024 and 2023 that led to any material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. 5. Any inability on our part to enhance our presence, increase our customer base and expand our footprint may adversely impact our business, financial condition, cash flows, results of operations and prospects. As of March 31, 2025, we offer our customers luxury fashion products sourced from 1,312 Active Designer Brands, including Seema Gujral, Amit Aggarwal, Rohit Gandhi & Rahul Khanna and Anushree Reddy. For further details, see “Our Business – Description of our Business – Designer Brands” on page 186. As a branded luxury retailer, we employ a comprehensive and multi-faceted approach to sales and marketing, designed to strengthen our brand presence and connect with our target audience across various platforms. We use targeted marketing initiatives such as curating events at our Experience Centers and other venues, advertisements and advertorials in newspapers and magazines, digital marketing campaigns and collaboration with social media influencers and content creators, and targeted digital and advertising campaigns. For further details see, “Our Business – Sales and Marketing” on page 193. Maintaining and enhancing the brands may require us to make substantial investments and incur substantial expenses in many areas including marketing, advertising, community relations and employee training. While we have been successful in optimizing our marketing expenses in the last three Fiscals, there can be no assurance that we will be able to continue to do so in the future. Set out below are details of our sales and marketing expenses, for the years indicated: Fiscal Particulars 2025 2024 2023 Sales and marketing expenses (₹ million) 331.68 541.13 475.37 Revenue from operations (₹ million) 4,899.09 5,043.73 3,691.93 Sales and marketing expenses as a percentage of Revenue from operations (%) 6.77% 10.73% 12.88% Any negative publicity about us or any complaints or negative reviews by customers, alleged misconduct, unethical business practices, inadequate customer services, safety breaches or other improper activities, or rumors relating to our business, directors, officers, employees or shareholders, could harm our reputation, business, financial condition, cash flows, results of operations and prospects. These allegations, even if not proved, may lead to inquiries, investigations, or other legal actions against us which could cause us to incur significant costs to defend ourselves. While we have not faced any instances of negative publicity that led to any adverse effect on our business or operations in Fiscals 2025, 2024 and 2023, there can be no assurance that such instances will not occur in the future. 6. We depend on our top Designer Brands for a significant portion of our Total PPUS GMV (our top 10 Designer Brands contributed 26.54%, 23.44% and 24.57% of our Total PPUS GMV in Fiscals 2025, 2024 and 2023). If we fail to retain our existing Designer Brands or add new designer brands to our portfolio in a cost-effective manner, or if our Designer Brands fail to supply quality products, our business, financial condition, cash flows, results of operations and prospects may be adversely affected. We believe that the growth of our business and revenue is dependent upon our ability to continue to enhance our network of existing Designer Brands and add new high-value designer brands, in order to increase our reputation as a luxury fashion retailer, drive 27revenue growth and achieve profitability. We depend on our top Designer Brands for a significant portion of our revenues. Set out below are details of the PPUS GMV of our top 10, 25, 50 and 100 Designer Brands for the years indicated. Fiscal Particulars 2025 2024 2023 PPUS GMV % of Total PPUS GMV % of Total PPUS GMV % of Total (₹ million) PPUS GMV (₹ million) PPUS GMV (₹ million) PPUS GMV Top 10 Designer Brands 1,561.24 26.54% 1,457.75 23.44% 1,145.04 24.57% Top 25 Designer Brands 2,420.48 41.14% 2,288.23 36.80% 1,791.20 38.43% Top 50 Designer Brands 3,298.39 56.07% 3,204.51 51.54% 2,445.01 52.46% Top 100 Designer Brands 4,231.54 71.93% 4,151.93 66.77% 3,123.46 67.01% Note: These designer brands represent the top 10, 25, 50 and 100 Designer Brands, respectively, for each of the respective years and may not necessarily be the same Designer Brands across the years. Further, set out below are the number of Active Designer Brands associated with us during the years indicated: Particulars As at March 31, 2025 2024 2023 Number of Active Designer Brands 1,312 1,910 1,794 Further, an increase in the operating costs of our Designer Brands could cause them to raise prices, renegotiate markdown, withdraw discounts or cease operations, which could in turn adversely affect our operational costs and efficiency. If Designer Brands on our platform were to cease operations, temporarily or permanently, we may not be able to provide customers with sufficient designer brand selection, which may reduce the number of customers on our platform. Many of the factors affecting the operating costs of our Designer Brands, including off-premise costs and prices, are beyond the control of our Designer Brands and include inflation, costs associated with the goods provided, labor and employee benefit costs and rent costs, among others. Additionally, if Designer Brands try to pass along increased operating costs and raise prices of products, our order volume may decline, which we expect would adversely affect our business, financial condition, cash flows, results of operations and prospects. While we have not faced any instances of difficulties in retaining Designer Brands or had any quality issues with their products or where Designer Brands have passed operating costs to us in Fiscals 2025, 2024 and 2023 that led to any adverse effect on our business or operations, there can be no assurance that such instances will not occur in the future. 7. We derive a significant portion of our Total PPUS GMV from outside India (28.38%, 35.07% and 39.15% of our Total PPUS GMV in Fiscals 2025, 2024 and 2023) which exposes us to risks inherent to operations in these foreign jurisdictions. Any adverse developments in the international markets that we operate or intend to expand to, including but not limited to foreign currency exchange rate fluctuations, could have an adverse effect on our business, financial condition, cash flows, results of operations and prospects. We have catered to customers located in 140 countries in Fiscals 2025, 2024 and 2023 collectively. Set out below are details of the PPUS GMV generated from various geographies, for the years indicated: Region Fiscal 2025 2024 2023 PPUS GMV % of Total PPUS GMV % of Total PPUS GMV (₹ % of Total (₹ million) PPUS GMV (₹ million) PPUS GMV million) PPUS GMV India# 4,213.20 71.62% 4,037.20 64.93% 2,836.12 60.85% International US^ 973.57 16.55% 1,384.75 22.27% 1,173.92 25.19% UK# 369.18 6.28% 363.99 5.85% 267.67 5.74% Rest of the World* 327.15 5.55% 432.07 6.95% 383.23 8.22% Total 1,669.90 28.38% 2,180.81 35.07% 1,824.82 39.15% (International) Total PPUS GMV 5,883.10 100.00% 6,218.01 100.00% 4,660.94 100.00% #PPUS GMV of PPUS Omni-channel, including the PPUS GMV from Experience Centers located in the relevant region. ^ The PPUS GMV attributable to the US is only from our online platform for Fiscals 2023, 2024 and 2025. That said, as of the date of this Draft Red Herring Prospectus, we are in the process of opening an Experience Center in New York. * Rest of the World includes Australia, Canada, the Middle East (including United Arab Emirates, Saudi Arabia, Qatar, Kuwait) and South East Asia (including Singapore), among others. A portion of our revenues comprise revenues from export sales. While customers outside India typically pay in advance for their orders, the payment gateways transfer the amount to us within seven days, and not immediately which exposes us to delays and foreign currency fluctuation risks. We are therefore exposed to a risk that the fair value or future cash flows of exposure will fluctuate because of changes in foreign exchange rates, due to the revenue that we receive. Further, we do not have a formal hedging policy. Further, any failure to comply with applicable laws or regulations (including in relation to duties, tariffs and taxation) of the jurisdictions we operate in can lead to civil, administrative or criminal penalties, including fines or the revocation of permits and 28licenses that may be necessary for our business activities in the relevant jurisdiction. In addition, the costs associated with entering and establishing ourselves in new markets, and expanding such operations, may be higher than expected, and we may face significant competition in those regions. As on the date of this Draft Red Herring Prospectus, we have one Experience Centre in the United Kingdom and are in the process of opening another Experience Centre in New York. While we have not faced any instances of difficulties in expansion of our international operations in Fiscals 2025, 2024 and 2023 that led to any material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. Our existing international operations and expansion of exports in the future may lead to any of these above-mentioned developments, which in turn could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects. For more details, see “– Changes in international trade policies, geopolitics and trade tariffs, export controls, economic or trade sanctions may materially and adversely affect our business, financial condition and results of operations” on page 36. 8. We have had losses in the past and have negative retained earnings amounting to ₹4,230.46 million as of March 31, 2025. Any increase in our losses or negative retained earnings over extended periods could have an adverse impact on our results of operations, financial condition and cash flows. The table below sets forth details of our losses for the years indicated: Fiscal Particulars 2025 2024 2023 Profit/(Loss) after tax (in ₹ million) (1,885.50) (477.10) (413.89) Further, as of March 31, 2025, we had negative retained earnings amounting to ₹4,230.46 million. There is no assurance that we will not continue to incur losses in the future. In addition, the operating expenses for us including employee costs and interest expenses, may increase in the future due to various factors including expansion of operations, addition of human resources, our marketing initiatives and upgradation of operational and financial systems. In addition, some of our Subsidiaries operate in foreign jurisdictions and may be subject to foreign exchange fluctuations, or local regulatory restrictions, which may limit our ability to restructure, monetize, or support such businesses efficiently. Further, we may not be able to recover our investment in such entities. If we are unable to turn around or divest loss-making Subsidiaries, we may be required to recognize impairment losses on our investments in such entities, which would adversely affect our financial results. For instance, we have realized impairment losses on the investment made by us in our Subsidiary, Purple Style Labs UK Limited. As a result, any decrease or delay in generating additional revenue could result in substantial operating losses which would have an adverse effect on our results of operations and financial condition. 9. The premises of all our Experience Centers are either licensed or leased. If we fail to renew these leases on competitive terms or at all or if we are unable to manage our lease rental costs, our business, financial condition, cash flows, results of operations and prospects would be materially and adversely affected. We operate all our Experience Centers on a lease or leave and license basis, which typically varies from three to nine years, which exposes us to the market conditions of the retail rental market. Most of our lease agreements for our Experience Centers contain an early termination clause that permits us to terminate the lease agreement early after completion of the lock-in period, as specified therein. For renewal of these leases, we typically need to renegotiate the terms of renewal with the lessor, who may insist on significant modifications to the terms and conditions of the lease agreement. If a lease agreement is renewed at a rate substantially higher than the existing rate, or if any existing favorable terms granted by the lessor are not extended, we must determine whether it is desirable to renew on such modified terms. While there have been no such instances in Fiscals 2025, 2024 and 2023, if we are unable to renew leases for our Experience Centers on acceptable terms or at all, we will have to close or relocate the relevant Experience Centers, which would eliminate the sales that those Experience Centers would have contributed to our Total PPUS GMV during the period of closure and could subject us to renovation and other costs and risks. This is also applicable to such lease or leave and license agreements which do not have an option for renewal and for which new agreements have to be negotiated and executed. We are subject to a lock-in provision in some of our leases which may restrict our ability to terminate such leases, including in the event the location of the leased premises is no longer profitable or if a more strategic location becomes available. Further, certain of our lease agreements include provisions specifying fixed increases in rental payments over the respective terms of the lease agreements. While these provisions have been negotiated and are specified in the lease agreement, they will increase our costs of operation and therefore may materially and adversely affect our results of operation if we are not able to pass on the increased costs to our customers. For details relating to our properties, see “Our Business – Property” on page 196. As part of our Experience Center onboarding process, we may enter into letters of intent and submit deposits to the relevant owners of the properties where a new Experience Centre will be located. The letters of intent are typically followed by a definitive lease agreement in the form of a lease deed or leave and license agreement being entered into between parties. In the event definitive agreements are not entered into within a specified time period, the letters of intent may lapse unless extended. We may be delayed or be unable to enter a definitive lease agreement with respect to a specific site for various reasons, some of which are beyond our control. Further, in the event such letters of intent lapse or are terminated, we may have to identify alternate Experience Centre locations for which we expend significant time and resources. In addition, any regulatory non-compliance by the lessor or us or adverse development relating to the lessors’ title or ownership rights to such properties, may entail significant disruptions to our operations, especially if we are forced to vacate the leased space 29following such developments. While in the past, there have been no such instances which have had a material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. If our sales do not increase in line with our rent and costs, including setup and interior design costs, our profitability, business, results of operations, financial condition and cash flows could be adversely affected. 10. Our Designer Brands manufacture the products that we sell through PPUS Omni-channel and any failure in their quality control processes may damage our reputation, and adversely affect our business, financial condition, cash flows, results of operations and prospects. We may face reputational harm or proceedings if the quality of the products do not meet our customers’ expectations. The products that we sell through PPUS Omni-channel are manufactured by our Designer Brands and may contain quality issues or undetected errors or defects, resulting from manufacturing defects and negligence in storage or handling of the products. We set internal quality standards, including consistent definitions of defects to be detected and our quality control teams perform quality control processes, including regular inspections before the products leave our Experience Centers and back-end offices. However, we cannot assure you that our quality standards will be adhered to, and if they are not, that our quality control processes and inspections will accurately detect all deficiencies in the quality of the products at all times before such products reach the customers. We have, from time to time, due to quality defects, exchanged or accepted returns of products sold to our customers in accordance with our exchange and returns policy, or otherwise, have sold these products at a discount. In the event the quality of these products is not in accordance with our standards or the products are defective, our customers may return such products, we may be required to recall or exchange such products at additional cost to us and our reputation may be impacted. Under our agreements with the Designer Brands, the responsibility for absorbing the cost of returned products is determined on a case-by-case basis. While typically, the Designer Brands bear the cost if the return is due to their fault (such as manufacturing defects, customization errors, or delays solely attributable to the Designer Brands), however, in certain instances, we may retain the returned products as outright inventory. If we absorb the cost of returned products (either by refunding the customer and by holding the product as inventory for future sale), our margins and profitability may be impacted. This is particularly relevant in cases where the product cannot be resold at full value or must be discounted to facilitate liquidation, leading to further financial loss. Additionally, in case any quality defect is identified by us, the product may be returned to the Designer Brand which can cause delay in the delivery of the product to the customer. Further, we may not be able to recover the cost of delay for such defective products. While we have not faced any instances of breach of quality control processes in Fiscals 2025, 2024 and 2023 that led to any material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. While we have not faced any instances of merchandise returns Fiscals 2025, 2024 and 2023 that led to any material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. Any significant increase in merchandise returns in the future could adversely affect our business, financial condition, cash flows, results of operations and prospects. Any deficiencies in the quality of the products may cause adverse reactions to users of such products, such as inflammation of skin. This may expose us to product liability claims and legal proceedings brought against us by our customers. While we have not faced any incident of a material product liability losses in Fiscals 2025, 2024 and 2023, there is no assurance that we will not incur significant costs to defend such claims in the future. Also see “ – Our insurance coverage may not be sufficient or may not adequately protect us against risks and unexpected events, which may adversely affect our business, financial condition, cash flows, results of operations and prospects” on page 39. While in most cases of product liability claims, we are adequately indemnified by the Designer Brand, such claims, successful or otherwise, may adversely affect our reputation, brand image and sales. Our inability to avoid or defend product liability claims may adversely affect our business, financial condition, cash flows, results of operations and prospects. While we have not faced any instances of product liability claims in Fiscals 2025, 2024 and 2023 that led to any material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. 11. Our industry is competitive in both the offline and the online channels, with the potential to adversely affect our sales and our ability to work at high margins. Our inability to compete effectively may adversely affect our business, financial condition, cash flows, results of operations and prospects. The wedding and occasion wear industry and the luxury fashion industry in India is competitive, with several regional brands and unorganized retailers present in local markets across the country, further characterized by rapid shifts in consumer trends. The Indian occasion wear industry and the luxury fashion industry has been a highly unorganized market according to the 1Lattice Report. Our products compete with local retailers and products of other established brands, in India as well as globally, and with other players in the retail, wholesaler and e-commerce space. In the future, competitors may develop alliances with our Designer Brands and compete against us, acquire greater resources, adapt to trends quicker, expand market presence and geographic reach, have more prominent locations of Experience Centers and have stronger brand recognition. As a result, our competitors may be able to withstand industry downturns better than us or sell their products at more competitive prices. We also compete with online retailers. According to the 1Lattice Report, online platforms are gradually gaining traction through specialized omni-channel retailers such as us which cater to premium and designer ethnic wear. Key factors influencing online growth include rising e-commerce adoption, digital trial and customization solutions, access to tier 2 and tier 3 markets and influence of social media and digital marketing, according to the 1Lattice Report. We operate an omni-channel network supported by a seamless integration between our online and offline channels. 30We cannot assure you that we will be able to compete successfully in the future against our existing or potential competitors, or that our business and results of operations will not be adversely affected by increased competition in the offline and online channels. Our competitors may significantly increase their advertising expenses to promote their brands and products, which may require us to similarly increase our advertising, publicity and sales promotion expenses and engage in effective pricing strategies, which may have an adverse effect on our business and results of operations. Also see “Industry Overview” beginning on page 128. 12. If we fail to attract new customers, retain existing customers, or maintain or increase sales to customers, our business, financial condition, cash flows, results of operations and prospects will be harmed. Our success largely depends upon our ability to expand and retain our customer base. In order to attract new customers and continue to expand our customer base, we must appeal to and attract customers who identify with our products. If the number of people who are willing to purchase our products does not continue to increase, if we fail to deliver a high quality shopping experience, or if our current or potential future customers are not convinced that our product selections and after sales services are superior to alternatives, then our ability to retain existing customers, acquire new customers, and grow our business may be harmed. We have historically been dependent, and expect to depend, on orders from our repeat customers, for a substantial portion of Total PPUS GMV. If existing customers no longer find our products appealing, are not satisfied with our customer service, or if we are unable to timely update our products to meet current trends and customer demands, our existing customers may not make purchases, or if they do, they may make fewer or smaller purchases in the future. Set out below are details of our repeat customers for the years indicated: Particulars Fiscal 2025 2024 2023 Total customers 70,651 92,672 78,968 Repeat customers as a percentage of total customers (%) 28.05% 22.29% 18.86% PPUS GMV from repeat customers as a percentage of Total PPUS GMV 30.80% 26.05% 22.63% (%) Orders from repeat customer as a percentage of PPUS No. of Orders (%) 33.57% 28.40% 25.36% Note: Repeat customers for a given period are those customers who have had at least one order processed during the given period and at least one order processed prior to the given period since Fiscal 2019. Also set out below are details of the PPUS AOV: Particulars Fiscal 2025 2024 2023 PPUS AOV (₹) 56,106.44 45,512.52 39,499.84 Year-on-year growth (%) 23.28% 15.22% N.A. We have made significant investments in the past to enhance our brand and attract new customers and we expect to continue to make optimum investments to promote our products. Such campaigns can be expensive and may not result in new customers or increased sales of our products. Further, as our brand becomes more widely known, we may not attract new customers or increase our net revenue at the same rates as we have in the past. If we are unable to acquire new customers who purchase products in numbers sufficient to grow our business, we may not be able to generate the scale necessary to drive beneficial network effects with our Designer Brands, our net revenue may decrease, and our business, financial condition, cash flows, results of operations and prospects may be adversely affected. If we are unable to continue to attract new customers or our existing customers decrease their spending on the products we offer or fail to make repeat purchases of our products, our business, financial condition, cash flows, results of operations and prospects will be harmed. 13. The wide variety of payment methods that we accept subjects us to third-party payment processing-related risks, which if materialized could adversely affect our business, financial condition, cash flows, results of operations and prospects. Our online payment options include certain non-cash options such as credit and debit cards, digital wallets, UPI payment, net banking or cheques provided at our Experience Centers, and we may offer additional options over time. For third-party payment methods and credit and debit cards, we pay interchange and other service fees, which may increase overtime and raise our operating costs. Any disruption in the functioning of our third-party payment processor providers, even if caused due to factors completely external to us, can adversely affect our brand and reputation. We may also be subject to fraud, unreasonable chargeback, security breaches and other illegal activities in connection with the various payment methods we offer. In addition, we are subject to various rules, regulations and requirements, regulatory or otherwise, governing payment processing and payment card network operating rules, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we or our third party payment gateway operators fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept electronic payments from our customers, process electronic funds transfers or facilitate other types of online payments, and our business, financial condition, cash flows, results of operations and prospects could be materially and adversely affected. We use third-party payment processor providers to provide payment processing services, 31including the processing of payment from the credit and debit cards of our customers. Our business may be disrupted if any of these third-party payment processor providers become unwilling or unable to provide these services to us. We also provide the option for cash on delivery which may subject us to risks of cash pilferage and orders returned without reason. Additionally, our third-party payment processor providers requires us to comply with payment card network operating rules, which are set and interpreted by the payment card networks. The payment card networks could adopt new operating rules or interpret or reinterpret existing rules in ways that may render an increase in costs. If we fail to comply with these rules or regulations, we may be subject to fines and higher transaction fees or lose our ability to accept credit and debit card payments from customers or facilitate other types of online payments, and our business, financial condition, cash flows, results of operations and prospects could be adversely affected. We have also agreed to reimburse our third-party payment processor for any reversals, fraudulent credit card charges, chargebacks, and fines that may be assessed by payment card networks if we violate these rules. Further, there can be no assurance that private information about our customers will be protected on third-party payment processor providers. Any of the foregoing risks could adversely affect our business, financial condition, cash flows, results of operations and prospects. While we have not faced any instances of increased costs or any difficulties in relation to our third-party payment processor providers in Fiscals 2025, 2024 and 2023 that led to any material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. 14. We rely on mobile operating systems and application marketplaces to make our applications available to participants that utilize our platform, and if we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high customers’ reviews, our usage or brand recognition could decline and our business, financial condition, cash flows, results of operations and prospects could be adversely affected. We depend on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make our applications available to all participants that utilize our platform. Any changes in such systems and policies of the app stores could adversely affect distribution, accessibility and availability of our mobile applications. If such mobile operating systems or application marketplaces limit or prohibit us from making our platform available to participants that utilize our platform, make changes that degrade the functionality of our applications, increase the cost of using our platform, mobile applications or website, impose terms of use unsatisfactory to us, or modify their search or ratings algorithms in ways that are detrimental to us, or if our competitors’ placement in such mobile operating systems’ application marketplace is more prominent than the placement of our applications, our customer growth could slow down. While we have not faced any instances of fluctuations or disruptions in installations or use of our mobile applications in Fiscals 2025, 2024 and 2023 that led to any material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. Any of the foregoing risks could adversely affect our business, financial condition, cash flows, results of operations and prospects. As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support our platform or effectively roll out updates to our applications. Additionally, in order to deliver high-quality applications, we need to ensure that our platform is designed to work effectively with a range of mobile technologies, systems, networks, and standards. We may not be successful in developing or maintaining relationships with key participants in the mobile industry that enhance customer experience. If we are unable to adapt to changes in popular mobile operating systems, we expect that our customer growth and customer engagement would be adversely affected. 15. There are outstanding litigation involving our Company, our Directors and Subsidiaries. An adverse outcome in any of these proceedings may affect our reputation or standing or may impact our future business or could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects. As of the date of this Draft Red Herring Prospectus, we are involved in certain tax, regulatory and criminal legal proceedings which are pending at different levels of adjudication before various courts, tribunals, forums and appellate authorities. We cannot assure you that these legal proceedings will be decided in our favor. Decisions in proceedings adverse to our interests may have a significant adverse effect on our business, financial condition, cash flows and results of operations. In relation to tax proceedings, in the event of any adverse outcome, we may be required to pay the disputed amounts along with applicable interest and penalty and may also incur additional tax incidence going forward. A summary of pending material civil, tax and criminal proceedings involving our Company, Subsidiaries, Directors, Promoter, KMPs, and SMPs, as identified by our Company pursuant to the Materiality Policy adopted by our Board is provided below: Name of Entity Criminal Tax proceedings Statutory or Disciplinary Material civil Aggregate proceedings regulatory actions by the litigations amount involved proceedings SEBI or Stock (1) (₹ in million) (2) Exchanges against our Promoter Company By our Company Nil Nil NA NA Nil Nil Against our Nil 4 4 NA Nil 14.99 Company 32Name of Entity Criminal Tax proceedings Statutory or Disciplinary Material civil Aggregate proceedings regulatory actions by the litigations amount involved proceedings SEBI or Stock (1) (₹ in million) (2) Exchanges against our Promoter Subsidiaries By the Subsidiaries 9 Nil Nil NA Nil 1.39 Against Nil 2 3 NA Nil 38.28 Subsidiaries Promoter By the Promoter Nil Nil Nil Nil Nil Nil Against the Nil Nil Nil(5) Nil Nil Nil Promoter Directors(3) By the Directors Nil Nil Nil NA Nil Nil Against the 4 4 Nil(5) NA 4 760.30(6) Directors Key Managerial Personnel(4) By the KMP Nil NA NA NA NA NA Against the KMP Nil NA Nil(5) NA NA NA Member of Senior Management By the SMP 1 NA NA NA NA NA Against the SMP Nil NA Nil NA NA NA Notes: 1) Determined in accordance with the Materiality Policy. 2) To the extent quantifiable. 3) This excludes the Promoter of our Company. 4) This excludes the Whole-Time Directors of our Company. 5) Our Company, along with Abhishek Agarwal, our Promoter, Whole-Time Director and Chief Executive Officer, and Abhinav Agarwal, our Whole-Time Director and Chief Business Officer, has filed an adjudication application dated September 15, 2025 with the RoC. For the purposes of calculation in the above table, such application has been included in the matters involving our Company and excluded from the matters involving our Directors, Promoter and Key Managerial Personnel. 6) The 12 matters disclosed herein pertain to our Non-Executive Directors and Independent Director that are in relation to their association with other companies in various capacities. As on the date of this Draft Red Herring Prospectus, there is no pending litigation involving our Group Company which has a material impact on our Company. The names of our Non-Executive Directors, Rahul Garg, and Harminder Sahni, appear in the list of the CIBIL defaulter database, which are in relation to ongoing proceedings involving certain companies where they served in non-executive capacities. Both directors have formally requested the relevant financial institutions and banks to rectify their records and remove their names from the CIBIL defaulter database. Further, Rahul Garg, together with certain other directors of a company with which he was formerly associated in a non-executive capacity, received show cause notices from a banking institution following a forensic audit that identified potential irregularities in relation to certain matters including related party transactions. Rahul has since responded to the show cause notice and is yet to receive any further communication in this regard. We cannot assure you that our Directors will not receive such notices in the future. Any adverse proceedings or rulings against our Directors may, among other things, have an effect on their ability to continue on our Board of Directors. Our Company has also filed an adjudication application dated September 15, 2025 under section 454 of the Companies Act, 2013 with the RoC in connection with adjudication of penalties for contravention of provisions of Section 42 of the Companies Act, 2013 for an allotment made by the Company to one investor under private placement on January 17, 2020 for an aggregate consideration of ₹ 5.02 million, including (i) inadvertent issuance of private placement offer cum application letter to the investor upon approval of the Board and shareholders of our Company, but prior to filing of e-form MGT-14 with respect to the special resolution passed by the Shareholders with the RoC; (ii) delay of 18 days in filing of e-form PAS-3 with the RoC; (iii) not opening a separate bank account for receiving money pursuant to the allotment; and (iv) utilization of monies raised through private placement prior to filing of the e-form PAS-3 with the RoC. For further details, see “Outstanding Litigation and Material Developments – Litigation involving our Company – Actions taken by regulatory or statutory authorities” on page 343. Involvement in such proceedings could divert our management’s time and attention and consume financial resources. Even if our claim is adjudicated successfully, we may be subject to substantial costs incurred pursuant to any adverse rulings in these proceedings or consequent levy of penalties. We may need to make payments or make provisions for future payments, which may increase expenses and current or contingent liabilities. Decisions in proceedings adverse to our interests may have a significant adverse effect on our financial condition, and cash flows. 16. Our Designer Brands set their own prices for products that are sold on our online platform, which could affect our ability to respond to consumer preferences and trends. While we attract and host Designer Brands that cater to customers with differing spending power, such as premium and luxury brands, the sales prices or maximum retail price at which the products are sold through our channels are not within our control, which may affect our ability to respond to consumer preferences and trends. In addition, Designer Brands may determine, based on 33the vast selection of products and brands that we offer on our platform, that they can more competitively price their products through other distribution channels. Additionally, we also face contractual risks in respect of our non-exclusive agreements with the Designer Brands as they may choose such other channels instead of listing all or any of their products on our platform. 17. We are dependent on our Designer Brands to maintain and enhance the popularity of their respective brands, in the absence of which, we may suffer an adverse impact on our business, financial condition, cash flows, results of operations and prospects. The success of our business depends on our Designer Brands, including their public perception, recognition and ability to develop, maintain and strengthen these brands. Such Designer Brands on our platform are owned, developed, and marketed by the respective third-party designer over which we exercise no direct control. Our business therefore relies upon the appeal and quality of such Designer Brands, and their ability to invest in marketing advertising, social-media outreach, and other brand-building activities. Should any of these third-party designers experience interruptions in production, receive negative publicity, face allegations of unethical practices, adopt ineffective marketing strategies, or otherwise fail to maintain or enhance the consumer perception of their brands, demand for their products on our platform could diminish materially. If our Designer Brands fail to preserve the value of these brands, maintain our reputation, or attract customers through, for example, quality after-sale services to our customers, our business could be adversely impacted. 18. Our inability to successfully sustain our recent growth and implement our business plan and strategies could adversely affect our business, financial condition, cash flows, results of operations and prospects. Over the last few years, we have expanded our operations and experienced growth. Set out below are details of certain other growth metrics, as of and for the years indicated: Fiscal Particulars 2025 2024 2023 EBITDA (₹ million)1 419.88 316.28 21.96 EBITDA margin (%)2 8.57% 6.27% 0.59% 1. EBITDA refers to earnings before interest, taxes, depreciation and amortisation which has been arrived at by adding finance costs, depreciation and amortisation expense to the Profit/(loss) before exceptional item and tax for the year. 2. EBITDA Margin represents EBITDA divided by Revenue from operations. Ensuring that such growth continues requires managing complexities across all aspects of our business, including those associated with increased headcount, integration of acquisitions, expansion into domestic and international markets and cities, introduction of new products and brands, and implementation of appropriate systems and controls to grow the business. Our continued growth requires significant time and attention from our management and may place strains on our operational systems and processes, financial systems and internal controls and other aspects of our business. We cannot assure you that we will be able to sustain the levels of growth that we have previously experienced. Any inability to do so on our part may adversely affect our business, financial condition, cash flows, results of operations and prospects. Since early 2024, we have implemented a strategy to optimize the Designer Brand mix available on our platform by reducing Designer Brands with lower-value product lines and focusing instead on more premium Designer Brands that drive higher sales and profitability. While this approach is intended to enhance our financial performance and strengthen our positioning as a luxury fashion destination, it has resulted in a decrease in the number of Designer Brands featured on our platform. In parallel, our focus on optimizing the designer brand mix has also led to a decrease in the number of customers, as we have shifted our attention towards retaining and engaging higher-value customers who are more likely to generate significant revenue. The decrease in the number of Designer Brands and the corresponding reduction in product variety may alienate certain customer segments, particularly those who are price-sensitive or who prefer emerging or niche designers. This could lead to a decline in overall customer numbers and reduce the frequency of purchases from customers who no longer find their preferred brands or products on our platform. There can be no assurance that our strategy of optimizing the Designer Brand mix and customer base will not have a material adverse effect on our business, financial condition, results of operations, or prospects. If we are unable to effectively balance the benefits of focusing on premium Designer Brands with the need to maintain a diverse and appealing product assortment, we may experience further declines in customer numbers, reduced sales, and diminished brand equity. See “Our Business – Our Strategies” on page 176. Our growth strategies may be subject to the various risks, including, among others: (a) inability to persuade existing customers to shift to more premium brands, or to cross-sell other brands; (b) inability to increase our market share if, among other things, we face increased competition from online and offline retailers and other competitors; (c) challenges in developing, integrating, managing and motivating our employees; and (d) inability to open new Experience Centers in attractive and suitable locations or inability to expand the floor area and improve the productivity, standards and sales for our existing Experience Centers. There can be no assurance that we will be able to successfully implement our business expansion plans and growth strategies. If any of the aforementioned risks were to materialize, our business, financial condition, cash flows, results of operations and prospects may be adversely affected. 3419. Our business depends on the growth of the online commerce industry globally and our ability to effectively respond to changing user behavior on digital platforms. Online commerce is still developing in India. Although we operate 14 Experience Centers globally with 13 Experience Centers in India and one in the UK, as of the date of this Draft Red Herring Prospectus, we derive a portion of our revenue through online channels. For further information, see “ – We depend on our website and mobile application for our online sales. Any disruption to our website or mobile application, including due to technical issues, cyber-attacks or changes in consumer behavior could adversely affect our business, financial condition, cash flows, results of operations and prospects” on page 26. Accordingly, our revenues depend substantially on the receptiveness and spending of Indian customers and advertisers to the internet as a way to conduct commerce, purchase goods and carry out financial transactions. For online revenue base to grow, customers and sellers must continue to adopt new and alternative ways of conducting commerce, purchasing goods and exchanging information, such as through the internet and mobile devices, and we must hence effectively respond to changing user behavior on such digital platforms. As the development of mobile application-based e-commerce is dynamic and subject to risk of rapid disruption driven by technology innovations, we must continuously innovate to overcome the fact that potential customers are presented with an increasingly large number of options to choose from. Other factors applicable to the industry that might prevent potential customers from purchasing products from e-commerce platforms, including our platform, include: (a) concerns about buying products online without a physical storefront, face-to-face interaction with sales personnel and the ability to physically handle and examine products; (b) concerns about delayed shipments or the inconvenience and cost of returning or exchanging items purchased online; (c) concerns about the security of online transactions and the privacy of personal information; and (d) usability, functionality and features of online platforms. If the online commerce industry in India and in particular the online market for luxury and fashion products do not develop and grow, our business will not grow and our business, financial condition, cash flows, results of operations and prospects could be adversely affected. 20. There have been delays and errors in completing certain of our statutory and regulatory filings. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future, and we will not be subject to any penalty imposed by the competent regulatory authority in this regard. Our Company has made inadvertent delays in filing certain statutory forms with regulatory authorities for various corporate actions such as appointment of director and certain equity and preference share issuances. Examples of form filings which have been filed after the statutorily prescribed time frame include inter alia, (i) DIR-12 filed in relation to the appointment of Abhinav Agarwal as an additional director on October 18, 2016; (ii) PAS-3 filed in relation to the allotment of Equity Shares on October 9, 2015, January 2, 2016 and March 4, 2016; and (iii) PAS-3 filed in relation to the allotment of compulsorily convertible Preference Shares on October 29, 2018 and August 22, 2019. The Company has since completed these form filings and paid the requisite additional fees for late submission. Further, the Company also filed a compounding application dated February 14, 2020 with RBI for compounding of non-compliance with Schedule I of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations 2000 for delays ranging from (i) five months 23 days to 23 months nine days, in relation to complying with reporting requirements; and (ii) six months 11 days to two years 10 months in filing Form FC-GPR for certain share allotments. The RBI accepted this compounding application through an order dated August 11, 2020. Additionally, there have been instances of errors in the attachments to some of our RoC form filings. For example, an incorrect version of the private placement offer letter was inadvertently attached to the form GNL-2 filed on April 3, 2018, in relation to private placement of compulsorily convertible debentures undertaken by our Company. While we have filed a GNL-2 for intimation and rectification of this error on September 18, 2025, we cannot guarantee you that such inaccuracies and clerical errors will not occur in the future. While no legal proceedings or regulatory actions are pending against our Company in relation to such delayed filings and/or clerical errors in our secretarial form filings, as on the date of this Draft Red Herring Prospectus, we cannot assure you that legal proceedings or regulatory actions will not be initiated against our Company or that any fines will not be imposed by regulatory authorities on our Company in this respect in the future. 21. We may be unable to adequately maintain, protect and enforce our intellectual property rights, and may not be able to prevent others from unauthorised use of our intellectual property and other proprietary rights, which could harm our business and competitive position. We rely on a combination of trademark law, copyright law, confidential information, and contractual restrictions to protect our intellectual property. For further details, see “Our Business - Intellectual Property” on page 196. Our Company entered into an asset purchase agreement dated February 3, 2018 and a licence agreement dated February 3, 2018, each with Pernia Qureshi Consultancy Private Limited (“Seller”) pursuant to which our Company acquired the rights over inter alia all the intellectual property associated with the business of Pernia’s Pop-Up Shop including but not limited to the right to perpetual, sole, exclusive, worldwide use of “perniaspopupshop”, “Pernia's Pop Up Shop” and “PPUS” and derivatives thereof, which form the core of our brand identity and market recognition. For further details regarding the licence agreement, see “History and Certain Corporate Matters – Details 35regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations or any revaluation of assets, in the last 10 years” on page 207. Third parties may use “Pernia” or any variations thereof, which may result in marketplace confusion, reduced brand distinctiveness, and potential loss of market share, materially and adversely affecting our business, results of operations, and financial condition. We do not have trademark registrations of certain brands across jurisdictions outside India, in which we operate or plan to operate. Competitors and third parties may adopt similar service names, leading to brand dilution, consumer confusion, or infringement claims from owners of similar marks. While we have not faced instances where our current trademarks have been challenged or invalidated, there can be no assurance that such instances will not occur in the future. While we have registered trademarks for our brand “Pernia’s Pop Up Shop”, we have applied for certain trademarks in relation to our other brands, which are opposed or objected to. For further details in this regard, see “Our Business – Intellectual Property” on page 196. The process of obtaining intellectual property protection is expensive and time-consuming, with limited compensation for damages in certain jurisdictions. We may be unable to prosecute trademark applications on a cost-effective basis or in a timely manner. Even if issued, these trademarks may not adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection of trademarks and other intellectual property rights are applied on a case-by-case basis and it is generally difficult to predict the results of any litigation relating to such matters. Any litigation could result in significant expense and divert management resources, adversely affecting our business and prospects. Further, we may not be able to, or it may not be cost effective to, acquire or maintain all domain names that utilize the name of our brands or parts thereof in all of the jurisdictions in which we currently conduct or intend to conduct business. Loss of domain usage, fraudulent similar domains, or renewal failures could require expensive rebranding and harm customer experience. Additionally, we rely on employees and independent consultants to design proprietary technologies and capture product images/videos. We cannot guarantee ownership or proper licensing of all intellectual property in such software or images, potentially requiring costly removal or re-engineering of our platforms. 22. Changes in international trade policies, geopolitics and trade tariffs, export controls, economic or trade sanctions may materially and adversely affect our business, financial condition and results of operations. We have a wide international customer base, and we export our products across the world including to the United States, United Kingdom, Australia, Canada, the United Arab Emirates and South East Asia. We derive a significant portion of our revenue from operations from exports, of which a significant portion, is from exports to the United States. Our export business is exposed to international trade policies, geopolitical tensions and the imposition of tariffs, export controls or economic sanctions, which are inherently unpredictable and beyond our control. In particular, geopolitical tensions, trade disputes, diplomatic conflicts and economic sanctions may lead to restrictions on our product sales and raw material procurement in certain countries, limiting our access to key markets. Changes in trade or investment agreements could also result in bans or limitations on our goods, thereby curbing our expansion efforts. Additionally, heightened tensions may shift consumer preferences in overseas markets toward domestically produced products, reducing demand for imported goods, including ours. Specifically, during Fiscals 2025, 2024 and 2023, the United States contributed 16.55%, 22.28% and 25.17%, respectively, to our Total PPUS GMV. During the course of 2025, the United States has implemented tariffs on several major trading partners, including India, Canada and the European Union. On August 27, 2025, an additional 25.0% tariff was imposed by the United States on India, bringing the total amount of tariffs imposed on India to 50.0%. As a result of this (or any other similar) tariff increase, our products’ may become substantially more expensive for customers, our shipping costs may increase and it is possible that fewer shipping options may be available to us. In addition, competitors or independent designers may offer, temporarily or otherwise, to absorb tariff impact or offer discounts, putting us at a competitive disadvantage. We cannot predict how the bilateral relationship between the United States and India will further evolve or anticipate the potential impact that any subsequent development in such relationship may have on our business. Any further escalation in tariffs could negatively impact our export sales into the United States. These tariffs, together with countermeasures that have been or may be adopted by trading partners affected by these tariffs, are also likely to disrupt global trade and increase volatility in financial markets, including stock, currency and interest rate markets. For more details, see “ – We derive a significant portion of our Total PPUS GMV from outside India (28.38%, 35.07% and 39.15% of our Total PPUS GMV in Fiscals 2025, 2024 and 2023) which exposes us to risks inherent to operations in these foreign jurisdictions. Any adverse developments in the international markets that we operate or intend to expand to, including but not limited to foreign currency exchange rate fluctuations, could have an adverse effect on our business, financial condition, cash flows, results of operations and prospects” on page 28. Any negative trends or changes in international trade policies, geopolitics and trade tariffs, export controls, economic or trade sanctions may materially and adversely affect our business, financial condition and results of operations. 3623. If we are unable to accurately identify customer preferences and trends and maintain an optimal level of inventory in our Experience Centers, our business, financial condition, cash flows, results of operations and prospects may be adversely affected. The success of our business depends upon our ability to anticipate and forecast customer preferences and trends. We plan our inventory and estimate our sales based on the forecasted demand for the forthcoming period. While we operate on a model where a portion of our orders are back-ordered which minimizes the amount of our inventory held in stock, we also purchase certain products outright from our Designer Brands and accordingly, we are exposed to the risk of overstocking or understocking. We aim to accurately forecast the demand for our products and avoid understocking and over-stocking, however, our estimates and forecasts may not always be accurate. Failure to effectively monitor and accurately track inventory levels or gather timely market information may cause us to incorrectly predict sales trends and impede our ability to quickly realign our marketing and product strategies to respond to market changes. Our enterprise resource planning system maintains inventory and sales data of our sales channels, based on which we evaluate the demand at specific locations and accordingly, move products internally between Experience Centers or from our back-end offices. However, if we under-stock inventory, our ability to meet customer demand may be adversely affected. If we overstock inventory, our capital requirements may increase and we may incur costs relating to aging and obsolescence of inventory. While our products are season-agnostic, they are designed to cater to current trends, and we cannot assure you that we will be able to sell surplus stock in a timely manner, or at all. Our inability to accurately forecast demand for our products and manage our inventory may therefore have an adverse effect on our business, financial condition, cash flows, results of operations and prospects. We have in the past undertaken impairments of the outstanding inventory as at Fiscal 2025, 2024 and 2023, details of which are given below: As at March 31, Particulars 2025 2024 2023 Inventories (in ₹ million) 1,603.38 1,404.01 871.05 Provision for inventory obsolescence (in ₹ million) 105.30 92.76 23.63 While we have not faced any instances of overstocking or understocking in Fiscals 2025, 2024 and 2023 that led to any material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. 24. We rely on certain third-party transportation providers for the transportation and delivery of our products to our customers. Any failure on the part of such transportation providers to meet their obligations could adversely affect our business, financial condition, cash flows, results of operations and prospects. We rely upon third-party transportation providers for the shipments of items from our Experience Centers and back-end offices to customer locations, return shipments to our Experience Centers and/or Designer Brands. Set out below are details of our expenses in relation to transportation of our products for the years indicated: Fiscal Particulars 2025 2024 2023 Courier and shipping charges (₹ million) 213.50 276.35 255.39 Revenue from operations (₹ million) 4,899.09 5,043.73 3,691.93 Courier and shipping charges as a percentage of Revenue from operations (%) 4.36% 5.48% 6.92% A failure to deliver our products to our customers in a timely, efficient and reliable manner could adversely affect our business, financial condition, cash flows, results of operations and prospects. We are significantly dependent on third-party transportation providers for delivery of our products to our customers. Uncertainties and risks such as transportation strikes or delays in delivery of products could have an adverse effect on our deliveries to our customers. Additionally, products may be lost or damaged in transit for various reasons including occurrence of accidents or natural disasters. Further, we typically enter into non-exclusive short-term agreements with our transportation providers, who are typically entitled to terminate or cancel such agreements voluntarily with prior written notice of 15 days. If any of our transportation providers terminate our agreement prematurely or refuse to renew our agreement, we may be exposed to the risk of significant disruption in our operations, loss of revenue and related customer dissatisfaction, which would materially and adversely impact our business and operations. If we are required to find alternative transportation providers, we may incur additional expenses or may be unsuccessful in finding such alternative partners at all. Further, there is no assurance that the transport agencies would fulfill their obligations or would not commit a breach of their agreement with us. We have not faced any instances of delay in delivery of our products to our customers or any failure on the part of our transport providers to meet their obligations that led to any material adverse effect on our business or operations in Fiscals 2025, 2024 and 2023. However, there can be no assurance that such instances will not occur in the future. Any recompense received from insurers or third-party transportation providers may be insufficient to cover the cost of any delays or lost goods and will not repair damage to our relationships with our affected customers. We may also be affected by an increase in fuel costs, as it will have a corresponding impact on freight charges levied by our third-party transportation providers. This could require us to expend considerable resources in addressing our transportation requirements, including by way of absorbing these excess freight charges to maintain our selling price, which could adversely affect our results of operations, or passing these charges on to our customers, which could adversely affect demand for our products. 3725. Our success depends in large part upon the efforts of our KMPs, SMPs and certain other employees and our inability to attract, train and retain such persons could adversely affect our business, financial condition, cash flows and results of operations. Our ability to sustain our rate of growth depends upon our ability to manage key issues such as selecting and retaining our management team, KMPs, and SMPs for developing managerial experience, upskilling our employees, addressing emerging workforce challenges, and ensuring a high standard of customer service. In order to be successful, we must attract, train, motivate and retain experienced, industry and management professionals, and highly skilled employees, especially merchandising professionals, sales and marketing professionals, who are instrumental to the success of our business and on whom our business model heavily relies. Set out below are details of our attrition for KMPs and permanent employees for the years indicated: Fiscal Particulars 2025 2024 2023 Total number of KMPs 2 2 2 Attrition rate of KMPs (%) Nil Nil Nil Total number of permanent employees 1,058 994 861 Attrition rate of permanent employees (%) 41.52% 46.15% 53.15% Note: Attrition rate is calculated as the number of permanent employees/KMPs who have voluntarily resigned from our Company during the relevant period, divided by the average number of permanent employees/KMPs, as applicable, employed by our Company at the beginning and at the end of the relevant fiscal period. Our Company did not have any identified SMPs prior to Fiscal 2026 and accordingly attrition data for SMPs has not been included. We face intense competition for qualified personnel with relevant industry expertise in India and no assurance can be given that we will be successful in hiring or retaining appropriately qualified people. If we cannot hire or retain appropriately qualified people, our ability to expand our business could be impaired and our revenue could decline. Further, recruiting new employees who require training tailored to our business and business operations, as well as providing training for our existing employees on our internal policies, procedures, controls and risk management frameworks, could be costly, in terms of time, money and resources. In addition, we may be required to increase our levels of employee compensation more rapidly than in the past in order to remain competitive in retaining existing employees or attracting new employees that our business requires. Hiring and retaining qualified and skilled employees is critical to the future of our business and our business model, which depends on our people-led operations. Our inability to attract and retain talented professionals, or the resignation or loss of our KMPs or SMPs, may have an adverse impact on our business, reputation and future financial performance. While we have not faced any instances of difficulties in hiring and retaining our KMPs, SMPs and other employees that led to any adverse effect on our business or operations in Fiscals 2025, 2024 and 2023, there can be no assurance that such instances will not occur in the future. 26. We are exposed to losses due to fraud, negligence, theft or similar incidents by our employees or customers which may have an adverse impact on our business, financial condition, cash flows, results of operations and prospects. Although we closely monitor our personnel, misconduct, including acts of theft and fraud, by employees, executives or customers could include unexpected risks or hiding unauthorized or unlawful activities from us, which may result in substantial financial losses and damage to our reputation and loss of business from our customers. For example, a person who visited one of our stores in Delhi committed a theft of a lavender shade bustier of a designer worth ₹ 0.09 million. While criminal proceedings have been initiated against that person before the relevant judicial authority, any future disputes of similar nature regardless of its merit or eventual outcome, could result in significant legal costs and reputational damage and materially and adversely affect our business, financial condition, results of operations, cash flows and prospects. For details in relation to outstanding litigation proceedings involving our Company as on the date of this Draft Red Herring Prospectus, see “Outstanding Litigation and Material Developments” beginning on page 342. Our dependence on our workforce to carry out various functions also subjects us to risks associated with the improper handling of goods at our Experience Centers. Employee or executive misconduct could also involve the improper use or disclosure of confidential information, which could result in regulatory sanctions and serious reputational or financial harm, including harm to our brand. It is not always possible to deter employee or executive misconduct and the precautions taken and systems put in place to prevent and detect such activities may not be effective in all cases. Any instances of such misconduct could adversely affect our reputation. While we have not faced any instances of losses due to fraud, negligence or theft by an employee in Fiscals 2025, 2024 and 2023 that have led to material adverse effect, there can be no assurance that these instances will not occur in the future. 27. We have incurred indebtedness in the past. Our inability to obtain further financing or meet our obligations, including financial and other restrictive covenants under our debt financing arrangements could adversely affect our business, financial condition, cash flows, results of operations and prospects. We require substantial capital for our working capital requirements, business operations and to maintain and grow our network of Experience Centers and develop and implement new technologies. 38To the extent our expenditure requirements exceed our available resources, we seek additional debt financing. Set out below are details of our indebtedness, as of and for the years indicated: Fiscal Particulars 2025 2024 2023 Total borrowings (₹ million) (A)(1) 1,127.91 1163.27 467.29 Finance costs (₹ million) 529.73 407.57 250.60 Total equity (₹ million) (B) 1,186.97 408.77 592.84 Total borrowings to total equity ratio (C = A/B) (in times)(2) 0.95 2.85 0.79 Interest coverage ratio (in times)(3) (0.24) (0.17) (1.08) Debt service coverage ratio(4) 0.37 0.27 0.05 Notes: 1. Total borrowings is computed as the sum of non-current and current borrowings, excluding lease liabilities, as of the last day of the given period. 2. Total borrowings to total equity ratio is computed as total borrowings divided by total equity. 3. Interest coverage ratio is calculated as earnings before exceptional item, interest and taxes divided by finance costs. 4. Debt service coverage ratio is calculated as earnings before exceptional item, depreciation and interest divided by total borrowings. For further details on the nature of our outstanding borrowings, see “Financial Indebtedness” beginning on page 340. Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our business operations and generate sufficient cash flows to service such debt. Any additional indebtedness we incur may have significant consequences, including, without limitation requiring us to use a significant portion of our cash flow from operations and other available cash to service our indebtedness, thereby reducing the funds available for other purposes, including capital expenditures, acquisitions, and strategic investments. Our financing arrangements may include conditions that require us to obtain respective lenders’ consent prior to carrying out certain activities and entering into certain transactions. Failure to meet these conditions or obtain these consents could have significant consequences on our business and operations. These covenants would typically vary depending on the requirements of the financial institution extending such loan and the conditions negotiated under each financing agreement. While we have not faced any instances of difficulties to obtain further financing or breach of covenants of our financing agreements that led to any adverse effect on our business or operations in Fiscals 2025, 2024 and 2023, there can be no assurance that these instances will not occur in the future. While there has not been any failure by us to observe covenants under our financing arrangements, or obtain necessary waivers, which may lead to termination of our credit facilities, and acceleration of amounts due under such facilities, there is no assurance that such instances will not occur in the future. 28. We are subject to governmental regulation and we may incur material liabilities under, or costs in order to comply with, existing or future laws and regulation, and our failure to comply may result in enforcements, recalls, and other adverse actions. The regulatory and policy environment in which we operate is continuously evolving and is subject to change. The Government of India may implement new laws or other regulations and policies that could affect the e-commerce and fashion industries, which could lead to new compliance requirements. For details, see “Key Regulations and Policies” beginning on page 200. Our operations are subject to a broad range of labor, commerce and information technology related laws and regulations, which affect our day-to- day operations, and violations of these laws and regulations can result in fines or penalties, which may adversely affect our business, financial condition, cash flows and results of operations. For details, see “Key Regulations and Policies” on page 200. Additionally, we serve our customers in various overseas markets across United States, United Kingdom, Australia, Canada, the United Arab Emirates and South East Asia. In the overseas market, maintaining certain standards are customarily expected and compliance with laws relating to safety, health, and environmental protection of the relevant jurisdictions is required and our inability to maintain such standards laws may impact our business, financial condition, cash flows, results of operations and prospects. 29. Our insurance coverage may not be sufficient or may not adequately protect us against risks and unexpected events, which may adversely affect our business, financial condition, cash flows, results of operations and prospects. Our operations are subject to risks and hazards such as accidents at work, fire, earthquakes, flood and other force majeure events, acts of terrorism and explosions, including hazards that may cause destruction of property and inventory. We maintain insurance policies for our business which are customary for our industry. These include policies in relation to standard fire and special perils insurance, public liability insurance, directors’ & officers’ liability insurance, plate glass and money insurance. For further details, 39see “Our Business – Insurance” on page 196. Our insurance may not be adequate to completely cover any or all of our risks and liabilities. Set out below are details of our insurance coverage on our total insured assets as of the dates indicated: March 31, Particulars 2025 2024 2023 Total book value of assets* (₹ million) 1,942.36 1,762.20 1,113.91 Insurance coverage ratio (%) 88.10% 36.42% 53.33% * Includes property, plant and equipment, inventories, and cash in hand. We cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policy on a timely basis, or at all. While there have been no instances where we have failed to successfully claim our losses under our insurance policies in Fiscals 2025, 2024, and 2023, there is no assurance that such instances will not occur in the future. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition, cash flows, results of operations and prospects could be materially and adversely affected. If our insurance carriers change the terms of our policies in a manner unfavorable to us, our insurance costs could increase. While we have not faced any instances of insufficient insurance coverage that led to any adverse effect on our business or operations in Fiscals 2025, 2024 and 2023, there can be no assurance that such instances will not occur in the future. If our losses significantly exceed or differ from our insurance coverage or cannot be recovered through insurance in the future, our business, financial condition, cash flows, results of operations and prospects could be adversely affected. Any payments we make to cover any losses, damages or liabilities or any delays we experience in receiving appropriate payments from our insurers could have a material adverse impact on our business, financial condition, cash flows, results of operations and prospects. Further, our insurance coverage expires from time to time and we apply for the renewal of our insurance coverage in the ordinary course of our business. 30. We have in the past entered into related party transactions and will continue to do so in the future and we cannot assure you that we could not have achieved more favorable terms if such transactions had not been entered into with related parties. We have in the past entered into transactions with certain of our related parties and are likely to do so in the future. Set out below are details of our related party transactions for years indicated: Particulars Nature of Relation Fiscal 2025 2024 2023 Amount % of Amount % of Amount % of (₹ in revenue (₹ in revenue (₹ in revenue million) from million) from million) from operations operations operations Equity shares issued Director and Key 5.00 0.10% - - 0.01 0.00%* (including securities Managerial Personnel premium) (KMP) and their relative Compulsorily Director and KMP - - - - 1.14 0.03% convertible Preference Shares issued (including securities premium) Borrowings availed Director and KMP 188.68 3.85% 40.00 0.79% 106.50 2.88% Borrowings repaid Director and KMP 188.68 3.85% 40.00 0.79% 106.50 2.88% Interest paid Director and KMP - - - - - - Remuneration Director and KMP 16.52 0.34% 10.71 0.21% 100.16 2.71% Professional Charges Director and KMP and the 7.30 0.15% 1.01 0.02% - - Company in which director and KMP is a director Expenses incurred on Director and KMP 1.04 0.02% 1.42 0.03% 3.72 0.10% behalf of the Group *The percentage is negligible. For details, see “Issue Document Summary – Summary of Related Party Transactions” on page 16. All such transactions have been conducted on an arm’s length basis in accordance with applicable laws. We cannot assure you that we could not have obtained more favorable terms had such transactions been entered into with unrelated parties. Although all related party transactions that we may enter into post-listing, will be subject to board or shareholders’ approval, as necessary under the Companies Act and the SEBI Listing Regulations, we cannot assure you that such transactions in the future, individually or in the aggregate, will not have an adverse effect on our business, financial condition, cash flows, results of operations and prospects. 4031. We have certain contingent liabilities that have not been provided for in our financial statements, which if they materialize, may adversely affect our business, financial condition, cash flows, results of operations and prospects. The details of our contingent liabilities are set out below as of March 31, 2025: Particulars As of March 31, 2025 (in ₹ million) Claims against the Company not acknowledged as debt 8.80 Total 8.80 Note: During the year ended March 31, 2024, our Company received an income tax demand notice amounting to ₹ 8.80 million for assessment year 2022-23 in respect of certain disallowance. Our Company filed an appeal in relation to the same and has deposited 20% of the demand amount with protest. Such case is pending at CIT (Appeals) and hence the timing of outflow, cannot be estimated. Our Company does not expect any reimbursements in respect of this contingent liability. Our contingent liabilities may become actual liabilities. If a significant portion of these liabilities materialize, it could have an adverse effect on our business, financial condition, cash flows, results of operations and prospects. Further, there can be no assurance that we will not incur similar or increased levels of contingent liabilities in the current fiscal year or in the future. For further information, see “Financial Information - Restated Consolidated Financial Information” on page 232. 32. Our online marketing listings or reviews may constitute internet advertisements, which subject us to laws, rules and regulations applicable to advertising, non-compliance of which could lead to additional costs and penalties which may adversely affect our business, results of operations, and cash flows. Indian and international advertising laws, rules and regulations require advertisers, advertising operators and advertising distributors to ensure that the content of the advertisements they prepare or distribute is fair and accurate, is not false or misleading and is in compliance with applicable laws. Violation of these laws, rules or regulations may result in, amongst other things, penalties and/or fines for issuing misleading advertisements, including fines, confiscation of advertising costs, orders to cease dissemination of the advertisements and orders to issue a corrective advertisement to neutralize the effect of a misleading advertisement. Complying with these requirements and any penalties or fines for any failure to comply may significantly reduce the attractiveness of our platform and increase our costs and could have an adverse effect on our business, financial condition, cash flows, results of operations and prospects. While we have not faced any instances of non-compliance with such laws in the past, there can be no assurance that such instances will not occur in the future. In addition, for advertising content related to specific types of products, advertisers, advertising operators and advertising distributors must confirm that the advertisers have obtained the requisite government approvals, including the advertiser’s operating qualifications, proof of quality inspection of the advertised products and with respect to certain industries, government approval of the content of the advertisement and filing with the local authorities. In certain cases, applicable guidelines (such as the Guidelines for Influencer Advertising on Digital Media, 2021) require that content created by influencers should carry a disclosure label identifying their posts as advertisements. We must also ensure we have obtained the requisite rights of use or reuse of certain video or audio content in accordance with our contractual obligations, which have to be continuously renewed and monitored, as any failures to do so may lead to infringement of intellectual property rights such as copyrights. Pursuant to the internet laws in India, we are required to take steps to moderate the content displayed on our platform, such as reviews and images posted by customers or influencers. This requires considerable resources and time, and could significantly affect the operation of our business, while at the same time also exposing us to increased liability under the relevant laws, rules and regulations. The costs associated with complying with these laws, rules and regulations, including any penalties or fines, could have an adverse effect on our business, financial condition, cash flows, results of operations and prospects. Any further change in the classification of our online marketing services by the Indian government may also significantly disrupt our operations and adversely affect our business and prospects. 33. There were certain instances of delays in payment of statutory dues by us. Future delays in payment of statutory dues could attract financial penalties or other regulatory actions from the respective government authorities and in turn adversely affect our financial condition and cash flows. During Fiscals 2025, 2024 and 2023, we had instances of delays in the payment of certain statutory dues with respect to labour welfare fund contribution, employee state insurance payments and professional tax which were subsequently paid. The table below sets out details of the total statutory dues paid by our Company and Subsidiary in India for the periods indicated, in accordance with applicable law: (in ₹ million) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Company PSL Retail Company PSL Retail Company PSL Retail Employee State Insurance Act, 0.75 2.08 1.12 1.81 1.06 1.02 1948 Gratuity Act, 1972 0.44 0.35 0.60 - - - 41Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Company PSL Retail Company PSL Retail Company PSL Retail The Employees Provident Fund 5.29 6.16 6.92 6.26 5.50 And Miscellaneous 8.31 Provisions Act, 1952 Labour Welfare Fund 0.08 0.05 0.04 0.02 0.05 0.02 Professional Taxes 0.82 0.94 0.86 0.68 0.90 0.45 Income Tax Act,1961(TDS) 26.96 5.81 166.07 4.34 17.03 2.39 The table below sets out details of the number of employees of our Company and PSL Retail, our Subsidiary in India to whom provident fund is applicable*: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Company PSL Retail Company PSL Retail Company PSL Retail The Employees Provident Fund 157 180 182 257 192 224 and Miscellaneous Provisions Act, 1952 *The count of employees to whom provident fund is applicable represents the number of employees for whom our Company and our Subsidiary in India have deducted such dues in accordance with the payroll register maintained by our Company and Subsidiary. Other than as disclosed below, there have been no delays in payments of statutory dues by our Company and our PSL Retail, our Subsidiary in India for the periods indicated: (Amount delayed in ₹ million) Particulars Amount delayed Number of instances Number of days delay Employee State Insurance Act, 1948 As of the Financial Year ended March 31, 2025 0.00* 2 26-27 As of the Financial Year ended March 31, 2024 NA NA NA As of the Financial Year ended March 31, 2023 0.38 12 1-245 The Employees Provident Fund and Miscellaneous Provisions Act, 1952 As of the Financial Year ended March 31, 2025 NA NA NA As of the Financial Year ended March 31, 2024 0.00* 2 24-27 As of the Financial Year ended March 31, 2023 0.00* 2 3-28 Labour Welfare Fund As of the Financial Year ended March 31, 2025 0.01 10 35-959 As of the Financial Year ended March 31, 2024 0.03 2 4 As of the Financial Year ended March 31, 2023 0.05 7 1-501 Professional Taxes As of the Financial Year ended March 31, 2025 0.11 18 1-83 As of the Financial Year ended March 31, 2024 0.08 10 1-9 As of the Financial Year ended March 31, 2023 0.05 16 3-116 Income Tax Act, 1961 (Section 192B) As of the Financial Year ended March 31, 2025 NA NA NA As of the Financial Year ended March 31, 2024 0.00* 1 61 As of the Financial Year ended March 31, 2023 0.02 2 23-61 * Amounts of value less than ₹5,000. These delays were primarily due to technical issues and administrative errors. While we have subsequently made payment of all pending statutory dues, we cannot assure you that such delays will not arise in the future or that we will not be subject to action by the authorities. Such delays could lead to financial penalties from the relevant government authorities. While the fines and/or penalties that we have paid in connection with the delays in payment of statutory dues for the Fiscals 2025, 2024 and 2023 were not material in nature, we cannot assure you that we will not be subject to any penalties, fines or other regulatory actions in the future that could have a material adverse impact on our cash flows and financial condition. 34. We have had negative net cash flows from operating activities in the past and may continue to have negative cash flows in the future. We have witnessed negative operating cash flows in the past, and it is possible that we may experience negative operating cash flows in the future. The table below set out our cash flow from operating activities for the years indicated: Particulars Fiscal 2025 2024 2023 (₹ million) Net cash used in operating activities (451.85) (313.44) (441.89) 42We sustained negative cash flows from operating activities in Fiscals 2025, 2024 and 2023, primarily on account of shift in strategy towards Large Format Experience Centres which resulted in an increase in payment of security deposits, accumulation of GST input credit, and inventory. For further details, see “Financial Information – Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 232 and 313, respectively. Negative cash flows over extended periods, or significant negative cash flows in the short term, could materially affect our ability to operate our business and implement our growth plans. In the event we witness negative cash flows in the future, our results of operations, cash flows and financial condition will continue to be adversely affected. 35. We are exposed to labor shortages, strikes, work stoppages or increased wage demands or other disputes with our employees which may adversely affect our business, financial condition, cash flows, results of operations and prospects. Our operations could be adversely affected to a certain extent by labor shortages, increased labor costs or work stoppages by our employees. Further, the operations of our Designer Brands could be impacted due to shortages or disputes with employees. We believe that such personnel are critical to maintaining our competitive position. In the event of labor shortages, we and our Designer Brands may have difficulties recruiting or retaining employees or may cause us to incur additional costs and result in delays or disruption to our sales. Any failure to attract qualified personnel at reasonable cost and in a timely manner could reduce our competitive advantages relative to our competitors and undermine our ability to expand. To sustain our operations and relations with our employees and off-roll employees, we may need to increase the wages paid to them. If we are not able to pass on the increased labor costs to our customers, our business and results of operations may be adversely affected. Any labor unrest directed against us and our Designer Brands could directly or indirectly prevent or hinder our normal operating activities and we cannot assure you that any disruptions in work due to strikes, wage disputes or other issues with the work force will not arise in the future. Further, the imposition of new laws, rules and regulations in such area could also adversely affect our operations. Any such actions are difficult for us to predict or control and any such event could adversely affect our business, financial condition, cash flows, results of operations and prospects. While we have not faced any instances of labor shortages or disputes in Fiscals 2025, 2024 and 2023 that led to any material adverse impact on our business and operations, there can be no assurance that such instances will not occur in the future. 36. Our Company does not have any comparable listed peer companies in India and internationally for comparison of performance and therefore, investors must rely on their own examinations of accounting ratios of our Company for the purposes of investment in this Issue. While we operate in an industry with a number of other entities that offer competing offerings, our Company does not have any listed peer companies in India or internationally, at a similar or comparable size, scale and business model as ours. Therefore, there is limited information in the public domain about entities that may be considered as our peers and, consequently, it may be difficult to benchmark and evaluate our financial performance against other Indian or global companies. Therefore, investors must rely on their own examinations of accounting ratios of our Company for the purposes of investment in this Issue. 37. We are required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to operate our business, and any delay or inability in obtaining, renewing or maintaining such permits, licenses and approvals could result in an adverse effect on our business, financial condition, cash flows, results of operations and prospects. We require certain statutory and regulatory approvals, licenses, registrations and permissions for our operations, including from the relevant regulatory bodies and central, state and local governments in the jurisdictions in which we operate, some of which have been granted for a fixed period of time and need to be renewed from time to time. These include trade licenses, signage licenses and fire safety licenses from local municipal and governmental authorities. For approvals required for our Experience Centers, they are obtained either by us or our lessors, based on the terms of our agreements with such lessors. As of the date of this Draft Red Herring Prospectus, except as disclosed in “Litigation involving our Company – Litigation against our Company - Actions by statutory or regulatory authorities”, there are no pending proceedings, which have been initiated against us by the statutory authorities. While we have obtained a number of approvals required for our operations, certain approvals for which we have submitted applications are currently pending. For instance, we have applied for trade license in relation to our Experience Centre located in Indore, Madhya Pradesh, which is yet to be received as on the date of this Draft Red Herring Prospectus. For further details of approvals relating to our business and operations, which are pending approval, see “Government and Other Approvals – Pending Material Approvals” on page 352. There can be no assurance that the relevant authorities will approve and provide us with licenses, approvals and registrations for our operations or will renew our existing licenses, approvals and registrations, or if renewed would do so in a timely manner. Further, these licenses and approvals are subject to several conditions, and we cannot assure you that we would be able to continuously meet such conditions or be able to comply with such conditions to statutory authorities. This may in turn lead to cancellation, revocation or suspension of the relevant licenses, approvals and registrations. Further, there can be no assurance that we will be successful in our applications for obtaining or renewing such approvals, in a timely manner or at all. Any failure to renew, maintain or obtain the required licenses or approvals, or cancellation, suspension, or revocation of any of the licenses, approvals and registrations may result in the interruption of our operations and may adversely affect our business, financial condition, cash flows, results of operations and prospects. 4338. Certain of our Directors, Key Managerial Personnel and members of Senior Management have interests in our Company and our Subsidiaries in addition to their remuneration and reimbursement of expenses. In addition to payment of remuneration, we have entered into related party transactions with our Promoter, Directors and Key Managerial Personnel for inter alia borrowings provided by them, expenses incurred and professional charges. For details, see “Restated Consolidated Financial Information – Note 47 - Related party disclosures” on page 286. In addition to the remuneration paid to them, certain of our Directors, including our Independent Directors, Key Managerial Personnel and members of Senior Management are interested in our Company and its Subsidiaries to the extent of (i) Equity Shares (together with dividends and other distributions in respect of such Equity Shares), held by them or held by their relatives or entities in which they are associated as promoters, directors, partners, proprietors or trustees; and (ii) stock options granted to them under ESOP 2024. For further details on the interests of our Directors, and Key Managerial Personnel and members of Senior Management, other than reimbursement of expenses incurred or normal remuneration or benefits, see “Capital Structure”, “Our Management – Interest of the Directors” and “Our Management – Interests of Key Managerial Personnel and members of Senior Management” on pages 72, 217 and 226, respectively. In the event that any conflicts of interest arise, our Promoter, our Directors, our Key Managerial Personnel and our members of Senior Management may take decisions regarding our operations, financial structure or commercial transactions that may not be in our shareholders’ best interest. Such decisions could adversely affect our business, results of operations and financial condition. Should we face any such conflicts in the future, we cannot assure you that they will get resolved in our favor. 39. We cannot assure payment of dividends on the Equity Shares in the future and our ability to pay dividends in the future will depend on our earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements and we may not be able to pay dividends in future. Our Company has not declared dividends on any class of our securities during Fiscals 2025, 2024 and 2023. Our Board has adopted a dividend policy at their meeting held on September 12, 2025. For further details, see “Dividend Policy” beginning on page 231. The declaration and payment of dividends will be recommended by our Board of Directors and approved by our Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act, 2013. We may retain all future earnings, if any, for use in the operations and expansion of the business. 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, profits earned and available for distribution, accumulated reserves including retained earnings, expected future capital / expenditure requirements of our Company, organic growth plans / expansions (including inorganic growth plans). 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. 40. An inability to establish and maintain effective internal controls could lead to an adverse effect on our business, financial condition, cash flows, results of operations and prospects. Our success depends on our ability to effectively utilize our resources and maintain internal controls. Our internal controls and processes include operations and financial risk control mechanisms, and multiple levels of approval and supervision. Maintaining such internal controls requires human diligence and compliance and is therefore subject to lapses in judgment and failures that result from human error. Our efforts in improving our internal control systems may not result in eliminating all risks. If we are not successful in discovering and eliminating weaknesses in our internal controls, our ability to manage our business effectively may materially and adversely be affected. While we have not faced any lapses in our internal controls that led to any material adverse effect on our business or operations in Fiscals 2025, 2024 and 2023, any such lapses in the future may lead to a material adverse effect on our business, financial condition, cash flows, results of operations and prospects. We are also subject to anti-corruption laws and regulations, which generally prohibit us and our employees and intermediaries from bribing, being bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We participate in collaborations and relationships with third parties whose actions could potentially subject us to liability under these laws or other local anti-corruption laws. While our code of conduct requires our employees and intermediaries to comply with all applicable laws, these measures may not prevent the breach of such anti-corruption laws. If we are not in compliance with applicable anti-corruption laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, cash flows, results of operations and liquidity. Likewise, any investigation of any potential violations of anti- corruption laws by the relevant authorities could also have an adverse impact on our business and reputation. 41. Our funding requirements and deployment of the Net Proceeds of the Issue are based on management estimates and have not been independently appraised. We intend to use the net proceeds of the Issue for the purposes described in the section titled “Objects of the Issue” beginning on page 104. The objects of the Issue and our funding requirement are based on management estimates and have not been appraised by 44any bank or financial institution. These are based on current conditions and are subject to changes in external circumstances or costs, or in other financial condition, business or strategy. Our management, in accordance with the policies established by our Board of Directors from time to time, will have flexibility in deploying the Net Proceeds of the Issue. Based on the competitive nature of our industry, we may have to revise our business plan and/ or management estimates from time to time and consequently our funding requirements may also change. Our management estimates may differ from the value that would have been determined by third party appraisals, which may require us to reschedule or reallocate our expenditure, subject to applicable laws, and may have an adverse impact on our business, financial condition, cash flows and results of operations. Accordingly, investors in Equity Shares will be relying on the judgment of our management regarding the application of the Net Proceeds. If we are unable to deploy the Net Proceeds in a timely or an efficient manner, it may affect our business and results of operations. Further, we will appoint a monitoring agency for monitoring the utilization of the Gross Proceeds in accordance with Regulation 41 of the SEBI ICDR Regulations and the monitoring agency will submit its report to us on a quarterly basis in accordance with the SEBI ICDR Regulations. The application of the Net Proceeds in our business may not lead to an increase in the value of your investment. Various risks and uncertainties, including those set forth in this section “Risk Factors”, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in our business. For further details in relation to other objects related risks, see “– Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior Shareholders’ approval.” on page 46. 42. We may grow our business through acquisitions, joint ventures, joint development or consortiums, which may prove to be difficult to integrate and manage or may not be successful. We may in the future make acquisitions or enter into strategic alliances or joint ventures, joint development or consortiums to explore opportunities and there can be no assurance that we will be successful in doing so. It is also possible that we may not identify suitable acquisition or investment targets, or that if we do identify suitable targets, we may not complete those transactions on terms commercially acceptable to us or at all. The inability to identify suitable acquisition targets or the inability to complete such transactions may adversely affect our competitiveness or our growth prospects. In acquiring and integrating new businesses, we may encounter a variety of challenges in connection with developing and preserving uniform culture, values and work environment across our operations and delays or failure to obtain requisite consents or authorizations from relevant statutory authorities. Integrating the acquired businesses or assets with our existing businesses could require substantial time and effort from our management and may also involve unforeseen costs, delays or other operational, technical and financial difficulties that may require a disproportionate amount of management attention and financial and other resources. The timeline for scaling the acquisitions to their full potential may vary, and the development trajectory could differ from our initial business plans and estimates. Acquired businesses or assets may not generate the financial results we expect and may incur losses over time. Further, undertaking acquisitions may result in dilutive issuances of equity securities or may lead to the incurrence of debt. In addition, the key personnel of the acquired company may decide not to work for us. While we have not faced any instances of difficulties in integrating or managing our acquisitions or investments in the past, there can be no assurance that such instances will not occur in the future. Further, we have in the past acquired businesses of certain Designer Brands, which are now owned by us. For further details see “History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations or any revaluation of assets, in the last 10 years” on page 207. There can be no assurance that we will be able to achieve the strategic purpose of such acquisition or operational integration or our targeted return on investment. We cannot assure you that we will experience success and growth through acquisitions in the future. 43. Certain sections of this Draft Red Herring Prospectus disclose information from the 1Lattice Report which has been prepared exclusively for the Issue and commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks. We have commissioned from Lattice Technologies Private Limited its report titled “Luxury and Designer Wear Industry Report” (the “1Lattice Report”), pursuant to an engagement letter dated April 1, 2025. Certain information in “Industry Overview,” “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 128, 167 and 313, respectively, have been derived from the 1Lattice Report. We commissioned and paid for the 1Lattice Report for the purpose of confirming our understanding of the industry in connection with the Issue. All such information in this Draft Red Herring Prospectus indicates the 1Lattice Report as its source. Accordingly, any information in this Draft Red Herring Prospectus derived from, or based on, the 1Lattice Report should be read taking into consideration the foregoing. The report uses certain methodologies for market sizing and forecasting and may include numbers relating to our Company that differ from those we record internally. Certain information used in preparing the 1Lattice Report may have been obtained from or through the publicly available companies’ data, or third-party sources. To the extent such information includes estimates or forecasts, the 1Lattice Report has assumed that such estimates and forecasts have been properly prepared. Industry sources and publications may also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Neither we nor any other person connected with this Draft Red Herring Prospectus has verified the information in the 1Lattice Report or the other 45industry sources. Further, the 1Lattice Report is prepared based on information as of specific dates, which may no longer be current or reflect current trends. Further, the commissioned report is not a recommendation to invest or disinvest in our Company and shall not be construed as an expert advice or investment advice. Prospective investors are advised not to unduly rely on the 1Lattice Report or extracts thereof as included in this Draft Red Herring Prospectus, when making their investment decisions. In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking any investment in this offering pursuant to reliance on the information in this Draft Red Herring Prospectus based on, or derived from, the 1Lattice Report. You should consult your own advisors and undertake an independent assessment of information in this Draft Red Herring Prospectus based on, or derived from, the 1Lattice Report before making any investment decision regarding this offering. See “Industry Overview” on page 128. 44. Damage to and/or malfunction of any of our operating systems or cyber security risks could disrupt our operations and adversely affect our business, financial condition, cash flows, results of operations and prospects. Our success depends on our information technology systems used for our operations and on their reliability and functionality. The reliability and functionality of these systems can be affected by numerous factors, including, but not limited to, the increasing complexity of the information technology (“IT”) systems, frequent changes and short life span due to technological advancements and data security. If our IT systems malfunction or experience extended periods of downtime, we may not be able to run our operations safely or efficiently. We are subject to cyber security risks and may incur costs to minimize those risks. Further, we have not obtained a separate cyber crime insurance policy. Any damage or system failure that causes interruptions or delays in the input, retrieval or transmission of data could disrupt our normal operations and possibly interfere with our ability to undertake our projects pursuant to the requirements of our contracts. While we have data security measures in place, and have not faced any instances of IT systems disruptions or data security breaches in Fiscals 2025, 2024 and 2023, there can be no assurance that such instances will not occur in the future. Any such breach could result in loss of data or information that is important to our business and there can be no assurance that we will be able to restore our operational capacity within a sufficiently adequate timeframe to avoid disruptions to our business. If our systems malfunction or experience extended periods of downtime, we will not be able to run our operations safely or efficiently. We may suffer losses in revenue, reputation, volume of business, and our business, financial condition, cash flows, results of operations and prospects may be materially and adversely affected. 45. Our inability to effectively collect receivables and default in payment from our customers could result in the reduction of our profits and adversely affect our business, financial condition, cash flows, results of operations and prospects. While we primarily require customers to pay for their orders prior to delivery, in certain circumstances, customers can pay on delivery. To this extent, our business depends on our ability to successfully obtain payments from our customers. We may accordingly experience losses in our ‘cash on delivery’ orders or orders allowing part or full payment upon delivery, in the event our customers are unable to pay. As a result, while we maintain an allowance for doubtful receivables for potential credit losses based upon our historical trends and other available information, there is a risk that our estimates may not be accurate. While there have been no instances of material bad debts in Fiscals 2025, 2024 and 2023, there can be no assurance that we would not have any material bad debts in the future. Set out below are details of our trade receivables for the years indicated: Fiscal Particulars 2025 2024 2023 Trade receivables (₹ million) 12.75 8.84 21.74 Revenue from operations (₹ million) 4,899.09 5,043.73 3,691.93 Trade receivables as a percentage of Revenue from operations (%) 0.26% 0.18% 0.59% If we are unable to collect customer receivables or if the provisions for doubtful receivables are inadequate, it could have a material adverse effect on our liquidity, business, financial condition, cash flows, results of operations and prospects. 46. Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior Shareholders’ approval. We propose to utilize the Net Proceeds towards: (i) investment in our wholly owned Subsidiary, PSL Retail for expenditure towards lease liabilities of Experience Centers, and back-end offices in India; (ii) funding towards sales and marketing expenses incurred by our Company; and (iii) general corporate purposes. See “Objects of the Issue” beginning on page 104. In accordance with Sections 13(8) and 27 of the Companies Act 2013, we cannot undertake any variation in the utilization of the Net Proceeds without obtaining the shareholders’ approval through a special resolution. In the event of any circumstances that require us to undertake variation in the disclosed utilization of the Net Proceeds, we may not be able to obtain the Shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such Shareholders’ approval may adversely affect our business or operations. At this stage, we cannot determine with any certainty if we would require Net Proceeds to meet any other expenditure or fund any exigencies arising out of competitive environment, business conditions, economic conditions or other factors beyond our control. 46In accordance with Sections 13(8) and 27 of the Companies Act 2013, we cannot undertake variation in the utilization of the Net Proceeds (except in compliance with applicable laws) without obtaining the shareholders’ approval through a special resolution. In the event of any such circumstances that require us to undertake variation in the disclosed utilization of the Net Proceeds, we may not be able to obtain the shareholders’ approval in a timely manner, or at all. Any delay or inability to obtain such shareholders’ approval may adversely affect our business or operations. For further details on an exit opportunity to dissenting shareholders, see “Objects of the Issue — Variation in Objects” on page 112. In light of these factors, we may not be able to undertake variation of objects of the Issue to use any unutilized proceeds of the Issue, if any, or vary the terms of any contract, even if such variation is in the interest of our Company. This may restrict our Company’s ability to respond to any change in our business or financial condition by re-deploying the unutilized portion of the Net Proceeds, if any, or varying the terms of contract, which may adversely affect our business and results of operations. 47. Our Statutory Auditors have included certain emphasis of matters, and observations prescribed under the Companies (Auditor’s Report) Order, 2020 in the audit reports of our Company, in the Restated Consolidated Financial Information of our Company. The restated consolidated financial information of our Company for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and audited special purpose consolidated financial statements as of and for the years ended March 31, 2025, 2024 and 2023, make reference to certain emphasis of matters and observations pertaining to: “Emphasis of Matters not requiring adjustments to Restated Consolidated Financial Information are reproduced below: Purple Style Labs Limited - Audited Special Purpose Consolidated financial statements Basis of Preparation and Restriction on Distribution and Use We draw attention to Note 2(A) to the accompanying Audited Special Purpose Ind AS Consolidated Financial Statements, which describes the basis of its preparation. The Special Purpose Ind AS Consolidated Financial Statements have been prepared by the Holding Company’s management solely for the purpose of preparation of the Restated Consolidated Financial Information of the Group for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 to be included in the Draft Red Herring Prospectus (‘DRHP’)/ Red Herring Prospectus (‘RHP’)/ Prospectus, as per the requirements of Section 26 of Part I of Chapter III of the Act, read with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time (the "ICDR Regulations") and the general directions issued by Securities and Exchange Board of India (“SEBI”) dated 28 October 2021 through the Association of Investment Banking of India to the Lead Managers of the Holding Company, to be filed with SEBI, National Stock Exchange of India Limited and BSE Limited and Registrar of Companies (Mumbai), in relation to the proposed Initial Public Offer (‘IPO’) of the equity shares of the Holding Company. Therefore, these Audited Special Purpose Ind AS Consolidated Financial Statements may not be suitable for any other purpose. Our report is issued solely for the aforementioned purpose, and accordingly, should not be used, referred to or distributed for any other purpose or to any other party without our prior consent in writing. Further, we do not accept or assume any liability or any duty of care for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter. Purple Style Labs UK Limited - Special Purpose Financial Statements for the financial year 2022-23 We draw attention to Note 1 to the accompanying Special Purpose Financial Statements, which describes the basis of accounting used by the Company’s management for the preparation of the accompanying Special Purpose Financial Statements, which is a special purpose financial reporting framework. These Special Purpose Financial Statements have been prepared by the Company’s management solely to enable the management of the Purple Style Labs Limited, the Holding Company, in the preparation of its consolidated financial statements for the quarter and year ended 31 March 2023 and accordingly, these Special Purpose Financial Statements may not be suitable for any other purpose. This report is issued solely for the aforementioned purpose, and accordingly, should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent. Further, we do not accept or assume any liability or any duty of care for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter.” “Matters reported under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) in the Independent Auditor’s report on the Audited Consolidated Financial Statements for the years ended 31 March 2025, 31 March 2024 and 31 March 2023, not requiring adjustments to Restated Consolidated Financial Information are reproduced below: Purple Style Labs Limited – Consolidated financial statements – Financial Year 2024-25 As stated in Note 59 to the consolidated financial statements and based on our examination which included test checks, except for matters mentioned below, the Holding Company and its subsidiary incorporated in India, in respect of financial year commencing on 01 April 2024, have used two accounting softwares for maintaining their books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with other 47than the consequential impact of the exceptions given below. Furthermore, except for the previous year and the period mentioned in the below matters, the audit trail has been preserved by the Holding Company and its subsidiary as per the statutory requirements for record retention. Nature of Exception Details of Exception Instances of accounting software for maintaining books of account for For accounting software used for maintenance of sales, purchases and which the feature of recording audit trail (edit log) facility was not inventory records – the audit trail feature was not enabled at the operated throughout the year for all relevant transactions recorded in database level for the period 01 April 2024 to 06 November 2024. the software. Instances of accounting software for maintaining books of account For accounting software used for maintenance of accounting records which did not have a feature of recording audit trail (edit log) facility. – the entities could not sufficiently demonstrate whether the audit trail (edit log) facility was enabled and operated for the period 01 April 2024 to 11 November 2024. Financial Year 2023-24 As stated in Note 41 to the consolidated financial statements and based on our examination which included test checks, except for instances mentioned below, the Holding Company and its subsidiary which are companies incorporated in India and audited under the Act, in respect of financial year commencing on 1 April 2023, have used certain accounting software for maintaining their books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exception given below: Nature of Exception Details of Exception Instances of accounting software for maintaining books of account for The audit trail feature for accounting software used for maintenance which the feature of recording audit trail (edit log) facility was not of accounting records could not sufficiently demonstrate whether the operated throughout the year for all relevant transactions recorded in audit trail (edit log) facility was enabled and operated throughout the the software. year by the Holding Company and its subsidiary. The audit trail feature was not enabled at the database level to log any direct data changes, used for maintenance of sales, purchases and inventory records by the Holding Company and its subsidiary.” “Auditor's comments in Annexure to the Independent Auditor’s report on the financial statements for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 not requiring adjustments to Restated Consolidated Financial Information, are reproduced below: Purple Style Labs Limited – Standalone financial statements - Financial Year 2024-25 Annexure I referred to in paragraph 13 of the Independent Auditor’s Report – Clause vii (b) According to the information and explanations given to us, we report that there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following: Name of the statute Nature of dues Gross amount Amount paid under Period to which the Forum where protest amount relates dispute is pending Income Tax Act, Income Tax INR 8.80 million INR 1.76 million AY 2022-23 Commissioner of 1961 Income Tax, Appeals Clause xvii The Company has incurred cash losses amounting to ₹ 903.08 million (including impact of share based payment) in the current financial year but had not incurred cash losses in the immediately preceding financial year. Financial year 2023-24 Annexure I referred to in paragraph 12 of the Independent Auditor’s Report – Clause vii (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, employees’ state insurance, income-tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company, though there have been slight delays in few cases. Further, no undisputed amounts payables in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable. Clause vii (b) According to the information and explanations given to us, we report that there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following: 48Name of the statute Nature of dues Gross amount Amount paid under Period to which the Forum where protest amount relates dispute is pending Income Tax Act, Income Tax INR 8.80 million - AY 2022-23 Assessing Officer 1961 Clause xvii The Company has not incurred cash losses in the current financial year but had incurred cash losses amounting to ₹ 28.82 million in the immediately preceding financial year. Financial year 2022-23 Annexure I referred to in paragraph 13 of the Independent Auditor’s Report – Clause i (b) The Company has a regular programme of physical verification of its property, plant and equipment under which the assets are physically verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. However, no physical verification was carried out by the management of the Company during the year, and we are therefore unable to comment on the discrepancies, if any, which could have arisen on such verification. Clause vii(a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, income-tax, duty of customs, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there have been slight delays in few cases. Further, no undisputed amounts payables in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable. Clause xvii The Company has incurred cash losses in the current financial year and in the immediate preceding financial year amounting to ₹ 28.82 million and ₹ 168.91 million respectively. PSL Retail Private Limited - Financial year 2024-25 Annexure I referred to in paragraph 13 of the Independent Auditor’s Report – Clause vii (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, employees’ state insurance, income-tax, duty of customs, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company, though there have been slight delays in few cases. Further, no undisputed amounts payables in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable. Clause xvii The Company has incurred cash losses (including impact of shared based payment) in the current financial year and in the immediate preceding financial year amounting to ₹ 404.31 million and ₹ 264.40 million respectively. Financial year 2023-24 Annexure I referred to in paragraph 13 of the Independent Auditor’s Report – Clause vii (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, employees’ state insurance, income-tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company, though there have been slight delays in few cases. Further, no undisputed amounts payables in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable. Clause xvii The Company has incurred cash losses in the current financial year and in the immediate preceding financial year amounting to ₹ 431.47 million and ₹ 333.21 million respectively. Financial year 2022-23 Annexure I referred to in paragraph 13 of the Independent Auditor’s Report – Clause i (b) 49The Company has a regular programme of physical verification of its property, plant and equipment under which the assets are physically verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. However, no physical verification was carried out by the management of the Company during the year, and we are therefore unable to comment on the discrepancies, if any, which could have arisen on such verification. Clause vii (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, income-tax, duty of customs, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though income-tax have not generally been regularly deposited with the appropriate authorities and there have been significant delays. Undisputed amounts payables in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows: Statement of arrears of statutory dues outstanding for more than six months as at balance sheet date: Name of the statute Nature of dues Amount (₹ in Period to which the Due date Date of payment million) amount relates Income Tax Act, Interest on Late 3.74 June 2022 to August 7 July 2022 to 7 18 September 2023 1961 Payment of Tax 2022 September 2022 Deductible at Source Clause xvii The Company has incurred cash losses in the current financial year and in the immediate preceding financial year amounting to ₹ 333.21 million and ₹ 40.39 million respectively.” For more information, see “Financial Information - Restated Consolidated Financial Information – Note 57 – Non-adjusting items” on page 302. We cannot assure you that our Statutory Auditors’ reports for any future financial period will not contain similar comments, or matters or other remarks, qualifications or observations or other matters prescribed under Companies (Auditor’s Report) Order, 2020 or Companies (Auditor’s Report) Order, 2016, and that such matters will not otherwise affect our financial condition, cash flows and results of operations. 48. We have in this Draft Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance that may vary from any standard methodology that is applicable across the industry we operate. Certain non-GAAP financial measures, such as EBITDA, EBITDA margin, EBIT, EBIT margin, Gross Profit, Gross Profit Margin, return on equity, return on capital employed, return on net worth and certain other industry measures relating to our operations and financial performance (“Non-GAAP Measures”) have been included in this Draft Red Herring Prospectus. Such Non-GAAP Measures are supplemental measures of our performance and liquidity is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP. We compute and disclose such Non-GAAP Measures and such other industry related statistical and operational information relating to our operations and financial performance as we consider such information to be useful measures of our business and financial performance, and because such measures are frequently used by securities analysts, investors and others to evaluate the operational performance of similar businesses, many of which provide such Non-GAAP Measures and other industry related statistical and operational information. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. These Non-GAAP Measures and such other industry related statistical and operational information relating to our operations and financial performance may not be computed on the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial and operational measures, and industry related statistical information of similar nomenclature that may be computed and presented by other similar companies. In addition, these Non-GAAP Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Further, we track certain operating metrics with our internal systems and tools. Our methodologies for tracking these metrics may change over time, which could result in changes to our metrics in the future, including to metrics that we publicly disclose. If our internal systems and tools track our metrics inaccurately in the future, the corresponding data may be inaccurate. This may impair our understanding and evaluation of certain aspects of our business, which could affect our operations and long-term strategies. Such supplemental financial and operational information is therefore of limited utility as an analytical tool, and investors are cautioned against considering such information either in isolation or as a substitute for an analysis of our Restated Consolidated Financial Information disclosed elsewhere in this Draft Red Herring Prospectus. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Measures” on page 324. 5049. We have issued Equity Shares during the preceding 12 months at a price which may be below the Issue Price. The Issue Price is [●]. We have, in the last 12 months prior to filing this Draft Red Herring Prospectus, issued Equity Shares at a price that could be lower than the Issue Price. For further details, see “Capital Structure – Notes to Capital Structure – Issue of specified securities at a price lower than the Issue Price in the last year” on page 90. EXTERNAL RISK FACTORS 50. Our business operations may be impacted by macroeconomic factors leading to subdued private consumption. The products we sell at PPUS Omni-channel are at a premium price point, making these products sensitive to fluctuations in the overall macroeconomic environment. Factors such as a slowdown in India’s gross domestic product growth, rising unemployment, increased inflation, tighter monetary policy, depreciation of the Indian Rupee, or a decline in household wealth can all negatively affect consumers’ discretionary spending power and their willingness to purchase non-essential, luxury items. If customers prioritize essential expenditures or opt for more affordable alternatives, we may experience a decline in sales volumes and revenues. A prolonged period of subdued private consumption could adversely impact our market share and profitability. Further, during times of economic uncertainty, customers may shift their preferences towards lower-cost alternatives. 51. Changing laws, rules and regulations and legal uncertainties, including adverse application or interpretation of corporate and tax laws, may adversely affect our business, financial condition, cash flows, results of operations and prospects. The regulatory and policy environment in which we operate is evolving and subject to change. Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations applicable to us and our business. Our business, results of operations and prospects may be adversely impacted, to the extent that we are unable to suitably respond to and comply with any such changes in applicable law and policy. The GoI has passed new laws relating to social security, occupational safety, industrial relations and wages namely, the Code on Social Security, 2020 (“Social Security Code”), the Occupational Safety, Health and Working Conditions Code, 2020, the Industrial Relations Code, 2020 and the Code on Wages, 2019, respectively which were to take effect from April 1, 2021 (collectively, the “Labour Codes”). The GoI has deferred the effective date of implementation of the respective Labour Codes, and they shall come into force from such dates as may be notified. Different dates may also be appointed for the coming into force of different provisions of the Labour Codes. While the rules for implementation under these codes have not been finalized, as an immediate consequence, the coming into force of these codes could increase the financial burden on our Company, which may adversely impact our profitability. For instance, under the Social Security Code, a new concept of deemed remuneration has been introduced, such that where an employee receives more than half (or such other percentage as may be notified by the Central Government) of their total remuneration in the form of allowances and other amounts that are not included within the definition of wages under the Social Security Code, the excess amount received shall be deemed as remuneration and accordingly be added to wages for the purposes of the Social Security Code and the compulsory contribution to be made towards the employees’ provident fund. Further, the application of various Indian tax laws, rules and regulations to our business, currently or in the future, is subject to interpretation by the applicable taxation authorities. For instance, the Taxation Laws (Amendment) Act, 2019, a tax legislation issued by the Ministry of Finance, GoI, prescribed certain changes to the income tax rate applicable to companies in India. According to this legislation, companies can henceforth voluntarily opt in favor of a concessional tax regime (subject to no other special benefits/exemptions being claimed), which reduces the basic rate of income tax payable to 22% subject to compliance with conditions prescribed, from the erstwhile 25% or 30% depending upon the total turnover or gross receipt in the relevant period. Any such future amendments may affect our other benefits such as loss of minimum alternate tax carry forward, exemption for income earned by way of dividend from investments in other domestic companies and units of mutual funds, exemption for interest received in respect of tax free bonds, and long-term capital gains on equity shares if withdrawn by the statute in the future, and the same may no longer be available to us. Any adverse orders passed by the appellate authorities/ tribunals/ courts would have an effect on our profitability. We have had instances where orders by courts and tribunals have had an effect on our profitability. The Goods and Services (“GST”) Council, vide its meeting dated September 3, 2025 has recommended a comprehensive reform package for the GST norms in India, including rate rationalization and exemptions for certain goods and services, with effect from September 22, 2025. Any such changes could affect our and our Designer Brands’ pricing strategies, increase administrative and compliance costs and accordingly have an adverse effect on our business, financial condition and results of operations. The Digital Personal Data Protection Act, 2023 (“DPDP Act”), which received presidential assent on August 11, 2023, provides for personal data protection and privacy of individuals, regulates cross border data transfer, and provides several exemptions for personal data processing by the Government. It also provides for the establishment of a Data Protection Board of India for taking remedial actions and imposing penalties for breach of the provisions of the PDP Act. It imposes restrictions and obligations on data fiduciaries, resulting from dealing with personal data and further, provides for levy of penalties for breach of obligations prescribed under the DPDP Act. The DPDP Act is yet to be notified and requires promulgation of rules, basis which the GoI will notify the DPDP Act. The Ministry of Electronics and Information Technology, GoI (“MeitY”) published the draft Digital Personal Data Protection Rules, 2025, on January 3, 2025 (“Draft DPDP Rules”), inviting feedback/ comments from stakeholders. The Draft DPDP Rules pertain to operational aspects of the personal data protection framework, including manner of consent notice, form and 51manner of intimation of data breach, manner of obtaining verifiable consent, obligations of significant data fiduciaries, obligations of consent manager and establishment of a ‘Data Protection Board’. As the operational rules continue to be in the consultation stage, there is no clarity on the final framework that may be notified in this respect. The implementation of such laws can increase our costs and data security and compliance related costs thereby adversely impacting our results of operations, cash flows, business, and financial performance. Data privacy laws, rules and regulations are also subject to change and may become more restrictive in the future. Changes or further restrictions in data privacy laws, rules and regulations could have an adverse effect on our business, financial condition and results of operations. 52. Any adverse development, slowdown in Indian economy, political or any other factors beyond our control may have an adverse impact on our business, financial condition, cash flows, results of operations and prospects. We are dependent on prevailing economic conditions in India and our results of operations are affected by factors influencing the Indian economy, as well as the economies of the regional markets 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, cash flows, results of operations and prospects and the price of our Equity Shares. Further, economic developments globally can have a significant impact on India. For instance, the global economy has been negatively impacted by the conflict between Russia and Ukraine. Governments in the United States, United Kingdom, and European Union have imposed sanctions on certain products, industry sectors, and parties in Russia. The conflict could negatively impact regional and global financial markets and economic conditions, and result in global economic uncertainty and increased costs of various commodities, raw materials, energy and transportation. In addition, recent increases in inflation and interest rates globally, including in India, could adversely affect the Indian economy. In case we are not able to react to adverse economic developments, sector-specific conditions and cyclical trends in a flexible and appropriate way, our business, financial condition, cash flows, results of operations and prospects could be adversely affected. 53. Subsequent to the listing of the Equity Shares, we may be subject to pre-emptive surveillance measures, such as the Additional Surveillance Measures and the Graded Surveillance Measures by the Stock Exchanges in order to enhance the integrity of the market and safeguard the interest of investors. Subsequent to the listing of the Equity Shares, we may be subject to Additional Surveillance Measures (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges. These measures are in place to enhance the integrity of the market and safeguard the interest of investors. The criteria for shortlisting any security trading on the Stock Exchanges for ASM is based on objective criteria, which includes market-based parameters such as high low price variation, concentration of client accounts, close to close price variation, market capitalization, average daily trading volume and its change, and average delivery percentage, among others. Securities are subject to GSM when their price is not commensurate with the financial health and fundamentals of the issuer. Specific parameters for GSM include net worth, net fixed assets, price to earnings ratio, market capitalization and price to book value, among others. Factors within and beyond our control may lead to our securities being subject to GSM or ASM. In the event our Equity Shares are subject to such surveillance measures implemented by any of the Stock Exchanges, we may be subject to certain additional restrictions in connection with trading of our Equity Shares such as limiting trading frequency (for example, trading either allowed once in a week or a month) or freezing of price on upper side of trading which may have an adverse effect on the market price of our Equity Shares or may in general cause disruptions in the development of an active trading market for our Equity Shares. 54. The locations in which we operate could experience natural disasters. The occurrence of natural or man-made disasters may adversely affect our business, financial condition, cash flows, results of operations and prospects. A natural disaster, severe weather conditions or an accident that damages or otherwise adversely affects any of our business operations, could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects. Severe flooding, lightning strikes, earthquakes, extreme wind conditions, severe storms, wildfires, and other unfavorable weather conditions (including those from climate change) or natural disasters could damage our Experience Centers or require us to shut down our operations, impeding our ability to acquire new designers or customers or collect payments from our existing customers. While we have not faced instances where any of the locations from which we operate were affected by natural disasters or suffered damage on account of such events in the last three Fiscals, there is no assurance that such events will not occur in the future. Further, catastrophic events such as explosions, terrorist acts, riots or other similar occurrences could result in similar consequences or in personal injury, loss of life, environmental danger or severe damage to or destruction of our Experience Centers, or suspension of our business operations. Any of these events could have an adverse effect on our business, financial condition, cash flows, results of operations and prospects. 55. Investors may have difficulty enforcing foreign judgments in India against us or our management. Our Company is incorporated under the laws of India, our Promoter and all of our Directors and Key Managerial Personnel and members of Senior Management are residents of India and a majority of our assets are located in India. As a result, it may not be possible for investors to effect service of process on us or such persons in jurisdictions outside India, or to enforce against them judgments obtained in courts outside of India predicated upon civil liabilities on us or such directors and executive officers under 52laws other than Indian Law. Recognition and enforcement of foreign judgments is provided for, under Section 13 and Section 44A of the Code of Civil Procedure, 1908 (“Civil Code”). India is not party to any international treaty in relation to the recognition or enforcement of foreign judgments. India has a reciprocal recognition or enforcement of foreign judgments in civil and commercial matters with only a limited number of jurisdictions, such as the United Kingdom, Hong Kong, Republic of Singapore, United Arab Emirates, among others. The United States has not been notified as a reciprocating territory. In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements of the Civil Code. Section 13 of the Civil Procedure Code provides that foreign judgments shall be conclusive regarding any matter directly adjudicated on except (i) where the judgment has not been pronounced by a court of competent jurisdiction, (ii) where the judgment has not been given on the merits of the case, (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or refusal to recognize the law of India in cases to which such law is applicable, (iv) where the proceedings in which the judgment was obtained were opposed to natural justice, (v) where the judgment has been obtained by fraud or (vi) where the judgment sustains a claim founded on a breach of any law then in force in India. The Civil Code only permits the enforcement and execution of monetary decrees in the reciprocating jurisdiction, not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or decrees from jurisdictions which do not have reciprocal recognition with India, such as the United States, cannot be enforced through execution proceedings in India. Therefore, a final judgment for the payment of money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the non-reciprocating territory, would not be directly enforceable in India. Even if an investor obtained a judgment in such a jurisdiction against us, our officers or directors, the enforcement process would involve instituting a fresh proceeding in India and obtaining a decree from an Indian court. However, if a final foreign judgment has been obtained in a non-reciprocating territory, the party in whose favor such final foreign judgment is rendered may initiate a fresh suit in a competent court in India within three years of obtaining such final foreign judgment. Generally, there are considerable delays in the disposal of suits by Indian courts. However, it is unlikely that a court in India would award damages on the same basis as a foreign court if an action were to be brought in India or that an Indian court would enforce foreign judgments if that court was of the view that the amount of damages awarded was excessive or inconsistent with the public policy in India. Further, there can be no assurance that a suit brought in an Indian court in relation to a foreign judgment will be disposed of in a timely manner. In addition, any person seeking to enforce a foreign judgment in India is required to obtain a prior approval from the RBI to repatriate any amount recovered, and we cannot assure that such approval will be forthcoming within a reasonable period of time, or at all, or that conditions of such approval would be acceptable. Such amount may also be subject to income tax in accordance with applicable law. 56. Any adverse revision to India’s debt rating could adversely affect our business. India’s sovereign debt rating could be adversely affected due to various factors, including changes in tax or fiscal policy or a decline in India’s foreign exchange reserves, which are outside our control. Any adverse revisions to India’s credit ratings by international rating agencies may adversely affect our ratings, and the terms on which we are able to raise additional finances or refinance any existing indebtedness. This could have an adverse effect on our business and financial performance, ability to obtain financing and the price of the Equity Shares. 57. If inflation were to rise in India, we might not be able to reduce our costs or pass the increase in costs on to our customers and our profits might decline. Inflation rates could be volatile, and we may face high inflation in the future as India had witnessed in the past. High inflation can contribute to an increase in interest rates and increased costs to our business, including increased costs of salaries and other operating expenses relevant to our business. Further, high inflation leading to higher interest rates may also lead to a slowdown in the economy and adversely impact credit growth as well as consumer spending. Consequently, we may also be affected and fall short of business growth and profitability. Fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase in inflation in India can increase our operating expenses, which we may not be able to pass on to our customers, whether entirely or in part, and the same may adversely affect our business, financial condition, cash flows, results of operations and prospects. In particular, we might not be able to reduce our costs or pass the increase in costs on to our customers. In such case, our business, financial condition, cash flows, results of operations and prospects may be adversely affected. While the Government of India through the RBI has previously initiated economic measures to combat high inflation rates, it is unclear whether these measures will remain in effect, and there can be no assurance that Indian inflation levels will not rise in the future. 58. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have a material adverse effect on the trading price of, and returns on, our Equity Shares, independent of our operating results. Any dividends in respect of our Equity Shares will be paid in Indian Rupees and subsequently converted into the relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the time that it takes to undertake such conversion may reduce the net dividend foreign investors receive. In addition, any adverse movement in currency exchange rates during a delay in repatriating outside India the proceeds from a sale of Equity Shares, for example, because of a delay in 53regulatory approvals that may be required for the sale of Equity Shares may reduce the proceeds received by Equity Shareholders. For example, the exchange rate between the Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate substantially in the future, which may have a material adverse effect on the trading price of our Equity Shares and returns on our Equity Shares, independent of our operating results. 59. Our business may be adversely affected by adverse application or interpretation of competition laws in India. The Competition Act, 2002, as amended (“Competition Act”), regulates and was enacted for the purpose of preventing practices that have or are likely to have an appreciable adverse effect on competition (“AAEC”) in the relevant market in India and mandates the Competition Commission of India (the “CCI”) to separate such practices. Under the Competition Act, any formal or informal arrangement, understanding or action in concert, which causes or is likely to cause an AAEC in India, is considered void and results in the imposition of substantial monetary penalties. Further, any agreement among competitors which directly or indirectly involves the determination of purchase or sale prices, limits or controls production, supply, markets, technical development, investment or provision of services, shares the market or source of production or provision of services, including by way of allocation of geographical area, type of goods or services or number of consumers in the relevant market or directly or indirectly results in bid- rigging or collusive bidding is presumed to have an AAEC and is considered void. The Competition Act also prohibits abuse of a dominant position by any enterprise. If it is proved that the contravention committed by a company took place with the consent or connivance or is attributable to any neglect on the part of any director, manager, secretary or other officer of such company, that person shall also be guilty of the contravention and may be punished. The Competition Act was amended in April 2023 to, inter alia, increase the scope of definition of anti-competitive agreements and empower the CCI to impose penalties based on a company’s global turnover. The Competition Act aims to, among other things, prohibit all agreements and transactions which may have an AAEC in India. The Competition Act also includes provisions in relation to combinations which require any acquisition of shares, voting rights, assets or control or mergers or amalgamations, which cross the prescribed asset and turnover based thresholds, to be mandatorily notified to and pre-approved by the CCI. While certain agreements entered into by us could be within the purview of the Competition Act, the impact of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty at this stage. Further, the CCI has extra-territorial powers and can investigate any agreements, abusive conduct or combination occurring outside India if such agreement, conduct or combination has an AAEC in India. In the event we pursue an acquisition in the future, we may be affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI, or if any prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business, financial condition, cash flows, results of operations and prospects. The manner in which the Competition Act and the CCI affect the business environment in India may also adversely affect our business, financial condition, cash flows, results of operations and prospects. 60. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our business, financial condition, cash flows, results of operations and prospects. The restated consolidated financial information of our Company and Subsidiaries as at and for the years ended March 31, 2025, 2024 and 2023, comprising the restated consolidated statement of assets and liabilities of the Company as of March 31, 2025, 2024 and 2023, the restated consolidated statement of profit and loss, the restated consolidated statement of cash flows and restated consolidated changes in equity for the years ended March 31, 2025, 2024 and 2023, the consolidated summary statement of notes and other explanatory information, derived from the audited consolidated financial statements as at and for the years ended March 31, 2025, 2024 and 2023, prepared in accordance with Ind AS and restated in accordance with requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013 (as amended), the SEBI ICDR Regulations (as amended) and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by the ICAI. Ind AS differs in certain significant respects from Indian GAAP, IFRS, U.S. GAAP and other accounting principles with which prospective investors may be familiar in other countries. We have not attempted to quantify their impact of US GAAP or IFRS on the financial data included in this Draft Red Herring Prospectus nor do we provide a reconciliation of our financial statements to those of US GAAP or IFRS. US GAAP and IFRS differ in significant respects from Ind AS. Prospective investors should review the accounting policies applied in the preparation of our financial statements, and consult their own professional advisers for an understanding of the differences between these accounting principles and those with which they may be more familiar. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus should be limited accordingly. 61. Financial instability in other countries may cause increased volatility in Indian financial markets. The Indian market and the Indian economy are influenced by economic and market conditions in other countries, including conditions in the United States, Europe and certain emerging economies in Asia. Financial turmoil in Asia, Russia and elsewhere in the world in recent years has adversely affected the Indian economy. Any worldwide financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector and us. 54Further, economic developments globally can have a significant impact on India. In particular, the global economy has been negatively impacted by conflicts between Israel and Palestine and Russia and Ukraine. Governments in the United States, United Kingdom, and European Union have imposed sanctions on certain products, industry sectors, and parties in Russia. These conflicts could negatively impact regional and global financial markets and economic conditions, and result in global economic uncertainty and increased costs of various commodities, raw materials, energy and transportation. In addition, recent increases in inflation and interest rates globally, including in India, could adversely affect the Indian economy. In addition, China is one of India’s major trading partners and there are rising concerns of a possible slowdown in the Chinese economy as well as a strained relationship with India, which could have an adverse impact on the trade relations between the two countries. Any significant financial disruption could have an adverse effect on our business, financial condition, cash flows, results of operations and prospects. RISKS RELATING TO THE ISSUE AND THE EQUITY SHARES 62. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under Indian law. Certain provisions in Indian law may delay, deter or prevent a future takeover or change in control of our Company, even if a change in control would result in the purchase of our Equity Shares at a premium to the market price or would otherwise be beneficial to you. 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. Consequently, even if a potential takeover of our Company would result in the purchase of our Equity Shares at a premium to their market price or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or consummated because of the SEBI Takeover Regulations. Further, there are requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the SEBI Takeover Regulations if the shareholding of any entity exceeds the specified threshold. 63. The determination of the Price Band is based on various factors and assumptions and the Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Issue. Our Company’s Equity Shares have never been publicly traded and may experience price and volume fluctuations following the completion of the Issue. The determination of the Price Band is based on various factors and assumptions and will be determined by our Company in consultation with the BRLMs. Further, the Issue Price of the Equity Shares will be determined by our Company in consultation with the BRLMs on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process. These will be based on numerous factors, including factors as described under “Basis for Issue Price” beginning on page 113 and may not be indicative of the market price for the Equity Shares after the Issue. Prior to the Issue, there has been no public market for our Equity Shares, and an active trading market may not develop or be sustained after the Issue. Listing and quotation does not guarantee that a market for our Equity Shares will develop or, if developed, the liquidity of such market for the Equity Shares. You may not be able to re-sell your Equity Shares at or above the Issue Price and may as a result lose all or part of your investment. 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. Our Equity Shares are expected to trade on the Stock Exchanges after the Issue, but there can be no assurance that active trading in our Equity Shares will develop after the Issue, or if such trading develops that it will continue. Investors may not be able to sell our Equity Shares at the quoted price if there is no active trading in our Equity Shares. 64. The Issue Price of our Equity Shares, and market capitalization to total income may not be indicative of the trading price of the Equity Shares upon listing on the Stock Exchanges subsequent to the Issue and, as a result, you may lose a significant part or all of your investment. Our market capitalization to the multiple of total income for Fiscal 2025 is [●] times. Our Issue Price, and the multiples may not be comparable to the market price, and market capitalization. Accordingly, any valuation exercise undertaken for the purposes of the Issue by our Company in consultation with the BRLMs, would not be based on a benchmark with our industry peers. The relevant financial parameters on the basis of which Price Band will be determined, have been disclosed under “Basis for Issue Price” on page 113 and shall be disclosed in the price band advertisement. 65. Any future issuance of our Equity Shares or convertible securities or other equity linked instruments by our Company may dilute prospective investors’ shareholding, and sales of our Equity Shares by our major shareholders may adversely affect the trading price of our Equity Shares. We may be required to raise additional capital and finance our growth through future equity offerings. Any future equity that we issue, including a primary offering, 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, 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 55Shares 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. 66. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby suffer future dilution of their ownership position. Under the Companies Act, a company incorporated in India and having share capital must offer its equity shareholders, pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their existing ownership percentages prior to issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a special resolution by holders of three-fourths of the equity shares voting on such resolution. However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without our filing an offering document or registration statement with the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive rights unless we make such a filing. If we elect not to file a registration statement, the new securities may be issued to a custodian, who may sell the securities for your benefit. The value such custodian receives on the sale of any such securities and the related transaction costs cannot be predicted. To the extent that you are unable to exercise pre-emptive rights granted in respect of our Equity Shares, your proportional equity interests in us may be reduced. 67. QIBs and NIBs are not permitted to withdraw or lower their bids (in terms of quantity of Equity Shares or the bid amount) at any stage after submitting a bid, and RIBs are not permitted to withdraw their bids after Bid/Issue closing date. Pursuant to the SEBI ICDR Regulations, QIBs and NIBs are required to block the bid amount on submission of the bid and are not permitted to withdraw or lower their bids (in terms of quantity of equity shares or the bid amount) at any stage after submitting a bid. Therefore, QIBs and NIBs will not be able to withdraw or lower their bids following adverse developments in international or national monetary policy, financial, political or economic conditions, our business, results of operations, cash flows or otherwise at any stage after the submission of their bids. RIBs can revise or withdraw their bids at any time during the Bid/Issue period and until the Bid/Issue closing date, but not thereafter. Subject to compliance with applicable law, our Company may complete the Allotment of the Equity Shares even if such events occur, and such events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Issue or cause the trading price of the Equity Shares to decline on listing. 68. You may be subject to Indian taxes arising out of income arising on the sale of and dividend on our Equity Shares. Capital gains arising from the sale of our Equity Shares are generally taxable in India. Any gain realised on the sale of our Equity Shares on a stock exchange held for more than 12 months is subject to long term capital gains tax in India. Such long-term capital gains exceeding ₹125,000 arising from the sale of listed equity shares on a stock exchange are subject to tax at the rate of 12.50% (plus applicable surcharge and cess). A securities transaction tax (“STT”) will be levied on and collected by an Indian stock exchange on which our Equity Shares are sold. Any gain realised on the sale of our Equity Shares held for more than 12 months by an Indian resident, which are sold other than on a recognised stock exchange and as a result of which no STT has been paid, will be subject to long-term capital gains tax in India. Further, any gain realised on the sale of our Equity Shares held for a period of 12 months or less will be subject to short-term capital gains tax in India. Further, any gain realised on the sale of listed equity shares held for a period of 12 months or less which are sold other than on a recognised stock exchange and on which no STT has been paid, will be subject to short-term capital gains tax at a higher rate compared to the transaction where STT has been paid in India. Capital gains arising from the sale of our Equity Shares will be exempt from taxation in India in cases where an exemption is provided under a treaty between India and the country of which the seller is a resident. As a result, subject to any relief available under an applicable tax treaty or under the laws of their own jurisdictions, residents of other countries may be liable for tax in India as well as in their own jurisdictions on gains arising from a sale of our Equity Shares. The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020 and clarified that, in the absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities through stock exchanges will be on the buyer, while in other cases of transfer for consideration through a depository, the onus will be on the transferor. The stamp duty for transfer of securities other than debentures on a delivery basis is specified at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount. The Finance Act, 2020, has, inter alia, amended the tax regime, including a simplified alternate direct tax regime and that dividend distribution tax will not be payable in respect of dividends declared, distributed or paid by a domestic company after March 31, 2020, and accordingly, that such dividends not be exempt in the hands of the shareholders, and that such dividends are likely to be subject to tax deduction at source. Investors should consult their own tax advisors about the consequences of investing or trading in the Equity Shares. The Government of India has announced the Union Budget for Financial Year 2025-2026 (“Budget”). Pursuant to the Budget, the Finance Bill, 2025 (“Finance Bill”), was introduced in the Lok Sabha and inter alia, proposes to amend the capital gains tax rates and amounts mentioned above, with effect from the date of announcement of the Budget. The Finance Bill received the assent from the President of India and became the Finance Act, 2025, with effect from April 1, 2025. However, 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. 5669. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract foreign investors, which may adversely impact the market price of the Equity Shares. As an Indian company, we are subject to exchange controls that regulate investments by foreign investors in our Company and borrowing in foreign currencies by our Company, including those specified under FEMA and the rules thereunder. Under the foreign exchange regulations currently in force in India, there are certain investment and sectoral conditions applicable to our business. Further, under such regulations, transfer of shares between non-residents and residents are freely permitted (subject to certain restrictions) if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be executed, 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. For further details, see “Description of Equity Shares and Terms of Article of Association” beginning on page 397. Shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian income tax authorities. Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT as consolidated in the FDI Policy with effect from October 15, 2020, and the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which share a land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country, will require prior approval of the Government of India. Any such approval(s) would be subject to the discretion of the regulatory authorities. Restrictions on foreign investment activities and impact on our ability to attract foreign investors may cause uncertainty and delays in our future investment plans and initiatives. We cannot assure you that any required approval from the relevant governmental agencies can be obtained on any particular terms or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” beginning on page 395. 70. Your ability to acquire and sell Equity Shares is restricted by the distribution and transfer restrictions set forth in this Draft Red Herring Prospectus. No actions have been taken to permit a public offering of the Equity Shares in any jurisdiction, other than India. As such, the Equity Shares have not and will not be registered under the U.S. Securities Act, any state securities laws or the law of any jurisdiction other than India. Further, the Equity Shares are subject to restrictions on transferability and resale. You are required to inform yourself about and observe these restrictions. We, our representatives and our agents will not be obligated to recognize any acquisition, transfer or resale of the Equity Shares made other than in compliance with the restrictions set forth herein. 71. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in the Issue. Our Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must be completed before our Equity Shares can be listed and trading of our Equity Shares may commence, including the crediting of the Investors’ “demat” accounts within the timeline specified under applicable law. Further, in accordance with Indian law, permission for listing of our Equity Shares will not be granted until after our Equity Shares in this Issue have been Allotted and submission of all other relevant documents authorizing the issuing of our Equity Shares. There could be a failure or delay in listing of our Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise to commence trading in our Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There can be no assurance that our Equity Shares will be credited to investors’ demat accounts, or that trading in our Equity Shares will commence, within the prescribed time periods or at all. 72. Rights of shareholders of companies under Indian law may be different compared to 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 a jurisdiction other than India. Shareholders’ rights under Indian law may differ from shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as a shareholder in an Indian company rather than as a shareholder of an entity in another jurisdiction. 57SECTION III: INTRODUCTION THE ISSUE The following table sets forth the details of the Issue: The Issue(1)(2) Up to [●] equity shares of face value ₹10 each, aggregating up to ₹6,600.00 million The Issue consists of: QIB Portion(3)(4) Not less than [●] equity shares of face value ₹10 each aggregating up to ₹[●] million of which: - Anchor Investor Portion(3) Up to [●] equity shares of face value ₹10 each - Net QIB Portion (assuming the Anchor Investor Portion is fully [●] equity shares of face value ₹10 each subscribed) of which: - Mutual Fund Portion [●] equity shares of face value ₹10 each - Balance for all QIBs including Mutual Funds [●] equity shares of face value ₹10 each Non-Institutional Portion(4) Not more than [●] equity shares of face value ₹10 each aggregating up to ₹[●] million of which: One-third of the Non-Institutional Portion available for allocation to [●] equity shares of face value ₹10 each Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million Two-third of the Non-Institutional Portion available for allocation to [●] equity shares of face value ₹10 each Bidders with an application size of more than ₹1.00 million Retail Portion(4) Not more than [●] equity shares of face value ₹10 each aggregating up to ₹[●] million Pre and post-Issue Equity Shares Equity Shares outstanding prior to the Issue (as on the date of this Draft 68,235,000 equity shares of face value ₹10 each Red Herring Prospectus) Equity Shares outstanding after the Issue [●] equity shares of face value ₹10 each Use of Net Proceeds of the Issue See “Objects of the Issue” beginning on page 104 for information about the use of the Net Proceeds. (1) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities aggregating up to ₹1,300.00 million, as may be permitted under applicable law, at our discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable laws. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. (2) The Issue has been authorised by our Board pursuant to their resolution dated June 18, 2025 read with the resolution dated September 12, 2025, and by a resolution passed by our Shareholders at their meeting held on August 28, 2025. (3) Our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. The QIB Portion will be accordingly reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription or non- allocation in the Anchor Investor Portion, the remaining Equity Shares shall be added back to the Net QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see “Issue Procedure” beginning on page 377. Allocation to all categories shall be made in accordance with the SEBI ICDR Regulations. (4) Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non-Institutional Portion or the Retail Portion, would be allowed to be met with spill over from any other category or combination of categories at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange. Under-subscription, if any, in the Net QIB Portion would not be allowed to be met with spill-over from other categories or a combination of categories. The Issue shall constitute [●] % of the post-Issue paid-up Equity Share capital of our Company. Allocation to all categories, except the Anchor Investor Portion, Non-Institutional Portion and the Retail Portion, shall be made on a proportionate basis subject to valid Bids received at or above the Issue Price, as applicable. The allocation to each RIB and NIB shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the Non-Institutional Portion, respectively, and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified in the SEBI ICDR Regulations. Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR Regulations. For further details, see “Issue Structure”, “Issue Procedure” and “Terms of the Issue” beginning on pages 374, 377 and 368, respectively. 58SUMMARY OF FINANCIAL INFORMATION The following tables provide the summary of financial information of our Company derived from the Restated Consolidated Financial Information for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023. The Restated Consolidated Financial Information referred to above are presented under “Financial Information” beginning on page 232. The summary of financial information presented below should be read in conjunction with the “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 232 and 313, respectively. (The remainder of this page has been left intentionally blank) 59SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES (in ₹ million) Particulars As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 ASSETS Non-current assets Property, plant and equipment 323.73 351.31 237.83 Capital work-in-progress 34.08 8.12 - Right of use assets 1,531.88 1,843.17 1,172.83 Goodwill 70.13 84.58 84.58 Other intangible assets 16.71 19.79 22.87 Financial assets (i) Investments - 26.20 - (ii) Loans 1.14 1.22 0.37 (iii) Other financial assets 361.50 173.81 138.90 Deferred tax assets (net) - - - Income-tax assets (net) 7.29 6.65 4.73 Other non-current assets 71.06 31.63 121.35 Total non-current assets 2,417.52 2,546.48 1,783.46 Current assets Inventories 1,603.38 1,404.01 871.05 Financial assets (i) Trade receivables 12.75 8.84 21.74 (ii) Cash and cash equivalents 103.78 31.91 75.69 (iii) Bank balances other than cash and cash equivalents 1.01 1.01 - (iv) Loans 5.33 4.70 2.29 (v) Other financial assets 150.92 64.52 60.84 Other current assets 687.82 536.05 482.38 Total current assets 2,564.99 2,051.04 1,513.99 TOTAL ASSETS 4,982.51 4,597.52 3,297.45 EQUITY AND LIABILITIES Equity Equity share capital 0.41 0.29 0.29 Other equity 1,186.56 408.48 592.55 Total equity 1,186.97 408.77 592.84 Liabilities Non-current liabilities Financial liabilities (i) Borrowings - 10.09 0.20 (ii) Lease liabilities 1,461.20 1,671.78 1,018.59 Provisions 25.36 17.41 10.23 Total non-current liabilities 1,486.56 1,699.28 1,029.02 Current liabilities Financial liabilities (i) Borrowings 1,127.91 1,153.18 467.09 (ii) Lease liabilities 282.70 261.65 195.14 (iii) Trade payables - Total outstanding dues of micro and small enterprises 140.33 53.36 26.70 - Total outstanding dues of creditors other than micro and small enterprises 278.00 597.27 394.60 (iv) Other financial liabilities 27.44 47.45 78.86 Other current liabilities 447.26 372.71 511.20 Provisions 5.34 3.85 2.00 Total current liabilities 2,308.98 2,489.47 1,675.59 TOTAL LIABILITIES 3,795.54 4,188.75 2,704.61 TOTAL EQUITY AND LIABILITIES 4,982.51 4,597.52 3,297.45 60SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS (in ₹ million, unless otherwise specified) Particulars Financial Year ended Financial Year ended Financial Year ended March 31, 2025 March 31, 2024 March 31, 2023 INCOME Revenue from operations 4,899.09 5,043.73 3,691.93 Other income 40.92 56.60 21.82 Total income 4,940.01 5,100.33 3,713.75 Expenses Cost of materials consumed 12.90 32.31 64.50 Purchases of stock-in-trade 3,025.87 3,474.80 2,682.54 Changes in inventories of finished goods, stock-in-trade and work-in- (200.04) (532.12) (600.35) progress Employee benefits expense 662.08 586.86 441.37 Finance costs 529.73 407.57 250.60 Depreciation and amortisation expenses 547.97 385.81 291.72 Other expenses 1,019.32 1,222.20 1,103.73 Total expenses 5,597.83 5,577.43 4,234.11 Profit/(loss) before exceptional item and tax (657.82) (477.10) (520.36) Exceptional item - expense/ (income) 1,227.68 - (106.47) Profit/(loss) before tax (1,885.50) (477.10) (413.89) Tax Expense/ (Credit), net (i) Current Tax - - - (ii) Deferred Tax - - - Profit/(loss) after tax (1,885.50) (477.10) (413.89) Other comprehensive income/ (loss) Items that will not be reclassified to profit or loss - Remeasurement of the defined benefit plans (loss) (1.37) (2.43) (1.34) - Income tax relating to above - - - Items that will be reclassified to profit or loss - Exchange difference on translation of foreign operation (5.88) (8.62) 0.01 - Income tax relating to above - - - Other comprehensive income/(loss), net of tax (7.25) (11.05) (1.33) Total comprehensive income/ (loss) (1,892.75) (488.15) (415.22) Profit/(loss) attributable to: - Owners of the Company (1,885.50) (477.10) (413.89) - Non controlling interests - - - Other comprehensive income/(loss) attributable to: - Owners of the Company (7.25) (11.05) (1.33) - Non controlling interests - - - Total comprehensive income/(loss) attributable to: - Owners of the Company (1,892.75) (488.15) (415.22) - Non controlling interests - - - Earnings/(losses) per equity share attributable to owners of the Company Basic and Diluted (in ₹) (29.03) (7.46) (6.69) Face value per share (in ₹) 10.00 10.00 10.00 61SUMMARY OF RESTATED CONSOLIDATED CASH FLOW STATEMENT (in ₹ million) Particulars Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 Cash flow from operating activities Profit/(loss) before tax (1,885.50) (477.10) (413.89)3.89) Adjustments for: Depreciation and amortisation expense 547.97 385.81 291.72 Share based payment expense 1,227.68 - (106.47) Interest income (26.59) (19.30) (13.49) Loss on sale of property, plant and equipment (net) - 0.09 - Gain on fair valuation of investments (net) (3.93) (15.67) (5.61) Bad debts written off 1.36 3.28 0.04 Provision for inventory obsolescence 105.30 92.76 23.63 Impairment of investment - - 6.50 Finance costs 529.50 407.52 241.10 Liability written back (3.36) (6.18) - Effect of exchange rate on translation of operating cashflows (5.88) (8.62) 0.01 Operating profit before working capital changes 486.55 362.59 23.54 Changes in working capital: (Increase)/ Decrease in inventories (304.67) (625.72) (624.95) (Increase)/ Decrease in trade receivables (5.27) 9.62 58.56 (Increase)/ Decrease in other financial assets (259.24) (127.11) (133.42) (Increase)/ Decrease in other assets (179.89) 41.88 (240.00) Increase/ (Decrease) in trade payables (264.95) 198.63 92.88 Increase/ (Decrease) in provisions 8.07 6.60 4.56 Increase/ (Decrease) in other financial liabilities (8.00) (39.52) 51.75 Increase/ (Decrease) in other liabilities 76.19 (138.49) 326.63 Cash used in operations (451.21) (311.52) (440.45) Taxes (paid)/ refunds (net) (0.64) (1.92) (1.44) Net cash used in operating activities (A) (451.85) (313.44) (441.89) Cash flow from investing activities Purchase of property, plant and equipment (including movement in capital (149.37) (154.67) (134.81) work-in-progress, capital advances and capital creditors) Proceeds from sale of property, plant and equipment 0.01 0.07 - Proceeds from sale of investments 30.13 - 10.64 Increase in fixed deposits not considered as cash equivalents - (1.00) - Interest received on fixed deposits 0.07 0.05 - Purchase of investments - (10.53) - Effect of exchange rate on translation of investing cashflows (1.97) (1.78) (1.41) Net cash used in investing activities (B) (121.13) (167.86) (125.58) Cash flow from financing activities Proceeds from issue of shares including premium collected 1,482.50 304.65 625.90 Expenses incurred on issue of shares (39.23) (0.57) - Proceeds from non-current borrowings 1,121.50 1,141.00 504.80 Repayment of non-current borrowings (including current maturities) (1,050.11) (555.43) (340.10) Proceeds from short term borrowings 748.42 394.61 540.72 Repayment of short term borrowings (854.70) (288.33) (477.87) Payment of interest on borrowings (222.45) (135.96) (75.51) Payment of lease liabilities (269.23) (187.77) (151.36) Payment of interest on lease liabilities (273.15) (236.38) (156.32) Effect of exchange rate on translation of financing cashflows 1.30 1.70 1.40 Net cash generated from financing activities (C) 644.85 437.52 471.66 Net increase / (decrease) in cash and cash equivalents (A+B+C) 71.87 (43.78) (95.81) Cash and cash equivalents at the beginning of the year 31.91 75.69 171.50 Cash and cash equivalents at the end of the year 103.78 31.91 75.69 Cash and cash equivalents comprise of: Cash on hand 15.25 6.88 5.03 62Particulars Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 Balances with banks - in current accounts 88.53 25.03 70.66 103.78 31.91 75.69 63GENERAL INFORMATION Registered and Corporate Office of our Company Purple Style Labs Limited CTS No. 1081, Plot no. 110 TPS Village, Service Road Western Express Highway, Vile Parle East, Mumbai 400 057 Maharashtra, India Corporate Identity Number: U18204MH2015PLC267215 Company Registration Number: 267215 For details of our incorporation and change to our registered office address, see “History and Certain Corporate Matters” beginning on page 205. Address of the RoC Our Company is registered with the RoC, situated at the following address: Registrar of Companies, Mumbai 100, Everent Marine Drive Mumbai 400 002 Maharashtra, India Board of Directors of our Company As on the date of this Draft Red Herring Prospectus, our Board of Directors comprises the following: Name Designation DIN Address Hrishikesh Bhalchandra Chairperson and 01224244 1003, Casa Grande, Senapati Bapat Marg, Lower Parel Parandekar Independent Director (West), Mumbai 400 013, Maharashtra, India Abhishek Agarwal Whole-Time Director and 07237807 501, 5th Floor, 22-A, Western Wind Building, Juhu Tara Chief Executive Officer Road, Mumbai 400 049, Maharashtra, India Abhinav Agarwal Whole-Time Director and 07178846 501, 5th Floor, 22-A, Western Wind Building, Juhu Tara Chief Business Officer Road, Mumbai 400 049, Maharashtra, India Rahul Garg Non-Executive Director 06939695 A-503, UKN Espreranza, Varthur Main Road, Thubarahalli, Bangalore North, Bengaluru 560 066, Karnataka, India Harminder Sahni Non-Executive Director 00576755 B-1/301, World Spa West, Sector-30/41, Gurgaon 122 001, Haryana, India Shefali Sarohi Shyam Independent Director 03294051 501, Ansal Krishna 2 Hosur Road, Adugodi, Bengaluru 560 030, Karnataka, India For further details of our Board, see “Our Management” beginning on page 212. Company Secretary and Compliance Officer Gulshan Mumtaz Khan is our Company Secretary and Compliance Officer. Her contact details are as set forth below: Gulshan Mumtaz Khan CTS No. 1081, Plot no. 110 TPS Village, Service Road Western Express Highway, Vile Parle East Mumbai 400 057 Maharashtra, India Tel: +91 22 5033 3600 E-mail: investor.relations@purplestylelabs.com 64Book Running Lead Managers Axis Capital Limited IIFL Capital Services Limited (formerly known as 1st Floor, Axis House IIFL Securities Limited) Pandurang Budhkar Marg, 24th Floor, One Lodha Place Worli, Mumbai 400 025 Senapati Bapat Marg Maharashtra, India Lower Parel (West), Mumbai 400 013 Tel: +91 22 4325 2183 Maharashtra, India E-mail: psl.ipo@axiscap.in Tel: +91 22 4646 4728 Investor Grievance ID: complaints@axiscap.in E-mail: psl.ipo@iiflcap.com Website: www.axiscapital.co.in Investor Grievance ID: ig.ib@iiflcap.com Contact Person: Mayuri Arya / Jigar Jain Website: www.iiflcap.com SEBI Registration Number: INM000012029 Contact Person: Yogesh Malpani / Pawan Kumar Jain SEBI Registration Number: INM000010940 Legal Counsel to our Company as to Indian law Cyril Amarchand Mangaldas 5th floor, Peninsula Chambers Peninsula Corporate Park Ganpatrao Kadam Marg, Lower Parel Mumbai 400 013 Maharashtra, India Tel: +91 22 2496 4455 E-mail: ipo.cam@cyrilshroff.com Registrar to the Issue KFin Technologies Limited 301, The Centrium, 3rd Floor 57, Lal Bahadur Shastri Road Nav Pada, Kurla (West), Mumbai 400 070 Maharashtra, India Tel: +91 40 6716 2222 E-mail: purplestyle.ipo@kfintech.com Website: www.kfintech.com Investor Grievance ID: einward.ris@kfintech.com Contact Person: M Murali Krishna SEBI Registration Number: INR000000221 Joint Statutory Auditors to our Company Walker Chandiok & Co LLP, Chartered Accountants Kedia & Agrawal, Chartered Accountants* 16th Floor, Tower III B/401, Jyoti Sukriti One International Centre, S B Marg Krishna Vatika Marg, Gokuldham Prabhadevi (W), Mumbai 400 013 Goregaon (East), Mumbai 400 063 Maharashtra, India Maharashtra, India Tel: +91 2266262600/99 Tel: +91 9702 661070 E-mail: Rakesh.Agarwal@walkerchandiok.in E-mail: sunil@kediaagrawal.co.in Firm Registration Number: 001076N/N500013 Firm Registration Number: 140989W Peer Review Number: 020566 Peer Review Number: 019264 *The term of Kedia & Agrawal, Chartered Accountants will be expiring after the ensuing AGM, and they may be subsequently replaced by another joint statutory auditor. 65Except as stated below, there has been no change in the Statutory Auditors of our Company during the three years preceding the date of this Draft Red Herring Prospectus: Particulars Date of Change Reasons for Change Walker Chandiok & Co LLP, Chartered September 30, 2022 Appointment as Joint Statutory Auditor Accountants 16h Floor, Tower III One International Centre, S B Marg Prabhadevi (West), Mumbai 400 013 Maharashtra, India Tel: +91 2266262600/99 E-mail: Rakesh.Agarwal@walkerchandiok.in Firm Registration Number: 001076N/N500013 Peer Review Number: 020566 Bankers to the Issue Escrow Collection Bank(s) [●] Refund Bank(s) [●] Public Issue Account Bank(s) [●] Sponsor Bank(s) [●] Bankers to our Company ICICI Bank Limited Ground Floor, C Wing, Autumn Estate, Chandivali Farm Road, Opp. MHADA Colony Chandivali, Mumbai 400 072 Maharashtra, India Contact Person: Prashant Rai Tel: +91 88 7976 9539 E-mail: prashant.kumarrai@icicibank.com Website: www.icicibank.com Syndicate Members [●] Filing A copy of this Draft Red Herring Prospectus has been uploaded on the SEBI intermediary portal at https://siportal.sebi.gov.in as specified in Regulation 25(8) of the SEBI ICDR Regulations and pursuant to the SEBI ICDR Master Circular. It will also be filed at: Securities and Exchange Board of India Corporation Finance Department Division of Issues and Listing SEBI Bhavan, Plot No. C4 A, ‘G’ Block Bandra Kurla Complex 66Bandra (E), Mumbai 400 051 Maharashtra, India A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32 of the Companies Act, would be filed with the RoC at its office at 100, Everent, Marine Drive, Mumbai 400 002, Maharashtra, India and a copy of the Prospectus shall be filed with the RoC under Section 26 of the Companies Act through the electronic portal at www.mca.gov.in/mcafoportal/loginvalidateuser.do. Inter-se Allocation of Responsibilities among the Book Running Lead Managers The following table sets forth the inter-se allocation of responsibilities for various activities among the Book Running Lead Managers: S. No. Activity Responsibility Coordinator Due diligence of the Company including its operations/management/business plans/legal etc. Drafting and design of the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus, abridged prospectus and application form. The BRLMs shall 1. ensure compliance with stipulated requirements and completion of prescribed BRLMs Axis Capital formalities with the Stock Exchanges, RoC and SEBI including finalisation of Prospectus and RoC filing and uploading of documents on the Document Repository Platform of the Stock Exchanges Capital structuring with the relative components and formalities such as type of 2. BRLMs Axis Capital instruments, size of issue, allocation between primary and secondary, etc. Drafting and approval of all statutory advertisements and preparation of Audiovisual 3. BRLMs Axis Capital (AV) presentation Drafting and approval of all publicity material other than statutory advertisement as 4. mentioned above including corporate advertising, brochure, etc. and filing of media BRLMs IIFL compliance report Appointment of Registrar to the Issue, Advertising Agency and Printer to the Issue 5. BRLMs Axis Capital including co-ordination for their agreements Appointment of other intermediaries - Banker(s) to the Issue & Sponsor Bank, 6. syndicate members, share escrow agent, including coordination of all agreements to BRLMs IIFL be entered into with such intermediaries 7. Preparation of road show presentation and frequently asked questions BRLMs IIFL International institutional marketing of the Issue, which will cover, inter alia: • marketing strategy; 8. BRLMs IIFL • Finalizing the list and division of investors for one-to-one meetings; and • Finalizing road show and investor meeting schedule Domestic institutional marketing of the Issue, which will cover, inter alia: • Marketing strategy; 9. BRLMs Axis Capital • Finalizing the list and division of investors for one-to-one meetings; and • Finalizing road show and investor meeting schedule Retail and Non-Institutional marketing of the Issue, which will cover, inter alia, • Finalising media, marketing and public relations strategy including list of frequently asked questions at road shows; 10. • Finalising centres for holding conferences for brokers, etc.; BRLMs Axis Capital • Follow-up on distribution of publicity and Issue material including application form, the Prospectus and deciding on the quantum of the Issue material; and • Finalising collection centres Coordination with Stock Exchanges for book building software, bidding terminals, 11. BRLMs IIFL mock trading, anchor coordination, anchor CAN and intimation of anchor allocation 12. Managing the book and finalization of pricing in consultation with the Company BRLMs IIFL Post bidding activities including management of escrow accounts, coordinate non- institutional allocation, coordination with Registrar, SCSBs, Sponsor Banks and other Bankers to the Issue, intimation of allocation and dispatch of refund to Bidders, etc. Other post- Issue activities, which shall involve essential follow-up with Bankers to the Issue and SCSBs to get quick estimates of collection and advising Company about the closure of the Issue, based on correct figures, finalisation of the basis of allotment 13. BRLMs IIFL or weeding out of multiple applications, listing of instruments, dispatch of certificates or demat credit and refunds, coordination with various agencies connected with the post- Issue activity such as Registrar to the Issue, Bankers to the Issue, Sponsor Bank, SCSBs including responsibility for underwriting arrangements, as applicable. Coordinating with Stock Exchanges and SEBI for submission of all post Issue reports including the final post- Issue report to SEBI post closure of the Issue 67Grading of the Issue No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Issue. Monitoring Agency Our Company shall appoint a monitoring agency prior to the filing of the Red Herring Prospectus for monitoring the utilisation of the Gross Proceeds, in accordance with Regulation 41 of the SEBI ICDR Regulations. For further details in relation to the proposed utilisation of the proceeds from the Fresh Issue, see “Objects of the Issue – Monitoring of Utilisation of Funds” on page 111. Appraising Entity None of the objects for which the Net Proceeds will be utilised have been appraised by any agency. Credit Rating As this is an Issue of Equity Shares, credit rating is not required. Debenture Trustees As this is an Issue of Equity Shares, the appointment of debenture trustees is not required. Green Shoe Option No green shoe option is contemplated under the Issue. Designated Intermediaries Self-Certified Syndicate Banks The list of SCSBs notified by SEBI, for the ASBA process is available at (i) in relation to ASBA, where the Bid Amount will be blocked by authorising an SCSB, a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes updated from time to time or at such other websites as may be prescribed by SEBI from time to time, (ii) a list of the Designated SCSB Branches with which an ASBA Bidder (other than a UPI Bidder using the UPI Mechanism), not bidding through Syndicate/Sub Syndicate or through Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or such other website as updated from time to time. SCSBs and mobile applications enabled for UPI Mechanism In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI ICDR Master Circular, UPI Bidders Bidding through UPI Mechanism may apply through the SCSBs and mobile applications, using UPI handles, whose name appears on the SEBI website. A list of SCSBs and mobile applications, which, are live for applying in public offers using UPI mechanism is provided in the list available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, respectively, and updated from time to time and at such other websites as may be prescribed by SEBI from time to time. Syndicate SCSB Branches In relation to Bids (other than Bids by Anchor Investor) submitted 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. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated from time to time. Registered Brokers Bidders can submit ASBA Forms in the Issue using the stock broker network of the Stock Exchanges, i.e. through the 68Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms, including details such as postal address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at https://www.bseindia.com and https://www.nseindia.com, as updated from time to time. Registrar and Share Transfer Agents The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx and http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time and on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10, as updated from time to time. Collecting Depository Participants The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and contact details, is provided on the websites of the Stock Exchanges at https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx and http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time. Experts to the Issue Except as disclosed below, our Company has not obtained any expert opinions: Our Company has received a written consent dated September 22, 2025 from our Joint Statutory Auditors, namely, Walker Chandiok & Co LLP, Chartered Accountants and Kedia & Agrawal, Chartered Accountants, holding valid peer review certificates from the ICAI each, to include their names in this Draft Red Herring Prospectus as required under Section 26 of the Companies Act, 2013 read with SEBI ICDR Regulations, and as “experts” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Joint Statutory Auditors, and in respect of their (i) examination report dated September 12, 2025 relating to the Restated Consolidated Financial Information; and (ii) statement of special tax benefits dated September 12, 2025 to our Company, Shareholders and Material Subsidiary, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Our Company has received a written consent dated September 22, from B.B. & Associates, Chartered Accountants, holding a valid peer review certificate from the ICAI, to include their name in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of Companies Act and as required under Section 26(5) and any other applicable provisions of the Companies Act in respect of the certificates issued by them in their capacity as an independent chartered accountant to our Company, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Our Company has received written consent dated September 22, 2025 from Manish Ghia & Associates, Company Secretaries holding a valid peer review certificate from the Peer Review Board of the Institute of Company Secretaries of India, to include their name in this Draft Red Herring Prospectus as required under Section 26(5) of the Companies Act read with SEBI ICDR Regulations, and as an “expert” as defined under Section 2(38) of Companies Act in respect of the certificates issued by them in their capacity as a practicing company secretary, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. It is clarified herein that the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. Book Building Process Book building, in the context of the Issue, refers to the process of collection of Bids from Bidders on the basis of the Red Herring Prospectus and the Bid Cum Application Forms and the Revision Forms within the Price Band. The Price Band and minimum Bid Lot will be decided by our Company in consultation with the BRLMs, and which will be included in the Red Herring Prospectus and will be notified in all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] editions of [●], a Marathi daily newspaper (Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is located) each with wide circulation, at least two Working Days prior to the Bid/Issue Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their respective websites. The Issue Price shall be determined by our Company in consultation with the Book Running Lead Managers after the Bid/Issue Closing Date. For details, see “Issue Procedure” beginning on page 377. 69All Bidders (other than Anchor Investors) shall participate in this Issue mandatorily through the ASBA process by providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the SCSBs, or in the case of UPI Bidders, by using the UPI Mechanism. 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. Non-Institutional Investors with an application size of up to ₹0.50 million 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 Issue through the ASBA process. Pursuant to SEBI ICDR Master Circular, all individual bidders in initial public offerings whose application sizes are up to ₹0.50 million shall use the UPI Mechanism. In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of the number of Equity Shares or the Bid Amount) at any stage. RIBs can revise their Bid(s) during the Bid/ Issue Period and withdraw their Bid(s) until Bid/ Issue Closing Date. Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor Bid/Issue Period. Allocation to QIBs (other than Anchor Investors) will be on a proportionate basis while allocation to Anchor Investors will be on a discretionary basis. The allocation to each Retail Individual Bidder and Non-Institutional Bidder shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the Non-Institutional Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. Each Bidder by submitting a Bid in the Issue, will be deemed to have acknowledged the above restrictions and the terms of the Issue. For further details, see “Terms of the Issue”, “Issue Structure” and “Issue Procedure” beginning on pages 368, 374 and 377, respectively. The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to submitting a Bid in the Issue. Bidders should note that, the Issue is also subject to obtaining (i) the final approval of the RoC after the Prospectus is filed with the RoC; and (ii) final listing and trading approvals from the Stock Exchanges, which our Company shall apply for after Allotment as per the prescribed timelines in compliance with the SEBI ICDR Regulations. Underwriting Agreement After the determination of the Issue Price and allocation of Equity Shares, but prior to the filing of the Prospectus with the RoC, as applicable, and in accordance with the nature of underwriting which is determined in accordance with Regulation 40(3) of SEBI ICDR Regulations, our Company will enter into the Underwriting Agreement with the Underwriters for the Equity Shares proposed to be issued through the Issue. The extent of underwriting obligations and the Bids to be underwritten by each BRLM shall be as per the Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters will be several and will be subject to certain conditions to closing, as specified therein. The Underwriters have indicated their intention to underwrite the following number of Equity Shares: (This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC.) Name, address, telephone number and e-mail Indicative number of Equity Shares Amount underwritten address of the Underwriters to be underwritten (in ₹ million) [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] The abovementioned amounts are provided for indicative purposes only and would be finalized after the pricing and actual allocation and subject to the provisions of Regulation 40 of the SEBI ICDR Regulations. In the opinion of our Board, the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board, at its meeting held on [●], has approved the execution of the Underwriting Agreement by our Company. 70Allocation amongst the Underwriters may not necessarily be in proportion to their underwriting commitments set forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to Equity Shares allocated to Investors procured by them in accordance with the Underwriting Agreement. The extent of underwriting obligations (including any defaults in payment for which the respective Underwriter is required to procure purchasers for or purchase the Equity Shares to the extent of the defaulted amount) and the Bids to be underwritten in the Issue by each Book Running Lead Manager shall be as per the Underwriting Agreement. 71CAPITAL STRUCTURE The share capital of our Company as at the date of this Draft Red Herring Prospectus is set forth below: (in ₹, except share data, unless otherwise stated) Aggregate nominal Aggregate value at Issue value (in ₹) Price* A AUTHORISED SHARE CAPITAL(1) 100,100,000 Equity Shares of face value of ₹10 each 1,001,000,000 - 150,000 Preference Shares of face value of ₹ 10 each 1,500,000 - 8,000 Class 1 CCPS of face value of ₹ 10,000 each 80,000,000 B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE 68,235,000 Equity Shares of face value of ₹10 each 682,350,000 C PRESENT ISSUE IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS(2)(3) Issue of up to [●] Equity Shares of face value of ₹ 10 each aggregating up [●] [●] to ₹ 6,600.00 million(2)(3)* D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE ISSUE*^ [●] Equity Shares of face value of ₹ 10 each [●] [●] E SECURITIES PREMIUM Before the Issue 3,531,868,339 After the Issue* [●] * To be included upon finalization of the Issue Price. ^ Subject to finalization of Basis of Allotment and assuming full subscription in the Issue. (1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see “History and Certain Corporate Matters – Amendments to the Memorandum of Association in the last 10 years” on page 205. (2) The Issue has been authorised by our Board pursuant to their resolution dated June 18, 2025 read with the resolution dated September 12, 2025, and by a resolution passed by our Shareholders at their meeting held on August 28, 2025. For further details, see “Other Regulatory and Statutory Disclosures” beginning on page 355. (3) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities aggregating up to ₹1,300.00 million, as may be permitted under applicable laws, at our discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre- IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable laws. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. (The remainder of this page is intentionally left blank) 72Notes to the Capital Structure 1. Share capital history of our Company (a) Equity share capital The history of the equity share capital of our Company is set out below: Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) August 6, 2015* 11,000 10 10 Initial subscription to the MoA Cash Allotment of 10,000 Equity Shares to (i) Abhishek 11,000 110,000 Agarwal and 1,000 Equity Shares to (ii) Kamlesh Mohpal October 9, 2015 800 10 5,000 Rights issue Cash Allotment of 100 Equity Shares each to (i) 11,800 118,000 Anantharaman Rajaram; (ii) Manju Kumari Lala; (iii) Deepti Rathi; (iv) Ashok Kumar Singh; (v) Rohan Kohli; (vi) Nidhi Bagaria; (vii) Kavish Bagaria; and (viii) Gaurav Gaddhyan. October 19, 2015 200 10 5,000 Rights issue Cash Allotment of 100 Equity Shares each to (i) Abhinav 12,000 120,000 Agarwal; and (ii) Rishabh Agarwal. January 2, 2016 460 10 5,000 Rights issue Cash Allotment of 20 Equity Shares to (i) Srilekha Nair; 40 12,460 124,600 Equity Shares to (ii) Rishabh Motani; and 100 Equity Shares each to (iii) Aakash Gandhi; (iv) Akshay Kumar Behera; (v) Lovely Agarwal; and (vi) Siva Sumanth Tadepalli. March 4, 2016 908 10 5,000 Rights issue Cash Allotment of 2 Equity Shares each to (i) Siva 13,368 133,680 Sumanth; and (ii) Akshay Kumar Behera; 20 Equity Shares to (iii) Lovely Agarwal; 44 Equity Shares to (iv) Aakash Gandhi; 80 Equity Shares to (v) Rishabh Motani; 82 Equity Shares to (vi) Srilekha Nair; 102 Equity Shares each to (vii) Varsha Mamodiya; (viii) Snehal Shenoy; and (ix) Nisha Chandak; 120 Equity Shares each to (x) Vipul Gajbhiye; and (xi) Ishan Shrivastava; and 132 Equity Shares to (xii) Kunal Verma. May 16, 2016 432 10 5,000 Rights issue Cash Allotment of 12 Equity Shares to (i) Kunal Verma; 13,800 138,000 73Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) 120 Equity Shares to (ii) Nishank Gupta; and 300 Equity Shares to (iii) Abhishek Sarwate. August 5, 2016 200 10 5,000 Rights issue Cash Allotment of 100 Equity Shares each to (i) Ankit 14,000 140,000 Behura; and (ii) Anuj Modi. May 28, 2018 100 10 20,000 Rights issue Cash Allotment of 50 Equity Shares each to (i) Ashish 14,100 141,000 Jalan; and (ii) Payal Kumari Agarwal. January 17, 2020 88 10 57,000 Preferential allotment Cash Allotment of 88 Equity Shares to Premier Financial 14,188 141,880 Services Limited. November 27, 11,000 10 10 Rights issue Cash Allotment of 10,000 Equity Shares to (i) Abhishek 25,188 251,880** 2021 Agarwal; and 1,000 Equity Shares to (ii) Abhinav Agarwal. November 28, 2,077 10 10 Pursuant to exercise of Cash Allotment of 21 Equity Shares each to (i) Umesh 27,265 272,650 2021 employee stock options under Pawan Choudhary and (ii) Saloni Sharma; 40 Equity employee stock option plan Shares to (iii) Disket Angmo; 60 Equity Shares to (iv) 2017 and 2019 Atiya Danny Mirwani; 90 Equity Shares to (v) Divyash Pant; 150 Equity Shares to (vi) Niket Agarwal; 300 Equity Shares to (vii) Amit Chahalia; 405 Equity Shares to (viii) Abhinav Agarwal; 450 Equity Shares to (ix) Anurag Neema; and 540 Equity Shares to (x) Nivesh Pandey. December 22, 231 10 10 Pursuant to exercise of Cash Allotment of 15 Equity Shares each to (i) Maya Roy 27,496 274,960 2021 employee stock options under and (ii) Ritu Bakshi; 21 Equity Shares to (iii) Mata employee stock option plan Prasad Chauhan; 30 Equity Shares each to (iv) Ankita 2017 and 2019 Satesh Bedi and (v) Priya Majumdar; and 40 Equity Shares each to (vi) Abhishek Kothari; (vii) Anshin Paliwal; and (viii) Yoshika Gurnani. June 2, 2022 992 10 10 Pursuant to exercise of Cash Allotment of 6 Equity Shares each to (i) Ritu Pramod 28,488 284,880 employee stock options under Sharma; (ii) Mohd Javed; and (iii) Sagar Shah; 10 employee stock option plan Equity Shares each to (iv) Masoom Shah and (v) 2017 and 2019 Shashank Shekhar; 11 Equity Shares to (vi) Mata Prasad Chauhan; 15 Equity Shares each to (vii) Abhilasha Rana; (viii) Bhhavesh Suppawala; (ix) Meghana Dipanjan Purkayastha; (x) Nitesh Kumar Pal; (xi) Umesh Pawan Choudhary; and (xii) Yoshika 74Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) Gurnani; 20 Equity Shares to (xiii) Abhishek Kothari; 21 Equity Shares each to (xiv) Priya Majumdar and (xv) Shirish Jain; 30 Equity Shares each to (xvi) Anshin Paliwal; (xvii) Roopali Adlakha; and (xviii) Satyam Kumar S Dev; 36 Equity Shares to (xix) Mateen Muazzam Kagdi; 50 Equity Shares to (xx) Robin Rapheal Dsouza; 55 Equity Shares to (xxi) Amandeep Sharma; 140 Equity Shares each to (xxii) Amit Chahalia; (xxiii) Abhinav Agarwal; (xxiv) Niket Agarwal; and (xxv) Nivesh Pandey. August 7, 2022 700 10 10 Pursuant to exercise of Cash Allotment of 10 Equity Shares each to (i) Amit 29,188 291,880 employee stock options under Chahalia; and (ii) Niket Agarwal; 220 Equity Shares employee stock option plan to (iii) Nivesh Pandey; and 460 Equity Shares to (iv) 2017 and 2019 Abhinav Agarwal. February 23, 2023 445 10 155,000# Pursuant to conversion of Not Allotment of 15 Equity Shares to (i) Shefali Sarohi 29,788 297,880 compulsorily convertible applicable# Shyam; 25 Equity Shares to (ii) Madhuri Jain; 80 Preference Shares to Equity Equity Shares to (iii) Rohan Ramchandani; 100 Shares Equity Shares each to (iv) Jignesh V Shah HUF (through its karta, Jignesh Vijay Shah); and (v) Nayna Bipin Vora; and 125 Equity Shares to (vi) Niranjan Amritlal Shah. 155 10 57,000# Allotment of 5 Equity Shares to (i) Shefali Sarohi Shyam; and 150 Equity Shares to (ii) Madhuri Jain. March 16, 2023 160 10 20,000# Pursuant to conversion of Not Allotment of 160 Equity Shares to (i) Abhishek 30,068 300,680 compulsorily convertible applicable# Agarwal. 40 10 57,000# Preference Shares to Equity Allotment of 40 Equity Shares to (i) Abhishek Shares Agarwal 80 10 155,000# Allotment of 80 Equity Shares to (i) Abhishek Agarwal June 26, 2024 229 10 500,000 Rights issue Cash Allotment of 1 Equity Share each to (i) Rishabh 30,297 302,970 Motani; (ii) Viren Timble; (iii) Alok Gupta; (iv) Utsav Mitra; (v) Arjun Vikas; (vi) Tushar Patel (jointly with Vandana Tushar Patel); (vii) Kshitija Krishnaswamy; (viii) Shefali Sarohi Shyam; (ix) 75Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) Anuj Kumar Modi; (x) Black Gold Services LLP; (xi) Jaideep Goswami; (xii) Fruchtbare Private Limited; (xiii) Anil Goyal; (xiv) Deepak Rajaram Sakpal; and (xv) Chirag Kishan Aga; 2 Equity Shares each to (xvi) Rijul Jain; (xvii) Vijay Ramvallabh Khetan; (xviii) Vivek Jhunjhunwala; (xix) Iffat Kazi; (xx) Mukesh K Sawlani; (xxi) Sagar Chhabra; (xxii) Value Prolific Consulting Services Private Limited; (xxiii) Suneeth Basavreddy Katarki; (xxiv) Bhatkawa Tea Industries Limited; (xxv) Pradeep Dayakishan Goel (on behalf of Shri Goel Investments); (xxvi) Khusboo Agarwal (jointly with Manish Kumar Agarwal); (xxvii) Nithya Venkataramani; (xxviii) Pathmanathan Naidoo; (xxix) Vineet Gautam; (xxx) Pratik Goyal; and (xxxi) Saurabh Bhardwaj; 3 Equity Shares to (xxxii) Arpit Bansal; 4 Equity Shares to (xxxiii) Arohi Holdings Private Limited; 5 Equity Shares each to (xxxiv) Rahul Garg; (xxxv) Surendra Goyal; (xxxvi) Samvidhi Projects LLP; (xxxvii) Chanakya Corporate Services Private Limited; (xxxviii) Premier Financial Services Private Limited; (xxxix) Touchstone Venture LLP; (xl) Pradyumna Dalmia; and (xli) Punit Sahni; 10 Equity Shares each to (xlii) Jitender Kumar Bansal; (xliii) Suryatej Advisors LLP; (xliv) Mrudula Sushilkumar Parekh; and (xlv) Mavjibhai Shamjibhai Patel; 15 Equity Shares to (xlvi) Rahul Kayan; 20 Equity Shares each to (xlvii) Volrado Venture Partners Fund II; and (xlviii) Neeleshwar Bhatnagar; and 40 Equity Shares to (xlix) Singularity Growth Opportunities Fund I. June 27, 2024 283 10 57,000# Pursuant to conversion of Not Allotment of 283 Equity Shares to (i) Vistra ITCL 30,857 308,570 compulsorily convertible applicable# (India) Limited (in its capacity as the trustee for AL Preference Shares to Equity Trust). 277 10 155,000# Shares Allotment of 277 Equity Shares to (i) Vistra ITCL 76Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) (India) Limited (in its capacity as the trustee for AL Trust). July 15, 2024 220 10 57,000# Pursuant to conversion of Not Allotment of 220 Equity Shares to (i) Mukul Mahavir 31,077 310,770 compulsorily convertible applicable# Agrawal. Preference Shares to Equity Shares July 29, 2024 51 10 500,000 Rights issue Cash Allotment of 1 Equity Share to (i) Pankaj Agarwal; 2 31,128 311,280 Equity Shares each to (ii) Anish Vasantraj Birawat; (iii) Sumant Rameshkumar Nathani; (iv) Atul Gupta; (v) Saket Singhania; (vi) Divya Nayak; (vii) Sanjita Mukerji; and (viii) Malav Shah (on behalf of BNM Fincorp); 3 Equity Shares each to (ix) Ushma Sheth Sule; (x) Milan Shah (on behalf of Augment Ventures); (xi) Kunj Bihari Agarwal; and (xii) Aadhrika Realtors LLP; and 24 Equity Shares to (xiii) Northeast Gases Private Limited. August 2, 2024 440 10 57,000# Pursuant to conversion of Not Allotment of 440 Equity Shares to (i) Mukul Mahavir 31,568 315,680 compulsorily convertible applicable# Agrawal. Preference Shares to Equity Shares August 14, 2024 48 10 10# Pursuant to conversion of Not Allotment of 3 Equity Shares to (i) Saloni Sharma; 10 34,711 347,110 compulsorily convertible applicable# Equity Shares to (ii) Abhinav Agarwal; 11 Equity Preference Shares to Equity Shares each to (iii) Iffat Kazi; and (iv) Anshul Shah; Shares and 13 Equity Shares to (v) Breithorn Consulting & Technology Solutions Private Limited. 244 10 5,000# Allotment of 5 Equity Shares to (i) Iffat Kazi; 30 Equity Shares to (ii) Abhishek Agarwal; 100 Equity Shares to (iii) Bandhan Shantimoy Dutta; and 109 Equity Shares to (iv) Arohi Holdings Private Limited. 755 10 20,000# Allotment of 5 Equity Shares to (i) Kunal Atulbhai Mehta; 20 Equity Shares each to (ii) Abhishek Agarwal; and (iii) Iffat Kazi; 25 Equity Shares each to (iv) Abhinav Agarwal; (v) Vijay Khetan; and (vi) Minakshi Jain; 30 Equity Shares to (vii) Bandhan 77Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) Shantimoy Dutta; 35 Equity Shares to (viii) Yogesh Chaudhary; 45 Equity Shares to (ix) Ritesh Sidhwani; 50 Equity Shares each to (x) Shubham Gupta; and (xi) Saurin Chowdhary; 100 Equity Shares to (xii) Minakshi Jain; 125 Equity Shares to (xiii) Niranjan Amritlal Shah; and 200 Equity Shares to (xiv) Mukul Mahavir Agrawal. 705 10 32,000# Allotment of 20 Equity Shares to (i) Bandhan Shantimoy Dutta; 25 Equity Shares to (ii) Prreeti Jaiin Nainutia; 40 Equity Shares to (iii) Vijay Khetan; 55 Equity Shares to (iv) Rohan Kohli; 65 Equity Shares to (v) Minakshi Jain; and 500 Equity Shares to (vi) Mukul Mahavir Agrawal. 1,042 10 57,000# Allotment of 9 Equity Shares to (i) Rohee Bhavik Dholakia; 10 Equity Shares each to (ii) Atiya Danny Mirwani; (iii) Vijay Khetan; and (iv) Prreeti Jaiin Nainutia; 15 Equity Shares to (v) Abhinav Agarwal; 20 Equity Shares each to (vi) Bandhan Shantimoy Dutta; (vii) Vivek Lodha; (viii) Pal Gaurang Shah; and (ix) Naresh Babulal Sanghvi; 25 Equity Shares each to (x) Pinank Naresh Kamdar; (xi) Touchstone Venture LLP; (xii) Bhavesh Shah; (xiii) Breithorn Consulting & Technology Solutions Private Limited; (xiv) Umesh Pawan Choudhary; and (xv) Roopali Adlakha; 44 Equity Shares each to (xvi) Farhan Javed Akhtar; and (xvii) Anshul Shah; 50 Equity Shares each to (xviii) Aaryan Jigar Shah; (xix) Manish Kailash Chhabra; and (xx) Rohan Kohli; 56 Equity Shares to (xxi) Abhishek Agarwal; 64 Equity Shares to (xxii) Iffat Kazi; and 400 Equity Shares to (xxiii) Mukul Mahavir Agrawal. 349 10 155,000# Allotment of 5 Equity Shares to (i) Iffat Kazi; 7 Equity Shares each to (ii) Priyanka Bhandari; and (iii) Rohee Bhavik Dholakia; 10 Equity Shares to (iv) 78Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) Ankita Bedi; 80 Equity Shares to (v) Rohan Kohli; and (vi) 240 Equity Shares to Mukul Mahavir Agrawal. September 6, 2024 390 10 5,000# Pursuant to conversion of Not Allotment of 50 Equity Shares (i) Payal Kumari 35,151 351,510 compulsorily convertible applicable# Agarwal; 100 Equity Shares to (ii) Siddhartha Yog; Preference Shares to Equity and 240 Equity Shares to (iii) Touchstone Venture Shares LLP. 50 10 32,000# Allotment of 50 Equity Shares to (i) Siddhartha Yog. October 10, 2024 548 10 20,000# Pursuant to conversion of Not Allotment of 5 Equity Shares each to (i) Sagar 37,089 370,890 compulsorily convertible applicable# Chhabra; and (ii) Kunal Verma; 15 Equity Shares to Preference Shares to Equity (iii) Rijul Jain; 25 Equity Shares to (iv) Tushar Patel Shares (jointly with Vandana Tushar Patel); 50 Equity Shares each to (v) Siddhartha Yog; and (vi) Rahul Garg; 63 Equity Shares to (vii) Arohi Holdings Private Limited; 110 Equity Shares to (viii) Payal Kumari Agarwal; and 225 Equity Shares to (ix) Growthseed Regent Private Limited (Astarc Ventures Private Trust). 1,090 10 32,000# Allotment of 25 Equity Shares to (i) Rijul Jain; 75 Equity Shares to (ii) Satyen Kanoria; 140 Equity Shares to (iii) Growthseed Regent Private Limited (Astarc Ventures Private Trust); 150 Equity Shares to (iv) Amit Jasani Financial Services Private Limited; 200 Equity Shares to (v) Shakuntalam Holdings Private Limited; and 500 Equity Shares to (vi) Neeleshwar Bhatnagar. 300 10 57,000# Allotment of 10 Equity Shares each to (i) Deepti Garg; and (ii) Neeleshwar Bhatnagar; 18 Equity Shares to (iii) Tushar Patel (jointly with Vandana Tushar Patel); 20 Equity Shares each to (iv) Rishabh Motani; (v) Shefali Sarohi Shyam; and (vi) Rajat Garg; 25 Equity Shares each to (vii) Gudhka Hardik Harish; and (viii) Touchstone Venture LLP; 27 Equity Shares to (ix) Anish Vasantraj Birawat; and 79Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) 125 Equity Shares to (x) Amit Jasani Financial Services Private Limited. November 5, 2024 1,005 10 5,000# Pursuant to conversion of Not Allotment of 20 Equity Shares to (i) Priyanka 39,245 392,450 compulsorily convertible applicable# Agarwal; 25 Equity Shares to (ii) VR Sikka Preference Shares to Equity Consulting Private Limited; 30 Equity Shares each to Shares (iii) Kashish Rajeev Jain; (iv) Anish Vasantraj Birawat; and (v) Ashish Jalan; 70 Equity Shares to (vi) Bhatkawa Tea Industries Limited; 100 Equity Shares to (vii) Suryatej Advisors LLP; 280 Equity Shares to (viii) C Mackertich Private Limited; and 420 Equity Shares to (ix) Rahul Kayan. 554 10 20,000# Allotment of 10 Equity Shares each to (i) Kashish Rajeev Jain; and (ii) Ashish Jalan; 29 Equity Shares to (iii) Anuj Kumar Modi; 50 Equity Shares to (iv) Mukesh Sawlani; 80 Equity Shares to (v) Ritona Vincom Private Limited; and 375 Equity Shares to (vi) Rahul Kayan. 497 10 57,000# Allotment of 50 Equity Shares to (i) Aakansha Jain; 127 Equity Shares to (ii) Mukesh Sawlani; and 320 Equity Shares to (iii) Bodhivriksha Advisors LLP. 100 10 308,000# Pursuant to conversion of Class Not Allotment of 20 Equity Shares to (i) Growthseed 1 CCPS to Equity Shares applicable# Regent Private Limited (Astarc Ventures Private Trust); and 80 Equity Shares to (ii) VR Sikka Consulting Private Limited. November 15, 720 10 500,000 Rights issue Cash Allotment of 2 Equity Shares each to (i) Jayant Gupta; 39,965 399,650 2024 (ii) Pritha Sachin Shah; (iii) Darshak Rajendra Randeria; (iv) Harsha Shailesh Shah (jointly with Shaileshkumar T Shah); and (v) Kevin Modi; 4 Equity Shares to (vi) Kapil Kastwar; 6 Equity Shares to (vii) Sajiv Dhawan; 10 Equity Shares each to (viii) Sagar Chhabra; and (ix) SR Solitaire LLP; 20 Equity Shares each to (x) Rishabh Motani; (xi) Veloce AIF – Veloce Opportunities Fund; (xii) Bhawarlal Saremal Kothari (on behalf of Aarii Ventures); and (xiii) 80Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) Darda Solutions LLP; 30 Equity Shares to (xiv) Diam Organic Chemical Ind Private Limited; 40 Equity Shares each to (xv) Rajaram Moreshwar Ajgaonkar (jointly with Sonia Rajaram Ajgaonkar); and (xvi) Advik Tecnocommercial Private Limited; 50 Equity Shares to (xvii) Ranjit Arun Date; 60 Equity Shares to (xviii) Gauri Khan Family Trust; 80 Equity Shares to (xix) Alchemy Long Term Ventures Fund; 100 Equity Shares to (xx) SageOne Investment Managers LLP; and 200 Equity Shares to (xxi) SageOne – Flagship Growth OE Fund. December 30, 1,035 10 500,000 Preferential allotment Cash Allotment of 1 Equity Share each to (i) Suruchi 41,000 410,000 2024 Gopalchandra Shah; (ii) Vinay Basavaraj HUF; (iii) Vishnu Krishnan; (iv) Vivek Sureshbhai Shah; 2 Equity Shares to (v) Utkarsh M Desai; 3 Equity Shares each to (vi) Subham Agarwala; and (vii) Sunil Kumar Agrawal; 5 Equity Shares each to (viii) Anju Gupta; (ix) Chandrasekaran Ramesh; (x) Dhwani Sureshkumar Shah; and (xi) Priyanka Pandey; 6 Equity Shares each to (xii) Ashraf Abdussamad Motiwala; and (xiii) Faisal Momen; 10 Equity Shares each to (xiv) Amit Gajendrakumar Agrawal; (xv) Avinash Hariom Gupta; (xvi) Darshan Shah; (xvii) Konanur Manjunatha Veena; (xviii) Narasimha Subramaniam (HUF); (xix) Sangita Shah (on behalf of Envision Value Partners); (xx) Sanjana Nipoon Agrawal (jointly with Nipoon G Agrawal); and (xxi) Sugandha Kapur; 11 Equity Shares to (xxii) Milan A Shah (jointly with Neepa Milan Shah); 15 Equity Shares each to (xxiii) Mehul Vinaykumar Doshi (on behalf of Doshi Invest); and (xxiv) Sensar Ventures LLP; 20 Equity Shares each to (xxv) Bharat Pathak (jointly with Amala Pathak); (xxvi) Ajit Khasnis (jointly with Megha Khasnis); (xxvii) CEG 81Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) Technoconsult Private Limited; (xxviii) Nitin Agarwal HUF; and (xxix) Sheela Kothari; 40 Equity Shares each to (xxx) Shraddha Kapoor; (xxxi) Vishkul Enterprises Private Limited; and (xxxii) Weikfield Products Corporation LLP; 50 Equity Shares to (xxxiii) Surendra Goyal; 60 Equity Shares each to (xxxiv) Pravesh Dhandhania; (xxxv) Sachin Ramesh Tendulkar; and (xxxvi) Sailesh Gupta (on behalf of Unitech Infrastructure Holdings); 100 Equity Shares to (xxxvii) Ishira Subandhubhai Parikh (on behalf of Cordelia Family Trust); 120 Equity Shares to (xxxviii) Shikhar Raj (on behalf of S Four Capital); and 200 Equity Shares to (xxxix) Minerva Ventures Fund. March 13, 2025 930 10 500,000 Preferential allotment Cash Allotment of 2 Equity Shares to (i) Bhavin K Jain; 4 41,930 419,300 Equity Shares each to (ii) Deepthi Ravichandran; (iii) Himanshu Drolia; (iv) Kiran Bagga; (v) Sundaraman Vaishnavi; and (vi) Usha Ujwal; 5 Equity Shares each to (vii) Beena Mehrotra; (viii) Jaimin Mukund Bhatt (jointly with Pragna Jaimin Bhatt); (ix) Sakshi Mithal (jointly with Ajay Prakash Mithal); (x) Tushar Jain; (xi) Vandana Dilip Maru; (xii) Vikas Shreekishan Jaggi; and (xiii) Vivek Gupta; 6 Equity Shares each to (xiii) Gaurav Saxena; (xiv) Lakshmi Prasanna Manchu; (xv) Pranavi Chandra Velagapudi; (xvi) Sheetal Batra; and (xvii) Thakur Tilak Varma Namboori; 10 Equity Shares each to (xviii) Amit Ashok Gadgil; (xix) Apurva Rajnikant Amin; (xx) Ashvinbhai Jayantilal Dalal HUF; (xxi) Balasubramanian Anandhi; (xxii) Leela Anant Gokhale; and (xxiii) Vishal Jagadish Deshpande; 12 Equity Shares each to (xxiv) GMB Entertainment LLP; (xxv) Nina Pankaj Mehta; (xxvi) Pankaj Kirtilal Mehta; (xxvii) Rajiv P Mehta; and (xxix) Surya 82Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) Kumar Yadav; 20 Equity Shares each to (xxx) Imagico India Private Limited; (xxxi) Lansdowne Investments Private Limited; (xxxii) Progressive Consultancy Services Private Limited; (xxxiii) Sanosil Biotech Private Limited; (xxxiv) Sathyabama; and (xxxv) Vijay Hiralal Shah; 24 Equity Shares to (xxxvi) Jaideep Goswami; 36 Equity Shares to (xxxvii) Chamundeswara Nath Vankina; 40 Equity Shares each to (xxxviii) Advanced Realty Private Limited; and (xxxix) Ramrod Advisors LLP; 50 Equity Shares to (xl) IA Growth Opportunities Fund II; 60 Equity Shares each to (xli) Fahim Sultan Ali; (xlii) Rajaram Moreshwar Ajgaonkar (jointly with Sonia Rajaram Ajgaonkar); and (xliii) Salman Salim Khan; 100 Equity Shares to (xliv) Sopariwala Exports Private Limited; and 133 Equity Shares to (xlv) Rita Dinesh Javeri. June 9, 2025 403 10 10# Pursuant to conversion of Not Allotment of 1 Equity Share each to (i) Aurora 62,473 624,730 compulsorily convertible applicable# Enterprise Consulting LLP; (ii) Aadhrika Realtors Preference Shares to Equity LLP; (iii) Arohi Holdings Private Limited; (iv) Mehul Shares Pravinbhai Vaghani; (v) Milan A Shah; and (vi) Nikhil Mohta; 3 Equity Shares each to (vii) Nishigandha Trading Private Limited; (viii) Twishmay Shankar; (ix) Utsav Mitra; (x) Disket Angmo; and (xi) Rijul Jain; 4 Equity Shares each to (xii) Vineet Gautam; and (xiii) Azeem Adil Zainulbhai; 5 Equity Shares each to (xiv) Mayank Gupta; (xv) Rakesh Kumar Gupta; (xvi) Renu Sarawgi; (xvii) Shamita Singha; (xviii) Swasti Bhowmick; (xix) Vijaylaxmi Mittal; (xx) Viren Vivek Timble; and (xxi) Vivek Lath; 6 Equity Shares to (xxii) Krishnendu Datta; 7 Equity Shares to (xxiii) Archit Garg; 8 Equity Shares each to (xxiv) Charchit Garg and (xxv) Ankit Goell; 10 Equity Shares each to 83Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) (xxvi) Ankit Padliya; (xxvii) Kashish Rajeev Jain; (xxviii) Mukesh K Sawlani; (xxix) Nishank Gupta; (xxx) Pravin Kumar; (xxxi) Pyush Mahajan; (xxxii) Surendra Goyal; (xxxiii) Vishal Bhailal Shah; and (xxxiv) Vivek Jhunjhunwala; 11 Equity Shares each to (xxxv) Singularity Growth Opportunities Fund I; and (xxxvi) Manasi Sachin Sachdev; 13 Equity Shares each to (xxxvii) Bajaj Holdings & Investment Limited; (xxxviii) Malav Rajen Shah; (xxxix) C Mackertich Private Limited; and (xl) Lansdowne Investments Private Limited; 18 Equity Shares to (xli) Harminder Sahni; 22 Equity Shares to (xlii) Touchstone Venture LLP; 35 Equity Shares to (xliii) Aatam Adarsh Shah; and 66 Equity Shares to (xliv) Rahul Garg. 965 10 5,000# Allotment of 10 Equity Shares each to (i) Adarsh Kanubhai Shah; (ii) Anish Vasantraj Birawat; (iii) Kavish Bagaria; (iv) Sanjay Babulal Shah; and (v) Shrenik Narottam Shah; 20 Equity Shares to (vi) Megana Agarwal; 25 Equity Shares to (vii) Jaideep Goswami; 55 Equity Shares to (viii) Hemanth Hegde; 75 Equity Shares to (ix) Sanjay Rastogi; 100 Equity Shares each to (x) Deepti Garg; (xi) Sumant Nathani; (xii) Syeda Nabeela Moinuddin and (xii) Samvidhi Projects LLP; 140 Equity Shares to (xiv) Surendra Goyal; and 200 Equity Shares to (xv) Milan A Shah. 5,556 10 20,000# The details of allottees are included in “Annexure A- 1” on page 422. 3,540 10 32,000# Allotment of 10 Equity Shares to (i) Alok Gupta; 15 Equity Shares to (ii) Deepak Rajaram Sakpal; 20 Equity Shares to (iii) Sudhakar Gande; 24 Equity Shares to (iv) Vineet Gautam; 30 Equity Shares each to (v) Prahlad Rai Agarwala; and (vi) Utpal H Sheth; 35 Equity Shares to (vii) Arpit Bansal; 40 Equity 84Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) Shares to (viii) Breithorn Consulting & Technology Solutions Private Limited; 45 Equity Shares to (ix) Syeda Nabeela Moinuddin; 50 Equity Shares to (x) Harminder Sahni; 100 Equity Shares to (xi) Surendra Goyal; 110 Equity Shares to (xii) Rijul Jain; 131 Equity Shares to (xii) Bhupal Sukumar De; 210 Equity Shares to (xiv) Mavjibhai Shamjibhai Patel; 300 Equity Shares each to (xv) Krishnendu Datta; (xvi) Neeleshwar Bhatnagar; and (xvii) Bodhivriksha Advisors LLP; 305 Equity Shares to (xviii) Deepti Garg; 310 Equity Shares to (xix) Bajaj Holdings & Investment Limited; and 1,175 Equity Shares to (xx) Rajesh K Soin. 8,346 10 57,000# The details of allottees are included in “Annexure A- 2” on page 423. 1,733 10 155,000# Allotment of 1 Equity Share to (i) S K Srinivasan; 5 Equity Shares each to (ii) Ranjan Sharma; (iii) Sumit Jalan; (iv) Taranjit Sapra; (v) Conscience Multi Family Office; and (vi) Mitesh V; 7 Equity Shares each to (vii) Megha Goel; and (viii) Rishabh Motani; 10 Equity Shares each to (ix) Anushree Sawhney Khosla; (x) Perevamba Sangameshwaran Krishnan; (xi) Prity; and (xii) Mamatha; 13 Equity Shares each to (xiii) Vivek Lath; and (xiv) Rinku Suman Basu; 15 Equity Shares each to (xv) Black Gold Services LLP; and (xvi) Suneeth Basavareddy Katarki; 16 Equity Shares each to (xvii) Milan A Shah; and (xviii) S V Swaroop Reddy; 17 Equity Shares each to (xix) Rushda Rahul Parikh; and (xx) Vineet Gautam; 20 Equity Shares each to (xxi) Ashley Charles Rebello; (xxii) Venkanagouda K Patil; and (xxiii) Jasmine Makkar; 25 Equity Shares each to (xxiv) Rishi Vasudev; and (xxv) Harminder Sahni; 30 Equity Shares each to (xxvi) Nithya Venkataramani; and 85Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) (xxvii) Kunal Jaiprakash Naidu; 32 Equity Shares each to (xxviii) Arpita Khan; and (xxix) Rijul Jain; 35 Equity Shares to (xxx) Neha Bansal; 40 Equity Shares to (xxxi) AL Trust; 45 Equity Shares to (xxxii) Aadhrika Realtors LLP; 47 Equity Shares to (xxxiii) Utsav Mitra; 50 Equity Shares each to (xxxiv) Vivek Jhunjhunwala; (xxxv) Madhuri Shankar Dixit Nene; (xxxvi) Deepti Garg; and (xxxvii) Tara Sood; 75 Equity Shares each to (xxxviii) Atul Gupta; and (xxxix) RMG Holdings LLC; 80 Equity Shares to (xl) Artek Surfin Chemicals Limited; 100 Equity Shares each to (xli) Alizeh Atul Agnihotri; (xlii) Lokendra Tomar; (xliii) Rahul Kayan; and (xliv) Touchstone Venture LLP; 150 Equity Shares to (xlv) Yuj Kutumb Pte Ltd; and (xlvi) Vega Auto Accessories Private Limited. 1,168 10 308,000# Pursuant to conversion of Class Not Allotment of 3 Equity Shares to (i) Anish Vasantraj 64,318 643,180 1 CCPS to Equity Shares applicable# Birawat; 5 Equity Shares each to (ii) Jitender Kumar Bansal; and (iii) Black Gold Services LLP; 8 Equity Shares each to (iv) Ghanshyam Prasad Agarwala; (v) Kunj Bihari Agarwal; and (vi) Prahlad Rai Agarwal; 10 Equity Shares each to (vii) Rajesh K Soin; (viii) Rahul Kayan; and (ix) Mukul Mahavir Agrawal; 15 Equity Shares each to (x) Arjun Vikas; and (xi) Shrenik Narottam Shah; 20 Equity Shares each to (xii) Careernet Technologies Private Limited; and (xiii) Megana Agarwal; 25 Equity Shares each to (xiv) Artek Surfin Chemicals Limited; (xv) Ashish Gulabchand Maru; and (xvi) Homi K Bhabha; 33 Equity Shares each to (xvii) Value Prolific Consulting Services Private Limited; and (xviii) Rahul N Gidwani; 40 Equity Shares to (xix) Manish Kailash Chhabra; 50 Equity Shares to (xx) Growthseed Regent Private Limited; 100 Equity Shares to (xxi) 86Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) Ramrod Advisors LLP; 200 Equity Shares to (xxii) Kalpraj Damji Dharamshi; and 500 Equity Shares to (xxiii) Singularity Growth Opportunities Fund I. 677 10 450,000# Not Allotment of 15 Equity Shares to (i) Nilesh Chimanlal applicable# Parekh; 36 Equity Shares to (ii) Jyoti Aggrawal; 40 Equity Shares each to (iii) Sanjay Babulal Shah; and (iv) Adarsh Kanubhai Shah; 60 Equity Shares to (v) Apurva Narendrakumar Parekh; 80 Equity Shares to (vi) Icpa Health Products Limited; 100 Equity Shares to (vii) KP Sanghvi Infrastructures LLP; 150 Equity Shares to (viii) Mrudula Sushilkumar Parekh; and 156 Equity Shares to (ix) Signet Capital Private Limited. July 19, 2025 24 10 10# Pursuant to conversion of Not Allotment of 1 Equity Share to (i) Chandra Moulisiva 66,185 661,850 compulsorily convertible applicable# Sivapurapu; 10 Equity Shares to (ii) Sajiv Chandra; Preference Shares to Equity and 13 Equity Shares to (iii) Akilesh Eswaran. 265 10 5,000# Shares Allotment of 12 Equity Shares to (i) Utsav Mitra; 20 Equity Shares to (ii) Careernet Technologies Private Limited; 33 Equity Shares to (iii) Navroz Udwadia; and 100 Equity Shares each to (iv) Prashanth Ganpathy; and (v) Neeleshwar Bhatnagar. 607 10 20,000# Allotment of 10 Equity Shares to (i) Utsav Mitra; 25 Equity Shares to (ii) Saket Singhania; 40 Equity Shares to (iii) Rajat Garg; 45 Equity Shares to (iv) Prashanth Ganpathy; 75 Equity Shares to (v) Khusboo Agarwal; 120 Equity Shares to (vi) Chandra Moulisiva Sivapurapu; and 292 Equity Shares to (vii) Navroz Udwadia. 25 10 32,000# Allotment of 25 Equity Shares to (i) Bhupal Sukumar De. 830 10 57,000# Allotment of 5 Equity Shares each to (i) Chandra Moulisiva Sivapurapu; and (ii) Venkanagouda K Patil; 10 Equity Shares to (iii) Chandralekha; 20 Equity Shares to (iv) Prashanth Ganpathy; 23 Equity Shares to (v) Nidhi Singhvi; 25 Equity Shares each to 87Date of allotment Number of Face Issue price Nature of allotment Nature of Name of allottees/ shareholders^ Cumulative Cumulative of Equity Shares Equity Shares value per Equity consideration number of paid-up allotted per Share (in ₹) Equity Shares Equity Equity Share Share (in capital (in ₹) ₹) (vi) Sagar Chhabra; and (vii) Sajiv Chandra; 30 Equity Shares to (viii) Bhavesh Kotwani; 52 Equity Shares to (ix) Akilesh Eswaran; 65 Equity Shares to (x) ZADTS Partnership LLC; 80 Equity Shares to (xi) Kunal Jaiprakash Naidu; 190 Equity Shares to (xii) Navroz Udwadia; and 300 Equity Shares to (xiii) Yuj Kutumb Pte Ltd. 116 10 155,000# Allotment of 16 Equity Shares to (i) Chandralekha; 25 Equity Shares to (ii) ZADTS Partnership LLC; and 75 Equity Shares to (iii) Navroz Udwadia. 25 10 308,000# Pursuant to conversion of Class Not Allotment of 25 Equity Shares to (i) ZADTS 66,210 662,100 1 CCPS to Equity Shares applicable# Partnership LLC August 30, 2025 66,143,790 10 Not Bonus issue in the ratio of 999 Not The details of allottees are included in “Annexure A- 66,210,000 662,100,000 applicable Equity Shares allotted for every applicable 3” on page 425. one Equity Share held in the Company September 8, 2025 25,000 10 10# Pursuant to conversion of Not Allotment of 25,000 Equity Shares to (i) Volrado 68,235,000 682,350,000 compulsorily convertible applicable# Venture Partners Fund II 2,000,000 10 155,000# Preference Shares to Equity Allotment of 2,000,000 Equity Shares to (i) Volrado Shares Venture Partners Fund II ^ Except for the names of our Promoter, members of our Promoter Group, Directors, Key Managerial Personnel and members of our Senior Management, the names of allottees/shareholders have been included basis the list of allottees/board resolution, as applicable, for each allotment. * Our Company was incorporated on August 6, 2015 and the date of subscription to the memorandum of association of our Company was July 23, 2015. ** As on the date of allotment, these Equity Shares were partly paid up to the value of ₹9 per Equity Share. Subsequently, such Equity Shares have been fully paid up by the allottees, Abhishek Agarwal and Abhinav Agarwal, as of June 24, 2025, pursuant to the call made upon approval under the Board resolution dated June 18, 2025. # The issue price in respect of Equity Shares allotted pursuant to conversion of compulsorily convertible Preference Shares/ Class 1 CCPS was paid at the time of issuance of such compulsorily convertible Preference Shares/ Class 1 CCPS. Accordingly, no consideration was paid at the time of conversion. 88(a) Preference share capital As on the date of this Draft Red Herring Prospectus, our Company does not have any outstanding preference shares. (b) Compulsorily convertible debentures of the Company As on the date of this Draft Red Herring Prospectus, our Company does not have any outstanding compulsorily convertible debentures. 2. Secondary transactions of Equity Shares by our Promoter and members of our Promoter Group For details of secondary transactions of Equity Shares of our Company by our Promoter, see “– Build-up of the Promoter’s shareholding in our Company” on page 94. Except as disclosed below, there are no other secondary transactions of Equity Shares of our Company undertaken by the members of our Promoter Group: Date of Nature of Number Nature Face Value Transfer Price Percentage of Percentage transfer transaction of Equity of per Equity per Equity Share the pre- Issue of post- Shares consider Share (in ₹) (in ₹) Equity Share Issue ation capital on a Equity fully diluted Share basis**(%) capital (%) Payal Kumari Agarwal October Transfer to Shantanu (10) Cash 10 400,000 Negligible [●] 15, 2024# Mehra March 5, Transfer to Kusum (10) Cash 10 400,000 Negligible [●] 2025# Bagaria March 12, Transfer to Ayush (5) Cash 10 400,000 Negligible [●] 2025# Agarwal August 26, Transfer to (25) Cash 10 500,000 Negligible [●] 2025# Bodhivriksha Engineers LLP Priyanka Agarwal March 16, Transfer from Nisha 102 Cash 10 5,000 Negligible [●] 2018 Chandak Transfer from Akash 144 Cash 10 5,000 Negligible [●] Gandhi Transfer from 120 Cash 10 5,000 Negligible [●] Lovely Agarwal Transfer from 120 Cash 10 5,000 Negligible [●] Nishank Gupta Transfer from Vipul 120 Cash 10 5,000 Negligible [●] Gajbhiye November Transfer to Abhishek (606) Cash 10 5,000 Negligible [●] 22, 2019 Agarwal # The date of transfer is based on the date reflected in the transferor’s DIS slip. ** Assuming the issuance of Equity Shares resulting upon exercise of vested options under ESOP 2024, calculated as on the date of this Draft Red Herring Prospectus. 3. Issue of shares through bonus issue or for consideration other than cash or out of revaluation of reserves (i) Our Company has not issued any equity shares or preference shares out of revaluation reserves since its incorporation. (ii) Except as disclosed in “ – Notes to the Capital Structure – Share capital history of our Company – Equity share capital” on page 73, our Company has not issued any equity shares or preference shares for consideration other than cash or by way of bonus issue since its incorporation. 4. Issue of shares pursuant to schemes of arrangement Our Company has not allotted any equity shares or preference shares pursuant to a scheme of arrangement approved under Section 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act. 895. Issue of Equity Shares pursuant to exercise of employee stock options For details in relation to the issue of Equity Shares pursuant to the exercise of employee stock options, see “– Notes to the Capital Structure – Share capital history of our Company – Equity share capital” on page 73. 6. Issue of specified securities at a price lower than the Issue Price in the last year The Issue Price is [●]. For further details in relation to the issuances in the preceding one year, see “– Notes to the Capital Structure – Share capital history of our Company – Equity share capital” on page 73. For details in relation to issuances to our Promoter and members of our Promoter Group, see “– Notes to the Capital Structure – Share capital history of our Company – Equity share capital” and “– Build-up of the Promoter’s shareholding in our Company” on pages 73 and 94. (The remainder of this page is intentionally left blank) 907. Shareholding pattern of our Company The table below presents the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus*. Categ Categor Number Numbe Num Numbe Total Sharehol Number of Voting Number Total No Sharehol Number of Number of Non- Other Total Number ory y of of r of ber of r of number ding as a Rights held in each of of ding, as a Locked in Equity Disposal encumbra number of Equity (I) sharehol sharehol fully Partl shares of % of class of securities Equity shares on % Equity Shares of Underta nces, if of shares Shares der ders (III) paid- y underly shares total (IX) Shares fully assuming Shares face value king any (XVI) encumb held in (II) up paid- ing held number underlyi diluted full (XIII) ₹ 10 each (XV) ered demateria Equity up Deposit (VII) of shares ng basis conversio pledged (XVII) = lized form Shares Equit ory =(IV)+( (calculate Outstan (includin n of (XIV) (X (XIV) held y Receipt V)+ d as per ding g convertib (IV) Share s (VI) SCRR, converti warrants, le s held (VI) 1957) ble ESOP, securities (V) (VIII) as securitie Converti (as a a % of s bl percentag Number of Tot Num As a Num As a (A+B+C2 (includin e e of voting rights al as ber % of ber % of ) g Securities diluted Class: Total a % (a) total (a) total Warrant etc.) share Equity of Shar Shar s, ESOP, (XI)=(VII capital) Shares es es etc.) +X) (XII)= held held (X) (VII)+(X) (b) (b) As a % of (A+B+C2 ) (A) Promote 3 19,280, - - 1,928,00 28.26 19,280, 19,280, 28.2 - 19,280,00 27.36 - - - - - - - 19,280,000 r and 000 00 000 000 6 0 Promote r Group (B) Public 562 48,955, - - 48,955,0 71.74 48,95,5 48,955, 71.7 2,232,0051,187,00 72.64 - - - - - - - 48,955,000 000 00 000 000 4 0 0 (C) Non - - - - - - - - - - - - - - - - - - - - Promote r- Non Public (C1) Shares - - - - - - - - - - - - - - - - - - - - underlyi ng DRs (C2) Shares - - - - - - - - - - - - - - - - - - - - held by Employe e Trusts 91Categ Categor Number Numbe Num Numbe Total Sharehol Number of Voting Number Total No Sharehol Number of Number of Non- Other Total Number ory y of of r of ber of r of number ding as a Rights held in each of of ding, as a Locked in Equity Disposal encumbra number of Equity (I) sharehol sharehol fully Partl shares of % of class of securities Equity shares on % Equity Shares of Underta nces, if of shares Shares der ders (III) paid- y underly shares total (IX) Shares fully assuming Shares face value king any (XVI) encumb held in (II) up paid- ing held number underlyi diluted full (XIII) ₹ 10 each (XV) ered demateria Equity up Deposit (VII) of shares ng basis conversio pledged (XVII) = lized form Shares Equit ory =(IV)+( (calculate Outstan (includin n of (XIV) (X (XIV) held y Receipt V)+ d as per ding g convertib (IV) Share s (VI) SCRR, converti warrants, le s held (VI) 1957) ble ESOP, securities (V) (VIII) as securitie Converti (as a a % of s bl percentag Number of Tot Num As a Num As a (A+B+C2 (includin e e of voting rights al as ber % of ber % of ) g Securities diluted Class: Total a % (a) total (a) total Warrant etc.) share Equity of Shar Shar s, ESOP, (XI)=(VII capital) Shares es es etc.) +X) (XII)= held held (X) (VII)+(X) (b) (b) As a % of (A+B+C2 ) Total 565 68,235, - - 68,235,0 100.00 68,235, 68,235, 100. 2,232,00 70,467,00 100.00 - - - - - - - 68,235,000 000 00 000 000 00 0 0 *Based on the BENPOS dated September 19, 2025. 928. Details of shareholding of major shareholders of our Company (a) Set forth below is a list of Shareholders holding 1% or more of the paid-up Equity Share capital of our Company, as on the date of this Draft Red Herring Prospectus: S. No. Name of the Shareholder Number of Equity Percentage of the pre-Issue Shares Equity Share capital on a fully diluted basis(3)(%) 1. Abhishek Agarwal 19,100,000 27.10 2. Volrado Venture Partners Fund II 2,045,000 2.90 3. Abhinav Agarwal 1,588,400 2.25 4. Singularity Growth Opportunities Fund I 1,360,000 1.93 5. Rajesh K Soin 1,220,000 1.73 6. Jitender Kumar Bansal 1,210,000 1.72 7. Sheen Metals & Finvest Private Limited 1,200,465 1.70 8. Rahul Kayan 1,195,000 1.70 9. NB Ventures Limited 1,150,000 1.63 10. Surendra Goyal 1,090,000 1.55 11. Neeleshwar Bhatnagar 1,050,000 1.49 12. Valuequest S C A L E Fund 1,000,000 1.42 13. Mukul Mahavir Agrawal 1,000,000 1.42 14. Binarystar Holdings LLP 800,000 1.14 Notes: 1. Based on the BENPOS dated September 19, 2025 i.e. end of last week from date of filing of this Draft Red Herring Prospectus. 2. We have included shareholders holding more than 1% of the pre-issue share capital on a fully diluted basis in the table above. For a complete list of shareholders representing at least 80.00% of the total shareholding of our Company, please refer to 'Annexure A-4' on page 430. 3. Assuming the issuance of Equity Shares resulting upon exercise of vested options under ESOP 2024, calculated as on the date of this Draft Red Herring Prospectus. (b) Set forth below is a list of Shareholders holding 1% or more of the paid-up Equity Share capital of our Company, as of ten days prior to the date of this Draft Red Herring Prospectus: S. No. Name of the Shareholder Number of Equity Percentage of the pre-Issue Shares Equity Share capital on a fully diluted basis(3) (%) 1. Abhishek Agarwal 19,100,000 27.10 2. Volrado Venture Partners Fund II 2,045,000 2.90 3. Abhinav Agarwal 1,588,400 2.25 4. Sheen Metals & Finvest Private Limited 1,375,000 1.95 5. Singularity Growth Opportunities Fund I 1,360,000 1.93 6. Rajesh K Soin 1,220,000 1.73 7. Jitender Kumar Bansal 1,210,000 1.72 8. Rahul Kayan 1,195,000 1.70 9. NB Ventures Limited 1,150,000 1.63 10. Surendra Goyal 1,090,000 1.55 11. Neeleshwar Bhatnagar 1,050,000 1.49 12. Mukul Mahavir Agrawal 1,000,000 1.42 13. Valuequest S C A L E Fund 1,000,000 1.42 14. Binarystar Holdings LLP 800,000 1.14 Notes: 1. Based on the BENPOS dated September 12, 2025 i.e. end of last week of ten days before the date of filing of this Draft Red Herring Prospectus. 2. We have included shareholders holding more than 1% of the pre-issue share capital on a fully diluted basis in the table above. For a complete list of shareholders representing at least 80.00% of the total shareholding of our Company, please refer to 'Annexure A-4' on page 430. 3. Assuming the issuance of Equity Shares resulting upon exercise of vested options under ESOP 2024, calculated as on the date of this Draft Red Herring Prospectus. (c) Set forth below is a list 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 Draft Red Herring Prospectus: S. No. Name of the Shareholder Number of Number of Percentage of the pre- Equity Shares convertible Issue Equity Share capital securities on a fully diluted basis(3) (%) 1. A bhishek Agarwal 20,528 - 31.32 2. J itender Kumar Bansal 10 2,400 3.68 93S. No. Name of the Shareholder Number of Number of Percentage of the pre- Equity Shares convertible Issue Equity Share capital securities on a fully diluted basis(3) (%) 3. V olrado Venture Partners Fund II 20 2,025 3.12 4. A bhinav Agarwal 1,950 - 2.97 5. M ukul Mahavir Agrawal 1,490 10 2.29 6. S ingularity Growth Opportunities Fund I 790 570 2.07 7. R ajesh K Soin 35 1,185 1.86 8. R ahul Kayan 15 1,180 1.82 9. N B Ventures Limited - 1,150 1.75 10. N eeleshwar Bhatnagar 20 1,030 1.60 11. V aluequest S C A L E Fund 1,000 - 1.53 12. B odhivriksha Advisors LLP - 905 1.38 13. T ouchstone Venture LLP 500 305 1.23 14. S urendra Goyal 55 715 1.17 15. G rowthseed Regent Private Limited - 760 1.16 16. N ivesh Pandey 755 - 1.15 17. A L Trust 560 140 1.07 Notes: 1. Based on the BENPOS dated September 20, 2024 i.e. end of last week of one year from date of filing of this Draft Red Herring Prospectus. 2. We have included shareholders holding more than 1% of the pre-issue share capital on a fully diluted basis in the table above. For a complete list of shareholders representing at least 80.00% of the total shareholding of our Company, please refer to 'Annexure A-4' on page 430. 3. Assuming conversion of the compulsorily convertible Preference Shares and Class 1 CCPS, calculated as on September 20, 2024. (d) Set forth below is a list 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 Draft Red Herring Prospectus: S. No. Name of the Shareholder Number of Number of Percentage of the pre-Issue Equity Shares convertible Equity Share capital on a securities fully diluted basis(3) (%) 1. A bhishek Agarwal 20,682 156 31.98 2. Ji tender Kumar Bansal - 2,400 3.68 3. A bhinav Agarwal 2,005 85 3.21 4. M ukul Mahavir Agrawal - 2,010 3.08 5. V olrado Venture Partners Fund II - 2,000 3.07 6. Si ngularity Growth Opportunities Fund I 700 500 1.84 7. R ajesh K Soin - 1 ,1 85 1.82 8. N B Ventures Limited - 1,150 1.77 9. G rowthseed Regent Private Limited - 1,070 1.64 10. T ouchstone Venture LLP 230 770 1.53 11. V aluequest S C A L E Fund 1,000 - 1.53 12. N ivesh Pandey 900 35 1.44 13. R ahul Kayan - 930 1.43 14. B odhivriksha Advisors LLP - 905 1.39 15. N eeleshwar Bhatnagar - 850 1.30 16. Su rendra Goyal 50 715 1.17 17. V istra ITCL (India) Limited (in its capacity as the - 700 1.07 trustee for AL Trust) Notes: 1. Based on the BENPOS dated September 22, 2023 i.e. end of last week of two years from date of filing of this Draft Red Herring Prospectus. 2. We have included shareholders holding more than 1% of the pre-issue share capital on a fully diluted basis in the table above. For a complete list of shareholders representing at least 80.00% of the total shareholding of our Company, see ‘Annexure A-4’ on page 430, as of the date of this Draft Red Herring Prospectus. 3. Assuming conversion of the compulsorily convertible Preference Shares and Class 1 CCPS, calculated as on September 22, 2023. 9. Build-up of the Promoter’s shareholding in our Company As on the date of this Draft Red Herring Prospectus, our Promoter holds 19,100,000 Equity Shares of face value ₹10 each equivalent to 27.10 % of the issued, subscribed and paid-up Equity Share capital of our Company, on a fully diluted basis. 94The details regarding the Equity Shareholding of our Promoter since incorporation of our Company is set forth in the table below: Date of Nature of transaction Number of Nature Face Issue/ Percentage Percentage allotment/tra Equity of Value Transfer of the pre- of post-Issue nsfer Shares consider per price per Issue capital capital (%) ation Equity Equity on a fully Share Share (in diluted (in ₹) ₹) basis**(%) Abhishek Agarwal August 6, Initial subscription to the MoA 10,000 Cash 10 10 0.01 [●] 2015^ May 4, 2018 Transfer from Kamlesh Mohpal 1,000 Cash 10 10 Negligible [●] May 31, 2019 Transfer from Nidhi Bagaria 100 Cash 10 32,000 Negligible [●] October 3, Transfer from Snehal Shenoy 102 Cash 10 45,000 Negligible [●] 2019 November 22, Transfer from Priyanka Agarwal 606 Cash 10 5,000 Negligible [●] 2019 March 25, Transfer to Syeda Nabeela (152) Cash 10 45,000 Negligible [●] 2021 Moinuddin Transfer to Rohan Kohli (50) Cash 10 45,000 Negligible [●] April 15, Transfer from Varsha Mamodiya 102 Cash 10 45,000 Negligible [●] 2021 Transfer to Shivashis Bhutia (50) Cash 10 45,000 Negligible [●] May 20, 2021 Transfer to Rishabh Motani (52) Cash 10 45,000 Negligible [●] June 28, 2021 Transfer from Ankit Behura 100 Cash 10 45,000 Negligible [●] July 1, 2021 Transfer to Touchstone Ventures (60) Cash 10 45,000 Negligible [●] LLP Transfer to Anuj Modi (10) Cash 10 45,000 Negligible [●] Transfer to Vedant Loyalka (20) Cash 10 45,000 Negligible [●] Transfer to Sanjay Rastogi (10) Cash 10 45,000 Negligible [●] November 6, Transfer from Dimple R. Daswani 100 Cash 10 28,000 Negligible [●] 2021 November 27, Allotment pursuant to rights issue 10,000 Cash 10 10* 0.01 [●] 2021 December 30, Transfer from Divyash Pant 20 Cash 10 100,000 Negligible [●] 2021 March 29, Transfer to Touchstone Venture (50) Cash 10 145,000 Negligible [●] 2022 LLP Transfer to Hrishikesh (20) Cash 10 145,000 Negligible [●] Bhalchandra Pandrekar May 10, 2022 Transfer to Rishabh Motani (29) Cash 10 145,000 Negligible [●] Transfer to Arpit Bansal (15) Cash 10 145,000 Negligible [●] Transfer to Shivashis Bhutia (20) Cash 10 145,000 Negligible [●] May 28, 2022 Transfer to Rohan Kohli (30) Cash 10 145,000 Negligible [●] September Transfer to Touchstone Venture (50) Cash 10 250,000 Negligible [●] 12, 2022 LLP Transfer to Roopali Adlakha (20) Cash 10 250,000 Negligible [●] Transfer to Millenium Estates (50) Cash 10 250,000 Negligible [●] Private Limited February 16, Transfer from Abhinav Agarwal 200 Cash 10 250,000 Negligible [●] 2023 March 10, Transfer to Valuequest S C A L E (522) Cash 10 250,000 Negligible [●] 2023 Fund March 16, Allotment pursuant to conversion 160 Not 10 Not Negligible [●] 2023 of compulsorily convertible 40 applicabl applicabl Negligible [●] Preference Shares into Equity 80 e e Negligible [●] Shares March 24, Transfer to Valuequest S C A L E (278) Cash 10 250,000 Negligible [●] 2023` Fund April 12, Transfer to Valuequest S C A L E (100) Cash 10 250,000 Negligible [●] 2023 Fund April 26, Transfer to Valuequest S C A L E (100) Cash 10 250,000 Negligible [●] 95Date of Nature of transaction Number of Nature Face Issue/ Percentage Percentage allotment/tra Equity of Value Transfer of the pre- of post-Issue nsfer Shares consider per price per Issue capital capital (%) ation Equity Equity on a fully Share Share (in diluted (in ₹) ₹) basis**(%) 2023 Fund May 5, 2023 Transfer from Amandeep Sharma 55 Cash 10 250,000 Negligible [●] May 23, 2023 Transfer from Satyam Kumar S 5 Cash 10 250,000 Negligible [●] Dev Transfer to Mrudula Sushilkumar (200) Cash 10 250,000 Negligible [●] P arekh Transfer to Singularity Growth (100) Cash 10 250,000 Negligible [●] Opportunities Fund I March 20, Transfer to Kairos Ventures LLP (175) Cash 10 400,000 Negligible [●] 2024# March 27, Transfer to Ramesh Hariharan (50) Cash 10 400,000 Negligible [●] 2024# August 14, Allotment pursuant to conversion 30 Not 10 Not Negligible [●] 2024 of compulsorily convertible 20 applicabl applicabl Negligible [●] Preference Shares into Equity 56 e e Negligible [●] Shares August 23, Transfer to C. Mackertich Private (35) Cash 10 400,000 Negligible [●] 2024# Limited September Transfer to C. Mackertich Private (50) Cash 10 400,000 Negligible [●] 26, 2024# Limited September Transfer to Ramesh Hariharan (150) Cash 10 400,000 Negligible [●] 27, 2024# Transfer to Pankaj K. Mehta (42) Cash 10 400,000 Negligible [●] Transfer to Nina Pankaj Mehta (42) Cash 10 400,000 Negligible [●] October 1, Transfer to Mrudula Sushilkumar (125) Cash 10 400,000 Negligible [●] 2024# Parekh Transfer to C. Mackertich Private (50) Cash 10 400,000 Negligible [●] Limited October 23, Transfer to SR Solitaire LLP (69) Cash 10 400,000 Negligible [●] 2024# August 25, Transfer to Sudha Commercial (200) Cash 10 500,000 Negligible [●] 2025# Company Limited Transfer to Bodhivriksha (200) Cash 10 500,000 Negligible [●] Engineers LLP August 28, Transfer to Munjal Mavjibhai (500) Cash 10 500,000 Negligible [●] 2025# Lakhani August 30, Bonus issuance in the ratio of 999 19,080,900 Not 10 Not 27.08 [●] 2025 Equity Shares for every one Equity applicabl applicabl Share held in our Company e e Total 19,100,000 27.10 [●] ^Our Company was incorporated on August 6, 2015 and the date of subscription to the memorandum of association of our Company was July 23, 2015. * As on the date of allotment, these Equity Shares were partly paid up to the value of ₹9 per Equity Share. Subsequently, such Equity Shares have been fully paid up by our Promoter, as of June 24, 2025, pursuant to the call made upon approval under the Board resolution dated June 18, 2025. #The date of transfer is based on the date reflected in the transferor’s DIS slip. **Assuming the issuance of Equity Shares resulting upon exercise of vested options under ESOP 2024, calculated as on the date of this Draft Red Herring Prospectus. All the Equity Shares held by our Promoter are fully paid-up and are held in dematerialized form prior to filing of this Draft Red Herring Prospectus. As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoter are subject to any pledge. 9610. Shareholding of our Promoter and members of our Promoter Group The details of the shareholding of our Promoter and members of the Promoter Group as on the date of this Draft Red Herring Prospectus are set forth in the table below: Name of Shareholders Pre-Issue Post-Issue No. of Equity Percentage of pre- No. of Equity Percentage of post- Shares Issue paid-up Shares Issue paid-up Equity Equity Share capital Share capital (%) on a fully diluted basis**(%) Promoter Abhishek Agarwal 19,100,000 27.10 [●] [●] Promoter Group Payal Kumari Agarwal 160,000 0.23 [●] [●] Priyanka Agarwal 20,000 0.03 [●] [●] **Assuming the issuance of Equity Shares resulting upon exercise of vested options under ESOP 2024, calculated as on the date of this Draft Red Herring Prospectus. 11. Details of Promoter’s contribution and lock-in Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, as amended, an aggregate of 20% of the fully diluted post-Issue Equity Share capital of our Company held by the Promoter, shall be locked in for a period of 18 months, or any other period as prescribed under the SEBI ICDR Regulations, as minimum Promoter’s contribution (“Minimum Promoter’s Contribution”) from the date of Allotment and the shareholding of the Promoter in excess of 20% of the fully diluted post-Issue Equity Share capital shall be locked in for a period of six months from the date of Allotment (“Promoters’ Six Month Lock-in”). (i) Details of the Equity Shares to be locked-in for 18 months from the date of Allotment as Minimum Promoter’s Contribution are set forth in the table below: Name of Promoter Number of Date of Nature of Face Value Issue/ Percentage Percentage of Equity allotment/ transaction per Equity Acquisition of the pre- the post- Issue Shares transfer of Share (in ₹) price per Issue paid- paid-up capital locked-in* Equity Equity up capital (%) Shares Share (in ₹) on a fully diluted basis (%) [●] [●] [●] [●] [●] [●] [●] [●] Total [●] [●] [●] [●] [●] [●] [●] Note: To be updated in the Prospectus * Subject to finalisation of the Basis of Allotment. (ii) Our Promoter has given their consent to include such number of Equity Shares held by them as disclosed above, constituting 20% of the fully diluted post-Issue Equity Share capital of our Company as Minimum Promoter’s Contribution. Our Promoter has agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner the Minimum Promoter’s Contribution from the date of filing this Draft Red Herring 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 SEBI ICDR Regulations. Our Company undertakes that the Equity Shares that are being locked-in are not ineligible for computation of Promoter’s contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of build-up of shareholding of our Promoter, see “- Build-up of the shareholding of our Promoter in our Company” on page 94. In this connection, please note that: a. The Equity Shares offered for Minimum Promoter’s Contribution do not include (i) Equity Shares acquired in the three immediately preceding years for consideration other than cash and revaluation of assets or capitalisation of intangible assets not involved in such transactions, or (ii) Equity Shares that have resulted from bonus issue by utilization of revaluation reserves or unrealised profits of our Company or resulted from bonus shares issued against Equity Shares, which are otherwise ineligible for computation of Minimum Promoter’s Contribution. b. The Minimum Promoter’s Contribution does not include any Equity Shares acquired during the immediately preceding one year at a price lower than the price at which the Equity Shares are being offered to the public in the Issue. 97c. Our Company has not been formed by the conversion of one or more partnership firms or a limited liability partnership firm. d. All the Equity Shares held by our Promoter are in dematerialised form. e. The Equity Shares held by our Promoter and offered for Minimum Promoter’s Contribution are not subject to pledge or any other encumbrance. 12. Other lock-in requirements: i. In addition to the Minimum Promoter’s Contribution and the Promoters’ Six Month Lock-in as specified above, in terms of the SEBI ICDR Regulations, the entire pre-Issue Equity Share capital of our Company will be locked- in for a period of six months from the date of Allotment or such other period as may be prescribed under the SEBI ICDR Regulations, except for (i) the Equity Shares held by Shareholders who are VCFs, Category I AIFs, Category II AIFs or FVCIs, subject to the conditions set out in Regulation 17 of the SEBI ICDR Regulations, provided that such Equity Shares will be locked-in for a period of at least six months from the date of purchase by such VCFs or Category I AIFs or Category II AIFs or FVCI Shareholders respectively, and (ii) any Equity Shares transferred to and held by employees (whether currently employees or not) of our Company in accordance with ESOP 2024. ii. As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the Equity Shares locked-in are recorded by the relevant Depository. iii. In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoter, which are locked-in pursuant to Regulation 16 of the SEBI ICDR Regulations, may be transferred to and among the members of our Promoter Group or to any new promoter of our Company, subject to continuation of the lock-in in the hands of the transferees for the remaining period (and such transferees shall not be eligible to transfer until the expiry of the lock-in period) and compliance with the Takeover Regulations, as applicable. iv. Pursuant to Regulation 21(a) of the SEBI ICDR Regulations, the Equity Shares held by our Promoter, which are locked-in for a period of 18 months from the date of Allotment (as mentioned above) may be pledged as collateral security for loans granted by scheduled commercial banks, public financial institutions, NBFC-SI or housing finance companies, provided that such loans have been granted by such bank or institution 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. v. Pursuant to Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by our Promoter which are locked-in for a period of six months from the date of Allotment may be pledged only with scheduled commercial banks, public financial institutions, NBFC-SI or housing finance companies as collateral security for loans granted by such banks or public financial institutions, provided that such pledge of the Equity Shares is one of the terms of the sanction of such loans. vi. Pursuant to Regulation 22 of the SEBI ICDR Regulations, (a) the Equity Shares held by our Promoter, which are locked-in may be transferred to and among the members of our Promoter Group or to any new promoter of our Company and (b) the Equity Shares held by any person other than our Promoter and locked-in for a period of six months from the date of Allotment in the Issue may be transferred to any other person holding the Equity Shares which are locked-in, subject to continuation of the lock-in in the hands of transferees for the remaining period (and such transferees shall not be eligible to transfer until the expiry of the lock-in period) and compliance with the Takeover Regulations. 13. Lock-in of the Equity Shares to be allotted, if any, to the Anchor Investors 50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 90 days from the date of Allotment and the remaining Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment. 9814. As on the date of the filing of this Draft Red Herring Prospectus, our Company has 565* Shareholders. *Based on BENPOS dated September 19, 2025. 15. Except as disclosed below, none of our Promoter, members of the Promoter Group, our Directors or their relatives have purchased or sold any Equity Shares during a period of six months preceding the date of this Draft Red Herring Prospectus: Date of Nature of Number Nature Face Value Issue/ Transfer Percentage of the pre- Percentage of allotment transaction of Equity of per Equity Price per Equity Issue capital on a fully post-Issue /transfer Shares consider Share (in ₹) Share (in ₹) diluted basis*(%) capital (%) ation Promoter Abhishek Agarwal August Transfer to Sudha (200) Cash 10 500,000 Negligible [●] 25, 2025 Commercial Company Limited Transfer to (200) Cash 10 500,000 Negligible [●] Bodhivriksha Engineers LLP August Transfer to Munjal (500) Cash 10 500,000 Negligible [●] 28, 2025 Mavjibhai Lakhani Promoter Group Payal Kumari Agarwal August Transfer to (25) Cash 10 500,000 Negligible [●] 26, 2025 Bodhivriksha Engineers LLP Director Shefali Sarohi Shyam July 23, Transfer from Pal 3 Cash 10 450,000 Negligible [●] 2025 Gaurang Shah Abhinav Agarwal August Transfer to Infinite (210) Cash 10 500,000 Negligible [●] 22, 2025 Buildcon Private Limited Septembe Transfer to Amit (1,600) Cash 10 500 Negligible [●] r 5, 2025 Kumar Singh Rahul Garg August Transfer to Shaalin (63) Cash 10 475,000 Negligible [●] 26, 2025 Tandon August Transfer to (15) Cash 10 475,000 Negligible [●] 26, 2025 Kaustabh Vaidya August Transfer to (5) Cash 10 475,000 Negligible [●] 26, 2025 Anirudh Dilip Mehta August Transfer to Tejal (5) Cash 10 475,000 Negligible [●] 26, 2025 Mehta August Transfer to DVG (15) Cash 10 475,000 Negligible [●] 28, 2025 Family Trust August Transfer to Mythri (10) Cash 10 475,000 Negligible [●] 28, 2025 Relatives of Director Rajat Garg** August Transfer to SR (20) Cash 10 435,000 Negligible [●] 21, 2025 Asset Advisory Private Limited * Assuming the issuance of Equity Shares resulting upon exercise of vested options under ESOP 2024, calculated as on the date of this Draft Red Herring Prospectus. **Rajat Garg is the brother of Rahul Garg, who is our Non-Executive Director. Except for Equity Shares to be Allotted pursuant to (i) the Issue; and (ii) issue of Equity Shares pursuant to the exercise of options granted under ESOP 2024, our Company presently does not intend or propose to alter its capital structure for a period of six months from the Bid/Issue Opening Date, by way of split or consolidation of the denomination of Equity Shares, or by way of further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly 99or indirectly for Equity Shares), whether on a preferential basis, or by way of issue of bonus shares, or on a rights basis, or by way of further public issue of Equity Shares, or otherwise. 16. Neither our Company, nor the Directors have entered into any buy-back arrangements for purchase of Equity Shares from any person. Further, the Book Running Lead Managers have not entered into any buy-back arrangements for purchase of Equity Shares from any person. 17. Except as disclosed in “Our Management – Shareholding of Directors in our Company” and “Our Management – Shareholding of Key Managerial Personnel and members of Senior Management” on pages 216 and 226 respectively, none of our Directors or Key Managerial Personnel or members of Senior Management hold any Equity Shares of our Company. 18. Except for options granted under ESOP 2024 and as disclosed in “ – Notes to the Capital Structure” on page 73, there are 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 Draft Red Herring Prospectus. 19. Our Company is in compliance with Companies Act, 2013, to the extent applicable, with respect to issuance of securities from the date of incorporation of our Company till the date of filing of this Draft Red Herring Prospectus. However, our Company has filed an adjudication application dated September 15, 2025 under section 454 of the Companies Act, 2013 with the RoC in connection with adjudication of penalties for certain contraventions of provisions of Section 42 of the Companies Act, 2013, which is currently pending. For details, see “Outstanding Litigation and Material Developments – Litigation involving our Company – Litigation against our Company – Actions taken by regulatory or statutory authorities” and “Risk Factors – There are outstanding litigation involving our Company, our Directors and Subsidiaries. An adverse outcome in any of these proceedings may affect our reputation or standing or may impact our future business or could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects” on pages 343 and 32, respectively. 20. All Equity Shares issued and Allotted pursuant to the Issue shall be fully paid-up at the time of Allotment. 21. None of the Book Running Lead Managers and their associates (as defined under the SEBI Merchant Bankers Regulations) hold any Equity Shares of our Company, as on the date of this Draft Red Herring Prospectus. The Book Running Lead Managers and their respective associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform services for, our Company and its respective directors and officers, partners, trustees, affiliates, associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company and each of its respective directors and officers, partners, trustees, affiliates, associates or third parties, for which they have received, and may in the future receive, compensation. 22. There have been no financing arrangements whereby our Promoter, members of our Promoter Group, our Directors and their relatives have financed the purchase by any other person of securities of our Company other than in the normal course of business of the relevant financing entity, during a period of six months immediately preceding the date of filing of this Draft Red Herring Prospectus. 23. No person connected with the Issue, including, but not limited to, the Book Running Lead Managers, the Syndicate Members, our Company, Directors, Promoter, and member of our Promoter Group shall offer any incentive, whether direct or indirect, in the nature of discount, commission and allowance, except for fees or commission for services rendered in relation to the Issue, in any manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid. 24. Our Promoter and the members of our Promoter Group will not participate in the Issue. 25. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise permitted by law. 26. Except for the issuance of Equity Shares pursuant to the (i) Issue; (ii) the Pre-IPO Placement; or (iii) exercise of the employee stock options granted under ESOP 2024, there will be no further issue 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 filing of this Draft Red Herring Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges or all application monies have been refunded, as the case may be. 27. Our Company shall ensure that transactions in Equity Shares by our Promoter and our Promoter Group during the period between the date of filing of this Draft Red Herring Prospectus and the date of Bid/Issue Closing Date shall be reported to the Stock Exchanges within 24 hours of such transaction. 28. Our Company shall ensure that the Pre-IPO Placement, if undertaken, will be reported to the Stock Exchanges within 24 hours of the Pre-IPO Placement. 10029. For details of price of acquisition of specified securities by our Promoter, members of the Promoter Group and Shareholders with nominee director rights or other rights, in the last three years preceding the date of this Draft Red Herring Prospectus, please see “Issue Document Summary – Details of price at which specified securities were acquired by the Promoter, members of the Promoter Group and Shareholders with special rights in the last three years preceding the date of this Draft Red Herring Prospectus” on page 18. 30. Employee stock option plan: ESOP 2024 Our Company, pursuant to the resolution passed by our Board on May 23, 2024 and our Shareholders on June 17, 2024, adopted the ESOP 2024. Subsequently, ESOP 2024 was amended pursuant to the resolutions dated August 6, 2025 and August 28, 2025 passed by our Board and our Shareholders, respectively. The Company adopted ESOP 2024 to create, offer, grant and allot in one or more tranches, stock options which are convertible into Equity Shares. The purpose of ESOP 2024 is to attract, retain and motivate employees of our Company and its Subsidiaries. The ESOP 2024 is in compliance with the SEBI SBEB Regulations and other applicable laws. As on the date of this Draft Red Herring Prospectus, under ESOP 2024, an aggregate of 5,000 options have been granted and 2,232 options have been vested under ESOP 2024. No options have lapsed or have been exercised under ESOP 2024. These options have been granted in compliance with the relevant provisions of the Companies Act, 2013 and only to the employees of our Company and its Subsidiary, PSL Retail Private Limited. The details of ESOP 2024, as certified by B.B. & Associates, Chartered Accountants through their certificate dated September 22, 2025 are as follows: Particulars April 1, 2025 till Fiscal 2025 Fiscal Fiscal the date of this 2024 2023 Draft Red Herring Prospectus Options outstanding as at the beginning of the 4,332 Nil NA NA period Total options granted 668 4,332 NA NA Cumulative options granted as on date of this 5,000 certificate No. of employees to whom options were granted 90 76 NA NA Options vested (including options that have been 2,232 - NA NA exercised) Options exercised - - NA NA Exercise price of options (in ₹) (for the options 10 10 NA NA granted during the period/year) Options forfeited/ lapsed/ cancelled - - NA NA Variation in terms of options NA Total options outstanding (including vested and 5,000 4,332 NA NA unvested options) Total no. of Equity Shares that would arise as a 5,000,000* 4,332,000* NA NA result of full exercise of options granted (net of forfeited/ lapsed/ cancelled options) Money realised by exercise of options (in ₹) - - NA NA Total no. of options in force 5,000 4,332 NA NA Employee wise details of options granted to (i) Key managerial personnel Abhinav Agarwal Nil 1,200 NA NA Niket Agarwal Nil 900 NA NA Nivesh Pandey Nil 900 NA NA Umesh Pawan Choudhary Nil 50 NA NA Gulshan Mumtaz Khan Nil 9 NA NA (ii) Senior management Nil NA NA Robin Rapheal Dsouza Nil 150 NA NA Abhishek Kothari 40 100 NA NA Amit Chahalia Nil 100 NA NA Roopali Adlakha Nil 100 NA NA Atiya Danny Mirwani Nil 30 NA NA 101Particulars April 1, 2025 till Fiscal 2025 Fiscal Fiscal the date of this 2024 2023 Draft Red Herring Prospectus (iii) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year Kapil Dev 39 NA NA NA Rishabh Motani 150 NA NA NA (iv) Identified employees who are granted options, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant Abhinav Agarwal Nil 1,200 NA NA Niket Agarwal Nil 900 NA NA Nivesh Pandey Nil 900 NA NA Fully diluted EPS on a pre-Issue basis pursuant Not determinable at (29.03) NA NA to the issue of equity shares on exercise of this stage options calculated in accordance with the applicable accounting standard on ‘Earnings Per Share’ Where the Company has calculated the Not applicable. As per the valuation report, the fair value has been computed as employee compensation cost using the intrinsic per Black-Scholes Model. value of the stock options, the difference between employee compensation cost so calculated and the employee compensation cost that shall have been recognised if the Company had used fair value of options and impact of this difference on profits and EPS of the Company Description of the pricing formula and the method and significant assumptions used during the year to estimate the fair values of options, including weighted-average information, namely, risk-free interest rate, expected life, expected volatility, expected dividends and the price of the underlying share in market at the time of grant of the option Tranche I Tranche II Not determinable at 38.84% 38.85% NA NA Expected volatility (%) this stage Not determinable at - - NA NA Dividend yield (%) this stage Not determinable at 7.10% 7.02% NA NA Risk free Interest rate (%) this stage Not determinable at 4 years 4 years NA NA Expected life of share options this stage Expected remaining life of share options (in Not determinable at 3.25 years 3.62 years NA NA years) this stage Impact on profit and earnings per Equity Share Not determinable at NA NA NA (face value of ₹10 Equity Share, as applicable) this stage of the last three years if the accounting policies prescribed in the SEBI SBEB Regulations had been followed in respect of options granted in the last three years Intention of the key managerial personnel, senior Some of the Key Managerial Personnel or members of Senior Management may management and whole-time directors who are sell some Equity Shares allotted on the exercise of their options within three holders of Equity Shares allotted on exercise of months after the date of listing of the Equity Shares of the Company. options granted under an employee stock option scheme or allotted under an employee stock purchase scheme, to sell their Equity Shares within three months after the date of listing of the Equity Shares in the initial public offer (aggregate number of Equity Shares intended to be sold by the holders of options), if any Intention to sell Equity Shares arising out of an Some of the Key Managerial Personnel or Director may sell some Equity Shares employee stock option scheme or allotted under allotted on the exercise of their options within three months after the date of listing an employee stock purchase scheme within three of the Equity Shares of the Company. months after the date of listing, by directors, key managerial personnel, senior management and employees having Equity Shares issued under an 102Particulars April 1, 2025 till Fiscal 2025 Fiscal Fiscal the date of this 2024 2023 Draft Red Herring Prospectus employee stock option scheme or employee stock purchase scheme amounting to more than one per cent. of the issued capital (excluding outstanding warrants and conversions) *Adjusted for bonus issue of Equity Shares in the ratio of 999 Equity Shares for every Equity Share, pursuant to the resolutions dated June 18, 2025 and August 28, 2025, passed by our Board and Shareholders, respectively. 103OBJECTS OF THE ISSUE The Issue comprises of a fresh issue of up to [●] Equity Shares aggregating up to ₹6,600.00 million. The net proceeds of the Issue, after deducting the Issue related expenses, are estimated to be ₹ [●] million (“Net Proceeds”). Net Proceeds The details of the Net Proceeds are summarised in the table below: (in ₹ million) Particulars Estimated Amount Gross proceeds from the Issue 6,600.00^ (Less) Estimated Issue related expenses [●]*# Net Proceeds [●]* ^ Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities aggregating up to ₹1,300.00 million, as may be permitted under applicable law, at our discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable laws. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. # For details, see “- Issue expenses” on page 110. *To be finalised upon determination of the Issue Price and updated in the Prospectus prior to the time of filing with the RoC. Requirement of funds Pernia’s Pop-Up Shop (“PPUS”) is one of the largest and fastest growing multi-brand luxury omni-channel fashion platform in India in terms of revenue in FY 2024, serving customers in India and abroad, according to the 1Lattice Report. We have 211,727 SKUs representing products from 1,312 Active Designer Brands available on our platform, as of March 31, 2025. Our omni-channel platform includes Experience Centers, the online platforms of PPUS including website, mobile application, other telephonic and digital sales channels and events and exhibitions, among others. Our Experience Centers are integral to our business operations and the PPUS GMV from Experience Centers constitute the largest portion of Total PPUS GMV for the Fiscals 2025, 2024 and 2023. We opened our first flagship Experience Center in Juhu, Mumbai in 2018 and as of the date of this Draft Red Herring Prospectus, have expanded our physical store presence to 14 Experience Centers globally, 13 of which are in India and one Experience Center is in London, UK. We are also in the process of opening two new Experience Centers on Linking Road, Mumbai and in New York, USA, respectively. Our Experience Centers located in metropolitan areas of India such as Mumbai, Delhi, Bengaluru, Hyderabad, Chennai, and Kolkata are situated in prestigious high street locations. We operate all our Experience Centers on either leasehold or leave and licensed premises with terms ranging from approximately three to nine years. For example, our Experience Centers in Fort in Mumbai, South Extension and India Handicrafts Emporium, Mehrauli in Delhi and Hyderabad are Large-Format Experience Centers. Our Large-Format Experience Centers are designed to showcase a wide array of products and product categories from an extensive selection of Designer Brands. Our Experience Centers are designed to offer customers the opportunity to physically interact with products, try on apparel, and receive personalised styling advice provided by in-store stylists. This provides customers with the ability to touch and feel the products, assess their quality, and try them on for fit and comfort. Additionally, customers can get these products customised to better suit their needs and to ensure optimal fit, further enhancing satisfaction. In addition, we have in-store personnel at each of our Experience Centers that can provide styling advice. We are also supported by our back-end offices, which we hold on a leasehold or leave and license basis, serving operational functions such as housing and management of inventory, operations and warehousing. Apart from the Experience Centers, our customers can also shop through our website, www.perniaspopupshop.com, and through our mobile application (Pernia's Pop-Up Shop), available on both Android and iOS operating systems. Through our omnichannel presence, we have served a global base of more than 200,000 Unique Customers from Fiscal 2023 to Fiscal 2025 and had 18.57 million Unique Visitors on our online platform (i.e., our website and mobile application) in Fiscal 2025. In Fiscal 2025, we served 70,651 customers with a total of 104,856 PPUS No. of Orders. Further, through our multi-faceted sales and marketing initiatives, we intend to build awareness of our offerings, foster customer loyalty, and drive growth in an ever-evolving industry. Our Company engages in various marketing activities like curation of events at our Experience Centers and other locations, and advertisements in newspapers and magazines among other means. We anticipate that we will continue incurring expenses towards advertising and marketing in the future as we grow our business and may also explore other forms of marketing. 104As part of our marketing strategy, we maintain a strong presence on social media platforms, where we engage with our community through regular posts, stories, and interactive content. We enter into collaboration with influencers and content creators to enhance our reach. These initiatives are further strengthened by targeted digital advertising campaigns, ensuring continued visibility and brand awareness among both existing and prospective customers. Our growth and expansion strategy are centred on expanding our footprint in key luxury markets, deepening our existing customer base, increasing and optimising our product portfolio and designer mix and continuing focus on profitability and cost structure. For further details on our growth strategies, see “Our Business – Our Strategies” on page 176. We expect especially these areas to continue to be critical for the growth of our business and operations in the future. Accordingly, our Company proposes to utilise the Net Proceeds from the Fresh Issue towards funding the following objects (collectively, referred to herein as the “Objects”): • Investment in our wholly owned Subsidiary, PSL Retail for expenditure towards lease liabilities of Experience Centers, and back-end offices in India; • Funding towards sales and marketing expenses to be incurred by our Company; and • General corporate purposes. In addition to the above, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges, including among other things, enhancement of our Company's brand name and creation of a public market for the Equity Shares in India. The main objects and the objects necessary for furtherance of the main objects, as set out in the respective memorandum of association of our Company and our Subsidiaries, enable our Company and Subsidiaries to (a) undertake the activities proposed to be funded from the Net Proceeds; and (b) undertake the activities presently carried out by our Company and the Subsidiaries, as applicable. Proposed schedule of implementation and deployment of Net Proceeds We propose to utilize the Net Proceeds in the manner set forth in the table below. (in ₹ million) Particulars Total estimated amount/ expenditure^ Investment in our wholly owned Subsidiary, PSL Retail for expenditure 3,632.93 towards lease liabilities of Experience Centers, and back-end offices in India Funding towards sales and marketing expenses to be incurred by our 1,280.00 Company General corporate purposes [●]# Total Net Proceeds [●]# ^ Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities aggregating up to ₹1,300.00 million, as may be permitted under applicable law, at our discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable laws. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. # To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC. The aggregate amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds. Schedule of Implementation and Deployment of Net Proceeds (in ₹ million) S. No. Particulars Estimated Estimated Estimated Estimated Estimated amount to be deployment of Net deployment of Net deployment of Net deployment of Net funded from Proceeds in Fiscal Proceeds in Fiscal Proceeds in Fiscal Proceeds in Fiscal Net Proceeds^ 2026* 2027 2028 2029 (i) Inv estment in our 3,632.93 262.40 1,116.59 1,145.35 1,108.59 wholly owned Subsidiary, PSL Retail for expenditure 105S. No. Particulars Estimated Estimated Estimated Estimated Estimated amount to be deployment of Net deployment of Net deployment of Net deployment of Net funded from Proceeds in Fiscal Proceeds in Fiscal Proceeds in Fiscal Proceeds in Fiscal Net Proceeds^ 2026* 2027 2028 2029 towards lease liabilities of Experience Centers, and back- end offices in India (ii) Fun ding towards 1,280.00 80.00 360.00 400.00 440.00 sales and marketing expenses to be incurred by our Company (iii) Gen eral corporate [●] [●] [●] [●] [●] purposes# Total Net Proceeds [●] [●] [●] [●] [●] ^ Includes the proceeds, if any, received pursuant to the Pre-IPO Placement of Equity Shares aggregating up to ₹1,300.00 million. Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities aggregating up to ₹1,300.00 million, as may be permitted under applicable law, at our discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable laws. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. *Deployment to be made in the last quarter of Fiscal 2026. # To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC. The aggregate amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds. We intend to deploy the Net Proceeds towards the Objects in accordance with the business needs of our Company and our wholly owned Subsidiary, PSL Retail, as may be required. The actual deployment of funds will depend on a number of factors, including the timing of completion of the Issue, identification of location for Experience Centers to be opened, our relationship with and the pricing of the products and services offered by marketing agencies, our Board’s analysis of economic trends and business requirements, market conditions, competitive landscape, as well as general factors affecting our results of operations, financial condition and access to capital. Depending upon such factors, we may have to reduce or extend the deployment period for the stated Objects at the discretion of our Company and in accordance with applicable laws. In the event that the estimated utilisation of the Net Proceeds in a scheduled Fiscal is not completely met, including due to the reasons stated above, the same shall be utilized in the next Fiscal, as may be determined by our Company, in accordance with applicable laws. For further details, see “Risk Factors – Our funding requirements and deployment of the Net Proceeds of the Issue are based on management estimates and have not been independently appraised” and “Risk Factors - Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior Shareholders’ approval” on pages 44 and 46. The above requirement of funds is based on our current business plan, internal management estimates, prevailing market conditions and other commercial and technical factors, and subsisting lease/ leave and license agreements, termination of the lease of, or closure of subsisting Experience Centers, and back-end offices, opening of new Experience Centers, and back-end offices, historic spending trend towards total expenditure on sales and marketing including through digital channels. We have also relied upon information regarding historical spending trend towards (i) lease liabilities, subsisting lease/ leave and license agreements, and (ii) total expenditure on sales and marketing, as certified by B.B. & Associates, Chartered Accountants, in their certificate dated September 22, 2025. Such estimates, however, are subject to change in the future. These funding requirements 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 changes in expenses, financial and market conditions, our management’s analysis of economic trends and our business requirements, changes in technology, ability to identify and consummate new business initiatives, inorganic and geographic expansion opportunities, competitive landscape as well as general factors affecting our results of operations, financial condition, access to capital, business and strategy and interest/exchange rate fluctuations or other external factors, which may not be within the control of our management. This may entail rescheduling (including preponing) and revising the funding requirement for a particular Object or increasing or decreasing the amounts earmarked towards any of the aforementioned Objects at the discretion of our Company, subject to compliance with applicable law. Further, in case of a shortfall in raising requisite capital from the Net Proceeds towards meeting the aforementioned Objects, we may explore other options including utilizing our internal accruals. We believe that such alternate arrangements would be available to fund any such shortfalls. 106Means of Finance The fund requirements set out in the aforesaid Objects are proposed to be met entirely from the Net Proceeds. Accordingly, our Company confirms that there is no requirement to make firm arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised from the Fresh Issue and existing identifiable accruals as required under the SEBI ICDR Regulations. In case of a shortfall in the Net Proceeds or any increase in the actual utilization of funds earmarked for the Objects, our Company may explore a range of options, including utilizing our internal accruals. Details of the Objects 1. Investment in our wholly owned Subsidiary, PSL Retail for expenditure towards lease liabilities of Experience Centers, and back-end offices in India As on the date of this Draft Red Herring Prospectus, we have 13 Experience Centers and three back-end offices in India operated by PSL Retail. For Experience Centers and back-end offices, PSL Retail typically enters into lease agreements or leave and license agreements (collectively, the “Lease Agreements”) with tenures ranging from three years to nine years for the Experience Centers, and 11 months to five years for the back-end offices. For further details, see “Our Business – Property” on page 196. Over the years, we, through PSL Retail, have steadily expanded our Experience Centers, which has resulted in increased lease expenses over time. PSL Retail has incurred the following expenditure towards lease liabilities on Experience Centers, and back- end offices in India in the last three Fiscals: Particulars For the Fiscal 2025* 2024* 2023* Total number Experience Centers, and back-end offices in India 17 15 13 for which rental payments were made in the Fiscal* Total lease rental expenditure incurred on lease payments for the 483.02 344.86 237.50 Experience Centers, and back-end offices in India (₹ in million) # As certified by B.B. & Associates, Chartered Accountants pursuant to their certificate dated September 22, 2025. *This includes Experience Centers, and back-end offices which have been shut down during the relevant Fiscal in line with the strategic decisions of management for moving to large format stores among other reasons. #This does not include the security deposits paid by the Company when entering into a lease, and is exclusive of GST. Methodology of computation The lease rentals are based on the actual amounts payable based on valid and existing Lease Agreements which have been executed by PSL Retail with various lessors and landlords for Experience Centers and back-end offices. Our Lease Agreements generally provide for a rental escalation ranging up to 15.00% with escalations occurring every one to three years. The lease payment estimates below reflect expected rentals for all relevant Experience Centers and back-end offices in India as of the date of this Draft Red Herring Prospectus. These estimates factor in applicable escalations as per the terms of individual Lease Agreements, extension and renewal of any expiring Lease Agreements based on existing commercial terms, and include provision for Lease Agreements executed prior to this Draft Red Herring Prospectus. The estimates also incorporate the impact of recently opened Experience Centers in South Extension, Delhi and Fort, Mumbai for which the rental payments have commenced with effect from July 1, 2025, and executed lease agreement for an upcoming Experience Center on Linking Road, Mumbai. This accounts for the significant increase in projected lease expenses compared to historical periods. For more details, see “Our Business – Property” on page 196. (The remainder of this page has been intentionally left blank) 107Lease rentals proposed to be part financed from the Net Proceeds Set out below is the expected break-up of the lease rentals payable by our Experience Centers, and back-end offices in India in Fiscals 2026, 2027, 2028 and 2029: (in ₹ million) Aggregate lease payments to be made in*#& Particulars Number^ Fiscal 2028 Fiscal 2029 Total Fiscal 2026 ** Fiscal 2027 Experience Centers 13 258.67 1,108.71 1,142.58 1,108.16 3,618.12 Back-end offices 2 3.73 7.88 2.77 0.43 14.81 As certified by B.B. & Associates, Chartered Accountants pursuant to their certificate dated September 22, 2025. # The estimated outflows over this period exceed the amount proposed to be deployed from the Net Proceeds towards lease-related payments, and accordingly, such portion of these payments will be funded through internal accruals. ^ The number of stores is basis the number of Experience Centers, and back-end offices as of March 31, 2025 with valid existing leases as on the date of this Draft Red Herring Prospectus. Certain leases included in the table above may expire in ordinary course over the course of the deployment period, and may be renewed/replaced by us as per the terms and conditions agreed between relevant parties. & This does not include the security deposits paid by the Company when entering into a lease, and is exclusive of GST. ** This pertains to aggregate lease payments to be made in the last quarter of Fiscal 2026. We expect to utilize ₹3,632.93 million of the Net Proceeds towards lease rentals for our Experience Centers and back-end offices for Fiscals 2026 (Q4), 2027, 2028 and 2029. In the event that any of the existing Lease Agreements are terminated prior to the completion of their respective terms or modified in a manner that results in a reduced lease rental amount, the surplus or remaining Net Proceeds may be utilized towards the renewal of existing Lease Agreements, or lease rentals for new properties to replace such Experience Centers, and back-end offices. Termination or modification of such Lease Agreements may occur for various reasons, including but not limited to relocation to a better or more strategic location, expansion to a larger store, natural expiry of the lease term, unforeseen circumstances such as structural damage to the building or force majeure events, or operational decisions to open stores or close stores in existing locations. Since the Lease Agreements are for limited durations, the Net Proceeds may be applied towards renewed or newly executed arrangements, as applicable. Any additional amounts required for such lease rentals shall be met through our internal accruals. The form of investment to be undertaken by our Company for expenditure towards lease liabilities of our wholly owned Subsidiary, PSL Retail, i.e., whether they will be in form of subscription, or purchase of equity shares, preference shares, convertible or non- convertible securities, debt or any other instrument or combinations thereof, shall be provided in the Red Herring Prospectus. 2. Funding towards sales and marketing expenses to be incurred by our Company As a branded luxury retailer, marketing is a cornerstone of our business strategy. In a market driven by perception, exclusivity, and experience, our ability to communicate brand value and connect with customers is essential to sustaining growth and loyalty. We employ a comprehensive and multi-faceted approach to sales and marketing, designed to strengthen our brand presence and connect with our target audience across various platforms. Our sales and marketing initiatives include curating events at our Experience Centers and other third-party venues, which attract a targeted customer base that is interested in luxury fashion and designer brands. These events provide opportunities for personalised interactions, styling advice, and direct exposure to new collections, which can drive higher conversion rates and customer loyalty. Our sales and marketing strategy is focused on high-impact marketing activities that drive customer engagement and sales. We engage in the following strategies: • Curating events at our Experience Centers and other third-party venues, which attract a targeted customer base that is interested in luxury fashion and Designer Brands; • Advertisements and advertorials in newspapers and magazines; • Digital marketing campaign across social media and search platforms; and • Collaboration with social media influencers and content creators. An instance of one of the high-impact marketing activities undertaken includes our biannual Pernia’s Pop-Up Show 2025: The Summer Bride & Groom edition (February–March 2025) which was held in major cities such as Mumbai, Chennai, New Delhi, Hyderabad, and Ahmedabad. We highlighted bridal and grooms’ wear from leading designers. The event provided a wide range of outfits for pre-wedding functions and wedding ceremonies, catering to the needs of modern couples. The sales and marketing expenses incurred by our Company are broadly categorised into: 108• Digital marketing: This includes expenses towards digital marketing campaigns through targeted advertisements, promotions, messages, banners, pop-ups, product suggestions and notifications of our events like opening of Experience Centers, collection launches, and end-of-season sales, among others. • Content and creative production: This includes expenses towards (i) collaborations with influencers and content creators to amplify our reach and connect with new audiences; and (ii) creative shoots for marketing campaigns and our not-for- sale fashion magazine, First Look. • Offline marketing: This includes expenses towards (i) marketing our offerings through advertisements and advertorials in print media; (ii) curated events at our Experience Centers and other third-party venues; (iii) previous collaboration with a renowned international fashion magazine; (iv) printing of an exclusive, not-for-sale fashion magazine, First Look. Through this magazine, we offer readers an insider’s perspective on the latest trends, designer features, and style guides, further establishing our authority and thought leadership in the fashion industry. Our sales and marketing expenses in absolute terms and as percentage of revenue from operations for the Fiscals 2025, 2024 and 2023, respectively, as per the Restated Consolidated Financial Information is set out below: (in ` million) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Digital marketing 277.94 482.09 414.34 Content and creative production 20.06 40.72 46.61 Offline marketing 33.68 18.32 14.42 Sales and marketing expenses 331.68 541.13 475.37 Total sales and marketing expenses as percentage of 6.77% 10.73% 12.88% revenue from operations (in %) As certified by B.B. & Associates, Chartered Accountants pursuant to their certificate dated September 22, 2025. Our historical spends in sales and marketing have been primarily funded from capital raised through equity infusion, debt and internal accruals in the past, and may not be fully reflective of our future growth plans and new developments in relation to this object. Our sales and marketing strategy and deployment of marketing and advertising campaigns as well as brand building initiatives in any media segment or through any channel or platform is contingent on various internal and external factors, such as the nature of the advertising campaign or expected viewership of our advertisements in different geographies or user segments, our business requirements and marketing plans overall. Further, maintaining and improving upon our sales and marketing strategies involves expenditures which may not be proportionate to the revenue generated and customers acquired. Proposed utilisation of Net Proceeds We plan to invest in brand-building initiatives, including targeted marketing campaigns through digital media, endorsements, sponsorships, television advertising and influencers, expand presence on social media platforms through content led strategies, across India and especially in international markets. We will also focus on expanding our presence on social media platforms by creating content that resonates with our customers. These will enable us to enhance the awareness and relevance of our brands, especially in international markets. The breakup of these sales and marketing expenses of our Company, for which Net Proceeds are proposed to be utilised for Fiscals 2026, 2027, 2028 and 2029 is provided below: (in ` million) Particulars Aggregate Proposed Proposed Proposed Proposed proposed deployment deployment deployment deployment deployment from Net from Net from Net from Net from Net Proceeds in Proceeds in Proceeds in Proceeds in Proceeds Fiscal 2026* Fiscal 2027 Fiscal 2028 Fiscal 2029 Sales and marketing expenses 1,280.00 80.00 360.00 400.00 440.00 *This pertains to sales and marketing expenses in the last quarter of Fiscal 2026. We expect to utilize ₹1,280.00 million of the Net Proceeds towards sales and marketing expenses to be incurred by our Company on a standalone basis for Fiscals 2026 (Q4), 2027, 2028 and 2029. The expenses in relation to sales and marketing expenses are disclosed in the Restated Consolidated Financial Information. For details, see “Restated Consolidated Financial Information – Note – 40 – Other expenses” on page 278. However, our deployment of brand promotion and marketing initiatives are contingent on various factors, such as nature of digital campaigns, expected viewership of our content, marketing campaigns, management estimates, current circumstances of our business, prevailing market conditions our Company’s business and marketing plans. Accordingly, we may choose to spend more for incurring any of the above-mentioned categories of sales and marketing expenses, as provided above or less for incurring any of these costs, subject to the overall deployment of ₹1,280.00 million from the Net Proceeds. Any additional expenses during or beyond the proposed utilisation period which may be incurred by our Company towards these expenses would be funded through other 109avenues including further infusion of capital, external borrowings, internal accruals of the Company, or means other than the Net Proceeds. 3. General Corporate Purposes Our Company intends to deploy the balance Net Proceeds aggregating up to ₹[●] million towards general corporate purposes, as approved by our management, from time to time, subject to such utilisation for general corporate purposes not exceeding 25% of the Gross Proceeds, in accordance with Regulation 7(2) of the SEBI ICDR Regulations, for the business requirements of our Company and our subsidiaries, including, among other things, expenses incurred in ordinary course of business, strategic initiatives, acquiring fixed assets including furniture and fixtures, business development initiatives such as designer acquisition, designer engagement and surveying of new locations, prepayment or repayment of debt, organic / inorganic growth, payment of commission and/or fees to consultants, other expenses including salaries, employee welfare activities, administration, insurance, repairs and maintenance, payment of taxes and duties and any other purpose, as may be approved by our Board or a duly constituted committee thereof from time to time, subject to compliance with applicable law, including provisions of the Companies Act. The allocation or quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based on the amount actually available under this head, business requirements of our Company and other relevant considerations, from time to time. Our Company’s management shall have flexibility in utilising surplus amounts, if any. Issue expenses The Issue expenses are estimated to be approximately ₹[●] million. The Issue expenses comprises of, among other things, listing fee, underwriting fee, selling commission and brokerage, fee payable to the Book Running Lead Managers, legal counsels, Registrar to the Issue, Escrow Collection and Sponsor Bank, processing fee to the SCSBs for processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to SCSBs, brokerage and selling commission payable to members of the Syndicate, Registered Brokers, RTAs and CDPs, fees payable to the Sponsor Banks for Bids made by UPI Bidders, printing and stationery expenses, advertising and marketing expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges. The break-up of the estimated Issue expenses is as follows: Activity Estimated As a % of the total As a % of the total expenses(1) estimated Issue Issue size(1) (₹ in million) expenses(1) Book Running Lead Managers’ fees and commissions (including [●] [●] [●] underwriting commission, brokerage and selling commission) Commission/ processing fee for SCSBs and Bankers to the Issue and [●] [●] [●] fees payable to the Sponsor Bank(s) for Bids made by UPI Bidders. Brokerage, selling commission and bidding charges for Members of the Syndicate, Registered Brokers, RTAs and CDPs(2)(3)(4)(5) Fees payable to the Registrar to the Issue [●] [●] [●] Others: - (a) Listing fees, SEBI filing fees, upload fees, BSE and NSE processing [●] [●] [●] fees, book building software fees and other regulatory expenses - (b) Printing and stationery expenses [●] [●] [●] - (c) Advertising and marketing expenses [●] [●] [●] - (d) Fees payable to legal counsels [●] [●] [●] - (e) Fees payable to advisors and consultants to the Issue inter alia the [●] [●] [●] Statutory Auditors, Independent Practicing Company Secretary, Independent Chartered Accountant, and industry service provider. - (f) Miscellaneous [●] [●] [●] Total estimated Issue expenses [●] [●] [●] (1) Amounts will be finalised and incorporated in the Prospectus upon determination of the Issue Price. (2) Selling commission payable to the SCSBs on the portion for RIBs, and Non-Institutional Bidders, which are directly procured and uploaded by the SCSBs, would be as follows: Portion for RIB* [●]% of the Amount Allotted* (plus applicable taxes) Portion for Non-Institutional Bidders* [●]% of the Amount Allotted* (plus applicable taxes) * Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price (3) No additional uploading / processing fees shall be payable by our Company to the SCSBs on the Bid cum Application Forms directly procured by them. The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding terminal ID as captured in the Bid book of BSE or NSE. Processing fees payable to the SCSBs on the portion for RIBs, and Non-Institutional Bidders (excluding UPI Bids) which are procured by the Members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for blocking, would be as follows: 110Portion for RIBs ₹ [●] per valid Bid cum Application Form* (plus applicable taxes) Portion for Non-Institutional Bidders ₹ [●] per valid Bid cum Application Form* (plus applicable taxes) *Based on valid Bid cum Application Forms The Selling commission payable to the Syndicate / sub-Syndicate Members will be determined on the basis of the application form number / series, provided that the application is also bid by the respective Syndicate / sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / sub-Syndicate Member. (4) The uploading charges/ processing fees for applications made by UPI Bidders would be as follows: Members of the Syndicate / RTAs / CDPs / Registered ₹ [●] per valid Bid cum Application Form* (plus applicable taxes) Brokers Sponsor Bank(s) ₹ [●] per valid Bid cum Application Form* (plus applicable taxes) The Sponsor Bank(s) shall be responsible for making payments to the third parties such as remitter bank, NCPI and such other parties as required in connection with the performance of its duties under the SEBI circulars, the Syndicate Agreement and other applicable laws. * For each valid application. All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow and Sponsor Bank Agreement. The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation in 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 and 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. (5) Selling commission on the portion for RIBs, and Non-Institutional Bidders which are procured by Members of the Syndicate (including their sub-Syndicate Members), Registered Brokers, RTAs and CDPs would be as follows: Portion for RIBs* [●]% of the Amount Allotted* (plus applicable taxes) Portion for Non-Institutional Bidders* [●]% of the Amount Allotted* (plus applicable taxes) *Amount allotted is the product of the number of Equity Shares Allotted and the Issue Price. Bidding Charges: ₹ [●] (plus applicable taxes) per valid application bid by the Members of the Syndicate (including their sub-Syndicate Members)/ RTA/CDPs. Note: The brokerage/selling commission payable to the Syndicate/sub-Syndicate members will be determined on the basis of the ASBA Form number/series, provided that the application is also bid by the respective Syndicate/sub-Syndicate member. For clarification, if an ASBA bid on the application form number/series of a Syndicate/sub-Syndicate member, is bid for by an SCSB, the brokerage/selling commission will be payable to the SCSB and not to the Syndicate/sub-Syndicate member. The brokerage/selling commission payable to the SCSBs, RTAs and CDPs will be determined on the basis of the bidding terminal ID as captured in the Bid book of either of the Stock Exchanges. The bidding charges payable to the Syndicate/sub-Syndicate members will be determined on the basis of the bidding terminal ID as captured in the Bid book of the Stock Exchanges. Payment of brokerage/selling commission payable to the sub-brokers/agents of the sub-Syndicate members shall be handled directly by the sub-Syndicate members, and the necessary records for the same shall be maintained by the respective sub-Syndicate member. The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI ICDR Master Circular. Monitoring of Utilisation of Funds Our Company will appoint a monitoring agency in accordance with Regulation 41 of the SEBI ICDR Regulations. The Monitoring Agency will monitor the utilisation of the Gross Proceeds (including in relation to the utilisation towards the general corporate purposes) and the Monitoring Agency shall submit the report required under Regulation 41(2) of the SEBI ICDR Regulations, on a quarterly basis, to the Audit Committee until such time as the Gross Proceeds have been utilised in full. The Audit Committee shall make recommendations to our Board for further action, if appropriate. Our Company will disclose the utilisation of the Gross Proceeds, including interim use under a separate head in its balance sheet for such Fiscals as required under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other applicable laws or regulations, clearly specifying the purposes for which the Gross Proceeds have been utilised, till the time any part of the proceeds remains unutilised. Our Company will also, in its balance sheet for the applicable Fiscals, provide details, if any, in relation to all such Gross Proceeds that have not been utilised, if any, of such currently unutilised Gross Proceeds. Pursuant to Regulation 18(3), Regulation 32(3) and Part C of Schedule II of the SEBI Listing Regulations, our Company shall, on an annual basis, prepare a statement of funds utilised for purposes other than those stated in the Draft Red Herring Prospectus and place it before our Audit Committee. Such disclosure shall be made until such time that all the Gross Proceeds have been utilised in full. The statement shall be certified by the statutory auditor of our Company and such certification shall be provided to the Monitoring Agency. Further, in accordance with Regulation 32 of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the utilisation of the Gross Proceeds from the objects as stated above; and (ii) details of category wise variations in the utilisation of the Gross Proceeds from the objects as stated above. Further, our Company, on a quarterly basis, shall include the deployment of Gross Proceeds under various heads, as applicable, in the notes to our quarterly results. Our Company will indicate investments, if any, of unutilised Gross Proceeds in the balance sheet of our Company for the relevant Fiscals subsequent to receipt of listing and trading approvals from the Stock Exchanges. 111Interim use of Net Proceeds Pending utilisation of the Net Proceeds for the purposes described above, our Company undertakes to deposit the Net Proceeds only in one or more scheduled commercial banks included in the second schedule of the Reserve Bank of India Act, 1934, as amended. Our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment in the equity markets. No lien in any manner shall be created on the Net Proceeds till such Net Proceeds are utilised towards the Objects of the Issue. Appraisal of the Objects and Bridge Financing The objects of the Fresh Issue have not been appraised by any bank, financial institution or agency and we have not raised any bridge loans against the Net Proceeds. Other Confirmations No part of the Net Proceeds will be paid by our Company to our Promoter, our Directors, or our Key Managerial Personnel, members of Senior Management or Group Company, except in the ordinary course of business of our Company and in compliance with Applicable Law. Our Company has not entered into and is not planning to enter into any arrangement/ agreements with our Promoter, members of Promoter Group, Directors, or Key Managerial Personnel, members of Senior Management or Group Company in relation to the utilisation of the Net Proceeds. Variation in Objects In accordance with Sections 13(8) and 27 of the Companies Act, our Company shall not vary the objects of the Fresh Issue unless in accordance with applicable law, which may under certain circumstances require approval 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 (“Notice”) shall specify the prescribed details as required under the Companies Act. In addition, the Notice shall simultaneously be published in the newspapers, one in English and one in the vernacular language of the jurisdiction where our Registered and Corporate Office is situated. In accordance with the Companies Act, our Promoter will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary the objects, subject to the provisions of the Companies Act and in accordance with such terms and conditions, including in respect of pricing of the Equity Shares, in accordance with our Articles of Association, the Companies Act and the SEBI ICDR Regulations. 112BASIS FOR ISSUE PRICE The Price Band and the Issue Price will be determined by our Company, in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares issued through the Book Building Process and on the basis of quantitative and qualitative factors as described below. The face value of the Equity Shares is ₹10 each and the Issue Price is [●] times the face value at the lower end of the Price Band and [●] times the face value at the higher end of the Price Band. Bidders should read the below mentioned information along with “Risk Factors”, “Our Business”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 24, 167, 232 and 313, 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 Issue Price are as follows: • We are one of the largest and fastest growing multi-brand luxury omni-channel fashion platform in India in terms of revenue in Fiscal 2024, serving customers in India and abroad, according to the 1Lattice Report; • We have implemented an omnichannel model that seamlessly integrates our online platform with physical Experience Centers; • We have established a strong and growing international presence, serving a diverse global customer base across multiple countries; • We have established ourselves as a premier luxury fashion destination for Indian Designer Brands; and • We have a robust management team and an experienced Board. For further details, see “Our Business – Our Strengths” on page 171. Quantitative Factors Certain information presented below, relating to our Company, is derived from the Restated Consolidated Financial Information. For details, see “Restated Consolidated Financial Information” and “Other Financial Information” beginning on pages 232 and 310, respectively. Some of the quantitative factors which may form the basis for computing the Issue Price are as follows: 1. Basic and diluted earnings/(losses) per Equity Share (“EPS”): As derived from the Restated Consolidated Financial Information: Financial Year ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight March 31, 2025 (29.03) (29.03) 3 March 31, 2024 (7.46) (7.46) 2 March 31, 2023 (6.69) (6.69) 1 Weighted Average (18.12) (18.12) Notes: 1. Weighted average = Aggregate of year-wise weighted earnings per Equity Share (EPS) divided by the aggregate of weights i.e. (EPS x Weight) for each year/total of weights. 2. Earnings/(losses) per share (₹) = Profit/(loss) after tax attributable to equity Shareholders divided by weighted average number of Equity Shares outstanding during the year. 3. Basic earnings/(losses) per Equity Share (₹) = Net profit/(loss) after tax attributable to equity shareholders divided by the weighted average number of basic shares outstanding (including preference shares which are compulsorily convertible into equity shares) after considering the effect of bonus shares. The bonus shares are issued subsequent to the latest period reported in the Restated Consolidated Financial Information. 4. Diluted earnings/(losses) per Equity Share (₹) = Net profit/(loss) after tax attributable to equity shareholders divided by the weighted average number of diluted shares outstanding (including preference shares which are compulsorily convertible into equity shares) after considering the effect of bonus shares. This also includes effect of potential equity shares which are dilutive (pertaining to ESOP 2024 and partly paid up shares) outstanding at the end of relevant Fiscal year. The bonus shares are issued subsequent to the latest period reported in the Restated Consolidated Financial Information. Being anti-dilutive owing to losses during the reporting periods, the diluted EPS has been capped to the amount of basic EPS in all the reported periods. 1132. Price/Earning (“P/E”) ratio in relation to Price Band of ₹[●] to ₹[●] per Equity Share: Particulars P/E at the Floor Price (no. of P/E at the Cap Price (no. of times) times)* Based on basic EPS for Financial Year ended March 31, 2025* [●] [●] Based on diluted EPS for Financial Year ended March 31, 2025 [●] [●] *To be computed upon finalisation of the Price Band. 3. Industry Peer Group P/E ratio We are one of the largest and fastest growing multi-brand luxury omni-channel fashion platform in India in terms of revenue in Fiscal 2024, serving customers in India and abroad, according to the 1Lattice Report. We provide carefully curated selections in luxury fashion, sourced from 1,312 Active Designer Brands, as of March 31, 2025. There are no other companies in India or globally with similar or comparable size, scale and business model as ours that are listed in India or outside. Accordingly, we are unable to provide an industry comparison in relation to us. The absence of directly comparable publicly available information may affect investors’ ability to assess our relative performance, industry position and future projects. See, “Risk Factors – Our Company does not have any comparable listed peer companies in India and internationally for comparison of performance and therefore, investors must rely on their own examinations of accounting ratios of our Company for the purposes of investment in this Issue” on page 43. 4. Return on Net Worth (“RoNW”) As derived from the Restated Consolidated Financial Information of our Company: Financial Year/ Period ended RoNW (%) Weight Fiscal 2025 (158.85) 3 Fiscal 2024 (116.72) 2 Fiscal 2023 (69.81) 1 Weighted Average (129.97) Notes: (1) Return on Net Worth (RoNW) (%) is computed as Profit/(loss) after tax for the Fiscal/period attributable to the equity shareholders of the Company divided by Net worth of the Company at the end of the Fiscal/period. (2) 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, as per the audited balance sheet, 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. (3) Weighted average = Aggregate of year-wise weighted Return on Net Worth divided by the aggregate of weights i.e., Return on Net Worth x Weight for each year/total of weights. 5. Net Asset Value (“NAV”) per Equity Share Financial Year/ Period ended (₹) As on March 31, 2025 18.27 After the Issue* - At the Floor Price [●] - At the Cap Price [●] Issue Price [●] * To be computed upon finalisation of the Price Band. Notes: (1) Issue Price per Equity Share will be determined on conclusion of the Book Building Process. (2) Net Asset Value per equity share represents Net worth attributable to equity holders of our Company as at the end of relevant Fiscal, as restated, divided by the weighted average number of Equity Shares (including preference shares which are compulsorily convertible into equity shares) outstanding at the end of relevant Fiscal after considering the adjustment of bonus shares issued subsequent to latest period reported in the Restated Consolidated Financial Information. Our Company carried a bonus issuance of 999 equity shares per every 1 fully paid-up share, allotted on August 30, 2025 with August 29, 2025 as the record date. The impact of the issue of bonus shares are retrospectively considered for the computation of net asset value per equity share as per the requirement / principles of Ind AS 33, as applicable. The Net Asset Value per Equity Share has been calculated for all periods presented after giving effect to such bonus in accordance with applicable accounting standards. 6. Key Performance Indicators (“KPIs”) The table below sets forth the details of our KPIs that our Company considers have a bearing on arriving at the basis for Issue Price. All the KPIs disclosed below have been approved by a resolution of our Audit Committee dated September 22, 2025 and the Audit Committee has confirmed that the KPIs pertaining to our Company that have been disclosed to earlier investors at any point of time during the three years period prior to the date of filing of this Draft Red Herring Prospectus have been disclosed in this section and have been subject to verification and certification by B.B. & Associates, Chartered Accountants, Chartered Accountants, pursuant to certificate dated September 22, 2025 (copy made available under “Material Contracts and Documents for Inspection” beginning on page 412). The Audit Committee (through its resolution 114dated September 22, 2025) have confirmed that the KPIs disclosed below have been identified and disclosed in accordance with the SEBI ICDR Regulations and the Industry Standards on Key Performance Indicators Disclosures in the Draft Offer Document and Offer Document (“KPI Standards”). The KPIs have been certified by our Chief Financial Officer on behalf of the management of our Company by way of certificate dated September 22, 2025. The KPIs that have been consistently used by the management to analyse, track and monitor the operational and financial performance of our Company and were presented in the past meetings of our Board or shared with the investors during the three years preceding the date of the Draft Red Herring Prospectus, which have been consequently identified as relevant and material KPIs and are disclosed in this “Basis for Issue Price” section, in accordance with SEBI ICDR Regulations and KPI Standards. In addition to the above, the Audit Committee also noted that other than the below mentioned KPIs: a) there are certain items/ metrics which have not been disclosed in this Draft Red Herring Prospectus as these metrics are either used for internal analysis, sensitive to the business and operations, not critical or relevant for analysis of our financial and operational performance or subsumed within the identified KPIs or not verifiable or auditable or such items do not convey any meaningful information to determine performance/ valuation of our Company; and b) there are certain items/ metrics which are included in the business description in this Draft Red Herring Prospectus which are purely operational in nature and are not considered to be performance indicators or deemed to have a bearing on the determination of Issue price. For details, see “Our Business” beginning on page 167. Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once a year (or any lesser period as may be determined by our Board), for a duration of one year after the date of listing of the Equity Shares on the Stock Exchanges or till the utilisation of the Issue Proceeds as per the disclosure made in the section “Objects of the Issue” beginning on page 104 of this Draft Red Herring Prospectus, whichever is later, or for such other duration as required under the SEBI ICDR Regulations. Details of our KPIs as of and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 are set out below: Fiscal Key Performance Indicator Unit 2025 2024 2023 GAAP Revenue from operations(1) ₹ in million 4,899.09 5,043.73 3,691.93 Profit/(loss) before exceptional item and tax(2) ₹ in million (657.82) (477.10) (520.36) Profit/(loss) before tax(3) ₹ in million (1,885.50) (477.10) (413.89) Profit/(loss) after tax(4) ₹ in million (1,885.50) (477.10) (413.89) Non – GAAP Gross Profit(5) ₹ in million 2,060.36 2,068.74 1,545.24 Gross Profit Margin(6) % 42.06 41.02 41.85 EBITDA(7) ₹ in million 419.88 316.28 21.96 EBITDA Margin (8) % 8.57 6.27 0.59 EBIT(9) ₹ in million (128.09) (69.53) (269.76) EBIT Margin(10) % (2.61) (1.38) (7.31) PBT (Before Exceptional Items) Margin(11) % (13.43) (9.46) (14.09) PBT Margin(12) % (38.49) (9.46) (11.21) PAT Margin(13) % (38.49) (9.46) (11.21) Return on Capital Employed (14) % (4.79) (3.30) (16.63) Return on Equity(15) % (158.85) (116.72) (69.81) Net Working Capital(16) ₹ in million 798.49 430.82 134.27 Cash Conversion Cycle(17) in days 123.57 69.09 45.28 Operational PPUS No. of Orders(18) Count 104,856 136,622 117,999 Total PPUS GMV(19) ₹ in million 5,883.10 6,218.01 4,660.94 PPUS AOV (Average Order Value)(20) ₹ in absolute 56,106.44 45,512.52 39,499.84 Notes: 1. Revenue from operations includes revenue from sale of goods and sale of services. 2. Profit/(loss) before exceptional item and tax represents profit/(loss) before exceptional item and tax. 3. Profit/(loss) before tax refers to profit/(loss) before tax. 4. Profit/(loss) after tax refers to profit/(loss) after tax. 5. Gross Profit represents Revenue from operations less Cost of Goods Sold. Cost of Goods Sold is sum of Cost of Materials Consumed, Purchases of stock-in-trade and Changes in inventories of finished goods, stock-in-trade and work-in-progress. 6. Gross Profit Margin represents Gross Profit divided by Revenue from operations. 7. EBITDA refers to earnings before interest, taxes, depreciation and amortisation which has been arrived at by adding finance costs, depreciation and amortisation expense to the Profit/(loss) before exceptional item and tax for the year. 8. EBITDA Margin represents EBITDA divided by Revenue from operations. 1159. EBIT refers to earnings before interest and taxes which has been arrived at by adding finance costs to the Profit/(loss) before exceptional item and tax for the year. 10. EBIT Margin represents EBIT divided by Revenue from operations. 11. PBT (Before Exceptional Items) Margin represents Profit/(loss) before exceptional item and tax divided by Revenue from operations. 12. PBT Margin represents Profit/(loss) before tax divided by Revenue from operations. 13. PAT Margin represents Profit/(loss) after tax divided by Revenue from operations. 14. Return on Capital Employed refers to EBIT divided by Capital Employed. Capital Employed refers to total assets less current liabilities. 15. Return on Equity refers to profit/(loss) after tax divided by Total Equity. 16. Net Working Capital refers to sum of Inventories and Trade Receivables deducted by Trade Payables and revenue received in advance from customers. 17. Cash Conversion Cycle refers to sum of Net Receivable Days and Inventory Days deducted by Trade Payable Days. Net Receivable Days refers to Trade Receivables minus revenue received in advance from customers, divided by Revenue from operations, and multiplied by 365. Inventory Days refers to Inventory divided by Cost of Goods Sold, multiplied by 365. Trade Payable Days refers to Trade Payables divided by Cost of Goods Sold, multiplied by 365. 18. PPUS No. of Orders represents the count of orders processed through the PPUS Omni-channel in the given period. 19. Total PPUS GMV represents the total monetary value of goods processed on the PPUS Omni-channel, calculated at the maximum retail price (“MRP”) of all orders placed by customers during a given period, irrespective of the fulfilment status. Total PPUS GMV is inclusive of all applicable taxes, discounts, shipping charges, and other ancillary or customization-related charges. 20. PPUS AOV (Average Order Value) is calculated as Total PPUS GMV divided by PPUS No. of Orders. All such KPIs have been defined consistently and precisely in “Definitions and Abbreviations – Conventional and General Terms or Abbreviations” on page 9. For details of our other operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 167 and 313, respectively Explanation of the historic use of the KPIs by our Company to analyze, track or monitor the operational and/or financial performance of our Company In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review and assess our performance. The presentation of these KPIs is not intended to be considered in isolation or as a substitute for the Restated Consolidated Financial Information. These KPIs may not be defined under Ind AS and are not presented in accordance with Ind AS and hence, should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our performance, liquidity, profitability or results of operations. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the similar information used by other companies and hence their comparability may be limited. Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation. Although these KPIs are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that it provides an additional tool for investors to use in evaluating our ongoing operating results and trends. Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or operational metric to evaluate our business. The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations are set forth below: KPI Explanation Revenue from operations Revenue from operations is a key indicator of our core business performance. It reflects income generated from core business activities and helps management assess our Company’s overall financial performance and size of operating business. This metric provides a consistent benchmark for growth trajectory and relative positioning in the market. Profit/(loss) before exceptional Profit/(loss) before exceptional items and tax is a key metric used by our Company to monitor the item and tax / PBT (Before overall operational and financial performance of our regular business, eliminating unusual/one-off Exceptional Items) Margin costs along before paying the tax. Profit/(loss) before tax / PBT Profit/(loss) before tax provides a comprehensive view of our operational and financial performance, Margin including all events, before the impact of tax expenses. Profit/(loss) after tax / PAT Profit/(loss) after tax provides a comprehensive view of our operational and financial performance Margin after considering all the costs along with tax expenses. Gross Profit / Gross Profit Gross profit is a key indicator as it reflects our Company’s core profitability from direct business Margin operations, excluding indirect costs. It helps our Company assess the terms of designer relationships and provides insight into margin sustainability and the impact of direct costs on financial performance of the core business. EBITDA / EBITDA Margin EBITDA and EBITDA Margin is essential for our Company to evaluate the operating financial performance after considering all operating expenses of the core business, excluding the financing and depreciation expenses. This is a direct growth indicator of the company’s ability to generate positive operating cash flow from business. EBIT / EBIT Margin EBIT and EBIT Margin are essential metrics for evaluating our Company’s operating performance 116KPI Explanation excluding financing cost. These reflect core operational earnings. EBIT provides a clearer view of our Company’s underlying operational efficiency and profitability, enabling more accurate assessment of business trends and performance consistency. Return on Capital Employed Return on Capital Employed is a key metric for evaluating how efficiently our Company generates operational profits from the capital invested in the business. It provides an insight into the effectiveness of capital utilization and helps in assessing long-term value creation. Return on Equity Return on equity is a key financial metric for investors and management to assess how effectively our Company generates profits from its shareholders’ investments. Net Working Capital Net Working Capital measures a company's short-term financial health and its ability to manage operating cash flows. It helps the management track the capital deployed across inventory, payables, receivables and revenue received in advance from our customers. Cash Conversion Cycle Cash Conversion Cycle is a key measure of our Company’s operational efficiency in converting its cash invested in inventory and other assets into cash from sales, indicating overall financial health and liquidity. PPUS No. of Orders PPUS No. of Orders helps our Company ascertain the number of transactions recorded on the PPUS Omni-channel platform to understand the success metric of engagement with our customer base, thereby directly contributing to sales value which in turn leads to instant cashflow generation for the business. Total PPUS GMV Total PPUS GMV helps our Company determine the overall size of the business generated through all the PPUS Orders by summing the total monetary value of the goods sold through PPUS Omni- Channel at the maximum retail price in that particular period/year. PPUS AOV (Average Order PPUS AOV helps our Company to analyse the average monetary value of the transactions/orders Value) processed by our customers in a specific period/year. We believe growth of PPUS AOV generates incremental profitability for the company. 4. Comparison of our KPIs with listed industry peers for the Financial Years included in the Restated Consolidated Financial Information We are one of the largest and fastest growing multi-brand luxury omni-channel fashion platform in India in terms of revenue in Fiscal 2024, serving customers in India and abroad, according to the 1Lattice Report. We provide carefully curated selections in luxury fashion, sourced from 1,312 Active Designer Brands, as of March 31, 2025. There are no other companies in India or globally with similar or comparable size, scale and business model as ours that are listed in India or outside. Accordingly, we are unable to provide an industry comparison in relation to us. The absence of directly comparable publicly available information may affect investors’ ability to assess our relative performance, industry position and future projects. See, “Risk Factors – Our Company does not have any comparable listed peer companies in India and internationally for comparison of performance and therefore, investors must rely on their own examinations of accounting ratios of our Company for the purposes of investment in this Issue” on page 43. 5. Comparison of KPIs based on material additions or dispositions to our business Our Company has not made any material additions or dispositions to its business for the periods covered by our KPIs, i.e., for the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023. 6. Weighted average cost of acquisition (“WACA”), floor price and cap price. (a) Price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based on primary issuances of Equity Shares or convertible securities during the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of our Company in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Primary Issuances”) There are no primary / new issue of Equity Shares or convertible securities, excluding shares issued under ESOP 2024 and the issuance of bonus shares pursuant to the allotment dated August 30, 2025, during the 18 months preceding the date of filing of this Draft Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-Issue capital before such transaction(s) and excluding the employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days. (b) Price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based on secondary sale or acquisition of equity shares or convertible securities (excluding gifts) involving any of the Promoters, members of the Promoter Group or other shareholders with rights to nominate directors during the 18 months preceding the date of filing of this Draft Red Herring Prospectus, where the acquisition or sale is equal to or more than 5% of the fully diluted paid-up share capital of our Company, 117in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary Transactions”) There have been no secondary transactions of the Equity Shares or convertible securities of our Company during the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of our Company in a single transaction or multiple transactions combined together over a span of rolling 30 days. (c) Since there are no transactions to report under (a) and (b) above, the following are the details of the price per share of the Company basis the last five primary or secondary transactions (secondary transactions where the Promoter and members of the Promoter Group are a party to the transaction), not older than three years prior to the date of this Draft Red Herring Prospectus irrespective of the size of transactions: Primary transactions Face value Issue per No. of Equity Nature of Total consideration Date of allotment per Equity Equity Nature of allotment Shares* consideration (₹) Share (₹) Share (₹)* March 13, 2025# 930,000 10 500 P referential allotment Cash 465,000,000 December 30, 2024# 1,035,000 10 500 P referential allotment Cash 517,500,000 Total 982,500,000 Weighted average cost of acquisition pursuant to the primary issuances of Equity Shares during 500.00 the three years preceding the date of this Draft Red Herring Prospectus Notes: 1. Issuance of Equity Shares pursuant to conversion of compulsorily convertible Preference Shares and Class 1 CCPS has not been considered as a primary transaction for the purpose of disclosure in the above table. 2. Primary issue of Equity Shares or convertible securities disclosed in the above table excludes shares allotted pursuant to allotment of bonus shares on August 30, 2025. * Number of Equity Shares and issue price per Equity Share has been adjusted for bonus issuance undertaken pursuant to the resolutions dated June 18, 2025 and August 28, 2025, passed by our Board and Shareholders, respectively. #These transactions include allotment of Equity Shares pursuant to a preferential allotment to multiple allotees. Secondary transactions Date of No. of Face value Transaction Nature of transaction Nature of Total transaction Equity per Equity price per consideration consideration (₹) Shares* Share (₹) Equity Share (₹)* August 28, 2025# 500,000 10 500 Transfer from Abhishek Cash 250,000,000 Agarwal to Munjal Mavjibhai Lakhani August 26, 2025 25,000 10 500 Transfer from Payal Cash 12,500,000 Kumari Agarwal to Bodhivriksha Engineers LLP August 25, 2025# 200,000 10 500 Transfer from Abhishek Cash 100,000,000 Agarwal to Sudha Commercial Company Limited August 25, 2025# 200,000 10 500 Transfer from Abhishek Cash 100,000,000 Agarwal to Bodhivriksha Engineers LLP March 12, 2025^ 5,000 10 400 Transfer from Payal Cash 2,000,000 Kumari Agarwal to Ayush Agarwal March 5, 2025^ 10,000 10 400 Transfer from Payal Cash 4,000,000 Kumari Agarwal to Kusum Bagaria Total 468,500,000 Weighted average cost of acquisition pursuant to the secondary transactions of Equity Shares 498.40 during the three years preceding the date this Draft Red Herring Prospectus * Number of Equity Shares and transaction price per Equity Share has been adjusted for bonus issuance undertaken pursuant to the resolutions dated June 18, 2025 and August 28, 2025, passed by our Board and Shareholders, respectively. # Since three transactions were made between a rolling period of 30 days at the same transaction price with the same transferor, it has been considered as a single transaction. ^ Since these two transactions were made between a rolling period of 30 days at the same transaction price with the same transferor, it has been considered as a single transaction. 118(d) The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition at which the equity shares were issued by our Company, or acquired or sold by shareholders with rights to nominate directors are disclosed below: Types of transactions Weighted average cost of Floor price (i.e. Cap price (i.e. ₹ [●]*) acquisition (₹ per Equity ₹ [●]*) Share) WACA of Primary Issuances NA [●] [●] WACA of Secondary Transactions NA [●] [●] Since there were no Primary Issuances or Secondary Transactions, the details have been disclosed for the price per share of our Company based on the last five primary or secondary transactions (secondary transactions where our Promoter and members of the Promoter Group), not older than three years prior to the date of this Draft Red Herring Prospectus irrespective of the size of the transaction Based on primary transactions 500.00 [●] [●] Based on secondary transactions 498.40 [●] [●] *To be computed after finalisation of Price Band. To be updated at Prospectus stage. #As certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated September 22, 2025. (e) Justification for Basis of Issue price 1. The following provides an explanation to the Cap Price being [●] times of weighted average cost of acquisition of equity shares that were issued by our Company or acquired or sold by the shareholders with rights to nominate directors by way of primary and secondary transactions in the last three full Financial Years preceding the date of this Draft Red Herring Prospectus compared to our financial ratios for the Financial Years 2025, 2024 and 2023 and in view of external factors, if any [●]* *To be computed after finalisation of Price Band. The Issue Price of ₹[●] has been determined by our Company in consultation with the Book Running Lead Managers, on the basis of the demand from investors for the Equity Shares through the Book Building process. Investors should read the abovementioned information along with “Risk Factors”, “Our Business” and “Restated Consolidated Financial Information” beginning on pages 24, 167 and 232, respectively, to have a more informed view. 119STATEMENT OF SPECIAL TAX BENEFITS The Board of Directors Purple Style Labs Limited (formerly, Purple Style Labs Private Limited) CTC No. 1081, Plot no. 110, TPS Village, Service Road Western Express Highway, Vile Parle (East), Mumbai – 400057, Maharashtra, India. Date: 12 September 2025 Subject: Statement of special tax benefits (“the Statement”) available to Purple Style Labs Limited (formerly, Purple Style Labs Private Limited) (“the Company”) and its shareholders and its material subsidiary (PSL Retail Private Limited) prepared in accordance with the requirement under Schedule VI – Part A - Clause (9)(L) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“the SEBI ICDR Regulations”) This report is issued in accordance with the Engagement Letter dated 1 July 2025. Walker Chandiok & Co LLP, and Kedia & Agrawal (“we” or “us” or “our” or “Joint Auditors”) hereby report that the enclosed Annexure II and III prepared by the Company, initialled by us for identification purpose, states the special tax benefits available to the Company and its shareholders and its material subsidiary audited by us, namely, PSL Retail Private Limited (“Material Subsidiary”), under direct and indirect taxes (together “the Tax Laws”), presently in force in India as on the 12 September 2025, which are defined in Annexure I. These special tax benefits are dependent on the Company and its shareholders and its Material Subsidiary fulfilling the conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company and its shareholders and its Material Subsidiary to derive these special tax benefits is dependent upon their fulfilling such conditions, which is based on business imperatives the Company and its Material Subsidiary may face in the future and accordingly, the Company and its shareholders and its Material Subsidiary may or may not choose to fulfil. The benefits discussed in the enclosed Annexures II and III cover the special tax benefits available to the Company and its shareholders and its Material Subsidiary and do not cover any general tax benefits available to the Company and its shareholders and its Material Subsidiary. Further, the preparation of the enclosed Annexures II and III and its contents is the responsibility of the Management of the Company and has been approved by the Board of Directors of the Company at its meeting held on 12 September 2025. We were informed that the Statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. Further, the benefits discussed in the Annexure II and III are not exhaustive. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the proposed initial public offering of equity shares of the Company (the “Proposed Issue”) 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 special tax benefits, which an investor can avail. Neither we are suggesting nor advising the investors to invest money based on the Statement. We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special Purposes (Revised 2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that perform Audits and Reviews of Historical Financial information, and Other Assurance and Related Services Engagements. We do not express any opinion or provide any assurance as to whether: i) the Company and its shareholders and its Material Subsidiary will continue to obtain these special tax benefits in future; or ii) the conditions prescribed for availing the special tax benefits where applicable, have been/would be met with. The contents of the enclosed Annexures II and III are based on the information, explanation and representations obtained from the Company and its Material Subsidiary, and on the basis of our understanding of the business activities and operations of the Company and its Material Subsidiary. Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of the Tax Laws and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. We shall not be liable to the Company and its Material Subsidiary for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily 120from bad faith or intentional misconduct. We will not be liable to the Company and its Material Subsidiary and any other person in respect of this Statement, except as per applicable law. This report is addressed to and is provided to enable the Board of Directors of the Company to include this report in the Draft Red Herring Prospectus, prepared in connection with the Proposed Issue to be filed by the Company with the Securities and Exchange Board of India and the concerned stock exchanges. It is not to be used, referred to or distributed for any other purpose without our prior written consent. For Walker Chandiok & Co LLP For Kedia & Agrawal Chartered Accountants Chartered Accountants Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.: 140989W Huned Contractor Sunil Kumar Kedia Partner Partner Membership No.: 041456 Membership No.: 427613 UDIN: 25041456BMRKKP8161 UDIN: 25427613BMIGNL1269 Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 121ANNEXURE I List of Direct and Indirect Tax Laws (“TAX LAWS”) S.no Details of direct tax laws 1 Income-tax Act, 1961 and Income-tax Rules, 1962 (read with applicable circulars, notifications) as amended by Finance Act, 2025 S.no Details of indirect tax laws 1 Central Goods and Services Tax Act, 2017 2 Integrated Goods and Services Tax Act, 2017 3 Applicable State Goods and Services Tax Act, 2017 4 Customs Act, 1962 5 Customs Tariff Act, 1975 122ANNEXURE II STATEMENT OF SPECIAL DIRECT TAX BENEFITS AVAILABLE TO PURPLE STYLE LABS LIMITED (FORMERLY, PURPLE STYLE LABS PRIVATE LIMITED) (“the Company”), ITS SHAREHOLDERS AND PSL RETAIL PRIVATE LIMITED (“Material Subsidiary”) UNDER THE APPLICABLE DIRECT TAX LAWS IN INDIA. Outlined below are certain special direct tax benefits available to the Company, its shareholders and the Material Subsidiary, under the Income-tax Act, 1961 (hereinafter referred to as the “IT Act”), read with the Income-tax Rules, 1962 (hereinafter referred to as the “IT Rules”), circulars, notifications, as amended by the Finance Act 2025 presently in force in India, (hereinafter collectively referred to as the “Direct Tax Laws”). These special direct tax benefits are dependent on the Company, its shareholders and its Material Subsidiary, fulfilling the conditions prescribed under Direct Tax Laws of India. A. Special direct tax benefits available to the Company and its Material Subsidiary, to the extent applicable, under the Direct Tax Laws in India 1. Beneficial corporate tax rate - Section 115BAA of the IT Act Section 115BAA of the IT Act, introduced vide The Taxation Laws (Amendment) Act, 2019, lays down certain conditions on fulfilment of which domestic companies are entitled to avail a beneficial tax rate of 22% (plus applicable surcharge and cess). The option to apply this tax rate is made available from Financial Year (‘FY’) 2019-20 relevant to Assessment Year (‘AY’) 2020-21 and the option once exercised shall apply to subsequent AYs. The beneficial tax regime is subject to a company not availing any of the following deductions / exemptions under the provisions of the IT Act – • Section 10AA: Tax holiday available to units in a Special Economic Zone; • Section 32(1)(iia): Additional depreciation; • Section 32AD: Allowance for investment in new plant or machinery in notified backward areas in certain states; • Section 33AB/ 33ABA: Tea coffee rubber development expenses/site restoration expenses; • Section 35(1)(ii) / 35(1)(iia) / 35(1)(iii) / 35(2AA) / 35(2AB): Expenditure on scientific research; • Section 35AD: Capital expenditure incurred on specified businesses; • Section 35CCC / 35CCD: Expenditure on agricultural extension/ skill development; • Section 80LA of the IT Act other than deduction applicable to a unit in the International Financial Services Centre, as referred to in sub-section (1A) of Section 80LA of the IT Act; • Chapter VI-A other than the provisions of section 80JJAA and section 80M of the IT Act The total income of a company availing the beneficial tax rate of 25.168% (i.e., 22% tax plus 10% surcharge and 4% health & education cess) is required to be computed without set-off of any carried forward loss and depreciation attributable to any of the aforesaid deductions / incentives. A company can exercise the option to apply for the beneficial tax regime in its return of income filed under section 139(1) of the IT Act. Further, provisions of Minimum Alternate Tax (‘MAT’) under section 115JB of the IT Act is not applicable to companies availing this beneficial tax regime, thus, any brought forward MAT credit also cannot be claimed. The provisions do not specify any limitation / condition on account of turnover, nature of business or date of incorporation for opting for the beneficial tax regime. Accordingly, all existing as well as new domestic companies are eligible to avail this beneficial tax regime by filing Form 10-IC which is a pre-requisite for availing the concessional tax rates under section 115BAA of the IT Act. The Company has opted for the beneficial tax regime under section 115BAA of the IT Act with effect from FY 2023-24 (i.e., AY 2024-25) through e-filing Form 10-IC on 29 November 2024 and therefore, is eligible for a concessional effective tax rate of 25.168% (including applicable surcharge and health and education cess) subject to fulfilment of above conditions. The Material Subsidiary has not opted for beneficial tax regime under section 115BAA of the IT Act. However, it is eligible to opt for the same subject to fulfilment of prescribed conditions. 2. Deduction in respect of inter-corporate dividends – Section 80M of the IT Act As per the provisions of section 80M of the IT Act, inserted with effect from AY 2021-22, a domestic company, shall be allowed to claim a deduction of dividend income earned from any other domestic company or a foreign company or a business trust. However, such deduction shall be restricted to the amount of dividend distributed by it to its shareholders 123on or before the due date i.e., one month prior to the date of furnishing the return of income under sub-section (1) of section 139 of the IT Act. The Company may be eligible to claim deduction under section 80M of the IT Act against dividend income (if any) in future subject to fulfilment of prescribed conditions. 3. Deductions in respect of employment of new employees – Section 80JJAA of the IT Act As per section 80JJAA of the IT Act, where a company is subject to tax audit under section 44AB of the IT Act and derives income from business, it shall be allowed to claim a deduction of an amount equal to 30% of additional employee cost incurred in the course of such business in a previous year, for 3 consecutive assessment years including the AY relevant to the previous year in which such additional employment cost is incurred. The eligibility to claim the deduction is subject to fulfilment of prescribed conditions specified in sub-section (2) of section 80JJAA of the IT Act. Further, to claim the aforesaid deduction, it is required to furnish the report of an accountant electronically in Form 10DA containing the particulars of deduction prior to the due date of filing tax audit report as per section 44AB of the IT Act. At the time of filing ITR for AY 2024-25, the Company and its Material Subsidiary have not claimed the said deduction. The Company and its Material Subsidiary may be eligible to claim the deduction subject to fulfilment of prescribed conditions. 4. Deduction of expenditure in connection with extension of an undertaking - Section 35D of the IT Act As per section 35D(2)(c) of the IT Act, an assessee is eligible to claim deduction of expenditure, being underwriting commission, brokerage, and charges for drafting, typing, printing and advertisement of the prospectus incurred in connection with the issue, for public subscription, of shares in or debentures of the company, upon fulfilment of conditions as laid down under the IT Act. The deduction under section 35D of the IT Act is allowable for an amount equal to one- fifth of such expenditure for each of five successive previous years beginning with the previous year in which the extension of the undertaking is completed. The Company should be eligible to claim the deduction subject to fulfilment of prescribed conditions. It is to be noted that in order to claim deduction under section 35D of the IT Act, the Company shall be required to furnish a statement in Form 3AF containing the particulars of specified expenditure under section 35D of the IT Act to income tax authority prior to one month before the due date of filing income tax return as per section 139(1) of the IT Act. 5. Tax on Capital Gains Post the amendment made by Finance (No. 2) Act, 2024, capital gains arising from transfer of long-term capital assets under section 112 / 112A of the IT Act is to be taxed at 12.5% plus applicable surcharge and cess, with effect from 23 July 2024 (without the benefit of Indexation). Further, it is worthwhile to note that in case of transfer of long-term capital assets under section 112A of the IT Act tax shall be levied where such aggregate capital gains exceed ₹ 1,25,000 in a FY. Please note that gains arising from sale of units of Specified Mutual Funds acquired on or after the 1 April 2023 are always considered as short-term irrespective of the period of holding in accordance with section 50AA of the IT Act. Short Term Capital Gains (‘STCG') arising from the transfer of listed equity shares, unit of an equity-oriented fund or unit of a business trust covered under section 111A of the IT Act is to be taxed @ 20% (plus applicable surcharge and cess). However, STCG arising from short-term capital assets (other than listed equity shares, unit of an equity-oriented fund or unit of a business trust covered under section 111A of the IT Act), is to be taxed at the normal tax rate of the Company. 6. Set-off & Carry forward of Business Loss As per the provisions of Section 72 read with Section 71 of the IT Act, if the company has incurred loss under the head "Profits and gains of business or profession", not being a loss sustained in a speculation business, the said loss can be set off against income from any other source except salary income in the relevant previous year in which the loss is incurred. However, if the losses are not wholly set-off in the relevant previous year, the same shall be carried forward to set-off against the income under the head "Profits and gains of business or profession", if any in the following eight AYs. 124As per the ITR filed by the Company and the Material Subsidiary for AY 2024-25, they have brought forward unabsorbed losses. The Company and the Material Subsidiary should be eligible to carry forward the said losses and adjust the same against future profits subject to provisions of Section 79 of the IT Act. 7. Unabsorbed Depreciation As per the provision of section 32(2) of IT Act, if the profits of the Company are insufficient to allow the depreciation of relevant previous year, the said amount of depreciation to which effect has not been given, shall be carried forward to subsequent assessment years for an indefinite period until it is fully absorbed and set off against future profits of subsequent assessment years. As per the ITR filed by the Company and its Material Subsidiary for AY 2024-25, they have brought forward unabsorbed depreciation which will be eligible for set-off against future profits as per section 32(2) of the IT Act. B. Special direct tax benefits available to the shareholders of the Company under the Direct Tax Laws in India Below are certain special direct tax benefits available to the shareholders of the Company for investing in the shares of the Company. 1. Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. Further, the shareholders would be entitled to take credit for the Tax Deducted at Source on the dividend distributed by the Company. In case of a domestic corporate shareholder, benefit of deduction under section 80M of the IT Act would be available on fulfilling the conditions (as discussed in A.2. above). 2. As per section 115A of the IT Act, dividend income earned by a non-resident (not being a Company) or by a foreign Company, shall be taxed at the rate of 20% (plus applicable surcharge and cess) subject to fulfilment of prescribed conditions under the IT Act. 3. As per section 111A of the IT Act, STCG arising from transfer of equity shares post 23 July 2024 on which securities transaction tax (“STT”) is paid at the time of acquisition and sale, shall be taxed at the rate of 20% (plus applicable surcharge and cess). This is subject to fulfilment of prescribed conditions under the IT Act. 4. As per section 112A of the IT Act, LTCG arising from transfer of equity shares on which STT is paid at the time of acquisition and sale, shall be taxed at the rate of 12.5% (plus applicable surcharge and cess). It is worthwhile to note that tax shall be levied where such aggregate capital gains exceed ₹ 1,25,000 in a FY. 5. As per section 112 of the IT Act, LTCG arising from transfer of long-term capital asset which includes unquoted equity shares, shall be taxed at the rate of 12.5% (plus applicable surcharge and cess) with effect from 23 July 2024 (without the benefit of Indexation). Further, the STCG arising from transfer of short-term capital asset being unquoted equity shares shall be taxed at normal tax rate. 6. Where the shareholder are Individuals, Hindu Undivided Family, Association of Persons, Body of Individuals, and every Artificial Juridical Person, surcharge would be restricted to 15% in respect of dividend income, LTCG and STCG under section 111A of the IT Act. 7. As per section 36(1)(xv) of the ITA, in case of shareholders having taxable securities transactions in the normal course of business, the STT paid can be deducted while computing income provided that such income is included under the head "Profits and gains of business or profession”. 8. As per section 90(2) of the IT Act, non-resident shareholders will be eligible to take advantage of the beneficial provisions under the respective Double Taxation Avoidance Agreement ("DTAA"), if any, applicable to such non-residents. This is subject to fulfilment of conditions prescribed to avail treaty benefit. Further, any income by way of capital gains, dividends accruing to non-residents may be subject to withholding tax as per the provisions of the IT Act or under the relevant DTAA, whichever is more beneficial to such non-resident. However, where such non-resident has obtained a lower withholding tax certificate from the tax authorities, the withholding tax rate would be as per the said certificate. The non-resident shareholders can also avail credit of any taxes paid by them, subject to local laws of the country in which such shareholder is resident. Notes: 1. These special direct tax benefits are dependent on the Company, its shareholders and its Material Subsidiary fulfilling the conditions prescribed under the relevant provisions of the Direct Tax Laws. Hence, the ability of the Company, its shareholders and its Material Subsidiary to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the Company, its shareholders and its Material Subsidiary may or may not choose to fulfil. 1252. The special direct tax benefits discussed in the Statement are not exhaustive and is only intended to provide general information to the investors and hence, is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. 3. The Statement has been prepared on the basis that the equity shares of the Company are proposed to be listed on a recognized stock exchange in India and the Company will be issuing equity shares. 4. The Statement is prepared based on information available with the management of the Company and there is no assurance that: • the Company or its shareholders or its Material Subsidiary will continue to obtain these benefits in future; • the conditions prescribed for availing the benefits have been / would be met with; and • the revenue authorities / courts will concur with the view expressed herein. 5. The above views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. 6. The Statement sets out the provisions of law in a summarized manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership, and disposal of shares. 7. This Annexure covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits or benefits under any other law. For and on behalf of Purple Style Labs Limited (formerly, Purple Style Labs Private Limited) Name: Abhishek Agarwal Designation: Whole-time director and Chief Executive Officer Place: Mumbai Date: 12 September 2025 126ANNEXURE III STATEMENT OF SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO PURPLE STYLE LABS LIMITED (FORMERLY, PURPLE STYLE LABS PRIVATE LIMITED) (“the Company”), ITS SHAREHOLDERS AND PSL RETAIL PRIVATE LIMITED (“Material Subsidiary”) UNDER THE APPLICABLE INDIRECT TAX LAWS IN INDIA. Benefits available to Purple Style Labs Limited (formerly, Purple Style Labs Private Limited) (“the Company”), its shareholders and the Material Subsidiary, under the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, the Customs Act, 1962 and the Customs Tariff Act, 1975 as amended read with the rules and regulations under each of these statutes, the Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy 2023) (collectively referred to as “Indirect tax Regulations”) are as under: A. Special Indirect Tax Benefits Available to the Company The Company is engaged majorly in the business of providing services in technology, branding, marketing, sales and other value- added services for apparel and lifestyle brands of the products. The Company discharges GST on outward transactions wherever applicable and utilizes input tax credit for the purpose of discharging GST liability. The Company is also engaged in undertaking exports without payment of GST under a Letter of Undertaking (‘LUT’). Apart from the above, there is no special Indirect tax benefits available to the Company under the Indirect Tax Regulations. B. Special Indirect Tax Benefits Available to Material Subsidiary of the Company PSL Retail Private Limited is engaged in the business of retail of womenswear, menswear and other categories of products including jewelry, accessories and kids wear through its omnichannel platform comprising the online platforms in the name and style of Pernia’s Pop-Up Shop and physical experience centers, in the name and style of Pernia’s Pop-up Studios. The Material Subsidiary discharges GST on outward transactions wherever applicable and utilizes input tax credit for the purpose of discharging GST liability. The Material Subsidiary is also engaged in undertaking exports without payment of GST under a Letter of Undertaking (‘LUT’). Apart from the above, there is no special Indirect tax benefits available to the Material Subsidiary under the Indirect Tax Regulations. C. Special Indirect Tax Benefits Available to the Shareholders of the Company The shareholders of the Company are not required to discharge any GST on transaction in securities of the Company. Securities are excluded from the definition of Goods as defined u/s 2(52) of Central Goods and Securities Tax Act, 2017 as well as from the definition of Services as defined u/s 2(102) of the Central Goods and Services Tax Act, 2017. Apart from above, the shareholders of the Company are not eligible to special indirect tax benefits under the Indirect Tax Regulations. For and on behalf of Purple Style Labs Limited (formerly, Purple Style Labs Private Limited) Name: Abhishek Agarwal Designation: Whole-time director and Chief Executive Officer Place: Mumbai Date: 12 September 2025 127SECTION IV: ABOUT OUR COMPANY INDUSTRY OVERVIEW Unless otherwise indicated, industry and market data used in this section has been derived from the report titled “Luxury and Designer Wear Industry Report” dated September 22, 2025 (the “1Lattice Report”) prepared and released by Lattice Technologies Private Limited and exclusively commissioned and paid for by us in connection with the Issue, pursuant to an engagement letter dated April 1, 2025. A copy of the 1Lattice Report is available on the website of our Company at www.purplestylelabs.com/investor- relations and has also been included in “Material Contracts and Documents for Inspection –Material Documents” on page 412. The data included herein includes excerpts from the 1Lattice Report and may have been re-ordered by us for the purposes of the presentation. There are no parts, data or information (which may be relevant for the proposed Issue), that have been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant calendar year. For more information, see “Risk Factors — Certain sections of this Draft Red Herring Prospectus disclose information from the 1Lattice Report which has been prepared exclusively for the Issue and commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks” on page 45. Certain sections of this Draft Red Herring Prospectus disclose information from the 1Lattice Report which has been prepared exclusively for the Issue and commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks. References to various segments in the 1Lattice Report and information derived therefrom are references to industry segments and in accordance with the presentation, analysis and categorisation in the 1Lattice Report. Our segment reporting in our financial statements is based on the criteria set out in Ind AS 108, Operating Segments and we do not present such industry segments as operating segments. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant calendar year. 1. Overview of Global Economy 1.1. GDP and GDP Growth Global economy (GDP at current prices) was USD 110 trillion in CY 2024. Real GDP growth was 3.2% in CY 2024 and is estimated to rise marginally to 3.3% in CY 2025. Emerging economies and developing economies are expected to experience stable growth through CY 2025 and CY 2026, with regional differences. The global GDP is projected to reach USD 140 trillion by 2030. Figure 1-1: Global GDP at current price (USD trillion) and GDP growth (%) 160 8% 6.6% 140 6% 120 3.6% 3.2% 3.2% 3.3% 3.2% 3.1% 3.1% 4% 100 3.6% 3.3% 80 2.9% 2% 140 133 127 60 121 115 97 101 106 110 0% 86 88 86 40 -2.7% -2% 20 0 -4% 2018 2019 2020 2021 2022 2023 2024 2025E 2026P 2027P 2028P 2029P GDP Real GDP growth rate Source: IMF Note: E – Estimated P – Projected; All years refer to CY 1281.2. Outlook of GDP growth in key global economies Amid global geopolitical tension, trade wars, and tough market conditions, India continues to exhibit strong economic growth. The Indian economy remained the fastest-growing major economy in the world during CY 2024. The forecast GDP growth rate for India is the highest amongst the G20 nations, at an expected growth rate of 6.5% during CY 2025. Figure 1-2: Real GDP growth (%) comparison of major economies with world - 2024 7.0% 4.8% 2.8% 1.1% 0.0% India China USA UK Germany Source: IMF Table 1-1: Real GDP growth (%) comparison of major economies with world Country 2018 2019 2020 2021 2022 2023 2024 2025E 2029P India 6.5% 3.9% -5.8% 9.7% 7.0% 8.2% 7.0% 6.5% 6.5% China 6.7% 6.0% 2.2% 8.4% 3.0% 5.2% 4.8% 4.5% 3.3% USA 3.0% 2.6% -2.2% 6.1% 2.5% 2.9% 2.8% 2.2% 2.1% UK 1.4% 1.6% -10.3% 8.6% 4.8% 0.3% 1.1% 1.5% 1.3% Germany 1.1% 1.0% -4.1% 3.7% 1.4% -0.3% 0.0% 0.8% 0.7% Source: IMF Note: E – Estimated P – Projected; All years refer to CY 1.3. Difference between Emerging and Developed Markets Emerging markets and developing economies continue to exhibit higher growth rates compared to advanced economies, albeit with a gradual moderation over the forecast period (CY 2024–CY 2029). The average real GDP growth rate for emerging markets is approximately 4.2% in CY 2024 gradually declining to 3.9% by CY 2029. In contrast, advanced economies are projected to maintain a relatively stable but lower growth trajectory of approximately 1.8% in CY 2024 tapering to 1.7% from CY 2027 onwards. This divergence underscores the structural advantages of emerging markets, including favourable demographics, urbanization, rising middle-class consumption, and increasing digital adoption, compared to the more mature and slower-growing economies of developed nations. Table 1-2: Real GDP growth (%) comparison of emerging markets and developed economies, advanced economies and world Economy 2018 2019 2020 2021 2022 2023 2024 2025P 2026P 2027P 2028P 2029P Emerging & 4.7% 3.7% -1.8% 7.0% 4.0% 4.4% 4.2% 4.2% 4.2% 4.0% 3.9% 3.9% developed Advanced 2.3% 1.9% -4.0% 6.0% 2.9% 1.7% 1.8% 1.8% 1.8% 1.7% 1.7% 1.7% World 3.6% 2.9% -2.7% 6.6% 3.6% 3.3% 3.2% 3.2% 3.3% 3.2% 3.1% 3.1% Source: IMF Note: Emerging and developing economies include India, Brazil, China, etc.; Advanced economies include United States, United Kingdom, Germany, France, Japan, Australia, etc.; All years refer to CY 1291.4. Global Disposable Income per Capita Figure 1-3: Compounded annual growth rate of disposable income per capita of key economies (2019-2024) 6.0% 6.0% 5.0% 4.0% 4.0% 4.0% 3.0% 3.0% 3.0% -4.0% USA India China World Australia UK Germany France Brazil Japan Source: IMF Disposable income per capita has shown a steady increase globally, with advanced economies maintaining higher income levels, while emerging markets are experiencing faster growth. Between CY 2019-2024, advanced economies such as the United States, United Kingdom, France, Japan, and Australia have recorded moderate growth, with the U.S. leading USD 86,601 in CY 2024 (6%). However, Japan has seen a decline (-4%), reflecting economic stagnation and demographic challenges. In contrast, emerging economies like China, India, and Brazil are witnessing stronger income growth, albeit from a lower base. India stands out with the fastest growth rate, recording a 6% CAGR, driven by rapid economic expansion and rising middle-class consumption. Its disposable income per capita has reached to approximately USD 2,698 in CY 2024. The widening gap in disposable incomes between advanced and emerging economies is gradually narrowing, reinforcing the growing influence of emerging markets in global consumption trends. Table 1-3: Disposable income per capita of key economies (Current Prices USD) Country 2019 2020 2021 2022 2023 2024 CAGR USA 65,561 64,462 71,258 77,980 82,715 86,601 6% India 2,050 1,916 2,250 2,366 2,497 2,698 6% China 10,170 10,525 12,572 12,643 12,597 12,969 5% Australia 54,391 53,250 64,352 65,514 64,547 65,966 4% UK 42,713 40,231 46,731 46,103 49,648 52,423 4% World 11,530 11,126 12,566 12,976 13,400 13,898 4% Germany 47,629 47,342 52,301 49,725 53,565 55,521 3% France 41,831 40,537 45,316 42,581 46,305 48,012 3% Brazil 9,011 7,057 7,952 9,256 10,268 10,296 3% Japan 40,548 40,160 40,161 34,158 33,899 32,859 -4% Source: IMF Note: All years refer to CY 1.5. Emerging Economies Thrive on Youth-Driven Growth and Market Expansion Emerging economies, particularly India and Brazil, benefit from a younger population, with median ages of 29.8 and 35.1 years, respectively. India, the youngest among major economies, is well-positioned to leverage its expanding workforce, rising disposable incomes, and increasing consumer demand. Meanwhile, China (40.2 years) is experiencing a demographic shift toward an aging population, which may impact its long-term labour market dynamics. In contrast, advanced economies like Japan (49.9 years), Germany (46.8 years), and France (42.6 years) are grappling with aging populations, leading to slower labour force growth and higher dependency ratios, posing challenges to future economic expansion. This demographic edge makes emerging markets high-growth consumer hubs, where rising incomes, digital adoption, and evolving preferences continue to drive sustained economic growth and market opportunities. 130Figure 1-4 : Median age of key global economies (CY 2024) 49.9 46.8 42.6 40.8 40.2 38.9 38.1 35.1 29.8 Japan Germany France UK China USA Australia Brazil India Source: World Population Review 1.6. Private Final Consumption Expenditure PFCE, which includes spending on goods (such as food, lifestyle, home essentials, and pharmaceuticals) and services (such as education, healthcare, and food services), plays a critical role in sustaining economic momentum. Global private final consumption expenditure (PFCE) has witnessed steady growth, reaching USD 60 trillion in CY 2023, up from USD 49 trillion in CY 2018, reflecting a CAGR of 4%. Emerging economies, including India and China, continue to witness strong PFCE growth, driven by rising incomes and expanding middle-class populations. The United States leads in absolute PFCE, reaching USD 18.8 trillion in CY 2023 with a 6% CAGR, underscoring its consumer- driven economy. India’s PFCE stood at USD 2.2 trillion, accounting for 60% of GDP, highlighting its growing domestic demand and reinforcing its position as a consumption-driven economy. China recorded higher absolute consumption at USD 7.0 trillion, but with a lower share of GDP (39%), reflecting its reliance on investment-led growth and exports. Meanwhile, Japan has seen a decline in PFCE due to demographic challenges, impacting its consumption-driven expansion. Table 1-4: Total private final consumption expenditure for key economies (Current Prices USD trillion) Country 2018 2019 2020 2021 2022 2023 CAGR % of GDP 2019 2022 2023 USA 13.9 14.4 14.2 16.1 17.7 18.8 6% 67% 68% 68% India 1.6 1.7 1.6 1.9 2 2.2 6% 61% 61% 60% China 5.4 5.6 5.6 6.8 6.7 7 5% 39% 37% 39% Australia 0.8 0.8 0.7 0.8 0.8 0.9 2% 54% 49% 50% Germany 2.1 2 2 2.1 2.1 2.3 2% 51% 50% 50% UK 1.9 1.8 1.6 1.9 1.9 2.1 2% 64% 61% 61% France 1.5 1.5 1.4 1.6 1.5 1.6 2% 54% 53% 53% Brazil 1.2 1.2 0.9 1 1.2 1.4 2% 65% 63% 63% Japan 2.8 2.8 2.7 2.7 2.4 NA -4% 55% 56% - Source: World Bank Note: All years refer to CY (The remainder of this page has been intentionally left blank) 1311.7. Global Luxury Market Figure 1-5: Global luxury market (USD billion) 1,910-,1,990 1,700 1,162 2020 2024 2028 Source: 1Lattice analysis The global luxury market reached USD 1,700 billion in CY 2024, growing at a CAGR of 10% from USD 1,162 billion in CY 2020. This growth is driven by rising incomes, a growing number of aspirational consumers, and increasing demand for digital and experience-led luxury products across various categories. Consumers also engaged in ‘revenge shopping,’ spending more generously on luxury products and experiences to make up for time and opportunities lost during the pandemic. However, the market is expected to slow down and increase at a CAGR of 3%-4% to reach USD 1,910-1,990 billion by CY 2028, as macroeconomic headwinds weigh on discretionary spending and earlier price-driven growth makes volume-led momentum harder to sustain. Figure 1-6: Region wise share of Global luxury market (2024) 4% 35% 31% USD 1,700 billion 30% APAC including Japan Americas Europe RoW Source: 1Lattice analysis From CY 2020 to CY 2024, the global luxury market in the APAC region witnessed strong growth, with China consistently accounting for 20–25% of global luxury sales. In the Americas, the United States remained the dominant market, contributing the largest share to the region’s luxury revenues. 1321.8. Evolution of Global Luxury Brands The global luxury market has seen steady growth, supported by rising incomes, greater digital engagement, and evolving consumer tastes. Many luxury brands have been able to scale by drawing on their legacy, maintaining a sense of exclusivity, and gradually introducing innovation that resonates across different markets. With growing interest from emerging economies and an increasing preference for digital-first retail experiences, brands are broadening their reach through a combination of physical stores, online channels, and select partnerships. By aligning with local preferences while preserving their core identity, they are managing to strike a thoughtful balance between reach and refinement. In recent years, luxury retail has continued to expand, particularly in regions such as North America, Europe and UK and Singapore. The demand for high-quality fashion and lifestyle products has grown steadily, reflecting a deeper appreciation for craftsmanship and curated experiences. Further, these are particularly attractive destinations, due to their established luxury markets and high purchasing power. These regions have significant populations of overseas Indians with 35% of them residing in these locations. Table 1-5: Global luxury brands revenue and EBITDA margin Company Indicative Brands Revenue (USD Mn) CAGR EBITDA Margin FY FY FY 2024 FY FY FY FY FY 2019 2022 19- 22- 2019 2022 2024 22 24 LVMH Louis Vuitton, Tiffany & Co. 62,794 92,664 99,099 14% 3% 21% 27% 22% Essilor Ray-Ban, Persol 20,241 28,665 31,005 12% 4% 16% 17% 16% Luxottica Richemont Cartier, Van Cleef & Arpels 16,367 22,442 24,102 11% 4% 14% 18% 23% Kering Gucci, Bottega Veneta 17,997 23,868 20,124 10% -8% 39% 26% 27% Hermès Hermès 8,053 13,572 17,784 19% 14% 34% 40% 40% Prada Prada, Miu Miu 3,744 4,914 6,353 9% 14% 10% 18% 23% Moncler Moncler, Stone Island 1,904 3,042 3,636 17% 9% 30% 30% 29% Source: Company Websites Note: 1 EUR = 1.17 USD Global luxury brands have effectively scaled by leveraging two core strategies: geographic diversification and product category expansion. (The remainder of this page has been intentionally left blank) 133LVMH – Global expansion with Diversification LVMH, with EUR 84.7 billion in FY 2024 revenue and 6,307 global stores, LVMH continues to lead the luxury sector. Its success is driven by a diversified brand portfolio across fashion, jewellery, cosmetics, and spirits, along with a strategic balance between heritage and modernity. By expanding into key markets such as China, India, and the Middle East through acquisitions, flagship stores, and digital transformation, LVMH has sustained steady global growth while maintaining exclusivity. Strong supply chain management further strengthens its position in the industry. Figure 1-7: Revenue share (%) of LVMH group by geographic region of delivery (FY 2024) 8% 9% 28% 13% USD 99 billion 17% 25% Rest of Asia United States Rest of Europe Other Markets Japan France Source: LVMH Annual Report Note: FY ended 31st December 2024 Figure 1-8: Revenue share (%) of LVMH group by business function (FY 2024) 7% 10% 12% USD 99 billion 48% 23% Fashion & Leather goods Selective retailing & Other activities Watches & Jewellery Perfumes & Cosmetics Wines & Spirits Source: LVMH Annual Report Note: FY ended 31st December 2024 134Kering Group – Strategic Brand Transformation and Exclusivity Kering, with EUR 17.1 billion in revenue in FY 2024, driven by a focused portfolio of high-margin luxury brands such as Gucci, Saint Laurent, Balenciaga, and Bottega Veneta. Unlike mass expansion strategies, Kering emphasizes strategic brand transformation and exclusivity, ensuring controlled growth while maintaining desirability. By revitalizing heritage brands through bold creative direction and premiumization, the group has strengthened its positioning in the ultra-luxury segment. Leveraging data-driven consumer insights, selective acquisitions, and a measured retail expansion strategy, Kering continues to scale its brands while enhancing profitability. Figure 1-9: Kering group’s FY 2024 store distribution and revenue share (EUR billion) 80% FYF Y2 022042 4R eRveevneuneu:e -: U- ESDU R20 1.17 .b1i lbliiollnio n Total stores – 1,813 70% 60% 50% 30% 40% 30% 29% 24% 20% 39% 8% 9% 10% 21% 18% 13% 9% 0% Asia Pacific Western Europe North America Japan RoW Number of stores % Revenue % Source: Kering Group Annual Report Note: FY ended 31st December 2024; Values in circle indicate revenue contribution Figure 1-10: Kering group’s revenue mix by brands for FY 2024 10% 11% 44% USD 20.1 billion 17% 18% Gucci Other Houses Yves Saint Laurent Kering Eyewear and Corporate Bottega Veneta Source: Kering Group Annual Report Note: FY ended 31st December 2024 This combination of geographic breadth and category depth has allowed luxury brands to sustain growth, adapt to market shifts, and engage a broad spectrum of consumers while preserving their premium positioning. 1351.9. Increasing popularity of Indian culture The growing purchasing power of the overseas Indian community is complemented by the growing global acceptance of Indian culture across fashion, entertainment, and luxury markets. Indian aesthetics, craftsmanship, and traditions are gaining prominence in high fashion, Hollywood, luxury hospitality, and fine jewellery, shaping consumer preferences beyond the Indian community. Fashion & Luxury: Major global brands are collaborating with Indian designers—H&M partnered with Sabyasachi, and Rahul Mishra showcased at Paris Haute Couture Week. Additionally, Indian wedding wear is highly sought after by both Indian Americans and non-Indians for weddings. Indian luxury fashion has gained significant global recognition, driven by the growing international presence of Indian weddings. As Indian weddings become grand, multicultural celebrations hosted across the world, there is rising demand for high-quality, authentic Indian designer-wear. This globalization of Indian wedding traditions has positioned luxury Indian wedding and occasion wear as highly desirable in key international markets such as the US, UK, Middle East, and Australia, driven by both the Indian diaspora and a broader global audience drawn to the richness and vibrancy of Indian celebrations. (For illustrative purposes only) Indian wedding wear styles are being adopted on a global level Source: Secondary research Source: Secondary research Jewellery: Indian jewellery is gaining global attention for its intricate design and cultural depth. From Vogue spreads to red carpet moments, pieces inspired by traditional Indian craftsmanship are being embraced by celebrities like Beyoncé and Rihanna. Luxury designers such as Sabyasachi are leading the way, with collections featured at top-tier global retailers like Bergdorf Goodman. Food & Dining: Indian cuisine has moved beyond niche restaurants, with Michelin-starred Indian restaurants like Gaggan Anand and Dhamaka gaining global recognition. Chains like Curry Up Now and Biryani Bol are expanding across the U.S. Entertainment & Pop Culture: Indian storytelling and talent are making a significant impact in global entertainment. Films like RRR have gained mainstream success, while Indian actors, including Priyanka Chopra, Mindy Kaling, and Dev Patel, are securing major roles in Hollywood. Additionally, the growing presence of Indian festivals such as Diwali in public and corporate spaces, including the White House, reflects increasing cultural integration. Wellness & Lifestyle: Traditional Indian wellness practices such as Yoga and Ayurveda have gained widespread popularity in the U.S., with consumers embracing these practices for health, mindfulness, and holistic well-being. Sports & Cricket’s Rising Popularity: Cricket, traditionally a dominant sport in India, is gaining traction in the U.S. with the launch of Major League Cricket (MLC) in 2023. Backed by Indian investors and attracting American interest, the league marks an important step in the sport’s expansion into new markets. Table 1-6: Global presence of Indian brands Category Brand Country’s Present In Number of International Stores Jewellery Tanishq USA, UAE, Qatar, Singapore 21 Home Jaipur Rugs UK, Singapore, UAE, Italy 4 Apparel Anita Dongre USA, UAE, Mauritius 3 Apparel Sabyasachi USA 1 Apparel Pernia's Pop-Up Shop UK 1 Apparel Manish Malhotra UAE 1 Source: 1Lattice Analysis 1362. Overview of Indian Economy 2.1. Macro-economic Overview India, the world’s fifth-largest economy as per GDP, has demonstrated strong economic resilience, with a GDP of ₹ 173.8 trillion at constant prices in FY 2024. Real GDP is to reach approximately ₹ 187.9 trillion in FY 2025, driven by robust domestic and external demand. Key sectors agriculture, benefiting from favourable monsoon conditions and increased rural demand, infrastructure, driven by heightened government spending on urban development, manufacturing, supported by strengthening domestic demand, lower input costs, and a conducive policy environment are positioning India to bolster its GDP and overall economic growth. The country’s GDP has maintained a steady upward trajectory, rising from ₹ 131 trillion in FY 2018 to NR 187.9 trillion in FY 2025. After a contraction of -5.8% in 2021, the economy rebounded with 9.7% growth in FY 2022, and growth has since stabilized at 7- 8%, reinforcing India's status as one of the fastest-growing major economies. India remains one of the fastest-growing major economies, with real GDP projected to grow at a steady ~6.5% annually from CY 2025 to CY 2029, outpacing both advanced and emerging market peers. Figure 2-1: India’s real GDP (₹ trillion) and GDP growth (%) 200 15% 9.7% 8.2% 180 6.8% 6.5% 7.0% 6.5% 10% 3.9% 160 5% 188 140 0% 174 161 120 140 145 -5 1. 38 7% 150 -5% 131 100 -10% 2018 2019 2020 2021 2022 2023 2024 2025P GDP (lakh crores) GDP Growth Rate(%) Source: RBI Note: All years refer to FY 2.2. Increasing Per-capita Income India’s per capita gross national income (GNI) has seen strong growth in recent years, reaching ₹ 1,92,201 in FY 2023, from ₹ 1,28,718 in FY 2018, reflecting a CAGR of 8.3%. This rise in per capita GNI highlights India’s accelerating economic growth and improved living standards, indicating stronger national income and increased purchasing power. As GNI continues to grow, it supports higher consumer spending, investment, and overall economic expansion, while signalling progress in raising the quality of life for a larger portion of the population. Figure 2-2: India’s GNI per capita (Current Prices ₹ thousand) and YoY growth (%) 250 20% 17.9% 200 15% 12.1% 12.5% 11.4% 11.1% 150 9.7% 9.1% 10.4% 9.8% 9.5% 10% 100 5.4% 192 213 5% 170 141 148 145 129 50 80 89 97 106 117 0% -2.7% 0 -5% 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 GNI per capita YoY Growth(%) Source: MOSPI Note: All years refer to FY 1372.3. Socio-economic Break-up of Indian households Between FY 2016-2021, India witnessed considerable growth, especially among households earning between ₹ 1,500,000-3,000,000 on annually, which grew at a rate of 6.4% per year. Households earning between ₹ 500,000-1,500,000 also experienced a growth of 4.8%. Notably, the income group earning over ₹ 20,000,000 annually grew by 11.3% per year, the fastest amongst all income groups, rising from 1.06 million households in 2015-16 to 1.81 million in 2021. Overall, households earning over ₹ 3,000,000 increased from 7 million in 2015-16 to 11 million in 2020-21. This trend signals a positive structural shift in India’s economy, with a growing affluent and middle-income population. The expansion of the middle-income group reflects a deeper integration of more people into higher income brackets. Furthermore, the reduction in lower-income households indicates substantial progress in poverty alleviation, pointing to an overall improvement in living standards. Table 2-1: Income-wise break-up of total households in India (Number of households) Income Class Number of Households (‘000) Growth (%) (₹ ‘000) FY 2016 FY 2021 FY 2031P 2016-21 2021-31P Luxury >20 thousand 1,057 1,807 9,096 11.3% 17.5% 10 thousand-20 1,495 2,431 9,266 10.2% 14.3% thousand Bridge to Luxury 5 thousand-10 2,024 3,171 9,299 9.4% 11.4% thousand Premium 3 thousand-5 2,286 3,263 7,494 7.4% 8.7% thousand 1,500-3 thousand 10,117 13,799 29,423 6.4% 7.9% Mass to Premium 500-1,500 61,140 77,128 1,35,629 4.8% 5.8% 125-500 1,55,984 1,60,792 1,36,171 0.6% -1.6% <125 46,474 45,171 19,905 -0.6% -7.9% Total 2,80,576 3,07,563 3,56,283 1.9% 1.5% Source: ICE 360 Surveys (2016 and 2021), PRICE 2.4. Increasing Per Capita Private Final Consumption Expenditure Table 2-2: Per capita PFCE at constant and current price with % change (Values in ₹) FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Per Capita PFCE at current price 76,379 84,441 91,315 89,496 1,05,092 1,19,516 1,29,967 Per Capita PFCE at constant price 55,789 59,159 61,568 57,691 63,807 67,423 71,016 Real Per Capita PFCE (% change Y-o-Y) 5.0% 6.0% 4.1% -6.3% 10.6% 6.4% 4.6% Source: MOSPI Private Final Consumption Expenditure (PFCE) in India serves as a critical indicator of household spending patterns and economic well-being. PFCE has grown steadily over the years, moving from ₹ 76,379 in FY 2018 to ₹ 1,29,967 in FY 2024 at current prices. While the yearly growth rates have fluctuated, overall consumer spending has increased during this period. However, when adjusted for inflation to reflect constant prices, the per capita PFCE figures present a clearer picture. As consumer spending continues to grow, the demand for high-end products, such as luxury cars, designer apparel, and premium electronics, is gaining momentum. This trend is further fuelled by the expanding aspirational middle class, which increasingly seeks to indulge in high-quality, status-symbol products. The economic recovery, combined with rising disposable incomes, is shifting consumer preferences towards premium goods, leading to a greater focus on quality and exclusivity. 2.5. Key Growth Drivers for Economy Increasing Working age Population India's population distribution has undergone a significant demographic shift, with a rising share of the working-age population (15- 64 years) and a declining proportion of the 0-14 age group. As of CY 2023, the working-age population accounted for 68% of the total, up from 62% in CY 2005, reflecting India's demographic dividend. At the same time, the proportion of elderly individuals (65 & above) has increased from 5% in CY 2005 to 7% in CY 2023, indicating that the population is gradually aging. This shift has led to a steady decline in India's dependency ratio, which has fallen from 75% in CY 1970 to 37% in CY 2023. The decline directly correlates with the expanding working-age population, as fewer dependents per worker create a window of opportunity for 138accelerated economic growth. However, realizing the full potential of this demographic advantage requires strategic investments in employment generation, skill development, healthcare, and social security to ensure a productive and sustainable workforce. Figure 2-3: India’s population distribution, by age (%) 5% 5% 5% 6% 7% 62% 64% 66% 67% 68% 34% 31% 29% 26% 25% 2005 2010 2015 2020 2023 0-14 15-64 65 & above Source: World Bank Note: Years are in CY Figure 2-4: Dependency ratio (%) 72% 75% 71% 67% 59% 54% 49% 44% 39% 37% 1960 1970 1980 1990 2000 2005 2010 2015 2020 2023 Source: World Bank Note: Years are in CY Urbanization India’s urbanization is reshaping its workforce, driving a shift from low-productivity sectors like agriculture to higher-productivity sectors such as services and industry. This transition is fuelled by better economic opportunities, industrialization, and infrastructure development in urban areas. The urban population has grown from 435 million in CY 2015 to 528 million in CY 2024, with its share of the total population rising from 32.7% to 36.6%. Figure 2-5: India’s urban population (Million) and urban population as a percentage of total population (%) 50% 600 32.7% 33.2% 33.6% 34.0% 34.5% 34.9% 35.4% 35.9% 36.4% 36.6% 36.9% 38.3% 40% 400 30% 200 5 3 4 6 4 4 7 5 4 8 6 4 9 7 4 0 9 4 1 0 5 1 1 5 3 2 5 8 2 5 4 3 5 3 6 5 12 00 %% 0 0% 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025E 2030P Urban Population Urban Population (% of total population) Source: World Bank Note: Years are in CY 139Women in Workforce Increasing female workforce participation is boosting economic productivity and reshaping consumption patterns. In India, women in the labour force rose from 28% in CY 2018 to 35% in CY 2024, driven by reduced barriers and initiatives by the government and private sector. This growth has led to more dual-income households, higher discretionary spending, and greater demand for aspirational products combining quality and value. Figure 2-6: India’s total female population (15-64) by workforce participation 72% 72% 72% 70% 68% 66% 65% 28% 28% 28% 30% 32% 34% 35% 2018 2019 2020 2021 2022 2023 2024 In Workforce Not in Workfoce Source: World Bank Note: All years refer to CY FDI and Make in India Initiatives Foreign Direct Investment (FDI) and the “Make in India” initiative have been pivotal in accelerating India's economic growth. Launched in 2014, “Make in India” aims to transform the country into a global manufacturing hub by encouraging domestic production and reducing dependency on imports. It promotes investment in 25 key sectors including automobiles, electronics, textiles, and renewable energy. FDI complements this vision by bringing in much-needed capital, technology transfer, global best practices, and employment opportunities. The Indian government has liberalized FDI norms across several sectors, leading to record inflows and increased global confidence in India’s economic potential. Together, these initiatives have enhanced infrastructure development, improved ease of doing business, and spurred innovation, contributing significantly to GDP growth and job creation. (The remainder of this page has been intentionally left blank) 1402.6. Retail Market in India Figure 2-7: Indian retail market size in INR ’000 billion 156-160 106-110 67 2020 2025E 2030P Source: 1Lattice analysis, MOPSI Note: All years refer to FY The Indian retail market stands between ₹ 106 to 110 trillion in FY 2025 and has grown at a CAGR of 10% from ₹ 60 trillion in FY 2020. It is further projected to expand at a CAGR of 8% to reach ₹ 156 to 160 trillion in FY 2030. This growth is being fuelled by rising disposable incomes, an expanding middle class, and increasing urbanization across the country. Consumers are increasingly aspirational, digitally engaged, and conscious of brands and quality. The rapid rise of e-commerce, the spread of modern retail formats, and deeper brand penetration into Tier 1+ cities are also driving momentum. Furthermore, improvements in infrastructure, greater access to financing, and supportive government initiatives aimed at boosting retail and entrepreneurship are creating a more conducive environment for sustained growth across the sector. Figure 2-8: Indian retail market split by category, FY 2025 29% INR 106-110 trillion 61% 10% Food and non-alcoholic beverages Clothing and footwear Others Source: 1Lattice analysis, MOPSI The Indian retail market is dominated by food and non-alcoholic beverages, which account for 61% of the total market size. However, clothing and footwear, stand out as the second-largest retail segment, contributing 10% to the overall market. This highlights the growing importance of fashion and lifestyle categories in the Indian retail landscape, driven by rising disposable incomes, increasing 141brand consciousness, and a shift toward aspirational consumption. The remaining 29% is spread across other retail segments, indicating a diversified and expanding market beyond essentials. Figure 2-9: Indian apparel market size in ₹ ‘000 billion 14.2 9.5 5.6 2020 2025E 2030P Source: 1Lattice analysis The Indian apparel market is at ₹ 9.5 trillion in FY 2025, growing at a CAGR of 11% from ₹ 5.6 trillion in FY 2020. It is further projected to expand to ₹ 14.2 trillion by FY 2030, at a CAGR of 8%. This strong growth trajectory reflects evolving consumer lifestyles, increasing fashion consciousness, and the rising influence of global trends. As young, urban consumers seek greater self- expression through clothing, demand for diverse styles and premium offerings continues to rise. The market is also benefiting from the rapid spread of organized retail, greater digital penetration, and the growing popularity of direct-to-consumer brands. Additionally, the increased focus on sustainability and homegrown labels is reshaping the preferences of value-conscious yet aspirational Indian shoppers. Key Trends in Indian Apparel Market • Growing middle class and increasing disposable income: India's expanding middle class, with rising disposable incomes, is a key driver of the market. As incomes increase, consumers are more willing to spend on premium and fashionable clothing that reflects their social status and aspirations. Branded apparel, seen as stylish and premium, appeals to this growing segment, offering them a sense of sophistication and international appeal. • Shift from need-based to lifestyle-based shopping behaviour: Indian consumers are transitioning from purely need-based shopping to lifestyle-driven purchases. Branded apparel, often associated with aspirational living, is benefiting from this change. Consumers are increasingly choosing clothing that reflects their personality, aligns with fashion trends, and offers versatility for multiple occasions. This mindset is fuelling growth for the segment. • Demographic advantage: India's young population, with a significant portion under the age of 35, is a key driver for growth of the branded apparel market. Younger consumers tend to be more experimental, open to global fashion trends, and are more likely to adopt branded fashion. This consumer is not only fashion-conscious but also seeks out brands and clothing that offer them individuality and premium appeal, further propelling the market. • Increased exposure to global fashion through media and digital platforms: With the rise of social media, digital fashion platforms, and streaming services, Indian consumers are exposed to global fashion trends. Platforms like Instagram, Pinterest, and fashion influencers are making western styles more accessible and 142desirable. As consumers increasingly follow international celebrities and influencers, they are more inclined to emulate branded fashion choices, driving demand in this market segment. Figure 2-10: Indian apparel market split by gender, FY 2025 21% 42% INR 9.5 trillion 37% Men Women Kids Source: 1Lattice analysis Menswear holds the largest share of the Indian apparel market in FY 2025, accounting for 42%, followed by womenswear at 37% and kids wear at 21%. The high share of menswear can be attributed to sustained demand for professional and casual attire, alongside increased awareness of grooming and style among men. Womenswear represents a significant portion of the market, supported by rising disposable incomes, growing fashion consciousness, and increasing participation of women in the workforce. Kids wear, while smaller in comparison, reflects rising household spending and increasing exposure to branded and organized retail options. Figure 2-11: Indian apparel market – Premium, Bridge to luxury and Luxury, in ₹ billion 990 200 CAGR 10% 580 300 CAGR 11% 122 178 490 CAGR 12% 280 2025E 2030P Premium Bridge to Luxury Luxury Source: 1Lattice analysis Note: The overall luxury fashion market is defined with price offerings beyond ₹ 6 thousand in western wear and beyond ₹ 25 thousand in ethnic wear The Indian luxury apparel market is projected to grow at a CAGR of 11% from ₹ 580 billion in 2025 to ₹ 990 billion by 2030. Within this market, the premium segment forms the largest share, expected to grow at a CAGR of 12%, followed by the bridge-to- 143luxury and luxury segments, both growing steadily at 11% CAGR. This growth is being fuelled by increasing aspirations among affluent consumers, greater brand awareness, and exposure to global fashion trends. The rise of high-income households, expanding urban affluence, and a growing desire for exclusivity and experiential purchases are further driving the uptake of luxury fashion in India. Additionally, evolving consumer mindsets toward quality, craftsmanship, and status-driven purchases are helping position luxury and bridge-to-luxury brands as aspirational yet attainable. 2.7. Evolution of the Luxury Market in India Figure 2-12: Supply side evolution of Indian luxury retail Source: 1Lattice analysis The luxury fashion market in India is characterized by its fragmented nature, with numerous designer brands, franchisee of international brands and distributors operating independently. India’s luxury market has undergone a significant transformation over the past two decades, evolving through three distinct phases: Luxury for the Generational Elite (Pre-2010), The Lost Decade (2010– 2020), and Rejuvenation by Democratization (Post-2020). Each phase reflects shifting consumer dynamics, brand strategies, and market readiness. Phase 1: Pre-2010 – Luxury for the Generational Elite This era was marked by the arrival of legacy luxury brands such as Louis Vuitton, Chanel, Dior, and Gucci, catering primarily to India’s old-money elite. Their retail presence was limited, often confined to luxury hotels or select high-street locations in metros like Delhi and Mumbai. The market was highly niche, driven by affluent families accustomed to international travel and Western luxury. During this phase, most luxury consumption was aspirational and discreet, and brand visibility was low. The environment lacked modern luxury retail infrastructure, and regulatory barriers such as stringent FDI norms constrained direct brand entry. As a result, brands often entered through licensing or franchise arrangements, relying on local partners for distribution. Phase 2: 2010–2020 – The Lost Decade Macroeconomic disruptions such as demonetization in 2016, which temporarily curbed discretionary spending, and the implementation of the Goods and Services Tax (GST) in 2017, which introduced compliance complexities and impacted pricing dynamics, created significant headwinds for the luxury sector. Despite growing interest in luxury, the decade was characterized by moderate to stagnant growth. While brands such as Armani, Michael Kors, Coach, and Kate Spade entered the Indian market, many faced challenges in scaling or sustaining operations due to high import duties, operational constraints, limited consumer awareness, and low luxury penetration beyond Tier 1 cities. In response, several brands restructured, exited, or shifted to alternative operating models. This period became one of experimentation and recalibration, with domestic retail players like Le Mill and The Collective attempting to bring together premium labels under one roof to create differentiated retail experiences. 144Phase 3: Post 2020 – Rejuvenation by Democratization The post-pandemic years have triggered a resurgence of the luxury market, marked by rapid corporatization, digital adoption, and the rise of accessible luxury. Brands are now targeting a broader base of affluent consumers, driven by increasing disposable income, aspirational spending, and lifestyle evolution, even in Tier 2 and 3 cities. A key driver of growth in this phase is the corporatization of luxury. Indian business houses are backing both homegrown designers and global brands, helping them scale through structured retail and strategic investments. They’ve partnered with designers like Sabyasachi, Tarun Tahiliani, and Manish Malhotra to expand into ready-to-wear and affordable luxury. At the same time, they’ve brought international names like Balenciaga, Tiffany & Co., and Pret A Manger to India, providing global brands with strong local market access. 2.8. Growth of Luxury Market in India Figure 2-13: Indian Luxury market in ₹ billion 2,314 156 176 153 226 1,350 78 98 96 127 699 1,603 43 50 59 61 952 486 2020 2025 2030P Experiential & Lifestyle Luxury Apparel & Footwear Jewellery Accessories Beauty Source: 1Lattice analysis Note: All years refer to FY; 1 USD = ₹ 86.97 as on 19 August 2025 Note: Experiential & Lifestyle Luxury includes luxury cars, wedding services, home and living solutions, hotels and foodservices, auction house and others. Note: Luxury range for Handbags > ₹ 50 thousand; Footwear > ₹ 25 thousand; Apparel > ₹ 10 thousand; Automotives> ₹ 5 million; Watches > ₹ 200,000; Eyewear > ₹ 25 thousand; Jewellery > ₹ 500,000; Makeup > ₹ 2.5 thousand; Bath & Body > ₹7.5 thousand; Whiskey > ₹ 5 thousand. India’s luxury market is valued at ₹ 1,350 billion in FY 2025, growing at a CAGR of 14% from ₹ 699 billion in FY 2020. It is further expected to expand to ₹ 2,314 billion by FY 2030, at a CAGR of 11%. The sector is undergoing a significant transformation, driven by rising income levels and the evolving aspirations of the country’s middle and upper classes. Luxury brands, synonymous with exclusivity, fine craftsmanship, and immersive experiences, are increasingly resonating with consumers who prioritize experience-led, premium purchases. Market growth is being fuelled by a combination of structural developments and shifting consumer preferences. Expansion Of Luxury Brands to Tier 1+ Cities India’s luxury market continues to be concentrated in its major metropolitan hubs, with Delhi NCR, Greater Mumbai, Bangalore, Chennai, and Hyderabad accounting for 65–70% of the total market in FY 2020, moderating to around 60–65% by FY 2025. These cities have long been the epicentres of luxury consumption, supported by mature retail infrastructure, high-income consumer bases, and established brand presence. However, the landscape is gradually shifting. The share of mini metros and Tier 1+ cities is to increase from 30–35% in FY 2020 to 35–40% by FY 2025. While mini metros are contributing, the primary driver of this growth is Tier 1+ cities, emerging urban centres witnessing rising disposable incomes and lifestyle aspirations. This shift is being accelerated by the influence of social media and digital platforms, which have played a pivotal role in shaping consumer aspirations beyond the metros. The impact is particularly visible in discretionary categories such as jewellery and 145automobiles, which not only signal the appetite for luxury consumption in new markets but also set the pace for other categories. Supporting this demand, the rollout of modern malls and premium high-street developments in Tier 1+ cities has created the physical infrastructure needed for luxury brands to establish a strong and sustainable retail presence. Figure 2-14: Luxury market split by region, in ₹ billion 699 1,350 30%-35% 35%-40% 65%-70% 60%-65% 2020 2025E Metros and mega cities Mini metros and Tier 1+ Source: 1Lattice analysis Note: Metros and mega cities include Delhi NCR, Greater Mumbai, Bangalore, Chennai and Hyderabad Table 2-3: Luxury brands presence by city segments Industry Brand Metro Mini Metro Tier 1 Tier 2+ Total City Presence Total Stores Automobile Mercedes 2 6 26 12 46 103 Audi 2 6 19 10 37 60 BMW 2 6 21 6 35 65 Apparel The White Crow 1 3 7 1 12 12 The Collective 2 6 3 1 12 25 Source: 1Lattice analysis Note: Metro – Delhi NCR and Greater Mumbai; Mini Metro – Bangalore, Kolkata, Chennai, Hyderabad, Ahmedabad and Pune; Tier 1 – Cities with population in the range of 1 to 5 Million; Tier 2+ – Cities with population less than 1 Million. (The remainder of this page has been intentionally left blank) 146Modern Retail Infrastructure Driving Luxury Growth India’s luxury market has seen a notable boost from the rapid expansion of modern retail infrastructure. The emergence of high-end malls is creating the ideal setting for premium brands to offer curated luxury experiences. These upscale retail environments deliver elevated experiences, customized services, and a backdrop that meets global luxury benchmarks. Alongside enhanced brand visibility and positioning, modern formats support personalized service and stronger customer engagement. This retail transformation is crucial in shaping aspirational lifestyles, strengthening brand perception, and fuelling long-term growth in India's luxury segment. Table 2-4: Key malls and high-street locations across cities for luxury shopping City Key malls and highstreets • DLF Emporio, Vasant Kunj Delhi • The Chanakya, Delhi • Mehrauli • Jio World, Bandra • Palladium Mall, Lower Parel Mumbai • Kala Ghoda • Juhu Tara • UB City Bangalore • Commercial Street • Jayanagar • Palladium Mall, Velachery Chennai • Nungambakkam • Banjara Hills Hyderabad • Jubilee Hills • Quest Mall, Park Circus Kolkata • Elgin Road Source: 1Lattice analysis (The remainder of this page has been intentionally left blank) 147Presence And Performance of Key Luxury and Bridge to Luxury Players Table 2-5: Revenue (₹ million) for luxury and bridge to luxury players Retailer Brand Category FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 CAGR Louis Vuitton Single Multi 2,860 3,180 5,390 7,190 8,120 30% Pernia's Pop-Up Shop Multi Multi 450 450 1,750 3,720 5,080 83% Sabyasachi Single Multi 2,740 3,010 2,300 3,440 4,580 14% Gucci Single Multi 1,470 1,370 2,400 3,020 3,210 22% Aza Fashions Multi Multi 1,000 620 1,200 1,910 2,480 26% Ogaan Multi Multi 920 650 1,330 1,940 2,290 20% Frontier Raas Single Single 1,510 820 1,400 1,950 2,070 8% Ensemble Multi Multi 570 280 610 940 N/A 18% Source: MCA Note: Comparative figures for FY 2025 have not been included as they were not available for the entities covered in this report at the time of publication Pernia’s Pop-Up Shop is one of the largest and fastest growing multi-brand luxury omni-channel fashion platform in India in terms of revenue in FY 2024, serving customers in India and abroad. Its extensive network of its designer relationships, creates a competitive advantage that is difficult for new entrants to replicate, thereby posing a significant barrier to entry. Table 2-6: Store growth of luxury and bridge to luxury players Industry Retailer Year of FY 2021 FY 2022 FY 2023 FY 2024 Current Entry/Establishment Apparel Pernia's Pop-Up Shop 2012 9 10 12 13 14 Apparel Ogaan 1989 9 9 10 12 13 Apparel Frontier Raas 1954 4 5 7 11 12 Apparel Aza Fashions 2004 4 6 7 11 11 Apparel Sabyasachi 1999 3 4 5 6 6 Apparel Ensemble 1987 4 4 5 6 6 Apparel Gucci 2007 4 4 4 4 4 (Luxury Goods Retail Pvt Ltd) Apparel Louis Vuitton 2003 3 3 3 3 3 Source: 1Lattice analysis Note: Current is as on 10th April 2025 (The remainder of this page has been intentionally left blank) 1483. Wedding & Festive Market of India 3.1. Overview of Weddings and Occasions in India Weddings in India are a grand affair, deeply rooted in traditions and cultural significance. An estimated 8 million – 9 million weddings take place in India annually. Culturally, marriage remains a major life milestone, deeply embedded in Indian tradition and often driven by family expectations and social status. Weddings in India are deeply influenced by the Hindu calendar, making them a largely seasonal affair. Auspicious days, or "shubh muhurats," determined by Hindu astrology, play a crucial role in deciding wedding dates, as they are believed to bring prosperity and harmony to the couple’s married life. Families prefer to align ceremonies with these favourable dates, leading to clear seasonal trends. Nearly 50% of weddings take place between November and December, months that typically feature the highest concentration of auspicious days, while the remaining weddings are spread between January and July. This cultural preference creates predictable seasonal spikes in demand for venues, catering, fashion, and other wedding-related services, shaping the entire wedding economy around these spiritually significant dates. Table 3-1: Total number of auspicious days for wedding FY 2020 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 Q1 43 23 3 29 24 43 29 38 Q2 5 0 6 0 4 6 0 5 Q3 19 12 16 17 11 18 20 14 Q4 26 30 29 20 29 28 12 31 Total 93 65 54 66 68 95 61 88 Source: drikPanchang as on 31 March 2025 While auspicious dates determine when the main ceremony takes place, the celebrations themselves often extend well beyond a single day. Depending on regional customs, religious practices, and family preferences, celebrations can span anywhere from two to seven days. This extended timeline includes a host of pre-wedding, wedding, and post-wedding rituals, each demanding distinct attire, venues, and services. The richness and diversity of ceremonies vary not only by religion—Hindu, Muslim, Christian—but also by geography, with North Indian weddings often stretching over more days compared to those in the East or South. For instance, Hindu weddings in North India typically feature three to four days of events like Mehendi, Haldi, and Sangeet before the main ceremony, while South Indian weddings may include rituals like Mangala Snaanam and Pellikuturu over two to three days. This layered structure means that the total number of wedding-related celebration days significantly exceeds the actual muhurat dates, further amplifying the demand for fashion, venues, catering, and hospitality across a broader window of time. The wedding economy, therefore, thrives not just around the auspicious dates but throughout the elaborate celebratory journey that each wedding entails. Table 3-2: Wedding Functions and Wedding Wear in India across religions Hindu Muslim Christian North, Central and South India East India Across Across West India Days 3-4 2-3 1-2 1-2 1-2 Pre-marriage Mehendi, Haldi, Mangala Snaanam, Vridhi Poojas, Gaye Manhni, Engagement Ceremonies Engagement/ Pellikuturu Holud, Dodhi Mehendi Sangeet Mangai, Aiburo Bhaat Marriage Saat Pheras, Jaimala, Vratham, Kanya Shobho Drishti, Nikah Wedding Mass & Ceremonies Vidaai Dhaanam, Mala Badal, Saat Vows Maangalaya Paak Dharnam Post-marriage Muh Dikhai, Griha Pravesh, Bou Barant, Walima Reception Ceremonies Reception Reception Reception Source: Primary research, 1Lattice analysis (The remainder of this page has been intentionally left blank) 1493.2. Wedding and Occasion Wear Market Size Figure 1-3: Wedding and Occasion wear market of India (₹ trillion) 3.4 0.7 1.8 0.3 1.0 2.6 0.2 1.5 0.8 2020 2025 2030P Wedding wear Occasion wear Source: 1Lattice analysis The Indian wedding and occasion wear market is ₹1,800 billion in FY 2025, having grown at a CAGR of 12% from FY 2020 to FY 2025. This upward trajectory is expected to continue, with the market projected to grow at 13% CAGR, reaching ₹3,400 billion by FY 2030. This growth will likely be driven by rising household affluence, increasing discretionary spending, a surge in demand for premium ethnic wear, and the enduring cultural significance of wedding and occasion wear in India. The market for Indian wedding and occasion wear is significantly driven by the immediate families of the bride and groom, as well as their close friends, all of whom play an active role in the festivities. Their involvement in multiple functions and their desire to dress for the occasion contribute substantially to the growing demand in this segment. Additionally, the frequent number of festivals and the rise in social gatherings throughout the year further amplify the need for celebration wear, making this a steadily growing and vibrant market. 150Figure 3-2: Top 10 cities by wedding and occasion wear market for FY 2025 (₹ billion) 6% 5.9% 107 106 1.8% 32 0.9% 0.8% 0.8% 0.8% 0.5% 0.4% 0.4% 17 15 15 15 9 8 7 .5% Delhi NCR Mumbai Bengaluru Ahmedabad Chennai Surat Kolkata Hyderabad Pune Jaipur Source: 1Lattice analysis Note: Values in circle indicate market share as a % of total wedding and occasion market; FY 2025 Wedding and occasion market - ₹ 1.8 trillion Top 20 cities in India account for 24% of the total wedding and occasion market for FY 2025 with Delhi NCR and Mumbai leading the way with 6 % and 5.9% market share respectively. Bengaluru follows as strong regional hub with considerable market potential. Cities such as Ahmedabad, Surat, Chennai, Kolkata, Hyderabad, and Pune are collectively driving the expansion of the category beyond the top metros, highlighting opportunities in emerging urban clusters. Meanwhile, Jaipur, though contributing a smaller share remains culturally significant due to its deep-rooted association with Indian weddings and continues to present strong potential for niche and heritage-driven brand positioning. 3.2.1 Market Segmentation by Branded and Unbranded Figure 3-3: Overall Indian wedding and occasion wear market segmentation by branded and unbranded (₹ trillion) 1.8 3.4 CAGR 16% 29% 33% CAGR 12% 71% 67% 2025 2030P Unbranded Branded Source: 1Lattice analysis 151The wedding and occasion wear market in India continues to be dominated by unbranded players. However, the branded segment is growing faster than the unbranded segment. This growth reflects a broader shift in consumer behaviour, where evolving expectations around quality, consistency, design, and shopping experience are driving demand for branded products. Consumers today are more brand and designer conscious, seeking trust, authenticity, and value, factors that branded players are well positioned to deliver. A key enabler of this shift is rising disposable income and an increasing propensity to spend on wedding wear, with consumers viewing such purchases as important lifestyle and social investments. On the other side, brands are actively responding by investing in product innovation, expanding their retail and digital presence, offering personalized services, and building aspirational narratives around their offerings. As a result, branded players are not only meeting current demand but also influencing how people shop, helping the market become more organized and focused on higher-quality, premium products. The branded segment is projected to grow at a CAGR of 16% between FY 2025 and FY 2030, increasing its share of the Indian wedding and occasion wear market from 29% to 33%. This growth is being led by both individual brands such as Tarun Tahiliani, Tasva, Manyavar, and Neeru’s, and multi-designer platforms such as Pernia’s Pop-Up Shop and Aza Fashions, which are catering to evolving consumer preferences with curated selections, omni-channel experiences, and global accessibility. 3.2.2 Market Segmentation by Price Figure 3-4: Overall Indian wedding and occasion wear market segmentation by price (₹ trillion) 1.8 3.4 CAGR 25% 5% 1 3359 6% 3.4 9% CAGR 21% 13% 32% CAGR 17% 38% 53% CAGR 7% 40% 2025 2030P Mass to Mid Mid to Premium Bridge to luxury Luxury Source: 1Lattice analysis Note: Segmentation based on prices of lehenga and sherwani offered. Prices of sarees have been considered for players that have limited lehenga and sherwani offering. Luxury – Lehenga > ₹ 200,000, Sherwani > ₹ 100,000; Bridge to Luxury – Lehenga: ₹ 50,000 – 200,000, Sherwani: ₹ 30,000 – 100,000; Mid to Premium: Lehenga – ₹ 15,000 – 50,000, Sherwani: ₹ 10,000 – 30,000; Mass to Mid: Lehenga < ₹ 15,000, Sherwani < ₹ 10,000. The Indian wedding and occasion wear market is undergoing a clear shift toward premiumization, as evident from the changing segmentation by price tiers between FY 2025 and FY 2030. The growing preference for higher-quality, experience-led weddings is accelerating the shift toward premium and luxury segments. This trend is driven by rising disposable incomes, evolving consumer aspirations, and a greater willingness to spend on milestone celebrations. The increasing entry of international brands into the Indian market and the wider availability of designer wear at accessible price points have further fuelled this shift, making luxury offerings more aspirational yet attainable. The luxury segment is projected to grow at the fastest pace, with a CAGR of 25%, nearly doubling its share from 5% in FY 2025 to 9% by FY 2030. The bridge-to-luxury segment is also expected to witness strong growth, expanding from 9% to 13% at a CAGR of 21%. Meanwhile, the mid-to-premium category is set to grow steadily at a CAGR of 17%, increasing its share from 32% to 38%. Although the mass-to-mid segment will continue to dominate in terms of overall share, its contribution is expected to decline from 53% to 40%, reflecting a more modest CAGR of 7%. 1523.2.3 Market Segmentation by Gender Figure 3-5: Overall Indian wedding and occasion wear market segmented by gender (₹ trillion) 25% -30% INR 1.8 trillion 70% -75% Female Male Source: 1Lattice analysis The Indian wedding and occasion wear market is dominated by womenswear, accounting for approximately 70%–75% of the total segment, valued at ₹ 1.3–1.4 trillion in FY 2025. This dominance is largely driven by the bride’s central role in traditional wedding ceremonies, which often demand multiple high-value, designer-led outfits across various functions. Similarly, in the occasion wear segment, women tend to invest in elaborate attire to mark cultural and religious celebrations, further amplifying demand. The category continues to expand, fuelled by rising aspirations for exclusivity, social media exposure, celebrity influence, and the desire for customized ensembles. In contrast, menswear comprises a smaller share of the wedding and occasion wear market, at ₹ 0.4–0.5 trillion or 25%–30%. However, it is witnessing steady growth as men increasingly seek personalized, premium, and occasion-specific attire. This shift is influenced by growing fashion awareness, evolving cultural norms, and a preference for curated looks across both weddings and festive occasions. Together, these trends signal a broader evolution in male occasion dressing, suggesting significant future growth potential in the segment. (The remainder of this page has been intentionally left blank) 1533.2.4 Market Segmentation by Offline and Online Channels Figure 3-6: Overall Indian wedding and occasion wear market segment by offline-online channels (₹ trillion) <5% INR 1.8 trillion >95% Offline Online Source: 1Lattice analysis The Indian wedding and occasion wear market is predominantly driven by offline retail, with over 95% of sales occurring through brick-and-mortar stores. Despite the emergence of online platforms, offline remains the preferred channel due to the nature of high- value, high-involvement purchases. For most brands, offline retail continues to be the dominant distribution channel, driven by key factors such as: • Experiential Shopping Preference: Consumers prioritize in-store experiences, including fabric selection, trial fittings, and personalized styling. • High-Value, High-Involvement Purchases: Wedding and occasion wear often involve significant financial investment, making in-person evaluation crucial. • Sizing, Alterations, and Customization Needs: Custom fittings, alterations, and bespoke tailoring services play a vital role in consumer decision-making. While online platforms contribute less than 5% of total sales, they are gradually gaining traction through specialized omnichannel retailers such as Pernia’s Pop-Up Shop and Aza Fashions, which cater to premium and designer ethnic wear. Key factors influencing online growth include: • Rising E-Commerce Adoption: Fashion marketplaces and brand-owned online stores are expanding their reach. • Digital Trial and Customization Solutions: AI-based size recommendations, virtual try-ons, and made-to-order services enhance the online shopping experience. • Access to Tier 2 and Tier 3 Markets: Online channels provide a wider assortment of brands to regions with limited offline retail presence. • Influence of Social Media and Digital Marketing: Brand engagement through social media, influencer marketing, and direct-to-consumer strategies is increasing online visibility. 1543.2.5 Key Players in the Indian Wedding and Occasion Wear Market Figure 3-7: Brand landscape across the Indian wedding and occasion wear market by price segmentation Source: 1Lattice analysis Table 3-3: EBO growth of major Indian designers/brands/MBOs Brand Year of Establishment FY204 Current4 Luxury Anita Dongre 1995 7 8 Sabyasachi 1999 5 6 Ensemble 1987 4 6 Pernia's Pop-Up Shop 2012 8 14 Tarun Tahiliani 1995 4 5 Bridge to Luxury Ogaan 1989 9 13 Frontier Raas 1954 3 12 Aza Fashions 2004 3 11 Kalki Fashion 2017 1 8 Mid to Premium Vedant Fashions1 2002 527 666 Ethnix2 2008 32 145 Tasva3 2021 3 68 Sai Silk Limited 2005 43 66 Nalli2 1928 29 46 Neeru’s2 1983 23 38 Mohanlal Sons 1881 11 37 Jaypore 2012 2 28 Koskii 2017 9 27 Source: Company websites Note: 1 – Current stores as of Q3 FY 2025; 2 – Store count taken from FY 2021; 3 – Store count taken from FY22 when Tasva opened its first store; 4 – Only EBO stores 155Table 3-4: EBO count of Luxury and Bridge to Luxury players in major cities Brand Mumbai Delhi Bangalore Chennai Kolkata Ahmedabad Pune Hyderabad Surat NCR Luxury Anita 2 3 - - 1 1 - 1 - Dongre Sabyasachi 1 1 - - 1 - - 2 - Ensemble 2 2 - - - 1 - 1 - Pernia's 3 3 1 1 1 1 - 1 1 Pop-Up Shop Tarun 1 1 1 - 1 - - 1 - Tahiliani Bridge Ogaan 2 8 - 1 1 - - 1 - to Frontier - 5 - - - - - 1 - Luxury Raas Aza 3 4 - - 1 1 - 1 1 Fashions Kalki 1 2 1 - - 1 - 1 1 Fashion Mid to Vedant 18 38 36 8 23 5 11 27 3 Premium Fashions Ethnix 8 14 5 2 4 6 2 5 1 Tasva 5 12 9 3 1 2 4 7 1 Sai Silk - - 9 5 - - - 21 - Limited Nalli 3 3 4 11 1 1 - 2 - Neeru’s 2 3 5 4 - - - 17 - Mohanlal - 14 2 - - - 2 - - Sons Jaypore 5 6 6 - - 1 2 - - Koskii - 5 11 3 - - 1 4 - Source: Company websites, 1Lattice analysis The Indian wedding and occasion wear market is organized across four distinct segments, Luxury, Bridge to Luxury, Mid to Premium, and Mass to Mid, each catering to different consumer groups and defined by varying price points and brand positioning. The Luxury segment is led by iconic designer labels such as Sabyasachi, Anita Dongre, and Tarun Tahiliani, known for their bespoke craftsmanship, exclusivity, and heritage-driven designs and multi designer platforms such as Ensemble and Pernia’s Pop-Up Shop. The Bridge to Luxury segment features a mix of premium designers and multi-designer platforms like Aza Fashions, Ogaan and Kalki Fashion, appealing to aspirational consumers seeking high-quality fashion with designer appeal. The Mid to Premium segment, comprises of well-established retail-driven brands like Manyavar, Tasva, Neeru’s, and Ethnix, which focus on scale, accessibility, and regional relevance. At the base lies the Mass to Mid segment, comprising brands such as, KLM ethnic fashion value and Vastramay, which serve price-sensitive consumers with entry-level occasion and wedding wear offerings. In parallel, the unorganised market continues to play a significant role, especially in the lower and mid-value segments. The market is large, culturally rooted, and highly fragmented, allowing multiple brands to thrive across segments. Its scale and diversity offer significant headroom for both established and emerging players to grow. (The remainder of this page has been intentionally left blank) 1563.2.6 Key Wedding and Occasion Wear Market Trends I. Demand side market trends i. Growing preference of designer-wear Consumers are increasingly shifting from single-brand boutiques to multi-designer retail platforms that offer greater variety, curation, and convenience. Earlier, designers largely operated through standalone stores or by-appointment studios, limiting their visibility and reach. The emergence of platforms like Pernia’s Pop-Up Shop, Ensemble, Ogaan and Aza Fashions has enabled individual designers to gain broader presence, both physically and digitally, by showcasing their collections alongside peers in highly curated environments. These platforms have become preferred destinations for wedding and occasion wear, especially among discerning shoppers seeking access to a range of designers under one roof. The multi-designer store format caters to the growing demand for curated looks, convenience, and flexibility, particularly among wedding shoppers assembling complete wardrobes for multiple events. Such platforms address key challenges faced by designer brands in the luxury fashion industry, particularly around visibility, distribution, and access to premium retail environments, and have increasingly established themselves as leading destinations for Indian designer brands. Table 3-5: Store growth of multi-designer retail platforms Brand Year of FY20 FY21 FY22 FY23 FY24 Current Establishment Pernia's Pop-Up Shop 2012 8 9 10 12 13 14 Ogaan 1989 9 9 10 12 12 13 Aza Fashions 2004 3 4 6 7 11 11 Ensemble 1987 4 4 4 5 6 6 Source: Company websites, 1Lattice analysis ii. Migration to metros for high-value occasion wear purchases There is a growing trend of affluent consumers from Tier 1 and 2 cities such as Surat, Indore, and Jaipur traveling to major metros like Mumbai, Delhi, or Bengaluru to make high-ticket wedding wear purchases. These cities offer access to a wider selection of luxury designers, flagship stores, and multi-designer boutiques, creating an elevated and aspirational shopping experience. Shoppers increasingly view wedding shopping as an event in itself, combining it with personalized styling, celebrity-designer access, and premium retail experiences that big cities uniquely provide. While occasion wear is often bought locally, consumers prefer big-city shopping for marquee wedding looks, viewing it as part of the overall celebration. iii. Rise of bespoke wedding wear and revival of traditional crafts India’s wedding wear industry is undergoing a transformative shift, driven by a growing demand for personalization, authenticity, and heritage craftsmanship. This has fuelled the revival of traditional Indian embroidery techniques like Zardozi, Chikankari, and Kalabatttu, along with heritage textile weaving such as Banarasi and Kanjeevaram. High-end designers, including Sabyasachi Mukherjee, Manish Malhotra, and Anita Dongre, are leading this movement by creating exclusive, handcrafted ensembles that blend contemporary aesthetics with age-old techniques. These bespoke creations not only cater to evolving consumer preferences but also empower artisans and sustain India’s rich textile legacy. Driven by millennials and Gen Z, the demand extends beyond brides to grooms and guests seeking custom-made, artisanal pieces. Designers are responding by reinterpreting traditional silhouettes with modern innovations, such as lightweight lehengas with pockets that offer both elegance and practicality. (For illustrative purposes only) Bridal wear with Zardozi work Bride in Kanjeevaram Saree Banarasi Saree Set Source: Secondary research Source: Secondary research Source: Secondary research 157iv. Consistent demand for occasion wear Table 3-6: Indian festival calendar Festivals/Occasions Days Celebrated Month Quarter Lohri 1 Jan Q4 Makar Sankranti 1 Jan Q4 Pongal 1 Jan Q4 Republic Day 1 Jan Q4 Vasant Panchami 1 Feb Q4 Maha Shivratri 1 Feb Q4 Holi 2 Mar Q4 Mahavir Jayanti 1 Apr Q1 Gudi Padwa 1 Apr Q1 Akshay Trittiya 1 Apr-May Q1 Eid-al-Fitr 2-3 Apr-May Q1 Eid-al-Adha 3 Jul-Aug Q2 Independence Day 1 Aug Q2 Janmashtami 1 Aug Q2 Onam 1 Aug Q2 Raksha Bandhan 1 Aug-Sep Q2 Ganesh Chaturthi 3-4 Aug-Sep Q2 Navaratri 9 Oct-Nov Q3 Durga Puja 5-6 Oct-Nov Q3 Dussehra 1 Oct-Nov Q3 Karwa Chauth 1 Oct-Nov Q3 Eid-Milad-un-Nabi 2 Oct-Nov Q3 Diwali 4-5 Oct-Nov Q3 Source: 1Lattice analysis India’s festival calendar is spread across all four quarters, with culturally significant occasions such as Makar Sankranti, Holi, Eid, Raksha Bandhan, Navaratri, and Diwali driving consistent demand for wedding and occasion wear throughout the year. These events, celebrated across regions and communities, create multiple purchase triggers beyond a single season, making occasion wear a year- round category. Unlike wedding wear, which sees demand peaks during specific months, occasion wear benefits from recurring cultural and social events. Consumers increasingly seek new styles for various gatherings, prompting brands to offer regionally relevant collections, frequent product updates, and flexible inventory planning. This steady demand supports sustained consumer engagement, reduces seasonal dependence, and contributes to a more stable revenue model for brands in the ethnic and fusion wear segment. v. Cross cultural influence on occasion wear preferences The blending of cultures has led to a growing appreciation for traditional Indian festivals and attire across diverse regions. In major cities, regional celebrations such as Durga Puja and Ganesh Chaturthi are now widely embraced beyond their native states, while national festivals like Diwali and Holi are celebrated with grand house parties, increasing the demand for ethnic and fusion wear. Occasion wear is becoming increasingly homogeneous, with traditional garments that were once specific to certain communities now gaining popularity across different regions and demographics. Sarees, lehengas, and Kurtas, traditionally worn in specific cultural settings, are now embraced at festive gatherings across India and abroad. Additionally, consumers are increasingly seeking ensembles that blend Indian embroidery, drapes, and silhouettes with contemporary global influences. In response, luxury brands are offering customizable, multi-functional occasion wear that adapts to diverse events while preserving the essence of Indian craftsmanship. 158(For illustrative purposes only) Cross cultural embrace of ethnic wear Source: Secondary research Source: Secondary research vi. Growing expanse of festive celebrations Festival celebrations in India have expanded in scope, becoming increasingly social and multi-faceted. A single festive occasion now often involves a series of events spread across different social and professional settings. For example, during festivals such as Diwali, individuals may attend corporate celebrations, residential society gatherings, family functions, and informal social parties. Each of these occasions typically demands distinct attire, tailored to the formality, setting, and audience of the event. This diversification of festive engagements has contributed to a notable increase in the frequency of apparel purchases. Consumers are no longer limiting themselves to a single outfit per festival but are instead curating multiple looks to align with the varied nature of their social calendars. The expectation to appear distinct across different events has led to a rise in demand for varied styles within the same festive period, encompassing both traditional and contemporary fashion elements. As a result, the wedding and occasion wear segment is increasingly characterized by consistent, event-driven purchasing behaviour. This shift has enabled brands to position occasion wear as a lifestyle category, offering seasonally relevant collections and frequent product refreshes. (For illustrative purposes only) Multiple outfit occasions during a single festival Source: Secondary research Source: Secondary research Source: Secondary research (The remainder of this page has been intentionally left blank) 159vii. Increasing overseas market a) Global NRI Presence and Rising Economic Influence The global Non-Resident Indian (NRI) population is substantial, with significant concentrations in countries such as the United Arab Emirates, Saudi Arabia, United States and Canada. As of recent estimates, the Indian diaspora, comprising NRIs (16 million) and Persons of Indian Origin (PIOs) (20 million), is approximately 36 million strong. Figure 3-8: Share (%) of Overseas Indians (NRIs+ PIOs) across the world 15% 8% 36 million 5% 3% 69% USA Canada UK Australia RoW Source: Ministry of External Affairs, India (as on 26th November 2024) In 2023, Indian immigrant households in the United States had a median annual income of USD 157,005, significantly higher than the national average of USD 77,719. With a high disposable income and strong affinity for luxury brands, the Indian diaspora represents a key consumer segment in the U.S. luxury market. Figure 3-9: Median household income in the United States by ethnic group in ‘000 USD Indian 157 Taiwanese 144 Sri Lankan 114 Filipino 113 Pakistani 107 Chinese 104 Nepalese 102 Japanese 101 Indonesian 99 Korean 97 Bangladeshi 85 White American 83 Thai 81 The Average American 77 African American 54 0 20 40 60 80 100 120 140 160 180 Source: United State Census Bureau, 2023 160b) Influence of NRIs on Digital Traffic of Indian Brands: A significant share of website traffic for Indian wedding wear brands comes from NRIs, with international markets contributing 25– 30% of search interest across price tiers. Luxury brands like Sabyasachi and Tarun Tahiliani, and luxury and bridge to luxury platforms like Pernia’s Pop-Up Shop and Aza Fashions, attract strong global traffic, especially from the US, UK, and Canada. Table 3-7: Share of website traffic by geography for Indian wedding wear brand Brand India US UK Canada Others Outside India Luxury Ensemble 73% 12% 3% 2% 10% 27% Sabyasachi 72% 13% 3% 3% 8% 28% Tarun Tahiliani 60% 21% 7% 4% 8% 40% Anita Dongre 58% 26% 4% 2% 10% 42% Pernia's Pop-Up shop 51% 26% 4% 4% 15% 49% BTL Kalki Fashion 68% 23% 2% 2% 6% 32% Ogaan 61% 10% 1% 1% 27% 39% Aza Fashions 57% 30% 0% 1% 11% 43% Frontier Raas 16% 7% 2% 1% 75% 84% Mid to Premium Taneira 98% 1% 0.2% 0.1% 0.7% 2% Koskii 94% 2% 1% 1% 2% 6% Jaypore 93% 2% 1% 0% 4% 7% Tasva 90% 4% 2% 1% 3% 10% Manyavar 89% 5% 2% 1% 4% 11% Mohanlal Sons 87% 6% 3% 2% 2% 13% Nalli 78% 9% 2% 4% 7% 22% Neeru's 62% 38% 0% 0% 0% 38% Source: Similarweb, Jan-March 2025 data c) International presence of wedding and occasion wear brands, and MBOs Indian wedding and occasion wear brands are increasingly mirroring their domestic retail strategies on the global stage by establishing stores in Highstreet locations across key international cities. This expansion is driven not only by aspirations for global brand building but also by the strong and growing demand from the NRI diaspora. Cities such as New York, London and Dubai, home to sizable NRI populations, have emerged as key markets, offering the ideal blend of cultural relevance and economic potential. By establishing a presence in these hubs, brands are catering to a diaspora that seeks to stay connected to its heritage through traditional attire that is both authentic and globally accessible. In this regard, Pernia’s Pop-Up Shop has established a strong foothold in key international markets, including the United States, United Kingdom, the Middle East, Canada, and other regions, further enhancing accessibility of Indian designer wear to global consumers. However, despite the growing international recognition and strong brand equity that Indian designer labels have built, the overall distribution network outside India remains limited. There is a notable scarcity of retail stores outside India that offer a comprehensive selection of Indian luxury and occasion wear. This scarcity makes it difficult for international customers to access high-quality, authentic Indian fashion, limiting the global reach and commercial potential of these brands despite their growing appeal. Table 3-8: International presence of wedding and occasion wear brands, and MBOs Brand International Presence Store Count Luxury Anita Dongre New York, Dubai, Quatre Bornes 3 Sabyasachi New York 1 Pernia's Pop-Up shop London 1 Bridge to Luxury Frontier Raas Dubai, Birmingham, London 3 Aashni + Co London 1 Source: Company website (The remainder of this page has been intentionally left blank) 161II. Supply side market trends i. Increasing impact of digital channels on online sales In the digital-first era, online sales of wedding and occasion wear are significantly boosted by digital channels like social media, websites, and digital marketing. These channels enhance brand discovery, engagement, and conversions. Platforms such as Instagram, Pinterest, and YouTube drive awareness and inspiration through high-quality visuals and influencer collaborations. A mobile-optimized website with transparent pricing and intuitive navigation is crucial for converting interest into purchases. Effective digital marketing strategies, including paid ads, email marketing, and celebrity endorsements, amplify reach and drive targeted traffic. Managing Customer Acquisition Cost (CAC) and Return on Ad Spend (RoAS) is essential for sustainable profitability. Table 3-9: Customer journey of premium and luxury wedding and occasion wear purchases Stages Awareness Consideration Purchase Decision Touchpoints • Social Media • Visiting brand websites, • Visits to selected stores • Word of mouth from friends, social media • Detailed discussions on family • Conversations with family fabric, design, size, • Magazines, celebrity features and friends about preferences customization • Exhibitions or wedding and budgets shows Emotions • Excitement about the • Confusion due to variety of • Relief at finding the final occasion choices outfit • Anticipation of finding the • Pressure to make the right • Anxiety about fit, last-minute right outfit purchase changes • Pride and joy if expectations are met Actions • Researching current trends, • Shortlisting brands, markets • Trying on various styles style and designers for the to visit • Comparing prices, fabrics, occasion • Setting budget for outfits and designs • Saving images of preferred • Seeking advice from trusted • Place an order styles or creating mood sources Attend fittings boards Source: Primary research, 1Lattice analysis ii. Emergence of new age players in the wedding wear market The Indian occasion wear industry and the luxury fashion industry has been a highly unorganized market. The wedding and occasion wear industry and the luxury fashion industry in India is competitive, with several regional brands and unorganized retailers present in local markets across the country, further characterized by rapid shifts in consumer trends. The Indian wedding wear market is witnessing the rise of new-age designers, brands and multi-designer stores who are redefining wedding wear market. The omni channel multi designer approach with players like Aza Fashions, Pernia’s Pop-Up Shop, and Ensemble has gained popularity among younger audiences who seek variety, digital-first experiences, modern silhouettes, and sustainable fashion. A significant volume of consumers is engaging with these platforms, as evident from their strong website traffic. By effectively integrating their physical retail presence with digital touchpoints such as websites and social media, these platforms are delivering a seamless omnichannel experience. Pernia’s Pop-Up Shop and Aza Fashions, for instance, consistently attract over a million online visitors each month, highlighting how a well-executed omnichannel strategy is enabling them to connect with today’s experience- driven and digitally savvy shoppers. Table 3-10: Number of designers available on leading multi-designer platforms Aza Fashions Pernia's Pop-Up Shop Ensemble Ogaan 2,539 1,420 277 201 Source: Company websites Table 3-11: Website traffic data (in millions) Multi Designer Platform January February March Pernia's Pop-Up Shop 1.31 1.13 1.22 Aza Fashions 1.42 1.1 1.22 Ogaan 0.16 0.17 0.16 162Ensemble 0.07 0.05 0.06 Source: Similarweb iii. Growing interest of financial and strategic investors in Indian wedding and occasion wear market The Indian wedding and occasion wear market has increasingly drawn interest from both financial investors and strategic players, driven by its scale and cultural significance. Private equity funds and large corporates are supporting high-potential brands to accelerate retail expansion, strengthen omnichannel presence, and enhance brand premiumization. Table 3-12: Key investments in India’s wedding & occasion wear market Brand Year Type of Investor Tasva 2021 Strategic Investor (JV) Koskii 2022 Private Equity Fund Vedant Fashions 2022 Public Markets (IPO) Libas 2024 Venture Capital Fund Kalki Fashion 2025 Private Equity Fund Source: 1Lattice analysis iv. Democratization of Indian designers and their growing accessibility The Indian fashion landscape is undergoing a transformation as designer wear becomes more accessible beyond elite clientele. Traditionally, luxury fashion in India was limited to ultra-high-net-worth individuals (UHNIs) and high-net-worth individuals (HNIs) shopping at flagship stores in metro cities. However, multiple factors have contributed to the democratization of Indian designers, making high fashion more widely available across different consumer segments. v. Affordable Luxury & Diffusion Lines Legacy designers have expanded their reach by introducing affordable and accessible collections, making high-fashion more attainable for aspirational buyers. These lines offer ready-to-wear and premium prêt options at relatively lower price points while maintaining the brand’s signature aesthetics. Similarly, emerging labels are redefining occasion wear by blending heritage craftsmanship with contemporary designs, catering to a wider audience seeking affordability without compromising on style. Table 3-13: Luxury brands and their diffusion lines Luxury Brand Diffusion Line Description Manish Malhotra Diffuse by Manish Malhotra A ready-to-wear line featuring lighter couture and accessible luxury. Tarun Tahiliani Tasva A diffusion line offering premium ethnic wear for men at more accessible price points. Anita Dongre Grassroots A sustainable, handcrafted line promoting artisan-made luxury at a relatively lower price than her couture. Shantanu & Nikhil S&N A younger, more accessible menswear line with contemporary drapes and structured silhouettes. Source: 1Lattice analysis (The remainder of this page has been intentionally left blank) 163vi. Emergence of High streets as key wedding and occasion wear shopping destinations India’s luxury market is rapidly evolving, with high streets and designer clusters emerging as key engines of growth. Prestigious addresses like Mehrauli in Delhi, Kala Ghoda in Mumbai, have become epicentres for premium and luxury fashion. These markets are home to a high concentration of leading Indian designers, multi-designer boutiques, and luxury accessory brands, offering a personalized, experience-led shopping experience. The walkable, open-air format of these high streets fosters discovery and brand storytelling, elements central to luxury shopping. Catering to a discerning mix of local, outstation, and NRI clientele, these locations are not only retail destinations but cultural touchpoints where fashion, lifestyle, and heritage intersect. An example of this trend is Pernia’s Pop-Up Shop, which has situated its stores in prestigious high-street locations across metropolitan areas such as Mumbai, Delhi NCR, Bengaluru, Hyderabad, Chennai, and Kolkata, strategically positioning Experience Centres near other high-end stores to maximize visibility and attract a premium customer base. Table 3-14: Key High-street locations for wedding and occasion wear across cities City Key Highstreets • Mehrauli • South Extension Delhi • Shahpur Jat • Chandni Chowk • Kala Ghoda Mumbai • Linking Road • Juhu Tara • Commercial Street Bangalore • Jayanagar • Vittal Mallya Road • T. Nagar Chennai • Nungambakkam • Banjara Hills Hyderabad • Jubilee Hills • Park Street • Elgin Road Kolkata • Gariahat • New Market • Koregaon Park Pune • MG Road • Sindhu Bhawan • Billionaire’s Street Ahmedabad • Satellite • CG Road 164Case Study - South Extension’s Shift to Wedding Focuss ed High Street (Th South Extension (South Ex) Market, once known for its family-run businesses, department stores, EBO’s of international and western wear players, is now transforming into a prominent high-street wedding focussed destination. It is increasingly attracting national players focussed on high value wedding purchases including jewellery and designer apparel. Historic ally, South Extension has been a mid-upscale market, with a strong presence of local saree shops, tailoring units, and independent jewellers. Today, the market is witnessing a visible shift, with organized players entering across key segments such as jewellery, fashion and apparel, ethnic wear, footwear, and beauty. Notably, South Ex now hosts a curated mix of established local retailers and branded outlets—offering a blend of legacy and modern retail experiences. Drivers of South Extension’s Upgradation Improved metro connectivity and road upgrades have increased Infrastructure Development accessibility Rising Consumer Expectations Modern retail preferences driven by exposure to global shopping centres Upgraded storefronts and modern retail formats integrating retail with Real Estate Revitalization commercial spaces Increasing Brand Penetration South Extension is experiencing a growing presence of organized retail across key categories including fashion, ethnic wear, jewellery, footwear, and beauty, with leading brands shaping and defining their respective segments. The market now features a balanced mix of mass-premium and designer labels, reinforcing its position as an emerging, structured high-street destination. These players are steadily building their presence, contributing to a more curated and consistent retail environment. Table 3-15: Representative brands across key retail categories in the South Extension market Segment BTL to Luxury Mass to Premium Ritu Kumar Manyavar and Mohey Diwan Saheb Apparel Tasva Twamev Ethnix Aza Fashions Kalyan Jewellers Bluestone Jewellery Hazoorilal Legacy GIVA Tanishq Senco Gold (The remainder of this page has been intentionally left blank) 165Key Challenges and Threats Despite the strong growth potential, the market faces several structural and operational challenges that impact scalability, consumer conversion, and brand loyalty. Addressing these hurdles is crucial for brands looking to establish a long-term presence in this evolving segment. 1. Fragmented Consumer Buying Behaviour: Consumers visit multiple stores before making a purchase, leading to longer sales cycles and lower conversion rates. 2. Competition from Unbranded & Unorganized Players: Local unbranded players dominate occasion and wedding wear spending by offering competitive pricing and customization, making it difficult for structured brands to gain market share. 3. Need for Skilled Sales & Customer Engagement: High-touch customer interactions require well-trained store staff, increasing operational costs compared to regular fashion retail. 4. Low Brand Loyalty & High Customer Acquisition Costs: Consumers prioritize design and price over brand loyalty, requiring continuous investment in new customer acquisition and retention strategies. 5. Rising competition in Branded Segment: The growing prominence of established brands in the wedding and occasion wear market, alongside the influx of new-age designers and D2C brands, is intensifying competition. As more players target the premium and luxury segments, standing out through design, service, and brand storytelling is crucial to success. 6. Regional variations: Consumer preferences for wedding and occasion wear in India vary significantly by region, posing challenges for brands to cater to diverse tastes: North India favours lehengas and sherwanis, West India prefers Panetar and Paithani sarees, South India sticks to Kanjeevaram and Mysore silk sarees, and East India favours Mekhela Chadar and Potloi sarees. Despite these regional differences, brands face the threat of shifting consumer trends towards comfort, reusability, and fusion styles, especially among younger consumers blending tradition with modern trends. 166OUR BUSINESS Some of the information in the following discussion, including information with respect to our business plans and strategies, contains forward-looking statements that involve risks and uncertainties. You should read “Forward- Looking Statements” beginning on page 23 for a discussion of the risks and uncertainties related to those statements and “Risk Factors” beginning on page 24 for a discussion on 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. The following information is qualified in its entirety by, and should be read together with, the more detailed financial and other information included in this Draft Red Herring Prospectus, including the information contained in “Risk Factors”, “Industry Overview”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Consolidated Financial Information” beginning on pages 24, 128, 313 and 232, respectively. Unless otherwise indicated or the context requires otherwise, the financial information included herein is based on our Restated Consolidated Financial Information as of and for Fiscals 2025, 2024 and 2023, included in this Draft Red Herring Prospectus. For further information, see “Financial Information” beginning on page 232. Our fiscal year ends on March 31 of each year, and references to a particular Fiscal are to the 12 months ending on March 31 of that year. Unless otherwise indicated, industry and market data used in this section have been derived from the report titled “Luxury and Designer Wear Industry Report” dated September 22, 2025 (the “1Lattice Report”), prepared and released by Lattice Technologies Private Limited (“1Lattice”) and exclusively commissioned and paid for by us in connection with the Issue, pursuant to an engagement letter dated April 1, 2025. A copy of the 1Lattice Report is available on the website of our Company at www.purplestylelabs.com/investor-relations. The data included herein includes excerpts from the 1Lattice 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 Issue) that have been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant calendar year or financial year, if so stated. For more information, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus disclose information from the 1Lattice Report which has been prepared exclusively for the Issue and commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks” on page 45. OVERVIEW Pernia’s Pop-Up Shop (“PPUS”) is one of the largest and fastest growing multi-brand luxury omni-channel fashion platform in India in terms of revenue in FY 2024, serving customers in India and abroad, according to the 1Lattice Report. Our omni-channel platform includes Experience Centers, the online platforms of PPUS including website, mobile application, other telephonic and digital sales channels and events and exhibitions, among others. In Fiscal 2025, the PPUS Average Order Value (“PPUS AOV”) was ₹56,106.44. We provide carefully curated selections in luxury fashion, sourced from 1,312 Active Designer Brands, as of March 31, 2025. The Designer Brands for which products are available on our platform, include well-known Designer Brands such as Seema Gujral, Anushree Reddy, Amit Aggarwal, Rohit Gandhi & Rahul Khanna and our product categories span across womenswear, menswear, and others including jewelry, accessories and kidswear, with a focus on wedding and occasion wear. Our Omni-channel Platform In February 2018, we purchased the website, along with all related business intellectual property rights, goodwill, fixed and/or moveable assets of Pernia’s Pop-Up Shop through an asset purchase agreement. For further details, see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations or any revaluation of assets, in the last 10 years” on page 207. At the time of the acquisition, Pernia’s Pop-Up Shop was primarily an online-only platform and has since transformed into an omni-channel platform, with Experience Centers and a robust online presence. We opened our first flagship Experience Center in Juhu, Mumbai in 2018 and as of the date of this Draft Red Herring Prospectus, have expanded our physical store presence to 14 Experience Centers globally, 13 of which are in India and one Experience Center is in London, UK. We are also in the process of opening two new Experience Centers on Linking Road, Mumbai and in New York, USA, respectively. 167Count of Experience Centers across the cities in India (as of the date of this Draft Red Herring Prospectus) Mumbai Delhi Bengaluru Chennai Kolkata Ahmedabad Indore Hyderabad Surat 3 3 1 1 1 1 1 1 1 Our Experience Centers in Fort in Mumbai and South Extension in Delhi, which were recently opened in July and June 2025, respectively, range in size from 20,000 to 60,000 square feet in built-up area (“Large Format Experience Centers”), allowing us to offer an immersive shopping environment for customers in our key luxury markets. Our customers can shop through our website, www.perniaspopupshop.com, through our mobile application, available on both Android and iOS, or through our Experience Centers. Through our omni-channel presence, we have served a global base of more than 200,000 Unique Customers from Fiscal 2023 to Fiscal 2025 and have had 18.57 million Unique Visitors on our online platform (i.e., our website and mobile application) in Fiscal 2025 alone. In Fiscal 2025, we served 70,651 customers with a total of 104,856 PPUS No. of Orders. The Total PPUS GMV stood at ₹5,883.10 million in Fiscal 2025, compared with ₹4,660.94 million in Fiscal 2023, reflecting a CAGR of 12.35% and the PPUS AOV was ₹56,106.44 in Fiscal 2025 compared with ₹39,499.84 in Fiscal 2023, reflecting a CAGR of 19.18%. While India remains our largest sales geography, we have established a robust international presence, serving a diverse global customer base across multiple continents. Set out below is a breakdown of the Total PPUS GMV by geography. Region Fiscal 2025 2024 2023 PPUS GMV % of Total PPUS GMV % of Total PPUS GMV (₹ % of Total (₹ million) PPUS GMV (₹ million) PPUS GMV million) PPUS GMV India# 4,213.20 71.62% 4,037.20 64.93% 2,836.12 60.85% International US^ 973.57 16.55% 1,384.75 22.27% 1,173.92 25.19% UK# 369.18 6.28% 363.99 5.85% 267.67 5.74% Rest of the World* 327.15 5.55% 432.07 6.95% 383.23 8.22% Total 1,669.90 28.38% 2,180.81 35.07% 1,824.82 39.15% (International) 168Region Fiscal 2025 2024 2023 PPUS GMV % of Total PPUS GMV % of Total PPUS GMV (₹ % of Total (₹ million) PPUS GMV (₹ million) PPUS GMV million) PPUS GMV Total PPUS GMV 5,883.10 100.00% 6,218.01 100.00% 4,660.94 100.00% # PPUS GMV of PPUS Omni-channel, including the PPUS GMV from Experience Centers located in the relevant region. ^ The PPUS GMV attributable to the USA is only from our online platform for Fiscals 2023, 2024 and 2025. That said, as of the date of this Draft Red Herring Prospectus, we are in the process of opening an Experience Center in New York. * Rest of the World includes Australia, Canada, the Middle East (including United Arab Emirates, Saudi Arabia, Qatar, Kuwait) and South East Asia (including Singapore), among others. Our value proposition for customers As a discovery platform with a curated assortment of luxury Designer Brands, we provide customers with collections of Indian luxury Designer Brands across a range of product categories, which can be accessed at our Experience Centers as well as online. Our online channels also function as a discovery platform for customers, driving increased foot traffic to our Experience Centers. Our Experience Centers offer customers the ability to physically interact with products, try on apparel and experience the quality and craftsmanship of the products. A key feature of our Experience Centers is the availability of in-store stylists who provide personalized styling advice and assistance. Our value proposition for Designer Brands We offer Indian luxury Designer Brands visibility and access to a large, global customer base, while providing control over brand image and pricing integrity. Furthermore, our platform addresses key challenges faced by Designer Brands in the luxury fashion industry, particularly around visibility, distribution, and access to premium retail environments, according to the 1Lattice Report. As a result, we have been able to maintain relationships with our top Designer Brands, while consistently increasing the sales of these Designer Brands through PPUS Omni-channel. For further details of the PPUS GMV of our top Designer Brands, see “– Multi-brand omni-channel luxury platform in India with a wide portfolio of products and strong designer relationships” on page 171. Management Team Our management team is led by our Promoter, Whole-Time Director and Chief Executive Officer, Abhishek Agarwal. Abhishek is supported by the management team comprising professionals with experience in retail, sales, marketing and product management. Our senior management team is characterized by its dynamism and adaptability, bringing a fresh and innovative approach to the luxury fashion industry. Further, our senior management comprises professionals with strong academic backgrounds, including graduates from premier institutions such as the Indian Institute of Technology. Our Board also includes Abhinav Agarwal, our Whole-Time Director and Chief Business Officer with experience in the operation of multi-brand, luxury omni-channel fashion platform, Harminder Sahni, our Non-Executive Director with experience in the consultancy sector, and Rahul Garg, our Non- Executive director, with experience in private equity investment in banking and finance, consumer and retail sectors. For further details of our Board and senior management, see “Our Management” beginning on page 212. Market opportunity According to the 1Lattice Report, India’s luxury market is valued at ₹1,350 billion in FY 2025, growing at a CAGR of 14% from ₹699 billion in FY 2020. It is further expected to expand to ₹2,314 billion by FY 2030, at a CAGR of 11%. The sector is undergoing a significant transformation, driven by rising income levels and the evolving aspirations of the country’s middle and upper classes. The Indian wedding and occasion wear market is ₹1,800 billion in FY 2025, having grown at a CAGR of 12% from FY 2020 to FY 2025, according to the 1Lattice Report. This upward trajectory is expected to continue, with the market projected to grow at 13% CAGR, reaching ₹3,400 billion by FY 2030. This growth will likely be driven by rising household affluence, increasing discretionary spending, a surge in demand for premium ethnic wear, and the enduring cultural significance of wedding and occasion wear in India, according to the 1Lattice Report. According to the 1Lattice Report, the luxury fashion market in India is characterized by its fragmented nature, with numerous designer brands, franchisee of international brands and distributors operating independently. We have addressed these challenges by successfully aggregating a wide array of Designer Brands and product categories onto a single, cohesive platform. By serving as a one-stop shop, we streamline the shopping experience and offer a centralized destination for luxury fashion, enabling us to provide personalized recommendations and a curated selection tailored to each customer’s preferences. According to the 1Lattice Report, despite the growing international recognition and strong brand equity that Indian designer labels have built, the overall distribution network outside India remains limited. There is a notable scarcity of retail stores outside India that offer a comprehensive selection of Indian luxury and occasion wear. According to the 1Lattice Report, this scarcity makes it difficult for international customers to access high-quality, authentic Indian fashion, limiting the global reach and commercial 169potential of these brands despite their growing appeal. We provide a centralized platform for customers, enabling Designer Brands to reach a broader audience through our services instead of opening their own stores or establishing their own distribution channels and aim to increase the reach of Indian Designer Brand products globally. Further, according to the 1Lattice Report, the growing purchasing power of the overseas Indian community is complemented by the growing global acceptance of Indian culture across fashion, entertainment, and luxury markets. Indian aesthetics, craftsmanship, and traditions are gaining prominence in high fashion, Hollywood, luxury hospitality, and fine jewelry, shaping consumer preferences beyond the Indian community. For instance, according to the 1Lattice Report, Indian wedding wear is highly sought after by both Indian Americans and non-Indians for weddings. Further, according to the 1Lattice Report, Indian luxury fashion has gained significant global recognition, driven by the growing international presence of Indian weddings. As Indian weddings become grand, multicultural celebrations hosted across the world, there is rising demand for high-quality, authentic Indian designer-wear. This globalization of Indian wedding traditions has positioned luxury Indian wedding and occasion wear as highly desirable in key international markets such as the US, UK, Middle East, and Australia, driven by both the Indian diaspora and a broader global audience drawn to the richness and vibrancy of Indian celebrations. Certain select financial and operational information Fiscal Metric Unit 2025 2024 2023 GAAP Measures Revenue from operations (1) ₹ in million 4,899.09 5,043.73 3,691.93 Profit/(loss) before exceptional item and tax (2) ₹ in million (657.82) (477.10) (520.36) Profit/(loss) before tax (3) ₹ in million (1,885.50) (477.10) (413.89) Profit/(loss) after tax (4) ₹ in million (1,885.50) (477.10) (413.89) NON- GAAP Measures Gross Profit (5) ₹ in million 2,060.36 2,068.74 1,545.24 Gross Profit Margin (6) % 42.06 41.02 41.85 EBITDA (7) ₹ in million 419.88 316.28 21.96 EBITDA Margin (8) % 8.57 6.27 0.59 EBIT (9) ₹ in million (128.09) (69.53) (269.76) EBIT Margin (10) % (2.61) (1.38) (7.31) PBT (Before Exceptional Items) Margin (11) % (13.43) (9.46) (14.09) PBT Margin (12) % (38.49) (9.46) (11.21) PAT Margin (13) % (38.49) (9.46) (11.21) Return on Capital Employed (14) % (4.79) (3.30) (16.63) Return on Equity (15) % (158.85) (116.72) (69.81) Net Working Capital (16) ₹ in million 798.49 430.82 134.27 Cash Conversion Cycle (17) in days 123.57 69.09 45.28 Operational Measures PPUS No. of Orders (18) Count 104,856 136,622 117,999 Total PPUS GMV (19) ₹ in million 5,883.10 6,218.01 4,660.94 PPUS AOV (Average Order Value) (20) ₹ in absolute 56,106.44 45,512.52 39,499.84 Note: 1. Revenue from operations includes revenue from sale of goods and sales of services. 2. Profit/(loss) before exceptional item and tax represents profit/(loss) before exceptional item and tax. 3. Profit/(loss) before tax refers to profit/(loss) before tax. 4. Profit/(loss) after tax refers to profit/(loss) after tax. 5. Gross Profit represents Revenue from operations less Cost of Goods Sold. Cost of Goods Sold is sum of Cost of Materials Consumed, Purchases of stock-in- trade and Changes in inventories of finished goods, stock-in-trade and work-in-progress. 6. Gross Profit Margin represents Gross Profit divided by Revenue from operations. 7. EBITDA refers to earnings before interest, taxes, depreciation and amortisation which has been arrived at by adding finance costs, depreciation and amortisation expense to the Profit/(loss) before exceptional item and tax for the year. 8. EBITDA Margin represents EBITDA divided by Revenue from operations. 9. EBIT refers to earnings before interest and taxes which has been arrived at by adding finance costs to the Profit/(loss) before exceptional item and tax for the year. 10. EBIT Margin represents EBIT divided by Revenue from operations. 11. PBT (Before Exceptional Items) Margin represents Profit/(loss) before exceptional item and tax divided by Revenue from operations. 12. PBT Margin represents Profit/(loss) before tax divided by Revenue from operations. 13. PAT Margin represents Profit/(loss) after tax divided by Revenue from operations. 14. Return on Capital Employed refers to EBIT divided by Capital Employed. Capital Employed refers to total assets less current liabilities. 15. Return on Equity refers to profit/(loss) after tax divided by Total Equity. 17016. Net Working Capital refers to sum of Inventories and Trade Receivables deducted by Trade Payables and revenue received in advance from customers. 17. Cash Conversion Cycle refers to sum of Net Receivable Days and Inventory Days deducted by Trade Payable Days. Net Receivable Days refers to Trade Receivables minus revenue received in advance from customers, divided by Revenue from operations, and multiplied by 365. Inventory Days refers to Inventory divided by Cost of Goods Sold, multiplied by 365. Trade Payable Days refers to Trade Payables divided by Cost of Goods Sold, multiplied by 365. 18. PPUS No. of Orders represents the count of orders processed through the PPUS Omni-channel in the given period. 19. Total PPUS GMV represents the total monetary value of goods processed on the PPUS Omni-channel, calculated at the maximum retail price (“MRP”) of all orders placed by customers during a given period, irrespective of the fulfilment status. Total PPUS GMV is inclusive of all applicable taxes, discounts, shipping charges, and other ancillary or customization-related charges. 20. PPUS AOV (Average Order Value) is calculated as Total PPUS GMV divided by PPUS No. of Orders. STRENGTHS Multi-brand omni-channel luxury platform in India with a wide portfolio of products and strong designer relationships We are one of the largest and fastest growing multi-brand luxury omni-channel fashion platform in India in terms of revenue in FY 2024, serving customers in India and abroad, according to the 1Lattice Report. We have 211,727 SKUs representing products from 1,312 Active Designer Brands available on our platform, as of March 31, 2025. Our platform offers an extensive range of products across various categories, including womenswear, menswear, and others such as jewelry, accessories and kidswear. This wide product portfolio ensures that customers have access to a diverse selection of quality products, catering to different tastes and preferences. We have successfully diversified our product portfolio across categories. For instance, the PPUS GMV for the menswear product category increased to ₹1,090.78 million, representing 18.54% of the Total PPUS GMV in Fiscal 2025 from ₹960.48 million, representing 15.45% of the Total PPUS GMV in Fiscal 2024 and ₹492.90 million, representing 10.58% of the Total PPUS GMV in Fiscal 2023. Additionally, we have also recently introduced real jewelry to our portfolio in 2024. By diversifying our product portfolio, we are better able to meet the evolving needs of our customers while also reducing our reliance on any single category and capturing new growth opportunities across the market. For further details of our product categories and their contribution towards Total PPUS GMV, see “– Product Portfolio” on page 180. According to the 1Lattice Report, our extensive network of designer relationships creates a competitive advantage that is difficult for new entrants to replicate, thereby posing a significant barrier to entry. These relationships enable us to offer our customers access to a wide selection and variety of designs. Our platform addresses key challenges faced by Designer Brands in the luxury fashion industry, particularly around visibility, distribution, and access to premium retail environments. We offer Indian luxury Designer Brands visibility and access to a large, global customer base, while providing control over brand image and pricing integrity. Set out below are details of the PPUS GMV of our top 10, 25, 50 and 100 Designer Brands for Fiscal 2025, for the years indicated. Fiscal Particulars 2025 2024 2023 PPUS GMV % of Total PPUS GMV % of Total PPUS GMV % of Total (₹ million) PPUS GMV (₹ million) PPUS GMV (₹ million) PPUS GMV Top 10 Designer Brands 1,561.24 26.54% 1,309.81 21.06% 890.39 19.10% Top 25 Designer Brands 2,420.48 41.14% 2,153.18 34.63% 1,508.83 32.37% Top 50 Designer Brands 3,298.39 56.07% 3,086.65 49.64% 2,224.19 47.72% Top 100 Designer Brands 4,231.54 71.93% 3,890.85 62.57% 2,638.98 56.62% Note: These Designer Brands represent the 10, 25, 50 and 100 Designer Brands for Fiscal 2025 and demonstrates the growth in their PPUS GMV over Fiscal 2023 to Fiscal 2025. Additionally, we have successfully diversified our revenue streams by adding new categories such as menswear which has also contributed to our financial performance. The PPUS GMV from the menswear category has increased by a CAGR of 48.76% to ₹1,090.78 million in Fiscal 2025, compared to ₹492.90 million in Fiscal 2023, demonstrating a sharp rise in the sale of this category. Set out below is a breakdown of our Total PPUS GMV by product category in the years indicated demonstrating the spread of PPUS GMV across categories. Fiscal PPUS GMV by Product Category 2025 2024 2023 (₹ in million) Womenswear (up to ₹35,000 per product) 1,123.34 1,617.95 1,412.18 Womenswear (from ₹35,000 to ₹100,000 per product) 1,372.92 1,359.34 1,163.04 Womenswear (above ₹100,000 per product) 1,955.04 1,865.71 1,222.28 Menswear 1,090.78 960.48 492.90 171Fiscal PPUS GMV by Product Category 2025 2024 2023 (₹ in million) Others (including jewelry, accessories, and kidswear) 341.02 414.53 370.54 Total PPUS GMV 5,883.10 6,218.01 4,660.94 Note: We had a decrease in Total PPUS GMV in Fiscal 2025 compared with Fiscal 2024 on account of our strategy to optimize Designer Brand/product mix available on our platform by reducing Designer Brands/products of lower value and instead focusing on more premium Designer Brands/products. For further details, see “ – Omni-channel business model with a focus on operational efficiency” on page 172. We believe that our commitment to providing a diverse and quality product range, coupled with our strong designer relationships, has led to our position as one of the largest and fastest growing multi-brand luxury omni-channel fashion platform in India in terms of revenue in FY 2024, according to the 1Lattice Report. This strategic advantage not only attracts a broad customer base but also enables sustained growth and market dominance. Omni-channel business model with a focus on operational efficiency We have implemented an omni-channel model that seamlessly integrates our online platform with physical Experience Centers. This integration ensures a consistent and cohesive shopping experience for customers, whether they choose to shop online or in- store. This approach helps us cater to customers’ preferences and convenience and helps to ensure that shopping with us is a personalized experience. Our platform’s robust online presence, which garnered 18.57 million Unique Visitors in Fiscal 2025, combined with strategically located Experience Centers in key cities such as Mumbai, Delhi, Bengaluru, and Hyderabad in India, and London in the UK, enhance customer convenience and engagement. Our Experience Centers provide customers with the opportunity to interact with products physically, try on apparel, and receive personalized styling advice from in-store personnel. This personalized shopping experience is complemented by the convenience of online shopping, where customers can explore a wide product portfolio, view detailed product descriptions, and make seamless payments. The omni-channel model enables our customers to browse collections at their convenience, after which they can visit our Experience Centers to try on apparel, enhancing their overall shopping experience. The combination of physical and digital touchpoints ensures quality customer experience, leading to customer satisfaction and loyalty. Further, we focus on setting up Large Format Experience Centers, which offer an expansive variety of products across a broad range of Designer Brands, providing customers with a large choice under one roof. The increased space allows us to showcase an extensive assortment of products, categories, and collections. The presence of Experience Centers, in addition to our online channels, enhances our ability to generate higher revenue. The added shopping experience provided by a physical Experience Center offers several advantages over online shopping, such as the ability to touch and feel products, try them on, and receive immediate minor alterations for better fittings. These experiential benefits have contributed to customer satisfaction and increased sales. According to the 1Lattice Report, we have situated our Experience Centres in prestigious high-street locations across metropolitan areas such as Mumbai, Delhi, Bengaluru, Hyderabad, Chennai, and Kolkata, strategically positioning our Experience Centres near other high-end stores to maximize visibility and attract a premium customer base. According to the 1Lattice Report, these upscale retail environments deliver elevated experiences, customized services, and a backdrop that meets global luxury benchmarks. 172Additionally, in Fiscal 2025, the PPUS AOV for our Experience Centers in India was approximately two and half times higher than that of online channels. Our Experience Center in the UK is testament to the benefits of our omni-channel model. Prior to the opening of our Experience Center in London in 2019, we served customers in the UK only through online channels. With the opening of our Experience Center in London, and the integration of physical and online sales channels, we have observed an increase in PPUS AOV from the UK. The PPUS AOV of our UK Experience Center was approximately ₹110,332.69 (GBP 996.32) in Fiscal 2025, 2.28 times higher than our UK online business, which was ₹48,421.14 (GBP 437.25) in the same period. Similarly, the PPUS 173AOV for our Experience Centers in India was ₹71,466.62 in Fiscal 2025 compared with ₹25,487.70 for our online business in India in the same period. We also continuously evaluate our business strategies to enhance profitability. For instance, since early 2024, we implemented a strategy to optimize the Designer Brand mix available on our platform by reducing Designer Brands with product lines of lower value and instead focusing on more premium Designer Brands that drive sales and profitability. We have also focused on optimizing our customer base by optimizing the Designer Brand mix (as set out above). As a result, in Fiscal 2024, our top 50,000 customers, representing 53.95% of our total customer base accounted for 91.16% of our Total PPUS GMV, compared with Fiscal 2025, where our top 50,000 customers represented 70.77% of our total customer base and accounted for 95.94% of our Total PPUS GMV, highlighting that our efforts to optimize our customer base have been successful in retaining and focusing on customers who are more engaged and likely to generate more revenue. Furthermore, our shift in strategy has led to an increase in the PPUS AOV to ₹56,106.44 in Fiscal 2025 from ₹45,512.52 in Fiscal 2024 and ₹39,499.84 in Fiscal 2023, reflecting a CAGR of 19.18% between Fiscal 2023 and Fiscal 2025. Further, we focus on maintaining a breadth of inventory rather than depth, i.e., we preserve a wide-ranging assortment of products, emphasizing unique pieces from various designers, rather than stocking large quantities of any single item. We maintain a wide variety of products at our Experience Centers, ensuring customers can view and experience an extensive assortment of designs and styles in-store. Customers can place orders for their preferred items during their visit, which are then customized as per their requirements and delivered to them at a later date, offering both choice and personalization. This also encourages customers to visit our platform regularly for both browsing and shopping, thereby enhancing customer engagement and making frequent visits on our platform, both online and offline. Additionally, the retail price of each product remains consistent across all channels - whether purchased online or in-store, and whether bought through our platform or directly from the designer. We operate on a model where a portion of our orders are back-ordered, allowing customers to place orders and pay upfront while we procure the products and deliver these at a later date. Apart from allowing us to host a wider range of products on our platform, this approach supports our working capital efficiency by minimizing inventory holding costs and optimizing cash flow. Set out below are details of our net working capital for the years indicated: Particulars Fiscal 2025 2024 2023 Net working capital (₹ million) 798.49 430.82 134.27 Note: Net Working Capital refers to the sum of Inventory and Trade Receivable deducted by Trade Payables and revenue received in advance from customers. Our omni-channel strategy has contributed to customer engagement and revenue. By enabling customers to interact with us online and at our Experience Centers, we offer a convenient, personalized shopping experience. This is reflected in steady online traffic, higher PPUS AOV at Experience Centers, and a growing share of sales from customers. Furthermore, our focus on a premium Designer Brands mix, a broad inventory, and operational efficiencies such as back-ordering supports our overall performance. Robust international presence We have established a strong and growing international presence, serving a diverse global customer base across multiple continents. In Fiscal 2025, we served customers from over 100 countries through our online channels and Experience Center in the UK. We have established a strong foothold in key international markets, including the United States, United Kingdom, the Middle East, Canada, and other regions, according to the 1Lattice Report. In Fiscal 2025, international PPUS GMV accounted for 28.38% of our Total PPUS GMV, with the US contributing 16.55%, the UK 6.28%, and the rest of the world contributing 5.55%. Our online platform attracted 18.57 million Unique Visitors in Fiscal 2025, with significant online traffic from the US (3.84 million), UK (0.93 million), Canada (0.52 million), and the Middle East (0.55 million), which demonstrates our global appeal. Our robust presence outside India is anchored in our ability to address gaps in the luxury fashion market for Indian designer wear. According to the 1Lattice Report, there is a notable scarcity of retail stores outside India that offer a comprehensive selection of Indian luxury and occasion wear. According to the 1Lattice Report, this scarcity makes it difficult for international customers to access high-quality, authentic Indian fashion, limiting the global reach and commercial potential of these brands despite their growing appeal. By offering an accessible destination for Indian luxury fashion, we endeavor to position ourselves as a go-to platform for Indian luxury fashion for global customers. Our international strategy is further strengthened by our physical presence, which includes a flagship Experience Center in London, UK and plans are underway for a new Experience Center in New York, USA. By offering a curated selection of 1,312 Active Designer Brands as of March 31, 2025, and retailing products of various Designer Brands globally, we address the unique needs of the Indian diaspora and international clientele seeking authentic Indian luxury fashion. 174Powerful network effects resulting in robust customer retention and high monetization We have established ourselves as a premier luxury fashion destination for Indian Designer Brands. Our brand presence attracts both Designer Brands and customers, creating a cycle of growth and engagement. Our platform has 1,312 Active Designer Brands as of March 31, 2025, and our product categories span womenswear, menswear, and others such as jewelry, accessories and kidswear, highlighting our ability to cater to a broad base of customer needs. Our association with well-known Designer Brands such as Seema Gujral, Anushree Reddy, Amit Aggarwal, Rohit Gandhi & Rahul Khanna enhances our reputation, attracting more Designer Brands who want to be part of our network. Our wide range of Designer Brands ensures that a wide variety of products are available to customers, reinforcing our platform’s attractiveness to customers. Additionally, by providing access to a broad global customer base, we offer Designer Brands visibility and reach. Set out below are details of the PPUS AOV which has shown continual increase, driven by our strong network effects: Particulars Fiscal 2025 2024 2023 PPUS AOV (₹) 56,106.44 45,512.52 39,499.84 Year-on-year growth (%) 23.28% 15.22% N.A. Additionally, our strategy to optimize the Designer Brand and product mix available on our platform by reducing Designer Brands and products with lower value and instead focusing on more premium Designer Brands and products has led to an increase in our PPUS AOV. For further details on this strategy, see “– Omni-channel business model with a focus on operational efficiency” on page 172. Furthermore, our top 10,000 customers’ contribution towards Total PPUS GMV has grown between Fiscals 2023 to 2025, indicating that our customers are more engaged and are deriving increasing value from our platform. This growth in contribution suggests that our platform is not only retaining valuable customers but also deepening their engagement. Set out below are details of contribution to Total PPUS GMV by our top 10,000 customers for the years indicated: Particulars Fiscal 2025 2024 2023 Total customers 70,651 92,672 78,968 % of total customers in top 10,000 14.15% 10.79% 12.66% Contribution towards Total PPUS GMV from top 10,000 customers (₹ 3,423.81 3,287.36 2,607.03 million) % contribution to Total PPUS GMV from top 10,000 customers 58.20% 52.87% 55.93% Driven by the wide range of product categories, breadth of SKUs, Designer Brands and our ability to deliver a satisfying shopping experience, we have achieved strong retention rates among our customers, as set out below. Particulars Fiscal 2025 2024 2023 Total customers 70,651 92,672 78,968 Repeat customers as a percentage of total customers (%) 28.05% 22.29% 18.86% PPUS GMV from repeat customers (as a % of Total PPUS GMV) 30.80% 26.05% 22.36% Orders from repeat customer orders (as a % of PPUS No. of Orders) 33.57% 28.40% 25.36% Note: Repeat customers for a given period are those customers who have had at least one order processed during the given period and at least one order processed prior to the given period since Fiscal 2019. Not only have we achieved robust retention rates with our customers, the high monetization of our business is also evident from the consistent growth in our average annual sales per customer, which further reflects our ability to not only attract but also deepen the financial engagement of each customer over time. An increasing Average PPUS GMV per customer indicates that customers are finding greater value in our offerings, leading them to spend more each year. Set out below are details of our Average PPUS GMV per customer for the years indicated. Particulars Fiscal 2025 2024 2023 Average PPUS GMV per customer (in ₹) 83,269.82 67,096.98 59,023.17 Year-on-year growth (%) 24.10% 13.68% NA Note: Average PPUS GMV per customer is calculated by dividing Total PPUS GMV by total number of customers. Our strong network of Designer Brands, diverse product offerings, and focus on high-value customer relationships have established us as a key player in the luxury fashion market in India. The consistent growth in customer engagement, order value, and retention 175demonstrates our ability to deliver value and quality experiences to our customers. Robust management team and an experienced board Our management team is led by our Promoter, Whole-Time Director and Chief Executive Officer, Abhishek Agarwal. The team includes professionals with functional expertise in their respective areas. Several members of our management team are graduates of leading institutions such as the Indian Institute of Technology. The relatively young average age of the team encourages adaptability and a willingness to consider new approaches. The management team’s ability to work collaboratively and adjust to evolving business needs has contributed to our progress and operational stability. Our management team has an average tenure at our Company of approximately seven years of the ten years that our Company has been in existence. We also have a diversified board of directors that we believe have the expertise and vision to manage and grow our business. Our Board includes Abhishek Agarwal, our Whole-Time Director and Chief Executive Officer and Abhinav Agarwal, our Whole-Time Director and Chief Business Officer both who have experience in the operation of multi-brand, luxury omni-channel fashion platforms, Harminder Sahni, our Non-Executive Director with experience in the consultancy sector, and Rahul Garg, our Non- Executive Director, with experience in the private equity investment in banking and finance, consumer and retail sectors. For further details of our Board and Senior Management, see “Our Management” beginning on page 212. OUR STRATEGIES Expand our footprint in key luxury markets According to the 1Lattice Report, India’s luxury market is valued at ₹1,350 billion in FY 2025, growing at a CAGR of 14% from ₹699 billion in FY 2020. It is further expected to expand to ₹2,314 billion by FY 2030, at a CAGR of 11%. According to the 1Lattice Report, the sector is undergoing a significant transformation, driven by rising income levels and the evolving aspirations of the country’s middle and upper classes. Luxury brands, synonymous with exclusivity, fine craftsmanship, and immersive experiences, are increasingly resonating with consumers who prioritize experience-led, premium purchases. Market growth is being fueled by a combination of structural developments and shifting consumer preferences, according to the 1Lattice Report. Given this market opportunity, we are focused on identifying key catchment areas to expand our network of Experience Centers. We have opened Large Format Experience Centers in Mumbai, Delhi and Hyderabad and plan to open one more Large Format Experience Center in Mumbai. These Large Format Experience Centers range in size from 20,000 to 60,000 square feet in built-up area, allow us to offer an extensive range of products and create an immersive shopping experience. In particular, having a variety of products on a luxury fashion platform contributes to improved conversion rates by addressing the diverse preferences and needs of a broad customer base. Additionally, the larger store formats are aimed at attracting higher footfall and ultimately increasing our customer base. By strategically positioning our Experience Centers in high-traffic areas, we aim to capture a significant share of the Indian luxury market and establish a strong presence in key metropolitan regions. For instance, our new Experience Centers in Fort in Mumbai and South Extension in Delhi were both opened in July and June 2025, respectively, and are Large Format Experience Centers, in line with this strategy. By investing in opening Large Format Experience Centers, we aim to capture a greater share of the Indian luxury fashion segment in markets where we already have a strong presence. Set out below are details of PPUS GMV generated from our Experience Centers in India, for the years indicated: Fiscal Region 2025 2024 2023 PPUS GMV % of Total PPUS GMV % of Total PPUS GMV % of Total (₹ million) PPUS GMV (₹ million) PPUS GMV (₹ million) PPUS GMV Mumbai 1,221.27 20.76% 1,274.32 20.49% 957.37 20.54% Delhi 1,251.42 21.27% 1,265.82 20.36% 850.48 18.25% Hyderabad 425.62 7.23% 279.77 4.50% 189.90 4.07% Ahmedabad 305.94 5.20% 266.72 4.29% 212.62 4.56% Rest of India* 702.77 11.95% 407.68 6.56% 172.59 3.70% *Rest of India includes Bengaluru, Kolkata, Chennai, Surat and Indore. We also have a track record in key markets such as India, US, UK and the Middle East, as highlighted by the PPUS GMV from these regions, for the years indicated: 176Fiscal Region 2025 2024 2023 PPUS GMV % of Total PPUS GMV % of Total PPUS GMV (₹ % of Total (₹ million) PPUS GMV (₹ million) PPUS GMV million) PPUS GMV India# 4,213.20 71.62% 4,037.20 64.93% 2,836.12 60.85% International US^ 973.57 16.55% 1,384.75 22.27% 1,173.92 25.19% UK# 369.18 6.28% 363.99 5.85% 267.67 5.74% Rest of the World* 327.15 5.55% 432.07 6.95% 383.23 8.22% Total 1,669.90 28.38% 2,180.81 35.07% 1,824.82 39.15% (International) Total PPUS GMV 5,883.10 100.00% 6,218.01 100.00% 4,660.94 100.00% # PPUS GMV of PPUS Omni-channel, including the PPUS GMV from Experience Centers located in the relevant region. ^The PPUS GMV attributable to the USA is only from our online platforms for Fiscal 2023, 2024 and 2025. That said, as of the date of this Draft Red Herring Prospectus, we are in the process of opening an Experience Center in New York. * Rest of the World includes Australia, Canada, the Middle East (including United Arab Emirates, Saudi Arabia, Qatar, Kuwait) and South East Asia (including Singapore), among others According to the 1Lattice Report, in recent years, luxury retail has continued to expand, particularly in regions such as North America, Europe, UK and Singapore. The demand for high-quality fashion and lifestyle products has grown steadily, reflecting a deeper appreciation for craftsmanship and curated experiences. Further, these are particularly attractive destinations, due to their established luxury markets and high purchasing power. These regions have significant populations of overseas Indians with 35% of them residing in these locations. Our international expansion strategy is centered on strengthening our online platform and opening additional Experience Centers in key global markets. We also plan to open a flagship Experience Center in New York, which will be an important milestone in our expansion plans. Deepen our existing customer base We have built a strong and loyal customer base, and we are dedicated to maintaining and enhancing this loyalty. By carefully curating our product range, we aim to provide our existing customers with more of the products they want. By understanding customer preferences and shopping behaviors through data, we can tailor the product range available on our platforms to better meet their needs. This personalized approach helps us keep our customers satisfied and strengthens our relationship with them, ensuring they continue to choose us for their fashion needs. Furthermore, our goal is to deepen our relationships with existing customers to improve revenue retention and increase the amount that they spend with us. We believe that by enhancing the overall customer experience, we can encourage more frequent purchases and higher spending. This involves offering a diverse and high-quality product range and providing strong customer service, both online and in-store and both before and after sale. Set out below are details of our Average PPUS GMV per customer, which indicates that customers are finding greater value in our offerings, leading them to spend more each year. Particulars Fiscal 2025 2024 2023 Average PPUS GMV per customer* (in ₹) 83,269.82 67,096.98 59,023.17 Year-on-year growth (%) 24.10% 13.68% NA Total customers^ 70,651 92,672 78,968 * Average PPUS GMV per customer is calculated by dividing Total PPUS GMV by total number of customers. ^In line with our strategy to optimize the Designer Brand/product mix available on our platform by reducing Designer Brands/products of lower value and instead focusing on more premium Designer Brands/products that drive high-value sales and profitability, our customer base has also reduced in Fiscal 2025 compared with Fiscal 2024. For further details, see “– Our Strategies – Increase and optimize our product categories and Designer Brand mix” on page 178. For instance, we have introduced dedicated sections for the ‘Pret’ category, which includes products priced between ₹15,000 and ₹35,000 in our Large Format Experience Centers. With the expansion of our store formats, we have created space specifically for products with price points between ₹15,000 to ₹35,000. This strategic move is designed to cater to a broader range of customer needs, including smaller occasions and casual wear, rather than being limited to wedding shopping. This expanded offering appeals to customers by providing greater access to designer wear for everyday and smaller occasion needs, making luxury fashion more attainable beyond just special events. It also encourages more frequent visits and purchases, as customers can now find stylish, quality options for a variety of occasions and events, not just weddings or major celebrations. By stocking these items across our physical Experience Centers, we anticipate an increase in customer frequency and engagement. 177Increase and optimize our product categories and Designer Brand mix We are committed to diversifying our product portfolio by introducing new categories, which will not only attract a broader audience but also enhance the overall shopping experience for our customers. By expanding our range of offerings, we aim to meet the varied needs and preferences of our customers, ensuring that they find everything they need from clothing, accessories, jewelry to shoes, under one roof. For further information on category-wise Designer Brands, see “– Product Portfolio” on page 180. For instance, we added jewelry in our product portfolio in 2018 and have also introduced real jewelry in 2024. We have already begun offering real jewelry in certain of our Experience Centers and over the next year, we plan to roll out this category more extensively, placing it in our Large Format Experience Centers in major cities such as Mumbai, Delhi, and Hyderabad. This strategic move will allow us to tap into the lucrative jewelry market and offer our customers a wider range of high-value products. We also intend to continue to focus on expanding the range of menswear available on our platform. According to the 1Lattice Report, menswear is witnessing a steady growth as men increasingly seek personalized, premium, and occasion-specific attire. This shift is influenced by growing fashion awareness, evolving cultural norms, and a preference for curated looks across both weddings and festive occasions. Together, these trends signal a broader evolution in male occasion dressing, suggesting significant future growth potential in the segment. We aim to provide a comprehensive selection of men’s fashion, including clothing, accessories, and footwear, to cater to the evolving tastes and preferences of our male clientele. In addition to expanding our product categories, we are also focused on optimizing our Designer Brand mix. For instance, to enhance our focus on top-selling Designer Brands, we have created dedicated sections to such Designer Brands in our Large Format Experience Centers. By providing dedicated spaces for these Designer Brands, we can offer a more curated and personalized shopping experience for our customers, making it easier for them to find and explore their favorite Designer Brands. This strategy also enables us to work more efficiently with our Designer Brands in terms of capital and inventory management. By concentrating on top-selling Designer Brands, we can optimize our inventory levels, ensuring that we stock the most in-demand products. The opening of our new Experience Center in Fort, Mumbai (India) in July 2025 exemplifies this strategy. This Experience Center features certain dedicated designer sections and certain larger sections for specific categories of products, each tailored to enhance the shopping experience for our customers by catering to varied needs of the customers. Further, since early 2024, we have implemented a strategy to optimize the Designer Brand and product mix available on our platform by reducing products of and Designer Brands with product lines of lower value (i.e., those valued at less than ₹15,000) and instead focusing on more premium Designer Brands that drive high-value sales and profitability. We have also focused on optimizing our customer base by optimizing the Designer Brand and product mix. As a result of these efforts, our PPUS AOV and PPUS Average Selling Price (“PPUS ASP”) have increased, while the number of Designer Brands have decreased, as set out below: Particulars Fiscal 2025 2024 2023 PPUS AOV (₹) 56,106.44 45,512.52 39,499.84 PPUS ASP (₹) 34,020.52 26,936.33 23,285.61 Designer Brands (in units) 1,312 1,910 1,794 Set out below is a more detailed change in our PPUS ASP by product category for the years illustrating the impact of this strategy. Particulars Fiscal 2025 2024 2023 (In ₹) Womenswear (up to ₹35,000 per product) 19,091.76 16,236.82 14,845.99 Womenswear (from ₹35,000 to ₹100,000 per product) 57,026.79 56,993.00 56,441.82 Womenswear (above ₹100,000 per product) 189,276.79 181,612.97 167,941.74 Menswear 27,514.38 22,631.48 18,795.04 Others (including jewelry, accessories and kidswear) 8,516.77 7,587.96 7,275.05 PPUS ASP 34,020.52 26,936.33 23,285.61 This demonstrates our commitment to focusing on high-value products that contribute more significantly to our bottom line. In line with this strategy, we have also expanded into the real and fine jewelry category, as these products typically have higher price points and margins. Furthermore, expanding our base of suitable Designer Brands is crucial for maintaining a fresh and diverse product offering. We intend to continue to achieve this by identifying and reaching out to emerging and established Designer Brands who align with our positioning. 178Continue to focus on profitability and cost structure Effective management of expenses is crucial for profitability, and we intend to continue to undertake initiatives to optimize our cost structure and enhance our financial performance. An area we are focusing on is maintaining and optimizing marketing spends and levels. For instance, by analyzing our marketing strategies and identifying areas where we can achieve the same or better results with lower expenditure, we have optimized our marketing budget. This approach has allowed us to allocate resources more efficiently and focus on high-impact marketing activities that drive customer engagement and sales. For instance, we curate events at our Experience Centers and other venues, which attract a targeted customer base that is interested in luxury fashion and Designer Brands and advertisements and advertorials in newspapers and magazines. These events provide opportunities for personalized interactions, styling advice, and direct exposure to new collections, which can drive higher conversion rates and customer loyalty. Set out below are details of our sales and marketing expenses for the years indicated: Fiscal Particulars 2025 2024 2023 Sales and marketing expenses (₹ million) 331.68 541.13 475.37 Revenue from operations (₹ million) 4,899.09 5,043.73 3,691.93 Sales and marketing expenses as a percentage of Revenue from operations (%) 6.77% 10.73% 12.88% Our sales and marketing expenses as a percentage of Revenue from operations demonstrate our commitment to cost optimization. While we aim to continue optimizing our sales and marketing expenses, we also plan to invest towards brand-building initiatives, including targeted marketing campaigns on social media platforms through targeted advertisements, promotions, messages, banners, pop-ups, product suggestions and notifications on our end-of-season sales, opening of Experience Centers, advertisements and advertorials in newspapers and magazines, digital marketing campaigns and collaboration with social media influencers and content creators, across India and especially in international markets. For further details, see “Objects of the Issue – Funding towards sales and marketing expenses incurred by our Company” on page 108. BUSINESS OPERATIONS Description of our Business PPUS is one of the largest and fastest growing multi-brand luxury omni-channel fashion platform in India in terms of revenue in FY 2024, serving customers in India and abroad, according to the 1Lattice Report. Our PPUS Omni-channel includes Experience Centers, the online platforms of PPUS including website, mobile application, other telephonic and digital sales channels and events and exhibitions. This integrated ecosystem provides unified customer experience across discovery, purchase, fulfillment, and after- sales support. We offered products from over 1,312 Active Designer Brands to customers residing in more than 100 countries across the globe in Fiscal 2025. (The remainder of this page has been intentionally left blank) 179Product portfolio We offer a curated assortment of luxury fashion, spanning womenswear, menswear, other categories such as jewelry, accessories and kidswear. (The remainder of this page has been intentionally left blank) 180Set out below are further details of our product categories. Details of products under each product category Womenswear Lehengas, sarees, kurta sets, anarkalis, sharara sets, dresses, gowns, kaftans, skirt sets, pant sets, jumpsuits, co-ord sets, tops, pants, tunics, blazers, skirts, gharara sets, jacket sets, among others 181Details of products under each product category Menswear Kurta sets, sherwanis, tuxedos, nehru jackets, bandhgalas, indo-western wear, western wear including shirts, and pants, among others 182Details of products under each product category Others (including jewelry, accessories and kidswear) Jewelry include necklaces, earrings, cuffs, bracelets, rings, bangles, brooches, nose rings, maangtikas, kaleeras, earcuffs, head pieces, arm bands,anklets,among others 183Details of products under each product category Accessories include bags, shoes, shawls, stoles, hair accessories, belts, buttons, cufflinks, pocket squares, ties (The remainder of this page has been intentionally left blank) 184Details of products under each product category Kidswear include lehengas, kurta sets, gowns, nehru jackets, sherwanis and blazer sets for kids 185Set out below are details of the PPUS GMV by product category for the years indicated: Fiscal 2025 2024 2023 Product Category PPUS % of Total PPUS % of Total PPUS % of Total GMV PPUS GMV PPUS GMV PPUS (₹ million) GMV (₹ million) GMV (₹ million) GMV Womenswear 4,451.30 75.66% 4,843.00 77.88% 3,797.50 81.47% Menswear 1,090.78 18.54% 960.48 15.45% 492.90 10.58% Others (including jewelry, accessories and kidswear) 341.02 5.80% 414.53 6.67% 370.54 7.95% Total PPUS GMV 5,883.10 100.00% 6,218.01 100.00% 4,660.94 100.00% Also set out below are details of the PPUS ASP by product category for the years indicated: Product Category Fiscal 2025 2024 2023 (in ₹) Womenswear 47,738.70 36,203.66 30,872.48 Menswear 27,514.38 22,631.48 18,795.04 Others (including jewelry, accessories and 8,516.77 7,587.96 7,275.05 kidswear) PPUS ASP 34,020.52 26,936.33 23,285.61 Designer Brands As of March 31, 2025, we source the products that we sell from 1,312 Active Designer Brands, including well-known Designer Brands such as Seema Gujral, Anushree Reddy, Amit Aggarwal and Rohit Gandhi & Rahul Khanna. Our platform addresses key challenges faced by Designer Brands in the luxury fashion industry, particularly around visibility, distribution, and access to premium retail environments. We offer Indian luxury Designer Brands visibility and access to a large, global customer base, while providing control over brand image and pricing integrity. Additionally, we are diversified in terms of our brand designer base, with no single Designer Brand contributing to more than 10% of our Total PPUS GMV in Fiscal 2025. We retail products of various Designer Brands globally. Agreements with Designer Brands We generally enter into onboarding agreements with our Designer Brands to govern the supply and retail of their products through our omni-channel platforms, which include both our online channels and Experience Centers as well as shows, events and exhibitions, i.e., the entire PPUS Omni-channel. These agreements establish a clear framework for the relationship and govern the understanding in relation to supply, marketing, pricing and delivery of the products. Product Supply, Delivery, and Commercial Terms Under these agreements, the Designer Brand is responsible for delivering products to us, while we handle deliveries to the customers. The commercial terms specify the applicable markdowns, which may vary based on product category and whether the transaction is an outright purchase, a back order or on a consignment basis. Agreements often stipulate a minimum annual buy amount or a minimum total business value at maximum retail price (“MRP”) that the Designer Brand must achieve during a quarter. Marketing, Merchandising, and Pricing Provisions The agreements also contain marketing and merchandising provisions. We are generally permitted to use the Designer Brands’ branding, imagery, or trademarks in any marketing or promotional materials. Certain agreements may require us to seek prior permission from the Designer Brand to use their intellectual property for marketing and promotions. Most agreements also require the Designer Brand to maintain uniformity in pricing across all sales channels. Order Processing, Quality Control, and Product Management Order processing and quality control procedures are also defined in these agreements. The Designer Brands must communicate product availability promptly and must adhere to the delivery time mutually agreed to. We are entitled to conduct quality checks upon receipt of the products. The agreements outline the process for handling alterations, customizations, and the reporting of defects. In the event that a product fails quality control or is returned by a customer due to a defect, the Designer Brands may be required to either rectify or replace the product, or if that is not possible, absorb the cost or pay a specified portion of the order value, 186in the manner specified in the agreement. If a customer cancels an order due to delays attributable to the Designer Brand or refusal by the Designer Brand after a purchase order has been issued, the Designer Brand may be liable for a portion of the order value. Returns, Liquidation, and Cost Absorption Additionally, returns and exchanges are typically restricted, with exceptions explicitly mentioned in the agreements. The terms specify the events in which the Designer Brand shall be responsible for bearing the cost of the returned product, including product defects in manufacturing or customization, delay in delivery attributable to the Designer Brand and cancellation by the customer for such reasons. In certain scenarios, we may have the right to attempt liquidation of returned products through our PPUS Omni- channel. If these products remain unsold after a specified period, the Designer Brand may be required to absorb the cost. The agreements also address the allocation of liability in cases where products are returned due to manufacturing defects including customization/alteration issues and/or delays attributable solely to the Designer Brand, often requiring the Designer Brand to bear a portion of the associated costs. Term and Renewal The duration of these agreements is typically set for one year, with most agreements including provisions for automatic renewal unless terminated by either party in accordance with the notice requirements specified in the onboarding agreement. (The remainder of this page has been intentionally left blank) 187Our Experience Centers Our Experience Centers are integral to our business operations and the PPUS GMV from Experience Centers constitute the largest portion of Total PPUS GMV for the Fiscals 2025, 2024 and 2023. We opened our first flagship Experience Center in Juhu, Mumbai in 2018 and as of March 31, 2025, have expanded our physical store presence to 14 Experience Centers globally, 13 of which are in India. We set up our first overseas Experience Center in London in the UK in 2019 and we are in the process of opening an Experience Center in New York in the US. We plan to continue expanding our presence in other geographies with a significant Indian diaspora such as the United States, United Kingdom and the Middle East. Set out below are details of the locations of our Experience Centers in India, as of the date of this Draft Red Herring Prospectus: Count of Experience Centers across the cities in India (as of the date of this Draft Red Herring Prospectus) Mumbai Delhi Bengaluru Chennai Kolkata Ahmedabad Indore Hyderabad Surat 3 3 1 1 1 1 1 1 1 Set out below is a map depicting our Experience Centers as of the date of this Draft Red Herring Prospectus: Map not to scale 188When selecting sites for new Experience Centers, we employ a strategic approach by targeting high-visibility locations on prominent high streets and in proximity to other luxury retailers. This deliberate placement is intended to attract premium clientele and maximize brand exposure. Our Experience Centers in metropolitan areas such as Mumbai, Delhi, Bengaluru, Hyderabad, Chennai, and Kolkata are situated in prestigious high street locations, according to the 1Lattice Report. We operate all our Experience Centers on either leasehold or leave and licensed premises, with terms ranging from approximately three to nine years. For example, our Experience Centers in Fort in Mumbai; South Extension and Indian Handicrafts Emporium, Mehrauli in Delhi; and in Hyderabad are Large Format Experience Centers. Our Large Format Experience Centers are designed to showcase a wide array of products and product categories from an extensive selection of Designer Brands. 189Our Experience Centers are designed to offer customers the opportunity to physically interact with products, try on apparel, and benefit from personalized styling advice provided by in-store personnel. This provides customers with the ability to touch and feel the products, assess their quality, and try them on for fit and comfort. Additionally, customers can get these products customized to better suit their needs and to ensure optimal fit, further enhancing satisfaction. Set out below is a breakdown of our Total PPUS GMV by geography, for the years indicated: Region Fiscal 2025 2024 2023 PPUS GMV % of Total PPUS GMV % of Total PPUS GMV % of Total (₹ million) PPUS GMV (₹ million) PPUS GMV (₹ million) PPUS GMV India# 4,213.20 71.62% 4,037.20 64.93% 2,836.12 60.85% International US^ 973.57 16.55% 1,384.75 22.27% 1173.92 25.19% UK# 369.18 6.28% 363.99 5.85% 267.67 5.74% Rest of the World* 327.15 5.55% 432.07 6.95% 383.23 8.22% Total (International) 1,669.90 28.38% 2,180.81 35.07% 1,824.82 39.15% Total PPUS GMV 5,883.10 100.00% 6,218.01 100.00% 4,660.94 100.00% # PPUS GMV of PPUS Omni-channel, including the PPUS GMV from Experience Centers located in the relevant region. ^The PPUS GMV attributable to the USA here is only from our online platforms for Fiscal 2023, 2024 and 2025. That said, we are in the process of opening an Experience Center in New York. * Rest of the World includes Australia, Canada, the Middle East (including United Arab Emirates, Saudi Arabia, Qatar, Kuwait) and South East Asia (including Singapore), among others. Set out below is a detailed breakdown of our Total PPUS GMV by geography and by channel, for the years indicated: Region Fiscal 2025 2024 2023 PPUS GMV (₹ million) Mumbai (Experience Centers) 1,221.27 1,274.32 957.37 Delhi (Experience Centers) 1,251.42 1,265.82 850.48 US^ 973.57 1,384.75 1,173.92 Hyderabad (Experience Center) 425.62 279.77 189.90 Ahmedabad (Experience Center) 305.94 266.72 212.62 Rest of India (Experience Centers)* 702.77 407.68 172.59 India (Online) 306.18 542.89 453.16 Rest of the World (Online)# 327.15 432.07 383.23 UK (omni-channel including London Experience Center) 369.18 363.99 267.67 Total PPUS GMV 5,883.10 6,218.01 4,660.94 Note: Since early 2024, we implemented a strategy to optimize the Designer Brand mix available on our platform by reducing Designer Brands with product lines of lower value and instead focusing on more premium Designer Brands, this has led to a decrease in Total PPUS GMV. * Rest of India (Experience Centers) include PPUS GMV from Experience Centers in Bengaluru, Kolkata, Chennai, Surat and Indore. # Rest of the World includes Australia, Canada, the Middle East (including United Arab Emirates, Saudi Arabia, Qatar, Kuwait) and South East Asia (including Singapore), among others. ^ The PPUS GMV attributable to the USA is only from our online platforms for Fiscal 2023, 2024 and 2025. That said, as of the date of this Draft Red Herring Prospectus, we are in the process of opening an Experience Center in New York. Online Platform Our online platform includes our website (www.perniaspopupshop.com) and our mobile application (Pernia’s Pop-Up Shop) available on both Android and iOS through which our customers can view our digital catalogue, select a product from our diverse product offering and place an order. Our website and mobile application are designed to provide a personalized and convenient shopping experience. Customers can browse and filter products not only by criteria such as price range, size, color and variety, but also by popularity, discounts, designer and delivery times. This means shoppers can easily find items from their favorite designers or select products based on how quickly they need them delivered. This ensures that each customer can efficiently locate products that best suit their preferences and requirements. Our platform also features sections for “New” products, highlighting product newness and curated fashion edits which we are personalized to target different customer behavior. Further, to help customers make informed purchasing decisions, we offer high-quality images of products from multiple angles. This feature allows shoppers to closely examine the details, fit, and style of the garments, providing a more accurate representation 190of the product than a single image could. Each listing includes precise and accurate product descriptions, detailing fabric, fit, care instructions, and unique features. Additionally, comprehensive shipping information is provided, including estimated delivery times and shipping options, so customers know exactly what to expect when placing an order. Our platform ensures a seamless checkout process with robust payment processing systems. Customers can choose from multiple payment options, including credit/debit cards, digital wallets, UPI payments, cash on delivery and other secure online payment gateway systems. This flexibility accommodates different preferences and enhances the overall convenience of shopping with us. We are committed to providing exceptional customer service and have a customer support team that is available 24/7 to assist with any inquiries or issues. Customers can reach out to our customer support team should they need help with product selection, order tracking, alterations or returns. Additionally, we also provide services where a customer can call a customer executive and view the products live over a video call. Overall, we believe that we have designed our platform to deliver a user-friendly, transparent, and enjoyable shopping experience for our customers. 191Technology and our Platform We believe that the simplicity of our platform creates an efficient and gratifying shopping experience for time-sensitive and leisure- oriented customers. Our technology also offers various features to further boost customer shopping experience, including customizable products, live transaction push notifications, prompt post-purchase transaction communication, and customer segmentation cookies that create unique and catered product offerings. We have invested prudently in technology as we scaled our business and are continuously evolving our infrastructure. Further, our customers expect seamless user experience with the ability to easily transition between desktop and mobile devices. We have a mobile-first approach focused on our app and mobile site. We introduced our mobile app in May and June of 2020 on Android and iOS, respectively. Since the launch of our mobile application until March 31, 2025, our mobile app has been downloaded 299,743 times and we had approximately 147,700 active downloads as of March 31, 2025. Additionally, we are constantly testing new features and capabilities, including enhanced product recommendation and site personalization. Customers We catered to customers located in 140 countries across the globe, in Fiscal 2023 to Fiscal 2025 collectively, and to customers in over 100 countries in Fiscal 2025 alone. We served a global base of more than 200,000 Unique Customers from Fiscal 2023 to Fiscal 2025 and in Fiscal 2025, we had 18.57 million Unique Visitors on our online platform. Set out below are details of our customers, for the years indicated: Particulars Fiscal 2025 2024 2023 70,651 92,672 78,968 Total customers Note: In line with our strategy to optimize the Designer Brand/product mix available on our platform by reducing Designer Brands/products of lower value and instead focusing on more premium Designer Brands/products that drive high-value sales and profitability, our customer base has also reduced in Fiscal 2025 compared with Fiscal 2024. For further details, see “– Our Strategies – Increase and optimize our product categories and Designer Brand mix” on page 178. 192Also see below details of Unique Visitors on our online platform in Fiscal 2025, by region: Region Unique Visitors (million) % of total Unique Visitors India 11.53 62.09% United States 3.84 20.68% United Kingdom 0.93 5.01% Canada 0.52 2.79% Middle East** 0.55 2.97% Rest of the World* 1.2 6.46% Total 18.57 100.00% ** Middle East includes United Arab Emirates, Saudi Arabia, Qatar and Kuwait, among others *Rest of the World includes Australia and South East Asia (including Singapore), among others. Operations and Fulfillment Our business model incorporates a backorder-system for a portion of our products, i.e., we do not hold a large stock of inventory of individual products, and accordingly customers that select a product will often place an order and pay for the product in advance. When a customer places an order, we promptly initiate the procurement process, purchasing the requested product directly from the Designer Brand through purchase orders, in the manner stipulated under our onboarding agreements. Throughout this period, we keep customers informed about the status of their order, providing updates on estimated delivery timelines and any changes that may occur. Once the product arrives at our Experience Centers, or back-end offices across India, we prioritize its processing, conduct thorough quality control checks, and arrange for delivery to the customer as soon as possible. This approach enables us to efficiently manage inventory levels and offer a broad selection of products without the need to keep every item (and in all sizes, where applicable) in stock at all times. This model benefits customers by granting access to a wider range of products, including those that may be in high demand or temporarily out of stock. It also allows us to operate more efficiently, reducing excess inventory and associated costs. Our commitment is to maintain transparency and clear communication, ensuring that customers are aware of expected delivery dates and any relevant updates throughout the backorder process. In addition, we maintain a selection of products that we own (e.g., products of Designer Brands purchased on an outright basis for onward sale including products of brands that are owned by us), as well as items that are provided to us on a consignment basis. In case of products procured on a consignment basis, we are entitled to shuffling of the products which remain unsold for a certain period, thereby enabling us to refresh our collection and assortment of products. In such cases the sale from the Designer Brand to us is considered to be made only immediately prior to the sale of the product by us to our customer. The decision regarding which procurement model to use for specific products is a commercial judgment. It depends on factors such as the terms of the Designer Brand, turnaround time, confidence in the product, among others. We have established partnerships with large logistics providers as well as a range of local and specialized logistics companies. By collaborating with these major international carriers and niche regional partners, we are able to offer reliable and efficient shipping solutions for our customers. This network of logistics providers enables us to handle a wide variety of delivery requirements, from standard shipments to more specialized or time-sensitive deliveries. These alliances ensure that we can provide comprehensive coverage and flexible shipping options to meet the diverse needs of our customers across different locations. Sales and Marketing We employ a comprehensive and multi-faceted approach to sales and marketing, designed to strengthen our brand presence and connect with our target audience across various platforms. Our marketing initiatives include curating events at our Experience Centers and other third-party venues, which attract a targeted customer base that is interested in luxury fashion and Designer Brands. These events provide opportunities for personalized interactions, styling advice, and direct exposure to new collections, which can drive higher conversion rates and customer loyalty. Set out below are details of certain recent marketing events we have undertaken: #PPUSKiDiwali by Pernia’s Pop-Up Studio (October 2024): We hosted our #PPUSKiDiwali celebration across multiple cities in India for the second time in 2024. The event featured festive collections from prominent Indian designers, among others. We brought together a blend of traditional and contemporary styles, offering attendees a curated selection of festive-ready ensembles. Pernia’s Pop-Up Show 2025: The Summer Bride & Groom (February–March 2025): Our biannual event, Pernia’s Pop-Up Show’s The Summer Bride & Groom edition was held in major cities such as Mumbai, Chennai, New Delhi, Hyderabad, and Ahmedabad. We highlighted bridal and grooms’ wear from leading designers such as Seema Gujral and Rohit Gandhi & Rahul Khanna. The event provided a comprehensive selection of outfits for pre-wedding functions and wedding ceremonies, catering to the needs of modern couples. Bride & Baraat (March 2025): Bride & Baraat was one of our experiential events, curated to present bridal collections from designers including Papa Don’t Preach by Shubhika, Abhinav Mishra and Minaxi Dadoo. Hosted at our Ahmedabad Experience Center, we offered more than just shopping, with additional features such as mehendi art, live music, and food and beverage options for attendees. Prêt Carnival by Pernia’s Pop-Up Studio (May 2025): Our Prêt Carnival was a traveling event that took place in cities such as 193Delhi, Kolkata, Ahmedabad, Mumbai, and Hyderabad. We showcased a curated range of ready-to-wear collections from designers such as Amit Aggarwal and Linen Bloom. Attendees could also participate in interactive activities, including tote bag customization, a nail art bar, a charm bracelet counter, and enjoy a dedicated food and beverage stall. 194Further, we also publish an exclusive, not-for-sale fashion magazine, First Look. Through this magazine, we offer readers an insider’s perspective on the latest trends, designer features, and style guides, further establishing our authority and thought leadership in the fashion industry. We actively promote our offerings through advertisements and advertorials in magazines and newspapers. We engage from time to time with newspapers and fashion magazines, which allows us to reach a large audience through both print and digital channels. Such engagements enhance our visibility and reinforces our association with high-end fashion. Further, we have a robust digital marketing strategy. We maintain a strong presence on social media platforms, where we engage with our community through regular posts, stories, and interactive content. We enter into collaborations with influencers and content creators to amplify our reach and connect with new audiences. These efforts are complemented by targeted digital advertising campaigns, aimed at ensuring that our brand remains top-of-mind for both existing and potential customers. We also engage in targeted advertisements, promotions, messages, banners, pop-ups, product suggestions and notifications on our end-of-season sales, opening of new Experience Centers, among others. Through these integrated sales and marketing initiatives, we continue to build awareness of our offerings, foster customer loyalty, and drive growth in an ever-evolving marketplace. Set out below are details of our sales and marketing expenses for the years indicated: Fiscal Particulars 2025 2024 2023 Sales and marketing expenses (₹ million) 331.68 541.13 475.37 Revenue from operations (₹ million) 4,899.09 5,043.73 3,691.93 Sales and marketing expenses as a percentage of Revenue from operations (%) 6.77% 10.73% 12.88% We anticipate that we will continue incurring expenses towards advertising and marketing in the future as we grow our business. Further, we may explore new forms of marketing in the future. Information Technology We believe that investment in IT infrastructure is essential to improve our operational efficiencies and enhance productivity. We continue to focus on building and improving our IT capabilities. We have implemented an enterprise resource planning solution, which we believe will help standardize our processes and supply the tools necessary for our management team in aspects of better sales planning, performance, longevity, collecting information on a real-time basis and enhancing profitability. The solution is designed to help us in the planning and management of our sourcing and manufacturing operations and to assist in the smooth functioning of finance, sales, purchase, inventory and payroll functions. In addition, we have been collecting data on customer demographics, purchase patterns and feedback at our Experience Centers and on our platforms, which constitutes our CRM database. We process, analyze and mine this data on a continuous basis, with a view to gauging and track market trends, changing consumer preferences, demographics and purchase patterns of customers. We analyze the CRM data and send customized and targeted emails to our customers. We also utilize services for email marketing, server hosting, and database management. Competition We face competition in the industry in which we operate. For further information, see “Industry Overview” on page 128 and “Risk Factors – Our industry is competitive in both the offline and the online channels, with the potential to adversely affect our sales and our ability to work at high margins. Our inability to compete effectively may adversely affect our business, financial condition, cash flows, results of operations and prospects” beginning on page 30. Human Resources As of March 31, 2025, we had a total of 1,058 permanent employees. The following table provides a breakdown of our employees by function as of March 31, 2025: Employee function Number of employees Merchandising and operations 234 Store and warehouse 349 Sales and marketing 361 Business support 63 Corporate functions 51 Total 1,058 Additionally, we also engage off-roll employees. For instance, in March, 2025, we had 228 off-roll employees primarily consisting of housekeeping and security staff. We believe in the continuous training and professional development of our employees. We provide comprehensive training programs, mentorship opportunities, and skill enhancement initiatives. By investing in our 195employees’ growth, we believe that we foster a culture of learning, innovation, and career advancement, ensuring their long-term success and contributing to our organization. In addition to compensation that includes salary and allowances, our employees receive statutory benefits (including employees provident fund, employees state insurance, gratuity benefits, maternity and other benefits, as applicable). In addition, we have implemented an employee stock option scheme for select employees. For further details, see “Capital Structure – Employee stock option plan” beginning on page 101. Intellectual Property Trademarks: As on the date of this DRHP, we have 13 registered trademarks under the Trade Marks Act, 1999, including for the word marks ‘Pernia’s Pop-Up Shop’, ‘PPUS’ and ‘The A-List’; and for the trademarks including , and under various classes. Further, we have filed for registration of five trademarks which are currently pending at various stages. As on the date of this Draft Red Herring Prospectus, we have 90 active domains registered in the name of our Company, including www.perniapopup.com, www.perniaspopupshop.com, www.thestylist.in, www.thefirstlook.co.in and www.wendellrodricks.com. For further details of our intellectual property, see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations or any revaluation of assets, in the last 10 years” on page 207 and for risks related to our intellectual property, see “Risk Factors — We may be unable to adequately maintain, protect and enforce our intellectual property rights, and may not be able to prevent others from unauthorised use of our intellectual property and other proprietary rights, which could harm our business and competitive position” on page 35. Insurance We maintain insurance policies for our business which are customary for our industry. These include policies in relation to standard fire and special perils insurance, plate glass insurance, business and directors’ & officers’ liability insurance, public liability insurance and money insurance. We believe that the insurance coverage currently maintained by us represents an appropriate level of coverage required to insure our business and operations. For risks related to our insurance coverage, see “Risk Factors — Our insurance coverage may not be sufficient or may not adequately protect us against risks and unexpected events, which may adversely affect our business, financial condition, cash flows, results of operations and prospects” on page 39. Property Our Company’s Registered and Corporate Office is located at CTS No. 1081, Plot no. 110, TPS Village, Service Road, Western Express Highway, Vile Parle East, Mumbai 400 057, Maharashtra, India. Our Registered and Corporate Office is licensed by us. The table below sets forth details of our properties as on the date of this Draft Red Herring Prospectus: S. No. Location Basis of arrangement / Nature of Term# holding Offices (including back-end offices) 1. Ground Floor, First Basement, Second Leave and License On a five year license from November 1, Basement, CTS No. 1081, Plot no. 110, 2021 TPS Village, ONGC Colony, Service Road, Western Express Highway, Vile Parle East, Mumbai 400 057, Maharashtra, India Lower Ground Floor, First Floor, Car Leave and License On a five year license from January 18, Parking and Driveway, CTS No. 1081, 2021 Plot no. 110, TPS Village, ONGC Colony, Service Road, Western Express Highway, Vile Parle East, Mumbai 400 057, Maharashtra, India 2. Unit No. 304, Third Floor of the building Leave and License On a five year license from May 18, ‘Satellite Gazebo’, situated at City 2022 Survey Nos. 464, 467,472A,472B and 472C of Village Chakala, Guru Hargovindji Marg, Andheri-Ghatkopar Link Road, Andheri East, Mumbai 4000 093, Maharashtra, India 196S. No. Location Basis of arrangement / Nature of Term# holding 3. First Floor, Property bearing No. A-287, Lease On a 33 month lease from July 1, 2023 Defence Colony, New Delhi 110 024, Delhi, India Basement and Ground Floor, Property Lease On a three year lease from April 1, 2023 bearing No. A-287, Defence Colony, New Delhi 110 024, Delhi Basement, Property bearing No. A-288, Lease On a five year lease from July 1, 2023 Defence Colony, New Delhi 110 024, Delhi Third Floor, Property bearing No. A- Lease On a five year lease from June 1, 2022 288, Defence Colony, New Delhi 110 024, Delhi Third Floor, Property bearing No. A- Lease On a five year lease from June 1, 2022 289, Defence Colony, New Delhi 110 024, Delhi 4. Property no. F-193-B, Ground Floor, Lease On a 11 months lease from March 1, Lado Sarai, New Delhi, Delhi, India 2025 Experience Centers 1. Ground to Fifth Floor, Ismail Building, Leave and License On a five year license from April 1, 2025 Flora Fountain, Fort, Mumbai 400 001, Maharashtra, India 2. First Floor, High Tide, Plot no. 30/B of Leave and License On a five year license from April 1, 2021 TPS no. III, Juhu Tara Road, Santa Cruz West, Mumbai 400 049, Maharashtra, India Ground Floor, Shop no. A, High Tide, On a five year license from April 1, 2021 Plot no. 30/B of TPS no. III, Juhu Tara Road, Santa Cruz West, Mumbai 400 049, Maharashtra, India Ground Floor, Shop no. B, High Tide, On a 35 month license from September Plot no. 30/B of TPS no. III, Juhu Tara 1, 2023 Road, Santa Cruz West, Mumbai 400 049, Maharashtra, India Ground Floor, Shop no. C, High Tide, On a four year license from September Plot no. 30/B of TPS no. III, Juhu Tara 1, 2023 Road, Santa Cruz West, Mumbai 400 049, Maharashtra, India 3. Shop no. 2, Ground and First Floor, Leave and License On a 55 month license from July 17, Silver Rock by S Raheja, Plot no. 131, 2024 Scheme IV. C.T.S. Nos. F/910. F/911, F/912 of Village Bandra, Guru Nanak Road, Bandra West, Mumbai 400 050, Maharashtra, India Ground and First Floor, Turner Heights On a five year license from September 1, Co-Op Housing Society Limited, CTS 2021 No. F/913, Plot No. 132, TPS-IV, at the junction of Guru Nanak Road and Almeida Park Road, Opposite Tawa Restaurant, Bandra West, Mumbai 400 050, Maharashtra, India Basement, Turner Heights Co-Op On a 54 month license from March 1, Housing Society Limited, Guru Nanak 2022 Road and Almeida Park Road, Opposite Tawa Restaurant, Bandra West, Mumbai 400 050, Maharashtra, India Ground Floor and Basement, Durga On a five year license from December Chambers, Waterfield Road, Opposite 21, 2023* Notandas Jewelers, Bandra West, Mumbai 400 050, Maharashtra, India* 4. Ground, First and Second Floor, Seasons Leave and License On a five year license from the handover Prem Sagar, Final Plot No. 61-62 of date of the premises** Town Planning Scheme Santacruz No. II, CTS No. G-136, Vallabhbhai Patel Road (Linking Road) and J. K. Mehta Road, Santacruz West, Mumbai 400 054, Maharashtra, India 197S. No. Location Basis of arrangement / Nature of Term# holding 5. 5, Main Mehrauli Road, Mehrauli, New Lease On a nine year lease from August 1, Delhi 110 030, Delhi, India 2022 6. Ground and First Floor, Property Lease On a 111 months lease from September Bearing No. 4-A, The Villa Haven, Ten 1, 2021 Style Mile, Kalka Das Marg, Mehrauli, New Delhi 110 030, Delhi, India 7. Basement, Ground to Third Floor, Lease On a 39 months license from April 1, Terrace, N-4, Ring Road, South 2025 Extension – 1, Block N, New Delhi 110 049, Delhi, India 8. Ground and Mezzanine Floor, Embassy Lease On a nine year lease from April 15, 2023 Diamante, Plot no. 34, Vittal Mallya Road, Ashok Nagar, Bengaluru 560 001, Karnataka, India 9. Old Door no. 32, New Door no. 4, Lease On a nine year lease from January 22, Sanchithanantham Towers, Rutland 2024 Gate 2nd Street, Khader Nawaz Khan Road, Nungmbakkan, Chennai 600 006, Tamil Nadu, India 10. Ground and First Floor, Premises no. 4, Leave and license On a three year license from March 1, Woodburn Court, Kolkata 700 020, 2023 West Bengal, India Second Floor, Premises no. 4, Woodburn Court, Kolkata 700 020, West Bengal, India 11. Unit no. 1, Ground Floor, Privilion, Lease On a nine year lease from December 10, Bopal Ambli Road, Near Iscon Cross 2022 Road, Off S. G. Highway, Ahmedabad 380 059, Gujarat, India Unit no. 1 and 2, Lower Ground Floor, On a nine year lease from July 1, 2023 Privilion, Bopal Ambli Road, Near Iscon Cross Road, Off S. G. Highway, Ahmedabad 380 059, Gujarat, India Unit no. 4, Lower Ground Floor, On a nine year lease from June 7, 2023 Privilion, Bopal Ambli Road, Near Iscon Cross Road, Off S. G. Highway, Ahmedabad 380 059, Gujarat, India Unit no. 5, Ground Floor, Privilion, On a nine year lease from May 15, 2022 Bopal Ambli Road, Near Iscon Cross Road, Off S. G. Highway, Ahmedabad 380 059, Gujarat, India Unit no. 5, Lower Ground Floor, On a nine year lease from June 7, 2023 Privilion, Bopal Ambli Road, Near Iscon Cross Road, Off S. G. Highway, Ahmedabad 380 059, Gujarat, India Unit no. 6, Ground Floor, Privilion, On a nine year lease from April 1, 2022 Bopal Ambli Road, Near Iscon Cross Road, Off S. G. Highway, Ahmedabad 380 059, Gujarat, India Unit no. 9, 10 and 11, Ground Floor, On a nine year lease from January 17, Privilion, Bopal Ambli Road, Near Iscon 2022 Cross Road, Off S. G. Highway, Ahmedabad 380 059, Gujarat, India 12. Upper Ground Floor, Parkoshtha I Lease On a five year lease from March 19, Block-A, BPK Titanium, Niranjanpur A. 2024 B. Road, Indore, Madhya Pradesh, India 13. Ground to Second Floor, Municipal Nos. Lease On a nine year lease from September 1, 8-2-585/1/A, B & C at Plot no. 37, Road 2023 no. 10, Banjara Hills, Hyderabad 500 034, Telangana, India 14. Ground Floor, Unit no. 3 at Rajhans Lease On a nine year lease from September 1, Montessa, Dumas Road, beside Le 2023 Meridien Hotel, Surat 395 007, Gujarat, India First Floor, Unit no. 103 at Rajhans Montessa, Dumas Road, beside Le 198S. No. Location Basis of arrangement / Nature of Term# holding Meridien Hotel, Surat 395 007, Gujarat, India 15. Unit no. 2, Ground Floor, 9-13 Lease On a six year lease starting from Grosvenor Street, London W1L 4QY, November 26, 2019 UK #The term of the agreements is calculated as per Ind AS 116 that sets out the principles for the recognition, measurement, presentation and disclosure of lease. * Our Company, pursuant to an addendum agreement dated August 22, 2025, has modified the terms of the leave and license agreement dated January 24, 2024 and will accordingly vacate the premises by November 30, 2025. **The premises has not been handed over to our Company as on the date of this Draft Red Herring Prospectus. Also see, “Risk Factors – The premises of all our Experience Centers are either licensed or leased. If we fail to renew these leases on competitive terms or at all or if we are unable to manage our lease rental costs, our business, financial condition, cash flows, results of operations and prospects would be materially and adversely affected.” on page 29. 199KEY REGULATIONS AND POLICIES The following is an overview of the certain sector specific Indian laws, regulations, statutes, notifications and policies which are applicable to our Company, our Material Subsidiary and business operations in India. The tax related statutes and applicable shops and establishment statutes, labour laws and other miscellaneous regulations and statutes apply to us as they do to any other Indian company. The information detailed in this section has been obtained from various statutes, regulations and/or local legislations and the bye laws of relevant authorities, as amended, that are available in the public domain. The description of laws and regulations set out below are not exhaustive and is 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 statutes and legislations, our Company is required to obtain certain licenses or registrations to conduct our business and operations. For details of government approvals obtained or applied for by the Company and our Material Subsidiary, see “Government and Other Approvals” beginning on page 350. The statements below are based on the current provisions of the Indian law, which are subject to amendments or modification by subsequent legislative actions, regulatory, administrative, quasi-judicial, or judicial decisions. Shops and Establishments Legislations Under the provisions of local shops and establishments legislations applicable in the states in which our shops and establishments are set up and business operations exist, 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. These shops and establishments acts, and the relevant rules framed thereunder, also prescribe penalties in the form of monetary fine or imprisonment for violation of provisions, as well as procedures for appeal in relation to such contravention of the provisions. Bureau of Indian Standards Act, 2016 Bureau of Indian Standards Act, 2016 provides for the establishment of the Bureau of Indian Standards (“BIS”) for the development of the following activities, including, inter alia, standardisation, conformity assessment and quality assurance of goods, articles, processes, systems and services, and for matters connected therewith and incidental thereto. Functions of the BIS include, inter alia, (a) recognizing as an Indian standard, with the prior approval of the Central Government, the mark of any international body or institution at par with the standard mark, for such goods, articles, process, system or service in India or elsewhere; (b) specifying a standard mark to be called the Bureau of Indian Standards Certification Mark which shall be of such design and contain such particulars as may be prescribed to represent a particular Indian standard; (c) providing training services in relation to inter alia, quality management, standards, conformity assessment; (d) publishing Indian standards; promotion of safety in connection with any goods, article, process, system or service; and (e) any such other functions as may be necessary for promotion, monitoring and management of the quality of goods, articles, processes, systems and services and to protect the interests of consumers and other stakeholders. The Legal Metrology Act, 2009 (the “Legal Metrology Act”) and the Legal Metrology (Packaged Commodities) Rules, 2011 (“Packaged Commodity Rules”) The Legal Metrology Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in weights, measures and other goods which are sold or distributed by weight, measure or number and for matters connected therewith or incidental thereto. The Legal Metrology Act provides that the units of weights and measures must be in accordance with the metric system based on the international system of units, and prohibits quotations made otherwise. The Legal Metrology Act and rules framed thereunder regulate, inter alia, the labelling and packaging of commodities, appointment of government-approved test centres for verification of weights and measures used by an entity, and lists penalties for offences and compounding of offences under it. 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 Packaged Commodity Rules define “pre-packaged commodity” as a commodity which without the purchaser being present is placed in a package of a pre-determined quantity. The Packaged Commodity Rules prescribes the regulations for imports, pre- packing, and the sale of commodities in a packaged form intended for retail sale, wholesale and for export and import, certain rules to be adhered to by importers, wholesale and retail dealers, the declarations to be made on every package, the size of label and/or importers and the manner in which the declarations shall be made, etc. For ease of doing burden and reducing the compliance burden, the Legal Metrology (Packaged Commodities) (Third Amendment) Rules, 2022 has exempted the garment and hosiery industry that sell garments or hosiery items in loose or open from making certain declarations on the package, including inter alia, common / generic name of the commodity, unit sale price, best before use date, etc. 200Sale of Goods Act, 1930 (the “Sale of Goods Act”) The Sale of Goods Act governs contracts relating to sale of goods in India. The contracts for sale of goods are subject to the general principles of the law relating to contracts. A contract of sale may be an absolute one or based on certain conditions. The Sale of Goods Act, 1930 contains provisions in relation to the essential aspects of such contracts, including the transfer of ownership of the goods, delivery of gods, rights and duties of the buyer and seller, remedies for breach of contract and the conditions and warranties implied under a contract for sale of goods. The Information Technology Act, 2000 (the “IT Act”) and the rules made thereunder The IT Act was enacted on June 9, 2000, with the aim to provide legal recognition to transactions carried out by means of electronic commerce or electronic exchange of data or through other electronic means. The IT Act seeks to (i) provide legal recognition to transactions carried out by various means of electronic data interchange involving alternatives to paper-based methods of communication and storage of information; (ii) facilitate electronic filing of documents; (iii) provide for security measures in relation to electronic records. The IT Act provides for extraterritorial jurisdiction over any offence or contravention under the IT Act committed outside India by any person, irrespective of their nationality, if the act or conduct constituting the offence or contravention involves a computer, computer system or computer network located in India. Additionally, the IT Act empowers the Government of India to direct any of its agencies to intercept, monitor or decrypt any information in the interest of sovereignty, integrity, defence and security of India, among other things. The IT Act imposes civil as well as criminal liability for various acts or offences, including, among others, tampering of computer source documents, unauthorized access of a computer system, breach of confidentiality and privacy, disclosing information in breach of a lawful contract, causing damage to a computer system and cyber-terrorism. The IT Act further imposes liability on a body corporate that possesses or handles any sensitive personal data and information (“SPDI”) in a computer resource owned, controlled, or operated by it and if it is negligent is taking adequate security measures in relation to such SPDI. The Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“IT Security Rules”) prescribes directions for the collection, disclosure, transfer and protection of sensitive personal data by a body corporate or any person acting on behalf of a body corporate. The IT Security Rules require every such body corporate to provide a privacy policy for handling and dealing with personal information, including sensitive personal data, ensuring security of all personal data collected by it and publishing such policy on its website. The IT Security Rules further require that all such personal data be used solely for the purposes for which it was collected, and any third-party disclosure of such data is made with the prior consent of the information provider, unless contractually agreed upon between them or where such disclosure is mandated by law. The Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021 (“IT Intermediary Rules”) prescribe a framework for the regulation of content published online. They lay down the due diligence obligations of the intermediaries, require intermediaries to prominently publish rules and regulations, privacy policy and user agreement and require intermediaries to inform their users, at least once a year, in case of a non-compliance. The IT Intermediary Rules requires intermediaries and publishers receiving, storing, transmitting, or providing any service with respect to electronic messages or any other information to not knowingly host, publish, transmit, select or modify any information prohibited under the IT Intermediary Rules, to disable hosting, publishing, transmission, selection or modification of such information once they become aware of it. The IT Intermediary Rules further requires the intermediaries to provide for a grievance redressal mechanism and appoint a nodal officer and a resident grievance officer. The Digital Personal Data Protection Act, 2023 (“DPDP Act”) The Parliament passed the DPDP Act on August 9, 2023 and received the assent of the President of India on August 11, 2023. The DPDP Act to replace the existing data protection provision, as contained in Section 43A of the IT Act. The DPDP Act seeks to balance the rights of individuals to protect their personal data, with the need to process personal data for lawful and other incidental purposes. The DPDP Act provides that personal data may be processed only for a lawful purpose after obtaining the consent of the individual and a notice has to be given before seeking consent. The provisions of the DPDP Act shall come into force upon being notified by the Central Government. An individual whose data is being processed (data principal), will have the right to inter alia (i) obtain information about processing; (ii) seek correction and erasure of personal data; and (iii) nominate another person to exercise rights in the event of death or incapacity. The DPDP Act lays down several duties for the data principal. As per the DPDP Act, data principal shall not inter alia (i) register a false or frivolous grievance or complaint; and (ii) furnish any false particulars or impersonate another person in specified cases. It further imposes certain obligations on data fiduciaries including (i) make reasonable efforts to ensure the accuracy and completeness of data, (ii) build reasonable security safeguards to prevent a data breach, (iii) inform the Data Protection Board of India (the “DPB”) and affected persons in the event of a breach, and (iv) erase personal data as soon as the purpose has been met and retention is not necessary for legal purposes (storage limitation). In case of government entities, storage limitation and the right of the data principal to erasure will not apply. The Central Government will prescribe details such as the number of members of the 201DPB and the selection process. The Ministry of Electronics and Information Technology has drafted the Digital Personal Data Protection Rules, 2025 (“DPDP Rules”) and placed the same before the public for comments. The draft DPDP Rules details the various implementation aspects of the DPDP Act, such as, inter alia, the notice by the data fiduciary to the individuals, registration and obligations of consent manager, processing of personal data for issuance of subsidy, benefit, service etc., applicability of reasonable security safeguards, intimation of personal data breach, providing details about availing of their rights by the individuals, processing of personal data of child or of person with disability, setting up the data protection board, appointment and service conditions of the chairperson and other members of the board, functioning of board as digital office, procedure to appeal to appellate tribunal among others. The DPDP Rules are not in force yet. Consumer Protection Act, 2019 (the “Consumer Protection Act”) The Consumer Protection Act was enacted with the aim to provide protection to consumers and facilitate efficient resolution of consumer disputes. It replaced the erstwhile Consumer Protection Act, 1986. It seeks, among other things, to promote and protect the interests of consumers against deficiencies and defects in goods or services and secure the rights of a consumer against unfair trade practices, which may be practiced by manufacturers, service providers and traders. The definition of “consumer” under the Consumer Protection Act includes persons engaged in offline or online transactions through electronic means or by tele-shopping or direct selling or multi-level marketing. One of the changes introduced by Consumer Protection Act is inclusion of the e-commerce industry under Consumer Protection Act with “e-commerce” defined to refer to the buying and selling of goods or services over digital or electronic network. The Consumer Protection Act broadly lists down six consumer rights, which includes, among others, the right to be protected against marketing of goods products or services which are hazardous to life and property, right to be informed about quality and standard of goods, products and services in order to protect the consumer against unfair trade practices, right to seek redress against unfair or restrictive trade practices or unscrupulous exploitation of consumers as well as the right to consumer awareness. The scope of unfair trade practices has been expanded to include representations or statements by means of electronic record. The Consumer Protection Act further provides for the establishment of consumer protection councils, a central consumer protection authority, and consumer disputes redress commissions, and lays down scope of powers and responsibilities of all such bodies. It also provides for mediation as an alternate dispute resolution mechanism for the resolution of consumer disputes and makes provisions for the establishment of a consumer mediation cell. The Consumer Protection Act provides for punishment of offences including non-compliance by any person with directions of the central consumer protection authority. In addition to awarding compensation and/or passing corrective orders, the forums and commissions under the Consumer Protection Act, in cases of misleading and false advertisements, are empowered to impose imprisonment for a term, which may extend to two years and fine which may extend to rupees ten lakh, and for every subsequent offence, imprisonment for a term which may extend to five years and a fine which may extend to rupees fifty lakh. The Consumer Protection (E-Commerce) Rules, 2020 (the “E-Commerce Rules”) and the proposed amendments to the E- Commerce Rules The Ministry of Consumer Affairs issued the E-Commerce Rules under the Consumer Protection Act, 2019 on July 23, 2020. The E-commerce Rules, include provisions regulating e-commerce transactions involving goods or services, including the marketing, sale and purchase of such goods or services. These rules apply to: (a) good/services purchased or sold vide digital or electronic network, including digital products; (b) marketplace and inventory e-commerce entities; (c) all e-commerce retailing; and (d) forms of unfair trade practices across all e-commerce models. It specifies the duties of e-commerce entities, duties and liabilities of marketplace e-commerce entities and those of inventory e-commerce entities, and duties of sellers on marketplace. The E-Commerce Rules further requires the e-commerce entities to appoint grievance officer and provide for a consumer grievance redressal mechanism. Any contravention of these rules attracts penal action under the provisions of Consumer Protection Act. The Government of India proposed amendments to E-Commerce Rules on June 21, 2021, introducing new requirements including mandatory registration for online retailers, ban on specific flash sales, prevention of misleading advertisements, and establishing “fall-back liability” making platforms responsible when sellers fail to deliver due to negligent conduct. The amendments would require e-commerce entities to partner with the national consumer helpline and share information within 72 hours with authorized government agencies for investigative, protective, or cybersecurity purposes. These amendments have not come into force as on the date hereof. The Central Consumer Protection Authority has issued “Guidelines for Prevention and Regulation of Dark Patterns, 2023” on November 30, 2023, for prevention and regulation of dark patterns. Dark patterns involve using design and choice architecture to deceive, coerce, or influence consumers into making choices that are not in their best interest. Dark patterns encompass a wide range of manipulative practices such as drip pricing, disguised advertisement, bait and switch, false urgency etc. These guidelines have not come into force as on the date hereof. 202Laws relating to foreign investment Foreign investment in India is governed by the provisions of FEMA Non-debt 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 regulates the mode of payment and reporting requirements for investments in India by a person resident outside India. The DPIIT on October 29, 2020 has issued the consolidated Foreign Direct Investment Policy of 2020, which lays down certain guidelines and conditions for foreign direct investment in various sectors. Laws relating to intellectual property The Trademarks Act, 1999 (“Trademarks Act”) and the rules thereunder The Trademarks Act governs the statutory protection of trademarks and prevention of the use of fraudulent marks in India. It 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 for commercial purposes as a trade description. Indian law permits the registration of trademarks for both goods 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 Controller General of Patents, Designs and Trademarks by any person claiming to be the proprietor of a trademark, 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. 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. Laws relating to labour and employment The various other labour and employment-related legislations (and rules issued thereunder) that may apply to our operations, from the perspective of protecting the workers’ rights and specifying registration, reporting and other compliances, and the requirements that may apply to us, would include the following: • Apprentices Act, 1961; • The Contract Labour (Regulation and Abolition) Act, 1970(2); • Employee’s Compensation Act, 1923(4); • Employees’ Provident Funds and Miscellaneous Provisions Act, 1952(4); • Employees’ State Insurance Act, 1948(4); • Equal Remuneration Act, 1976(1); • Minimum Wages Act, 1948(1); • Payment of Bonus Act, 1965(1); • Payment of Gratuity Act, 1972(4); • Payment of Wages Act, 1936(1); • Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; • Maternity Benefit Act, 1961(4); • Labour Welfare Fund Act, 1965; • Rights of Persons with Disabilities Act, 2016; and • The Child Labour (Prohibition and Regulation) Act, 1986. 203In order to rationalize and reform labour laws in India, the Government of India has framed four labour codes, namely: (1) The GoI enacted ‘The Code on Wages, 2019’ which received the assent of the President of India on August 8, 2019. Through its notification dated December 18, 2020, the GoI brought into force Sections 42(1), 42(2), 42(3), 42(10), 42(11), 67(ii)(s), 67(ii)(t) (to the extent that they relate to the Central Advisory Board) and Section 69 (to the extent that it relates to Sections 7, 9 (to the extent that they relate to the GoI and Section 8 of the Minimum Wages Act, 1948) and of the Code on Wages, 2019. The remaining provisions of this code will be brought into force on a date to be notified by the GoI. It proposes to subsume four separate legislations, namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976. (2) The GoI enacted ‘The Occupational Safety, Health and Working Conditions Code, 2020’ which received the assent of the President of India on September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the GoI. It proposes to subsume several separate legislations, including the Factories Act, 1948, the Contract Labour(Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996. (3) The GoI enacted ‘The Industrial Relations Code, 2020’ which received the assent of the President of India on September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the GoI. It proposes to subsume three separate legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. (4) The GoI enacted ‘The Code on Social Security, 2020’ which received the assent of the President of India on September 28, 2020. While Section 142 has been brought into force on May 3, 2021, the rest of the provisions of this code will be brought into force on a date to be notified by the GoI. It proposes to subsume several separate legislations including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Building and Other Construction Workers’ Welfare Cess Act, 1996 and the Unorganised Workers’ Social Security Act, 2008. Laws 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: (a) Income Tax Act 1961, the Income Tax Rules, 1962, as amended by the Finance Act in respective years; (b) Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 and the various state-wise legislations made thereunder; (c) The Integrated Goods and Service Tax Act, 2017; (d) State-wise legislations in relation to professional tax; and (e) Indian Stamp Act, 1899 and various state-specific legislations made thereunder. Other Legislations In addition to the above, our Company is also required to comply with other applicable laws and regulations imposed by the Centre or the State Governments and other local authorities for its day-to-day operations, including the provisions of the Companies Act, 2013 and the relevant rules, regulations, and orders framed thereunder, the Arbitration and Conciliation Act, 1996, Indian Contract Act, 1872, Competition Act, 2002, municipal laws, fire safety laws, to the extent applicable to us. 204HISTORY AND CERTAIN CORPORATE MATTERS Brief history of our Company Our Company was incorporated as ‘Purple Style Labs Private Limited’ at Mumbai, Maharashtra as a private limited company under the Companies Act pursuant to a certificate of incorporation dated August 6, 2015, issued by the Deputy Registrar of Companies, Maharashtra at Mumbai. Subsequently, our Company was converted to a public limited company and the name of our Company changed to ‘Purple Style Labs Limited’ pursuant to a Board resolution dated October 23, 2023 and Shareholders’ resolution dated November 21, 2023, and a fresh certificate of incorporation dated December 13, 2023 was issued by the RoC. Changes in the registered office Except as disclosed below, there has been no change in the registered office of our Company since its incorporation. Effective date of change Details of change in the registered office Reasons for change in the registered office March 14, 2019 The registered office of our Company was changed from B - 1101, Operational and administrative Oberoi Splendor, JV Link Road, Andheri East, Mumbai 400 060, convenience Maharashtra, India to SH-102, CTS-1040 TPS II, 30-B, B Wing, High Tide, Juhu Tara Road, Santacruz W, Off Millinium Estate, Mumbai 400 049, Maharashtra, India. November 7, 2021 The registered office of our Company was changed from SH-102, Operational convenience CTS-1040 TPS II, 30-B, B Wing, High Tide, Juhu Tara Road, Santacruz W, Off Millinium Estate, Mumbai 400 049, Maharashtra, India to CTS No. 1081, Plot no. 110, TPS Village, Service Road, Western Express Highway, Vile Parle East, Mumbai 400 057, Maharashtra, India. Main Objects of our Company The main objects contained in our Memorandum of Association are as mentioned below: 1. “To carry on the business as weavers or otherwise manufacturers, buyers, sellers, importers, exporters and dealers of silk, art silk, synthetic, woollen and cotton fabrics and other fibrous products including dressing and furnishing materials, uniforms, readymade garments, carpets and carpet backing, blankets padding knitted goods, woven bags, hosiery gloves, yarn and sewing thread and, to carry on the business of packing, grading, crimping, twisting, texturing, bleaching dyeing, printing, mercerizing or otherwise processing yarn, cloth, carpets, blankets and other textile goods, whether made from cotton, jute, wool, silk, art silk, synthetic and other fibres or blends thereof.” 2. “To carry on the business of providing services in technology, branding, marketing, sales and other value added services for apparel and lifestyle brands of the products whether manufactured by the company or others and to provide solutions and services related to fabric, yarn, apparels, life style brands by sales, exhibitions, web technologies, internet and e-commerce or otherwise to set up channels, web portals, data management, artificial intelligence tools, design studios and providing similar guidance, consultancy services for setting up or integration of businesses or otherwise by purchasing or leasing any movable and immovable properties to carry on these activities.” The main objects as contained in our Memorandum of Association enable our Company to carry on the business presently being carried out and proposed to be carried out and the activities which have been carried in the last ten years are valid in terms of the objects clause of the Memorandum of Association. Amendments to the Memorandum of Association in the last 10 years Set out below are the amendments to our Memorandum of Association in the last 10 years preceding the date of this Draft Red Herring Prospectus: Date of Shareholders’ Particulars resolution January 8, 2016 Clause V(a) of the Memorandum of Association was amended to reflect an increase in authorised share capital of our Company from ₹1,000,000 divided into 100,000 equity shares of face value of ₹10 each to ₹2,500,000 divided into 250,000 equity shares of face value of ₹10 each. August 11, 2016 Clause V(a) of the Memorandum of Association was amended to reflect reclassification of the authorised share capital of our Company from ₹2,500,000 divided into 250,000 equity shares of face value of ₹10 each to 100,000 equity shares of face value of ₹10 each and 150,000 preference shares of face value of ₹10 each. 205Date of Shareholders’ Particulars resolution November 30, 2021 Clause III (A) of the Memorandum of Association was amended to include the following objects clause: “To carry on the business of providing services in technology, branding, marketing, sales and other value added services for apparel and lifestyle brands of the products whether manufactured by the company or others and to provide solutions and services related to fabric, yarn, apparels, life style brands by sales, exhibitions, web technologies, internet and e-commerce or otherwise to set up channels, web portals, data management, artificial intelligence tools, design studios and providing similar guidance, consultancy services for setting up or integration of businesses or otherwise by purchasing or leasing any movable and immovable properties to carry on these activities.” June 23, 2022 Clause V of the Memorandum of Association was amended to reflect an increase in and further classification of the authorised share capital of our Company from ₹2,500,000 divided into 100,000 equity shares of face value of ₹10 each aggregating to ₹1,000,000 and 150,000 preference shares of face value of ₹10 each aggregating to ₹1,500,000, to ₹22,500,000 divided into 100,000 equity shares of face value of ₹10 each aggregating to ₹1,000,000, 150,000 preference shares of face value of ₹10 each aggregating to ₹1,500,000 and 2,000 class 1 compulsorily convertible preference shares of face value of ₹10,000 each aggregating to ₹20,000,000. May 4, 2023 Clause V of the Memorandum of Association was amended to reflect an increase in the authorised share capital of our Company from ₹22,500,000 divided into 100,000 equity shares of face value of ₹10 each aggregating to ₹1,000,000, 150,000 preference shares of face value of ₹10 each aggregating to ₹1,500,000 and 2,000 class 1 compulsorily convertible preference shares of face value of ₹10,000 each aggregating to ₹20,000,000 to ₹82,500,000 divided into 100,000 equity shares of face value of ₹10 each aggregating to ₹1,000,000, 150,000 preference shares of face value of ₹10 each aggregating to ₹1,500,000 and 8,000 class 1 compulsorily convertible preference shares of face value of ₹10,000 each aggregating to ₹80,000,000. November 21, 2023 Clause I of the Memorandum of Association was amended to reflect the change in name of our Company from ‘Purple Style Labs Private Limited’ to ‘Purple Style Labs Limited’ pursuant to the conversion of our Company from a private limited company to a public limited company. August 28, 2025 Clause V of the Memorandum of Association was amended to reflect an increase in the authorised share capital of our Company from ₹82,500,000 divided into 100,000 equity shares of face value of ₹10 each aggregating to ₹1,000,000, 150,000 preference shares of face value of ₹10 each aggregating to ₹1,500,000 and 8,000 class 1 compulsorily convertible preference shares of face value of ₹10,000 each aggregating to ₹80,000,000, to ₹1,082,500,000 divided into 100,100,000 equity shares of face value of ₹10 each aggregating to ₹1,001,000,000, 150,000 preference shares of face value of ₹10 each aggregating to ₹1,500,000 and 8,000 class 1 compulsorily convertible preference shares of face value of ₹10,000 each aggregating to ₹80,000,000. Major events and milestones of our Company The table below sets forth some of the key events and milestones in the history of our Company: Calendar year (unless otherwise Particulars mentioned) 2018 Acquired the assets pertaining to the brand, “Pernia’s Pop-Up Shop” Opened an Experience Center in Juhu, Mumbai, Maharashtra 2019 Opened an offshore Experience Center in London, United Kingdom 2020 Entered into an agreement with Retreat N Style India Private Limited for the acquisition of the intellectual property of the brand ‘Wendell Rodricks’, its archives etc. Entered into an agreement with Hemant Trivedi for the acquisition of the design library, archives, intellectual 2021 property, and associated goodwill of the brand ‘Hemant Trevedi’ 2022 Opened a Large Format Experience Center in Mehrauli, Delhi 2023 Opened a Large Format Experience Center in Hyderabad, Telangana 2024 Our Company crossed the ₹5,000 million revenue mark 2025 Opened two Large Format Experience Centers at South Extension, Delhi and Fort, Mumbai Key awards, accreditations, or recognition received by our Company Set out below are some of the key awards, accreditations, or recognition received by our Company: Calendar Year Particulars 2023 Featured in Financial Times – Statista ranking of 500 High Growth Companies Asia-Pacific, 2023 in the top 100 fastest growing businesses in the region 2024 Featured in Financial Times – Statista ranking of 500 High Growth Companies Asia-Pacific, 2024 in the top 100 fastest growing businesses in the region 2025 Featured in Financial Times – Statista ranking of 500 High Growth Companies Asia-Pacific, 2025 in the top 100 fastest growing businesses in the region 206Time/cost overrun in setting up projects There has been no time/ cost overrun in respect of our business operations, as on the date of this Draft Red Herring Prospectus. Lock-out and strikes There have been no lock-outs or strikes at any time in our Company. Defaults or re-scheduling/re-structuring of borrowings with financial institutions/banks Except for certain loan facilities which were restructured due to the COVID-19 nationwide lockdown imposed by the Government of India, wherein the lenders granted moratoriums ranging from two to four months, there have been no defaults or rescheduling/restructuring of borrowings with financial institutions/ banks in respect of our Company’s borrowings from the lenders. As of the date of the Draft Red Herring Prospectus, our Company has no outstanding amounts payable to such lenders. Significant financial or strategic partnerships Our Company does not have any significant financial and/or strategic partners, as on the date of this Draft Red Herring Prospectus. Capacity/ facility creation, location of plants, launch of key products or services, entry into new geographies or exit from existing markets For details of key products or services launched by our Company, entry into new geographies or exit from existing markets to the extent applicable, see “Our Business”, “– Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations or any revaluation of assets, in the last 10 years” and “– Major Events and Milestones of our Company” on pages 167, 207 and 206, respectively. Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations or any revaluation of assets, in the last 10 years Except as disclosed below, there has been no material acquisition or divestment of any business or undertaking, merger, amalgamation or revaluation of assets in the last 10 years: Asset Purchase Agreement dated February 3, 2018 by and between Pernia Qureshi Consultancy Private Limited (“Seller”) and our Company (“Agreement”) read with License Agreement dated February 3, 2018 by and between the Seller and our Company (“License Agreement”) Pursuant to the Agreement, our Company purchased the business, website, mobile applications along with all related business intellectual property rights, goodwill, fixed and/or moveable assets of Pernia’s Pop-Up Shop (“PPUS”) from the Seller for a consideration of ₹120.00 million. Our Company did not commission an external valuation report for the License Agreement, as there was no legal requirement to do so under the applicable laws at the time such agreement was executed. In addition to the Agreement, our Company entered into a separate License Agreement with the Seller for a one-time license fee of ₹10,000. In addition to the ownership rights over all intellectual property pertaining to the brand PPUS, acquired under the Agreement, under such License Agreement, our Company also has the right to perpetual, sole, exclusive, worldwide use of “perniaspopupshop”, “Pernia’s Pop Up Shop”, “PPUS” and/or any formatives and/or derivatives of such names including by adding a word before or after such names in India and other relevant jurisdictions. In relation to such exclusive use of the terms, the Company is also permitted to seek trademark registration of such Terms under the Trade Marks Act, 1966. For further details, please see “Our Business – Intellectual Property” and “Risk Factors – We may be unable to adequately maintain, protect and enforce our intellectual property rights, and may not be able to prevent others from unauthorised use of our intellectual property and other proprietary rights, which could harm our business and competitive position” on pages 196 and 35, respectively. There was no relationship between our Promoter and Directors with the Seller. Business Transfer Agreement dated November 2, 2020 by and between Retreat N Style India Private Limited (“Transferor”) and our Company (“Wendell Rodricks Agreement”) Pursuant to the Wendell Rodricks Agreement, our Company purchased the core business of designing, producing and retailing of merchandise under the brands “Wendell Rodricks” and “Wendell Rodricks Couture Creation” undertaken by the Transferor, assets, liabilities and the licensing business of the Transferor which includes licensing of the brands “Wendell Rodricks” and “Wendell Rodricks Couture Creation” for business collaborations. Our Company paid a lump sum consideration of ₹14.76 million for the purchase on a going concern basis, including ₹13.76 million for the core business of the Transferor and ₹1.00 million for the licensing business of the Transferor. No compliance obligation 207arises on our Company in relation to the requirement for a valuation report which was mandated vide amendment to section 50B of the Income Tax Act, 1961 which came into effect on April 1, 2021, retrospectively from April 1, 2020. Therefore, a valuation report was not mandated to be procured by our Company for the Wendell Rodricks Agreement. There was no relationship between our Promoter and Directors with the Seller. Business Agreement dated January 29, 2021 by and between Hemant Trivedi (“Seller”) and our Company (“Business Agreement”) Pursuant to the Business Agreement, our Company acquired the Seller’s design library, archives, intellectual property and associated goodwill (“Transferred Assets”). The Seller undertook the sale and transfer of the Transferred Assets on a lump sum basis for a consideration of ₹3.50 million without assigning individual value to any specific asset. This included the transfer of full legal, beneficial title and ownership of the Seller to the Transferred Assets, resources and privileges attached thereto. Under the Business Agreement, the Seller further provided access to our Company to all elements forming a part of the Transferred Assets including social media account, design catalogue, website pertaining to the Transferred Assets. No compliance obligation arises on our Company in relation to the requirement for a valuation report which was mandated vide amendment to section 50B of the Income Tax Act, 1961 which came into effect on April 1, 2021, retrospectively from April 1, 2020. Therefore, a valuation report was not mandated to be procured by our Company for the Business Agreement. There was no relationship between our Promoter and Directors with the Seller. Shareholders’ agreements and other material agreements Except as set out below, there are no other arrangements or agreements, deeds of assignment, acquisition agreements, shareholders’ agreements, inter-se agreements, any agreements between our Company, our Promoters and our Shareholders, agreements of like nature and clauses/ covenants which are material to our Company. Further, there are no other clauses/ covenants that are adverse or prejudicial to the interest of the minority and public shareholders of our Company. Further, except as disclosed below and elsewhere in this section, there are no other agreements / arrangements entered into by our Company or clauses / covenants applicable to our Company which are material and which are required to be disclosed, or the non- disclosure of which may have a bearing on the investment decision of prospective investors in the Issue. Furthermore, as on the date of this Draft Red Herring Prospectus, except as entered in the normal course of business and as disclosed elsewhere in this section, there are no agreements entered into by the Shareholders, Promoter, members of our Promoter Group, related parties, Directors, Key Managerial Personnel, employees of our Company, Subsidiaries or associates, among themselves or with our Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of our Company or impose any restriction or create any liability upon our Company. A. Key Terms of all Subsisting Shareholders Agreements Restated Shareholders’ Agreement dated June 30, 2022 (“Restated SHA”) amongst our Company, our Promoter and investors as defined in the Shareholders’ Agreement (collectively, referred to as “Parties”) as amended pursuant to the Amendment cum Termination Agreement dated July 29, 2025 (“Amendment cum Termination Agreement”) (Restated SHA and Amendment cum Termination Agreement, collectively referred to as “Shareholders’ Agreement”) Our Company, Promoter and investors entered into the Restated SHA to inter alia, record their understanding with respect to the rights of the respective parties, including with respect to the rights and obligations between the shareholders including the Promoter and the Company, and the terms and conditions pertaining to the management and operations of our Company. The Restated SHA was further amended vide the Amendment cum Termination Agreement with the objective of enabling the implementation of the Issue. Pursuant to the Amendment cum Termination Agreement, certain provisions have been amended, including deletion of certain rights such as: (i) rights in relation to restrictions on transfer of Equity Shares inter alia the tag along rights, right of first offer for the Promoter and right of first refusal; (ii) anti-dilution protection; (iii) liquidation preference; (iv) pre-emptive rights; (v) right to nominate directors; (vi) information and observer rights; (vii) reserved matters and (viii) exit rights, which were previously provided under the Restated SHA. The Shareholders’ Agreement, along with all rights available to the parties, under such agreements shall be terminated upon commencement of listing and trading of the Equity Shares on the stock exchanges pursuant to the Issue. Inter-se agreement dated September 5, 2025 entered into by and between our Company and Volrado Venture Partners Fund II, Singularity Growth Opportunities Fund I, ValueQuest SCALE Fund and Alchemy Long Term Ventures Fund (collectively, the “Institutional Investors”) (“Inter-se Agreement”) Our Company and the Institutional Investors entered into an Inter-se Agreement to record the Company’s obligations following the IPO Long Stop Date (as defined below). Under the Inter-se Agreement, if the Company fails to complete the initial public offering 208by the earlier of: (i) December 31, 2026, or such extended cut-off date for the initial public offering (“IPO”) as may be mutually agreed by the Parties; (ii) the date of rejection of the Draft Red Herring Prospectus by SEBI or the date on which the IPO fails for any other reason; (iii) expiry of 12 months from the date of receipt of final observations from SEBI; or (iv) termination of the Inter- se Agreement (“IPO Long Stop date”), then the Company shall grant substantially similar rights as provided under the Restated SHA (as defined above) to the Institutional Investors, or to other members of the Company holding at least 0.5% of the Company’s fully diluted shareholding as of such date, along with any other categories of persons deemed appropriate by the Board. The Inter- se Agreement shall automatically terminate upon commencement of trading of the Equity Shares on the Stock Exchanges pursuant to an IPO. B. Key terms of other material agreements Except as disclosed in “– Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations or any revaluation of assets, in the last 10 years” and “– Shareholders’ agreements and other material agreements”, our Company has not entered into any material agreements other than in the ordinary course of business of our Company. Agreements with Key Managerial Personnel, members of Senior Management, Directors, Promoter, or any other employee None of our Key Managerial Personnel or members of Senior Management, Director, Promoter, or any other employee have entered into any agreement with any shareholder or any third party with regard to compensation or profit sharing in connection with dealings in the securities of our Company. Details of guarantees given to third parties by the Promoter Our Promoter has not given any guarantees to third parties with respect to our Company that are outstanding as on the date of this Draft Red Herring Prospectus. Holding Company Our Company does not have any holding company. Our associates and joint ventures As on the date of this Draft Red Herring Prospectus, our Company does not have any joint ventures or associates. Our Subsidiaries As on the date of this Draft Red Herring Prospectus, our Company has three Subsidiaries, out of which two are foreign Subsidiaries. Our Indian Subsidiary PSL Retail Private Limited (“PSL Retail”) Corporate Information PSL Retail was incorporated on August 29, 2019, as a private limited company under the Companies Act. Its corporate identity number is U52320MH2019PTC329932. Its registered office is located CTS No. 1081, Plot No. 110, TPS Village, Service Road, Western Express Highway, Vile Parle (East), Mumbai, 400 057, Maharashtra, India. Nature of Business PSL Retail engages in the business of retail of designer womenswear, menswear and others including jewelry, accessories, and kidswear. PSL Retail operates the business of Pernia’s Pop-Up Shop through the Experience Centers in India and its online platform. Capital Structure The authorized share capital of PSL Retail is ₹500,000 divided into 20,000 equity shares of face value of ₹10 each and 30,000 preference shares of face value of ₹10 each. PSL Retail’s issued, subscribed and paid-up share capital is ₹100,900 divided into 10,090 equity shares of ₹10 each. 209Shareholding As of the date of this Draft Red Herring Prospectus, the shareholding pattern of PSL Retail is as follows: S. No. Name of the shareholder Number of equity shares held Percentage of the total equity shareholding (%) 1. Purple Style Labs Limited 10,089 99.99 2. Abhinav Agarwal* 1 0.01 Total 10,090 100.00 * Nominee of Purple Style Labs Limited. Our foreign subsidiaries 1. Purple Style Labs UK Limited (“PSL UK”) Corporate information PSL UK was incorporated on April 18, 2019, as a private company limited by shares in England and Wales under the Companies Act, 2006, pursuant to a certificate of incorporation dated April 18, 2019, issued by the Companies House, Cardiff. PSL UK’s Company Number is 11953992 and its registered office is situated at Unit 2, Ground Floor, 11 Grosvenor Street, London, United Kingdom – W1K 4QY. Nature of business PSL UK is engaged in operating a retail store in the name of Pernia’s Pop-Up Studio, an Experience Center, in London, United Kingdom. Capital structure The paid-up share capital of PSL UK is £2,037 divided into 2,037 ordinary shares of £1 each. Shareholding pattern The shareholding pattern of PSL UK as on the date of this Draft Red Herring Prospectus is as follows: Name of the shareholder Number of ordinary shares of face value £1 each Percentage of total shareholding (%) Purple Style Labs Limited 2,037 100.00 2. Purple Style Labs USA, Inc. (“PSL USA”) Corporate information PSL USA was incorporated on April 16, 2025, as a Delaware Corporation registered with Division of Corporations, Secretary of State, Delaware. The registered office is situated in the State of Delaware at 251 Little Falls Drive, in the City of Wilmington, County of New Castle, USA - 19808. Nature of business PSL USA has been incorporated to engage in operating Experience Centers in the name of Pernia’s Pop-Up Studio, brick-and- mortar store, in New York City and other cities in United States of America. Capital structure PSL USA is authorized to issue one class of shares to be designated common stock. The total number of shares of common stock PSL USA has authority to issue is 10,000,000 with a par value of $0.00001 per share. Shareholding pattern The shareholding pattern of PSL USA as on the date of this Draft Red Herring Prospectus is as follows: Name of the shareholder Shares of common stock Percentage of total shareholding (%) Purple Style Labs Limited 10,000,000 100.00 210Accumulated profits or losses As on the date of this Draft Red Herring Prospectus, there are no accumulated profits or losses of any of our Subsidiaries that have not been accounted for by our Company in the Restated Consolidated Financial Information. Common pursuits between our Subsidiaries and our Company Our Subsidiaries have common pursuits with our Company. Our Subsidiaries do not compete with our Company and accordingly, there is no conflict of interest. Further, our Company and our Subsidiaries will adopt the necessary procedures and practices, as permitted by law, to address any conflict situation if it may arise. Business interests in our Company Except as disclosed below and in the ordinary course of business and as provided in “Restated Consolidated Financial Information – Note 47 - Related party disclosures” on page 286, none of our Subsidiaries have any business interests in our Company: Business agreement dated April 1, 2022 between our Company and PSL Retail as amended by amendment agreement dated April 1, 2023 and second amendment agreement dated April 1, 2024 (collectively, the “PSL Retail Business Agreement”) Under the PSL Retail Business Agreement, our Company is obligated to provide certain services to PSL Retail, including liason with designers, managerial, financial, legal, corporate secretarial, marketing and technology related services (including domain for hosting the website). In return, PSL Retail is required to pay our Company a quarterly fee equivalent to 17% of the retail price (exclusive of applicable taxes) for each stock keeping unit sold. Memorandum of understanding dated April 1, 2023 between our Company and PSL Retail (“PSL Retail MoU”) Pursuant to the PSL Retail MoU, our Company will supply apparel, accessories and lifestyle products for PSL Retail to retail such products through its sales channels. The sale of the products by our Company to PSL Retail shall be at such consideration that is mutually agreed from time to time. Business Agreement dated July 1, 2019 between our Company and Purple Style Labs UK Limited (“PSL UK”) as amended by amendment agreement dated April 1, 2024 (collectively, the “PSL UK Business Agreement”) Under the PSL UK Business Agreement, our Company is obligated to provide certain services to PSL UK, including procurement and export of merchandise to the UK, marketing services including through means of digital and social media, sales and retail vide digital means, technical, legal and human resources services. In return, PSL UK is required to pay our Company a quarterly fee equivalent to 17% of the retail price (exclusive of applicable taxes) for each stock keeping unit sold. Other Confirmations The equity shares of our Subsidiaries are not listed on any stock exchanges. None of the securities of our Subsidiaries have been refused listing by any stock exchange in India or abroad. There is no conflict of interest between the lessors of any immovable properties of our Company (which are crucial for the operations of our Company) and/or our Company, Subsidiaries or our Subsidiaries’ directors. There is no conflict of interest between any suppliers of raw materials or third-party service providers of our Company (which are crucial for operations of the Company) and/or our Company, Subsidiaries or our Subsidiaries’ directors. 211OUR MANAGEMENT Under the Articles of Association, our Company is required to have not less than three Directors and not more than 15 Directors on the Board, provided that our Shareholders may appoint more than 15 Directors after passing a special resolution in a general meeting. As on the date of this Draft Red Herring Prospectus, our Board has six Directors comprising of two Whole-Time Directors, two Non-Executive Directors and two Independent Directors including a woman Independent Director. Our Board The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus: Name, designation, occupation, date of birth, age, address, current term, Other directorships period of directorship and DIN Hrishikesh Bhalchandra Parandekar Indian companies: Designation: Chairperson and Independent Director • Anantam Highways Project Manager Private Limited (formerly known as Arsenio Strategies Private Occupation: Business Limited); • Peninsula Land Limited; and Date of birth: July 19, 1972 • PSL Retail Private Limited. Age: 53 years Foreign companies: Address: 1003, Casa Grande, Senapati Bapat Marg, Lower Parel (West), Nil Mumbai 400 013, Maharashtra, India Current term: For a period of five years with effect from November 14, 2024* Period of directorship: Since November 14, 2024 DIN: 01224244 Abhishek Agarwal Indian companies: Designation: Whole-Time Director and Chief Executive Officer • PSL Retail Private Limited Occupation: Business Foreign companies: • Purple Style Labs UK Limited; and Date of birth: July 11, 1988 • Purple Style Labs USA, Inc. Age: 37 years Address: 501, 5th Floor, 22-A, Western Wind Building, Juhu Tara Road, Mumbai 400 049, Maharashtra, India Current term: For a period of five years with effect from November 14, 2024; not liable to retire by rotation Period of directorship: Since August 6, 2015 DIN: 07237807 Abhinav Agarwal Indian companies: Designation: Whole-Time Director and Chief Business Officer • PSL Retail Private Limited Occupation: Business Foreign companies: Date of birth: March 5, 1989 Nil Age: 36 years Address: 501, 5th Floor, 22-A, Western Wind Building, Juhu Tara Road, Mumbai 400 049, Maharashtra, India Current term: For a period of five years with effect from November 14, 2024; liable to retire by rotation 212Period of directorship: Since October 18, 2016 DIN: 07178846 Rahul Garg Indian companies: Designation: Non-Executive Director Nil Occupation: Business Foreign companies: Date of birth: August 18, 1975 Nil Age: 50 years Address: A-503, UKN Espreranza, Varthur Main Road, Thubarahalli, Bangalore North, Bengaluru 560 066, Karnataka, India Current term: Liable to retire by rotation Period of directorship: Since April 1, 2024 DIN: 06939695 Harminder Sahni Indian companies: Designation: Non-Executive Director • Himatsingka Seide Limited; • Pep Technologies Private Limited; Occupation: Business • Tapio Clothing Private Limited; • Tapio Creations Private Limited; Date of birth: September 17, 1968 • Tapio YFM Designs Private Limited; and Age: 57 years • Wazir Advisors Private Limited. Address: B-1/301, World Spa West, Sector-30/41, Gurgaon 122 001, Haryana, Foreign companies: India • Himatsingka America Inc.; and Current term: Liable to retire by rotation • Himatsingka Holdings NA Inc. Period of directorship: Since October 30, 2023 DIN: 00576755 Shefali Sarohi Shyam Indian companies: Designation: Independent Director Nil Occupation: Business Foreign companies: Date of birth: February 9, 1973 Nil Age: 52 years Address: 501, Ansal Krishna 2, Hosur Road, Adugodi, Bengaluru 560 030, Karnataka, India Current term: For a period of five years with effect from November 14, 2024 Period of directorship: Since November 14, 2024 DIN: 03294051 *Appointed as the Chairperson with effect from September 12, 2025. 213Brief profiles of our Directors Hrishikesh Bhalchandra Parandekar is the Chairperson and Independent Director of our Company. He holds a bachelor’s degree in commerce (financial accounting and auditing) from University of Bombay, and a master’s degree (post graduate diploma) in management from Indian Institute of Management, Ahmedabad. He has approximately 28 years of experience in the finance, consulting and real estate sectors. He has previously served as a senior advisor at McKinsey & Company, executive chairman at Sugee Group, the chief executive officer - private wealth and structured finance at Ambit Capital Private Limited, chief executive officer at Karvy Stock Broking Limited and managing director at Morgan Stanley’s Private Wealth Management Group. He is currently associated with Alpha Alternatives Holdings Private Limited as a senior partner and as an independent director in PSL Retail Private Limited. Abhishek Agarwal is the Whole-Time Director and Chief Executive Officer of our Company. He holds a bachelor’s degree in technology (aerospace engineering) from Indian Institute of Technology, Bombay and a master’s degree in technology (aerospace engineering) from Indian Institute of Technology, Bombay. He has approximately 13 years of work experience in fields such as operation of multi-brand, luxury omni-channel fashion platform. He has previously served as a senior analyst at Deutsche CIB Centre Private Limited. Presently, he also serves as a director at PSL Retail Private Limited, Purple Style Labs UK Limited and is the sole director, president, treasurer and secretary at Purple Style Labs USA, Inc. Abhinav Agarwal is a Whole-Time Director and Chief Business Officer of our Company. He has completed his bachelor’s degree in civil engineering from Indian Institute of Technology, Bombay. He has approximately 13 years of work experience in fields such as operation of multi-brand, luxury omni-channel fashion platform. He has previously been associated as a general manager with Yatra Online Private Limited, the Dude Genie – Docbuzz Technologies Private Limited and as senior software developer – team lead with FlexTrade India Private Limited, Pune. Presently, he also serves as a director at PSL Retail Private Limited. Rahul Garg is a Non-Executive Director of our Company. He holds a bachelor’s degree in engineering (mechanical) from University of Delhi, and a post graduate diploma in management from Management Development Institute, Gurgaon. He has approximately 24 years of experience in private equity investment in banking & finance, consumer and retail sectors. He has previously been associated as a partner with PI Investment Advisory LLP and as an assistant general manager with ICICI Bank Limited. Harminder Sahni is a Non-Executive Director of our Company. He has passed the examination of final year of bachelor’s degree in technology (textile technology) and holds a master’s degree in marketing management from Institute of Management Studies, Devi Ahilya Vishwavidyalaya, Indore. He has approximately 29 years of experience in management consultancy services. He has previously served as the managing director with KSA Technopak and Technopak Advisors Private Limited. Presently, he also serves as a director at Himatsingka Seide Limited, Wazir Advisors Private Limited, Tapio Clothing Private Limited, PEP Technologies Private Limited among others. Shefali Sarohi Shyam is an Independent Director of our Company. She holds a bachelor’s degree in law from National Law School of India University, Bangalore. She has approximately 27 years of experience in legal consultancy. She has previously been associated with Arvind Lifestyle Brands Limited, Arvind Fashion Limited and has handled legal consultancy functions for Indus League Clothing Limited and Dua Associates, Advocates and Solicitors. She is currently associated with IndusLaw, and PVH Arvind Fashion Private Limited whose portfolio include brands such as Tommy Hilfiger. Relationship between our Directors and the Key Managerial Personnel or members of Senior Management None of our Directors are related to each other or to any of our Key Managerial Personnel or members of Senior Management. Confirmations None of our Directors is or was a director of any listed company during the five years immediately preceding the date of this Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on any of the stock exchanges during their directorship in such company. 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 Director, 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. None of our Directors have been declared as Wilful Defaulters nor as Fraudulent Borrowers by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters or a fraudulent borrower issued by the RBI. None of our Directors is or was a director of any listed company which is or was delisted from any stock exchange during the term 214of their directorship in such company. Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which our Directors were selected as a Director or members of Senior Management There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any of our Directors have been appointed on the Board. Terms of appointment of our Whole-Time Directors Abhishek Agarwal Abhishek Agarwal is currently the Whole-Time Director and Chief Executive Officer of our Company. Pursuant to resolutions passed by our Board and Shareholders on October 16, 2024 and November 14, 2024, respectively, (i) he was appointed as the Whole-Time Director of our Company for a period of five years with effect from November 14, 2024, and (ii) is entitled to receive remuneration not exceeding ₹ 10.00 million per annum, up till Fiscal 2027. For current Financial Year 2026, the details of remuneration that Abhishek Agarwal is entitled to receive as per the (i) resolution passed by our Board on March 20, 2025, and (ii) employment agreement dated August 8, 2015 read with the appraisal letter dated April 17, 2025, is stated below: S. No. Category Particulars 1. Basic salary ₹3.60 million per annum 2. House rent allowance ₹1.80 million per annum 3. City compensatory allowance ₹1.78 million per annum 4. Contribution to provident fund ₹0.02 million per annum He was also appointed as the Chief Executive Officer of our Company with effect from April 1, 2025, pursuant to a resolution passed by our Board on March 20, 2025. Abhinav Agarwal Abhinav Agarwal is currently the Whole-Time Director and Chief Business Officer of our Company. Pursuant to resolutions passed by our Board and Shareholders on October 16, 2024 and November 14, 2024, respectively, (i) he was appointed as the Whole-Time Director of our Company for a period of five years with effect from November 14, 2024, and (ii) is entitled to receive remuneration not exceeding ₹ 10.00 million per annum, up till Fiscal 2027. For current Financial Year 2026, the details of remuneration that Abhinav Agarwal is entitled to receive as per the employment agreement dated July 25, 2018, read with the appraisal letter dated April 17, 2025, is stated below: S. No. Category Particulars 1. Basic salary ₹4.20 million per annum 2. House rent allowance ₹2.10 million per annum 3. City compensatory allowance ₹2.08 million per annum 4. Contribution to provident fund ₹0.02 million per annum He was also appointed as the Chief Business Officer with effect from July 25, 2018. Remuneration to our Directors: Remuneration to our Whole-Time Directors Our Company has paid the following remuneration to our Whole-Time Directors for Fiscal 2025: (in ₹ million) S. No. Name of the Director Total remuneration 1. Abhishek Agarwal* 5.98 2. Abhinav Agarwal* 7.18 *The remuneration paid excludes the employer’s contribution towards provident fund. 215Remuneration to Non-Executive Directors and Independent Directors Pursuant to resolutions passed by our Board and Shareholders on June 18, 2025 and August 28, 2025, respectively, our Non- Executive Directors and Independent Directors are entitled to a remuneration not exceeding ₹ 6.00 million per annum in a financial year, till Fiscal 2028. This remuneration excludes (i) sitting fees, if any, paid or payable; (ii) any other amounts payable by our Company for services of a professional nature rendered by our Non-Executive Directors and Independent Directors; and (iii) any other amounts payable towards reimbursement of expenses incurred in the performance of duties by our Non-Executive Directors and Independent Directors. Our Company has paid the following remuneration to our Non-Executive Directors and Independent Directors in Fiscal 2025: (in ₹ million) S. No. Name of the Director Total remuneration 1. Hrishikesh Bhalchandra Parandekar 0.46 2. Rahul Garg* 1.20 3. Harminder Sahni* 1.20 4. Shefali Sarohi Shyam 0.46 * Remuneration does not include amounts paid as professional fees in a professional capacity. Remuneration paid or payable to our Directors by our Subsidiaries None of our Directors have been paid any remuneration by our Subsidiaries, including contingent or deferred compensation accrued for the year during Fiscal 2025. Contingent or deferred compensation payable to the Directors by our Company No contingent or deferred compensation has accrued for Fiscal 2025 which is payable to any of our Directors. Bonus or profit-sharing plan for our Directors Our Company does not have any performance linked bonus or a profit-sharing plan for our Directors. Service Contracts with Directors None of our Directors have entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment. Shareholding of Directors in our Company Set out below are the details of shareholding of our Directors in our Company as on the date of this Draft Red Herring Prospectus: Sr. Name of the director Pre-Issue Post-Issue* No. Number of Equity Percentage of Number of Percentage of post- Shares pre-Issue paid- Shares Issue paid-up up Equity Share Equity Share capital Capital on a fully (%) diluted basis**(%) 1. H rishikesh Bhalchandra Parandekar 120,000 0.17 [●] [●] 2. A bhishek Agarwal 19,100,000 27.10 [●] [●] 3. A bhinav Agarwal 1,588,400 2.25 [●] [●] 4. R ahul Garg 272,000 0.39 [●] [●] 5. H arminder Sahni 140,000 0.20 [●] [●] 6. S hefali Sarohi Shyam 24,000 0.03 [●] [●] *Subject to completion of the Issue and finalisation of the Allotment. ** Assuming the issuance of Equity Shares resulting upon exercise of vested options under ESOP 2024, calculated as on the date of this Draft Red Herring Prospectus. Shareholding of Directors in our Subsidiaries Except for Abhinav Agarwal who holds one equity share in PSL Retail Private Limited as a nominee of our Company, none of our Directors hold any equity shares in our Subsidiaries. For further details, see “History and Certain Corporate Matters – Brief history of our Company” on page 205. 216Interest of Directors Our Directors, may be deemed to be interested in our Company to the extent of (i) remuneration paid to them for services rendered as an officer or employee of our Company and our Subsidiaries as per our Articles of Association, the Board and Shareholders’ resolutions and their respective appointment letters; (ii) Equity Shares (together with dividends and other distributions in respect of such Equity Shares), held by them or held by their relatives or entities in which they are associated as promoters, directors, partners, proprietors or trustees; (iii) stock options granted to them under ESOP 2024, as applicable; and (iv) their directorships on the board of our Subsidiaries, as applicable. For further details, see “– Remuneration to our Directors” and “– Shareholding of Directors in our Company” on pages 215 and 216, respectively. None of our Directors have any interest in any property acquired or proposed to be acquired by or of our Company. None of our Directors have any other interest in our Company or in any transaction by our Company including, for acquisition of land, construction of buildings or supply of machinery. No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or companies in which they are interested, by any person, either to induce such Director to become or to help such Director to qualify as a Director, or otherwise for services rendered by him/her or by the firm or company in which he/she is interested, in connection with the promotion or formation of our Company. Except for Abhishek Agarwal who is Promoter of our Company, none of our Directors have any interest in the promotion or formation of our Company. As on the date of the Draft Red Herring Prospectus, none of our Directors have availed loans from our Company. Changes to our Board in the last three years Details of the changes in our Board in the last three years preceding the date of this Draft Red Herring Prospectus are set forth below: Name Date of appointment / change in Reason designation / cessation Hrishikesh Bhalchandra Parandekar November 14, 2024 Appointed as an Independent Director Abhishek Agarwal November 14, 2024 Redesignated as a Whole-Time Director Abhinav Agarwal November 14, 2024 Redesignated as a Whole-Time Director Shefali Sarohi Shyam November 14, 2024 Appointed as an Independent Director Rahul Garg April 1, 2024 Appointed as a Non-Executive Director Harminder Sahni October 30, 2023 Appointed as a Non-Executive Director Note: This does not include regularisation. Borrowing Powers In accordance with our Articles of Association and the applicable provisions of the Companies Act, and pursuant to a resolution passed by our Board on July 19, 2025 and a resolution passed by our Shareholders at their extra ordinary general meeting held on August 28, 2025, our Board is authorised to borrow any sum or sums of money from time to time at their discretion for the purpose of the business of the Company, from any one or more banks, financial institutions, mutual funds and other persons, firms, bodies corporate or by way of loans or credit facilities (fund based or non-fund based) or by issue of bonds, or debentures on such terms and conditions and with or without security as the board may think fit, which together with the moneys already borrowed by the Company (apart from the temporary loans obtained from the bankers of the Company in the ordinary course of business) and being borrowed by the Board at any time is increased to and shall not exceed a sum of ₹5,000.00 million. Corporate Governance The provisions of the Companies Act along with the SEBI Listing Regulations, with respect to corporate governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our Company is in compliance with the requirements of the applicable regulations in respect of corporate governance in accordance with the SEBI Listing Regulations, and the Companies Act, including those pertaining to the constitution of the Board and committees thereof. Further, Hrishikesh Bhalchandra Parandekar is the common independent director on the board of our Material Subsidiary, PSL Retail, in accordance with Regulation 24 of the SEBI Listing Regulations. As on the date of this Draft Red Herring Prospectus, our Board has six Directors comprising of two Whole-Time Directors, two Non-Executive Directors and two Independent Directors (including a woman Independent Director). In compliance with Section 217152 of the Companies Act, not less than two-thirds of the Directors (excluding Independent Directors) are liable to retire by rotation. Committees of our Board In terms of the SEBI Listing Regulations and the provisions of the Companies Act, our Company has constituted the following committees of our Board that are set forth below. (a) Audit Committee; (b) Nomination and Remuneration Committee; (c) Stakeholders’ Relationship Committee; and (d) Risk Management Committee. In addition to the committees of our Board described above, our Board of Directors may, from time to time, constitute committees for various functions and as required under applicable laws. For purposes of the Issue, our Board has also constituted an IPO Committee. Audit Committee The members of the Audit Committee are: S. No. Name Designation Designation in the committee 1. Hrishikesh Bhalchandra Parandekar Chairperson and Independent Director Chairperson 2. Abhishek Agarwal Whole-Time director and Chief Executive Officer Member 3. Shefali Sarohi Shyam Independent Director Member Further, our Company Secretary shall act as a secretary to the Audit Committee. The Audit Committee was constituted by way of resolution passed by our Board on December 30, 2024. The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations, and its terms of reference are as disclosed below: (a) oversight of Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; (b) recommendation for appointment, remuneration and terms of appointment of auditors of including the internal auditor, cost auditor and statutory auditor of the Company and the fixation of audit fee; (c) approval of payment to statutory auditors for any other services rendered by the statutory auditors; (d) reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to: i. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; ii. changes, if any, in accounting policies and practices and reasons for the same; iii. major accounting entries involving estimates based on the exercise of judgment by management; iv. significant adjustments made in the financial statements arising out of audit findings; v. compliance with listing and other legal requirements relating to financial statements; vi. disclosure of any related party transactions; and vii. modified opinion(s) in the draft audit report. (e) reviewing, with the management, the quarterly financial statements before submission to the board for approval, if applicable; (f) 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 utilised for purposes other than those stated in the offer 218document / prospectus / notice and the report submitted by the monitoring agency, if applicable, monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the board to take up steps in this matter; (g) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process; (h) approval or 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 Explanation: The term “related party transactions” shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations, if applicable, and/or the applicable Accounting Standards and/or the Companies Act, 2013; (i) scrutiny of inter-corporate loans and investments; (j) valuation of undertakings or assets of the Company, wherever it is necessary; (k) evaluation of internal financial controls and risk management systems; (l) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; (m) 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; (n) discussion with internal auditors of any significant findings and follow up thereon; (o) 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; (p) 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; (q) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; (r) to review the functioning of the whistle blower mechanism, if applicable to the Company; (s) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; (t) identification of list of key performance indicators and related disclosures in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, for the purpose of the Company’s proposed initial public offering; (u) carrying out any other function as is mentioned in the terms of reference of the audit committee or as required as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI ICDR Regulations, if applicable, each as amended and other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties; (v) reviewing the utilisation of loans and/ or advances from/investment by the holding company in the subsidiary exceeding ₹100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments; (w) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; (x) monitoring the end use of funds raised through public offers and related matters; (y) reviewing compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended and verifying that the systems for internal control are adequate and are operating effectively; (z) carrying out any other functions and roles as provided under the Companies Act, the SEBI Listing Regulations, SEBI ICDR Regulations, each as amended and other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties; and 219(aa) to carry out such other functions as may be specifically referred to the Audit Committee by the Board and/or other committees of directors of the Company. The Audit Committee shall mandatorily review the following information: (a) management discussion and analysis of financial condition and results of operations; (b) statement of significant related party transaction (as defined by the Audit Committee), submitted by management; (c) management letters / letters of internal control weaknesses issued by the statutory auditors; (d) internal audit reports relating to internal control weaknesses; and (e) the appointment, removal and terms of remuneration of the chief internal auditor, if any, shall be subject to review by the audit committee. (f) statement of deviations: i. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI Listing Regulations, as amended. ii. annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of SEBI Listing Regulations, as amended, if applicable. (g) Such information as may be prescribed under the Companies Act, and the rules thereunder, SEBI ICDR Regulations and the SEBI Listing Regulations, each as amended, if applicable. (h) To review the financial statements, in particular, the investments made by an unlisted subsidiary. Nomination and Remuneration Committee The members of the Nomination and Remuneration Committee are: S. No. Name Designation Designation in the committee 1. Shefali Sarohi Shyam Independent Director Chairperson 2. Harminder Sahni Non-Executive Director Member 3. Hrishikesh Bhalchandra Parandekar Chairperson and Independent Director Member The Nomination and Remuneration Committee was constituted by way of resolution passed by our Board on December 30, 2024 and reconstituted pursuant to the resolution passed by our Board on September 12, 2025. The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations, and its terms of reference are as disclosed below: (a) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and senior management, and such other senior employees as may be deemed fit by the committee (“Nomination and Remuneration Policy”). The Nomination and Remuneration Committee, while formulating the Nomination and Remuneration 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 and long term performance objectives appropriate to the working of the Company and its goals. Explanation: The term “senior management” shall have the same meaning as provided under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, if applicable, and/or the applicable Accounting Standards and/or the Companies Act, 2013; 220(b) 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: (i) use the services of an external agencies, if required; (ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and (iii) consider the time commitments of the candidates. (c) formulation of criteria for evaluation of performance of independent directors and the Board; (d) devising a policy on Board diversity; (e) identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal; (f) 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; (g) recommend to the Board, all remuneration, in whatever form, payable to senior management; (h) carrying out any other activities as may be delegated by the Board and functions required to be carried out by the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI Listing Regulations, if applicable, or any other applicable law, as and when amended from time to time; (i) administering, monitoring and formulating detailed terms and conditions the employee stock options 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; and (j) construing and interpreting the ESOP Schemes 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 Schemes. The Nomination and Remuneration Committee shall perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended, including the following: (a) administering the employee stock option plans of the Company, as may be required; (b) determining the eligibility of employees to participate under the employee stock option plans of the Company; (c) granting options to eligible employees and determining the date of grant; (d) determining the number of options to be granted to an employee; (e) determining the exercise price under the employee stock option plans of the Company; and (f) construing and interpreting the employee stock option plans of the Company and any agreements defining the rights and obligations of the Company and eligible employees under the employee stock option plans of the Company, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the employee stock option plans of the Company. 221Stakeholders’ Relationship Committee The members of the Stakeholders’ Relationship Committee are: S. No. Name Designation Designation in the committee 1. Hrishikesh Bhalchandra Parandekar Chairperson and Independent Director Chairperson 2. Abhishek Agarwal Whole-Time Director and Chief Executive Officer Member 3. Abhinav Agarwal Whole-Time Director and Chief Business Officer Member The Stakeholders Relationship Committee was constituted by way of resolution passed by our Board on September 12, 2025. The scope and functions of the Stakeholders Relationship Committee is in accordance with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations. The terms of reference of the Stakeholders Relationship Committee include the following: (a) resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.; (b) review of measures taken for effective exercise of voting rights by shareholders; (c) review of adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar and share transfer agent; (d) review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and (e) carrying out any other functions required to be carried out by the Stakeholders Relationship Committee as contained in the Companies Act, SEBI Listing Regulations or any other applicable law, as and when amended from time to time. The Stakeholders’ Relationship Committee is required to meet at least once in a year under Regulation 20(3A) of the SEBI Listing Regulations. Risk Management Committee The members of the Risk Management Committee are: S. No. Name Designation Designation in the committee 1. Abhishek Agarwal Whole-Time Director and Chief Executive Officer Chairperson 2. Abhinav Agarwal Whole-Time Director and Chief Business Officer Member 3. Hrishikesh Bhalchandra Parandekar Chairperson and Independent Director Member 4. Niket Agarwal Chief Operating Officer Member The Risk Management Committee was constituted by way of resolution passed by our Board on September 12, 2025. The scope and functions of the Risk Management Committee is in accordance with the SEBI Listing Regulations. The terms of reference of the Risk Management Committee include the following: (a) to formulate a detailed risk management policy which shall include: (i) a framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Risk Management Committee; (ii) measures for risk mitigation including systems and processes for internal control of identified risks; and (iii) business continuity plan. (b) to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; 222(c) to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems; (d) to periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity; (e) to keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken; (f) the appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee; (g) To decide the risk tolerance limits and assess the costs and benefits associated with risk exposure; (h) To formulate and implement a fraud monitoring policy for effective deterrence, prevention, detection and mitigation of fraud; (i) To coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board; (j) To review the solvency position of the Company on a regular basis; and (k) any other similar or other functions as may be laid down by Board from time to time and/or as may be required under applicable law, as and when amended from time to time, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 223Management organization chart Board of Directors Hrishikesh Abhishek Agarwal Abhinav Agarwal Bhalchandra Rahul Garg Harminder Sahni Shefali Sarohi Shyam Parandekar Whole-Time Director & Whole-Time Director & Non-Executive Director Non-Executive Directo Independent Director Chief Executive Officer Chief Business Officer Chairperson and Independent Director Management Team Gulshan Mumtaz Umesh Pawan Khan Niket Agarwal Nivesh Pandey Choudhary Company Secretary and Chief Operating Officer Chief Strategy Officer Chief Financial Officer Compliance Officer* Abhishek Kothari Robin Rapheal Roopali Adlakha Amit Chahalia Dsouza Atiya Danny Mirwani Vice President – General Counsel, Vice Chief Design Officer Creative Head Product, Order Vice President -Sales President -Strategy Fulfilment *As required under SEBI Listing Regulations, the Company Secretary and Compliance Officer reports directly to our Board. 224Key Managerial Personnel and members of Senior Management Key Managerial Personnel In addition to Abhishek Agarwal, the Whole-Time Director and Chief Executive Officer and Abhinav Agarwal, the Whole-Time Director and Chief Business Officer of our Company, whose details are provided in “– Brief profiles of our Directors” on page 214, the details of our other Key Managerial Personnel, as of the date of this Draft Red Herring Prospectus are set forth below: Umesh Pawan Choudhary is the Chief Financial Officer of our Company. He has been associated with our Company since April 1, 2019. He is responsible for financial strategy, reporting, and operations of our Company. He holds a bachelor’s degree in commerce from University of Mumbai. He is an associate member of Institute of Chartered Accountants of India. He has approximately seven years of experience in the finance sector. He has previously been associated as assistant manager - accounts payable with Toppr Technologies Private Limited. In Financial Year 2025, he received a remuneration of ₹ 3.68 million*. Gulshan Mumtaz Khan is the Company Secretary and Compliance Officer of our Company. She has been associated with our Company since November 9, 2023. She is responsible for ensuring secretarial and regulatory compliances of our Company. She holds a bachelor’s degree in commerce from University of Mumbai and a bachelor’s degree in law from University of Mumbai. She is an associate member of the Institute of Company Secretaries of India. She has approximately eight years of experience in secretarial and compliance matters. She has previously been associated as manager - secretarial with Zepto Private Limited (formerly known as Kiranakart Technologies Private Limited) and as assistant manager – company secretary and legal with DB Power Limited. In Financial Year 2025, she received a remuneration of ₹ 1.18 million*. Niket Agarwal is the Chief Operating Officer of our Company. He has been associated with our Company since March 5, 2019. He is responsible for overseeing operations and technology functions of our Company. He holds a bachelor’s degree in technology (material science and metallurgical engineering) from Maulana Azad National Institute of Technology, Bhopal. He has approximately 13 years of experience in technology sector. He has previously been associated as an associate of the real estate data management department of MSCI Services Private Limited, as a specialist with Trafigura Global Services Private and as a senior engineer with Virtusa Software Services Private Limited. In Financial Year 2025, he received a remuneration of ₹ 7.18 million*. Nivesh Pandey is the Chief Strategy Officer of our Company. He has been associated with our Company since December 15, 2017. He is responsible for overseeing the corporate strategy function of our Company. He holds a bachelor’s degree in science (economics) from Indian Institute of Technology, Kharagpur and a master’s degree in science (economics) from Indian Institute of Technology, Kharagpur. He has approximately 10 years of experience in the financial services sector. He has previously been associated as senior analyst with Deutsche CIB Centre Private Limited. In Financial Year 2025, he received a remuneration of ₹7.18 million*. *The remuneration paid to our Key Managerial Personnel excludes the employer’s contribution towards provident fund. Members of Senior Management In addition to Key Managerial Personnel of our Company, whose details are provided above in “– Key Managerial Personnel” on page 225, the details of our members of Senior Management, as on the date of this Draft Red Herring Prospectus, are as set forth below: Amit Chahalia is the Chief Design Officer of our Company. He has been associated with our Company since July 5, 2018. He is responsible for execution of design strategy of our Company including the website design and in-house magazine, First Look of our Company. He holds a bachelor’s degree in civil engineering from Indian Institute of Technology, Bombay. He has approximately 10 years of experience in product designing. He has previously been associated as the senior -UI/UX designer with Indus OS (formerly known as OS Labs Technology (India) Private Limited, and as the design head with Taskbob (Crenovative Ideas Private Limited). In Financial Year 2025, he received a remuneration of ₹7.18 million*. Robin Rapheal Dsouza is the Vice President of Sales of our Company. He has been associated with our Company since July 8, 2019. He is responsible for the overseeing the sales function of our Company. He holds a bachelor’s degree in commerce from University of Mumbai. He has approximately 19 years of experience in sales. He has previously been associated as the area sales head (Mumbai region) with Aza Fashions Private Limited, and as deputy manager with Future Retail Limited. In Financial Year 2025, he received a remuneration of ₹3.18 million*. Roopali Adlakha is the General Counsel and Vice President of Strategy of our Company. She has been associated with our Company since June 1, 2021. She is responsible for overseeing the legal function and strategic initiatives of our Company. She holds a bachelor’s degree in law from West Bengal National University of Juridical Sciences, Kolkata. She has approximately nine years of experience in corporate law and legal matters. She has previously worked as an associate with Luthra & Luthra Law Offices and Khaitan & Co. Presently, she also serves as a director at PSL Retail Private Limited. In Financial Year 2025, she received a remuneration of ₹5.76 million*. 225Atiya Danny Mirwani is the Creative Head of our Company. She has been associated with our Company since April 1, 2019. She is responsible for overseeing the fashion strategy and design function of our Company. She holds a bachelor’s degree in commerce (business management) from University of Mumbai and a diploma in apparel manufacturing and design from Shreemati Nathibai Damodar Thackersey Women's University, Mumbai. She has approximately 21 years of experience in the field of fashion designing. She has previously been associated with Sheetal Clothing Company Private Limited, Burlingtons Group of Companies (Mumbai), and Arth by Pooja Dhoot and has headed the fashion division at Pinakin Studio LLP. In Financial Year 2025, she received a remuneration of ₹4.20 million*. Abhishek Kothari is the Vice President of Product and Order Fulfilment of our Company. He has been associated with our Company since December 18, 2017. He is responsible for product management, customer satisfaction and order fulfilment functions of our Company. He holds a bachelor’s degree in mechanical engineering from Rajiv Gandhi Proudyogiki Vishwavidyalala, University of Technology of Madhya Pradesh. He has approximately 10 years of experience in technology sector. He has previously been associated as product analyst with Yatra Online Private Limited, and with Tata Consultancy Services Limited and has handled functions such as business operations at Docbuzz Technologies Private Limited (DudeGenie). In Financial Year 2025, he received a remuneration of ₹3.28 million*. *The remuneration paid to the members of our Senior Management excludes the employer’s contribution towards provident fund. Status of Key Managerial Personnel and members of Senior Management All our Key Managerial Personnel and members of Senior Management are permanent employees of our Company. Relationships among Key Managerial Personnel and members of Senior Management None of our Key Managerial Personnel or the members of Senior Management are related to each other. Shareholding of Key Managerial Personnel and members of Senior Management in our Company Other than as disclosed in “- Shareholding of Directors in our Company” on page 216 set forth below are the details of shareholding of our Key Managerial Personnel and members of Senior Management in our Company as on the date of this Draft Red Herring Prospectus: Name Pre-Issue Post-Issue* Number of Equity Percentage of pre- Number of Shares Percentage of post- Shares Issue paid-up Equity Issue paid-up Equity Share Capital on a Share capital (%) fully diluted basis**(%) Key Managerial Personnel Niket Agarwal 139,850 0.20 [●] [●] Nivesh Pandey 499,500 0.71 [●] [●] Members of Senior Management Amit Chahalia 334,650 0.47 [●] [●] Atiya Danny Mirwani 70,000 0.10 [●] [●] Robin Rapheal Dsouza 30,000 0.04 [●] [●] Abhishek Kothari 40,000 0.06 [●] [●] *Subject to completion of the Issue and finalisation of the Allotment. ** Assuming the issuance of Equity Shares resulting upon exercise of vested options under ESOP 2024, calculated as on the date of this Draft Red Herring Prospectus. For details of ESOPs held by our Key Managerial Personnel and members of Senior Management, see “Capital Structure – Employee stock option plan” on page 101. Bonus or profit-sharing plans of the Key Managerial Personnel and members of Senior Management None of our Key Managerial Personnel or members of Senior Management is entitled to any bonus (excluding performance linked incentive which is part of their remuneration) or profit-sharing plans of our Company. Interests of Key Managerial Personnel and members of Senior Management Our Key Managerial Personnel and members of Senior Management, may be deemed to be interested to the extent of (i) remuneration paid to them for services rendered as an officer or employee of our Company in terms of our Articles of Association the Board and Shareholders’ resolutions for their appointment, as applicable and their respective appointment letters; (ii) Equity Shares (together with dividends and other distributions in respect of such Equity Shares), held by them or held by their relatives; 226and (iii) stock options granted to them under ESOP 2024. For further details, see “ – Interests of Directors” and “Capital Structure - Employee stock option plan” on pages 217 and 101. Contingent or deferred compensation payable to our Key Managerial Personnel and members of Senior Management Other than as disclosed in “- Key Managerial Personnel and members of Senior Management” on page 225, our Company has not paid any compensation or granted any benefit to any of our Key Managerial Personnel or members of Senior Management in all capacities to the Company in the Financial Year 2025. As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation which accrued to our Key Managerial Personnel and members of Senior Management for Financial Year 2025, which does not form part of their remuneration for such period. Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which our Key Managerial Personnel and members of Senior Management have been appointed as a Key Managerial Personnel and members of Senior Management None of our Key Managerial Personnel and members of Senior Management have been appointed pursuant to any arrangement or understanding with major shareholders, customers, suppliers or others. Service Contracts with Key Managerial Personnel and members of Senior Management None of our Key Managerial Personnel and members of Senior Management have entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment. Changes in Key Managerial Personnel and members of Senior Management Other than as disclosed in “- Changes to our Board in the last three years” on page 217, the changes in the Key Managerial Personnel and members of Senior Management in the preceding three years are as follows: Name Date of Change Reason for Change Key Managerial Personnel Umesh Pawan Choudhary April 1, 2025 Appointed as Chief Financial Officer Gulshan Mumtaz Khan June 18, 2025 Appointed as Company Secretary and Compliance Officer Niket Agarwal April 1, 2025 Appointed as Chief Operating Officer Members of Senior Management Atiya Danny Mirwani April 1, 2025 Appointed as Creative Head Robin Rapheal Dsouza April 1, 2025 Appointed as Vice President of Sales Abhishek Kothari April 1, 2025 Appointed as Vice President of Product and Order Fulfilment Roopali Adlakha November 1, 2024 Appointed as General Counsel, Vice President – Strategy Payment or benefit to Directors, Key Managerial Personnel and members of Senior Management Except as stated below and in “Restated Consolidated Financial Information – Note 47 - Related party disclosures” on page 286, no non-salary amount or benefit has been paid or given to any officer of our Company including our Directors, Key Managerial Personnel or members of Senior Management, within two years preceding the date of this Draft Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their employment. Pursuant to certain consultancy agreements entered into by our Company, professional charges were paid to certain Directors for their consultancy services, as follows, (i) ₹3.41 million to Harminder Sahni, our Non-Executive Director (through his sole proprietorship) in Financial Years 2025 and 2024; (ii) ₹2.40 million to Rahul Garg, our Non-Executive Director (through his sole proprietorship) in Financial Year 2025; and (iii) ₹2.50 million to Wazir Advisors Private Limited (wherein Harminder Sahni, our Non-Executive Director, is associated as a director) in Financial Year 2025. As on the date of this Draft Red Herring Prospectus, the consultancy agreements with Harminder Sahni and Rahul Garg are not subsisting. Additionally, Robin Rapheal Dsouza, the Vice President of Sales, had availed an interest free loan of ₹0.30 million from our Company pursuant to our Company’s employee loan policy vide the employee loan agreement dated August 14, 2023. As on the date of this Draft Red Herring Prospectus, the loan has been fully repaid and is no longer outstanding. Other confirmations There is no conflict of interest between the suppliers of raw materials and third-party service providers which are crucial for operations of our Company and our Directors and Key Managerial Personnel. 227There is no conflict of interest between the lessors of immovable properties which are crucial for operations of our Company and our Directors and Key Managerial Personnel. Employee Stock Options For details about the ESOP 2024, see “Capital Structure – Employee stock option plan” on page 101. 228OUR PROMOTER AND PROMOTER GROUP As on the date of this Draft Red Herring Prospectus, the Promoter of our Company is Abhishek Agarwal. As on the date of this Draft Red Herring Prospectus, our Promoter holds 19,100,000 equity shares of face value ₹10 representing 27.10% of the issued, subscribed and paid-up Equity Share capital of our Company on a fully diluted basis. For further details, see “Capital Structure – Shareholding of our Promoter and Promoter Group” on page 97. Details of our Promoter Abhishek Agarwal, aged 37 years, is the Promoter, Whole-Time Director and Chief Executive Officer of our Company. Date of birth: July 11, 1988 Address: 501, 5th Floor, 22-A, Western Wind Building, Juhu Tara Road, Mumbai, Mumbai Suburban, 400 049, Maharashtra, India Permanent Account Number: BAZPA3248N For the complete profile of Abhishek Agarwal, along with details of his educational qualifications, professional experience, position/posts held in the past, directorships held, other ventures, special achievements and business and financial activities, see “Our Management – Our Board – Brief profiles of our Directors” on page 214. Our Company confirms that the PAN, bank account numbers, passport number, Aadhar card number and driving license number of our Promoter shall be submitted to the Stock Exchanges at the time of filing of this Draft Red Herring Prospectus. Change in the management and control of our Company Our Promoter is the original promoter of our Company. There has been no change in the control of our Company during the last five years preceding the date of this Draft Red Herring Prospectus. Pursuant to a resolution passed by our Board on June 18, 2025, our Company has identified Abhishek Agarwal as the Promoter of our Company. For details in relation to the shareholding of our Promoter and Promoter Group, and changes in the shareholding of our Promoter, including in the five years preceding the date of this Draft Red Herring Prospectus, see “Capital Structure” beginning on page 72. Interests of our Promoter and Common Pursuits Our Promoter is interested in our Company to the extent: (i) that he has promoted our Company; (ii) of Equity Shares (together with dividends and other distributions in respect of such Equity Shares), held by him and his relatives in our Company, directly and indirectly; (iii) any directorships that he may hold in our Company and our Subsidiaries, as applicable, and to the extent of remuneration payable to him in this regard. For further details, see “Capital Structure – Build-up of the Promoters’ shareholding in our Company”, “Our Management – Our Board – Interests of Directors” and “Our Management – Interest of Key Managerial Personnel and members of Senior Management” on pages 94, 217 and 226 respectively. Our Promoter does not have interest in any property acquired by our Company during the three years immediately preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery. No sum has been paid or agreed to be paid to our Promoter or to the firms or companies in which our Promoter is interested as member in cash or shares or otherwise by any person, either to induce him to become or to qualify him, as director or promoter or otherwise for services rendered by our Promoter or by such firms or companies in connection with the promotion or formation of our Company. Payment of benefit to our Promoter or Promoter Group Except as disclosed in “Restated Consolidated Financial Information – Note 47 - Related party disclosures” on page 286 and reimbursement towards business expenses in the ordinary course of business, no amount or benefit has been paid or given to our 229Promoter or any of the members of the Promoter Group during the two years preceding the filing of this Draft Red Herring Prospectus nor is there any intention to pay or give any amount or benefit to our Promoter or any of the members of the Promoter Group, as on the date of filing of this Draft Red Herring Prospectus. Other ventures of our Promoter Other than as disclosed in “Our Management” beginning on page 212, our Promoter is not involved in any other ventures. Material guarantees given by our Promoter to third parties with respect to Equity Shares of our Company Our Promoter has not given any material guarantee to any third party with respect to the Equity Shares as on the date of this Draft Red Herring Prospectus. Companies and firms with which our Promoter has disassociated in the last three years Our Promoter has not disassociated himself from any company or firm in the last three years preceding the date of this Draft Red Herring Prospectus. For other relevant confirmations in relation to our Promoter and Promoter Group, see “Other Regulatory and Statutory Disclosures – Prohibition by SEBI or other governmental authorities” on page 355. Other confirmations There is no conflict of interest between the suppliers of raw materials and third-party service providers which are crucial for operations of the Company, and our Promoter and Promoter Group. There is no conflict of interest between the lessors of immovable properties which are crucial for operations of our Company, and our Promoter and Promoter Group. Promoter Group The following individuals by virtue of their relationship with our Promoter, Abhishek Agarwal constitute our Promoter Group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations: S.no. Name Relationship 1. Laxmi Agarwal Mother 2. Binod Agarwal Father 3. Payal Kumari Agarwal Sister 4. Priyanka Agarwal Sister As on date of this Draft Red Herring Prospectus, there are no body corporates forming part of our Promoter Group. 230DIVIDEND POLICY The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board to the Shareholders for their approval in the annual general meeting, at their discretion, subject to compliance with the provisions of the Articles of Association and Companies Act, including the rules made thereunder and other relevant regulations, if any, each as amended. Further the Board shall also have the absolute power to declare interim dividend in compliance with the Act. The dividend distribution policy of our Company was approved and adopted by our Board on September 12, 2025. The declaration and payment of dividend will depend on a number of internal and external factors. Some of the internal factors on the basis of which our Company may declare dividend shall inter alia include profits earned and available for distribution, accumulated reserves including retained earnings, expected future capital / expenditure requirements of our Company, organic growth plans / expansions (including inorganic growth plans), long term investment proposed, capital restructuring, debt reduction, current and projected cash balance and debt-equity ratio of our Company. The external factors on the basis of which our Company may declare the dividend shall inter alia include regulatory requirements, economic environment, political / geographical situations, inflation rate and industry outlook for future years. There is no guarantee that any dividends will be declared or paid in the future and we may retain all our future earnings, if any, for any proposed or ongoing or planned business expansion or for any other purposes which may be considered by the Board subject to compliance with the provisions of the Companies Act. For details in relation to risks involved in this regard, see “Risk Factors – We cannot assure payment of dividends on the Equity Shares in the future and our ability to pay dividends in the future will depend on our earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements and we may not be able to pay dividends in future” on page 44. Our Company has not declared and paid any dividend on any class of our securities in the last three Fiscals preceding the date of this Draft Red Herring Prospectus and the period from April 1, 2025 until the date of this Draft Red Herring Prospectus. 231SECTION V: FINANCIAL INFORMATION RESTATED CONSOLIDATED FINANCIAL INFORMATION (The remainder of this page has been left intentionally blank) 232Walker Chandiok & Co LLP Kedia & Agrawal Chartered Accountants Chartered Accountants 16th floor, Tower III, B/401, Jyoti Sukriti, One International Center, Krishna Vatika Marg, Gokuldham, S B Marg, Prabhadevi (W), Goregaon (East), Mumbai – 400013 Mumbai – 400 063 Maharashtra, India Maharashtra, India INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED FINANCIAL INFORMATION The Board of Directors Purple Style Labs Limited (formerly, Purple Style Labs Private Limited) CTS No.1081, Plot No.110, TPS Village, Service Road Western Express Highway, Vile Parle (East), Mumbai – 400057, Maharashtra, India. Dear Sirs, 1. We have examined the attached Restated Consolidated Financial Information of Purple Style Labs Limited (formerly, Purple Style Labs Private Limited) (the “Company” or the “Issuer”) and its subsidiaries (the Company and its subsidiaries together referred to as the “Group"), comprising the Restated Consolidated Statement of Assets and Liabilities as at 31 March 2025, 31 March 2024 and 31 March 2023, the Restated Consolidated Statement of Profit and Loss (including other comprehensive income), the Restated Consolidated Statement of Changes in Equity and the Restated Consolidated Statement of Cash Flows for the years ended 31 March 2025, 31 March 2024 and 31 March 2023, and a Summary Statement of Restatement Adjustments and notes to the restated consolidated financial information, including summary of material accounting policies and other explanatory information (collectively, the “Restated Consolidated Financial Information”), as approved by the Board of Directors of the Company at their meeting held on 12 September 2025 for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) prepared by the Company in connection with its proposed Initial Public Offer of equity shares (“IPO”) prepared in terms of the requirements of: a. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act"); b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”). 2. The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India (‘SEBI’), National Stock Exchange of India Limited (‘NSE Limited’) and BSE Limited (collectively “stock exchanges”) in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Note 2(A) to the Restated Consolidated Financial Information. The responsibility of respective board of directors of the companies included in the Group includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective Board of Directors are also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note. 3. We have examined such Restated Consolidated Financial Information taking into consideration: a. The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 01 July 2025 in connection with the proposed IPO of equity shares of the Company; b. The Guidance Note. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI; 233Purple Style Labs Limited (formerly, Purple Style Labs Private Limited) Independent Auditor’s Examination Report on Restated Consolidated Financial Information c. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and d. The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO. 4. These Restated Consolidated Financial Information have been compiled by the management from the Audited Special Purpose Ind AS Consolidated Financial Statements of the Group as at and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023, prepared in accordance with the basis of preparation as set out in Note 2(A) to the Restated Consolidated Financial Information, which have been approved by the Board of Directors at their meeting held on 12 September 2025. 5. For the purpose of our examination, we have relied on auditors’ reports issued by us dated 12 September 2025 on the Audited Special Purpose Ind AS Consolidated Financial Statements of the Group as at and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023, as referred in Paragraph 4 above. Our report on the aforesaid Audited Special Purpose Ind AS Consolidated Financial Statements expresses an unmodified opinion and includes an emphasis of matter paragraph which is reproduced as follows: Basis of Preparation and Restriction on Distribution and Use “We draw attention to Note 2(A) to the accompanying Audited Special Purpose Ind AS Consolidated Financial Statements, which describes the basis of its preparation. The Special Purpose Ind AS Consolidated Financial Statements have been prepared by the Holding Company’s management solely for the purpose of preparation of the Restated Consolidated Financial Information of the Group for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 to be included in the Draft Red Herring Prospectus (‘DRHP’)/ Red Herring Prospectus (‘RHP’)/ Prospectus, as per the requirements of Section 26 of Part I of Chapter III of the Act, read with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time (the "ICDR Regulations") and the general directions issued by Securities and Exchange Board of India (“SEBI”) dated 28 October 2021 through the Association of Investment Banking of India to the Lead Managers of the Holding Company, to be filed with SEBI, National Stock Exchange of India Limited and BSE Limited and Registrar of Companies (Mumbai), in relation to the proposed Initial Public Offer (‘IPO’) of the equity shares of the Holding Company. Therefore, these Audited Special Purpose Ind AS Consolidated Financial Statements may not be suitable for any other purpose. Our report is issued solely for the aforementioned purpose, and accordingly, should not be used, referred to or distributed for any other purpose or to any other party without our prior consent in writing. Further, we do not accept or assume any liability or any duty of care for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter.” 6. As indicated in our audit reports referred above in paragraph 5, we did not audit the financial statements of one subsidiary, whose share of total assets, total revenue and net cash flows as considered in the Audited Special Purpose Ind AS Consolidated Financial Statements for the years ended 31 March 2025, 31 March 2024 and 31 March 2023, is tabulated below. The financial statements of such subsidiary have been audited by other auditors whose reports have been furnished to us by the Company’s management and our opinion on the Audited Special Purpose Ind AS Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on the reports of the other auditors. (INR in million) Particulars As at and for the year ended 31 March 2025 31 March 2024 31 March 2023 Total assets 123.47 109.16 102.39 Total revenue 94.12 112.12 86.61 Net cash inflows/ (outflows) (4.62) 4.82 (13.78) Our opinion on the Audited Special Purpose Ind AS Consolidated Financial Statements for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 is not modified in respect of this matter. 234Purple Style Labs Limited (formerly, Purple Style Labs Private Limited) Independent Auditor’s Examination Report on Restated Consolidated Financial Information 7. Based on our examination and according to the information and explanations given to us, we report that the Restated Consolidated Financial Information: a. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/ reclassifications retrospectively in the financial years ended 31 March 2024 and 31 March 2023 to reflect the same accounting treatment as per the accounting policies and grouping/ classifications followed as at and for the year ended 31 March 2025; b. does not require any adjustment for the matter mentioned in paragraph 5 above and do not contain any modifications requiring adjustments. However, those modifications/ observation remarks in the Companies (Auditor's Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act and reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), which do not require any corrective adjustments in the Restated Consolidated Financial Information have been disclosed in Note 57 to the Restated Consolidated Financial Information; and c. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note. 8. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of approval of the statutory consolidated financial statements for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 except for the change in the Ind AS transition date as required by the general directions issued by Securities and Exchange Board of India (“SEBI”) dated 28 October 2021 through the Association of Investment Banking of India to the Lead Managers and the effect of issuance of bonus shares, as described in Note 2(A) to the Restated Consolidated Financial Information. 9. 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. 10. We have no responsibility to update our report for events and circumstances occurring after the date of the report. 11. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with SEBI and stock exchanges in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. For Walker Chandiok & Co LLP For Kedia & Agrawal Chartered Accountants Chartered Accountants Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.: 140989W Rakesh R. Agarwal Sunil Kumar Kedia Partner Partner Membership No.: 109632 Membership No.: 427613 UDIN: 25109632BMLCXA6400 UDIN: 25427613BMIGNJ5158 Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 235Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Restated Consolidated Statement of Assets and Liabilities (₹ in million, except for share data and, if otherwise stated) As at As at As at Particulars Notes 31 March 2025 31 March 2024 31 March 2023 ASSETS I Non-current assets Property, plant and equipment 5 323.73 351.31 237.83 Capital work-in-progress 6 34.08 8.12 - Right of use assets 7 1,531.88 1,843.17 1,172.83 Goodwill 8 70.13 84.58 84.58 Other intangible assets 8 16.71 19.79 22.87 Financial assets (i) Investments 9 - 26.20 - (ii) Loans 10 1.14 1.22 0.37 (iii) Other financial assets 11 361.50 173.81 138.90 Deferred tax assets (net) 42 - - - Income tax assets (net) 12 7.29 6.65 4.73 Other non-current assets 13 71.06 31.63 121.35 Total non current assets 2,417.52 2,546.48 1,783.46 II Current assets Inventories 14 1,603.38 1,404.01 871.05 Financial assets (i) Trade receivables 15 12.75 8.84 21.74 (ii) Cash and cash equivalents 16 103.78 31.91 75.69 (iii) Bank balances other than cash and cash equivalents 17 1.01 1.01 - (iv) Loans 18 5.33 4.70 2.29 (v) Other financial assets 19 150.92 64.52 60.84 Other current assets 20 687.82 536.05 482.38 Total current assets 2,564.99 2,051.04 1,513.99 TOTAL ASSETS 4,982.51 4,597.52 3,297.45 EQUITY AND LIABILITIES III Equity Equity share capital 21 0.41 0.29 0.29 Other equity 22 1,186.56 408.48 592.55 Total equity 1,186.97 408.77 592.84 Liabilities IV Non-current liabilities Financial liabilities (i) Borrowings 23 - 10.09 0.20 (ii) Lease liabilities 25 1,461.20 1,671.78 1,018.59 Provisions 26 25.36 17.41 10.23 Total non-current liabilities 1,486.56 1,699.28 1,029.02 236Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Restated Consolidated Statement of Assets and Liabilities (₹ in million, except for share data and, if otherwise stated) As at As at As at Particulars Notes 31 March 2025 31 March 2024 31 March 2023 V Current liabilities Financial liabilities (i) Borrowings 23 1,127.91 1,153.18 467.09 (ii) Lease liabilities 27 282.70 261.65 195.14 (iii) Trade payables 28 - Total outstanding dues of micro and small enterprises 140.33 53.36 26.70 - Total outstanding dues of creditors other than micro and 278.00 597.27 394.60 small enterprises (iv) Other financial liabilities 29 27.44 47.45 78.86 Other current liabilities 30 447.26 372.71 511.20 Provisions 31 5.34 3.85 2.00 Total current liabilities 2,308.98 2,489.47 1,675.59 TOTAL LIABILITIES 3,795.54 4,188.75 2,704.61 TOTAL EQUITY AND LIABILITIES 4,982.51 4,597.52 3,297.45 Theaccompanyingnotestotherestatedconsolidatedfinancialinformationandsummarystatementofrestatementadjustmentsformanintegralpartof these Restated Consolidated Financial Information. This is the Restated Consolidated Statement of Assets and Liabilities referred to in our report of even date. For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants of Purple Style Labs Limited Firm Registration No. 001076N/ N500013 Rakesh R. Agarwal Abhishek Agarwal Abhinav Agarwal Partner Whole-time director and Whole-time director and Chief Executive Officer Chief Business Officer Membership No: 109632 DIN : 07237807 DIN : 07178846 Place: Mumbai Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 Date: 12 September 2025 For Kedia & Agrawal Umesh Pawan Choudhary Gulshan Mumtaz Khan Chartered Accountants Chief Financial Officer Company Secretary and Firm Registration No. 140989W Compliance Officer Membership No: A57061 Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 Sunil Kumar Kedia Partner Membership No: 427613 Place: Mumbai Date: 12 September 2025 237Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income) (₹ in million, except for share data and, if otherwise stated) Year ended Year ended Year ended Particulars Notes 31 March 2025 31 March 2024 31 March 2023 Income Revenue from operations 32 4 ,899.09 5 ,043.73 3,691.93 Other income 33 4 0.92 5 6.60 21.82 Total income 4 ,940.01 5 ,100.33 3,713.75 Expenses Cost of materials consumed 34 1 2.90 3 2.31 64.50 Purchases of stock-in-trade 35 3 ,025.87 3 ,474.80 2,682.54 Changes in inventories of finished goods, stock-in-trade and work-in- 36 (200.04) (532.12) (600.35) progress Employee benefits expense 37 6 62.08 5 86.86 441.37 Finance costs 38 5 29.73 4 07.57 250.60 Depreciation and amortisation expenses 39 5 47.97 3 85.81 291.72 Other expenses 40 1 ,019.32 1 ,222.20 1,103.73 Total expenses 5 ,597.83 5 ,577.43 4,234.11 Profit/(loss) before exceptional item and tax ( 657.82) ( 477.10) (520.36) Exceptional item - expense/(income) 41 1 ,227.68 - (106.47) Profit/(loss) before tax ( 1,885.50) ( 477.10) (413.89) Tax expense/(credit), net 42 (i) Current tax - - - (ii) Deferred tax - - - Profit/(loss) after tax ( 1,885.50) ( 477.10) (413.89) Other comprehensive income/(loss) 43 Items that will not be reclassified to profit or loss - Remeasurement of the defined benefit plans (loss) (1.37) (2.43) (1.34) - Income tax relating to above - - - Items that will be reclassified to profit or loss - Exchange difference on translation of foreign operations ( 5.88) ( 8.62) 0.01 - Income tax relating to above - - - Other comprehensive income/(loss), net of tax (7.25) (11.05) (1.33) Total comprehensive income/(loss) (1,892.75) (488.15) (415.22) Profit/(loss) attributable to: - Owners of the Company ( 1,885.50) ( 477.10) (413.89) - Non-controlling interests - - - Other comprehensive income/(loss) attributable to: - Owners of the Company ( 7.25) ( 11.05) (1.33) - Non-controlling interests - - - Total comprehensive income/(loss) attributable to: - Owners of the Company ( 1,892.75) ( 488.15) (415.22) - Non controlling interests - - - 238Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income) (₹ in million, except for share data and, if otherwise stated) Year ended Year ended Year ended Particulars Notes 31 March 2025 31 March 2024 31 March 2023 Earnings/(losses) per equity share attributable to owners of the 44 Company Basic and Diluted (in ₹) (29.03) (7.46) (6.69) Face value per share (in ₹) 1 0.00 1 0.00 10.00 Theaccompanyingnotestotherestatedconsolidatedfinancialinformationandsummarystatementofrestatementadjustmentsformanintegralpartof these Restated Consolidated Financial Information. This is the Restated Consolidated Statement of Profit and Loss referred to in our report of even date. For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants of Purple Style Labs Limited Firm Registration No. 001076N/ N500013 Rakesh R. Agarwal Abhishek Agarwal Abhinav Agarwal Partner Whole-time director and Whole-time director and Chief Executive Officer Chief Business Officer Membership No: 109632 DIN : 07237807 DIN : 07178846 Place: Mumbai Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 Date: 12 September 2025 For Kedia & Agrawal Umesh Pawan Choudhary Gulshan Mumtaz Khan Chartered Accountants Chief Financial Officer Company Secretary and Firm Registration No. 140989W Compliance Officer Membership No: A57061 Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 Sunil Kumar Kedia Partner Membership No: 427613 Place: Mumbai Date: 12 September 2025 239Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Restated Consolidated Statement of Cash Flows (₹ in million, except for share data and, if otherwise stated) Year ended Year ended Year ended Particulars Notes 31 March 2025 31 March 2024 31 March 2023 Cash flow from operating activities Profit/(loss) before tax ( 1,885.50) (477.10) (413.89) Adjustments for : Depreciation and amortisation expense 39 5 47.97 385.81 291.72 Share based payment expense 41 1,227.68 - (106.47) Interest income 33 ( 26.59) ( 19.30) (13.49) Loss on sale of property, plant and equipment (net) 40 - 0.09 - Gain on fair valuation of investments (net) 33 ( 3.93) ( 15.67) (5.61) Bad debts written off 40 1 .36 3.28 0.04 Provision for inventory obsolescence 36 1 05.30 92.76 23.63 Impairment of investment 9 - - 6.50 Finance costs 38 5 29.50 407.52 241.10 Liability written back 33 ( 3.36) ( 6.18) - Effect of exchange rate on translation of operating cashflows ( 5.88) ( 8.62) 0.01 Operating profit before working capital changes 486.55 362.59 23.54 Changes in working capital: (Increase)/ Decrease in inventories 14 ( 304.67) (625.72) (624.95) (Increase)/ Decrease in trade receivables 15 ( 5.27) 9.62 58.56 (Increase)/ Decrease in other financial assets ( 259.24) (127.11) (133.42) (Increase)/ Decrease in other assets ( 179.89) 41.88 (240.00) Increase/ (Decrease) in trade payables 28 ( 264.95) 198.63 92.88 Increase/ (Decrease) in provisions 26 & 31 8 .07 6.60 4.56 Increase/ (Decrease) in other financial liabilities 29 ( 8.00) ( 39.52) 51.75 Increase/ (Decrease) in other liabilities 30 7 6.19 (138.49) 326.63 Cash used in operations ( 451.21) (311.52) (440.45) Taxes (paid)/ refunds (net) 42 ( 0.64) ( 1.92) (1.44) Net cash used in operating activities (A) ( 451.85) (313.44) (441.89) Cash flow from investing activities Purchase of property, plant and equipment (including movement in capital ( 149.37) (154.67) (134.81) work-in-progress, capital advances and capital creditors) Proceeds from sale of property, plant and equipment 0 .01 0.07 - Proceeds from sale of investments 9 3 0.13 - 10.64 Increase in fixed deposits not considered as cash equivalents 17 - ( 1.00) - Interest received on fixed deposits 0 .07 0.05 - Purchase of investments 9 - ( 10.53) - Effect of exchange rate on translation of investing cashflows ( 1.97) ( 1.78) (1.41) Net cash used in investing activities (B) ( 121.13) (167.86) (125.58) Cash flow from financing activities Proceeds from issue of shares including premium collected 21, 22 1,482.50 304.65 625.90 Expenses incurred on issue of shares 22 ( 39.23) ( 0.57) - Proceeds from non-current borrowings 23 1,121.50 1,141.00 504.80 Repayment of non-current borrowings (including current maturities) 23 ( 1,050.11) (555.43) (340.10) Proceeds from short-term borrowings 23 7 48.42 394.61 540.72 Repayment of short-term borrowings 23 ( 854.70) (288.33) (477.87) Payment of interest on borrowings 38 ( 222.45) (135.96) (75.51) Payment of lease liabilities 53 ( 269.23) (187.77) (151.36) Payment of interest on lease liabilities 53 ( 273.15) (236.38) (156.32) Effect of exchange rate on translation of financing cashflows 1 .30 1.70 1.40 Net cash generated from financing activities (C) 6 44.85 437.52 471.66 240Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Restated Consolidated Statement of Cash Flows (₹ in million, except for share data and, if otherwise stated) Year ended Year ended Year ended Particulars Notes 31 March 2025 31 March 2024 31 March 2023 Net increase / (decrease) in cash and cash equivalents (A+B+C) 7 1.87 ( 43.78) (95.81) Cash and cash equivalents at the beginning of the year 16 3 1.91 75.69 171.50 Cash and cash equivalents at the end of the year 16 1 03.78 31.91 75.69 Cash and cash equivalents comprise of : Cash on hand 1 5.25 6.88 5.03 Balances with banks -in current accounts 8 8.53 25.03 70.66 1 03.78 31.91 75.69 Notes: i)Figures in brackets represents outflow of cash and cash equivalents. ii) The Restated Consolidated Statement of Cash Flows has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS) 7- 'Statement of Cash Flows'. iii)Acquisition and deletion of right of use assets have been considered as non cash investing activities during the reporting periods. iv)Refer note 24 for reconciliation of cash flows from financing activities as required as per Ind AS. v)Grant of loans to the employees have been considered as a part of operating activities for cash flow purpose. The accompanying notes to the restated consolidated financial information and summary statement of restatement adjustments form an integral part of these Restated Consolidated Financial Information. This is the Restated Consolidated Statement of Cash Flows referred to in our report of even date For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants of Purple Style Labs Limited Firm Registration No. 001076N/ N500013 Rakesh R. Agarwal Abhishek Agarwal Abhinav Agarwal Partner Whole-time director and Whole-time director and Chief Executive Officer Chief Business Officer Membership No: 109632 DIN : 07237807 DIN : 07178846 Place: Mumbai Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 Date: 12 September 2025 For Kedia & Agrawal Umesh Pawan Choudhary Gulshan Mumtaz Khan Chartered Accountants Chief Financial Officer Company Secretary and Firm Registration No. 140989W Compliance Officer Membership No: A57061 Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 Sunil Kumar Kedia Partner Membership No: 427613 Place: Mumbai Date: 12 September 2025 241Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Restated Consolidated Statement of Changes in Equity (₹ in million, except for share data and, if otherwise stated) A) Equity Share Capital (Refer note 21) Number of Number of Particulars shares Amount shares Amount Total fully paid-up partly paid-up Issued, subscribed and paid-up: As at 1 April 2022 16,496 0.16 11,000 0.10 0.26 Add: Issued during the year 1,692 0.02 - - 0.02 Add: CCPS converted into equity shares during the year 880 0.01 - - 0.01 As at 31 March 2023 19,068 0.19 11,000 0.10 0.29 Add: Movement during the year - - - - - As at 31 March 2024 19,068 0.19 11,000 0.10 0.29 Add: Issued during the year 2,965 0.03 - - 0.03 Add: CCPS converted into equity shares during the year 8,797 0.09 - - 0.09 Add: Class 1 CCPS converted into equity shares during the year 100 0.00 - - 0.00 As at 31 March 2025 30,930 0.31 11,000 0.10 0.41 (0.00 represents amounts below ₹ 5,000 in absolute terms) B) Other equity (Refer note 22) Equity component Reserves and Surplus Other reserve of compulsorily Foreign Employee Particulars convertible Securities Retained currency Total stock option preference shares premium earnings translation reserve (Refer note below) reserve Balance as at 1 April 2022 0 .33 1,744.02 202.82 (1,448.83) (9.96) 488.38 Addition during the year on issue of CCPS 0 .01 204.43 - - - 204.44 Addition during the year on call of partly paid CCPS 0 .00 23.19 - - - 23.19 Addition during the year on issue of Class 1 CCPS 12.93 385.31 - - - 398.24 Conversion of CCPS into equity shares of ₹ 10 each (0.01) - - - - (0.01) Addition due to issue of equity shares of ₹ 10 each to employees - 96.35 - - - 96.35 via employee stock option scheme Reversal of excess share based payment expense (Refer note 41) - - (106.47) - - (106.47) Transfer to securities premium on account of exercise of stock - - (96.35) - - (96.35) options Profit/(loss) for the year - - - (413.89) - (413.89) Other comprehensive income/(loss) for the year - - - (1.34) - (1.34) Exchange difference on translation of financial statements of - - - - 0.01 0.01 foreign operation Balance as at 31 March 2023 1 3.26 2,453.30 - (1,864.06) (9.95) 592.55 Addition during the year on issue of Class 1 CCPS 6 .77 297.88 - - - 304.65 Expenses incurred on issue of shares - (0.57) - - - (0.57) Profit/(loss) for the year - - - (477.10) - (477.10) Other comprehensive income/(loss) for the year - - - (2.43) - (2.43) Exchange difference on translation of financial statements of - - - - (8.62) (8.62) foreign operation Balance as at 31 March 2024 2 0.03 2,750.61 - (2,343.59) (18.57) 408.48 Conversion of CCPS into equity shares of ₹ 10 each (0.09) - - - - (0.09) Conversion of Class 1 CCPS into equity shares of ₹ 10 each (1.00) 1.00 - - - - Issuance of equity shares of ₹ 10 each - 1,482.47 - - - 1,482.47 Expenses incurred on issue of shares - (39.23) - - - (39.23) Share based payment (Refer note 41) - - 1,227.68 - - 1,227.68 Profit/(loss) for the year - - - (1,885.50) - (1,885.50) Other comprehensive income/(loss) for the year - - - (1.37) - (1.37) Exchange difference on translation of financial statements of - - - - (5.88) (5.88) foreign operation Balance as at 31 March 2025 1 8.94 4,194.85 1,227.68 (4,230.46) (24.45) 1,186.56 (0.00 represents amounts below ₹ 5,000 in absolute terms) 242Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Restated Consolidated Statement of Changes in Equity (₹ in million, except for share data and, if otherwise stated) Note: TheGrouphasissuedtwoclassesofcompulsorilyconvertiblepreferencesharesi.e.0.001%CompulsorilyConvertiblePreferenceShares(''CCPS'')of₹10eachand0.001% Class 1 Compulsorily Convertible Preference shares (''Class 1 CCPS'') of ₹ 10,000 each. Refer note 22A for additional details. The accompanying notes to the restated consolidated financial information and summary statement of restatement adjustments form an integral part of these Restated Consolidated Financial Information. This is the Restated Consolidated Statement of Changes in Equityreferred to in our report of even date For Walker Chandiok & Co LLP Chartered Accountants For and on behalf of the Board of Directors of Purple Style Labs Limited Firm Registration No. 001076N/ N500013 Rakesh R. Agarwal Abhishek Agarwal Abhinav Agarwal Partner Whole-time director and Whole-time director and Chief Chief Executive Officer Business Officer Membership No: 109632 DIN : 07237807 DIN : 07178846 Place: Mumbai Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 Date: 12 September 2025 For Kedia & Agrawal Umesh Pawan Choudhary Gulshan Mumtaz Khan Chartered Accountants Chief Financial Officer Company Secretary and Firm Registration No. 140989W Compliance Officer Membership No: A57061 Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 Sunil Kumar Kedia Partner Membership No: 427613 Place: Mumbai Date: 12 September 2025 243Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information 1. Group information Purple Style Labs Limited (the “Company” or the “Holding Company”) is an unlisted public limited company having CIN: U18204MH2015PLC267215 incorporated on 06 August 2015 and domiciled in India, having its registered office at CTS No 1081, Plot No 110, TPS Village, Service Road, Western Express Highway, Vile Parle (East), Mumbai 400057, Maharashtra. The Company has two wholly owned subsidiaries namely, PSL Retail Private Limited (incorporated in India) and Purple Style Labs UK Limited (incorporated in the United Kingdom). The Company along with its two subsidiaries are referred to as the “Group”. The Company was converted from a private limited company to a public limited company with effect from 13 December 2023 and accordingly, its name was changed from Purple Style Labs Private Limited to Purple Style Labs Limited. The Group’s primary business is the retail of womenswear, menswear and other categories of products including jewellery, accessories and kids wear through its omnichannel platform comprising the online platforms in the name and style of Pernia’s Pop-Up Shop and physical experience centers, in the name and style of Pernia’s Pop-up Studios. 2. Basis of preparation of restated consolidated financial information A. Basis of preparation The restated consolidated financial information comprises of the Restated Consolidated Statement of Asset and Liabilities as at 31 March 2025, 31 March 2024 and 31 March 2023, the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Cash Flows and the Restated Consolidated Statement of Changes in Equity for the years ended 31 March 2025, 31 March 2024 and 31 March 2023, and a Summary Statement of Restatement Adjustments and notes to the restated consolidated financial information including summary of material accounting policies and other explanatory information (collectively referred to as “Restated Consolidated Financial Information”). The Restated Consolidated Financial Information comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the “Act”) read with Companies (Indian Accounting Standards) Rules, 2015 (as amended), and other relevant provisions of the Act and the presentation and disclosures requirement of Division II of Schedule III to the Act. The Restated Consolidated Financial Information has been approved by the Board of Directors of the Company at their meeting held on 12 September 2025 and has been specifically prepared by the management for inclusion in the Draft Red Herring Prospectus (“DRHP”) to be filed by the Company with Securities and Exchange Board of India (‘SEBI’), the National Stock Exchange of India Limited and BSE Limited (collectively, the ‘Stock Exchanges’) in connection with the proposed Initial Public Offer (“IPO”) of the Company’s equity shares of face value of INR 10 each (referred to as the 'Offer”). The Restated Consolidated Financial Information has been prepared by the management of the Company to comply in all material respects with the requirements of: a) Section 26 of Part I of Chapter III of the Act as amended from time to time; b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date ("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 Restated Consolidated Financial Information have been compiled from the audited special purpose Ind AS consolidated financial statements as at and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 prepared in accordance with the Ind AS, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other recognised accounting practices and policies generally accepted in India including the requirements of the Act. Such special purpose Ind AS consolidated financial statements were approved by the Board of Directors on 12 September 2025. 244Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information The Group has transitioned to Ind AS in the financial year ended 31 March 2025 and accordingly has prepared a separate set of consolidated financial statements for the year ended 31 March 2025 in accordance with Indian Accounting Standards as specified under Companies (Indian Accounting Standards) Rules 2015 prescribed by Section 133 of the Act using 1 April 2023 as transition date. Such statutory purpose consolidated financial statements were approved by the Board of Directors at their meeting held on 18 June 2025. However, in accordance with the general directions issued by the SEBI dated 28 October 2021 to Association of Investment Banker of India, the transition date considered for the purpose of special purpose Ind AS consolidated financial statements for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 is 01 April 2022, which is different from the transition date (i.e., 1 April 2023) adopted by the Group for the preparation of first Ind AS compliant consolidated financial statements for the year ended 31 March 2025 under section 129 of the Act. Accordingly, the Group has applied the accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) as on 1 April 2022 for such special purpose Ind AS consolidated financial statements. The statutory purpose consolidated financial statements for the years ended 31 March 2024 and 31 March 2023 were approved by the Board of Directors at their meeting held on 27 September 2024 and 29 September 2023, respectively. These were prepared in accordance with Accounting Standards prescribed under section 133 of the Act, read with the Companies (Accounting Standards) Rules, 2021 and other accounting principles generally accepted in India (‘previous GAAP’). The aforesaid special purpose Ind AS consolidated financial statements for the years ended 31 March 2024 and 31 March 2023 are based on the adjustments made to the statutory purpose consolidated financial statements for the years ended 31 March 2024 and 31 March 2023 prepared as per previous GAAP, on account of transition to Ind AS using 1 April 2022 as the transition date. Refer note 48 for detailed information on such transition and for details of significant first-time adoption exceptions and exemptions availed by the Group and an explanation of how the transition from previous GAAP to Ind AS has affected the Group’s financial position, its performance and cash flows. Subsequent to 31 March 2025, pursuant to a resolution passed in the extraordinary general meeting of the Company dated 28 August 2025, shareholders have approved the issuance of bonus shares to the equity shareholders in the ratio of 999 equity shares for each share held. The record date for the said purpose was fixed as 29 August 2025. As required under Ind AS 33 - “Earnings per share”, the effect of such bonus issuance is adjusted to the weighted average number of shares outstanding during the reporting periods for the purpose of computing earnings per share for all the period presented retrospectively. As a result, the effect of such bonus has been considered in this restated consolidated financial information for the purpose of calculating earnings per share (Refer Note 44 of the Restated Consolidated Financial Information). This Restated Consolidated Financial Information does not reflect the impact of any subsequent events or changes in estimates from the respective dates of the Board of Directors meetings held for the adoption of the statutory purpose consolidated financial statements for the respective financial years except for the change in the Ind AS transition date and the effect of bonus issuance, as explained above. The Restated Consolidated Financial Information comprises the standalone financial statements of Purple Style Labs Limited and its following wholly owned subsidiaries (together referred to as “Subsidiaries”): Subsidiaries included for consolidation Name of the entity Country of incorporation Company's shareholding PSL Retail Private Limited India 100% Purple Style Labs UK Limited United Kingdom 100% The accounting policies are applied consistently to all the periods presented in the Restated Consolidated Financial Information, except for amendments applicable from a specified date. 245Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information The Restated Consolidated Financial Information has been prepared so as to contain information / disclosures and incorporating adjustments set out below in accordance with the ICDR Regulations: - Adjustments to the profits or losses of the earlier periods and of the period in which the change in the accounting policy has taken place is recomputed to reflect what the profits or losses of those periods would have been if a uniform accounting policy was followed in each of these periods, if any; - Adjustments for reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring them in line with the groupings as per the special purpose Ind AS consolidated financial statements as at and for the year ended 31 March 2025 and the requirements of the ICDR Regulations, if any; and - The resultant impact of tax due to the aforesaid adjustments, if any. The Restated Consolidated Financial Information has been prepared using going concern assumption and on a historical cost convention and accrual basis, except for the certain financial assets and liabilities, defined employee benefit obligations and share-based payments, which are measured either at fair value or amortised cost. The Restated Consolidated Financial Information does not require any adjustment for modifications. The auditors’ observations/ comments which do not require any corrective adjustments in the Restated Consolidated Financial Information have been disclosed in note 57. B. Current and non-current classification The Group presents assets and liabilities in the Restated Consolidated Statement of Assets and Liabilities based on current/ non-current classification. An asset is treated as current when it is: - Expected to be realized or intended to be sold or consumed in normal operating cycle - Held primarily for the purpose of trading - Expected to be settled within twelve months after the reporting period or - Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current. A liability is current when: - It is expected to be settled in normal operating cycle or due to be settled within twelve months after the reporting period - It is held primarily for the purpose of trading - There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Group has identified period of twelve months as its operating cycle. C. Principles of consolidation Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The 246Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information results of subsidiary acquired or disposed of during the year are included in the Restated Consolidated Statement of Profit and Loss from the effective date of acquisition or up to the effective date of disposal, as appropriate. The Group combines the financial information of the Company and its Subsidiaries line by line, adding together like items of assets, liabilities, income and expenses. Inter-company transactions, balances and unrealised gains on transactions between the group companies are eliminated in full on consolidation. Restated Consolidated Financial Information is prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a Group company uses accounting policies other than those adopted in the restated consolidated financial information for like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the restated consolidated financial information to ensure conformity with the Group’s accounting policies. Non-controlling interests, if any in the results and equity of subsidiaries are shown separately in the Restated Consolidated Statement of Profit and Loss, Restated Consolidated Statement of Changes in Equity and Restated Consolidated Statement of Asset and Liabilities respectively. Notes to the Restated Consolidated Financial Information represent notes involving items which are considered material and are accordingly duly disclosed. Materiality for the said purpose is assessed in relation to the information contained in the restated consolidated financial information. Further, additional statutory information disclosed in standalone financial statements of the subsidiary and/or of the Company having no bearing on the true and fair view of the Restated Consolidated Financial Information has not been disclosed in the Restated Consolidated Financial Information. There are no associates, joint ventures and joint operations in the Group. D. Functional and presentation currency The Restated Consolidated Financial Information is presented in Indian Rupee (INR/ ₹), which is also the Company’s functional currency. All amounts disclosed in the Restated Consolidated Financial Information have been rounded off to the nearest million, unless otherwise stated. Any amount appearing in the Restated Consolidated Financial Information as ‘0.00’ represent amount less than INR 5,000 in absolute terms. The results and financial position of all the Group entities that have a functional currency different from the presentation currency of the Group are translated as follows: - assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; - income and expenses for each statement of profit and loss are translated at average exchange rates, and - all resulting exchange differences are recognised in other comprehensive income. On disposal of a foreign operation, the associated exchange differences are reclassified to the Restated Consolidated Statement of Profit and Loss, as part of the gain or loss on disposal. E. Standards issued but not yet effective The Ministry of Corporate Affairs (MCA) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules, 2015 as issued from time to time. As on the date of release of these Restated Consolidated Financial Information, MCA has notified an amendment to Ind AS 21 regarding lack of exchangeability between currencies, which is applicable for reporting period beginning on or after 1 April 2025. Such amendment to existing standard has not been adopted early by the Group. 247Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information 3. Summary of material accounting policy information A. Foreign currency transactions Transactions in foreign currency are recorded at exchange rate prevailing on the date of transaction. Foreign currency denominated monetary assets and liabilities are translated at the exchange rate prevailing on the balance sheet date and exchange gain or loss arising on their settlement and restatement are recognised in the Restated Consolidated Statement of Profit and Loss. Non-monetary assets and liabilities that are recorded in terms of historical cost are not retranslated. Exchange differences are deferred in equity if they are attributable to part of net investment in a foreign operation. B. Revenue recognition Revenue is recognised on satisfaction of performance obligation upon transfer of promised goods or services to customers. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts, margin, rate change etc. offered by the Group as part of the contract. Revenue excludes taxes collected from customers on behalf of government. The Group satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met: - The customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs; or - The Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or - The Group’s performance does not create an asset with an alternative use to the Group and an entity has an enforceable right to payment for performance completed to date. For performance obligations where none of the above conditions are met, revenue is recognised at the point in time at which the performance obligation is satisfied. Revenue from the services provided is recognised as and when the service is completed and in accordance with the contractual obligation between the Group and its customers. Revenue from sale of products is recognised by the Group at a point in time on which the performance obligation is satisfied which usually coincides with the dispatch of goods or upon delivery to customer, in accordance with the terms of sale. Interest income is accrued on a time basis, by reference to the principle outstanding and at the effective interest rate applicable, which is the rate that discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. Other non-operating income is recognised as and when due or received, whichever is earlier. Customer award credits/ points The Group has a customer award credits/ points programme which allows customers to accumulate loyalty points that can be redeemed against future purchases of products at discounted prices. The loyalty points give rise to a separate performance obligation as they provide a material right to the customer. A portion of the transaction price is allocated to the loyalty points awarded to customers based on relative stand-alone selling price and recognised as a contract liability until the points are redeemed. Revenue is recognised upon redemption of loyalty points by the customer. 248Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information When estimating the stand-alone selling price of the loyalty points, the Group considers the likelihood that the customer will redeem the points. The Group updates its estimates of the points that will be redeemed at each reporting date. Contract balances i) Contract assets A contract asset is the right to consideration in exchange for products or services that the Group transfers to its customers. If the Group transfers products or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditioned to customers’ acceptance. ii) Trade receivable A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section of ‘Financial instruments – initial recognition and subsequent measurement’. iii) Contract liabilities A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group fulfils its performance obligation under the contract (i.e., transfers control of the related goods or services to the customer). C. Income tax Income tax expense comprises current tax expenses and net change in the deferred tax assets or liabilities during the period. Current and deferred taxes are recognised in the Restated Consolidated Statement of Profit and Loss, except when they relate to item that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted in relation to the reporting period for each of the entities of the Group. Deferred tax is recognised using balance sheet approach. Deferred tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of recognition. Deferred tax asset is recognised to the extent that sufficient taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. The carrying amount of deferred tax assets are reviewed at each reporting date and reduced when it is no longer probable that sufficient taxable profit will be available to allow the full or part of deferred tax assets to be utilised. At each reporting date, the Group re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax asset to the extent that it has become reasonably certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized. 249Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. The Group recognises deferred tax liability for all taxable temporary differences, except to the extent that both of the following conditions are satisfied: - when the Group can control the timing of the reversal of the temporary difference; and - it is probable that the temporary difference will not reverse in the foreseeable future. D. Leases The Group assesses at contract inception and on reassessment of a contract, whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. As a lessee The Group recognises lease liabilities to make lease payments and right of use assets representing the right to use the underlying assets. The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. Lease payments associated with the short-term leases and leases of low-value assets are recognised as an expense in the Restated Consolidated Statement of Profit and Loss. i) Right of use assets The Group recognises right of use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right of use assets are measured at cost, less any accumulated depreciation and impairment losses (if any), and adjusted for any re-measurement of lease liabilities. The cost of right of use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right of use assets are depreciated on a straight-line basis over the lease term or the estimated useful lives of the assets, whichever is shorter. If the ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right of use assets are also subject to impairment. ii) Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce property, plant and equipment) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date in case the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. For a lease modification that fully or partially decreases the scope of the lease, the Group decreases the carrying amount of the right of use asset to reflect partial or full termination of the lease. Any difference between those adjustments is recognised in profit or loss at the effective date of the modification. 250Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information E. Impairment of non-financial assets The carrying amount of the non-financial assets are reviewed at each balance sheet date to confirm if there is any indication of impairment based on internal /external factors. An impairment loss is recognised whenever the carrying amount of an asset or a cash-generating unit exceeds its recoverable amount. The recoverable amount of the assets (or where applicable, that of the cash generating unit to which the asset belongs) is estimated as the higher of its net selling price and its value in use. Impairment loss is recognised in the Restated Consolidated Statement of Profit and Loss. After impairment, depreciation / amortisation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation / amortisation if there was no impairment. F. Inventories Inventories are measured at lower of cost and net realisable value ("NRV") after providing for obsolescence, if any. Cost of inventories comprises of cost of purchase, and other costs including transportation and labour overheads incurred in bringing them to their respective present location and condition. Cost of raw materials is measured on a weighted average basis. Work-in-progress and finished goods are measured on a weighted average basis and its cost is computed on the basis of raw material consumed and proportion of direct overheads incurred. Stock in trade is measured on a weighted average basis. NRV is the estimated selling price in ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. G. Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. i) Financial assets a) Initial recognition Financial assets (excluding trade receivables that do not consist of significant financial component), are recognised initially at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset. A trade receivable without a significant financing component is initially measured at the transaction price. Transaction costs directly attributable to the acquisition of financial assets measured at fair value through profit or loss (“FVTPL”) are recognised immediately in the Restated Consolidated Statement of Profit and Loss. b) Subsequent measurement For purposes of subsequent measurement, financial assets are classified in the following categories • Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business model with an objective to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. After Initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (“EIR”) method. EIR is the rate that exactly discounts estimated future cash receipts (including all fees, transaction costs and other premiums or discounts) through the expected life of the debt instrument or where appropriate, a shorter period, to the net carrying amount on initial recognition. 251Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information Interest income from these financial assets is included in finance income using the EIR method. Impairment gains or losses arising on these assets are recognised in the Restated Consolidated Statement of Profit and Loss. • Financial assets measured at fair value Financial assets are measured at fair value through other comprehensive income (“OCI”) if these financial assets are held within a business model with an objective to hold these assets in order to collect contractual cash flows or to sell these financial assets and the contractual terms of the financial asset, on specified dates, give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised through profit and loss in the Restated Consolidated Statement of Profit and Loss. Financial asset not measured at amortised cost or at fair value through OCI, is carried at FVTPL. Financial assets included within FVTPL category are measured at fair value with all changes recognised in the Restated Consolidated Statement of Profit and Loss. c) Equity investments All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the Restated Consolidated Statement of Profit and Loss. In respect of equity investments which are not held for trading, the Group has made an irrevocable election to present subsequent changes in the fair value of such instruments in the Restated Consolidated Statement of Profit and Loss. Such an election is made by the Group on an instrument-by-instrument basis at the time of transition for existing equity instruments/ initial recognition for new equity instruments. d) Impairment of financial assets In accordance with Ind AS 109, the Group applies the expected credit loss (“ECL”) model for measurement and recognition of impairment loss on the financial assets and credit risk exposures. For recognition of impairment loss on financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL. ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date. The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables (including lease receivables) and on any contractual right to receive financial asset that result from transactions within the scope of Ind AS 115. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition. ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/ expense in the Restated Consolidated Statement of Profit and Loss. e) De-recognition of financial assets The Group de-recognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to another entity. 252Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the assets and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralized borrowing for the proceeds received. f) Cash and cash equivalents For the purpose of presentation in the Restated Consolidated Statement of Cash Flows, cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term and highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the Restated Consolidated Statement of Assets and Liabilities. Margin money deposits, earmarked balances with banks and other bank balances which have restrictions are presented as other bank balances. ii) Equity instruments and financial liabilities Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments which are issued for cash are recorded at the proceeds received, net of direct issue costs. Equity instruments which are issued for consideration other than cash are recorded at fair value of the equity instrument. Financial liabilities a) Initial recognition Financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. All financial liabilities are initially measured at fair value plus or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. Transaction costs directly attributable to the acquisition of financial liabilities at FVTPL are recognised immediately in Restated Consolidated Statement of Profit and Loss. b) Subsequent measurement The subsequent measurement of financial liabilities depends on their classification, as described below: • Financial liabilities at FVTPL Financial liabilities at FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at FVTPL. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses including interest expenses on financial liabilities at FVTPL are recognised in the Restated Consolidated Statement of Profit and Loss. • Financial liabilities at amortised cost After initial recognition, interest-bearing liabilities and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in Restated Consolidated Statement of Profit and Loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Restated Consolidated Statement of Profit and Loss. c) De-recognition of financial liabilities Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired. When an existing financial liability is replaced by another liability on substantially different terms, or the 253Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information terms of an existing liability are substantially modified, such an exchange or modification is treated as de- recognition of the original liability and recognition of a new liability. The difference in the respective carrying amounts is recognised in the Restated Consolidated Statement of Profit and Loss . d) Offsetting financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the Restated Consolidated Statement of Assets and Liabilities if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis to realize the assets and settle the liabilities simultaneously. H. Property plant and equipment (including capital work-in-progress) All items of property, plant and equipment are stated at historical cost less accumulated depreciation / amortisation and impairment loss, if any. Historical cost includes expenditure that is attributable to the acquisition/ construction and all other costs (including borrowing related to qualifying assets), and taxes that are not refundable and are necessary to bring the asset to its working condition of use as intended. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. Repairs and maintenance expenses are charged to Restated Consolidated Statement of Profit and Loss during the reporting period in which they are incurred. The cost of property, plant and equipment and directly related expenses net of accumulated impairment losses, if any, which are incurred before the date they are ready for their intended use, are disclosed as capital work-in- progress before such date. Gains or losses arising from de-recognition of property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Restated Consolidated Statement of Profit and Loss when the asset is de-recognised. Depreciation and amortisation: Depreciation is charged on straight line method on the basis of the useful life of assets (mentioned below). Depreciation is calculated on the depreciable amount, which is the cost of an asset less its residual value. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Depreciation is calculated pro-rata from the date on which asset is ready for use or to the date of disposal, as the case may be. The Group depreciates its property, plant and equipment over useful life in the manner prescribed in Schedule II to the Act. Useful life considered for calculation of depreciation for various asset classes are as follows: Class of assets Useful life Computers 3 to 5 years Furniture and fixtures 10 years Office equipment 5 years Vehicles 8 years Leasehold Lower of remaining lease term and improvement useful life Capital costs in respect of upgradation of leased premises are amortised over the balance lease period or its useful lives whichever is lower. On transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as at 1 April 2022 measured as per the previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment. 254Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information I. Intangible assets and amortisation Intangible assets with a finite useful life are carried at cost less accumulated amortisation and accumulated impairment losses, if any. Cost includes expenditure that is attributable to the acquisition/ development of the intangible assets including cost necessary to bring the asset to its intended use or sale. Expenditure on research activities is recognised in the Restated Consolidated Statement of Profit and Loss as incurred. Identifiable intangible assets are recognised when it is probable that future economic benefits attributed to the asset will flow to the Group and the cost of the asset can be reliably measured. Software and related implementation costs are capitalized where it is expected to provide enduring economic benefits and are amortized over a period of 5 to 10 years starting from the date on which asset is ready for use. Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than its carrying amount. Impairment losses relating to acquired goodwill are not reversed in future periods. Expenditure on internally generated goodwill and brands is recognised in profit or loss as incurred. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Restated Consolidated Statement of Profit and Loss when the asset is derecognised. On transition to Ind AS, the Group has elected to continue with the carrying value of all of its intangible assets recognised as at 1 April 2022 measured as per the previous GAAP and use that carrying value as the deemed cost of the intangible assets. J. Borrowings costs Borrowing costs consist of interest, ancillary costs and other costs in connection with the borrowing of funds. Borrowing costs attributable to acquisition and/or construction of qualifying assets are capitalized as a part of the cost of such assets, up to the date of such assets are ready for their intended use. All other borrowing costs are charged to the Restated Consolidated Statement of Profit and Loss. K. Provisions, contingent liabilities and contingent assets A provision is recognised when the Group has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects the current market assessments of time value of money and the risks specific to the liability. The increase in the provision due to passage of time is recognised as interest expense. The provisions are reviewed at each balance sheet date and adjusted to reflect the management’s estimates. Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group, or a present obligation where outflow of resources is not probable or where outflow is probable but reliable estimate of the amount cannot be made. Contingent assets are not recognised in the Restated Consolidated Financial Information. However, contingent assets are assessed continuously and if it is virtually certain that an inflow of economic benefits will arise, the assets and the related income are recognised in the period in which the change occurs. 255Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information L. Employee benefits i) Short-term employee benefits All employee benefits which are due within twelve months of rendering the services are classified as short-term employee benefits. Benefits such as salaries, wages, compensated absences, etc. and the expected cost of bonus, ex-gratia are recognised on an undiscounted and accrual basis for the period in which the employee renders the related service. ii) Post-employment benefits Defined contribution plan: Group’s contribution under provident fund scheme, employees state insurance corporation (“ESIC”), local government pension plan, etc. are recognised during the period in which the related service is rendered. The Group has no further payment obligations once the contributions have been paid. Defined benefit plan: Gratuity: The Group has computed its liability towards future payments of gratuity to employees, on actuarial valuation basis which is determined based on project unit credit method and the charge for current period is debited to the Restated Consolidated Statement of Profit and Loss. The present value of the defined benefit obligation, which is unfunded at present, is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating the terms of the related obligation. Actuarial gains and losses arising on the re-measurement of defined benefit obligation is charged/ credited to other comprehensive income. They are included in the Restated Consolidated Statement of Changes in Equity and in the Restated Consolidated Statement of Assets and Liabilities. iii) Share based payments Certain employees of the Group receive part of their remuneration through share-based payments in consideration for the services rendered. The fair value of the options at the grant date is calculated by an independent valuer based on Black Scholes model. Related costs are recognised as employee benefits expense that are correspondingly credited to employee stock option reserve as part of total equity, over the period in which the performance and/or service conditions are fulfilled by relevant employees. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the Restated Consolidated Statement of Profits and Loss for the year represents the movement in cumulative expense recognised as at the beginning and end of that year and is recognised in employee benefits expense. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the fair value as at the grant date. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions. No expense is recognised for awards that do not ultimately vest because of non-market performance and/or service conditions have not been met. M. Earnings per share Basic earnings per share are calculated by dividing the net profit or loss (excluding other comprehensive income) for the period attributable to equity shareholders by the weighted average number of equity shares and instruments which are compulsorily convertible into equity shares, outstanding during the period. The weighted average 256Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a right issue, share split (sub-division) and reverse share splits (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For an event wherein the number of ordinary shares increases without an increase in resource, the number of ordinary shares outstanding before the event is adjusted for the proportionate change in the number of ordinary shares outstanding as if the event had occurred at the beginning of the earliest period presented. For the purpose of calculating diluted earnings per share, the net profit or loss (excluding other comprehensive income) for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. N. Exceptional items When an item of income or expense within the Restated Consolidated Statement of Profit and Loss from ordinary activity is of such size, nature or incidence that its disclosure is relevant to explain more meaningfully the performance of the Group for the period, the nature and amount of such items is disclosed as an exceptional item. O. Segmental information Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM). The CODM comprise of chief executive officer (“CEO”) and executive directors of the Company. P. Expenses incurred on issue of shares Incremental costs directly attributable to the issue of equity shares or instruments in the nature of equity are recognised as a deduction from equity. 4. Critical estimates and judgements The preparation of Restated Consolidated Financial Information in conformity with Ind AS requires estimates and assumptions to be made by the management of the Group that affect the reported amounts of assets and liabilities and amounts disclosed as contingent liabilities on the date of the Restated Consolidated Financial Information and the reported amounts of revenues and expenses during the reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets and liabilities affected in future periods. Estimates and underlying assumptions are reviewed by the management at each reporting date. The management believes that these estimates are prudent and reasonable and are based upon the management’s best knowledge of current events and actions. Actual results could differ from these estimates and differences between actual results and estimates are recognised in the periods in which the results are known or materialised. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to originally assessed estimates and assumptions turning out to be different than the actual results. A. Property, plant and equipment and intangible assets: Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation/amortisation to be recorded during any reporting period. The useful lives and residual values as per Schedule II to the Act or otherwise are based on the Group’s historical experience with similar assets and taking into account anticipated technological changes, whichever is more appropriate. B. Income tax: The tax jurisdiction for the Company and its Subsidiaries is India except for Purple Style Labs UK Limited for which the tax jurisdiction is United Kingdom. Significant judgements are involved in determining the provision 257Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information for income taxes including judgement on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods. The recognition of taxes that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on specific facts and circumstances. The Group reviews at each balance sheet date the carrying amount of deferred tax assets. The factors used in estimates may differ from actual outcome which could lead to an adjustment to the amounts reported in the restated standalone financial information. C. Impairment of financial assets: The impairment provisions for financial assets are based on the assumptions about risk of default and expected cash loss. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Group’s history, existing market conditions as well as forward looking estimates at the end of each reporting period. D. Impairment of non-financial assets: The carrying amounts of assets are reviewed at each balance sheet date to assess whether there is any indication that an individual asset/ group of assets (constituting a cash generating unit) may be impaired. If there is any indication of impairment based on internal/ external factors i.e., when the carrying amount of the assets exceeds the recoverable amount, an impairment is charged to the Restated Consolidated Statement of Profit and Loss in the period in which an asset is identified as impaired. To determine the recoverable amount, management estimates expected future cash flows from each asset or cash generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows and makes assumptions about future operating results. These assumptions relate to future events and circumstances. The actual results may vary and may cause significant adjustments to the Group’s assets. In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market risk and appropriate adjustment to asset-specific risk factors. E. Defined benefit obligation: The cost of post-employment benefits is determined by using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, future salary increases and mortality rates. Due to the long-term nature of these plans such estimates are subject to significant uncertainty. The assumptions used are disclosed in note 45. F. Leases: The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew or terminate the lease. It considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate. G. Provisions and contingent liabilities: A provision is recognised when the Group has a present obligation as result of past event and it is probable that the outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect current best estimates. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgements and the use of estimates regarding the outcome of future events. H. Deferred revenue for customer award credits/ loyalty points: The Group recognises deferred revenue for loyalty points based on sales trends, loyalty points generated and utilised in previous years. The Group reviews the estimates at regular intervals to ensure the applicability of the same in the changing scenario, and based on the management’s assessment of loyalty points utilisation. 258Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information I. Deferred tax recognition: Deferred tax asset (DTA) is recognised only when and to the extent there is convincing evidence that the Group will have sufficient taxable profits in future against which such assets can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies, recent business performance and developments. J. Share based payments: The Group uses the most appropriate valuation model depending on the terms and conditions of the grant, including the expected life of the share option and volatility. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 46. 259Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 5 Property, plant and equipment Leasehold Furniture and Office Particulars Computers Vehicle Total improvements fixtures equipment Gross carrying amount (deemed cost) As at 1 April 2022 95.01 10.38 20.55 4 .59 0.98 131.51 Additions during the year 94.04 14.75 25.26 3 .20 - 137.25 Disposals during the year - - - - - - As at 31 March 2023 189.05 25.13 45.81 7 .79 0.98 268.76 Additions during the year 106.33 9.03 37.42 1 .88 - 154.66 Disposals during the year - (0.04) (0.15) (0.02) - (0.21) As at 31 March 2024 295.38 34.12 83.08 9 .65 0.98 423.21 Additions during the year 73.87 3.78 12.06 1 0.75 - 100.46 Disposals during the year (38.14) - (0.37) (0.01) - (38.52) As at 31 March 2025 331.11 37.90 94.77 2 0.39 0.98 485.15 Accumulated depreciation As at 1 April 2022 - - - - - - Depreciation for the year 16.70 7.38 4.56 2 .13 0.16 30.93 Disposal of assets - - - - - - As at 31 March 2023 16.70 7.38 4.56 2 .13 0.16 30.93 Depreciation for the year 26.43 9.61 2.74 2 .09 0.15 41.02 Disposal of assets - (0.01) (0.03) (0.01) - (0.05) As at 31 March 2024 43.13 16.98 7.27 4 .21 0.31 71.90 Depreciation for the year 103.80 10.79 10.41 3 .07 0.15 128.22 Disposal of assets (38.14) - - - - (38.14) Foreign translation (gain)/ loss - - (0.55) (0.01) - (0.56) As at 31 March 2025 108.79 27.77 17.13 7 .27 0.46 161.42 Net carrying amount As at 31 March 2023 172.35 17.75 41.25 5.66 0.82 237.83 As at 31 March 2024 252.25 17.14 75.81 5.44 0.67 351.31 As at 31 March 2025 222.32 10.13 77.64 13.12 0.52 323.73 Notes: i) Refer note 23 for the details of property, plant and equipment hypothecated towards borrowings of the Group. ii) There are no known capital commitments to be reported as at the balance sheet dates. 6 Capital work-in-progress (CWIP) Particulars 31 March 2025 31 March 2024 31 March 2023 Opening Balance 8.12 - - Additions during the year 101.27 99.21 - Capitalised during the year (75.31) (91.09) - Closing balance 34.08 8.12 - Capital work-in-progress ageing schedule CWIP as at 31 March 2025 Particulars < 1 year 1 to 2 years 2 to 3 years > 3 years Total Projects-in-progress 34.08 - - - 34.08 Projects temporarily suspended - - - - - Total 34.08 - - - 34.08 CWIP as at 31 March 2024 Particulars < 1 year 1 to 2 years 2 to 3 years > 3 years Total Projects-in-progress 8.12 - - - 8.12 Projects temporarily suspended - - - - - Total 8.12 - - - 8.12 260Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) CWIP as at 31 March 2023 Particulars < 1 year 1 to 2 years 2 to 3 years > 3 years Total Projects-in-progress - - - - - Projects temporarily suspended - - - - - Total - - - - - Notes: i)Thebalancein'Capitalwork-in-progress'isinrelationtothefurnitureandfixturefornewstores/storeexpansionandleaseholdimprovementsandthesame are intended to be completed within a period of 12 months. ii)Capitalwork-in-progress,whosecompletionisoverdueorexceededitscostcomparedtoitsoriginalplanasat31March2025isNil(31March2024:Nil, 31 March 2023: Nil). 7 Right of use assets Right of use assets - Particulars Building Gross carrying amount As at 1 April 2022 (Refer note ii below) 739.22 Additions during the year 688.58 Disposals during the year (13.17) Foreign exchange adjustment 1.64 As at 31 March 2023 1,416.27 Additions during the year 1,010.27 Disposals during the year (56.85) Foreign exchange adjustment 2.83 As at 31 March 2024 2,372.52 Additions during the year 89.52 Disposals during the year (45.85) Foreign exchange adjustment 4.50 As at 31 March 2025 2,420.69 Accumulated depreciation As at 1 April 2022 - Depreciation for the year 256.38 Disposal of assets (13.17) Foreign exchange adjustment 0.23 As at 31 March 2023 243.44 Depreciation for the year 341.71 Disposal of assets (56.85) Foreign exchange adjustment 1.05 As at 31 March 2024 529.35 Depreciation for the year 402.22 Disposal of assets (45.85) Foreign exchange adjustment 3.09 As at 31 March 2025 888.81 Net carrying amount As at 31 March 2023 1,172.83 As at 31 March 2024 1,843.17 As at 31 March 2025 1,531.88 Notes: i) Refer note 53 for disclosures under Ind AS 116. ii) This represents impact on account of transition to Ind AS. 261Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 8 Other intangible assets and Goodwill Particulars Softwares Goodwill Total Gross carrying amount (deemed cost) As at 1 April 2022 26.73 84.58 111.31 Additions during the year 0.55 - 0.55 Disposals during the year - - - As at 31 March 2023 27.28 8 4.58 111.86 Additions during the year - - - Disposals during the year - - - As at 31 March 2024 27.28 8 4.58 111.86 Additions during the year - - - Disposals during the year - - - As at 31 March 2025 27.28 8 4.58 111.86 Accumulated amortisation As at 1 April 2022 - - - Amortisation for the year 4.41 - 4.41 Disposal of assets - - - As at 31 March 2023 4.41 - 4.41 Amortisation for the year 3.08 - 3.08 Disposal of assets - - - As at 31 March 2024 7.49 - 7.49 Amortisation for the year 3.08 - 3.08 Disposal of assets - - - Impairment (Refer notes below) - 1 4.45 14.45 As at 31 March 2025 10.57 1 4.45 25.02 Net carrying amount As at 31 March 2023 22.87 84.58 107.45 As at 31 March 2024 19.79 84.58 104.37 As at 31 March 2025 16.71 7 0.13 86.84 Notes: i)Goodwillwasaccountedforatthetimeofacquisitionofthebusinessandbrands-'Pernia'sPop-Up','WendellRodricks'and'HemantTrevedi',whichwere prior to 1 April 2022. The said goodwill represents the excess of the purchase consideration paid over the net assets acquired by the Company. ii) During the year ended 31 March 2025, the Group has witnessed a decline in revenue related to the product lines of 'Wendell Rodricks' and 'Hemant Trevedi',whichalsohashadanimpactonthemarginsandnetcashflowgeneratedfromthesaidproductlines.Hence,inviewofthesame,theGrouphas fully impaired the goodwill related to these product lines. iii)Inrelation to'Pernia'sPop-Up'brand, theGrouphaswitnessedconsistentgrowthin revenueandthemarginsarein linewith theforecasts. Hence,the recoverableamountisestimatedtoexceedthenetcarryingamount.Accordingly,theGrouphasdecidednottotakeanyimpairmentinrelationto'Pernia'sPop- Up'. This space has been intentionally left blank 262Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 9 Investments As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Investment in equity instruments - carried at fair value through profit and loss (FVTPL) - (Unquoted, fully paid-up) - Pinkcow Designs Private Limited 6.50 6.50 6.50 1,625 (31 March2024: 1,625and 31March2023:1,625) sharesof₹10each (Refer note i below) Less: Impairment allowance (6.50) (6.50) (6.50) - Landcraft Retail Private Limited - 26.20 - Nil (31 March 2024: 262 and 31 March 2023: Nil) shares of ₹1,000 each (Refer note ii below) Total - 26.20 - Other disclosures for investments: - Aggregate amount of quoted investments - - - - Aggregate amount of unquoted investments 6.50 32.70 6.50 - Aggregate amount of impairment in value of investments (6.50) (6.50) (6.50) Notes: i)TheGrouphadacquired1,625equitysharesofPinkcowDesignsPrivateLimited.Aspartofimpairmentassessment,theGrouphadimpairedthe said investment in the year ended 31 March 2023. ii) Pursuant to the board resolutions passed on 18 July 2023 and 22 November 2023, the Group had acquired a total of 262 equity shares of LandcraftRetailPrivateLimited.Subsequently,pursuanttotheboardresolutionpassedon3March2025,theGrouphassoldtheentireinvestment and the resultant gain has been recognised in profit and loss. iii) Refer note 49 for classification of financial instruments by category and into fair value level of hierarchy. iv) Refer note 50 for disclosures pertaining to financial risk management. 10 Non-current financial asset - loans As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Unsecured, considered good Loan to employees 1.14 1.22 0.37 Total 1.14 1.22 0.37 Notes: i) In line with Circular No 04/2015 issued by Ministryof Corporate Affairs dated 10 March, 2015, loans given to employees as per theGroup’s policy are not considered for the purposes of disclosure under Section 186(4) of the Act. ii)Therearenoloanshavingsignificantincreaseincreditriskorwhicharecreditimpairedordoubtfulasat31March2025(31March2024:Nil, 31 March 2023: Nil). iii)TherearenoloansduebydirectorsorotherofficersoftheGrouporanyofthem,eitherseverallyorjointlywithanyotherpersons,oramounts due by firms or private companies in which any director is a partner or a director or a member. iv) Refer note 49 for classification of financial instruments by category and into fair value level of hierarchy. v) Refer note 50 for disclosures pertaining to financial risk management. 11 Other non-current financial assets As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Unsecured, considered good Security deposits 361.50 173.81 138.90 Total 361.50 173.81 138.90 Notes: i) Refer note 49 for classification of financial instruments by category and into fair value level of hierarchy. ii) Refer note 50 for disclosures pertaining to financial risk management. 263Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 12 Income tax assets (net) As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Income tax assets [Refer note 42 (c)] 7.29 6.65 4.73 Total 7.29 6.65 4.73 Note: TheaboveamountisnetofprovisionforincometaxamountingtoNilasat31March2025(31March2024:Nil,31March2023:Nil).Theamount as at 31 March 2025 includes ₹ 1.76 million paid under protest (31 March 2024: Nil, 31 March 2023: Nil). 13 Other non-current assets As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Balances with government authorities (net) 59.72 31.63 121.35 Capital advances (Refer note below) 11.30 - - Prepaid expenses 0.04 - - Total 71.06 31.63 121.35 Note: TherearenoadvancestodirectorsorotherofficersoftheGroup,oranyofthemeitherseverallyorjointlywithanyotherpersons,oradvancesto firms or private companies respectively in which any director is a partner or a director or a member. 14 Inventories As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Raw materials 5.31 5.98 5.14 Work-in-progress - 3.38 2.90 Finished goods 13.84 19.14 27.67 Stock-in-trade (includes goods-in-transit inventory amounting to ₹ 10.13 1,584.23 1 ,375.51 835.34 million (31 March 2024: ₹ 22.57 million; 31 March 2023: Nil)) Total 1 ,603.38 1 ,404.01 871.05 Notes: i) During the year ended 31 March 2025, the Group has accounted for a provision for inventory obsolescence amounting to ₹ 2.42 million for finished goods (31 March 2024: ₹ 11.56 million and 31 March 2023: ₹ 1.43 million) and ₹ 102.88 million for stock-in-trade (31 March 2024: ₹ 81.20 million and 31 March 2023: ₹ 22.20 million) on account of inventory whose net realisable value is lower than the cost. ii) For inventory hypothecated towards borrowings, refer note 23. iii) For method of valuation of each class of inventories, refer note 3. 15 Trade receivables As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Unsecured, Considered good - Others 12.75 8.84 21.74 Credit impaired 0.01 0.03 0.06 Less: Expected credit loss (0.01) (0.03) (0.06) Total 12.75 8.84 21.74 Notes: i) For trade receivables ageing, refer note 54. For movement in expected credit loss, refer note 50A. ii) For trade receivables hypothecated towards borrowings, refer note 23. iii) There are no trade receivables having significant increase in credit risk as at 31 March 2025 (31 March 2024: Nil, 31 March 2023: Nil). iv) Refer note 49 for classification of financial instruments by category and into fair value level of hierarchy. v) Refer note 50 for disclosures pertaining to financial risk management. 264Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 16 Cash and cash equivalents As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Cash on hand 15.25 6.88 5.03 Balance with banks - in current accounts 88.53 25.03 70.66 Total 103.78 31.91 75.69 Notes: i) There are no repatriation restrictions with regard to cash and cash equivalents as at the end of the reporting periods. ii) Refer note 49 for classification of financial instruments by category and into fair value level of hierarchy. iii) Refer note 50 for disclosures pertaining to financial risk management. 17 Bank balances other than cash and cash equivalents As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Bank deposits (with original maturity of more than 3 months and having 1.01 1 .01 - remaining maturity of less than 12 months) Total 1.01 1.01 - Notes: i) The fixed deposits have been kept as lien for credit cards availed by the Group ii) Refer note 49 for classification of financial instruments by category and into fair value level of hierarchy. iii) Refer note 50 for disclosures pertaining to financial risk management. 18 Current financial asset - loans As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Unsecured, considered good Loan to employees 5.33 4.70 2.29 Total 5.33 4.70 2.29 Notes: i) In line with Circular No 04/2015 issued by Ministryof Corporate Affairs dated 10 March, 2015, loans given to employees as per theGroup’s policy are not considered for the purposes of disclosure under Section 186(4) of the Act. ii)Therearenoloanshavingsignificantincreaseincreditriskorwhicharecreditimpairedordoubtful asat 31March2025(Nil asat 31March 2024 and Nil as at 31 March 2023). iii) Refer note 49 for classification of financial instruments by category and into fair value level of hierarchy. iv)TherearenoloansduebydirectorsorotherofficersoftheGrouporanyofthem,eitherseverallyorjointlywithanyotherpersons,oramounts due by firms or private companies in which any director is a partner or a director or a member. v) Refer note 50 for disclosures pertaining to financial risk management. 19 Other current financial assets As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Unsecured, considered good Security deposits 84.66 9 .73 19.09 Other receivables* 66.26 5 4.79 41.75 Total 150.92 64.52 60.84 *Other receivables include amounts paid by the end customers which are pending to be settled by payment gateways. Notes: i) Refer note 49 for classification of financial instruments by category and into fair value level of hierarchy. ii) Refer note 50 for disclosures pertaining to financial risk management. 20 Other current assets As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Balances with government authorities (net) 516.32 434.49 302.66 Advances to suppliers (Refer note below) 132.40 83.39 176.42 Prepaid expenses 39.10 18.17 3.30 Total 687.82 536.05 482.38 Note: TherearenoadvancestodirectorsorotherofficersoftheGroup,oranyofthemeitherseverallyorjointlywithanyotherpersons,oradvancesto firms or private companies respectively in which any director is a partner or a director or a member. 265Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 21 Equity share capital As at 31 March 2025 As at 31 March 2024 As at 31 March 2023 Particulars Number Amount Number Amount Number Amount Authorised share capital Equity shares of ₹ 10 each 1,00,000 1.00 1,00,000 1.00 1,00,000 1.00 0.001% Compulsorily Convertible Preference Shares ("CCPS") of ₹ 10 1,50,000 1.50 1,50,000 1.50 1,50,000 1.50 each 0.001% Class 1 Compulsorily Convertible Preference shares ("Class 1 8,000 80.00 8,000 80.00 2,000 20.00 CCPS") of ₹ 10,000 each Issued, subscribed and fully paid-up shares Equity shares of ₹ 10 each 30,930 0.31 19,068 0.19 19,068 0.19 Issued, subscribed and partly paid-up shares Equity shares of ₹ 10 each paid upto ₹ 9 each (partly paid) 11,000 0.10 11,000 0.10 11,000 0.10 Total 41,930 0.41 30,068 0.29 30,068 0.29 I) Reconciliation of equity shares outstanding at the beginning and at the end of the year As at 31 March 2025 As at 31 March 2024 As at 31 March 2023 Particulars Number Amount Number Amount Number Amount Equity shares of ₹ 10 each Fully paid-up Balance at the beginning of the year 19,068 0.19 19,068 0.19 16,496 0.16 Add : Issued during the year 2,965 0.03 - - 1,692 0.02 Add : CCPS converted into equity shares 8,797 0.09 - - 880 0.01 Add : Class 1 CCPS converted into equity shares 100 0.00 - - - - Balance at the end of the year (A) 30,930 0.31 19,068 0.19 19,068 0.19 Partly paid-up Balance at the beginning of the year 11,000 0.10 11,000 0.10 11,000 0.10 Movement during the year - - - - - - Balance at the end of the year (B) 11,000 0.10 11,000 0.10 11,000 0.10 Total (A) + (B) 41,930 0.41 30,068 0.29 30,068 0.29 (0.00 represents amounts below ₹ 5,000 in absolute terms) Notes: i)Duringtheyearended31March2024,videapprovaloftheshareholdersattheirmeetingheldon4May2023,theCompanyhasincreaseditsauthorisedshare capitalforClass1CCPSof₹10,000eachfrom₹20.00millionto₹80.00million,therebyalsoincreasingtheaggregateauthorisedcapitaloftheCompanyfrom₹ 22.5 million to ₹ 82.5 million. ii) Pursuant to the board resolutions as mentioned below, the Company has allotted following equity shares by way of fresh issue and/or conversion: Face value Securities Particulars Board resolution date No. of shares per equity premium share per share For the year ended 31 March 2023 Fresh issue Equity shares of ₹ 10 each 02-Jun-22 992 10 1,54,990 Equity shares of ₹ 10 each 07-Aug-22 700 10 1,54,990 Total 1,692 Conversion CCPS into equity shares 23-Feb-23 600 10 - CCPS into equity shares 16-Mar-23 280 10 - Total 880 For the year ended 31 March 2025 Fresh issue Equity shares of ₹ 10 each 26-Jun-24 229 10 4,99,990 Equity shares of ₹ 10 each 29-Jul-24 51 10 4,99,990 Equity shares of ₹ 10 each 15-Nov-24 720 10 4,99,990 Equity shares of ₹ 10 each 30-Dec-24 1,035 10 4,99,990 Equity shares of ₹ 10 each 13-Mar-25 930 10 4,99,990 2,965 266Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) Face value Securities Particulars Board resolution date No. of shares per equity premium share per share Conversion CCPS into equity shares 27-Jun-24 560 10 - CCPS into equity shares 15-Jul-24 220 10 - CCPS into equity shares 02-Aug-24 440 10 - CCPS into equity shares 14-Aug-24 3,143 10 - CCPS into equity shares 06-Sep-24 440 10 - CCPS into equity shares 10-Oct-24 1,938 10 - CCPS into equity shares 05-Nov-24 2,056 10 - Class 1 CCPS into equity shares 05-Nov-24 100 10 9,990 8,897 Note: Subsequent to the year ended 31 March 2025: (i)pursuanttotheboardresolutiondated9June2025,theCompanyhasfurtherconverted20,543CCPSof₹10eachand1,845Class1CCPS₹10,000eachinto 22,388equitysharesof₹10eachintheratioof1:1,therebyincreasingthepaidupequitysharecapitaloftheCompanyto₹0.63millioncomprisingof53,318 equity shares of ₹ 10 each fully paid and 11,000 equity shares of ₹ 10 each paid upto ₹ 9 each. (ii)theshareholdersoftheCompany,throughanExtraordinaryGeneralMeetingheldon28August2025,approvedtheissuanceofbonussharesintheratioof999 equitysharesforevery1equityshareheld,withtherecorddatesetas29August2025.Asaconsequenceofthisbonusissue,theconversionratioofcompulsorily convertible preference shares shall be / has been proportionately adjusted to ensure no dilution in value for preference shareholders. Further, the holders of employeestockoptionstowhomsuchoptionsweregrantedpriortothebonusissuance,areentitledtoasimilarbenefitofbonussharesatthetimeofexerciseof such options. (iii) Necessary increase in the authorised share capital of the Company has been done to give effect to the issuance of bonus shares. II) Details of shareholders holding more than 5% of equity shares in the Company As at 31 March 2025 As at 31 March 2024 As at 31 March 2023 Particulars Number % Number % Number % Equity share of ₹ 10 each (including partly paid-up shares) Abhishek Agarwal 20,000 47.70% 20,457 68.04% 21,122 70.25% Abhinav Agarwal 1,800 4.29% 1,950 6.49% 2,005 6.67% 21,800 51.99% 22,407 74.53% 23,127 76.92% III) Details of equity shares held by the promoter at the end of the year % change % change Number of Number of % of total Number of % of total % of total shares during the during the shares as at shares as at shares as at shares as at shares as at Particulars as at year ended year ended 31 March 31 March 31 March 31 March 31 March 31 March 2025 31 March 31 March 2025 2024 2024 2023 2023 2025* 2024* Abhishek Agarwal 20,000 47.70% 20,457 68.04% (20.34%) 21,122 70.25% (2.21%) *The % change is calculated based on the change with respect to the total equity shareholding of the Company IV) Terms attached to equity shares TheCompanyhasoneclassofequityshareshavingafacevalueof₹10pershare.Eachholderofequitysharesisentitledtoonevotepershare.TheCompany declares and pays dividends in Indian Rupees. Any dividend (except interim dividend) proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting. IntheeventofliquidationoftheCompany,theholdersofequityshareswillbeentitledtoreceivetheremainingassetsoftheCompany,afterdistributionofall preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders. V) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought backduring the period of five years immediately preceding the reporting date Asat31March2025,theCompanyanditssubsidiarieshadneitherissuedanybonussharesorsharesforconsiderationotherthancashnorhavetherebeenany buybackofsharesinthelastfiveyears.However,subsequenttothereportingdate,pursuanttotheshareholders’resolutiondated28August2025,theCompany has issued 999 bonus shares against each equity share held by its shareholders appearing as members as on the record date of 29 August 2025. VI) Shares reserved for issue under options and contracts or commitments for the sale of shares Ason31March2025,theCompanyhasreserved26,305equitysharesforconversionagainstcompulsorilyconvertiblepreferenceshares(31March2024:35,202 shares, 31 March 2023: 34,525). Refer note 22A for the terms attached to the compulsorily convertible preference shares. Separately,asat31March2025,theCompanyhasreserved4,332equitysharesfortheemployeestockoptionsgrantedunderESOP Scheme2024(31March 2024: Nil, 31 March 2023: Nil). Refer note 46 for details. 267Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 22 Other equity A. Equity component of compulsorily convertible preference shares As at 31 March 2025 As at 31 March 2024 As at 31 March 2023 Particulars Number Amount Number Amount Number Amount Issued, subscribed and fully paid-up shares CCPS of ₹ 10 each 24,435 0.24 33,232 0.33 3 3,232 0.33 Class 1 CCPS of ₹ 10,000 each 1,870 18.70 1,970 19.70 1 ,293 12.93 Total 26,305 18.94 35,202 20.03 3 4,525 13.26 I) Reconciliation of compulsorily convertible preference shares outstanding at the beginning and at the end of the year As at 31 March 2025 As at 31 March 2024 As at 31 March 2023 Particulars Number Amount Number Amount Number Amount CCPS of ₹ 10 each Fully paid-up Balance at the beginning of the year 33,232 0.33 33,232 0.33 3 2,386 0.33 Add: Issued during the year - - - - 1 ,319 0.01 Less: Converted during the year into equity shares (8,797) (0.09) - - (880) (0.01) Add: Transferred from partly paid to fully paid - - - - 4 07 0.00 Balance at the end of the year (A) 24,435 0.24 33,232 0.33 3 3,232 0.33 Partly paid-up Balance at the beginning of the year - - - - 4 07 0.00 Less: Transferred to fully paid-up - - - - (407) (0.00) Balance at the end of the year (B) - - - - - - Class 1 CCPS of ₹ 10,000 each Fully paid-up Balance at the beginning of the year 1,970 19.70 1,293 12.93 - - Add: Issued during the year - - 677 6.77 1 ,293 12.93 Less: Converted during the year into equity shares (100) (1.00) - - - - Balance at the end of the year (C) 1,870 18.70 1,970 19.70 1 ,293 12.93 Total (A) + (B) + (C) 26,305 18.94 35,202 20.03 3 4,525 13.26 (0.00 represents amounts below ₹ 5,000 in absolute terms) Note: Pursuanttotheboardresolutionsasmentionedbelow,theCompanyhasissuedandallottedpreferencesharesbywayoffreshissueandhasconvertedpreference shares into equity shares of ₹ 10 each: Face value per Securities Particulars Board resolution date No. of shares preference premium per share share For the year ended 31 March 2023 Fresh issue CCPS of ₹10 each 28-May-22 1,319 1 0 1,54,990 Class 1 CCPS of ₹10,000 each 08-Oct-22 255 1 0,000 2,98,000 Class 1 CCPS of ₹10,000 each 30-Nov-22 338 1 0,000 2,98,000 Class 1 CCPS of ₹10,000 each 16-Feb-23 700 1 0,000 2,98,000 CCPS (Transferred from partly paid to fully paid) of ₹10 each 30-Jun-22 130 1 0 56,990 CCPS (Transferred from partly paid to fully paid) of ₹10 each 16-Feb-23 277 1 0 56,990 Total 3,019 For conversion of preference shares during the year, refer note (ii) of Note 21(I) For the year ended 31 March 2024 Fresh issue Class 1 CCPS of ₹10,000 each 05-Jul-23 381 1 0,000 4,40,000 Class 1 CCPS of ₹10,000 each 31-Aug-23 180 1 0,000 4,40,000 Class 1 CCPS of ₹10,000 each 30-Oct-23 116 1 0,000 4,40,000 Total 677 For the year ended 31 March 2025 For conversion of preference shares during the year, refer note (ii) of Note 21(I) 268Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) II) Details of shareholders holding more than 5% of compulsorily convertible preference shares in the Company As at 31 March 2025 As at 31 March 2024 As at 31 March 2023 Particulars Number % Number % Number % CCPS of ₹ 10 each Jitender Kumar Bansal 2,395 9.80% 2,395 7.21% 2 ,395 7.21% Mukul Mahavir Agrawal (Refer note i below) - - 2,000 6.02% 2 ,000 6.02% Volrado Venture Partners Fund II 2,025 8.29% 2,000 6.02% 2 ,000 6.02% 4,420 18.09% 6,395 19.25% 6 ,395 19.25% Class 1 CCPS of ₹ 10,000 each Singularity Growth Opportunities Fund I 5 00 26.74% 5 00 25.38% 5 00 38.67% Kalpraj Damji Dharamshi jointly with Hina Kalpraj Dharamshi 2 00 10.70% 2 00 10.15% 2 00 15.47% Signet Capital Private Limited 1 56 8.34% 1 56 7.92% - - Mrudula Sushilkumar Parekh 1 50 8.02% 1 50 7.61% - - Ramrod Advisors LLP 1 00 5.35% 1 00 5.08% 1 00 7.73% VR Sikka Consulting Private Limited (Refer note ii below) - - 8 0 4.06% 8 0 6.19% Astarc Ventures Private Trust (Refer note ii below) 5 0 2.67% 7 0 3.55% 7 0 5.41% KP Sanghvi Infrastructures LLP 1 00 5.35% 1 00 5.08% - - 1 ,256 67.17% 1 ,356 68.83% 9 50 73.47% Notes: i)Pursuanttotheboardresolutionsdated15July2024,2August2024and14August2024,2,000CCPSheldbyMukulMahavirAgrawalwereconvertedinto 2,000 equity shares of ₹ 10 each. ii)Pursuanttotheboardresolutiondated5November2024,80Class1CCPSheldbyVRSikkaConsultingPrivateLimitedand20Class1CCPSheldbyAstarc Ventures Private Trust were converted into 100 equity shares of ₹ 10 each. III) Details of compulsorily convertible preference shares held by the promoter at the end of the year Number of % of total Number of % of total % change Number of % change % of total shares as at shares as at shares as at shares as at during the shares as at during the Particulars shares as at 31 March 31 March 31 March 31 March year ended 31 31 March year ended 31 31 March 2023 2025 2025 2024 2024 March 2025 2023 March 2024 Abhishek Agarwal - - 106 0.32% (0.32%) 61 0.18% 0.14% Notes: i) The % change is calculated based on the change in respect to the total shareholding of the Company. ii) Pursuant to the board resolution dated 14 August 2024, 106 CCPS of Abhishek Agarwal were converted into 106 equity shares of ₹ 10 each. IV) Terms attached to compulsorily convertible preference shares EachCCPSandClass1CCPSwillautomaticallybeconvertedintoequitysharesuponearlierofaperiodof20yearsfromthedateofallotmentorcompletionof qualifiedpublicofferingorsuchotherperiodasotherwiseprovidedinthetermsoftheissuance.TheshareholdersarealsoentitledtogettheCCPSandClass1 CCPSconvertedtoequitysharesbyrequestingtheCompanyatanytimepriortoabovementionedtime.EachCCPSandClass1CCPSshallbeconvertedinto1 equityshareoftheCompanyasperthetermsoftheshareholdersagreemententered intobetween theCompanyanditsshareholders(subject toproportionate adjustmenttotheratioincaseofanysplitofsharesorbonusissuance).TheshareholdersholdingCCPSandClass1CCPSarealsoentitledtoreceive0.001% dividend on cumulative basis. This page has been intentionally left blank 269Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) B. Retained earnings As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Balance at the beginning of the year (2,343.59) (1,864.06) (1,448.83) Add: Profit/(loss) for the year (1,885.50) (477.10) (413.89) Add: Other comprehensive income/(loss) for the year (1.37) (2.43) (1.34) Balance at the end of the year (4,230.46) (2,343.59) (1,864.06) C. Employee stock option reserve As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Balance at the beginning of the year - - 202.82 Add: Employee stock options granted during the year (Refer note 46) 1,227.68 - - Less: Reversal of excess compensation expense (Refer note 46) - - (106.47) Less: Transfer to securities premium on account of exercise of employee stock options - - (96.35) Balance at the end of the year 1 ,227.68 - - D. Securities premium As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Balance at the beginning of the year 2,750.61 2,453.30 1,744.02 Add : Addition during the year on issue of CCPS - - 204.43 Add : Addition during the year on call of partly paid CCPS - - 23.19 Add : Addition during the year on issue of Class 1 CCPS - 297.88 385.31 Add : Conversion of Class 1 CCPS into equity shares of ₹ 10 each 1.00 - - Add : Issuance of equity shares of ₹ 10 each 1,482.47 - - Add : Issuance of equity shares to employees via employee stock option scheme - - 96.35 Less : Expenses incurred on issue of shares (39.23) (0.57) - Balance at the end of the year 4 ,194.85 2 ,750.61 2,453.30 E. Foreign currency translation reserve As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Balance at the beginning of the year (18.57) (9.95) (9.96) Add: Addition/ (deletion) during the year (5.88) (8.62) 0.01 Balance at the end of the year (24.45) (18.57) (9.95) Total (A +B+C+D+E) 1 ,186.56 408.48 592.55 Nature and purpose of items of other equity: i) Equity component of convertible preference shares: TheCompanyhasissuedcertaincompulsorilyconvertibleinstrumentsreferredabovecarryingacumulativedividendrateof0.001%p.a.Nodividendhas been declared and/or paid during the reporting years. ii) Retained earnings: This represents the cumulative profits and losses of the Group and effects of remeasurement of defined benefit obligations. iii) Employee stock option reserve: Thisrepresentsthefairvalueatrespectivegrantdatesof stockoptionsgrantedtotheemployeesoftheGroupandoutstandingforvesting/exercise,under employeestockoptionscheme.Thisbalancewillbetransferredtosharecapitalandsecuritypremiumaccountasandwhentheoptionsareexercisedfrom time to time or to retained earnings in the event the employee stock options are forfeited or lapsed. iv) Securities premium: This represents the excess of issue price of shares over their face value. This reserve will be utilised in accordance with the provisions of the Act. v) Foreign currency translation reserve: Thisrepresentsaccumulationofexchangedifferencesarisingontranslationofforeignoperationsrecognisedinothercomprehensiveincome.Thebalancein this reserve shall be reclassified to Restated Consolidated Statement of Profit and Loss when net investment is disposed off or classified as held for sale. 270Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 23 Borrowings Borrowings (non-current) As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Secured Term loan from banks - vehicle loan (Refer note 0 .09 0 .20 0.30 23.1) Non-convertible debentures (Refer note 23.2) 1 ,121.50 9 40.00 393.63 Add: Interest accrued but not due on debentures 6 .32 5 .62 2.30 Less: Current maturities of secured borrowings ( 1,127.91) ( 945.73) (396.03) (classified in current borrowings) Unsecured Loans from companies having original maturity of - 1 10.45 - more than 12 months (Refer note 23.3) Less:Current maturitiesof unsecured borrowings - ( 100.45) - (classified in current borrowings) Total - 10.09 0.20 Borrowings (current) As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Secured -Currentmaturitiesoftermloanfrombank(Refer 0.09 0.11 0.10 note 23.1) -Currentmaturitiesofnon-convertibledebentures 1,127.82 945.62 395.93 (Refer note 23.2) Unsecured Current maturities of unsecured non-current - 100.45 - borrowings from companies Loansfromcompaniesandothershavingoriginal - 107.00 71.06 maturityoflessthan 12 months(Refer note23.3 below) Total 1,127.91 1,153.18 467.09 23.1 Nature of security and terms of repayment for secured borrowings As at As at As at Rate of interest Details of and purpose of the loan Terms of repayment 31 March 2025 31 March 2024 31 March 2023 (p.a.) Term loans from bank - vehicle loan The loan is secured by charge over the motor 60 equated monthly instalments from 0.09 0.20 0.30 7.95% vehicle financed through such borrowing. the date of disbursement. This space has been intentionally left blank 271Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 23.2 Nature of security and terms of secured borrowings Amount as at Amount as at Amount as at Rate of interest Details of the loan Security given 31 March 2025 31 March 2024 31 March 2023 (p.a.) Secured non-convertible debentures ("NCDs") issued by PSL Retail Private Limited Series A NCDs - - 4 1.25 The outstanding balance payable with 10.00% respecttotheNCDsaresecuredbyway Series B NCDs - - 5 8.08 16.50% of pari passu first charge over the Series C NCDs - - 1 04.00 15.00% inventory. Series D NCDs - - 1 57.30 15.00% Series E NCDs - 8 .00 3 3.00 15.00% Series F NCDs - 1 59.00 - The outstanding balance payable with 15.00% respecttotheNCDsaresecuredbyway Series G NCDs - 8 9.50 - of pari passu first charge over the 15.00% Series H NCDs - 1 06.60 - movable assets of PSL Retail Private 15.00% Series I NCDs - 1 66.10 - Limited including inventory, book 15.00% Series J NCDs - 1 45.30 - debts, furniture and fixture, movable 15.00% plant and machineryincludingvehicle, Series K NCDs - 2 65.50 - 15.00% equipments, computer etc, movable Series L NCDs 338.50 - - assets in the course of transit or 15.00% Series M NCDs 35.00 - - delivery. 15.00% Series N NCDs 127.00 - - Further, the Company has provided 15.00% guarantee for Series F, Series G and Series O NCDs 193.50 - - 15.00% Series H NCDs issued by PSL Retail Series P NCDs 272.50 - - Private Limited, a subsidiary. 15.00% Series Q NCDs - - 15.00% 155.00 Total (principal amount) 1 ,121.50 9 40.00 393.63 Terms of repayment of NCDs i)SeriesA&BNCD:a)12equatedmonthlyinstalmentsfromthedateofdisbursement;b)SeriesAhadatermof370daysandSeriesBhadatermof380days from the date of allotment. ii) Series C, D & E NCD: a) Interest payable on a monthly basis b) Principal amount payable on maturity which is 370 days from allotment. iii)SeriesFNCD:a)Interestpayableonamonthlybasisb)Principalamount payablein 2equaltranchesout ofwhich 50%wasrepaidaftertheexpiryof6 months from the date of allotment and balance 50% was repaid at the end of the debenture term. iv) Series G to Q NCD: a) Interest payable on a monthly basis b) Principal amount payable on maturity which is 370 days from allotment. Note: DebentureredemptionreserveisnotrequiredtobecreatedasPSLRetailPrivateLimited,thesubsidiary,doesnothaveadequateprofitsforthecreationofsuch reserve. This space has been intentionally left blank 272Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 23.3 Details of lenders and terms of unsecured borrowings As at As at As at Rate of interest Name of lenders Repayment terms 31 March 2025 31 March 2024 31 March 2023 (p.a.) Unsecured borrowings - long-term Interestpayableonamonthlybasisand principal repayable on expiry of term - 1 00.33 - on31March2025.Theentiredebtwas, 16.50% however, repaid before the end of tenure. From companies Interestpayableonamonthlybasisand principal amount was repayable on - 1 0.12 - expiryoftermon17August2025.The 16.50% entiredebtwas,however,repaidbefore the end of tenure. Unsecured borrowings - short-term Interestpayableonamonthlybasisand asperaddendumdated16March2023, principal repayable on expiry of term - - 60.37 on 12 September 2023. However, the 16.50% term was subsequently extended to 31 March2025andrepaidpriortoendof latest tenure. Interest and principal amount payable on maturity. The term was till 31 - 6 .01 - 15.00% December 2024 but the debt was fully repaid prior to end of tenure. Interest and principal amount payable onmaturity.Thetermwastill31March From companies - 1 3.23 - 15.00% 2025 but the debt was fully repaid prior to end of tenure. Interestwaspayableonmutuallyagreed intervalsandtheprincipalwaspayable - 2 0.04 - on maturity. The term was till 31 16.50% October 2024 but the debt was fully repaid prior to end of tenure. 6 Equated monthly instalments from the date of disbursement. This loan was - 6 7.72 - repaid in full on 6 September 2024. 15.00% Further, Company had provided guarantee for this borrowing. Interest and principal amount payable - - 3 .06 12.00% on 24 July 2023. From others Interest and principal amount payable - - 7.63 10.00% on 25 August 2023. Total - 2 17.45 71.06 23.4 TheGrouphasnotdefaultedinrepaymentofborrowingsorpaymentofinterestthereonduringthereportingperiods.Theborrowingshavebeenutilisedforthe purposes for which they were availed. 273Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 24 Reconciliation of liabilities arising from financing activities As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Lease liabilities (current and non-current) 1,743.90 1,933.43 1,213.73 Borrowings (current and non-current) 1,127.91 1,163.27 467.29 Particulars Lease liabilities Borrowings Total Balance as at 1 April 2022 747.84 239.95 987.79 Proceeds from borrowings - 1,045.52 1,045.52 Repayment of borrowings - (817.97) (817.97) Finance costs 156.32 75.30 231.62 Finance costs paid (156.32) (75.51) (231.83) Addition of lease liabilities 615.85 - 615.85 Payment of lease liabilities ( 151.36) - (151.36) Effect of exchange rate on translation of financing cashflows 1.40 - 1.40 Balance as at 31 March 2023 1,213.73 467.29 1,681.02 Proceeds from borrowings - 1,535.61 1,535.61 Repayment of borrowings - ( 843.76) (843.76) Finance costs 236.38 140.09 376.47 Finance costs paid ( 236.38) ( 135.96) (372.34) Addition of lease liabilities 905.77 - 905.77 Payment of lease liabilities ( 187.77) - (187.77) Effect of exchange rate on translation of financing cashflows 1.70 - 1.70 Balance as at 31 March 2024 1,933.43 1,163.27 3,096.70 Proceeds from borrowings - 1,869.92 1,869.92 Repayment of borrowings - ( 1,904.81) (1,904.81) Finance costs 273.15 221.98 495.13 Finance costs paid ( 273.15) ( 222.45) (495.60) Addition of lease liabilities 78.40 - 78.40 Payment of lease liabilities ( 269.23) - (269.23) Effect of exchange rate on translation of financing cashflows 1.30 - 1.30 Balance as at 31 March 2025 1,743.90 1,127.91 2,871.81 This space has been intentionally left blank 274Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 25 Non-current lease liabilities As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Lease obligations (Refer note 53) 1,743.90 1,933.43 1,213.73 Less: Current maturities of lease obligations (Refer note 27) (282.70) (261.65) (195.14) Total 1,461.20 1,671.78 1,018.59 26 Provisions (non-current) As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Provision for gratuity (Refer note 45) 25.36 17.41 10.23 Total 25.36 17.41 10.23 27 Current lease liabilities As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Lease obligations (Refer note 53) 282.70 261.65 195.14 Total 282.70 261.65 195.14 28 Trade payables As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 - Total outstanding dues of micro and small enterprises (Refer note below) 140.33 53.36 26.70 - Total outstanding dues of creditors other than micro and small enterprises 278.00 597.27 394.60 Total 418.33 650.63 421.30 Notes: i) Refer note 55 for trade payable ageing. ii) Refer note 49 for classification of financial instruments by category and into fair value level of hierarchy. iii) Refer note 50 for disclosures pertaining to financial risk management. Dues to micro and small enterprises pursuant to Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 There are no payables to micro and small enterprises which are overdue. i) Principal amount remaining unpaid to any supplier 140.33 53.36 26.70 ii) Interest due on principal amount remaining unpaid to any supplier - - - iii)InterestpaidbytheGroupintermsofSection16ofMSMED,alongwith - - - theamountofthepaymentmadetothesuppliersbeyondtheappointedday during the year iv) Interest due and payable for the period of delay in making payment - - - (which has been paid but beyond the appointed day during the year) but without adding the interest specified under MSMED v) Interest accrued and remaining unpaid as at balance sheet date - - - vi)Furtherinterestremainingdueandpayableeveninthesucceedingyears, - - - until such date when the interest dues are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the MSMED The management has identified enterprises which have provided goods and services tothe Group and which qualifyunder the definition of microandsmallenterprises,asdefinedunderMSMED.Accordingly,thedisclosureinrespectoftheamountspayabletosuchenterpriseshave beenmadeinthefinancialsstatementsbasedoninformationreceivedandavailablewiththeGroup.Thereisnointerestpaidorpayableduring the year to micro and small enterprises on account of any delays in payment of principal amount. 275Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 29 Other current financial liabilities As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Capital creditors 3.85 15.86 7.75 Security deposits received - 0.20 - Employee related dues 4.77 8.26 36.98 Other payables (Refer notes i and ii below) 18.82 23.13 34.13 Total 27.44 47.45 78.86 Notes: i) Other payables majorly comprise of consideration received by the Group and available to the customers as store credit for future use. ii) Other payables also include liability component of compulsorily convertible preference shares, which is an insignificant amount. iii) Refer note 49 for classification of financial instruments by category and into fair value level of hierarchy. iv) Refer note 50 for disclosures pertaining to financial risk management. 30 Other current liabilities As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Statutory dues payable 39.05 36.83 165.99 Revenue received in advance (Refer note ii below) 399.31 331.40 337.22 Deferred revenue (Refer note i and iii below) 8.90 4.48 7.99 Total 447.26 372.71 511.20 Notes: i) The deferred revenue relates to the accrual and utilisation of loyalty points according to the customer award credits/ points policy of the Group. ii) Reconciliation of revenue received in advance As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Balance at the beginning of the year 331.40 337.22 170.43 Add: Advance received during the year 5,364.07 5,262.01 4,007.12 Less: Revenue recognised/ adjusted during the year (5,296.16) (5,267.83) (3,840.33) Balance at the end of the year 399.31 331.40 337.22 iii) Reconciliation of deferred revenue As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Balance at the beginning of the year 4.48 7.99 - Add: Revenue deferred during the year 8.90 4.48 7.99 Less: Revenue recognised/ adjusted during the year (4.48) (7.99) - Balance at the end of the year 8.90 4.48 7.99 31 Provisions (current) As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Provision for gratuity (Refer note 45) 5.34 3.85 2.00 Total 5.34 3.85 2.00 276Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 32 Revenue from operations Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Sale of goods 4,833.91 4 ,888.50 3,222.83 Sale of services 65.18 155.23 469.10 Total 4 ,899.09 5 ,043.73 3,691.93 Note: Refer note 52 for additional details. 33 Other income Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Interest income on financial assets measured at amortised cost - on fixed deposits 0.07 0.06 - - on loans to employees 0.31 0.21 0.15 - on lease deposits 26.21 19.03 13.34 Interest on income tax refund 0.29 0.23 0.15 Other non-operating income Fair value gain on financial asset carried at FVTPL 3.93 15.67 5.61 Foreign exchange gain (net) 6.09 12.10 2.48 Miscellaneous income 4.02 9.30 0.09 Total 40.92 56.60 21.82 34 Cost of materials consumed Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Raw materials at the beginning of the year 5.98 5.14 4.18 Add: Purchases during the year 12.23 33.15 65.46 Less: Raw materials at the end of the year (5.31) (5.98) (5.14) Cost of materials consumed during the year 12.90 32.31 64.50 35 Purchases of stock-in-trade Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Purchases of traded goods 3 ,025.87 3 ,474.80 2,682.54 Total 3 ,025.87 3 ,474.80 2,682.54 36 Changes in inventories of finished goods, work-in-progress and stock-in-trade Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Inventories at the beginning of the year Finished goods 19.14 27.67 8.35 Work-in-progress 3.38 2.90 1.26 Stock-in-trade 1 ,375.51 835.34 255.95 Inventories at the end of the year Finished goods [Net of provision of ₹ 2.42 million (31 March 2024: ₹ 11.56 13.84 19.14 27.67 million and 31 March 2023: ₹ 1.43 million)] Work-in-progress - 3.38 2.90 Stock-in-trade [Net of provision of ₹ 102.88 million (31 March 2024: ₹ 81.20 1 ,584.23 1 ,375.51 835.34 million and 31 March 2023: ₹ 22.20 million)] Total (200.04) (532.12) (600.35) 37 Employee benefits expenses Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Salaries, wages and bonus 618.55 549.76 412.00 Contribution to provident fund and other funds (Refer note 45B) 13.03 12.05 9.01 Gratuity expenses (Refer note 45A) 8.85 7.20 4.56 Staff welfare expenses 21.65 17.85 15.80 Total 662.08 586.86 441.37 Note: Refer note 47 for remuneration paid to directors. 277Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 38 Finance costs Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Interest on financial liabilities measured at amortized cost - non-convertible debentures 165.38 116.44 23.02 - others 56.60 23.65 52.28 - lease liabilities (Refer note 53) 273.15 236.38 156.32 Interest on late payment of statutory dues 0.23 0.05 9.50 Other borrowing costs* 34.37 31.05 9.48 Total 529.73 407.57 250.60 *Majorly includes expenses of fees and charges towards availment of borrowings. 39 Depreciation and amortisation expense Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Depreciation on property, plant and equipment (Refer note 5) 128.22 41.02 30.93 Amortisation on intangible assets (Refer note 8) 3.08 3.08 4.41 Depreciation of right of use assets (Refer note 7) 402.22 341.71 256.38 Impairment of goodwill (Refer note 8) 14.45 - - Total 547.97 385.81 291.72 40 Other expenses Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Travel and conveyance expenses 23.94 21.58 23.06 Office and administrative expenses 6.33 14.68 6.65 Repair and maintenance charges 40.76 30.47 23.11 Bank charges 5.49 1.23 0.47 Legal and professional charges* 78.74 45.82 64.73 Housekeeping and security charges 54.67 48.38 31.50 Packing material 21.66 19.97 17.84 Utilities expenses 59.45 46.64 34.86 Royalty charges - 0.27 0.85 Brokerage and commission - 1.84 1.06 Rates and taxes 9.78 11.62 22.22 Rent expenses (Refer note 53) 40.96 12.58 17.21 Sales and marketing expenses 331.68 541.13 475.37 Printing and stationery 7.29 12.65 10.52 Insurance expenses 3.43 2.24 1.85 Technology expenses 34.26 37.47 32.23 Payment gateway charges 79.91 87.29 70.59 Courier and shipping charges 213.50 276.35 255.39 Impairment of investment - - 6.50 Loss on sale of property, plant and equipment (net) - 0.09 - Bad debt written off 1.36 3.28 0.04 Miscellaneous expenses 6.11 6.62 7.68 Total 1 ,019.32 1 ,222.20 1,103.73 *Refer note 47 for professional fees paid to directors. 41 Exceptional item - expense/ (income) Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Employee share based payment expense (Refer note i below) 1 ,227.68 - - Reversal of share based payment expense (Refer note ii below) - - (106.47) Total 1 ,227.68 - (106.47) Notes: i) This pertains toemployee compensation expenses accountedtowards grant of employeestock options to eligibleemployees ofthe Group. The expense is recognized in the Statement of Profit and Loss over the vestingperiod, with a corresponding increasein equity. The fair value ofthe employee stock options is measured at the grant date. Also refer note 46 for additional details. ii)Thispertainstoreversalofresidualcostlyinginsharebasedpaymentreserveafterexerciseofalltheemployeestockoptionsbytherespective employees. 278Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 42 Current tax and deferred tax (a) Income tax expense through the Restated Consolidated Statement of Profit and Loss Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Current tax Current tax for the year - - - Total current tax expense - - - Deferred taxes Change in deferred tax assets (DTA) (3.76) (1.42) 0.65 Change in deferred tax liabilities (DTL) (3.76) (1.42) 0.65 Net deferred tax expense - - - Total income tax expense - - - (b) Income tax on other comprehensive income Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 On remeasurement of defined benefit plan - - - Total - - - (c) Movement in income tax asset/ (liability) is as follows: As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Opening balance (net) 6.65 4.73 3.29 Income tax expenses (current and earlier period) - - - Income tax paid 7.05 6.48 4.63 Income tax refund received (6.41) (4.56) (3.19) Closing balance (net) 7.29 6.65 4.73 d) Reconciliation of expected income tax based on domestic effective tax rate of the Company and tax expenses reported in the Restated Consolidated Statement of Profit and Loss: Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Profit/(loss) before tax (1,885.50) (477.10) (413.89) Tax rate applicable to the Company 25.17% 25.17% 31.20% Expected income tax expense (474.54) (120.08) (129.13) Tax effect of losses carried forward/ (set off) 474.54 120.08 129.13 Total tax expense - - - Note: During the year ended 31 March 2024, the Companyelected toexercise the option permitted under Section 115BAA of the Income Tax Act, 1961 and re-measured its tax assets and liabilities basis the rate prescribed in the said provision. The rate prescribed under Section 115BAA is 22% as increased by applicable surcharge (10%) and cess (4%) i.e. 25.17%. This space has been intentionally left blank 279Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) e) Movement in deferred tax assets and deferred tax liabilities from 1 April 2024 to 31 March 2025: As at Increase / As at Particulars 1 April 2024 (decrease) 31 March 2025 Deferred tax liabilities on account of: Property, plant and equipment and intangible assets 2.39 (1.66) 0.73 Financial assets measured at FVTPL 2.31 (2.31) - Others 0.34 0.21 0.55 Total deferred tax liabilities (A) 5.04 (3.76) 1.28 Deferred tax assets on account of: Right of use assets and lease liabilities (net) 27.84 38.25 66.09 Property, plant and equipment and intangible assets 6.05 19.99 26.04 Employee benefits 5.59 2.56 8.15 Carried forward losses and unabsorbed depreciation 532.06 420.17 952.23 Financial assets measured at FVTPL - 1.64 1.64 Financial assets measured at amortized cost 50.15 (4.50) 45.65 Others 0.01 (0.01) 0.00 Total deferred tax assets 621.70 478.10 1,099.80 Restricted to DTL (B) 5.04 (3.76) 1.28 Deferred tax assets (net) (B) - (A) - - Movement in deferred tax assets and deferred tax liabilities from 1 April 2023 to 31 March 2024: As at Increase / As at Particulars 1 April 2023 (decrease) 31 March 2024 Deferred tax liabilities on account of: Property, plant and equipment and intangible assets 5.95 (3.56) 2.39 Financial assets measured at FVTPL - 2.31 2.31 Others 0.51 (0.17) 0.34 Total deferred tax liabilities (A) 6.46 (1.42) 5.04 Deferred tax assets on account of: Right of use assets and lease liabilities (net) 13.60 14.24 27.84 Property, plant and equipment and intangible assets - 6.05 6.05 Employee benefits 3.81 1.78 5.59 Carried forward losses and unabsorbed depreciation 480.77 51.29 532.06 Financial assets measured at FVTPL 2.03 (2.03) - Financial assets measured at amortized cost 28.54 21.61 50.15 Others 0.02 (0.01) 0.01 Total deferred tax assets 528.77 92.93 621.70 Restricted to DTL (B) 6.46 (1.42) 5.04 Deferred tax assets (net) (B) - (A) - - This space has been intentionally left blank 280Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) Movement in deferred tax assets and deferred tax liabilities from 1 April 2022 to 31 March 2023: As at Increase / As at Particulars 1 April 2022 (decrease) 31 March 2023 Deferred tax liabilities on account of: Property, plant and equipment and intangible assets 5.34 0.61 5.95 Others 0.47 0.04 0.51 Total deferred tax liabilities (A) 5 .81 0 .65 6.46 Deferred tax assets on account of: Right of use assets and lease liabilities (net) 3.40 10.20 13.60 Employee benefits 1.98 1.83 3.81 Carried forward losses and unabsorbed depreciation 341.25 139.52 480.77 Financial assets measured at FVTPL - 2.03 2.03 Financial assets measured at amortized cost 12.88 15.66 28.54 Others 0.00 0.02 0.02 Total deferred tax assets 3 59.51 1 69.26 528.77 Restricted to DTL (B) 5 .81 0 .65 6.46 Deferred tax assets (net) (B) - (A) - - (0.00 represents amounts below ₹ 5,000) AspertheIndAS12-'IncomeTaxes',theGroupwouldhavenetdeferredtaxassetsamountingto₹1,098.52millionasat31March2025(31March2024:₹616.66millionand31 March2023:₹522.31million)comprisingmainlyofcarriedforwardlossesundertaxlaws.However,assubsequentrealisationofsuchamountinthenearfutureisnotreasonably certain, management is of the view that it is prudent not to recognise deferred tax asset as at balance sheet date. f) Below is the summary of unrecognised deferred tax assets in respect of the carried forward tax losses under tax laws: As at 31 March 2025 As at 31 March 2024 As at 31 March 2023 Particulars Base amount Deferred tax Expiry date Base amount Deferred tax Expiry date Base amount Deferred tax Expiry date Business loss carried forward 6 79.58 1 73.50 Within 5 years 4 89.03 1 23.12 Within 5 years 3 44.37 1 07.44 Within 5 years Business loss carried forward 2 ,369.14 6 76.24 Beyond 5 years 1 ,163.49 3 37.91 Beyond 5 years 8 95.21 2 79.30 Beyond 5 years Unabsorbed depreciation carried 127.57 37.41 No expiry 71.14 20.79 No expiry 171.77 53.59 No expiry forward Business loss carried forward - 342.52 65.08 No expiry 264.43 50.24 No expiry 212.81 40.44 No expiry foreign subsidiary Total 3 ,518.81 9 52.23 1 ,988.09 5 32.06 1 ,624.16 480.77 Note: Thebaseamountdisclosedaboveisasperincometaxrecords.Theunusedtaxlosses(otherthanunabsorbeddepreciation)expireafter8yearsfromtherespectivefinancialyears,for the entities incorporated in India. This space has been intentionally left blank 281Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 43 Other comprehensive income/(loss) Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Items that will not be reclassified to profit or loss Actuarial gain/(loss) on remeasurement of defined benefit obligations (Refer (1.37) (2.43) (1.34) note 45) Income taxes on above - - - Items that will be reclassified to profit or loss Exchange difference on translation of foreign operations (5.88) (8.62) 0.01 Income taxes on above - - - Total (7.25) (11.05) (1.33) 44 Earnings/(losses) per share (EPS) Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Net profit/(loss) after tax attributable to equity shareholders (A) (1,885.50) (477.10) (413.89) Face value per equity shares (in ₹) 10.00 10.00 10.00 Weighted average number of shares outstanding during the year (Nos.) (Refer 64,959 63,930 61,872 note i) Add: Effect of bonus issue on the above (Nos.) (Refer note ii) 6,48,93,992 6,38,66,426 6,18,10,216 Weighted average number of basic shares outstanding after considering effect of 6,49,58,951 6,39,30,356 6,18,72,088 bonus (Nos.) (B) (Refer note i) Add: Effect of potential equity shares which are dilutive (pertaining to employee 5,432 1,100 1,542 stock plan and partly paid up shares) (Nos.) Add: Effect of bonus issue on the above potential equity shares which are 54,26,481 10,98,900 15,40,093 dilutive (Nos.) (Refer note ii) Weighted average number of diluted shares outstanding after considering effect 7,03,90,864 6,50,30,356 6,34,13,723 of bonus (Nos.) (C) Earnings/(losses) per share Basic (in ₹) (A/B) (29.03) (7.46) (6.69) Diluted (in ₹) (A/C)* (29.03) (7.46) (6.69) *Being anti dilutive owing to losses during the reporting periods, the diluted EPS has been capped to the amount of basic EPS. Notes: i) This includes preference shares which are compulsorily convertible into equity shares. Refer note 22A. ii) Subsequent to 31 March 2025, the members oftheCompanyin an ExtraordinaryGeneral Meetingheld on 28 August 2025, approved the issuance of bonus shares in the ratio of 999 equity shares for each share held, with the record date set as 29 August 2025. As a consequence of this bonus issue, the conversion ratio of compulsorily convertible preference shares shall be / has been proportionately adjustedtoensurenodilutioninvalueforpreferenceshareholders.Further,theholdersofemployeestockoptionstowhomsuchoptionswere granted prior to the bonus issuance, are entitled to a similar benefit of bonus shares at the time of exercise of such options. In accordance with Ind AS 33 – 'Earnings per Share', the impact of aforesaid bonus issue has been retrospectively adjusted for all periods presented in the computation of earnings per share. 282Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 45 Employee benefits A. Defined benefit plan (unfunded) TheGrouphasgratuityasdefinedbenefitretirementplanforitsemployeesresidinginIndia.DisclosuresasrequiredbyIndAS19-'EmployeeBenefits'for the year ended 31 March 2025 are as under: ThegratuityplanisgovernedbythePaymentofGratuityAct,1972underwhichanemployeewhohascompletedfiveyearsofserviceisentitledtospecific benefits. At present, the gratuity plan is unfunded. I. Changes in the defined benefit obligation: Particulars 31 March 2025 31 March 2024 31 March 2023 Defined benefit obligation as at the beginning of the year 21.26 12.23 6.33 Interest cost 1.39 0.82 0.38 Current service cost 7.46 6.38 4.18 Actuarial losses/(gains) 1.37 2.43 1.34 Benefits paid (0.78) (0.60) - Defined benefit obligation as at the end of the year 30.70 21.26 12.23 II. Amount recognised in Restated Consolidated Statement of Assets and Liabilities: Particulars 31 March 2025 31 March 2024 31 March 2023 Current liability 5.34 3.85 2.00 Non-current liability 25.36 17.41 10.23 Total 30.70 21.26 12.23 III.TheamountrecognisedintheRestatedConsolidatedStatementofProfitandLossunderemployeebenefitsexpenseandothercomprehensive income are as follows: Particulars 31 March 2025 31 March 2024 31 March 2023 Amount recognised in the profit and loss Current service cost 7.46 6.38 4.18 Interest cost 1.39 0.82 0.38 Total 8.85 7.20 4.56 Amount recognised in the other comprehensive income Net actuarial losses/(gains) recognised during the period 1.37 2.43 1.34 Total 1.37 2.43 1.34 IV. Breakup of actuarial (gain)/loss: Particulars 31 March 2025 31 March 2024 31 March 2023 Components of actuarial (gain)/loss on obligations Due to change in financial assumptions 0.74 0.08 (0.61) Due to experience adjustments 0.63 2.35 1.95 Total expenses included in other comprehensive income 1.37 2.43 1.34 V. Details of net defined benefit obligation: Plan assets 31 March 2025 31 March 2024 31 March 2023 Defined benefit obligation 30.70 21.26 12.23 Plan assets - - - Deficit 30.70 21.26 12.23 VI. Assumptions: Particulars 31 March 2025 31 March 2024 31 March 2023 Discount rate (per annum) 6.55% 7.20% 7.30% Indian Assured Indian Assured Indian Assured Lives Mortality Lives Mortality Lives Mortality Mortality rate Table (IALM) 2012-Table (IALM) 2012-Table (IALM) 2012- 2014 Ultimate 2014 Ultimate 2014 Ultimate Salary growth rate (per annum) 7% 7% 7% Attrition rate (per annum) 25% 25% 25% Retirement age (in years) 60 60 60 Theseassumptionsweredevelopedbythemanagementwiththeassistanceofindependentactuarialappraiser.Discountfactorsaredeterminedclosetoeach yearendbyreferencetogovernmentbondsofrelevanteconomicmarketsandthathavetermstomaturityapproximatingtothetermsofrelatedobligations. Other assumptions are based on management's past experience. The estimate of future increases in salary, considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. 283Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) VII. Amount, timing and uncertainty of future cashflows: Sensitivity to key assumptions Particulars 31 March 2025 31 March 2024 31 March 2023 Effect of +0.5% change in rate of discounting (0.58) (0.40) (0.25) Effect of -0.5% change in rate of discounting 0.60 0.43 0.24 Effect of +0.5% change in rate of salary growth rate 0.51 0.39 0.23 Effect of -0.5% change in rate of salary growth rate (0.53) (0.38) (0.23) Effect of +10% change in rate of attrition rate (0.65) (0.49) (0.34) Effect of -10% change in rate of attrition rate 0.65 0.51 0.34 Description of methods used for sensitivity analysis and its limitations: Sensitivityanalysisisperformedbyvaryingasingleparameterwhilekeepingalltheotherparametersunchanged.Sensitivityanalysisfailstofocusonthe interrelationshipbetweenunderlyingparameters.Hence,theresultsmayvaryiftwoormorevariablesarechangedsimultaneously.Themethoduseddoesnot indicate anything about the likelihood of change in any parameter and the extent of the change, if any. VIII. Weighted average duration of the defined benefit plan: Particulars 31 March 2025 31 March 2024 31 March 2023 Weighted average duration (years) 3.93 3.96 3.96 IX. The defined benefit obligation shall mature after year end as follows: Particulars 31 March 2025 31 March 2024 31 March 2023 Year 1 cashflows 5.34 3.85 2.01 Year 2 cashflows 5.16 3.41 2.10 Year 3 cashflows 5.40 3.25 1.78 Year 4 cashflows 4.91 3.53 1.86 Year 5 cashflows 4.21 3.15 1.89 Year 6 to Year 10 cashflows 11.17 8.51 5.23 B. Defined contribution plan ThecontributionismadetoprovidentfundinIndiaforemployeesataspecifiedpercentageofbasicsalaryasperregulations.Also,theGrouppaysfixed contributiontoemployeeprovidentfund,employeestateinsurancecontribution(ESIC)andlabourwelfarefundinrelationtoemployeesresidinginIndiaand theGroupcontributestopensionschemeforoverseesemployees.SuchfundsareadministeredbytherespectivegovernmentauthorityandtheGrouphasno legalorcontractualobligationstopaycontributionsinadditiontoitsfixedcontributionswhicharerecognisedasanexpenseintheyearinwhichemployee provide service to the Group. The said expenses are as below: Particulars 31 March 2025 31 March 2024 31 March 2023 Provident fund 7.15 6.78 5.50 ESIC 2.24 2.44 1.79 Labour welfare fund 0.13 0.06 0.07 Insurance and pension funds 3.51 2.77 1.65 Total 13.03 12.05 9.01 284Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 46 Share based payments Pursuanttotheshareholders'approvalgrantedinthemeetingheld on17June2024, theCompanyhasadopted theEmployeeStockOptionScheme2024 ("ESOPScheme2024").Duringtheyearended31March2025, pursuanttothetermsofESOP Scheme2024, theCompanyhasgrantedemployeestock options(ESOPs)totheemployeesoftheCompanyanditswhollyownedsubsidiary,PSLRetailPrivateLimited.TheseESOPswillvestuponexpiryofa periodof1yearfromthedateofgrantandcanbeexercisedbytheemployeeatanytimewithin3yearsfromthedateofvesting,subjecttotheconditions specifiedintheESOPScheme2024andthelettersofgrantissuedpursuanttothesaidscheme.EachESOPisconvertibleintoonefullypaid-upequityshare oftheCompanyof₹10each(alongwiththebenefitofbonusissuancemadeafterthegrantofsuchemployeestockoptions).Thefairvalueoftheoptions granted has been measured using the Black-Scholes option pricing model. Inthepast,theGrouphadadoptedtheStockOptionPlan-2019('ESOP2019')whichrevisedandsupersededtheEmployeeStockOptionPlan-2017.Such ESOP2019schemeentitledcertainemployeestoexercisetheemployeestockoptionsgrantedtothematthestipulatedexerciseprice,subjecttocompliance withvestingconditions.Asperthesaidscheme,holdersofvestedoptionswereentitledtoreceiveoneequityshareforeveryoptionatanexercisepriceof₹ 10 per share. Details of employee stock options granted under the ESOP Scheme 2024 and ESOP 2019 as follows: ESOP Scheme ESOP Scheme ESOP 2019 ESOP 2019 Particulars 2024 2024 -Tranche I -Tranche II -Tranche I -Tranche II Numbers of options granted 2,232 2,100 2,308 1,692 8 January 2018 to 20 May 2021 to Grant date 1 July 2024 14 November 2024 20 May 2020 8 August 2021 Minimum 1 year Minimum 1 year 1 year service from 1 year service from Vesting conditions service from the service from the the grant date the grant date grant date grant date Exercise period 3 years 3 years Upto 10 years Upto 10 years Exercise price (in ₹) ₹ 10/ share ₹ 10/ share ₹ 10/ share ₹ 10/ share Method of settlement Equity Equity Equity Equity Fair value of options granted (per option in ₹) 4,99,380 4,99,875 56,973 56,955 The following assumptions were used for calculation of fair value of options granted under ESOP Scheme 2024 and ESOP 2019: ESOP Scheme ESOP Scheme ESOP 2019 ESOP 2019 Particulars 2024 2024 -Tranche I -Tranche II -Tranche I -Tranche II Risk-free interest rate (%) 7.10% 7.02% 6.81% 6.81% Time to expiration (Refer note i below) 3 years 3 years 10 years 10 years Expected volatility (%) (Refer note ii below) 38.84% 38.85% 41.29% 41.29% Dividend yield - - - - Weighted average remaining contractual life of options at the end of 3.25 years 3.62 years - - period Notes: i) The time is from the date of completion of the vesting period. ii) Expected volatility estimates are based on industry best practices. As at As at As at Number of options granted, exercised and forfeited 31 March 2025 31 March 2024 31 March 2023 Balance at the beginning of the year - - 1,692 Granted during the year 4,332 - - Forfeited/expired during the year - - - Exercised during the year - - (1,692) Outstanding at the end of the year 4,332 - - Exercisable options at the end of the year - - - Unvested options at the end of the year 4,332 - - Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Employee stock option charge/(gain) recognised in profit and loss 1,227.68 - (106.47) Notes: i)Theestimated impactontheRestatedConsolidatedStatementof Profitand Lossand otherequityforthenextfinancialyear, arisingfromshare-based payment expenses, is ₹ 936.67 million (31 March 2024: Nil and 31 March 2023: Nil as no stock options were outstanding). ii) When 1,692 stock options were exercised during the year ended 31 March 2023, the fair value per share of the Company was ₹ 154,991 per share. 285Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 47 Related party disclosures a) Names of related parties and description of relationship (i) Wholly owned subsidiary PSL Retail Private Limited Purple Style Labs UK Limited (ii) Directors and key management personnel (KMP) Mr. Abhishek Agarwal, Whole-time director* and Chief Executive Officer (w.e.f. 1 April 2025) Mr. Abhinav Agarwal, Whole-time director* and Chief Business Officer Mr. Harminder Sahni, Non-executive director (w.e.f. 30 October 2023) Mr. Rahul Garg, Non-executive director (w.e.f. 1 April 2024) Mr. Hrishikesh Bhalchandra Parandekar, Independent director (w.e.f. 14 November 2024) Ms. Shefali Sarohi Shyam, Independent director (w.e.f. 14 November 2024) Mr. Umesh Pawan Choudhary, Chief Financial Officer (w.e.f. 1 April 2025) Ms. Gulshan Mumtaz Khan, Company Secretary and Compliance Officer (w.e.f. 18 June 2025) Mr. Niket Agarwal, Chief Operating Officer (w.e.f. 18 June 2025) Mr. Nivesh Pandey, Chief Strategy Officer (w.e.f. 18 June 2025) *redesignated as whole time director w.e.f. 14 November 2024 (iii)Company in which directors and key management personnel (KMP) is a director (to the extent transactions have taken place) Wazir Advisors Private Limited (iv)Relatives of directors and key management personnel (KMP) (to the extent transactions have taken place) Ms. Punit Sahni, Relative of director b) The transactions with related parties (other than those eliminated upon consolidation) are as follows: Wazir Hrishikesh Shefali Abhishek Abhinav Harminder Rahul Advisors Punit Particulars Year ended Bhalchandra Sarohi Total Agarwal Agarwal Sahni Garg Private Sahni Parandekar Shyam Limited 31 March 2025 - - - 2 .50 - - - 2.50 5.00 1. Equity shares issued (including securities 31 March 2024 - - - - - - - - - premium) 31 March 2023 - 0.01 - - - - - - 0.01 31 March 2025 - - - - - - - - - 2. Compulsorily convertible preference 31 March 2024 - - - - - - - - - shares issued (including securities premium) 31 March 2023 1.14 - - - - - - - 1.14 31 March 2025 0.20 0.84 - - - - - - 1.04 3. Expenses incurred on behalf of the Group 31 March 2024 - 1.42 - - - - - - 1.42 31 March 2023 2 .64 1 .08 - - - - - - 3.72 31 March 2025 128.68 60.00 - - - - - - 188.68 4. Borrowings availed 31 March 2024 40.00 - - - - - - - 40.00 31 March 2023 64.00 4 2.50 - - - - - - 106.50 31 March 2025 6.00 7.20 1 .20 1 .20 0.46 0.46 - - 16.52 5. Remuneration 31 March 2024 4.20 6.00 0 .51 - - - - - 10.71 31 March 2023 2.38 97.78 - - - - - - 100.16 31 March 2025 - - 2 .40 2 .40 - - 2.50 - 7.30 6. Professional Charges 31 March 2024 - - 1 .01 - - - - - 1.01 31 March 2023 - - - - - - - - - 31 March 2025 128.68 60.00 - - - - - - 188.68 7. Borrowings repaid 31 March 2024 40.00 - - - - - - - 40.00 31 March 2023 64.00 4 2.50 - - - - - - 106.50 Note: During the year ended 31 March 2025, the Company has granted 1,200 options (31 March 2024: Nil) to a director under the ESOP Scheme 2024 (Refer note 46). c) Balances with related parties (other than those eliminated upon consolidation) for the year are as follows : Wazir Hrishikesh Shefali Abhishek Abhinav Harminder Rahul Advisors Punit Particulars As at Bhalchandra Sarohi Total Agarwal Agarwal Sahni Garg Private Sahni Parandekar Shyam Limited 31 March 2025 - - - - - - 2.70 - 2.70 1. Expense payable and other payable 31 March 2024 - 0.51 - - - - - - 0.51 31 March 2023 0.27 0.34 - - - - - - 0.61 286Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) Breakup of remuneration to directors and key managerial personnel of the Group Hrishikesh Shefali Abhishek Abhinav Harminder Particulars Rahul Garg Bhalchandra Sarohi Total Agarwal Agarwal Sahni Parandekar Shyam For the year ended 31 March 2025 Short-term employee benefits 5 .98 7 .18 1.20 1.20 0.46 0.46 16.48 Post employment benefits* 0 .02 0 .02 - - - - 0.04 Share based payments** - - - - - - - Total 6 .00 7 .20 1.20 1.20 0.46 0.46 16.52 For the year ended 31 March 2024 Short-term employee benefits 4 .18 5 .98 0.51 - - - 10.67 Post employment benefits* 0 .02 0 .02 - - - - 0.04 Share based payments** - - - - - - - Total 4 .20 6 .00 0.51 - - - 10.71 For the year ended 31 March 2023 Short-term employee benefits 2 .36 4 .76 - - - - 7.12 Post employment benefits* 0 .02 0 .02 - - - - 0.04 Share based payments** - 9 3.00 - - - - 93.00 Total 2 .38 9 7.78 - - - - 100.16 *Postemploymentbenefitsincludeemployer'scontributiontowardsprovidentfundanddonotincludegratuity.Gratuityiscomputedforalltheemployeesinaggregateandhence,theamount relating to the directors and KMPs cannot be individually identified. **Thisdisclosurepertainstothestockoptionsexercisedduringthereportingperiodbutdoesnotincludesharebasedpaymentexpenserecognisedatthetimeofgrantofstockoptions.During theyearended31March2023,thedirectoroftheCompanyexercised600employeestockoptionsgrantedunderESOP2019.Duringtheyearended31March2025,theCompanyhasgranted 1,200employeestockoptions(31March2024:Nil,31March2023:Nil)toadirectorunderESOPScheme2024(Refernote46forfurtherdetailsonthefairvalueofstockoptions).The director of the Company holds 1,200 employee stock options as at 31 March 2025 (31 March 2024: Nil, 31 March 2023: Nil). d) List of transactions eliminated upon consolidation - The transactions with related parties are as follows: In the books of PSL In the books of In the books of Company - Retail Private Limited - Company - Transactions Particulars Year ended Transactions with Purple Transactions with Total with PSL Retail Private Style Labs UK Limited Purple Style Labs UK Limited Limited 31 March 2025 13.85 - 66.03 79.88 1. Revenue from operations (sale of goods) 31 March 2024 21.65 - 61.00 82.65 31 March 2023 30.41 - 74.74 105.15 31 March 2025 816.55 15.88 - 832.43 2. Sale of services (business consultancy services and support services) 31 March 2024 975.24 23.04 - 998.28 31 March 2023 802.82 22.02 - 824.84 31 March 2025 0.25 - - 0.25 3. Expenses incurred on behalf of the Group 31 March 2024 3.36 - - 3.36 31 March 2023 8.23 - - 8.23 31 March 2025 1550.00 - - 1,550.00 4. Loans given 31 March 2024 250.00 - - 250.00 31 March 2023 550.00 - - 550.00 31 March 2025 212.92 - - 212.92 5. Interest income 31 March 2024 148.01 - - 148.01 31 March 2023 46.05 - - 46.05 31 March 2025 - - - - 6. Conversion of loan to non-current investments 31 March 2024 - 195.15 - 195.15 31 March 2023 - - - - 31 March 2025 - 112.79 - 112.79 7. Non-current investments 31 March 2024 - 105.82 - 105.82 31 March 2023 - - - - 31 March 2025 - - - - 8. Waiver of interest expenses 31 March 2024 - 8.31 - 8.31 31 March 2023 - - - - 31 March 2025 6.66 - - 6.66 9. Expenses incurred by Company on behalf of others 31 March 2024 3.90 - - 3.90 31 March 2023 - - - - 31 March 2025 - 0.39 - 0.39 10. Receipt of loan given 31 March 2024 - - - - 31 March 2023 - - - - 31 March 2025 67.61 - - 67.61 11. Recharge of stock options granted to subsidiary company's employees 31 March 2024 - - - - 31 March 2023 - - - - 287Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) e) List of balances eliminated upon consolidation - Balances with related parties are as follows: In the books of In the books of PSL In the books of Company - Company - Balance with Retail Private Limited - Particulars As at Balance with Purple Style Total PSL Retail Private Balance with Purple Labs UK Limited Limited Style Labs UK Limited 31 March 2025 211.34 4.21 6.90 222.45 1. Trade receivables 31 March 2024 207.64 16.07 44.74 268.45 31 March 2023 246.48 14.30 75.14 335.92 31 March 2025 29.54 - - 29.54 2. Interest on loans receivable 31 March 2024 13.31 - - 13.31 31 March 2023 0.33 7.90 - 8.23 31 March 2025 2,600.00 - - 2,600.00 3. Loans receivables 31 March 2024 1,050.00 0.39 - 1,050.39 31 March 2023 800.00 188.97 - 988.97 31 March 2025 67.61 - - 67.61 4. Receivable towards recharge of stock options 31 March 2024 - - - - 31 March 2023 - - - - f) Other arrangements: i)Thetransactionswithrelatedpartiesaremadeontermsequivalenttothosethatprevailinarm’slengthtransactions.Outstandingbalancesattheyear-endareunsecuredandsettlementoccurs in cash. ii)Duringtheyearended31March2025,theCompanyhasprovidedcorporateguaranteeforborrowingsavailedbyPSLRetailPrivateLimitedamountingto₹130.00millionalongwith interestaccruedthereon(31March2024:₹664.10million,31March2023:Nil).Asat31March2025,theCompanyhasoutstandingguaranteeswithrespectto(a)theborrowingsavailedby PSLRetailPrivateLimitedamountingtoNil(alongwithinterestthereon)(31March2024:₹422.18millionand31March2023:Nil)and(b)thelicensefeesandrelatedpaymentobligations of PSL Retail Private Limited amounting to ₹ 6.90 million (31 March 2024: ₹ 54.00 million and 31 March 2023: ₹ 79.20 million). iii)TheCompanyconvertedaloangiventoPurpleStyleLabsUKLimitedamountingto₹195.15millionintoequitysharesequivalentto497sharesoffacevalueofGBP1eachatapremium of GBP 3,724 during the year ended 31 March 2024, which was approved under the board resolution dated 5 March 2024. iv)TheCompanyhasgivenaletterofsupporttoitsSubsidiary,PSLRetailPrivateLimited,confirmingthatitwillprovidefinancialsupporttothePSLRetailPrivateLimitedtomeetits financial obligations, as and when they fall due. v)TheCompanyhasgivenaletterofsupporttoitssubsidiary,PurpleStyleLabsUKLimited,confirmingthatitwillcontinuetomaintainitsfinancialsupporttowardsthePurpleStyleLabs UK Limited to enable it to continue its operations. This space has been intentionally left blank 288Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 48 First time adoption of Ind AS framework Theaccountingpoliciessetoutinnotes2and3havebeenapplied inpreparingtheRestatedConsolidatedFinancialInformationfortheyearsended31March 2025,31March2024,31March2023andinthepreparationofanopeningIndASBalanceSheetasat1April2022('Dateoftransition').Inpreparingitsopening IndASBalanceSheet,theGrouphasadjustedtheamountsreportedpreviouslyinfinancialstatementspreparedinaccordancewiththeapplicableaccounting standards notified under the Companies (Accounting Standards) Rules, 2021 and other relevant provisions of the Act ("previous GAAP"). Anexplanationof howthetransitionfrompreviousGAAP toIndAShasaffectedtheGroup'sfinancialpositionandfinancialperformanceforearlierperiod along with the exemptions and exceptions availed, is as follows: A. Exemptions and exceptions availed: Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to the Ind AS: A-1.Optional exemptions availed: Deemedcost:IndAS101permitsafirsttimeadoptertoelecttocontinuewiththecarryingvalueforallofitsproperty,plantandequipmentandintangibleassets asrecognizedinthefinancialstatementsasatthedateoftransitiontoIndAS,measuredasperthepreviousGAAPandusethatasitsdeemedcostasatthedateof transition after making necessary adjustment for de-commissioning liabilities. Accordingly, the Group has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value. Businesscombination:AfirsttimeadoptermayelectnottoapplyIndAS103retrospectivelytopastbusinesscombinations(businesscombinationthatoccurred beforethedateoftransitiontoIndAS).Accordingly,theGrouphasavailedthebusinesscombinationexemptiononfirsttimeadoptionofIndASandtherefore the business combinations prior to date of transition have not been restated to the accounting prescribed under Ind AS 103- 'Business Combinations'. Fairvaluemeasurementoffinancialassetsandliabilitiesatinitialrecognition:IndAS101permitsafirsttimeadoptertoapplyrequirementsofIndAS109 inrelationtofairvaluemeasurementprospectivelytotransactionsenteredintoonorafterthedateoftransitiontoIndAS.Accordingly,theGrouphaselectedthe above exemption of fair value measurement of financial assets or financial liabilities at initial recognition. Leases: Appendix C to Ind AS 116 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 116, this assessmentshouldbecarriedoutattheinceptionofthecontractorarrangement.IndAS101providesanoptiontomakethisassessmentonthebasisoffactsand circumstancesexistingatthedateoftransitiontoIndAS,exceptwheretheeffectisexpectednottobematerial.TheGrouphaselectedtoapplythisexemptionfor such contracts/arrangements. As a first time adopter, the Group has used the following optional exemptions permitted: - Assessed whether contracts as at transition date contain a lease based on facts and circumstances existing as on that date. - Not to recognize right of use assets and liabilities for leases with less than 12 months of lease term at the transition date. - Not to recognize right of use assets and liabilities for leases of low value assets. - Using hindsight up to the transition date in determining the lease term where the contract contains options to extend or terminate the lease. A-2.Mandatory exceptions availed: Estimates:Anentity'sestimatesatthedateoftransitiontoIndASshallbeconsistentwithestimatesmadeforthesamedateinaccordancewithpreviousGAAP (after adjustmentstoreflectanydifferencesinaccountingpolicies),unlessthereisobjectiveevidencethatthoseestimateswereinerror.IndASestimatesasat1 April2022,31March2023and31March2024areconsistentwiththeestimatesasatthesamedatemadeinconformitywithpreviousGAAPexceptwhereInd AS required a different basis for estimates as compared to the previous GAAP. De-recognitionoffinancialassetsandliabilities:IndAS101requiresafirsttimeadoptertoapplythede-recognitionprovisionsofIndAS109prospectively fortransactionsoccurringonorafterthedateoftransitiontoIndAS.However,IndAS101allowsafirsttimeadoptertoapplythede-recognitionrequirementsin Ind AS 109 retrospectively from a dateof theentity's choosing, provided that theinformation needed toapply IndAS 109 tofinancialassets and liabilities derecognized asaresult of past transactionswasobtainedat thetimeof initiallyaccountingfor thosetransactions. TheGroup hasapplied thederecognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS. Classificationandmeasurementoffinancialassets:IndAS101requiresanentitytoassessclassificationandmeasurementoffinancialassetsonthebasisof thefactsandcircumstancesthatexistatthedateoftransitiontoIndAS.TheGrouphasclassifieditsfinancialassetsonthebasisofthefactsandcircumstances that exist at the date of transition to Ind AS. Impairmentoffinancialassets:IndAS101providesrelaxationfromapplyingtheimpairmentrelatedrequirementsofIndAS109retrospectively.Atthedateof transition,itrequiresanentitytousereasonableandsupportableinformationthatisavailablewithoutunduecostorefforttodeterminethecreditriskatthedate that financialinstrument wereinitiallyrecognizedand comparethat tothecredit risk at thedateof transitiontoIndAS or recognizealossallowanceatan amount equal tolifetimeexpected credit losses at each reporting dateuntil that financial instrument is de-recognized, if at the dateof transition to Ind AS, determination of credit risk involves undue cost or effort. The Group has availed the above exception of impairment of financial asset. Leases:TheGrouphasadoptedIndAS116-'Leases' usingthemodifiedretrospectiveapproach.Accordingly,leaseliabilityismeasuredatthepresentvalueof theremainingleasepaymentsandrightof useassetsatanamountequaltoleaseliability(adjustedfor anyrelatedprepaymentsand presentvalueof security deposits). 289Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) B. First time adoption reconciliations Statement showing reconciliation of equity as per Previous GAAP and Ind AS: Particulars Explanatory As at As at As at notes 31 March 2024 31 March 2023 1 April 2022 Total equity as per previous GAAP (A) 525.09 686.11 546.99 Summary of adjustments Recognition of lease liability B.1 (1,933.44) (1,213.74) (747.86) Recognition of right of use assets B.1 1,843.17 1,172.83 739.23 Derecognition of rent equalisation reserve B.1 48.43 33.41 - Derecognition of prepaid rent B.1 (6.27) (6.06) (6.06) Reversal of goodwill amortisation B.5 79.09 13.67 - Fair valuation of security deposit B.2 (164.99) (94.43) (43.81) Fair valuation for equity investment B.4 15.67 - - Fair valuation of loan to employees B.3 0.36 0.15 0.03 Impact of above on staff welfare expenses B.3 (0.27) (0.09) (0.02) Recognition of expected credit losses as per Ind AS 109 B.7 (0.03) (0.06) (0.01) Prepaid expenses recognised B.1 1.96 1.05 0.15 Total Ind AS adjustment (B) (116.32) (93.27) (58.35) Total equity as per Ind AS (A) + (B) 408.77 592.84 488.64 Statement showing movement in net profit/loss due to Ind AS adjustments: Particulars Explanatory Year ended Year ended notes 31 March 2024 31 March 2023 Net profit/(loss) as per previous GAAP (A) (456.83) (380.41) Summary of adjustments Depreciation on right of use assets B.1 341.71 256.38 Interest expenses on lease liabilities B.1 236.38 156.32 Reversal of rent and related expenses B.1 (457.17) (351.91) Interest income on lease deposits B.2 (19.03) (13.34) Recognition of expected credit losses as per Ind AS 109 B.7 (0.02) 0.04 Actuarial gains and losses reclassified to OCI B.6 (2.44) (1.34) Fair value changes for equity investment B.4 (15.67) - Fair valuation of loan to employees B.3 (0.21) (0.15) Impact of above on staff welfare expenses B.3 0.18 0.10 Reversal of goodwill amortisation B.5 (65.42) (13.67) Prepaid expenses recognised B.1 1.96 1.05 Total Ind AS adjustments (A) 20.27 33.48 Net profit/(loss) as per Ind AS (A) - (B) (477.10) (413.89) Other comprehensive income/(loss) - Remeasurement of the defined benefit plans (loss) B.6 (2.43) (1.34) - Exchange difference on translation of foreign operation (8.62) 0.01 Total comprehensive income/(loss) as per Ind AS (488.15) (415.22) Statement showing impact on cash flows: Statement showing impact on cash flows for the year ended 31 March 2024: Particulars Previous GAAP Adjustments As per Ind AS Cash flow from operating activities (706.62) 393.18 (313.44) Cash flow from investing activities (167.86) - (167.86) Cash flow from financing activities 8 30.70 (393.18) 437.52 Net increase/(decrease) in cash and cash equivalent (43.78) - (43.78) Statement showing impact on cash flows for the year ended 31 March 2023: Particulars Previous GAAP Adjustments As per Ind AS Cash flow from operating activities (740.23) 298.34 (441.89) Cash flow from investing activities (125.58) - (125.58) Cash flow from financing activities 7 70.00 (298.34) 471.66 Net increase/(decrease) in cash and cash equivalent (95.81) - (95.81) IndASadoptionhasnoimpactonnetincrease/decreaseincashandcashequivalentfortheyearended31March2024and31March2023ascomparedtothe previousGAAP.TheadjustmentdisclosedaboveisprimarilyonaccountofpaymentofleaseliabilitiesclassifiedasfinancingactivityunderIndASframework whereas it was part of operating activity under previous GAAP. 290Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) Explanations to reconciliation statements: 1) Lease liability and right of use assets: OntransitiontoIndAS,theGrouprecognised leaseliabilities inrelation toleases which had previouslybeen classified as ‘operatingleases’ under previous GAAP.Theseliabilitiesaremeasuredatthepresentvalueoftheremainingleasepayments,discountedusingthelessee’sincrementalborrowingrateasonthe transitiondatewithacorrespondingdebittorightofuseasset,afteradjustingamountofanyprepaidoraccruedleasepaymentsrelatingtotheleaserecognised. UnderpreviousGAAP,rentpaidwasshownasanexpenseonastraightlinebasis.However,underIndAS,interestisaccruedonleaseliabilities,rentpaidis shownasdeductiontoleaseliabilitiesanddepreciationischargedonrightofuseassetovertheleaseperiod. Brokerage,stampdutyandregistrationexpenses incurred on leases are required to be considered under Ind AS 116. Accordingly, the amount considered for lease accounting post transition date has been reinstated. Further, prepaid expense disclosed in the above table relates to stamp duty paid for leases which are commencing in subsequent financial year. 2) Security deposit: UnderpreviousGAAP,refundableleasesecuritydepositswererecognisedandcarriedattheirrespectivetransactionamounts.UnderIndAS,suchdepositsare carriedatthefairvalue.Thefairvalueisdeterminedasthepresentvalueofthedepositamount.Thedifferencebetweenthefairvalueandthecarryingvalueis treatedasprepaidrentandisaddedintherightofuseasset.Theleasedepositsaresubsequentlymeasuredatamortisedcost.Interestincomeonleasedepositsis recognised using the effective interest rate. 3) Financial instruments: UnderpreviousGAAP,financialassetsandfinancialliabilitiesweretypicallycarriedatthecontractualamountreceivableorpayable.UnderIndAS,financial instrumentscarriedat amortised cost areinitiallyrecognisedat fair value,and subsequentlymeasuredat amortised cost, at effectiveinterest rate. For certain financialassetsandfinancialliabilities,thefairvaluethereofatthedateoftransitiontoIndAShasbeenconsideredasthenewamortisedcostofthatfinancial asset and financial liability at the date of transition to Ind AS. UnderIndAS,theinterest-freeemployeeloanisfairvaluedatthemarketrateandissubsequentlymeasuredatamortisedcost.Interestincomeonemployeeloan isrecognisedusingtheeffectiveinterestrate.Thedifferencebetweenthefairvalueandthecarryingvalueofloanistreatedasprepaidstaffwelfarecostandthe same is expensed out over the tenure of the loan. 4) Fair valuation of investment: UnderthepreviousGAAP,long-terminvestmentswereaccountedatcostlessdecline,otherthantemporarydecline,inthevalueoflong-terminvestment.Current investmentswereaccountedatcostorfairvalue,whicheverislower.UndertheIndAS,suchinvestmentshavebeenmeasuredatfairvaluethroughprofitandloss onthedateoftransitiontoIndASandfairvaluechangesafterthedateoftransitionhavebeenrecognisedintheRestatedConsolidatedStatementofProfitand Loss. 5) Reversal of goodwill amortization: UnderpreviousGAAP,goodwillarisingonacquisitionisamortisedonstraight-linebasisovertheperiodof5yearsfromthedateofacquisition.UnderIndAS, amortisation of goodwill arisingon business combination is prohibited and goodwill is required tobetested for impairment annually. Accordingly, amounts amortised post transition date have been reinstated. 6) Actuarial gain/loss on defined benefit obligation: UnderthepreviousGAAP,thesere-measurementeffectswereformingpartoftheprofitandlossfortheyear.UndertheIndAS,re-measurementsi.e.actuarial gains/lossesexcludingamountsincludedinthenetinterestexpensesonthenetdefinedbenefitliabilityarerecognizedinothercomprehensiveincomeinsteadof profit and loss. 7) Expected credit loss on financial assets: UnderthepreviousGAAP,theprovisionfordoubtfuldebtswererecognizedbasedontheoutstandingperiodofreceivablesandpolicyframedbytheGroupi.e. when thereisan objectiveevidenceof impairment.Under theIndAS,an impairment lossshallberecognizedasper theexpected credit lossesmodel on all financial assets (other than those measured at fair value through profit or loss.) This page has been intentionally left blank 291Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 49 Fair value measurements (i) Fair value hierarchy Thefairvaluesofthefinancialassetsandliabilitiesareincludedattheamountthatwouldbereceivedtosellanassetorpaidtotransferaliabilityinan orderly transaction between market participant at the measurement date. This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a) recognised and measuredatfairvalueand(b)measuredatamortisedcostandforwhichfairvaluesaredisclosedinthefinancialstatements.Toprovideanindication aboutthereliabilityoftheinputsusedindeterminingfairvalue,theGrouphasclassifieditsfinancialinstrumentsintothethreelevelsprescribedunder the accounting framework. An explanation of each level follows underneath the table. Level 1 : Prices (unadjusted) available in active markets for financial instruments. Level2:Thefairvalueoffinancialinstrumentsthatarenottradedinanactivemarketisdeterminedusingvaluationtechniqueswhichmaximisethe useofobservablemarketdataandrelyaslittleaspossibleonentity-specificestimates.Ifallsignificantinputsrequiredtofairvalueaninstrumentare observable, the instrument is included in level 2. Level 3 : If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3. (ii) Valuation technique used to determine fair value Specific valuation techniques used to value financial instruments include: - the use of quoted market prices or dealer quotes for similar instruments - the use of discounted cash flow for fair value at amortised cost - Assets and liabilities which are measured at amortised cost for which fair values are disclosed (iii) Financial instruments by category As at 31 March 2025 Fair value hierarchy for Particulars Total carrying financial Amortised cost At FVTPL value instruments measured at FVTPL Assets Loans 6.47 - 6.47 - Other financial assets 512.42 - 512.42 - Trade receivables 12.75 - 12.75 - Cash and cash equivalents 103.78 - 103.78 - Bank balances other than cash and cash equivalents 1.01 - 1.01 - Liabilities Borrowings 1,127.91 - 1,127.91 - Lease liabilities 1,743.90 - 1,743.90 - Trade payables 418.33 - 418.33 - Other financial liabilities 27.44 - 27.44 - All amounts are net of provision for impairment, if any. 292Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) As at 31 March 2024 Fair value hierarchy for Particulars Total carrying financial Amortised cost At FVTPL value instruments measured at FVTPL Assets Investments - 26.20 26.20 Level 3 Loans 5.92 - 5.92 - Other financial assets 238.33 - 238.33 - Trade receivables 8.84 - 8.84 - Cash and cash equivalents 31.91 - 31.91 - Bank balances other than cash and cash equivalents 1.01 - 1.01 - Liabilities Borrowings 1,163.27 - 1,163.27 - Lease liabilities 1,933.43 - 1,933.43 - Trade payables 650.63 - 650.63 - Other financial liabilities 47.45 - 47.45 - All amounts are net of provision for impairment, if any. As at 31 March 2023 Fair value hierarchy for Particulars Total carrying financial Amortised cost At FVTPL value instruments measured at FVTPL Assets Loans 2.66 - 2.66 - Other financial assets 199.74 - 199.74 - Trade receivables 21.74 - 21.74 - Cash and cash equivalents 75.69 - 75.69 - Liabilities Borrowings 467.29 - 467.29 - Lease liabilities 1,213.73 - 1,213.73 - Trade payables 421.30 - 421.30 - Other financial liabilities 78.86 - 78.86 - All amounts are net of provision for impairment, if any. Notes: i) The carrying amounts of trade receivables, trade payables, cash and cash equivalents, other bank balances and other current financial assets and liabilities, are considered to be the same as their fair values, due to their short-term nature. ii) Thecarryingvalueapproximatesthefairvalueforsecuritydepositsandloantoemployeesasithasbeencalculatedbasedoncashflowsdiscounted using the current lending rate. iii) Thecarryingamountsofnon-currentborrowingsandleaseliabilitiesapproximatetheirfairvalues,astheyarebasedondiscountedcashflowsusing the current borrowing rate. iv) There have been no transfers between levels of fair value hierarchy during the year. v) Forthepurposeoffairvaluationofinvestment,discounted cashflow methodhasbeenused asavaluationtechniqueandexpected cashflowshave been considered as significant unobservable inputs. vi) The following table shows a reconciliation for Level 3 fair values - Investments: Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Balance at the beginning of the year (net of impairment allowance) 26.20 - 11.53 Addition during the year - 10.53 - Impairment allowance - - (6.50) Net change in fair value recognised through profit and loss 3.93 15.67 5.61 Disposal during the year (30.13) - (10.64) Balance at the end of the year (net of impairment allowance) - 26.20 - 293Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 50 Financial risk management The Group is exposed primarily to fluctuations in foreign exchange, credit quality and liquidity management, which may adversely impact its financial performance. The Group's principal financial liabilities comprises of borrowings, lease liabilities, trade payables and other financial liabilities.TheGroup’sprincipalfinancialassetsincludetradereceivables,cashandcashequivalentsandotherbankbalancesandotherfinancial assets that derive directly from its operations. A Credit risk Creditriskistheriskthatcounterpartywillnotmeetitsobligationsunderafinancialinstrumentorcustomercontract,leadingtoafinancialloss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financial assets. i) Trade receivables (net of loss allowance) Trade receivables are unsecured and are derived from revenue earned from sales to customers. Group's historical experience of collecting receivablesisthatcreditriskislow.TheGroupmeasuredtheexpectedcreditlossoftradereceivablesfromindividualcustomersbasedonhistorical trend,industrypracticesandthebusinessenvironmentinwhichtheentityoperates.Lossratesarebasedonactuallossexperienceandpasttrends. Basedonhistoricaldata,thelossoncollectionofreceivableisveryinsignificantandhencethecreditriskonoverallportfoliooftradereceivablesis low. Generally, the Group sells goods after receipt of certain advance payments from customers. Further, sales to customers are required to be settled in cash or using major credit cards or renowned payment portals. Thus, the credit risk is mitigated to a large extent. Less than 6 6 months to More than Particulars Unbilled Not due 1-2 years 2-3 years Total months 1 year 3 years As at 31 March 2025 - - 12.33 0.39 0.03 - - 12.75 As at 31 March 2024 - - 5.05 2.10 1.69 - - 8.84 As at 31 March 2023 - - 19.74 2.00 - - - 21.74 The following table summarizes the movement of expected credit loss provision: Particulars 31 March 31 March 31 March 2025 2024 2023 As at beginning of the year 0.03 0.06 0.01 Add: Provision made during the year 1.34 3.25 0.09 Less: Amounts written off (including provision utilised) (1.36) (3.28) (0.04) As at end of the year 0.01 0.03 0.06 ii) Other financial assets Cashbalancesaremaintainedwithbankshavinghighcreditrating.Loansgiventoemployeesarefullyrecoverabletotheextentofcarryingvalue. Majorityof security deposits are placed for lease agreement or withgovernment agencies. There is no significant increase in credit riskas at 31 March 2025 (31 March 2024: Nil, 31 March 2023: Nil). This space has been intentionally left blank 294Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) B Liquidity risk LiquidityriskistheriskthattheGroupmaynotbeabletomeetitspresentandfuturecashandcollateralobligationswithoutincurringunacceptable losses. The Group’s objective is to maintain optimum levels of liquidity and to ensure that funds are available for use as per requirement. Management monitors rolling forecasts of the Group's liquidity position and cash and cash equivalents on the basis of expected cashflows. The liquidityrisk principallyarises from obligations on account of financial liabilities viz. borrowings, leaseliabilities, tradepayables and other financial liabilities. Maturities of financial liabilities: ThetablebelowsummarisesthematurityprofileoftheGroup’sfinancialliabilitiesbasedoncontractualpayments(undiscounted)ateachreporting date disclosed in the Restated Consolidated Statement of Assets and Liabilities are carrying values based on amortised cost: As at 31 March 2025 Between 1 Beyond 5 Particulars Upto 1 year Total and 5 years years Borrowings 1,127.91 - - 1,127.91 Lease liabilities 517.29 1,505.45 643.12 2,665.86 Trade payables 418.32 0.01 - 418.33 Other financial liabilities 27.44 - - 27.44 Total 2,090.96 1,505.46 643.12 4,239.54 As at 31 March 2024 Between 1 Beyond 5 Particulars Upto 1 year Total and 5 years years Borrowings 1,153.18 10.09 - 1,163.27 Lease liabilities 527.08 1,588.92 982.90 3,098.90 Trade payables 649.49 1.14 - 650.63 Other financial liabilities 47.45 - - 47.45 Total 2,377.20 1,600.15 982.90 4,960.25 As at 31 March 2023 Between 1 Beyond 5 Particulars Upto 1 year Total and 5 years years Borrowings 467.09 0.20 - 467.29 Lease liabilities 356.50 995.24 512.95 1,864.69 Trade payables 420.72 0.58 - 421.30 Other financial liabilities 78.86 - - 78.86 Total 1,323.17 996.02 512.95 2,832.14 This space has been intentionally left blank 295Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) C Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprisesthreetypesofrisk:Foreigncurrencyrisk,interestrateriskandpricerisk.TheGroup'sexposuretomarketriskisprimarilyonaccountofforeign currency exchange rate risk and price risk. (i) Currency risk Currencyriskistheriskthatthefairvalueorfuturecashflowsofanexposurewillfluctuatebecauseofchangesinforeignexchangerates.Theriskprimarily relates to fluctuations in receivables and payables denominated in currencies against the functionalcurrency of the respectiveentities formingpart of the Group. The Group’s policy is to assess the Group’s net exposures which is mainly represented by receivable and payable towards exports and imports respectively. As at 31 March 2025 As at 31 March 2024 As at 31 March 2023 Amount in Amount in Amount in Unhedged foreign currency exposure Currency Amount Amount Amount foreign foreign foreign INR INR INR currency* currency* currency* Financial assets SGD 4,324.00 0 .27 3,534.00 0.22 2,499.00 0.15 USD 2 ,37,713.00 2 0.30 1,60,281.00 13.34 1,72,653.00 13.91 CAD 35,853.00 2 .14 20,029.00 1.23 17,085.00 1.02 Other receivables EURO 5,648.00 0 .52 1,499.00 0.13 4,217.00 0.37 HKD 15,589.00 0 .17 10,461.00 0.11 8,553.00 0.09 AUD 24,813.00 1 .33 11,397.00 0.62 10,092.00 0.54 GBP 36,102.00 3 .98 25,365.00 2.65 17,769.00 1.77 2 8.71 18.30 17.85 Financial liabilities Trade payables USD - - 11,000.00 0 .91 10,867.10 0.89 - 0 .91 0.89 *Foreign currency amount are in absolute term. Sensitivity to foreign currency risk Thefollowingtabledemonstratesthesensitivityinforeigncurrencywithallothervariablesheldconstant.ThebelowimpactontheGroup'sprofitbeforetax and equity is based on changes in the fair value of foreign currency monetary assets and liabilities at balance sheet date: 31 March 2025 31 March 2024 31 March 2023 Currencies Increase Decrease Increase Decrease Increase Decrease by 2% by 2% by 2% by 2% by 2% by 2% SGD 0.01 (0.01) 0.00 (0.00) 0.00 (0.00) USD 0.41 (0.41) 0.25 (0.25) 0.26 (0.26) CAD 0.04 (0.04) 0.02 (0.02) 0.02 (0.02) EURO 0.01 (0.01) 0.00 (0.00) 0.01 (0.01) HKD 0.00 (0.00) 0.00 (0.00) 0.00 (0.00) AUD 0.03 (0.03) 0.01 (0.01) 0.01 (0.01) GBP 0.08 (0.08) 0.05 (0.05) 0.04 (0.04) Note: Theamountspresentedintheabovedisclosurepertainstothoseaccountbalanceswhicharedenominatedinthecurrencyotherthanthefunctionalcurrencyof the respective entities forming part of the Group. (ii) Interest rate risk All the borrowings of the Group are fixed rate borrowings. There is not interest rate risk due to non variability of interest rates. (iii) Commodity price risk TheGroupisaffectedbythepricevolatilityofitsrawmaterialsandinventoryofstock-in-trade.TheGroup’sprocurementdepartmentcontinuouslymonitors the fluctuation in price and takes necessary action to minimize its price risk exposure. (iv) Share price risk TheGroupisaffectedbythevolatilityinpriceofequitysharesinwhichGrouphasmadeinvestmentandmeasuredatFVTPL.Themanagementmonitorsthe fluctuation in price of shares and takes necessary actions to minimize its share price risk exposure. 296Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 51 Capital management The Group's objectives when managing capital are to: - safeguard its abilitytocontinue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and - maintain an optimal capital structure to reduce the cost of capital. The fundingrequirementsare metthrough raisingfunds (debt/equity) and operatingcash flowsgenerated. The Group isnot subjectto any externally imposed capital requirements. The Groupmonitorsitscapitalbyusinggearingratio, whichiscapitalemployed dividedbytotalequity. Netdebtincludesnon-current borrowings (including current maturities) and short-term borrowings net of cash and cash equivalents and equity comprises of equity share capital and other equity. A. The amount managed as capital by the Group are summarised as follows: As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Debt 1 ,127.91 1 ,163.27 467.29 Less: Cash and cash equivalents (103.78) (31.91) (75.69) Net debt (a) 1 ,024.13 1 ,131.36 391.60 Total equity as per Restated Consolidated Statement of Assets and 1 ,186.97 4 08.77 592.84 Liabilities (b) Total capital employed (a) + (b) = (c) 2 ,211.10 1 ,540.13 984.44 Capital gearing ratio (a)/(c) 0.46 0.73 0.40 B. Dividends TheCompanyanditsSubsidiarieshavenotpaidanydividendtoitsshareholdersforyearsended31March2025,31March2024and31 March 2023. This space has been intentionally left blank 297Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 52 Revenue from contracts with customers The majority of customer contracts that the Group enters into consist of a single performance obligation for the delivery of apparel, accessories, jewelleryetc. and providingstylingservices. TheGroup recognises revenuefromproduct saleswhen controlof theproduct transfers,generallyupondeliverytothecustomeri.e.,atapointintime.TheGrouprecordsproductsalesnetofestimatedcustomeraward points/discounts and other related charges. These are generallyaccounted for as variable consideration estimated in the same period the related sales occur. The methodologyand assumptions used to estimate rebates and returns are monitored and adjusted regularly in the light of contractual and legal obligations, historical trends, past experience and projected market conditions. Thesaleofservicesincludeslogisticsandancillaryservicesrelatedtothesaleofgoodstocustomers,andothersupportservices.Revenue from these services is recognized upon completion of the service. Sales are based on short-term contractual arrangements. Sales are conducted through both digital platforms and physical retail stores. Payment is generally required in advance. There is no significant financing component in any contract, as the goods are not sold on an extended credit basis. a) Disaggregation of revenue: Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Based on geographical markets Within India 3,281.58 3,019.50 2,027.63 Outside India 1,617.51 2,024.23 1,664.30 Revenue from contracts with customer 4,899.09 5,043.73 3,691.93 Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Based on timing of transfer of goods/services Revenue recognised at a point in time 4,899.09 5,043.73 3,691.93 Revenue recognised over time - - - Revenue from contracts with customer 4,899.09 5,043.73 3,691.93 - Reconciling the amount of revenue recognised in the Restated Consolidated Statement of Profit and Loss with the contracted b) price: Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Revenue as per contracted price 4,928.40 5,074.48 3,723.81 Adjustments (includes provisions estimated and adjustments there against) Utilisation of customer loyalty points (29.31) (30.75) (31.88) Revenue from contract with customers 4,899.09 5,043.73 3,691.93 c) Contract balances: As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Trade receivables (Refer note 15) 12.75 8.84 21.74 Revenue received in advance (Refer note 30)* 399.31 331.40 337.22 Deferred revenue (Refer note 30) 8.90 4.48 7.99 Total 420.96 344.72 366.95 *The Group expects to recognise the revenue from this balance within one year from the reporting date. 298Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 53 Leases Group as lessee The Group's leased assets primarilyconsist of leases for building. Leases of buildinggenerally havelease termbetween 3 years to9 years. The leasesincludenon-cancellableperiodsandrenewableoptionwiththemutualconsentoflesseeandlessor,whichhavebeentakenintoconsideration for determination of lease term. i) Set out below are the carrying amounts of right of use assets and the movements during the year: Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Opening right of use assets 1,843.17 1,172.83 739.22 Additions during the year 89.52 1,010.27 688.58 Charge for the year (402.22) (341.71) (256.38) Foreign exchange gain/(loss) 1.41 1.78 1.41 Closing right of use assets 1,531.88 1,843.17 1,172.83 ii) Set out below are the carrying amounts of lease liabilities and the movements during the year: Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Opening lease liability 1,933.43 1,213.73 747.84 Additions during the year 78.40 905.77 615.85 Accretion of interest 273.15 236.38 156.32 Principal payments (269.23) (187.77) (151.36) Finance cost paid (273.15) (236.38) (156.32) Foreign exchange (gain)/loss 1.30 1.70 1.40 Closing lease liability 1,743.90 1,933.43 1,213.73 Current lease liabilities 282.70 261.65 195.14 Non-current lease liabilities 1,461.20 1,671.78 1,018.59 Theeffectiveinterestrateappliedisintherangeof8%to15%p.a.(31March2024and31March2023:8%to15%p.a.)basedongeographical location. iii) The following are the amounts recognised in the Restated Consolidated Statement of Profit and Loss: Year ended Year ended Year ended Particulars 31 March 2025 31 March 2024 31 March 2023 Depreciation expense of right of use assets 402.22 341.71 256.38 Interest expense on lease liabilities 273.15 236.38 156.32 Expense relating to short-term leases (included in other expenses) 40.96 12.58 17.21 Total amount recognised in the Restated Consolidated Statement of Profit and 716.33 590.67 429.91 Loss iv) The undiscounted maturity analysis of lease liabilities is as follows: Between 1 and 5 Particulars Within 1 year Beyond 5 years Total years 31 March 2025 Lease payments 517.29 1,505.45 643.12 2,665.86 31 March 2024 Lease payments 527.08 1,588.92 982.90 3,098.90 31 March 2023 Lease payments 356.50 995.24 512.95 1,864.69 v) Thetotalcashoutflowforleases(includingshort-termleases)fortheyearended31March2025was₹583.34million(31March2024:₹436.73 million and 31 March 2023: ₹ 324.89 million). 299Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 54 Trade receivables ageing schedule a) Ageing of trade receivables as at 31 March 2025 Outstanding for the following period from the invoice date: Less than 6 6 months to More than Particulars Not due 1-2 years 2-3 years Total months 1 year 3 years Undisputed trade receivables Considered good - unsecured - 1 2.33 0.39 0.03 - - 12.75 Credit impaired - - 0.01 - - - 0.01 Allowance for expected credit loss - - (0.01) - - - (0.01) Total - 12.33 0.39 0.03 - - 12.75 b) Ageing of trade receivables as at 31 March 2024 Outstanding for the following period from the invoice date: Less than 6 6 months to More than Particulars Not due 1-2 years 2-3 years Total months 1 year 3 years Undisputed trade receivables Considered good - unsecured - 5.05 2.10 1.69 - - 8.84 Credit impaired - - - 0.03 - - 0.03 Allowance for expected credit loss - - - (0.03) - - (0.03) Total - 5.05 2.10 1.69 - - 8.84 c) Ageing of trade receivables as at 31 March 2023 Outstanding for the following period from the invoice date: Less than 6 6 months to More than Particulars Not due 1-2 years 2-3 years Total months 1 year 3 years Undisputed trade receivables Considered good - unsecured - 1 9.74 2.00 - - - 21.74 Credit impaired - - 0.06 - - - 0.06 Allowance for expected credit loss - - (0.06) - - - (0.06) Total - 19.74 2.00 - - - 21.74 d) There are no disputed trade receivables as at balance sheet dates. 55 Trade payables ageing schedule a) Ageing of trade payables as at 31 March 2025 Outstanding for the following period from the due date of payment: Less than 1 More than 3 Particulars Unbilled Not due 1-2 years 2-3 years Total year years Undisputed trade payables Micro enterprises and small enterprises - 134.50 5.83 - - - 140.33 Others 159.87 109.54 8.58 0.01 - - 278.00 Total 159.87 244.04 14.41 0.01 - - 418.33 b) Ageing of trade payables as at 31 March 2024 Outstanding for the following period from the due date of payment: Less than 1 More than 3 Particulars Unbilled Not due 1-2 years 2-3 years Total year years Undisputed trade payables Micro enterprises and small enterprises - 52.36 1.00 - - - 53.36 Others 174.33 354.10 67.70 1.14 - - 597.27 Total 174.33 406.46 68.70 1.14 - - 650.63 c) Ageing of trade payables as at 31 March 2023 Outstanding for the following period from the due date of payment: Less than 1 More than 3 Particulars Unbilled Not due 1-2 years 2-3 years Total year years Undisputed trade payables Micro enterprises and small enterprises - 26.49 0.21 - - - 26.70 Others 97.94 232.03 64.05 0.58 - - 394.60 Total 97.94 258.52 64.26 0.58 - - 421.30 d) There are no disputed trade payables as at balance sheet dates. 300Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 56 Information on contribution by the entities forming part of the Group: Proportion % holding Subsidiary at any time during Nature Principle place of business 31 March the year 31 March 2025 31 March 2024 2023 PSL Retail Private Limited Wholly owned subsidiary India 100% 100% 100% Purple Style Labs UK Limited Wholly owned subsidiary United Kingdom 100% 100% 100% The following entities have been consolidated in accordance with Ind AS 110: Net Assets i.e. total assets Share in profit/(loss) minus total liabilities As a % of As a % of Particulars As a % of As a % of consolidated consolidated consolidated Amount consolidated Amount other Amount total Amount net assets profit/(loss) comprehensive comprehensive income/(loss) income/(loss) Purple Style Labs Limited (Holding Company) 31 March 2025 281% 3,334.68 53% (997.57) 12% (0.90) 53% (998.47) 31 March 2024 407% 1,662.20 (26%) 121.75 15% (1.64) (25%) 120.11 31 March 2023 209% 1,238.01 1% (4.34) 105% (1.39) 1% (5.73) Subsidiaries PSL Retail Private Limited 31 March 2025 (156%) (1,856.00) 44% (829.09) 6% (0.47) 44% (829.56) 31 March 2024 (251%) (1,026.67) 118% (557.19) 7% (0.79) 114% (557.98) 31 March 2023 (79%) (471.05) 93% (386.72) (4%) 0.05 93% (386.67) Purple Style Labs UK Limited 31 March 2025 7% 85.35 3% (62.75) - - 3% (62.75) 31 March 2024 9% 36.50 10% (48.98) - - 11% (48.98) 31 March 2023 (35%) (207.81) 16% (67.16) - - 16% (67.16) Total elimination/adjustment on account of consolidation exercise 31 March 2025 (32%) (377.06) (0%) 3.91 82% (5.88) 0% (1.97) 31 March 2024 (65%) (263.26) (2%) 7.32 78% (8.62) 0% (1.30) 31 March 2023 5% 33.69 (10%) 44.33 (1%) 0.01 (10%) 44.34 Total 31 March 2025 100% 1,186.97 100% (1,885.50) 100% (7.25) 100% (1,892.75) 31 March 2024 100% 408.77 100% (477.10) 100% (11.05) 100% (488.15) 31 March 2023 100% 592.84 100% (413.89) 100% (1.33) 100% (415.22) 301Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 57 Non-adjusting items Auditors'commentsonthefinancialstatementsoftheCompanyanditsSubsidiariesforthefinancialyearsended31March2025,31March2024and31March2023, which do not require any adjustments in the Restated Consolidated Financial Information are as follows: A. Audit qualifications for the respective years, which do not require adjustments in the Restated Consolidated Financial Information are as follows: Therearenoauditqualificationsinauditor'sreportsontheconsolidatedfinancialstatementsfortheyearsended31March2025,31March2024and31March2023 which require adjustments in the Restated Consolidated Financial Information. B. Emphasis of Matters not requiring adjustments to Restated Consolidated Financial Information are reproduced below: (The note number mentioned in this section refers to the note appearing in the respective special purpose financial statements) Purple Style Labs Limited - Audited Special Purpose Consolidated financial statements Basis of Preparation and Restriction on Distribution and Use “WedrawattentiontoNote2(A)totheaccompanyingAuditedSpecialPurposeIndASConsolidatedFinancialStatements,whichdescribesthebasisofitspreparation. TheSpecialPurposeIndASConsolidatedFinancialStatementshavebeenpreparedbytheHoldingCompany’smanagementsolelyforthepurposeofpreparationofthe RestatedConsolidatedFinancialInformationoftheGroupfortheyearsended31March2025,31March2024and31March2023tobeincludedintheDraftRed HerringProspectus(‘DRHP’)/RedHerringProspectus(‘RHP’)/Prospectus,aspertherequirementsofSection26ofPartIofChapterIIIoftheAct,readwiththe SecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosureRequirements)Regulations,2018asamendedfromtimetotime(the"ICDRRegulations")and thegeneraldirectionsissuedbySecuritiesandExchangeBoardofIndia(“SEBI”)dated28October2021throughtheAssociationofInvestmentBankingofIndiatothe LeadManagersoftheHoldingCompany,tobefiledwithSEBI,NationalStockExchangeofIndiaLimitedand BSELimitedandRegistrarofCompanies(Mumbai),in relation to the proposed Initial Public Offer (‘IPO’) of the equityshares of the Holding Company. Therefore, these Audited Special Purpose Ind AS Consolidated FinancialStatementsmaynotbesuitableforanyotherpurpose.Ourreportisissuedsolelyfortheaforementionedpurpose,andaccordingly,shouldnotbeused,referred toordistributedforanyotherpurposeortoanyotherpartywithoutourpriorconsentinwriting.Further,wedonotacceptorassumeanyliabilityoranydutyofcarefor anyotherpurposeforwhichortoanyotherpersontowhomthisreportisshownorintowhosehandsitmaycomewithoutourpriorconsentinwriting.Ouropinionisnot modified in respect of this matter.” Purple Style Labs UK Limited - Special Purpose Financial Statements for the financial year 2022-23 WedrawattentiontoNote1totheaccompanyingSpecialPurposeFinancialStatements,whichdescribesthebasisofaccountingusedbytheCompany’smanagementfor thepreparationoftheaccompanyingSpecialPurposeFinancialStatements,whichisaspecialpurposefinancialreportingframework.TheseSpecialPurposeFinancial Statements have been prepared by the Company’s management solely to enable the management of the Purple Style Labs Limited, the Holding Company, in the preparationofitsconsolidatedfinancialstatementsforthequarterandyearended31March2023andaccordingly,theseSpecialPurposeFinancialStatementsmaynotbe suitableforanyotherpurpose.Thisreportisissuedsolelyfortheaforementionedpurpose,andaccordingly,shouldnotbeused,referredtoordistributedforanyother purposeortoanyotherpartywithoutourpriorwrittenconsent.Further,wedonotacceptorassumeanyliabilityoranydutyofcareforanyotherpurposeforwhichorto any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter. C. MattersreportedunderRule11(g)oftheCompanies(AuditandAuditors)Rules,2014 (asamended) inthe IndependentAuditor’sreportontheAudited Consolidated Financial Statements for the years ended 31 March 2025, 31 March 2024 and 31 March 2023, not requiring adjustments to Restated Consolidated Financial Information are reproduced below: (the note number mentioned in this section refers to the note appearing in the audited statutory purpose financial statements) Purple Style Labs Limited - Consolidated financial statements Financial Year 2024-25 AsstatedinNote59totheconsolidatedfinancialstatementsandbasedonourexaminationwhichincludedtestchecks,exceptformattersmentionedbelow,theHolding CompanyanditssubsidiaryincorporatedinIndia,inrespectoffinancialyearcommencingon01April2024,haveusedtwoaccountingsoftwaresformaintainingtheir booksofaccountwhichhaveafeatureofrecordingaudittrail(editlog)facilityandthesamehavebeenoperatedthroughouttheyearforallrelevanttransactionsrecorded inthesoftware.Further,duringthecourseofourauditwedidnotcomeacrossanyinstanceofaudittrailfeaturebeingtamperedwithotherthantheconsequentialimpact oftheexceptionsgivenbelow.Furthermore,exceptforthepreviousyearandtheperiodmentionedinthebelowmatters,theaudittrailhasbeenpreservedbytheHolding Company and its subsidiary as per the statutory requirements for record retention. Nature of exception noted Details of exception InstancesofaccountingsoftwareformaintainingbooksofaccountforwhichtheFor accounting software used for maintenance of sales, purchases and inventory records featureofrecordingaudittrail(editlog)facilitywasnotoperatedthroughoutthe–theaudittrailfeaturewasnotenabledatthedatabaselevelfortheperiod01April year for all relevant transactions recorded in the software. 2024 to 06 November 2024. InstancesofaccountingsoftwareformaintainingbooksofaccountwhichdidnotFor accounting software used for maintenance of accounting records – the entities have a feature of recording audit trail (edit log) facility. couldnotsufficientlydemonstratewhethertheaudittrail(editlog)facilitywasenabled and operated for the period 01 April 2024 to 11 November 2024. 302Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information Financial Year 2023-24 Asstated inNote41 totheconsolidated financialstatementsandbasedon ourexaminationwhich included testchecks, exceptforinstancesmentioned below,the HoldingCompanyanditssubsidiarywhicharecompaniesincorporatedinIndiaandauditedundertheAct,inrespectoffinancialyearcommencingon1April2023, haveusedcertainaccountingsoftwareformaintainingtheirbooksofaccountwhichhaveafeatureofrecordingaudittrail(editlog)facilityandthesamehavebeen operatedthroughouttheyearforallrelevanttransactionsrecordedinthesoftware.Further,duringthecourseofourauditwedidnotcomeacrossanyinstanceofaudit trail feature being tampered with, other than the consequential impact of the exception given below: Nature of exception noted Details of exception InstancesofaccountingsoftwareformaintainingbooksofaccountforwhichtheThe audit trail feature for accounting software used for maintenance of accounting featureofrecordingaudittrail(editlog)facilitywasnotoperatedthroughouttherecordscouldnotsufficientlydemonstratewhethertheaudittrail(editlog)facilitywas year for all relevant transactions recorded in the software. enabledandoperatedthroughouttheyearbytheHoldingCompanyanditssubsidiary. The audit trail feature was not enabled at the database level to log any direct data changes, used for maintenance of sales, purchases and inventory records by the Holding Company and its subsidiary. D. Auditor'scommentsinAnnexuretotheIndependent reportonthefinancialstatementsfortheyearsended31March2025,31March2024and31 March 2023 not requiring adjustments to Restated Consolidated Financial Information, are reproduced below: (The figures appearing in this section have been converted into million for ease of reference.) Purple Style Labs Limited - Standalone financial statements Financial Year 2024-25 Clause vii (b) Accordingtotheinformationandexplanationsgiventous,wereportthattherearenostatutoryduesreferredinsub-clause(a)whichhavenotbeendepositedwiththe appropriate authorities on account of any dispute except for the following: Amount paid Name of the Period to which the Forum where Nature of dues Gross amount under protest statute amount relates dispute is pending Income Tax Act, Commissioner of Income tax INR 8.80 million INR 1.76 million AY 2022-23 1961 Income Tax, Appeals Clause xvii TheCompanyhasincurredcashlossesamountingto 903.08million(includingimpactofsharebasedpayment)inthecurrentfinancialyearbuthadnotincurredcash losses in the immediately preceding financial year. Financial Year 2023-24 Clause vii (a) Inouropinion,andaccordingtotheinformationandexplanationsgiventous,undisputedstatutoryduesincludinggoodsandservicestax,providentfund,employees' state insurance, income-tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company,thoughtherehavebeenslightdelaysinfewcases.Further,noundisputedamountspayablesinrespectthereofwereoutstandingattheyear-endforaperiodof more than six months from the date they became payable. Clause vii (b) Accordingtotheinformationandexplanationsgiventous,wereportthattherearenostatutoryduesreferredinsub-clause(a)whichhavenotbeendepositedwiththe appropriate authorities on account of any dispute except for the following: Name of the Amount paid Period to which the Forum where Nature of dues Gross amount statute under protest amount relates dispute is pending Income Tax Act, Income tax INR 8.80 million - AY 2022-23 Assessing Officer 1961 Clause xvii TheCompanyhasnotincurredcashlossesinthecurrentfinancialyearbuthadincurredcashlossesamountingto 28.82millionintheimmediatelyprecedingfinancial year. 303Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information Financial Year 2022-23 Clause i (b) TheCompanyhasaregularprogrammeofphysicalverificationofitsproperty,plantandequipmentunderwhichtheassetsarephysicallyverifiedinaphasedmanner overaperiodofthreeyears,which,inouropinion,isreasonablehavingregardtothesizeoftheCompanyandthenatureofitsassets.However,nophysicalverification wascarriedoutbythemanagementoftheCompanyduringtheyear,andwearethereforeunabletocommentonthediscrepancies,ifany,whichcouldhavearisenon such verification. Clause vii (a) Inouropinion,andaccordingtotheinformationandexplanationsgiventous,undisputedstatutoryduesincludinggoodsandservicestax,providentfund,income-tax, dutyofcustoms,cessandothermaterialstatutorydues,asapplicable,havegenerallybeenregularlydepositedwiththeappropriateauthorities,thoughtherehavebeen slightdelaysinfewcases.Further,noundisputedamountspayablesinrespectthereofwereoutstandingattheyear-endforaperiodofmorethansixmonthsfromthe date they became payable. Clause xvii TheCompanyhasincurredcashlossesinthecurrentfinancialyearandintheimmediateprecedingfinancialyearamountingto 28.82millionand 168.91million respectively. PSL Retail Private Limited Financial Year 2024-25 Clause vii (a) Inouropinion,andaccordingtotheinformationandexplanationsgiventous,undisputedstatutoryduesincludinggoodsandservicestax,providentfund,employees' state insurance, income-tax, duty of customs, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authoritiesbytheCompanies,thoughtherehavebeenslightdelaysinfewcases.Further,noundisputedamountspayablesinrespectthereofwereoutstandingattheyear- end for a period of more than six months from the date they became payable. Clause xvii The Company has incurred cash losses (including impact of shared based payment) in the current financial year and in the immediate preceding financial year Financial Year 2023-24 Clause vii (a) Inouropinion,andaccordingtotheinformationandexplanationsgiventous,undisputedstatutoryduesincludinggoodsandservicestax,providentfund,employees' state insurance, income-tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Companies,thoughtherehavebeenslightdelaysinfewcases.Further,noundisputedamountspayablesinrespectthereofwereoutstandingattheyear-endforaperiod of more than six months from the date they became payable. Clause xvii TheCompanyhasincurredcashlossesinthecurrentfinancialyearandintheimmediateprecedingfinancialyearamountingto 431.47millionand 333.21million respectively. Financial Year 2022-23 Clause i (b) TheCompanyhasaregularprogrammeofphysicalverificationofitsproperty,plantandequipmentunderwhichtheassetsarephysicallyverifiedinaphasedmanner overaperiodofthreeyears,which,inouropinion,isreasonablehavingregardtothesizeoftheCompanyandthenatureofitsassets.However,nophysicalverification wascarriedoutbythemanagementoftheCompanyduringtheyear,andwearethereforeunabletocommentonthediscrepancies,ifany,whichcouldhavearisenon such verification. Clause vii (a) Inouropinion,andaccordingtotheinformationandexplanationsgiventous,undisputedstatutoryduesincludinggoodsandservicestax,providentfund,income-tax, dutyofcustoms,cessandothermaterialstatutorydues,asapplicable,havegenerallybeenregularlydepositedwiththeappropriateauthorities,thoughincome-taxhave notgenerallybeenregularlydepositedwiththeappropriateauthoritiesandtherehavebeensignificantdelays.Undisputedamountspayablesinrespectthereof,which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows: Statement of arrears of statutory dues outstanding for more than six months as at balance sheet date: Period to which Name of the Nature of the the amount Due date Date of payment statute dues million) relates Interest on Late Income Tax Act, Payment of Tax June 2022 to 7 July 2022 to 7 3.74 18 September 2023 1961 Deductible at August 2022 September 2022 Source Clause xvii TheCompanyhasincurredcashlossesinthecurrentfinancialyearandintheimmediateprecedingfinancialyearamountingto 333.21millionand 40.39million respectively. 304Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) 58 Segment Information a)TheGroupprimarilyoperatesunderthebusinesssegment,'Saleofmultidesignerapparel,accessories,jewellery,otherlifestyleproductsandallied servicesthereto'.TheCODMreviewstheoperatingresultsoftheGroupprimarilyonoveralllevelasonesegment.According,withrespecttoIndAS 108 - 'Operating Segments' as specified under Section 133 of the Act, the above segment constitutes a single reporting segment. b) No customer individually contributed 10% or more to the Group’s revenue. c)Thenon-currentassets(otherthanfinancialinstruments,deferredtaxassetsandpost-employmentbenefitassets)locatedoutsideIndiaaggregates₹ 23.43 million (31 March 2024: ₹ 47.39 million; and 31 March 2023: ₹ 66.11 million). d) Refer note 52(a) for revenue earned within India and outside India. 59 Contingent liabilities and capital commitments Claims against the Company not acknowledged as debt: Duringtheyearended31March2024,theCompanyreceivedanincometaxdemandnoticeamountingto₹8.80millionforassessmentyear2022-23in respectofcertaindisallowance.TheCompanyfiledanappealinrelationtothesameandhaddeposited20%ofthedemandamountwithprotest.Such caseispendingatCIT(Appeals)andhencethetimingofoutflow,cannotbeestimated.TheCompanydoesnotexpectanyreimbursementsinrespectof this contingent liability. Capital commitments: There are no capital commitments as at 31 March 2025, 31 March 2024 and 31 March 2023. 60 TheMinistryof CorporateAffairs (MCA) has prescribed a requirement for companies under theprovisotoRule3(1) oftheCompanies(Accounts) Rules,2014insertedbytheCompanies(Accounts) AmendmentRules,2021requiringcompanieswhich useaccountingsoftwarefor maintainingits booksofaccount,touseonlysuchaccountingsoftwarefrom1April2023whichhasafeatureofrecordingaudittrailofeachandeverytransaction, creatinganeditlogofeachchangemadeinthebooksofaccountalongwiththedatewhensuchchangesweremadeandensuringthattheaudittrail cannot be disabled. TheCompanyanditssubsidiaryinIndiahaveusedan accountingsoftwareformaintainingtheirbooksofaccountwhichhas afeatureofrecording audittrail(editlog)facility.However,theaudittrail(editlog)featurecouldnotsufficientlydemonstratewhetherthesamewasenabledandoperated effectivelyduringtheperiod1April2023to11November2024.Further,theaudittrailfeaturewasnotenabledatthedatabaseleveltologanydirect data changes for the said software for aforementioned period. TheCompanyand its subsidiaryin India have used another accountingsoftware for maintainingsales, purchase and inventoryrecords which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the softwareattheapplicationlevel.However,theaudittrailfeaturewasnotenabledatthedatabaselevelfrom1April2023to6November2024tolog anydirectdatachangesforthesaidsoftware.Presently,theaccesstodatabasecontinuestoberestrictedtolimitedsetofuserswhonecessarilyrequire this access for maintenance and administration of the database. Furthermore,otherthantheperiodmentionedabovewhereaudittrailwasnotenabled/available,theaudittrailhasbeenpreservedasperthestatutory requirements for record retention. 61 Other statutory information i.TheGroupdoesnothaveanyundisclosedincome,whichhasnotbeenrecordedinthebooksofaccountthathasbeensurrenderedordisclosedas incomeduringtheyearinthetaxassessmentunderthe IncomeTaxAct,1961(suchas,searchorsurveyoranyotherrelevantprovisionsoftheIncome Tax Act, 1961). ii.NoproceedingshavebeeninitiatedorpendingagainsttheGroupforholdinganybenamipropertyundertheBenamiTransactions(Prohibitions)Act, 1988 (45 of 1988) and the rules made thereunder. iii. The Group has not traded or invested in crypto currency or virtual currency during the current year or previous year. iv. The Group has not been declared a wilful defaulter by any bank/financial institution/government authority. v. The Group has not undertaken any transaction with another company whose name have been struck off. vi. The Group has not granted any loan to promoter, directors or KMPs, severally or jointly with any other person, during the year. vii. The Group has no working capital limit sanctioned by banks or financial institutions based on the security over current assets. viii.a)TheGrouphasnotadvancedorloanedorinvestedfundstoanyotherperson(s)orentity(ies),includingforeignentities(Intermediaries)withthe understandingthattheIntermediaryshall,directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoron behalf of the Group (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. viii. b) The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whetherrecordedinwritingorotherwise)thattheGroupshall,directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedinanymanner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. 305Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Notes to the Restated Consolidated Financial Information (₹ in million, except for share data and, if otherwise stated) ix. The Group has complied with thenumber of layers prescribed under clause (87) of Section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 during the reporting years. x. The Group has not entered into any scheme of arrangement which has an accounting impact on the current or previous financial years. These are the notes to the Restated Consolidated Financial Information referred to in our report of even date. For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants of Purple Style Labs Limited Firm Registration No. 001076N/ N500013 Rakesh R. Agarwal Abhishek Agarwal Abhinav Agarwal Partner Whole-time director and Whole-time director and Chief Executive Officer Chief Business Officer Membership No. : 109632 DIN : 07237807 DIN : 07178846 Place: Mumbai Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 Date: 12 September 2025 For Kedia & Agrawal Umesh Pawan Choudhary Gulshan Mumtaz Khan Chartered Accountants Chief Financial Officer Company Secretary and Firm Registration No. 140989W Compliance Officer Membership No: A57061 Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 Sunil Kumar Kedia Partner Membership No: 427613 Place: Mumbai Date: 12 September 2025 306Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Summary Statement of Restatement Adjustments (₹ in million, except for share data and, if otherwise stated) Summary Statement of Restatement Adjustments The accounting policies set out in notes 2 and 3 have been applied in preparing the restated consolidated financial information for the year ended 31 March 2025, 31 March 2024, 31 March 2023 and in the preparation of an opening Ind AS Balance Sheet as at 1 April 2022 ("Date of transition"). Fortheyearsuptoandincludingtheyearended31March2024,theGroupprepareditsstatutorypurposeconsolidatedfinancialstatementsinaccordancewithAccounting StandardsprescribedunderSection133oftheAct,readwiththeCompanies(AccountingStandards)Rules,2021.TheRestatedConsolidatedFinancialInformationhas beencompiledbythemanagementfromtheauditedspecialpurposeIndASconsolidatedfinancialstatementsoftheGroupfortheyearsended31March2025,31March 2024 and 31 March 2023. (Refer note 2A for basis of preparation). Details of restatement adjustments and explanatory information ThereisnodifferencebetweenRestatedConsolidatedFinancialInformationandauditedspecialpurposeIndASconsolidatedfinancialstatementsoftheGroupasreferred earlier. For details in relation to exceptions and exemptions availed by the Company on first time adoption of Ind AS, refer note 48. A. Reconciliations between the Restated Consolidated Financial Information and statutory purpose consolidated financial statements of the Group is set out below: 1) Reconciliation between profit/(loss) after tax as per audited statutory consolidated financial statements and as per Restated Consolidated Financial Information: Explanatory Year ended Year ended Year ended Particulars notes 31 March 2025 31 March 2024 31 March 2023 Profit/(loss) after tax as per audited statutory financial statements (A) (1,883.83) (456.83) (380.41) Adjustments on account of transition to Ind AS Depreciation on right of use assets B.1 - 341.71 256.38 Interest expenses on lease liabilities B.1 - 236.38 156.32 Reversal of rent and related expenses B.1 - (457.17) (351.91) Interest income on lease deposits B.2 - (19.03) (13.34) Recognition of expected credit losses as per Ind AS 109 B.7 - (0.02) 0.04 Actuarial gains and losses reclassified to OCI B.6 - (2.44) (1.34) Fair value changes for equity investment B.4 - (15.67) - Fair valuation of loan to employees B.3 - (0.21) (0.15) Impact of above on staff welfare expenses B.3 - 0.18 0.10 Reversal of goodwill amortisation B.5 - (65.42) (13.67) Prepaid expenses recognised B.1 - 1.96 1.05 Total adjustments on account of transition to Ind AS (B) - 20.27 33.48 Other adjustment (C) Reversal of goodwill amortisation B.8 1.67 - - Netprofit/(loss)asperRestatedConsolidatedFinancialInformation(A)-(B)- (1,885.50) (477.10) (413.89) (C) Other comprehensive income/(loss) - Remeasurement of the defined benefit plans (loss) B.6 (1.37) (2.43) (1.34) - Exchange difference on translation of foreign operation (5.88) (8.62) 0.01 Total comprehensive income/(loss) as per Restated Consolidated Statement of (1,892.75) (488.15) (415.22) Profit and Loss 2) Reconciliation between total equity as per audited statutory consolidated financial statements and as per Restated Consolidated Financial Information: Explanatory As at As at As at As at Particulars notes 31 March 2025 31 March 2024 31 March 2023 1 April 2022 Total equity as per audited statutory financial statements (A) 1,174.97 525.09 686.11 546.99 Adjustments on account of transition to Ind AS Recognition of lease liability B.1 - (1,933.44) (1,213.74) (747.86) Recognition of right of use assets B.1 - 1,843.17 1,172.83 739.23 Derecognition of rent equalisation reserve B.1 - 48.43 33.41 - Derecognition of prepaid rent B.1 - (6.27) (6.06) (6.06) Reversal of goodwill amortisation B.5 - 79.09 13.67 - Fair valuation of security deposit B.2 - (164.99) (94.43) (43.81) Fair valuation for equity investment B.4 - 15.67 - - Fair valuation of loan to employees B.3 - 0.36 0.15 0.03 Impact of above on staff welfare expenses B.3 - (0.27) (0.09) (0.02) Recognition of expected credit losses as per Ind AS 109 B.7 - (0.03) (0.06) (0.01) Prepaid expenses recognised B.1 - 1.96 1.05 0.15 Total adjustments on account of transition to Ind AS (B) - (116.32) (93.27) (58.35) Other adjustment (C) Reversal of goodwill amortisation B.8 12.00 - - - Total equity as per Restated Consolidated Statement of Assets and Liabilities 1,186.97 408.77 592.84 488.64 (A)+(B)+(C) 307Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Summary Statement of Restatement Adjustments (₹ in million, except for share data and, if otherwise stated) 3) Reconciliation between cashflows as per audited statutory consolidated financial statements and as per Restated Consolidated Financial Information: Statement showing impact on cash flows for the year ended 31 March 2024: Previous Particulars Adjustments As per Ind AS GAAP Cash flow from operating activities (706.62) 393.18 (313.44) Cash flow from investing activities (167.86) - (167.86) Cash flow from financing activities 830.70 (393.18) 437.52 Net increase/(decrease) in cash and cash equivalent (43.78) - (43.78) Statement showing impact on cash flows for the year ended 31 March 2023: Previous Particulars Adjustments As per Ind AS GAAP Cash flow from operating activities (740.23) 298.34 (441.89) Cash flow from investing activities (125.58) - (125.58) Cash flow from financing activities 770.00 (298.34) 471.66 Net increase/(decrease) in cash and cash equivalent (95.81) - (95.81) IndASadoptionhasnoimpactonnetincrease/decreaseincashandcashequivalentfortheyearended31March2024and31March2023ascomparedtotheprevious GAAP.TheadjustmentdisclosedaboveisprimarilyonaccountofpaymentofleaseliabilitiesclassifiedasfinancingactivityunderIndASframeworkwhereasitwaspart of operating activity under previous GAAP. B. Explanations to reconciliation statements: 1) Lease liability and right of use assets: OntransitiontoIndAS,theGrouprecognisedleaseliabilitiesinrelationtoleaseswhichhadpreviouslybeenclassifiedas‘operatingleases’underpreviousGAAP.These liabilitiesaremeasuredatthepresentvalueoftheremainingleasepayments,discountedusingthelessee’sincrementalborrowingrateasonthetransitiondatewitha correspondingdebittorightofuseasset,afteradjustingamountofanyprepaidoraccruedleasepaymentsrelatingtotheleaserecognised.UnderpreviousGAAP,rentpaid wasshownasanexpenseonastraightlinebasis.However,underIndAS,interestisaccruedonleaseliabilities,rentpaidisshownasdeductiontoleaseliabilitiesand depreciationischargedonrightofuseassetovertheleaseperiod. Brokerage,stampdutyandregistrationexpensesincurredonleasesarerequiredtobeconsideredunder IndAS116.Accordingly,theamountconsideredforleaseaccountingposttransitiondatehasbeenreinstated.Further,prepaidexpensedisclosedintheabovetablerelates to stamp duty paid for leases which are commencing in subsequent financial year. 2) Security deposit: UnderpreviousGAAP,refundableleasesecuritydepositswererecognisedandcarriedattheirrespectivetransactionamounts.UnderIndAS,suchdepositsarecarriedat thefairvalue.Thefairvalueisdeterminedasthepresentvalueofthedepositamount.Thedifferencebetweenthefairvalueandthecarryingvalueistreatedasprepaidrent andisaddedintherightofuseasset.Theleasedepositsaresubsequentlymeasuredatamortisedcost.Interestincomeonleasedepositsisrecognisedusingtheeffective interest rate. 3) Financial instruments: UnderpreviousGAAP,financialassetsandfinancialliabilitiesweretypicallycarriedatthecontractualamountreceivableorpayable.UnderIndAS,financialinstruments carried at amortisedcost areinitiallyrecognised at fair value, and subsequentlymeasured at amortised cost,at effectiveinterest rate.For certain financial assets and financialliabilities,thefairvaluethereofatthedateoftransitiontoIndAShasbeenconsideredasthenewamortisedcostofthatfinancialassetandfinancialliabilityatthe date of transition to Ind AS. UnderIndAS,theinterest-freeemployeeloanis fair valued at themarket rateand is subsequentlymeasuredat amortisedcost. Interest income on employee loanis recognisedusingtheeffectiveinterestrate.Thedifferencebetweenthefairvalueandthecarryingvalueofloanistreatedasprepaidstaffwelfarecostandthesameis expensed out over the tenure of the loan. 4) Fair valuation of investment: Under the previous GAAP, long term investments were accounted at cost less decline, other than temporary decline, in the value of long term investment. Current investmentswereaccountedatcostorfairvalue,whicheverislower.UndertheIndAS,suchinvestmentshavebeenmeasuredatfairvaluethroughprofitandlossonthe date of transition to Ind AS and fair value changes after the date of transition have been recognised in the Restated Consolidated Statement of Profit and Loss. 5) Reversal of goodwill amortization: Under previous GAAP, goodwill arising on acquisition is amortised on straight-line basis over the period of 5 years from the date of acquisition. Under Ind AS, amortisationofgoodwillarisingonbusinesscombinationisprohibitedandgoodwillisrequiredtobetestedforimpairmentannually.Accordingly,amountsamortisedpost transition date have been reinstated. 6) Actuarial gain/loss on defined benefit obligation: UnderthepreviousGAAP,thesere-measurementeffectswereformingpartoftheprofitandlossfortheyear.UndertheIndAS,re-measurementsi.e.actuarialgains/losses excluding amounts included in the net interest expenses on the net defined benefit liability are recognized in other comprehensive income instead of profit and loss. 308Purple Style Labs Limited (Formerly known as Purple Style Labs Private Limited) Summary Statement of Restatement Adjustments (₹ in million, except for share data and, if otherwise stated) 7) Expected credit loss on financial assets: UnderthepreviousGAAP,theprovisionfordoubtfuldebtswererecognizedbasedontheoutstandingperiodofreceivablesandpolicyframedbytheGroupi.e.whenthere isanobjectiveevidenceofimpairment.UndertheIndAS,animpairmentlossshallberecognizedaspertheexpectedcreditlossesmodelonallfinancialassets(otherthan those measured at fair value through profit or loss.) 8) Other adjustment: TheGrouphasoptedfordeemedcostexemptiontorecogniseitsproperty,plantandequipmentandintangibleassets(includinggoodwill)attheirrespectivecarrying amountsinthefinancialstatementsasthedateoftransitiontoIndAS.However,forthepurposeofstatutoryreporting,thedateoftransitiontoIndASis1April2023and forthepurposeofpreparationofRestatedConsolidatedFinancialInformation,thedateoftransitionis1April2022.Accordingly,intheRestatedConsolidatedFinancial Information,theGrouphasrecognisedgoodwillatitscarryingvaluesason1April2022.Consequently,theamortisationfortheyearended31March2023chargedunder previous GAAP has been reversed in the Restated Consolidated Financial Information. C Material regroupings/ reclassification Appropriateregrouping/reclassificationhavebeenmadeintheRestatedConsolidatedStatementofAssetsandLiabilities,RestatedConsolidatedStatementofProfitand Loss, Restated Consolidated Statement of Changes in Equity and Restated Consolidated Statement of Cash flows, wherever required, by reclassification of the correspondingitemsofincome,expenses,assets,liabilities,equityandcashflows,inordertobringtheminlinewiththeaccountingpoliciesandclassificationasperthe Audited Special Purpose Ind AS Consolidated Financial Statements for year ended 31 March 2025. This is the Summary Statement of Restatement Adjustments referred to in our report of even date. For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants of Purple Style Labs Limited Firm Registration No. 001076N/ N500013 Rakesh R. Agarwal Abhishek Agarwal Abhinav Agarwal Partner Whole-time director and Whole-time director and Chief Executive Officer Chief Business Officer Membership No. : 109632 DIN : 07237807 DIN : 07178846 Place: Mumbai Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 Date: 12 September 2025 For Kedia & Agrawal Umesh Pawan Choudhary Gulshan Mumtaz Khan Chartered Accountants Chief Financial Officer Company Secretary and Firm Registration No. 140989W Compliance Officer Membership No: A57061 Place: Mumbai Place: Mumbai Date: 12 September 2025 Date: 12 September 2025 Sunil Kumar Kedia Partner Membership No: 427613 Place: Mumbai Date: 12 September 2025 309OTHER FINANCIAL INFORMATION The accounting ratios derived from the Restated Consolidated Financial Information as required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given below: As at and for the Fiscal ended Fiscal ended March Fiscal ended March 31, 2025 31, 2024 March 31, 2023 Basic Earnings per equity share attributable to the owners of the (29.03) (7.46) (6.69) Company(1) (in ₹) Diluted Earnings per equity share attributable to the owners of the (29.03) (7.46) (6.69) Company (2) (in ₹) Return on Net Worth(3) (%) (158.85) (116.72) (69.81) Net Asset Value per Equity Share(4) (in ₹) 18.27 6.39 9.58 Profit/(loss) after tax (in ₹ million) (1,885.50) (477.10) (413.89) EBITDA (5) (in ₹ million) 419.88 316.28 21.96 1. Basic earnings/(losses) per Equity Share (₹) = Net profit/(loss) after tax attributable to equity shareholders divided by the weighted average number of basic shares outstanding (including preference shares which are compulsorily convertible into equity shares) after considering the effect of bonus shares. The bonus shares are issued subsequent to the latest period reported in the Restated Consolidated Financial Information. 2. Diluted earnings/(losses) per Equity Share (₹) = Net profit/(loss) after tax attributable to equity shareholders divided by the weighted average number of diluted shares outstanding (including preference shares which are compulsorily convertible into equity shares) after considering the effect of bonus shares. This also includes effect of potential equity shares which are dilutive (pertaining to ESOP 2024 and partly paid up shares) outstanding at the end of relevant Fiscal year. The bonus shares are issued subsequent to the latest period reported in the Restated Consolidated Financial Information. Being anti-dilutive owing to losses during the reporting periods, the diluted EPS has been capped to the amount of basic EPS in all the reported periods. 3. Return on Net Worth (RoNW) (%) is computed as Profit/(loss) after tax for the Fiscal/period attributable to the equity shareholders of the Company divided by Net worth of the Company at the end of the Fiscal/period. 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, as per the audited balance sheet, 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. 4. Net Asset Value per equity share represents Net worth attributable to equity holders of our Company as at the end of relevant Fiscal, as restated, divided by the weighted average number of Equity Shares (including preference shares which are compulsorily convertible into equity shares) outstanding at the end of relevant Fiscal after considering the adjustment of bonus shares issued subsequent to latest period reported in the Restated Consolidated Financial Information. Our Company carried a bonus issuance of 999 equity shares per every 1 fully paid-up share, allotted on August 30, 2025 with August 29, 2025 as the record date. The impact of the issue of bonus shares are retrospectively considered for the computation of net asset value per equity share as per the requirement / principles of Ind AS 33, as applicable. The Net Asset Value per Equity Share has been calculated for all periods presented after giving effect to such bonus in accordance with applicable accounting standards. 5. EBITDA refers to earnings before interest, taxes, depreciation and amortisation which has been arrived at by adding tax finance costs, depreciation and amortisation expense to the Profit/(loss) before exceptional item and tax for the year. For reconciliation of Non-GAAP measures, see “– Reconciliation of Non-GAAP Measures” on page 311. In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of (i) our Company; and (ii) the audited financial statements of our Material Subsidiary and Purple Style Labs UK Limited for Fiscals 2025, 2024, and 2023, together with all annexures, schedules and notes thereto (“Audited Financial Statements”) are available on our website at www.purplestylelabs.com/investor-relations. Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR Regulations. The Audited Financial Statements do not constitute, (i) a part of this Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document or recommendation or solicitation to purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere. The Audited Financial Statements and the reports thereon should not be considered as part of information that any investor should consider when subscribing for or purchasing any securities of our Company and should not be relied upon or used as a basis for any investment decision. None of our Company or any of its advisors, nor BRLMs, nor any of their respective employees, directors, affiliates, agents, trustees or representatives accept any liability whatsoever for any loss, direct or indirect, arising from reliance placed on any information presented or contained in the Audited Financial Statements, or the opinions expressed therein. Non-generally accepted accounting principles financial measures (“Non-GAAP Financial Measures”) This Draft Red Herring Prospectus includes certain Non-GAAP financial measures and other statistical information relating to our operations and financial performance (together, “Non-GAAP Measures” and each a “Non-GAAP Measure”), as presented below. These Non-GAAP financial measures are not required by or presented in accordance with Ind AS and are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance with Ind AS, IFRS or U.S. GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, 310investing or financing activities derived in accordance with Ind AS. In addition, these Non-GAAP Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non- GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance. Reconciliation of Non-GAAP Measures Reconciliation for the various Non-GAAP Measures included in this Draft Red Herring Prospectus are given below: Reconciliation from Revenue from Operation to Gross Profit and Gross Profit Margin (%) (in ₹ million, unless otherwise stated) Particulars For the Financial Year ended For the Financial Year For the Financial Year March 31, 2025 ended March 31, 2024 ended March 31, 2023 Revenue from operations (A) 4,899.09 5,043.73 3,691.93 Cost of materials consumed (B) 12.90 32.31 64.5 Purchases of stock-in-trade (C) 3,025.87 3474.8 2682.54 Changes in inventories of finished goods, stock- (200.04) (532.12) (600.35) in-trade and work-in-progress (D) Gross Profit (E=A-B-C-D) 2,060.36 2,068.74 1,545.24 Gross Profit Margin (F=E/A) (in %) 42.06 41.02 41.85 Reconciliation from Profit /(loss)after tax for the year to EBITDA and EBITDA Margin (in ₹ million, unless otherwise stated) Particulars For the Financial Year ended For the Financial Year For the Financial Year March 31, 2025 ended March 31, 2024 ended March 31, 2023 Profit/(loss) after tax (A) (1,885.50) (477.10) (413.89) Tax expense/(credit), net (B) - - - Exceptional item - expense/(income) (C) 1,227.68 - (106.47) Finance costs (D) 529.73 407.57 250.60 Depreciation and amortisation expenses (E) 547.97 385.81 291.72 EBITDA (F=A+B+C+D+E) 419.88 316.28 21.96 Revenue from operations (G) 4,899.09 5,043.73 3,691.93 EBITDA Margin (H=F/G) (in %) 8.57 6.27 0.59 Reconciliation from Profit/(loss) after for the year to EBIT and EBIT Margin (in ₹ million, unless otherwise stated) Particulars For the Financial Year ended For the Financial Year For the Financial Year March 31, 2025 ended March 31, 2024 ended March 31, 2023 Profit/(loss) after tax (A) (1,885.50) (477.10) (413.89) Tax expense/(credit), net (B) - - - Exceptional item - expense/(income) (C) 1,227.68 - (106.47) Finance costs (D) 529.73 407.57 250.60 EBIT (E=A+B+C+D) (128.09) (69.53) (269.76) Revenue from operations (F) 4,899.09 5,043.73 3,691.93 EBIT (E=A+B+C+D) (in %) (2.61) (1.38) (7.31) Reconciliation from Profit/(loss) before exceptional item and tax for the year to PBT (Before Exceptional Items) Margin (in ₹ million, unless otherwise stated) Particulars For the Financial Year ended For the Financial Year For the Financial Year March 31, 2025 ended March 31, 2024 ended March 31, 2023 Profit/(loss) before exceptional item and tax (A) (657.82) (477.10) (520.36) Revenue from operations (B) 4,899.09 5,043.73 3,691.93 PBT (Before Exceptional Items) Margin (13.43) (9.46) (14.09) (C=A/B) (in %) 311Reconciliation from Profit/(loss) before tax for the year to PBT Margin (in ₹ million, unless otherwise stated) Particulars For the Financial Year ended For the Financial Year For the Financial Year March 31, 2025 ended March 31, 2024 ended March 31, 2023 Profit/(loss) before tax (A) (1,885.50) (477.10) (413.89) Revenue from operations (B) 4,899.09 5,043.73 3,691.93 PBT Margin (C=A/B) (in %) (38.49) (9.46) (10.94) Reconciliation from Profit/(loss) after tax for the year to PAT Margin (in ₹ million, unless otherwise stated) Particulars For the Financial Year ended For the Financial Year For the Financial Year March 31, 2025 ended March 31, 2024 ended March 31, 2023 Profit/(loss) after tax (A) (1,885.50) (477.10) (413.89) Revenue from operations (B) 4,899.09 5,043.73 3,691.93 PAT Margin (C=A/B) (in %) (38.49) (9.46) (11.21) Reconciliation from Profit/(loss) after tax for the year to Return on Equity (in ₹ million, unless otherwise stated) Particulars For the Financial Year ended For the Financial Year For the Financial Year March 31, 2025 ended March 31, 2024 ended March 31, 2023 Profit/(loss) after tax (A) (1,885.50) (477.10) (413.89) Equity share capital (B) 0.41 0.29 0.29 Other equity (C) 1,186.56 408.48 592.55 Total Equity (D=B+C) 1,186.97 408.77 592.84 Return on Equity (E=A/D) (in %) (158.85) (116.72) (69.81) Reconciliation from Profit/(loss) before tax to Return on Capital Employed (in ₹ million, unless otherwise stated) Particulars For the Financial Year ended For the Financial Year For the Financial Year March 31, 2025 ended March 31, 2024 ended March 31, 2023 Profit/(loss) before tax (A) (1,885.50) (477.10) (413.89) Exceptional item - expense/(income) (B) 1,227.68 - (106.47) Finance costs (C) 529.73 407.57 250.60 EBIT (D=A+B+C) (128.09) (69.53) (269.76) Total Assets (E) 4,982.51 4,597.52 3,297.45 Total Current Liabilities (F) 2,308.98 2,489.47 1,675.59 Capital Employed (G=E-F) 2,673.53 2,108.05 1,621.86 Return on Capital Employed (D/G) (in %) (4.79) (3.30) (16.63) Related Party Transactions For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e. Ind AS 24 ‘Related Party Disclosures’ for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, and as reported in the Restated Consolidated Financial Information, see “Restated Consolidated Financial Information – Note 47 - Related party disclosures” on page 286. 312MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Consolidated Financial Information, which is included in this Draft Red Herring Prospectus. The following discussion and analysis of our financial condition and results of operations are based on our Restated Consolidated Financial Information, including the related notes and reports, which are prepared under Ind AS, in accordance with requirements of the Companies Act, and restated in accordance with the SEBI ICDR Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries, and our assessment of the factors that may affect our prospects and performance in future periods. Accordingly, the degree to which our Restated Consolidated Financial Information will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the reader’s level of familiarity with Ind AS. This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under “Forward-Looking Statements” and “Risk Factors” on pages 23 and 24, respectively. Unless otherwise indicated or the context requires otherwise, the financial information included herein is based on our Restated Consolidated Financial Information as at and for Fiscals 2025, 2024 and 2023, included in this Draft Red Herring Prospectus. For further information, see “Financial Information” beginning on page 232. Our fiscal year ends on March 31 of each year, and references to a particular Fiscal are to the twelve months ended March 31 of that year. Unless otherwise indicated, industry and market data used in this section have been derived from the report titled “Luxury and Designer Wear Industry Report” dated September 22, 2025 (the “1Lattice Report”) prepared and released by Lattice Technologies Private Limited and exclusively commissioned and paid for by us in connection with the Issue, pursuant to an engagement letter dated April 1, 2025. A copy of the 1Lattice Report is available on the website of our Company at www.purplestylelabs.com/investor- relations. The data included herein includes excerpts from the 1Lattice 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 Issue), that has been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant calendar year. For more information, see “Risks Factors — Certain sections of this Draft Red Herring Prospectus disclose information from the 1Lattice Report which has been prepared exclusively for the Issue and commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks” on page 45. Overview PPUS is one of the largest and fastest growing multi-brand luxury omni-channel fashion platform in India in terms of revenue in FY 2024, serving customers in India and abroad, according to the 1Lattice Report. Our omni-channel platform includes Experience Centers, the online platforms of PPUS including website, mobile application, other telephonic and digital sales channels and events and exhibitions, among others. In Fiscal 2025, the PPUS AOV was ₹56,106.44. We provide carefully curated selections in luxury fashion, sourced from 1,312 Active Designer Brands, as of March 31, 2025. The Designer Brands for which products are available on our platform, include well-known Designer Brands such as Seema Gujral, Anushree Reddy, Amit Aggarwal, Rohit Gandhi & Rahul Khanna and our product categories span across womenswear, menswear, and others including jewelry, accessories and kidswear, with a focus on wedding and occasion wear. Our Omni-channel Platform In February 2018, we purchased the website, along with all related business intellectual property rights, goodwill, fixed and/or moveable assets of Pernia’s Pop-Up Shop through an asset purchase agreement. For further details, see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations or any revaluation of assets, in the last 10 years” on page 207. At the time of the acquisition, Pernia’s Pop-Up Shop was primarily an online-only platform and has since transformed into an omni-channel platform, with Experience Centers and a robust online presence. We opened our first flagship Experience Center in Juhu, Mumbai in 2018 and as of the date of this Draft Red Herring Prospectus, have expanded our physical store presence to 14 Experience Centers globally, 13 of which are in India and one Experience Center is in London, UK. We are also in the process of opening two new Experience Centers on Linking Road, Mumbai and in New York, USA, respectively. 313Count of Experience Centers across the cities in India (as of the date of this Draft Red Herring Prospectus) Mumbai Delhi Bengaluru Chennai Kolkata Ahmedabad Indore Hyderabad Surat 3 3 1 1 1 1 1 1 1 Our Experience Centers in Fort in Mumbai and South Extension in Delhi, which were recently opened in July and June 2025, respectively, range in size from 20,000 to 60,000 square feet in built-up area (“Large Format Experience Centers”), allowing us to offer an immersive shopping environment for customers in our key luxury markets. Our customers can shop through our website, www.perniaspopupshop.com, through our mobile application, available on both Android and iOS, or through our Experience Centers. Through our omni-channel presence, we have served a global base of more than 200,000 Unique Customers from Fiscal 2023 to Fiscal 2025 and have had 18.57 million Unique Visitors on our online platform (i.e., our website and mobile application) in Fiscal 2025 alone. In Fiscal 2025, we served 70,651 customers with a total of 104,856 PPUS No. of Orders. The Total PPUS GMV stood at ₹5,883.10 million in Fiscal 2025, compared with ₹4,660.94 million in Fiscal 2023, reflecting a CAGR of 12.35% and the PPUS AOV was ₹56,106.44 in Fiscal 2025 compared with ₹39,499.84 in Fiscal 2023, reflecting a CAGR of 19.18%. While India remains our largest sales geography, we have established a robust international presence, serving a diverse global customer base across multiple continents. Set out below is a breakdown of the Total PPUS GMV by geography. 314Region Fiscal 2025 2024 2023 PPUS GMV % of Total PPUS GMV % of Total PPUS GMV (₹ % of Total (₹ million) PPUS GMV (₹ million) PPUS GMV million) PPUS GMV India# 4,213.20 71.62% 4,037.20 64.93% 2,836.12 60.85% International US^ 973.57 16.55% 1,384.75 22.27% 1,173.92 25.19% UK# 369.18 6.28% 363.99 5.85% 267.67 5.74% Rest of the World* 327.15 5.55% 432.07 6.95% 383.23 8.22% Total 1,669.90 28.38% 2,180.81 35.07% 1,824.82 39.15% (International) Total PPUS GMV 5,883.10 100.00% 6,218.01 100.00% 4,660.94 100.00% # PPUS GMV of PPUS Omni-channel, including the PPUS GMV from Experience Centers located in the relevant region. ^ The PPUS GMV attributable to the USA is only from our online platform for Fiscals 2023, 2024 and 2025. That said, as of the date of this Draft Red Herring Prospectus, we are in the process of opening an Experience Center in New York. * Rest of the World includes Australia, Canada, the Middle East (including United Arab Emirates, Saudi Arabia, Qatar, Kuwait) and South East Asia (including Singapore), among others. Our value proposition for customers As a discovery platform with a curated assortment of luxury Designer Brands, we provide customers with collections of Indian luxury Designer Brands across a range of product categories, which can be accessed at our Experience Centers as well as online. Our online channels also function as a discovery platform for customers, driving increased foot traffic to our Experience Centers. Our Experience Centers offer customers the ability to physically interact with products, try on apparel and experience the quality and craftsmanship of the products. A key feature of our Experience Centers is the availability of in-store stylists who provide personalized styling advice and assistance. Our value proposition for Designer Brands We offer Indian luxury Designer Brands visibility and access to a large, global customer base, while providing control over brand image and pricing integrity. Furthermore, our platform addresses key challenges faced by Designer Brands in the luxury fashion industry, particularly around visibility, distribution, and access to premium retail environments, according to the 1Lattice Report. As a result, we have been able to maintain relationships with our top Designer Brands, while consistently increasing the sales of these Designer Brands through PPUS Omni-channel. For further details of the PPUS GMV of our top Designer Brands, see “– Multi-brand omni-channel luxury platform in India with a wide portfolio of products and strong designer relationships” on page 171. Management Team Our management team is led by our Promoter, Whole-Time Director and Chief Executive Officer, Abhishek Agarwal. Abhishek is supported by the management team comprising professionals with experience in retail, sales, marketing and product management. Our senior management team is characterized by its dynamism and adaptability, bringing a fresh and innovative approach to the luxury fashion industry. Further, our senior management comprises professionals with strong academic backgrounds, including graduates from premier institutions such as the Indian Institute of Technology. Our Board also includes Abhinav Agarwal, our Whole-Time Director and Chief Business Officer with experience in the operation of multi-brand, luxury omni-channel fashion platform, Harminder Sahni, our Non-Executive Director with experience in the consultancy sector, and Rahul Garg, our Non- Executive director, with experience in private equity investment in banking and finance, consumer and retail sectors. For further details of our Board and senior management, see “Our Management” beginning on page 212. Market opportunity According to the 1Lattice Report, India’s luxury market is valued at ₹1,350 billion in FY 2025, growing at a CAGR of 14% from ₹699 billion in FY 2020. It is further expected to expand to ₹2,314 billion by FY 2030, at a CAGR of 11%. The sector is undergoing a significant transformation, driven by rising income levels and the evolving aspirations of the country’s middle and upper classes. The Indian wedding and occasion wear market is ₹1,800 billion in FY 2025, having grown at a CAGR of 12% from FY 2020 to FY 2025, according to the 1Lattice Report. This upward trajectory is expected to continue, with the market projected to grow at 13% CAGR, reaching ₹3,400 billion by FY 2030. This growth will likely be driven by rising household affluence, increasing discretionary spending, a surge in demand for premium ethnic wear, and the enduring cultural significance of wedding and occasion wear in India, according to the 1Lattice Report. According to the 1Lattice Report, the luxury fashion market in India is characterized by its fragmented nature, with numerous designer brands, franchisee of international brands and distributors operating independently. We have addressed these challenges by successfully aggregating a wide array of Designer Brands and product categories onto a single, cohesive platform. By serving as 315a one-stop shop, we streamline the shopping experience and offer a centralized destination for luxury fashion, enabling us to provide personalized recommendations and a curated selection tailored to each customer’s preferences. According to the 1Lattice Report, despite the growing international recognition and strong brand equity that Indian designer labels have built, the overall distribution network outside India remains limited. There is a notable scarcity of retail stores outside India that offer a comprehensive selection of Indian luxury and occasion wear. According to the 1Lattice Report, this scarcity makes it difficult for international customers to access high-quality, authentic Indian fashion, limiting the global reach and commercial potential of these brands despite their growing appeal. We provide a centralized platform for customers, enabling Designer Brands to reach a broader audience through our services instead of opening their own stores or establishing their own distribution channels and aim to increase the reach of Indian Designer Brand products globally. Further, according to the 1Lattice Report, the growing purchasing power of the overseas Indian community is complemented by the growing global acceptance of Indian culture across fashion, entertainment, and luxury markets. Indian aesthetics, craftsmanship, and traditions are gaining prominence in high fashion, Hollywood, luxury hospitality, and fine jewelry, shaping consumer preferences beyond the Indian community. For instance, according to the 1Lattice Report, Indian wedding wear is highly sought after by both Indian Americans and non-Indians for weddings. Further, according to the 1Lattice Report, Indian luxury fashion has gained significant global recognition, driven by the growing international presence of Indian weddings. As Indian weddings become grand, multicultural celebrations hosted across the world, there is rising demand for high-quality, authentic Indian designer-wear. This globalization of Indian wedding traditions has positioned luxury Indian wedding and occasion wear as highly desirable in key international markets such as the US, UK, Middle East, and Australia, driven by both the Indian diaspora and a broader global audience drawn to the richness and vibrancy of Indian celebrations. Significant Factors Affecting our Financial Condition and Results of Operations Economic environment and changes in trade policies Our business is influenced by the overall economic environment and shifts in consumer behavior. When the broader economy is strong, customers are more likely to spend through our omnichannel platform. Conversely, economic downturns could lead to reduced customer spending, which can negatively affect our financial performance. Various global macroeconomic factors, such as employment levels, trade policies, credit availability, interest rates, and fuel and energy prices can impact customer spending habits and, in turn, impact our operating results. Additionally, periods of low unemployment often lead to increased labor costs for our business. Furthermore, prolonged inflationary pressures can erode consumers’ discretionary income and compress our margins if we are unable to pass increased costs on to customers. Additionally, geopolitical instability or public health crises that disrupt supply chains or dampen consumer confidence may also materially and adversely affect our sales volumes and profitability. In addition, we export our products to the United States, United Kingdom, Australia, Canada, the United Arab Emirates and Southeast Asia. In particular, the United States contributed 16.55%, 22.27%, and 25.19% of our Total PPUS GMV in Fiscals 2025, 2024, and 2023, respectively. In 2025, the United States announced a range of new tariff measures on several major trading partners, including India, Canada, and the European Union. Ongoing changes to these tariffs and international responses have resulted in significant volatility in financial markets and increased economic uncertainty. For example, on August 27, 2025, the United States imposed an additional 25.00% tariff on Indian-origin goods, bringing the total tariff rate to 50.00%. These tariffs may impact Indian businesses, especially those with a substantial export presence in the US market and may result in uncertainties, potentially constraining their market competitiveness and profitability. Such tariff increases may result in our products becoming substantially more expensive for customers and our shipping costs may also increase and it is possible that fewer shipping options may be available to us. The scope, duration, and potential escalation of such trade actions remain uncertain, and we will continue to monitor developments and, where appropriate, adjust our supply-chain and pricing strategies to mitigate any future impact. Designer Brands Our ability to attract and retain customers, drive repeat purchases and grow PPUS AOV is intrinsically linked to the depth and breadth of Designer Brands whose products we sell on our omnichannel platform. As of March 31, 2025, we had relationships with approximately 1,312 active Indian Designer Brands including marquee labels such as Seema Gujral, Anushree Reddy, Amit Aggarwal and Rohit Gandhi & Rahul Khanna. While no single Designer Brand accounted for more than 10% of our Total PPUS GMV in Fiscal 2025, however, our top 100 Designer Brands for Fiscal 2025 together accounted for 71.93% of Total PPUS GMV in the said year. Our business depends on our ability to preserve relationships with established, high-value designers that drive traffic and conversion, and to identify and onboard emerging designer brands to keep our product catalogue fresh and relevant. If a Designer Brand elects to (a) terminate its arrangement with us; (b) move to a competing platform, (c) open its own direct-to-consumer channels, (d) reduce the breadth of SKUs it offers through us, or (e) renegotiate commercial terms (margins, working-capital and return windows) on less favourable bases, we could experience reduced product availability, lower take-rates, inventory write-downs or higher operating costs. In addition, any operational disruption, financial distress, supply-chain constraint or negative publicity affecting our Designer 316Brands could impair their ability or willingness to supply us in a timely manner and damage the perceived quality of our platform. Further, the quality and design of the products, prompt fulfilment of orders, adherence to committed delivery timelines and the willingness of designers to undertake alterations or accept returns for defects are critical to customer satisfaction. Delays, quality failures or refusals by Designer Brands to honour such obligations may lead to customer cancellations, refund claims, reputational harm and the loss of customers. Our failure to do so, or to retain and nurture existing designer relationships, could materially and adversely affect our gross merchandise value, customer acquisition and retention, brand equity and, ultimately, our business, financial condition and results of operations. Customer Retention Customer retention is a critical driver of our business performance, directly influencing both our results of operations and cash flows. Our ability to retain customers is reflected in the increasing proportion of repeat customers and their growing contribution to our overall sales. For Fiscal 2025, repeat customers accounted for 28.05% of our total customers, up from 22.29% in Fiscal 2024 and 18.86% in Fiscal 2023. Similarly, repeat customer orders as a percentage of PPUS No. of Orders increased to 33.57% in Fiscal 2025 from 28.40% in Fiscal 2024 and 25.36% in Fiscal 2023. The share of repeat customer orders in Total PPUS GMV also rose to 30.80% in Fiscal 2025, compared to 26.05% in Fiscal 2024 and 22.63% in Fiscal 2023. These metrics demonstrate our success in customer loyalty and encouraging repeat purchases, which are essential for sustaining revenue growth and reducing customer acquisition costs. Our focus on customer retention has also resulted in a consistent increase in the Average PPUS GMV per customer. In Fiscal 2025, the Average PPUS GMV per customer reached ₹83,269.82, up from ₹67,096.98 in Fiscal 2024 and ₹59,023.17 in Fiscal 2023. This growth in Average PPUS GMV per customer enhances our revenue predictability and supports healthier cash flows, as loyal customers tend to make more frequent and higher-value purchases. Additionally, the contribution of our top 10,000 customers to our Total PPUS GMV has also shown improvement. In Fiscal 2025, the top 10,000 customers accounted for 58.20% of Total PPUS GMV, compared to 52.87% in Fiscal 2024 and 55.93% in Fiscal 2023. The Total PPUS GMV contributed by these customers increased to ₹3,423.81 million in Fiscal 2025 from ₹3,287.36 million in Fiscal 2024 and ₹2,607.03 million in Fiscal 2023. This concentration of sales among our most engaged customers highlights the effectiveness of our retention strategies and the positive impact on our operating results and cash generation. An inability to retain customers would have an adverse effect on our results of operations and cash flows. If we fail to maintain high retention rates, we would need to invest more heavily in customer acquisition, such as increased marketing and promotional expenses. This could in turn erode our margins and reduce profitability. Furthermore, the loss of loyal customers could weaken our brand reputation and diminish the network effects that currently drive both customer and Designer Brand engagement on our platform. As a result, our ability to achieve sustained growth and maintain our competitive position in the luxury fashion market would be compromised. Introduction of new product categories By diversifying our product portfolio beyond womenswear, we are able to address a broader spectrum of customer needs and capture additional market segments, thereby driving incremental revenue growth and enhancing our competitive positioning. We believe there is a dearth of curated, multi-brand offerings in menswear within the Indian luxury fashion market. Our differentiated value proposition, centered on curation, quality, and access to leading Designer Brands, positions us to effectively capture this untapped demand. By leveraging our established expertise in curating and assorting collections for women, we are well- placed to replicate this success in menswear and other categories, further expanding our value proposition and appeal to a wider customer base. Our strategic focus on menswear has already yielded tangible results. The PPUS GMV for the menswear category has been steadily increasing, reaching ₹1,090.78 million in Fiscal 2025, up from ₹960.48 million in Fiscal 2024 and ₹492.90 million in Fiscal 2023. As a proportion of Total PPUS GMV, menswear contributed 18.54% in Fiscal 2025, compared to 15.45% in Fiscal 2024 and 10.58% in Fiscal 2023. The successful introduction and scaling of new product categories such as menswear have contributed to the diversification of our revenue streams, reduced reliance on any single category, and improved our ability to capture new growth opportunities. This has resulted in increased Total PPUS GMV, higher customer engagement, and enhanced brand equity. As we continue to expand and optimize our product portfolio, we expect these initiatives to have a positive impact on our results of operations and support sustained long-term growth. Key Components of our Statement of Profit and Loss The following descriptions set forth information with respect to the key components of our profit and loss statement. Income Total income consists of revenue from operations and other income. 317Revenue from operations Revenue from operations includes sale of goods, in relation to the sale of products through PPUS Omni-channel, and sale of services including logistics and ancillary services related to the sale of goods to customers, and other support services. Other income Other income primarily includes interest income on financial assets measured at amortised costs, including on fixed deposits, loans to employees and lease deposits, interest on income tax refund and other income such as fair value gain on financial assets carried at FVTPL, foreign exchange gain (net) and miscellaneous income. Cost of materials consumed Cost of materials consumed primarily includes the cost of raw materials for materials such as fabrics, threads, embellishments, dying colors, and also in the production of in-house brands such as Wendell Rodricks. Purchases of stock-in-trade Purchases of stock-in-trade consists of the cost of acquiring products which we sell through our omnichannel distribution network. Changes in inventories of finished goods, work-in-progress and stock-in-trade Changes in inventories of finished goods, work-in-progress and stock-in-trade reflects the difference between our inventories at the start of the year and the end of the year. Employee benefits expense Employee benefits expense primarily consists of salaries, wages and bonus, contribution to provident and other funds, gratuity expense and staff welfare expenses. Finance costs Finance costs primarily consist of interest on financial liabilities measured at amortized costs in relation to non-convertible debentures, others, lease liabilities and interest on late payment of statutory dues and other borrowing costs (primarily related to expenses of fees and charges towards availing borrowings). Depreciation and amortization expense Depreciation and amortization expense primarily relates to depreciation of our property, plant and equipment, amortization of intangible assets, depreciation of right of use assets and impairment of goodwill. Other expenses Other expenses primarily consist of sales and marketing expenses, courier and shipping charges, utilities expenses, payment gateway charges, legal and professional charges, housekeeping and security charges, repair and maintenance charges, technology expenses, among others. Exceptional Items – expenses/(income). Exceptional Items comprise one-time expenses/income such as employee share-based payment expense and reversal of share-based payment expense. 318Results of Operations The following table sets forth certain information with respect to our results of operations for the years ended March 31, 2025, 2024 and 2023: Fiscal 2025 2024 2023 Particulars % of total % of total % of total (₹ million) (₹ million) (₹ million) income income income Income Revenue from operations 4,899.09 99.17% 5,043.73 98.89% 3,691.93 99.41% Other income 40.92 0.83% 56.60 1.11% 21.82 0.59% Total income 4,940.01 100.00% 5,100.33 100.00% 3,713.75 100.00% Expenses Cost of materials consumed 12.90 0.26% 32.31 0.63% 64.50 1.74% Purchases of stock-in-trade 3,025.87 61.25% 3,474.80 68.13% 2,682.54 72.23% Changes in inventories of finished goods, (200.04) (4.05)% (532.12) (10.43)% (600.35) (16.17)% work-in-progress and stock-in-trade Employee benefit expenses 662.08 13.40% 586.86 11.51% 441.37 11.88% Finance costs 529.73 10.72% 407.57 7.99% 250.60 6.75% Depreciation and amortization expenses 547.97 11.09% 385.81 7.56% 291.72 7.86% Other expenses 1,019.32 20.63% 1,222.20 23.96% 1,103.73 29.72% Total expenses 5,597.83 113.32% 5,577.43 109.35% 4,234.11 114.01% Profit/(loss) before exceptional item (657.82) (13.32)% (477.10) (9.35)% (520.36) (14.01)% and tax Exceptional item – expense/(income) 1,227.68 24.85% - - (106.47) (2.87)% Profit/(loss) before tax (1,885.50) (38.17)% (477.10) (9.35)% (413.89) (11.14)% Tax expense/(credit), net Current tax - - - - - - Deferred tax - - - - - - Profit/(loss) after tax (1,885.50) (38.17)% (477.10) (9.35)% (413.89) (11.14)% Other comprehensive income/(loss), net (7.25) (0.15)% (11.05) (0.22)% (1.33) (0.04)% of tax Total comprehensive income/(loss) (1,892.75) (38.31)% (488.15) (9.57)% (415.22) (11.18)% Fiscal 2025 compared to Fiscal 2024 Total Income. Our total income decreased by 3.14% to ₹4,940.01 million in Fiscal 2025 from ₹5,100.33 million in Fiscal 2024, primarily due to decrease in our Revenue from operations and Other income. Revenue from operations. Our Revenue from operations decreased by 2.87% to ₹4,899.09 million in Fiscal 2025 from ₹5,043.73 million in Fiscal 2024 primarily due to the reasons indicated below. Sale of goods decreased by 1.12% to ₹4,833.91 million in Fiscal 2025 from ₹4,888.50 million in Fiscal 2024 primarily on account of the gradual and strategic decision to reduce lower valued products in an effort to increase PPUS AOV, which led to a corresponding decrease in the sale of products. This decrease was offset by the growth in revenue from higher value products and our menswear product category. Sale of services decreased by 58.01% to ₹65.18 million in Fiscal 2025 from ₹155.23 million in Fiscal 2024 primarily on account of our reduced focus on ancillary services such as consulting, styling, marketing and management services, information technology related consulting and support services. Other income. Other income decreased by 27.70% to ₹40.92 million in Fiscal 2025 from ₹56.60 million in Fiscal 2024 primarily due to a decrease in fair value gain on financial asset carried at FVTPL by 74.92% to ₹3.93 million in Fiscal 2025 from ₹15.67 million in Fiscal 2024 on account of lower revaluation gains, and a decrease in foreign exchange gain (net) by 49.67% to ₹6.09 million in Fiscal 2025 from ₹12.10 million in Fiscal 2024 due to lower currency fluctuations. This was marginally offset by an increase in interest income on financial assets measured at amortised costs – lease deposits to ₹26.21 million in Fiscal 2025 from ₹19.03 million in Fiscal 2024 on account of an increase in lease deposits during Fiscal 2025, on account of expansion to Large Format Experience Centers. Expenses. Total expenses increased by 0.37% to ₹5,597.83 million in Fiscal 2025 from ₹5,577.43 million in Fiscal 2024 primarily due to increases in employee benefits expenses, finance costs and depreciation and amortisation expenses for the reasons set out below. 319Cost of materials consumed. Cost of material consumed decreased by 60.07% to ₹12.90 million in Fiscal 2025 from ₹32.31 million in Fiscal 2024 primarily due to our reduced focus on our in-house brands leading to lower production volumes. Purchase of stock-in-trade. Purchase of stock-in-trade decreased 12.92% to ₹3,025.87 million in Fiscal 2025 from ₹3,474.80 million in Fiscal 2024 due to lower purchase of inventory, in line with our decision to optimize operations. Changes in inventories of finished goods, work-in progress and stock-in-trade. Changes in inventories of finished goods, work-in progress and stock-in-trade were ₹(200.04) million in Fiscal 2025 compared with ₹(532.12) million in Fiscal 2024. Employee benefits expenses. Our employee benefits expenses increased by 12.82% to ₹662.08 million in Fiscal 2025 from ₹586.86 million in Fiscal 2024 primarily on account of increase in salaries, wages and bonus, which increased by 12.51% to ₹618.55 million in Fiscal 2025 from ₹549.76 million in Fiscal 2024. This increase was primarily due to annual increments as well as an increase in on-roll permanent employees to 1,058 as of March 31, 2025 from 994 as of March 31, 2024. Finance costs. Our finance costs increased by 29.97% to ₹529.73 million in Fiscal 2025 from ₹407.57 million in Fiscal 2024. This was primarily due to an increase in interest on financial liabilities measured at amortized cost – non-convertible debentures by 42.03% to ₹165.38 million in Fiscal 2025 from ₹116.44 million in Fiscal 2024 on account of higher borrowings, an increase in interest on financial liabilities measured at amortized cost – others by 139.32% to ₹56.60 million in Fiscal 2025 from ₹23.65 million in Fiscal 2024 due to increased working capital requirements, and an increase in interest on financial liabilities measured at amortized cost – lease liabilities by 15.56% to ₹273.15 million in Fiscal 2025 from ₹236.38 million in Fiscal 2024 due to expansion of leased Experience Center space. Depreciation and amortization expense. Depreciation and amortization increased by 42.03% to ₹547.97 million in Fiscal 2025 from ₹385.81 million in Fiscal 2024 primarily due to an increase in depreciation on property, plant and equipment by 212.58% to ₹128.22 million in Fiscal 2025 from ₹41.02 million in Fiscal 2024 due to accelerated depreciation on account of change in useful life of certain classes of assets based on management’s estimate in Fiscal 2025 and an increase in depreciation of right of use assets by 17.71% to ₹402.22 million in Fiscal 2025 from ₹341.71 million in Fiscal 2024 on account of expansion and addition of Experience Centers. Other expenses. Our other expenses decreased by 16.60% to ₹1,019.32 million in Fiscal 2025 from ₹1,222.20 million in Fiscal 2024 primarily due to decreases in the following expenses: Sales and marketing expenses, which decreased by 38.71% to ₹331.68 million in Fiscal 2025 from ₹541.13 million in Fiscal 2024, primarily on account of optimization of advertising and marketing campaigns. Courier and shipping charges, which decreased by 22.74% to ₹213.50 million in Fiscal 2025 from ₹276.35 million in Fiscal 2024, due to lower number of orders delivered in Fiscal 2025 consistent with the strategic decision to reduce products with lower price point. Exceptional item – expense/(income). Our exceptional items – expense/(income), increased to ₹1,227.68 million in Fiscal 2025 from Nil in Fiscal 2024 on account of employee compensation expenses accounted towards grant of employee stock options in Fiscal 2025 to certain eligible employees. Profit/(loss) before tax. For the reasons discussed above, our loss before tax was ₹1,885.50 million in Fiscal 2025 compared to ₹477.10 million in Fiscal 2024. Total tax expenses. Our total tax expense was Nil in Fiscals 2025 and 2024. Profit/(loss) after tax. For the various reasons discussed above, our loss for the year was ₹1,885.50 million in Fiscal 2025 compared to ₹477.10 million in Fiscal 2024. Fiscal 2024 compared to Fiscal 2023 Our total income increased by 37.34% to ₹5,100.33 million in Fiscal 2024 from ₹3,713.75 million in Fiscal 2023, primarily due to an increase in our Revenue from operations. Revenue from operations. Our revenue from operations increased by 36.61% to ₹5,043.73 million in Fiscal 2024 from ₹3,691.93 million in Fiscal 2023 primarily due to an increase in sale of goods as set out below. 320Sale of goods increased by 51.68% to ₹4,888.50 million in Fiscal 2024 from ₹3,222.83 million in Fiscal 2023 primarily on account of expansion of Experience Center space, the expansion of menswear category, an increase in PPUS No. of Orders as well as higher PPUS AOV. Sale of services decreased by 66.91% to ₹155.23 million in Fiscal 2024 from ₹469.10 million in Fiscal 2023 primarily on account of our reduced focus on ancillary services such as consulting, styling, marketing and management services, and information technology related consulting and support services. Other income. Other income increased by 159.40% to ₹56.60 million in Fiscal 2024 from ₹21.82 million in Fiscal 2023 primarily due to an increase in other non-operating income – fair value gain on financial assets carried at FVTPL by 179.32% to ₹15.67 million in Fiscal 2024 from ₹5.61 million in Fiscal 2023 on account of higher revaluation gains, and an increase in other non- operating income – foreign exchange gain (net) by 387.90% to ₹12.10 million in Fiscal 2024 from ₹2.48 million in Fiscal 2023 on account of favorable currency movements. Expenses. Total expenses (before exceptional items) increased by 31.73% to ₹5,577.43 million in Fiscal 2024 from ₹4,234.11 million in Fiscal 2023 primarily due to an increase in purchases of stock-in-trade, employee benefits expense, finance costs and other expenses. Cost of materials consumed. Cost of material consumed decreased by 49.91% to ₹32.31 million in Fiscal 2024 from ₹64.50 million in Fiscal 2023 primarily due to our reduced focus on our in-house brands leading to lower production volumes. Purchase of stock-in-trade. Purchase of stock-in-trade increased 29.53% to ₹3,474.80 million in Fiscal 2024 from ₹2,682.54 million in Fiscal 2023 primarily due to the space expansion of our Experience Centers and due to increase in Sale of goods. Changes in inventories of finished goods, stock-in-trade and work-in-progress. Changes in inventories of finished goods, stock-in- trade and work-in-progress were ₹(532.12) million in Fiscal 2024 compared with ₹(600.35) million in Fiscal 2023. Employee benefits expenses. Our employee benefits expenses increased by 32.96% to ₹586.86 million in Fiscal 2024 from ₹441.37 million in Fiscal 2023 primarily on account of increase in salaries, wages and bonus, which increased by 33.44% to ₹549.76 million in Fiscal 2024 from ₹412.00 million in Fiscal 2023. This increase was primarily due to annual increments as well as an increase in on-roll permanent employees to 994 as of March 31, 2024 from 861 as of March 31, 2023. Finance costs. Our finance costs increased by 62.64% to ₹407.57 million in Fiscal 2024 from ₹250.60 million in Fiscal 2023. This was primarily due to higher borrowings and increased lease liabilities. Depreciation and amortization expense. Depreciation and amortization increased by 32.25% to ₹385.81 million in Fiscal 2024 from ₹291.72 million in Fiscal 2023 primarily due to an increase in depreciation on property, plant and equipment by 32.62% to ₹41.02 million in Fiscal 2024 from ₹30.93 million in Fiscal 2023 on account of capital expenditure towards expansion of Experience Centers and an increase in depreciation of right of use assets by 33.28% to ₹341.71 million in Fiscal 2024 from ₹256.38 million in Fiscal 2023 on account of additional leased Experience Centers. Other expenses. Our other expenses increased by 10.73% to ₹1,222.20 million in Fiscal 2024 from ₹1,103.73 million in Fiscal 2023 primarily due to increases in the following expenses: Sales and marketing expenses, which increased by 13.83% to ₹541.13 million in Fiscal 2024 from ₹475.37 million in Fiscal 2023, primarily on account of increased advertising and promotional activities with a view to increase sales. Courier and shipping expenses, which increased by 8.21% to ₹276.35 million in Fiscal 2024 from ₹255.39 million in Fiscal 2023, primarily on account of higher sales volumes on our omnichannel platform. Exceptional item – expense/(income). Our exceptional items – expenses/(income) was Nil in Fiscal 2024 while it was ₹(106.47) million in Fiscal 2023 on account of reversal of residual cost lying in share based payment reserve in Fiscal 2023 after exercise of all the employee stock options by eligible employees. Profit/(loss) before tax. For the reasons discussed above, our loss before tax was ₹477.10 million in Fiscal 2024 compared to ₹413.89 million in Fiscal 2023. Total tax expenses. Our total tax expense was Nil in Fiscals 2024 and 2023. Profit/(loss) after tax. For the various reasons discussed above, our loss after tax was ₹477.10 million in Fiscal 2024 compared to ₹413.89 million in Fiscal 2023. 321Liquidity and Capital Resources Historically, our primary liquidity requirements have been to finance our capital expenditure and working capital needs for our operations. We have met these requirements through cash flows from operations, equity infusions from shareholders and borrowings. As of March 31, 2025, we had ₹103.78 million in cash and cash equivalents and ₹1.01 million in bank balances other than cash and cash equivalents. We believe that, after taking into account the expected cash to be generated from operations, our borrowings and the expected proceeds from the Issue, we will have sufficient liquidity for our present requirements and anticipated requirements for capital expenditure and working capital. Cash Flows The following table sets forth our cash flows for the period/years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 (₹ million) Net cash used in operations (451.85) (313.44) (441.89) Net cash used in investing activities (121.13) (167.86) (125.58) Net cash generated from financing activities 644.85 437.52 471.66 Net increase/(decrease) in cash and cash equivalents 71.87 (43.78) (95.81) Cash and cash equivalents at the end of the year 103.78 31.91 75.69 Operating Activities Net cash used in operations was ₹451.85 million in Fiscal 2025. Our loss before tax was ₹1,885.50 million in Fiscal 2025, which was primarily adjusted for depreciation and amortisation expense of ₹547.97 million, finance costs of ₹529.50 million, and share- based payment expense of ₹1,227.68 million, resulting in an operating profit before working capital changes of ₹486.55 million. Further, in Fiscal 2025, adjustments from movements in working capital were made to arrive at the net cash used in operating activities, which primarily included an increase in inventories of ₹304.67 million, increase in other financial assets of ₹259.24 million, and a decrease in trade payables of 264.95. Cash used in operating activities amounted to ₹451.21 million and net cash used in operating activities also included income taxes paid (net) of ₹0.64 million in Fiscal 2025. Net cash used in operations was ₹313.44 million in Fiscal 2024. Our loss before tax was ₹477.10 million in Fiscal 2024, which was primarily adjusted for depreciation and amortisation expense of ₹385.81 million and finance costs of ₹407.52 million, resulting in an operating profit before working capital changes of ₹362.59 million. Further, in Fiscal 2024, adjustments from movements in working capital were made to arrive at the net cash used from operating activities, which primarily included an increase in inventories of ₹625.72 million, an increase in other financial assets of ₹127.11 million, and a decrease in other liabilities of ₹138.49 million. Cash used in operating activities amounted to ₹311.52 million and net cash used in operating activities also included income taxes paid (net) of ₹1.92 million in Fiscal 2024. Net cash used in operations was ₹441.89 million in Fiscal 2023. Our loss before tax was ₹413.89 million in Fiscal 2023, which was primarily adjusted for depreciation and amortisation expense of ₹291.72 million and finance costs of ₹241.10 million, resulting in an operating profit before working capital changes of ₹23.54 million. Further, in Fiscal 2023, adjustments from movements in working capital were made to arrive at the net cash used from operating activities, which primarily included an increase in inventories of ₹624.95 million, an increase in other assets of ₹240.00 million and an increase in other financial assets of ₹133.42 million. Cash used in operating activities amounted to ₹440.45 million and net cash used in operating activities also included income taxes paid (net) of ₹1.44 million in Fiscal 2023. Investing Activities Net cash used in investing activities was ₹121.13 million in Fiscal 2025, primarily on account of purchase of property, plant and equipment of ₹149.37 million, which was marginally offset by proceeds from sale of investments of ₹30.13 million. Net cash used in investing activities was ₹167.86 million in Fiscal 2024, primarily on account of purchase of property, plant and equipment of ₹154.67 million and purchase of investments of ₹10.53 million. Net cash used in investing activities was ₹125.58 million in Fiscal 2023, primarily on account of purchase of property, plant and equipment of ₹134.81 million, which was marginally offset by proceeds from sale of investments of ₹10.64 million. Financing Activities Net cash generated from financing activities was ₹644.85 million in Fiscal 2025 on account of proceeds from issue of shares including premium collected of ₹1,482.50 million and proceeds from non-current borrowings of ₹1,121.50 million. This was 322primarily offset by repayment of non-current borrowings of ₹1,050.11 million and payment of interest on lease liabilities of ₹273.15 million. Net cash generated from financing activities was ₹437.52 million in Fiscal 2024 on account of proceeds from non-current borrowings of ₹1,141.00 million and proceeds from short term borrowings of ₹394.61 million. This was primarily offset by repayment of non-current borrowings (including current maturities) of ₹555.43 million and repayment of short term borrowings of ₹288.33 million. Net cash generated from financing activities was ₹471.66 million in Fiscal 2023 on account of proceeds from issue of shares including premium collected of ₹625.90 million and proceeds from short term borrowings of ₹540.72 million. This was primarily offset by repayment of non-current borrowings (including current maturities) of ₹340.10 million and repayment of short term borrowings of ₹477.87 million. Capital Expenditures Our capital expenditures primarily comprised expenditures relating to property, plant and equipment for our Experience Centers and offices. In Fiscals 2025, 2024 and 2023, our capital expenditure towards additions to property, plant and equipment were ₹100.46 million, ₹154.66 million and ₹137.25 million, respectively. For more information, see “Financial Information – Restated Consolidated Financial Information” on page 232. Indebtedness As of March 31, 2025, we had total borrowings (consisting of borrowings under total non-current liabilities and borrowings under current liabilities) of ₹1,127.91 million. Our gross debt to equity ratio was 0.95 times as of March 31, 2025. For further information on our indebtedness, see “Financial Indebtedness” beginning on page 340. The following table sets forth certain information relating to our outstanding indebtedness as of March 31, 2025, and our repayment obligations in the period indicated: Particulars As at March 31, 2025 (₹ million) Current Liabilities – Borrowings 1,127.91 Non-Current Liabilities – Borrowings - Total borrowings 1,127.91 Contingent Liabilities and Capital Commitments Contingent Liabilities As of March 31, 2025, our contingent liabilities that have not been accounted for in the Restated Consolidated Financial Information, were as follows: Particulars As of March 31, 2025 (₹ million) Claims against the Company not acknowledged as debt 8.80 Total 8.80 Note: During the year ended March 31, 2024, our Company received an income tax demand notice amounting to ₹ 8.80 million for assessment year 2022-23 in respect of certain disallowance. Our Company filed an appeal in relation to the same and had deposited 20% of the demand amount with protest. Such case is pending at CIT (Appeals) and hence the timing of outflow, cannot be estimated. Our Company does not expect any reimbursements in respect of this contingent liability. For more information, see “Financial Information – Restated Consolidated Financial Information – Note 59 - Contingent liabilities and capital commitments” on page 305. Capital Commitments As of March 31, 2025, March 31, 2024 and March 31, 2023, we did not have any capital commitments. 323Non-GAAP Measures EBITDA, EBITDA Margin, and other non-GAAP measures, (together, “Non-GAAP Measures”), presented in this Draft Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. In addition, such Non-GAAP Measures are not standardised terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance. For details of reconciliation of the non-GAAP financial measures, see “Other Financial Information” on page 310. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that we believe have or are reasonably likely to have a current or future material effect on our financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Related Party Transactions We enter into various transactions with related parties in the ordinary course of business. These transactions principally include payment towards remuneration and professional charges, availment and repayment of borrowings, issuance of shares of our Company and reimbursement of expenses incurred on behalf of the Company. For further information relating to our related party transactions, see “Financial Information – Restated Consolidated Financial Information – Note 47 - Related party disclosures” on page 286. Material Accounting Policy Information Summary of material accounting policy information Foreign currency transactions Transactions in foreign currency are recorded at the exchange rate prevailing on the date of transaction. Foreign currency denominated monetary assets and liabilities are translated at the exchange rate prevailing on the balance sheet date and exchange gain or loss arising on their settlement and restatement are recognised in the Restated Consolidated Statement of Profit and Loss. Non-monetary assets and liabilities that are recorded in terms of historical cost are not retranslated. Exchange differences are deferred in equity if they are attributable to part of net investment in a foreign operation. Revenue recognition Revenue is recognised on satisfaction of performance obligation upon transfer of promised goods or services to customers. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts, margin, rate change etc. offered by the Group as part of the contract. Revenue excludes taxes collected from customers on behalf of the government. • The Group satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met: • The customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs; or • The Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or • The Group’s performance does not create an asset with an alternative use to the Group and an entity has an enforceable right to payment for performance completed to date. For performance obligations where none of the above conditions are met, revenue is recognised at the point in time at which the performance obligation is satisfied. 324Revenue from the services provided is recognised as and when the service is completed and in accordance with the contractual obligation between the Group and its customers. Revenue from sale of products is recognised by the Group at a point in time on which the performance obligation is satisfied which usually coincides with the dispatch of goods or upon delivery to customer, in accordance with the terms of sale. Interest income is accrued on a time basis, by reference to the principle outstanding and at the effective interest rate applicable, which is the rate that discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. Other non-operating income is recognised as and when due or received, whichever is earlier. Customer award credits/ points The Group has a customer award credits/ points programme which allows customers to accumulate loyalty points that can be redeemed against future purchases of products as discount. The loyalty points give rise to a separate performance obligation as they provide a material right to the customer. A portion of the transaction price is allocated to the loyalty points awarded to customers based on relative stand-alone selling price and recognised as a contract liability until the points are redeemed. When estimating the stand-alone selling price of the loyalty points, the Group considers the likelihood that the customer will redeem the points. The Group updates its estimates of the points that will be redeemed at each reporting date. Contract balances Contract assets A contract asset is the right to consideration in exchange for products or services that the Group transfers to its customers. If the Group transfers products or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditioned to customers’ acceptance. Trade receivable A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section of ‘Financial instruments – initial recognition and subsequent measurement’. Contract liabilities A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group fulfils its performance obligation under the contract (i.e., transfers control of the related goods or services to the customer). Income tax Income tax expense comprises current tax expenses and net change in the deferred tax assets or liabilities during the period. Current and deferred taxes are recognised in the Restated Consolidated Statement of Profit and Loss, except when they relate to item that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted in relation to the reporting period for each of the entities of the Group. Deferred tax is recognised using the balance sheet approach. Deferred tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of recognition. Deferred tax asset is recognised to the extent that sufficient taxable profit will be available against which the deductible temporary 325differences and the carry forward of unused tax credits and unused tax losses can be utilised. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. The carrying amount of deferred tax assets are reviewed at each reporting date and reduced when it is no longer probable that sufficient taxable profit will be available to allow the full or part of deferred tax assets to be utilised. At each reporting date, the Group re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax asset to the extent that it has become reasonably certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. The Group recognises deferred tax liability for all taxable temporary differences, except to the extent that both of the following conditions are satisfied: when the Group can control the timing of the reversal of the temporary difference; and it is probable that the temporary difference will not reverse in the foreseeable future. Leases The Group assesses at contract inception and on reassessment of a contract, whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. As a lessee The Group recognises lease liabilities to make lease payments and right of use assets representing the right to use the underlying assets. The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. Lease payments associated with the short-term leases and leases of low-value assets are recognised as an expense in the Restated Consolidated Statement of Profit and Loss. Right of use assets The Group recognises right of use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right of use assets are measured at cost, less any accumulated depreciation and impairment losses (if any), and adjusted for any re-measurement of lease liabilities. The cost of right of use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right of use assets are depreciated on a straight-line basis over the lease term or the estimated useful lives of the assets, whichever is shorter. If the ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right of use assets are also subject to impairment. Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce property, plant and equipment) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date in case the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. For a lease modification that fully or partially decreases the scope of the lease, the Group decreases the carrying amount of the right of use asset to reflect partial or full termination of the lease. Any difference between those adjustments is recognised in profit or loss at the effective date of the modification. 326Impairment of non-financial assets The carrying amount of the non-financial assets are reviewed at each balance sheet date to confirm if there is any indication of impairment based on internal /external factors. An impairment loss is recognised whenever the carrying amount of an asset or a cash-generating unit exceeds its recoverable amount. The recoverable amount of the assets (or where applicable, that of the cash generating unit to which the asset belongs) is estimated as the higher of its net selling price and its value in use. Impairment loss is recognised in the Restated Consolidated Statement of Profit and Loss. After impairment, depreciation / amortisation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation / amortisation if there was no impairment. Inventories Inventories are measured at lower of cost and net realisable value (“NRV”) after providing for obsolescence, if any. Cost of inventories comprises of cost of purchase, and other costs including transportation and labour overheads incurred in bringing them to their respective present location and condition. Cost of raw materials is measured on a weighted average basis. Work-in-progress and finished goods are measured on a weighted average basis and its cost is computed on the basis of raw material consumed and proportion of direct overheads incurred. Stock in trade is measured on a weighted average basis. NRV is the estimated selling price in ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets Initial recognition Financial assets (excluding trade receivables that do not consist of significant financial component), are recognised initially at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset. A trade receivable without a significant financing component is initially measured at the transaction price. Transaction costs directly attributable to the acquisition of financial assets measured at fair value through profit or loss (“FVTPL”) are recognised immediately in the Restated Consolidated Statement of Profit and Loss. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in the following categories Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business model with an objective to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. After Initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (“EIR”) method. EIR is the rate that exactly discounts estimated future cash receipts (including all fees, transaction costs and other premiums or discounts) through the expected life of the debt instrument or where appropriate, a shorter period, to the net carrying amount on initial recognition. Interest income from these financial assets is included in finance income using the EIR method. Impairment gains or losses arising on these assets are recognised in the Restated Consolidated Statement of Profit and Loss. Financial assets measured at fair value Financial assets are measured at fair value through other comprehensive income (“OCI”) if these financial assets are held within a business model with an objective to hold these assets in order to collect contractual cash flows or to sell these financial assets and the contractual terms of the financial asset, on specified dates, give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. Movements in the carrying amount are taken through OCI, except for the recognition 327of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised through profit and loss in the Restated Consolidated Statement of Profit and Loss. Financial asset not measured at amortised cost or at fair value through OCI, is carried at FVTPL. Financial assets included within FVTPL category are measured at fair value with all changes recognised in the Restated Consolidated Statement of Profit and Loss. Equity investments All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the Restated Consolidated Statement of Profit and Loss. In respect of equity investments which are not held for trading, the Group has made an irrevocable election to present subsequent changes in the fair value of such instruments in the Restated Consolidated Statement of Profit and Loss. Such an election is made by the Group on an instrument-by-instrument basis at the time of transition for existing equity instruments/ initial recognition for new equity instruments. Impairment of financial assets In accordance with Ind AS 109, the Group applies the expected credit loss (“ECL”) model for measurement and recognition of impairment loss on the financial assets and credit risk exposures. For recognition of impairment loss on financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL. ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date. The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables (including lease receivables) and on any contractual right to receive financial asset that result from transactions within the scope of Ind AS 115. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition. ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/ expense in the Restated Consolidated Statement of Profit and Loss. De-recognition of financial assets The Group de-recognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the assets and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralized borrowing for the proceeds received. Cash and cash equivalents For the purpose of presentation in the Restated Consolidated Statement of Cash Flows, cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term and highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the Restated Consolidated Statement of Assets and Liabilities. Margin money deposits, earmarked balances with banks and other bank balances which have restrictions are presented as other bank balances. Equity instruments and financial liabilities Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of financial liability and an equity instrument. 328Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments which are issued for cash are recorded at the proceeds received, net of direct issue costs. Equity instruments which are issued for consideration other than cash are recorded at fair value of the equity instrument. Financial liabilities Initial recognition Financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. All financial liabilities are initially measured at fair value plus or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. Transaction costs directly attributable to the acquisition of financial liabilities at FVTPL are recognised immediately in Restated Consolidated Statement of Profit and Loss. Subsequent measurement The subsequent measurement of financial liabilities depends on their classification, as described below: Financial liabilities at FVTPL Financial liabilities at FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at FVTPL. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses including interest expenses on financial liabilities at FVTPL are recognised in the Restated Consolidated Statement of Profit and Loss. Financial liabilities at amortised cost After initial recognition, interest-bearing liabilities and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in Restated Consolidated Statement of Profit and Loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Restated Consolidated Statement of Profit and Loss. De-recognition of financial liabilities Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired. When an existing financial liability is replaced by another liability on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as de-recognition of the original liability and recognition of a new liability. The difference in the respective carrying amounts is recognised in the Restated Consolidated Statement of Profit and Loss. Offsetting financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the Restated Consolidated Statement of Assets and Liabilities if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis to realize the assets and settle the liabilities simultaneously. Property plant and equipment (including capital work-in-progress) All items of property, plant and equipment are stated at historical cost less accumulated depreciation / amortisation and impairment loss, if any. Historical cost includes expenditure that is attributable to the acquisition/ construction and all other costs (including borrowing related to qualifying assets), and taxes that are not refundable and are necessary to bring the asset to its working condition of use as intended. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. Repairs and maintenance expenses are charged to Restated Consolidated Statement of Profit and Loss during the reporting period in which they are incurred. 329The cost of property, plant and equipment and directly related expenses net of accumulated impairment losses, if any, which are incurred before the date they are ready for their intended use, are disclosed as capital work-in-progress before such date. Gains or losses arising from de-recognition of property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Restated Consolidated Statement of Profit and Loss when the asset is de-recognised. Depreciation and amortisation: Depreciation is charged on straight line method on the basis of the useful life of assets (mentioned below). Depreciation is calculated on the depreciable amount, which is the cost of an asset less its residual value. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Depreciation is calculated pro-rata from the date on which asset is ready for use or to the date of disposal, as the case may be. The Group depreciates its property, plant and equipment over useful life in the manner prescribed in Schedule II to the Act. Useful life considered for calculation of depreciation for various asset classes are as follows: Class of assets Useful life Computers 3 to 5 years Furniture and fixtures 10 years Office equipment 5 years Vehicles 8 years Leasehold improvement Lower of remaining lease term and useful life Capital costs in respect of upgradation of leased premises are amortised over the balance lease period or its useful lives whichever is lower. On transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as at 1 April 2022 measured as per the previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment. Intangible assets and amortisation Intangible assets with a finite useful life are carried at cost less accumulated amortisation and accumulated impairment losses, if any. Cost includes expenditure that is attributable to the acquisition/ development of the intangible assets including cost necessary to bring the asset to its intended use or sale. Expenditure on research activities is recognised in the Restated Consolidated Statement of Profit and Loss as incurred. Identifiable intangible assets are recognised when it is probable that future economic benefits attributed to the asset will flow to the Group and the cost of the asset can be reliably measured. Software and related implementation costs are capitalized where it is expected to provide enduring economic benefits and are amortized over a period of 5 to 10 years starting from the date on which asset is ready for use. Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than its carrying amount. Impairment losses relating to acquired goodwill are not reversed in future periods. Expenditure on internally generated goodwill and brands is recognised in profit or loss as incurred. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Restated Consolidated Statement of Profit and Loss when the asset is derecognised. On transition to Ind AS, the Group has elected to continue with the carrying value of all of its intangible assets recognised as at 1 April 2022 measured as per the previous GAAP and use that carrying value as the deemed cost of the intangible assets. Borrowings costs Borrowing costs consist of interest, ancillary costs and other costs in connection with the borrowing of funds. Borrowing costs attributable to acquisition and/or construction of qualifying assets are capitalized as a part of the cost of such assets, 330up to the date of such assets are ready for their intended use. All other borrowing costs are charged to the Restated Consolidated Statement of Profit and Loss. Provisions, contingent liabilities and contingent assets A provision is recognised when the Group has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects the current market assessments of time value of money and the risks specific to the liability. The increase in the provision due to passage of time is recognised as interest expense. The provisions are reviewed at each balance sheet date and adjusted to reflect the management’s estimates. Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group, or a present obligation where outflow of resources is not probable or where outflow is probable but reliable estimate of the amount cannot be made. Contingent assets are not recognised in the Restated Consolidated Financial Information. However, contingent assets are assessed continuously and if it is virtually certain that an inflow of economic benefits will arise, the assets and the related income are recognised in the period in which the change occurs. Employee benefits Short-term employee benefits All employee benefits which are due within twelve months of rendering the services are classified as short-term employee benefits. Benefits such as salaries, wages, compensated absences, etc. and the expected cost of bonus, ex-gratia are recognised on an undiscounted and accrual basis for the period in which the employee renders the related service. Post-employment benefits Defined contribution plan: Group’s contribution under provident fund scheme, employees state insurance corporation (“ESIC”), local government pension plan, etc. are recognised during the period in which the related service is rendered. The Group has no further payment obligations once the contributions have been paid. Defined benefit plan: Gratuity: The Group has computed its liability towards future payments of gratuity to employees, on actuarial valuation basis which is determined based on project unit credit method and the charge for current period is debited to the Restated Consolidated Statement of Profit and Loss. The present value of the defined benefit obligation, which is unfunded at present, is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating the terms of the related obligation. Actuarial gains and losses arising on the re-measurement of defined benefit obligation is charged/ credited to other comprehensive income. They are included in the Restated Consolidated Statement of Changes in Equity and in the Restated Consolidated Statement of Assets and Liabilities. Share based payments Certain employees of the Group receive part of their remuneration through share-based payments in consideration for the services rendered. The fair value of the options at the grant date is calculated by an independent valuer based on Black Scholes model. Related costs are recognised as employee benefits expense that are correspondingly credited to employee stock option reserve as part of total equity, over the period in which the performance and/or service conditions are fulfilled by relevant employees. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the Restated Consolidated Statement of Profits and Loss for the year represents the movement in cumulative expense recognised as at the beginning and end of that year and is recognised in employee benefits expense. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, 331but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the fair value as at the grant date. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions. No expense is recognised for awards that do not ultimately vest because of non-market performance and/or service conditions have not been met. Earnings per share Basic earnings per share are calculated by dividing the net profit or loss (excluding other comprehensive income) for the period attributable to equity shareholders by the weighted average number of equity shares and instruments which are compulsorily convertible into equity shares, outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a right issue, share split (sub-division) and reverse share splits (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For an event wherein the number of ordinary shares increases without an increase in resource, the number of ordinary shares outstanding before the event is adjusted for the proportionate change in the number of ordinary shares outstanding as if the event had occurred at the beginning of the earliest period presented. For the purpose of calculating diluted earnings per share, the net profit or loss (excluding other comprehensive income) for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. Exceptional items When an item of income or expense within the Restated Consolidated Statement of Profit and Loss from ordinary activity is of such size, nature or incidence that its disclosure is relevant to explain more meaningfully the performance of the Group for the period, the nature and amount of such items is disclosed as an exceptional item. Segmental information Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM). The CODM comprise of chief executive officer (“CEO”) and executive directors of the Company. Expenses incurred on issue of shares Incremental costs directly attributable to the issue of equity shares or instruments in the nature of equity are recognised as a deduction from equity. Changes in Accounting Policies in the last three Fiscals There have been no changes in the accounting policies of our Company during the last three financial years. Reservations, qualifications, matters of emphasis or adverse remarks “Emphasis of Matters not requiring adjustments to Restated Consolidated Financial Information are reproduced below: Purple Style Labs Limited - Audited Special Purpose Consolidated financial statements Basis of Preparation and Restriction on Distribution and Use We draw attention to Note 2(A) to the accompanying Audited Special Purpose Ind AS Consolidated Financial Statements, which describes the basis of its preparation. The Special Purpose Ind AS Consolidated Financial Statements have been prepared by the Holding Company’s management solely for the purpose of preparation of the Restated Consolidated Financial Information of the Group for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 to be included in the Draft Red Herring Prospectus (‘DRHP’)/ Red Herring Prospectus (‘RHP’)/ Prospectus, as per the requirements of Section 26 of Part I of Chapter III of the Act, read with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time (the "ICDR Regulations") and the general directions issued by Securities and Exchange Board of India (“SEBI”) dated 28 October 2021 through the Association of Investment Banking of India to the Lead Managers of the Holding Company, to be filed with SEBI, National Stock Exchange of India Limited and BSE Limited and Registrar of Companies (Mumbai), in relation to the proposed Initial Public Offer (‘IPO’) of the equity shares of the Holding Company. Therefore, these Audited Special Purpose 332Ind AS Consolidated Financial Statements may not be suitable for any other purpose. Our report is issued solely for the aforementioned purpose, and accordingly, should not be used, referred to or distributed for any other purpose or to any other party without our prior consent in writing. Further, we do not accept or assume any liability or any duty of care for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter. Purple Style Labs UK Limited - Special Purpose Financial Statements for the financial year 2022-23 We draw attention to Note 1 to the accompanying Special Purpose Financial Statements, which describes the basis of accounting used by the Company’s management for the preparation of the accompanying Special Purpose Financial Statements, which is a special purpose financial reporting framework. These Special Purpose Financial Statements have been prepared by the Company’s management solely to enable the management of the Purple Style Labs Limited, the Holding Company, in the preparation of its consolidated financial statements for the quarter and year ended 31 March 2023 and accordingly, these Special Purpose Financial Statements may not be suitable for any other purpose. This report is issued solely for the aforementioned purpose, and accordingly, should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent. Further, we do not accept or assume any liability or any duty of care for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter.” “Matters reported under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) in the Independent Auditor’s report on the Audited Consolidated Financial Statements for the years ended 31 March 2025, 31 March 2024 and 31 March 2023, not requiring adjustments to Restated Consolidated Financial Information are reproduced below: Purple Style Labs Limited – Consolidated financial statements – Financial Year 2024-25 As stated in Note 59 to the consolidated financial statements and based on our examination which included test checks, except for matters mentioned below, the Holding Company and its subsidiary incorporated in India, in respect of financial year commencing on 01 April 2024, have used two accounting softwares for maintaining their books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with other than the consequential impact of the exceptions given below. Furthermore, except for the previous year and the period mentioned in the below matters, the audit trail has been preserved by the Holding Company and its subsidiary as per the statutory requirements for record retention. Nature of Exception Details of Exception Instances of accounting software for maintaining books of account for For accounting software used for maintenance of sales, purchases and which the feature of recording audit trail (edit log) facility was not inventory records – the audit trail feature was not enabled at the operated throughout the year for all relevant transactions recorded in database level for the period 01 April 2024 to 06 November 2024. the software. Instances of accounting software for maintaining books of account For accounting software used for maintenance of accounting records which did not have a feature of recording audit trail (edit log) facility. – the entities could not sufficiently demonstrate whether the audit trail (edit log) facility was enabled and operated for the period 01 April 2024 to 11 November 2024. Financial Year 2023-24 As stated in Note 41 to the consolidated financial statements and based on our examination which included test checks, except for instances mentioned below, the Holding Company and its subsidiary which are companies incorporated in India and audited under the Act, in respect of financial year commencing on 1 April 2023, have used certain accounting software for maintaining their books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exception given below: Nature of Exception Details of Exception Instances of accounting software for maintaining books of account for The audit trail feature for accounting software used for maintenance which the feature of recording audit trail (edit log) facility was not of accounting records could not sufficiently demonstrate whether the operated throughout the year for all relevant transactions recorded in audit trail (edit log) facility was enabled and operated throughout the the software. year by the Holding Company and its subsidiary. The audit trail feature was not enabled at the database level to log any direct data changes, used for maintenance of sales, purchases and inventory records by the Holding Company and its subsidiary.” 333“Auditor's comments in Annexure to the Independent Auditor’s report on the financial statements for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 not requiring adjustments to Restated Consolidated Financial Information, are reproduced below: Purple Style Labs Limited – Standalone financial statements - Financial Year 2024-25 Annexure I referred to in paragraph 13 of the Independent Auditor’s Report – Clause vii (b) According to the information and explanations given to us, we report that there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following: Name of the statute Nature of dues Gross amount Amount paid under Period to which the Forum where protest amount relates dispute is pending Income Tax Act, Income Tax INR 8.80 million INR 1.76 million AY 2022-23 Commissioner of 1961 Income Tax, Appeals Clause xvii The Company has incurred cash losses amounting to ₹ 903.08 million (including impact of share based payment) in the current financial year but had not incurred cash losses in the immediately preceding financial year. Financial year 2023-24 Annexure I referred to in paragraph 12 of the Independent Auditor’s Report – Clause vii (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, employees’ state insurance, income-tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company, though there have been slight delays in few cases. Further, no undisputed amounts payables in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable. Clause vii (b) According to the information and explanations given to us, we report that there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following: Name of the statute Nature of dues Gross amount Amount paid under Period to which the Forum where protest amount relates dispute is pending Income Tax Act, Income Tax INR 8.80 million - AY 2022-23 Assessing Officer 1961 Clause xvii The Company has not incurred cash losses in the current financial year but had incurred cash losses amounting to ₹ 28.82 million in the immediately preceding financial year. Financial year 2022-23 Annexure I referred to in paragraph 13 of the Independent Auditor’s Report – Clause i (b) The Company has a regular programme of physical verification of its property, plant and equipment under which the assets are physically verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. However, no physical verification was carried out by the management of the Company during the year, and we are therefore unable to comment on the discrepancies, if any, which could have arisen on such verification. Clause vii(a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, income-tax, duty of customs, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there have been slight delays in few cases. Further, no undisputed 334amounts payables in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable. Clause xvii The Company has incurred cash losses in the current financial year and in the immediate preceding financial year amounting to ₹ 28.82 million and ₹ 168.91 million respectively. PSL Retail Private Limited - Financial year 2024-25 Annexure I referred to in paragraph 13 of the Independent Auditor’s Report – Clause vii (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, employees’ state insurance, income-tax, duty of customs, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company, though there have been slight delays in few cases. Further, no undisputed amounts payables in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable. Clause xvii The Company has incurred cash losses (including impact of shared based payment) in the current financial year and in the immediate preceding financial year amounting to ₹ 404.31 million and ₹ 264.40 million respectively. Financial year 2023-24 Annexure I referred to in paragraph 13 of the Independent Auditor’s Report – Clause vii (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, employees’ state insurance, income-tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company, though there have been slight delays in few cases. Further, no undisputed amounts payables in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable. Clause xvii The Company has incurred cash losses in the current financial year and in the immediate preceding financial year amounting to ₹ 431.47 million and ₹ 333.21 million respectively. Financial year 2022-23 Annexure I referred to in paragraph 13 of the Independent Auditor’s Report – Clause i (b) The Company has a regular programme of physical verification of its property, plant and equipment under which the assets are physically verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. However, no physical verification was carried out by the management of the Company during the year, and we are therefore unable to comment on the discrepancies, if any, which could have arisen on such verification. Clause vii (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, income-tax, duty of customs, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though income-tax have not generally been regularly deposited with the appropriate authorities and there have been significant delays. Undisputed amounts payables in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows: Statement of arrears of statutory dues outstanding for more than six months as at balance sheet date: Name of the statute Nature of dues Amount (₹ in Period to which the Due date Date of payment million) amount relates Income Tax Act, Interest on Late 3.74 June 2022 to August 7 July 2022 to 7 18 September 2023 1961 Payment of Tax 2022 September 2022 Deductible at Source 335Clause xvii The Company has incurred cash losses in the current financial year and in the immediate preceding financial year amounting to ₹ 333.21 million and ₹ 40.39 million respectively.” See “Risk Factors – Our Statutory Auditors have included certain emphasis of matters, and observations prescribed under the Companies (Auditor’s Report) Order, 2020 in the audit reports of our Company, in the Restated Consolidated Financial Information of our Company” page 47. Quantitative and Qualitative Disclosures about Market Risk Our financial risk management is an integral part of how we plan and execute our business strategy. Our Board of Directors sets our financial risk management policy. Our business activities expose us to a variety of financial risks, namely, credit risk, liquidity risk and market risks. Our risk management policies are established to identify and analyze the risks faced by us, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and our activities. Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: Foreign currency risk, interest rate risk and price risk. Our exposure to market risk is primarily on account of foreign currency exchange rate risk and price risk. Currency Risk Currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The risk primarily relates to fluctuations in receivables and payables denominated in currencies against the functional currency of the respective entities forming part of our Group. Changes in foreign currency exchange rates influence our results of operations. Our reporting currency is the INR and we are exposed to foreign exchange risk arising from various currency exposures on account of Other receivables from payment gateway partners and Trade payables towards other expenses, primarily with respect to USD, GBP and CAD, among others. In Fiscals 2025, 2024 and 2023, 0.59%, 0.38%, and 0.51%, respectively, of our Revenue from operations was denominated in currencies other than INR as on the balance sheet date. If our operations in countries outside of the India continues to grow, our results of operations and cash flows will be subject to fluctuations due to changes in foreign currency exchange rates, which could harm our business in the future. In addition, because we conduct business in currencies other than INR, but report our results of operations in INR, we also face remeasurement exposure to fluctuations in currency exchange rates, which could hinder our ability to predict our future results and earnings and could impact our results of operations. Our management regularly reviews the currency risk. However, we have not entered into any forward exchange contracts or other arrangements to hedge our exposure to currency fluctuations. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. All our borrowings are fixed rate borrowings as of March 31, 2025 and we are not susceptible to interest rate risk due to non-variability of interest rates. Commodity price risk Commodity price risk is the possibility of impact from changes in the prices of raw materials and inventory of stock-in-trade. Our procurement department continuously monitors the fluctuation in price and takes necessary action to minimize our commodity price risk exposure. For more information regarding the exposure to credit risk, see “Restated Consolidated Financial Information – Note – 50 - Financial risk management – (C) Market risk” on page 296. Liquidity Risk Liquidity risk is the risk that we may not be able to meet our present and future cash and collateral obligations without incurring unacceptable losses. Our objective is to maintain optimum levels of liquidity and to ensure that funds are available for use based on our requirements. We monitor rolling forecasts of our liquidity position and cash and cash equivalents on the basis of expected cashflows. The liquidity risk principally arises from obligations on account of financial liabilities such as borrowings, lease 336liabilities, trade payables and other financial liabilities. For more information regarding the exposure to liquidity risk, see “Restated Consolidated Financial Information – Note – 50 - Financial risk management – (B) Liquidity risk” on page 295. Credit Risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. We are exposed to credit risk from our operating activities (primarily trade receivables) and from our financial assets. Trade receivables (net of loss allowance) Trade receivables are unsecured and are derived from revenue earned from sales to customers. Our historical experience of collecting receivables is that credit risk is low. We measure the expected credit loss of trade receivables from individual customers based on historical trend, industry practices and the business environment in which we operate. Loss rates are based on actual loss experience and past trends. Based on historical data, the loss on collection of receivables is very insignificant and hence the credit risk on overall portfolio of trade receivables is low. Generally, we sell goods after receipt of certain advance payments from customers. Further, sales to customers are required to be settled in cash or using major credit cards or renowned payment portals. Thus, the credit risk is mitigated to a large extent. Other financial assets We maintain cash balances with banks with high credit rating. Loans given to employees are fully recoverable to the extent of carrying value. The majority of security deposits are placed for lease agreements or with government agencies. For more information regarding the exposure to credit risk, see “Restated Consolidated Financial Information – Note 50 - Financial risk management – (A) Credit risk” on page 294 Unusual or Infrequent Events or Transactions Except as described in this Draft Red Herring Prospectus, there have been no other events or transactions that, to our knowledge, may be described as “unusual” or “infrequent”. Known Trends or Uncertainties Our business has been subject, and we expect it to continue to be subject, to significant economic changes. To our knowledge, except as discussed in this Draft Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on income from our continuing operations. For further information regarding trends and uncertainties, please see “- Significant Factors Affecting Our Financial Condition and Results of Operations” on page 316 and “Risk Factors” on page 24. New Products Categories or Business Segments Except as disclosed in this Draft Red Herring Prospectus, we have not publicly announced any new product categories or business segments. For more information regarding new products, please see “Our Business” on page 167. Segment Reporting We have only one reportable business segment, i.e. “Sale of multi designer apparel, accessories, jewellery, other lifestyle products and allied services thereto”. For further information, see “Restated Consolidated Financial Information – Note 58 - Segment Information” on page 305. Future Relationship between Cost and Income Except as disclosed in this Draft Red Herring Prospectus, there are no known factors that will have a material adverse impact on our operations and finances. For more information, see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 24, 167 and 313, respectively. Seasonality of Business We cater to luxury shoppers for occasions such as weddings, pre-wedding events, festivities, social gatherings, and anniversary celebrations. Given the Indian wedding season is spread across eight to nine months in a year and given the longer delivery timelines 337especially for wedding wear, shopping is concluded some two to three months in advance. Therefore, this demand is distributed throughout the year. Hence, our business and operations have minimal impact due to seasonal variations. Significant Dependence on a Single or Few Customers or Suppliers We do not have any significant dependence on a single or few customers or suppliers. Significant Economic Changes Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations. See “Risk Factors” and “ – Significant Factors Affecting Our Financial Condition and Results of Operations” on page 24 and 316. Competitive Conditions We expect competition in our industry from existing and potential competitors to intensify. See “Risk Factors – Our industry is competitive in both the offline and the online channels, with the potential to adversely affect our sales and our ability to work at high margins. Our inability to compete effectively may adversely affect our business, financial condition, cash flows, results of operations and prospects” on page 30. Significant Developments subsequent to March 31, 2025 Except as disclosed elsewhere in this Draft Red Herring Prospectus, there have not arisen, since the date of the last financial statement disclosed in this Draft Red Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our trading, or profitability or the value of our assets or our ability to pay our liabilities within the next 12 months from the date of filing of the Draft Red Herring Prospectus. 338CAPITALISATION STATEMENT The following table sets forth our Company’s capitalisation as at March 31, 2025, derived from our Restated Consolidated Financial Information, and as adjusted for the Issue. This table should be read in conjunction with “Risk Factors”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 24, 232 and 313, respectively. (₹ in million, except ratios) Particulars Pre-Issue as at March 31, As adjusted for the Issue(1) 2025* Borrowings Current borrowings(2) (A) 1,127.91 [●] Non-current borrowings(2) (B) - [●] Total Borrowings (A) + (B) = (C) 1,127.91 [●] Equity Equity share capital(2) (D) 0.41 [●] Instruments entirely equity nature (E) - [●] Other equity(2) (F) 1,186.56 [●] Total Equity (D) + (E) + (F) = (G) 1186.97 [●] Total Borrowings/ Total Equity (C/G) 0.95 [●] Non-current borrowings /Total Equity (B/G) - [●] *After March 31, 2025, pursuant to a Shareholders’ resolution dated August 28, 2025, our Company has undertaken a bonus issuance of 66,143,790 Equity Shares in the ratio of 999 Equity Shares for 1 Equity Share. For further details, see “Capital Structure – Share capital history of our Company – Equity share capital” on page 73. 1. The corresponding post Issue capitalization data is not determinable at this stage pending the completion of the Book Building Process and hence have not been furnished. To be updated upon finalisation of the Issue Price. 2. These terms shall carry the meaning as per Schedule III of the Companies Act. 339FINANCIAL INDEBTEDNESS Our Company and its Subsidiaries have availed credit in the ordinary course of business typically for the purposes of meeting business requirements. For details regarding the borrowing powers of our Company, please see “Our Management – Borrowing Powers” on page 217. As on September 15, 2025, our aggregate principal outstanding amount is ₹2,380.13 million, and a summary of such indebtedness is set forth below: (in ₹ million) Category of borrowing Sanctioned amount Principal outstanding amount as on September 15, 2025 Secured (A) Term loans - - Working capital facilities - - - Fund based - - - Non-fund based - - Non-convertible debentures 1,574.33 1,574.33 Unsecured (B) Inter corporate deposit 785.00 785.00 Others* 20.80 20.80 Total (A+B) 2,380.13 2,380.13 As certified by B.B. & Associates, Chartered Accountants, pursuant to their certificate dated September 22, 2025. * Others include loans taken by our foreign Subsidiaries in USD and GBP, which have been translated at exchange rates of ₹88.27 and ₹119.68, respectively, as on September 15, 2025. An indicative list of key terms of our borrowings are set out below: • Tenor: The term of our outstanding non-convertible debentures is 370 days from date of allotment. The tenor of our inter- corporate deposits typically ranges between four months to nine months from the date of the disbursement. Further, the tenor of the promissory notes issued by us is 12 months from the date of the remittance. Additionally, under third-party debt arrangements, the term is eight months or as may be mutually agreed between the parties. • Interest rate: The non-convertible debentures bear an interest rate of 15.00% per annum on the outstanding debenture subscription amount that shall be payable on a monthly basis. The interest rate on the inter-corporate deposit facilities typically ranges from 15.00% per annum to 18.00% per annum. Interest rates on the promissory notes are fixed at 15.00% per annum. Additionally, under third-party debt arrangements, the interest rate is 12.00% per annum. • Security: For our non-convertible debentures, we are required to create security primarily by way of first ranking pari passu charge by way of hypothecation, on all our movable assets specified in the relevant debenture documentation. For certain inter- corporate deposits availed by us, we provide a demand promissory note to the lender which operates as continuing security for repayment of the outstanding amount, including any outstanding interests. • Repayment: The principal amount of non-convertible debentures is payable upon maturity of the respective non-convertible debentures. The principal amount of inter-corporate deposits along with any unpaid accrued interest is repayable on or before the specified maturity date or such other date as may be mutually agreed between the parties. For promissory notes, the principal balance is payable on the maturity date, with accrued and unpaid interest due and payable in U.S. dollars in immediately available funds. • Events of Default: As per the terms of our outstanding non-convertible debentures, the following, among others, constitute events of default: a) Non-payment of debenture subscription amount and interest, secured obligations or any other amounts due within the stipulated time; b) Representations or warranties made or deemed to be made or document delivered found to be untrue or misleading, in any material respect, when made or deemed to be made; c) Ceasing or giving notice of intention of ceasing to operate our business; d) Commission of an act of bankruptcy or filing of an application in relation to insolvency or bankruptcy against us or liquidation, reorganization or winding up of our Company; e) Failure to create, perfect and maintain security in accordance with under the respective debenture documents; f) Breach of the material provisions; and 340g) Occurrence of material adverse effect. As per the terms of the inter-corporate deposit agreements, the following, among others, constitute events of default: a) If we do any act which in the opinion of the lender is prejudicial to it in any manner whatsoever; b) If any representation or declaration made by us is found to be untrue, incomplete, false or we do not discharge its obligations as per our covenant and undertaking; c) If at any time, it comes to the notice of the lender that the loan is being utilised for purposes other than as provided under the agreement; d) There are two consecutive defaults in payment of monthly instalments as agreed. For promissory notes, events of default inter alia include: a) failure to pay when due any principal, interest or other payment required unless otherwise mutually agreed; b) an involuntary case under any applicable bankruptcy or insolvency law commences and is not dismissed within 60 days; and c) a court enters a decree or order for relief in an involuntary case under bankruptcy or insolvency law. This is an indicative list and there may be additional events that may constitute an event of default under various borrowing arrangements entered into by our Company and its Subsidiaries. • Consequences of occurrence of events of default: In terms of our debenture documentation, the following, inter alia, are the consequences of occurrence of events of default which remains uncured within the stipulated cure period, whereby our debenture holders or debenture trustee may: a) Enforce all or part of the security created over hypothecated properties which includes, among others, taking possession and/or transfer of the assets to such other third parties by way of, sale or otherwise; b) Declare debentures and accrued but unpaid interest due and payable; c) Take any action available under any applicable law; d) Exercise any such rights as they may have under the debenture documentation; and e) Appoint nominee director on the Board of Directors in the event of failure to redeem the non-convertible debentures, default in creation of security or two consecutive defaults in payment of interest. In terms of the inter-corporate deposit facilities, the consequences of occurrence of events of default inter alia include acceleration of the inter-corporate deposits, whereupon all the inter-corporate deposit obligations shall be paid, immediately upon such acceleration. Upon the occurrence of a default under the promissory notes, the outstanding principal balance, together with all accrued and unpaid interest and all other sums payable shall, at the option of the payee (or automatically with respect to bankruptcy-related defaults), become immediately due and payable in U.S. dollars in immediately available funds, without any action or election by the payee. The details of the key terms of the borrowings provided above are indicative in nature and there may be additional terms, conditions and requirements under the various borrowing arrangements entered into by our Company and its Subsidiaries other than those stated above. 341SECTION VI: LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as disclosed in this section, there are no outstanding (i) criminal proceedings(including matters which are at FIR stage even if no cognizance has been taken by any court) involving our Company, its Subsidiaries, Promoter, Directors (together, the “Relevant Parties”) and our Key Managerial Personnel and Senior Management; (ii) actions (including all outstanding penalties and show cause notices) taken by regulatory or statutory authorities against the Relevant Parties and our Key Managerial Personnel and Senior Management; (iii) claims related to direct and indirect taxes (disclosed in consolidated manner) involving the Relevant Parties; and (iv) other pending litigation as determined to be material as per the materiality policy adopted pursuant to the Board resolution dated September 12, 2025 (“Materiality Policy”). For the purposes of (ii) above, notices issued by statutory or regulatory authorities received by the Relevant Parties, Key Managerial Personnel or the Senior Management which are in the nature of information request shall not be considered as litigation. For the purposes of (iii) above, show cause notices, demand notices and any claims received in writing by the Relevant Parties shall be considered and requests for information or clarifications, if any, received without any claim amount have not been considered. For the above purposes, pre-litigation notices received by the Relevant Parties, Key Managerial Personnel and the Senior Management from third parties (excluding actions as covered under (ii) above), shall not be considered as litigation until such time that any of the Relevant Parties are impleaded as a defendant in the litigation proceedings before any judicial forum or arbitral forum or governmental authority. For the purpose of identification of material litigation in (iv) above, our Board has considered and adopted the following Materiality Policy with regard to outstanding litigation to be disclosed by our Company in this Draft Red Herring Prospectus. Accordingly, disclosures of the following types of litigation involving the Relevant Parties have been included. All outstanding litigation, involving the Relevant Parties, other than criminal proceedings, actions by regulatory authorities and statutory authorities, disciplinary actions including any penalty imposed by SEBI or Stock Exchanges against our Promoter in the last five Financial Years preceding the date of this Draft Red Herring Prospectus, including any outstanding actions, and tax matters (direct or indirect), would be considered ‘material’ if: (i) the value or expected impact in terms of value of claim by or against the entity or person in any such pending proceeding is in excess of 2% of net worth of the Company as per the restated consolidated financial information for Fiscal 2025, being ₹23.74 million (“Materiality Amount”); (ii) where the value or expected impact in terms of value is not quantifiable for any other outstanding litigation, or the amount does not cross Materiality Amount in an individual litigation, but where the outcome would materially and adversely affect the business, prospects, operations, performance, financial position or reputation of our Company on a standalone or consolidated basis; or (iii) where the decision in one litigation is likely to affect the decision in similar litigations and the cumulative value or expected impact in terms of value involved in all such litigations exceeds the Materiality Amount, even though the value or expected impact in terms of value in an individual litigation may not exceed the Materiality Amount. Further, (a) there are no disciplinary actions including any penalty imposed by the SEBI or stock exchanges against our Promoter in the last five Financial Years preceding the date of this Draft Red Herring Prospectus including any outstanding action; and (b) pending litigation involving our Group Company which may have a material impact on our Company. Except as stated in this section, there are no outstanding dues to material creditors of our Company. For this purpose, our Board has considered and adopted a policy of materiality for identification of outstanding dues to material creditors, by way of its resolution dated September 12, 2025. In terms of the Materiality Policy, outstanding dues to any creditor of our Company having a monetary value which is equal to or exceeds 5% of the total trade payables of our Company as per the Restated Consolidated Financial Information of our Company as of March 31, 2025 disclosed in this Draft Red Herring Prospectus, shall be considered as ‘material’. Accordingly, as of March 31, 2025, any outstanding dues to creditors exceeding ₹20.92 million have been considered as outstanding dues to material creditors for the purposes of disclosure in this section. 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 section 2 of the Micro, Small and Medium Enterprises Development Act, 2006 as amended, read with the rules and notification thereunder. 342I. Litigation involving our Company A. Litigation against our Company Criminal litigation Nil Actions taken by regulatory or statutory authorities 1. The Senior Inspector, Legal Metrology Department, Dehradun, Uttarakhand issued a show cause notice dated February 23, 2022 (“Notice”) to our Company pursuant to alleged non-compliance of mandatory declarations to be mentioned by e-commerce platforms such as non-disclosure of complete name and address of the manufacturer/packer/importer, and maximum retail sale price of package required under the LM Act and Legal Metrology (Packaged Commodities) Rules, 2011. Subsequently, our Company has submitted a written response dated March 25, 2022 to the Notice stating that name, address of the manufacturer and the maximum retail price of the product has been duly provided for on the website. We have not received any further communication from the Senior Inspector and accordingly, the matter is currently pending. 2. The Senior Inspector, Legal Metrology Department, Roorkee, Uttarakhand (“Inspector”) issued a show cause notice dated March 14, 2023 (“Notice 1”) to our Company pursuant to alleged non-compliance of mandatory declarations by e-commerce platforms such as non-disclosure of address of the manufacturer/ packer, maximum retail price and size of a specific product available for sale on the website ‘www.wendellrodricks.com’ as required under the LM Act and Legal Metrology (Packaged Commodities) Rules, 2011. Subsequently, our Company has submitted a written response dated March 27, 2023 to Notice 1 stating that all applicable mandatory declarations as required under the LM Act and Legal Metrology (Packaged Commodities) Rules, 2011 have been duly complied with on the website. Thereafter, our Company received another show cause notice dated April 17, 2023 (“Notice 2”) from the Inspector alleging that corrections were made to the website ‘www.wendellrodricks.com’ post the receipt of Notice 1. Subsequently, our Company has submitted a written response dated July 12, 2023 to Notice 2 stating that our Company has not been provided with any evidence of the alleged non-compliance provided in Notice 2. We have not received any further communication from the Inspector and accordingly, the matter is currently pending. 3. The Senior Inspector, Legal Metrology Department, Almora, Uttarakhand issued a show cause notice dated April 19, 2025 (“Notice”) to our Company pursuant to alleged non-compliance of mandatory declarations required to be mentioned by e-commerce platforms such as non-disclosure of maximum retail price and country of origin/manufacturer/ packer by name and address under the LM Act and Legal Metrology (Packaged Commodities) Rules, 2011. Subsequently, our Company submitted a written response dated September 9, 2025 to Notice stating that all mandatory declarations as required under the LM Act have been made on the website and the name, address and country of origin of the manufacturer/ packer and the maximum retail price of the product has been duly provided for on the website. We have not received any further communication from the Inspector and accordingly, the matter is currently pending. 4. Our Company, along with Abhishek Agarwal, our Promoter, Whole-Time Director and Chief Executive Officer, and Abhinav Agarwal, our Whole-Time Director and Chief Business Officer, filed an adjudication application dated September 15, 2025 under section 454 of the Companies Act with the RoC. The adjudication application pertains to adjudication of penalties for contravention of certain provisions of section 42 of the Companies Act, in relation to an allotment made by our Company to an investor under private placement on January 17, 2020 for an aggregate consideration of ₹ 5.02 million. Our Company inadvertently issued a private placement offer cum application letter to the investor upon approval of our board of directors and shareholders, but prior to filing e-form MGT-14 with respect to the special resolution passed by the Shareholders with the RoC. Additionally, our Company had (i) delayed the filing of e-form PAS-3 with the RoC by 18 days; (ii) not opened a bank account for receiving money pursuant to the allotment; and (iii) utilization of monies raised through private placement prior to filing of the e-form PAS-3 with the RoC. The matter is currently pending with the RoC. Material Civil Litigation Nil 343B. Litigation by our Company Criminal Litigation Nil Material Civil Litigation Nil II. Litigation involving our Directors C. Litigation against our Directors Except as disclosed below, there are no other litigations involving our Directors: Criminal litigation Harminder Sahni 1. Shemaroo Entertainment Limited (“Complainant”) filed a criminal suit dated December 12, 2024, before the Additional Chief Judicial Magistrate, Andheri, Mumbai, against PEP Technologies Private Limited (“PEP”), Harminder Sahni, our Non-Executive Director, in his capacity as director of PEP, and others. The case involves alleged offences under sections 175(3), 173(4), 210, and 223 of the Bharatiya Nagarik Suraksha Sanhita, 2023; sections 63 and 69 of the Copyright Act, 1957; and sections 318(3) and 3(5) of the Bharatiya Nyaya Sanhita, 2023, including copyright infringement, cheating, and other charges. The matter is currently pending. 2. G.D. Chaudhari (“Complainant”) filed a criminal suit dated December 20, 2021, before the Additional Chief Judicial Magistrate’s Court, Borivali, Mumbai, against PEP Technologies Private Limited (“PEP”), Harminder Sahni, our Non-Executive Director, in his capacity as a director of PEP and others. The suit alleges violation of packaging and labelling standards under sections 18(1), 6(3), and 36(1) of the LM Act. The matter is currently pending. 3. Madhavi Chakravarthy (“Complainant”) has filed a FIR dated August 3, 2024, with the High Grounds Police Station, Bengaluru City, against Shrikant Himatsingka, Harminder Sahni, our Non-Executive Director, and others for alleged wrongful enrichment, criminal breach of trust and dishonesty due to non-payment of certain amount under sections 418, 420, 504, 506, 34 of the Indian Penal Code, 1860. The matter is currently under investigation. Hrishikesh Bhalchandra Parandekar 1. C. Vijay Kumar Reddy (“Complainant”) filed a criminal suit dated January 27, 2017 before Chief Judicial Magistrate, Bengaluru City against Karvy Stock Broking Limited, Hrishikesh Bhalchandra Parandekar, our Independent Director, and others under section 200 of the Code of Criminal Procedure, 1973, and sections 405, 406, 408 read with section 418 of the Indian Penal Code, 1860. As on the date of this Draft Red Herring Prospectus, Hrishikesh Bhalchandra Parandekar has not received notices, summons or any other documents in relation to this matter. This disclosure is based on information available on the e-courts website. Actions taken by regulatory or statutory authorities For details in relation to the adjudication application filed with the RoC by our Company, Abhishek Agarwal, our Whole- Time Director and Abhinav Agarwal, our Whole-Time Director, please see “- Litigation involving our Company – Litigation against our Company – Action taken by regulatory or statutory authority” on page 343. Material civil litigation Hrishikesh Bhalchandra Parandekar 1. Ashok Astoria Row House Town Home Cooperative Housing Society Limited and others (“Plaintiff”) filed a civil suit dated November 26, 2024 before Civil Judge Senior Division, Nashik against Peninsula Land Limited, Hrishikesh Bhalchandra Parandekar, one of our Independent Directors, in his capacity as a nominee director of Peninsula Land Limited and others under Order 39 Rule 2A of the Code of Civil Procedure, 1908 in relation to access to clubhouse 344for the Plaintiff. As on the date of the Draft Red Herring Prospectus, Hrishikesh Bhalchandra Parandekar has not received notices, summons or any other documents in relation to this matter. Rahul Garg 1. The resolution professional (“RP”) appointed for resolution process of Future Retail Limited (“FRL”) filed an interim application (the “Application”) against FRL and its directors, including Rahul Garg, our Non-Executive Director, in his capacity as a non-executive director of FRL before the National Company Law Tribunal, Mumbai Bench (“NCLT”) pursuant to section 66(2), 67 and 60(5) of the Insolvency and Bankruptcy Code, 2016. It was alleged in the Application that the losses incurred by creditors of FRL are inter alia due to erstwhile management’s inability to manage software data pertaining to FRL and failure to comply with statutory requirements and non-timely update of critical information to various stakeholders. The total amount involved in relation to the resolution process is approximately ₹148,094.00 million and the individual amount against Rahul Garg is unascertainable. The matter is currently pending. 2. The resolution professional (“RP”) appointed for resolution process of Future Retail Limited (“FRL”) filed an interim application against FRL and its directors, including Rahul Garg, our Non-Executive Director, in his capacity as an non-executive director of FRL before the National Law Tribunal, Mumbai Bench (“NCLT”) under section 45 of the Insolvency and Bankruptcy Code, 2016 seeking a declaration that a business service agreement executed between FRL and TNSI Retail Private Limited (“TNSI”) (a wholly-owned subsidiary of FRL) was undervalued. The total amount involved in this matter is ₹36.10 million and the individual amount against Rahul Garg is unascertainable. The matter is currently pending. 3. The resolution professional (“RP”) of Future Supply Chain Solutions Limited (“FSCSL”) filed an application under section 66 of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the National Company Law Tribunal, Mumbai Bench Court III, naming Rahul Garg, our Non-Executive Director, as one of the respondents. Rahul Garg previously served as a non-executive director on the board of directors of FSCSL from August 5, 2017 to February 7, 2019. Such application was in relation to certain related party transactions during Financial Year 2019, involving an amount of ₹194.24 million under section 66(1) of the IBC wherein certain respondents failed to exercise due diligence and continued to divert funds to related parties during the twilight period. The RP has sought a contribution of such amount from the respondents including Rahul Garg under section 66(2) of the IBC. The matter is currently pending. D. Litigation by our Directors Criminal litigation Nil Material civil litigation Nil III. Litigation involving our Promoter E. Litigation against our Promoter Criminal Litigation Nil Actions taken by Regulatory or Statutory Authorities For details in relation to the adjudication application filed with the RoC by our Company, and Abhishek Agarwal, our Promoter, please see “-Litigation involving our Company – Litigation against our Company – Action taken by regulatory or statutory authority” on page 343. Disciplinary action by SEBI or Stock Exchanges in the last five Fiscals Nil 345Material Civil Litigation Nil F. Litigation by our Promoter Criminal litigation Nil Material civil litigation Nil IV. Litigation involving our Subsidiaries G. Litigation against our Subsidiaries Criminal litigation Nil Actions taken by regulatory or statutory authorities PSL Retail Private Limited 1. The Senior Inspector, Legal Metrology (Weights & Measures), Lucknow, Uttar Pradesh (“Inspector”) issued a show cause notice dated October 18, 2023 (“Notice 1”) to PSL Retail pursuant to alleged non-compliance of mandatory information required to be displayed by e-commerce platforms such as the size of a product as per the standard unit of measurement under the LM Act and Legal Metrology (Packaged Commodities) Rules, 2011. Subsequently, PSL Retail submitted a written response to Notice 1 rectifying the issue and expressing willingness to compound the matter. Thereafter, PSL Retail received another notice dated January 5, 2024 (“Notice 2”) from the Inspector fixing a sum of ₹ 0.07 million to be deposited as compounding fee. Subsequently, PSL Retail has responded to Notice 2 on January 12, 2024 requesting for reconsideration of the compounding fee levied. We have not received any further communication from the Inspector and accordingly, the matter is currently pending 2. The Inspector of Legal Metrology, Gautam Budha Nagar, Uttar Pradesh (“Inspector”) issued a show cause notice dated September 28, 2024 (“Notice 1”) to PSL Retail pursuant to alleged non-violation of mandatory declarations required to be mentioned by e-commerce platforms such disclosure of details of tax and size of the product on the website ‘www.perniaspopupshop.com’ under the LM Act and Legal Metrology (Packaged Commodities) Rules 2011. Subsequently, PSL Retail submitted a written response dated October 14, 2024 to Notice 1 stating that all requisite declarations have been made as required for the products available for sale to customers. Thereafter, PSL Retail received another show cause notice dated November 28, 2024 (“Notice 2”) from the Inspector alleging that our response to Notice 1 was not satisfactory as per the provisions of LM Act and the Legal Metrology (Packaged commodities) Rules 2011 and that PSL Retail has failed to comply with the requisite provisions of the law. Subsequently, PSL Retail submitted a written response dated September 9, 2025 to Notice 2 stating that all mandatory declarations as required under the LM Act have been made on the website and the size and maximum retail price of the product has been duly provided for on the website. We have not received any further communication from the Inspector and accordingly, the matter is currently pending. 3. The Senior Inspector of Legal Metrology, Department of Legal Metrology, Gautam Budha Nagar, Uttar Pradesh (“Inspector”) issued a show cause notice dated October 17, 2024 (“Notice”) to PSL Retail in relation to alleged violation of mandatory information to be displayed on e-commerce platform such as maximum retail price of the product under the LM Act and Legal Metrology Packaged Commodities Rules, 2011. Subsequently, PSL Retail has submitted a written response dated November 21, 2024 to Notice stating that maximum retail price of the product has been mentioned on the website. We have not received any further communication from the Inspector and accordingly, the matter is currently pending. Material civil litigation Nil 346H. Litigation by our Subsidiaries Criminal litigation PSL Retail Private Limited 1. There are a total of eight First Information Reports (“FIRs”) filed by PSL Retail against certain unidentified individuals for the alleged theft of items from various Experience Centers. These FIRs have been registered under sections 34, 379, 380, 454 and 457 of the Indian Penal Code, 1860, and sections 305 and 331 of the Bharatiya Nyaya Sanhita, 2023, as applicable. The cases are at various stages of adjudication with different police stations. The total amount collectively involved in all the FIRs is ₹1.30 million. 2. An individual (“Accused”) visited our store at the DLF Emporio, 4, Nelson Mandela Marg, Vasant Kunj II, New Delhi and allegedly committed a theft of a lavender shade bustier of a designer couture worth ₹0.09 million. An employee of PSL Retail, authorised on its behalf, registered a first information report dated January 23, 2024 with the Vasant Kunj (North), New Delhi police station under section 380 of the Indian Penal Code, 1860 against the Accused. Criminal proceedings have been initiated against the Accused before the Judicial Magistrate First Class- 02, Patiala House Courts, New Delhi. The matter is currently pending. Material civil litigation Nil V. Litigation involving our Key Managerial Personnel A. Litigation against our Key Managerial Personnel Criminal litigation Nil Actions taken by regulatory or statutory authorities Nil B. Litigation by our Key Managerial Personnel Criminal litigation Nil VI. Litigation involving our members of Senior Management A. Litigation against our members of Senior Management Criminal litigation Nil Actions taken by regulatory or statutory authorities Nil B. Litigation by our members of Senior Management Criminal litigation Abhishek Kothari 1. A first information report dated March 16, 2018 was registered by Abhishek Kothari, our Vice President of Product and Order Fulfilment, (“Complainant”) under section 379 of the Indian Penal Code, 1860 at the Kotla Mubarakpur, New Delhi 347police station. The Complainant has alleged theft of his mobile phone by two unidentified individuals. The matter is currently pending. VII. Litigation involving our Group Company Nil VIII. Tax Claims Except as disclosed below, there are no outstanding claims related to direct and indirect taxes involving our Company, Subsidiaries, Promoter and Directors: Nature of case Number of cases Amount involved (in ₹ million)# Company* Direct Tax 1 8.80 Indirect Tax 3 1.17 Subsidiaries* Direct Tax Nil Nil Indirect Tax 2 38.21 Promoter Direct Tax Nil Nil Indirect Tax Nil Nil Directors Direct Tax 4 566.06^ Indirect Tax Nil Nil *As certified by B.B. & Associates, Chartered Accountants, pursuant to their certificate dated September 22, 2025. # To the extent quantifiable. ˆIncludes claims amounting to (i) ₹ 559.13 million in three tax matters involving Rahul Garg, and (ii) ₹ 6.93 million in one tax matter involving Harminder Sahni. Material tax matters PSL Retail Private Limited 1. PSL Retail received an intimation form GST ASMT-10 dated March 15, 2022 from the Sales Tax Officer Class II, Delhi, under section 61 of the Delhi Goods and Services Tax Act, 2017, alleging deficiency in forms GSTR-3B and GSTR-2A. Subsequently, PSL Retail received a show cause notice dated June 29, 2022 from Sales Tax Officer Class II, Delhi, under section 73 of the Delhi Goods and Services Tax Act, 2017 (“Notice”) alleging deficiency in forms GSTR-3B and GSTR- 2A for the period April, 2021 to January, 2022 and directing our PSL Retail to reply to the Notice explaining the reason for such deficiency. As per the Notice, the total claim amount aggregated to ₹26.90 million. PSL Retail has vide its response dated July 27, 2022 submitted that there is no excess claim made by our Material Subsidiary as alleged in the Notice. We have not received any further communication in this regard and accordingly, the matter is currently pending. Rahul Garg 1. The Assistant Commissioner of Income Tax, TDS Circle 1(2), Mumbai (“Tax Authority”) issued a notice dated January 8, 2025 (“Notice”) under section 278(B) of the Income Tax Act, 1961 (“IT Act”) to Rahul Garg, our Non-Executive Director (“Noticee”) in his capacity as a director of Future Lifestyle Fashions Limited (“FLFL”) for assessment year 2021- 22. The Notice alleged that FLFL deducted tax deducted at source (“TDS”) amounting to ₹87.11 million on various dates during the relevant assessment year, however failed to deposit such amount into the government account within the time limits prescribed under the IT Act. Furthermore, the Tax Authority treated the Noticee as the “Principal Officer” under section 2(35) of the IT Act for prosecution proceedings under sections 276B/276BB read with section 278B. In reply to the Notice, the Noticee submitted that he was associated with FLFL as a non-executive director and therefore, cannot be prosecuted under the section 298B of the IT Act. The matter is currently pending. 2. The Assistant Commissioner of Income Tax, TDS Circle 1(2), Mumbai (“Tax Authority”) issued a notice dated January 8, 2025 (“Notice”) under section 278(B) of the Income Tax Act, 1961 (“IT Act”) to Rahul Garg, our Non-Executive Director (“Noticee”) in his capacity as a director of Future Lifestyle Fashions Limited (“FLFL”) for assessment year 2023- 24. The Notice alleged that whilst FLFL had deducted TDS amounting to ₹44.30 million, it failed to deposit such amount within the prescribed time limits under the IT Act. Furthermore, the Tax Authority treated the Noticee as the “Principal Officer” under section 2(35) of the IT Act for prosecution proceedings under sections 276B/276BB read with section 278B. In reply to the Notice, the Noticee submitted that he resigned from his position as a non-executive director with effect from 348March 12, 2022 and therefore, was not associated with FLFL for the relevant assessment year. The matter is currently pending. 3. The Commissioner of Income Tax, TDS -1, Mumbai (“Tax Authority”) issued a notice under section 279(1) of the Income Tax Act, 1961 (“IT Act”) dated June 20, 2023 (“Notice 1”) to Rahul Garg, our Non-Executive Director (“Noticee”) in his capacity as a director of Future Retail Limited (“FRL”) in relation to assessment year 2021-2022. Notice 1 alleged that deducted tax deducted at source (“TDS”) amounting to ₹ 427.72 million on various dates during the relevant assessment year but failed to deposit such amount into the government account within the prescribed time limits under the IT Act. Further, the Tax Authority treated the Noticee as the “Principal Officer” under section 2(35) of the IT Act, for the purposes of prosecution proceedings under sections 276B/276BB read with section 278B of the IT Act. Subsequently, the Tax Authority issued another notice dated March 6, 2025 (“Notice 2”) requiring the Noticee to show cause why sanction under section 279(1) of the IT Act should not be granted to file prosecution complaint against him under sections 276B/276BB read with section 278B for the alleged default in late payment of TDS for the relevant assessment year. In reply, the Noticee submitted that he was a non-executive director of FRL and was not involved in its day-to-day business affairs. The matter is currently pending. IX. Outstanding dues to Creditors As of March 31, 2025, our Company has 904 creditors, and the aggregate outstanding dues to these creditors by our Company are ₹262.31 million. As per the Materiality Policy, a creditor of our Company has been considered to be material if the amounts due to such creditor is equal to or exceeds 5% of the total trade payables of our Company as of March 31, 2025 (i.e., to whom our Company owes an amount having a monetary value exceeding an amount of ₹20.92 million as of March 31, 2025). Details of outstanding dues owed to material creditors, micro, small and medium enterprises and other creditors as of March 31, 2025 are set out below: Types of Creditors Number of Creditors Amount involved (in ₹ million) Micro, small and medium enterprises* 385 123.80 Other creditors 517 94.68 Material creditors 2 43.83 Total outstanding dues 904 262.31 As certified by B.B. & Associates, Chartered Accountants, pursuant to their certificate dated September 22, 2025. *As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended. The details pertaining to outstanding overdues towards our material creditors and their names are available on the website of our Company at www.purplestylabs.com/investor-relations. X. Material Developments Except as disclosed elsewhere in this Draft Red Herring Prospectus, there have not arisen, since the date of the last financial statement disclosed in this Draft Red Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our trading or profitability or the value of our assets or our ability to pay our liabilities within the next 12 months from the date of filing of the Draft Red Herring Prospectus. 349GOVERNMENT AND OTHER APPROVALS Our business requires various approvals, licenses, registrations, and permits issued by relevant governmental, statutory and regulatory authorities under various rules and regulations. We have set out below an indicative list of such material and necessary approvals, consents, licenses, permits and registrations from various governmental, statutory and regulatory authorities required to be obtained by our Company and its Material Subsidiary for the purpose of undertaking our business activities and operations (“Material Approvals”). In the event any of the Material Approvals expire in the ordinary course of business, we shall make applications for their renewal from time to time, in accordance with applicable law. Unless otherwise stated, these Material Approvals are valid as on the date of this Draft Red Herring Prospectus. For details of the risks associated with not obtaining or delay in obtaining the requisite approvals, see “Risk Factors – We are required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to operate our business, and any delay or inability in obtaining, renewing or maintaining such permits, licenses and approvals could result in an adverse effect on our business, financial condition, cash flows, results of operations and prospects” on page 43. I. Incorporation details of our Company and its Material Subsidiary For details of incorporation of our Company and its Material Subsidiary, see “History and Certain Corporate Matters – Brief history of our Company” and “History and Certain Corporate Matters – Our Indian Subsidiary” on pages 205 and 209, respectively. II. Approvals in relation to the Issue For details regarding corporate and other approvals obtained by our Company in relation to the Issue, see “Other Regulatory and Statutory Disclosures - Authority for the Issue” on page 355. III. Labour and employment related approvals Labour and employment related approvals obtained by our Company a. Registration under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, issued by the Employees’ Provident Fund Organisation. b. Registrations under the Employees State Insurance Act, 1948, issued by the regional or sub-regional offices of the Employees’ State Insurance Corporation, as applicable, in Maharashtra and New Delhi. c. Registration under the Maharashtra Labour Welfare Fund Act, 1953, issued by the Maharashtra Labour Welfare Board. Labour and employment related approvals obtained by our Material Subsidiary a. Registration under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, issued by the Employees’ Provident Fund Organisation. b. Registrations under the Employees State Insurance Act, 1948, issued by the regional or sub-regional offices of the Employees’ State Insurance Corporation, as applicable, in New Delhi, Gujarat, Madhya Pradesh, Maharashtra, Karnataka, Tamil Nadu, Telangana and West Bengal. c. Registrations under the applicable state labour welfare fund legislation, issued by the relevant state welfare board in Gujarat, New Delhi, Madhya Pradesh, Maharashtra, Tamil Nadu, Telangana and West Bengal. IV. Tax related registrations Tax related registrations obtained by our Company a. The permanent account number issued by the Income Tax Department, Government of India under the Income Tax Act, 1961. b. The tax deduction account number issued by the Income Tax Department, Government of India under the Income Tax Act, 1961. c. Goods and services tax registration under the Central Goods and Services Tax Act, 2017, and applicable state legislations, issued by the relevant central and state authorities in New Delhi and Maharashtra. 350d. Certificate of enrolment and registration under the Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975, issued by the Maharashtra Goods and Services Tax Department. Tax related registrations obtained by our Material Subsidiary a. The permanent account number issued by the Income Tax Department, Government of India under the Income Tax Act, 1961. b. The tax deduction account number issued by the Income Tax Department, Government of India under the Income Tax Act, 1961. c. Goods and services tax registration under the Central Goods and Services Tax Act, 2017, and applicable state legislations, issued by the relevant central and state authorities in New Delhi, Gujarat, Madhya Pradesh, Maharashtra, Karnataka, Tamil Nadu, Telangana and West Bengal. d. Certificates of enrolment and registration under the applicable state professional tax legislations, issued by the relevant state authorities in Gujarat, Madhya Pradesh, Maharashtra, Karnataka, Tamil Nadu, Telangana and West Bengal. V. Trade-related approvals Trade-related approvals obtained by our Company a. Importer-Exporter Code under the Foreign Trade (Development and Regulation) Act, 1992, issued by the Office of the Additional Directorate General of Foreign Trade, Mumbai. b. General trade/storage license, under the Delhi Municipal Corporation Act, 1957, issued by the Municipal Corporation of Delhi (Central Licensing and Enforcement Cell). Trade-related approvals obtained by our Material Subsidiary a. Importer-Exporter Code under the Foreign Trade (Development and Regulation) Act, 1992, issued by the Office of the Additional Directorate General of Foreign Trade, Mumbai. b. General trade/storage license, under the Delhi Municipal Corporation Act, 1957, issued by the Municipal Corporation of Delhi (Central Licensing and Enforcement Cell). c. Trade license, under the Hyderabad Municipal Corporations Act, 1955, issued by the Greater Hyderabad Municipal Corporation. d. Trade license, under the Karnataka Municipal Corporations Act, 1976, issued by the Bruhat Bangalore Mahanagara Palike (Health Department). e. Trade license, under the West Bengal Municipal Corporation Act, 2006, issued by the Kolkata Municipal Corporation. f. Trade license, under the Tamil Nadu District Municipality Act, 1920, issued by the Greater Chennai Corporation (Revenue Department). VI. Approvals in relation to our Registered and Corporate Office Our Company requires approvals and/or licenses under various state and central laws, rules and regulations for our Registered and Corporate Office, which amongst others, include: a. License to operate our Registered and Corporate Office under the Maharashtra Shop and Establishments (Regulations of Employment and Conditions of Service) Act, 2017, issued by the local municipal authority; b. Fire safety certificate under the Maharashtra Fire Prevention and Life Measures Act, 2006 issued by the local fire services department; and c. Signage licenses under the Mumbai Municipal Corporation Act, 1888, issued by local municipal authority. 351VII. Material Approvals in relation to our Experience Centers As on the date of this Draft Red Herring Prospectus, our physical store presence in India comprises of 13 Experience Centers spread across various locations in New Delhi, Gujarat, Maharashtra, Karnataka, Telangana, Tamil Nadu and West Bengal. These Experience Centers are operated through our Material Subsidiary. For details of our Experience Centers, see “Our Business – Our Experience Centers” on page 188. In order to operate such Experience Centers, our Material Subsidiary requires approvals and/or licenses under various state and central laws, rules and regulations. These approvals and/or licenses for our Experience Centers in India, amongst others, include: a. Licenses to operate our Experience Centers under the applicable state shops and establishment (wherever enacted or in force), issued by the relevant local municipal authorities or labour departments, in New Delhi, Gujarat, Karnataka, Madhya Pradesh, Maharashtra, Tamil Nadu, West Bengal and Telangana; b. Fire safety certificates under the applicable state fire prevention/fire safety legislation (wherever enacted or in force) issued by the relevant local municipal authorities or fire services department, in Gujarat, Madhya Pradesh, Maharashtra, Tamil Nadu and Telangana; and c. Signage licenses under the Delhi Municipal Corporation Act, 1957 and the Mumbai Municipal Corporation Act, 1888, issued by local municipal authorities of areas, where our stores are located and where local laws require such licenses to be obtained. VIII. Pending Material Approvals Material Approvals required but not yet applied for As on the date of this Draft Red Herring Prospectus, there are no Material Approvals required by our Company or our Material Subsidiary, which have not yet been applied for. Material Approvals required for which fresh applications have been made but are yet to be received a. Application dated September 2, 2025 for obtaining trade license, under the Madhya Pradesh Municipal Corporations Act, 1956, issued by the Madhya Pradesh Nagar Palika, Government of Madhya Pradesh for our Experience Center located in Indore, Madhya Pradesh. b. Application dated August 25, 2025 for obtaining licenses for sign boards, under the Kolkata Municipal Corporation Act, 1980, issued by the Kolkata Municipal Corporation (advertisement department), Government of West Bengal, for our Experience Center located in Kolkata, West Bengal. Material Approvals expired and renewals yet to be applied for As on the date of this Draft Red Herring Prospectus, there are no Material Approvals obtained by our Company or our Material Subsidiary which have expired, and in respect of which renewals are yet to be applied for. Material Approvals expired for which renewal applications are made but are yet to be received As on the date of this Draft Red Herring Prospectus, there are no Material Approvals obtained by our Company or our Material Subsidiary which have expired, and in respect of which renewals applications are made but are yet to be received: IX. Intellectual Property For details of our intellectual property, see “Our Business – Intellectual Property” and “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations or any revaluation of assets, in the last 10 years” on pages 196 and 207 respectively. For risks associated with our intellectual property, see “Risk Factors – We may be unable to adequately maintain, protect and enforce our intellectual property rights, and may not be able to prevent others from unauthorised use of our intellectual property and other proprietary rights, which could harm our business and competitive position” on page 35. 352SECTION VII: OUR GROUP COMPANY In accordance with the SEBI ICDR Regulations, for the purpose of identification of group companies, our Company has considered: (i) such companies (other than our Promoters and Subsidiaries) with which there were related party transactions during the period for which the financial information has been disclosed in this Draft Red Herring Prospectus, as covered under the applicable accounting standards; and (ii) any other company as considered material by the Board (“Materiality Policy”). In relation to point (ii) above (in addition to the companies identified as “group company” under point (i) above), our Board, through its resolution dated September 12, 2025, has also considered such companies as material for classification as “group companies”, which are not our Subsidiaries and are members of our Promoter Group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, and have entered into one or more transactions with our Company during the most recent completed financial year and stub period, if any, which individually or cumulatively in value, exceeds 10% of the consolidated revenue from operations of the Company for the most recent completed financial year. Accordingly, based on the parameters outlined above, as on the date of this Draft Red Herring Prospectus, our Company has identified Wazir Advisors Private Limited as our Group Company. In accordance with the SEBI ICDR Regulations, certain financial information in relation to our Group Company for the previous three financial years (to the extent available as on the date of the DRHP), extracted from its respective audited financial statements (as applicable for unlisted group companies) is hosted on the website of our Group Company at https://wazir.in/wp- content/uploads/2025/08/Wazir-Advisors-Financial-3-Year.pdf. Our Company is providing links to such website solely to comply with the requirement specified under the SEBI ICDR Regulations. Such financial information of the Group Company and other information provided on such website does not constitute a part of this Draft Red Herring Prospectus. Such information should not be considered as part of information that any investor should consider before making any investment decision. In accordance with the SEBI ICDR Regulations, details of our Group Company has been set out below. Wazir Advisors Private Limited Registered Office The registered office of Wazir Advisors Private Limited is situated at 3rd Floor, Plot No. 115, Institutional Area, Sector 44, Gurgaon, India 122 002. Financial information Certain financial information derived from the audited financial statements of Wazir Advisors Private Limited for Fiscal Years 2024, 2023, and 2022, as required by the SEBI ICDR Regulations, is available on the website of Wazir Advisors Private Limited at https://wazir.in/wp-content/uploads/2025/08/Wazir-Advisors-Financial-3-Year.pdf. Nature and extent of interest of our Group Company In the promotion of our Company Our Group Company does not have any interest in the promotion of our Company. In the properties acquired by our Company in the past three years before filing this Draft Red Herring Prospectus or proposed to be acquired by our Company Our Group Company is not interested, directly or indirectly, in the properties acquired by our Company in the three years preceding the filing of this Draft Red Herring Prospectus or proposed to be acquired by our Company. In transactions for acquisition of land, construction of building and supply of machinery, etc. Our Group Company is not interested in any transactions by our Company for acquisition of land, construction of building or supply of machinery, etc. 353Common pursuits among our Group Company and our Company There are no common pursuits amongst our Group Company and our Company. Related business transactions with our Group Company and significance on the financial performance of our Company Except as disclosed in “Restated Consolidated Financial Information – Note 47 - Related party disclosures” on page 286, there are no other related business transactions with our Group Company. Litigation As on the date of this Draft Red Herring Prospectus, there is no pending litigation involving our Group Company which may have a material impact on our Company. Business interest of our Group Company Except in the ordinary course of business and as stated in “Restated Consolidated Financial Information – Note 47 - Related party disclosures” on page 286, our Group Company does not have any business interest in our Company. Other confirmations The equity shares of our Group Company are not listed on any stock exchange. There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of our Company) and our Group Company and their directors. There is no conflict of interest between the lessors of immovable properties (crucial for operations of our Company) and our Group Company and their directors. 354SECTION VIII: OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue The Issue has been authorised by our Board pursuant to their resolution dated June 18, 2025 read with the resolution dated September 12, 2025, and by a resolution passed by our Shareholders at their meeting held on August 28, 2025. For details, see “The Issue” beginning on page 58. This Draft Red Herring Prospectus has been approved pursuant to a resolution passed by our Board on September 22, 2025. In-principle listing approvals Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters dated [●] and [●], respectively. Prohibition by SEBI, RBI or other Governmental Authorities Our Company, Promoter, members of Promoter Group and Directors are not prohibited from accessing the capital markets 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. Our Directors and Promoter are not directors or promoters of any other company which has been debarred from accessing the capital markets by SEBI. Our Company, Promoter and Directors 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 or Fraudulent Borrowers issued by the RBI. Our Promoter or Directors have not been declared as Fugitive Economic Offenders. All the Equity Shares are fully paid up and there are no partly paid up Equity Shares as on the date of filing of this Draft Red Herring Prospectus. Directors associated with the Securities Market None of our Directors are associated with the securities market, in any manner. There have been no outstanding actions initiated by SEBI against our Directors in the five years preceding the date of this Draft Red Herring Prospectus. Confirmation under Companies (Significant Beneficial Owners) Rules, 2018 Our Company, Promoter and members of the Promoter Group are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as amended to the extent applicable to their respective holding of Equity Shares, as on the date of this Draft Red Herring Prospectus. Eligibility for the Issue Our Company is eligible for the Issue in accordance with Regulation 6(2) of the SEBI ICDR Regulations, which states as follows: “An issuer not satisfying the condition stipulated in sub-regulation (1) of the SEBI ICDR Regulations shall be eligible to make an initial public offer only if the issue is made through the book-building process and the issuer undertakes to allot at least seventy- five per cent of the net offer to qualified institutional buyers and to refund the full subscription money if it fails to do so.” We are an unlisted company that does not satisfy the conditions specified in Regulation 6(1)(b) of the SEBI ICDR Regulations and are therefore required to meet the conditions detailed in Regulation 6(2) of the SEBI ICDR Regulations. As set forth below, our Company does not have an average operating profit of at least ₹150.00 million, calculated on a restated and consolidated basis, for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023: (in ₹ million) Particulars Financial year ended as on March 31, 2025 March 31, 2024 March 31, 20223 Net tangible assets (A) 1,100.13 304.40 485.39 Operating profit/(loss) (B) (1,396.69) (126.13) (185.11) Average operating profits (569.31) Net worth (C) 1,186.97 408.77 592.84 355Particulars Financial year ended as on March 31, 2025 March 31, 2024 March 31, 20223 Monetary assets (D) 104.79 32.92 75.69 Monetary assets, as a % of net tangible assets (D) / (A) 9.53% 10.81% 15.59% Notes: (A) (in ₹ million) As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Total assets 4,982.51 4,597.52 3,297.45 Less: Total liabilities 3,795.54 4,188.75 2,704.61 Net assets 1,186.97 408.77 592.84 Less: Other intangible assets (16.71) (19.79) (22.87) Less: Goodwill (70.13) (84.58) (84.58) Net tangible assets (A) 1,100.13 304.40 485.39 (a) Net tangible assets means the sum of all the net assets of the Company excluding intangible assets, as defined in Indian Accounting Standard (Ind AS) 38 issued by the Institute of Chartered Accountants of India, in accordance with Regulation 2(1)(gg) of the SEBI ICDR Regulations. (B) (in ₹ million) Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Profit /(Loss) before tax (1,885.50) (477.10) (413.89) Less: Other income (40.92) (56.60) (21.82) Add: Finance costs 529.73 407.57 250.60 Operating profit/(loss) (B) (1,396.69) (126.13) (185.11) (a)Operating profit/(loss) is defined as profit before finance costs, other income and tax expense. (C) (in ₹ million) As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Paid up equity share capital 0.41 0.29 0.29 Reserve and Surplus* 1,186.56 408.48 592.55 Net worth (C) 1,186.97 408.77 592.84 * Reserve and Surplus Share based payment reserve 1,227.68 - - Security premium 4,194.85 2,750.61 2,453.30 Retained earnings (4,230.46) (2,343.59) (1,864.06) Foreign Currency Translation Reserve (24.45) (18.57) (9.95) Equity component of compulsorily convertible preference shares 18.94 20.03 13.26 Reserve and Surplus 1,186.56 408.48 592.55 (a)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, as per the audited balance sheet, 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. (b) Reserve and Surplus represents “Other equity” as per Restated Consolidated Financial Information of our Company. (D) (in ₹ million) As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Cash and cash equivalents 103.78 31.91 75.69 Other bank balances 1.01 1.01 - Monetary assets (D) 104.79 32.92 75.69 (a)Monetary assets represent the sum of cash and cash equivalents and other bank balances. We are therefore required to allot not less than 75% of the Issue to QIBs to meet the conditions as detailed under Regulation 6(2) of the SEBI ICDR Regulations. Provided that in accordance with Regulation 40(3) of the SEBI ICDR Regulations, the QIB Portion will not be underwritten by the Underwriters, pursuant to the Underwriting Agreement. Further, not more than 15% of the Issue shall be available for allocation to NIBs of which one-third of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million and two-thirds of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹1.00 million provided that under-subscription in either of these two sub-categories of the Non-Institutional Category may be allocated to Bidders in the other sub-category of Non- Institutional Category in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. Further, not more than 10% of the Issue shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. In the event we fail to do so, the full application monies shall be refunded to the Bidders, in accordance with the SEBI ICDR Regulations. Our Company shall not make an Allotment if the number of prospective Allottees is less than 1,000 in accordance with Regulation 49(1) of the SEBI ICDR Regulations and other applicable law. Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 5 of the SEBI ICDR Regulations, to the extent applicable. Our Company is in compliance with the conditions specified in Regulations 5 and 7(1), to the extent applicable, of the SEBI ICDR Regulations and will ensure compliance 356with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations, to the extent applicable. The status of compliance of our Company with the conditions as specified under Regulations 5 and 7(1) of the SEBI ICDR Regulations are as follows: (i) Our Company, our Promoter, members of the Promoter Group and our Directors are not debarred from accessing the capital markets by SEBI; (ii) The companies with which our Promoter or Directors are associated as a promoter or director are not debarred from accessing the capital markets by SEBI; (iii) None of our Company, our Promoter or Directors is a Wilful Defaulter or Fraudulent Borrower; (iv) None of our Promoter or Directors have been declared as a Fugitive Economic Offender; (v) Except for the allotment of Equity Shares pursuant to the exercise of employee stock options granted under ESOP 2024, there are no outstanding convertible securities of our Company or any other right which would entitle any person with any option to receive Equity Shares of our Company as on the date of filing of this Draft Red Herring Prospectus; (vi) Our Company along with Registrar to the Issue has entered into tripartite agreements dated April 25, 2025 each, with NSDL and CDSL, respectively, for dematerialisation of the Equity Shares; (vii) The Equity Shares of our Company held by our Promoter, members of the Promoter Group, Directors, Key Managerial Personnel, members of Senior Management, employees, QIBs, and entities regulated by the financial sector regulators (as defined under the SEBI ICDR Regulations), to the extent applicable, are in dematerialised form; (viii) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this Draft Red Herring Prospectus. (ix) There are no requirements to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised through the Fresh Issue. DISCLAIMER CLAUSE OF SEBI IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING PROSPECTUS TO SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING AXIS CAPITAL LIMITED AND IIFL CAPITAL SERVICES LIMITED (FORMERLY KNOWN AS IIFL SECURITIES LIMITED) (“BRLMS”), HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI ICDR REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BRLMS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMs HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 22, 2025 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SEBI ICDR REGULATIONS THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE BRLMS, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS. All applicable legal requirements pertaining to the Issue will be complied with at the time of filing of the Red Herring Prospectus and the Prospectus, as applicable, with the RoC in terms of the Companies Act. 357Disclaimer from our Company, the Directors and BRLMs Our Company, Directors and the BRLMs accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our instance and anyone placing reliance on any other source of information, including our Company’s website, i.e., www.purplestylelabs.com, or the respective websites of our Promoter, Promoter Group or any affiliate of our Company would be doing so at their own risk. The BRLMs accept no responsibility, save to the limited extent as provided in the Issue Agreement, and as will be provided for in the Underwriting Agreement. All information, to the extent required in relation to the Issue, shall be made available by our Company and the BRLMs to the Bidders and the public at large and no selective or additional information would be made available for a section of the investors in any manner whatsoever, including at road show presentations, in research or sales reports, at the Bidding Centres or elsewhere. Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters and their respective directors, officers, agents, affiliates, trustees and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our Company, the Underwriters and each of their respective directors, officers, agents, affiliates, trustees and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares. The BRLMs and their respective associates (as defined in the SEBI Merchant Bankers Regulations) and affiliates in their capacity as principals or agents may engage in transactions with, and perform services for, our Company, and our Group Company, and their respective directors and officers, partners, trustees, affiliates, associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company and our Group Company, and each of their respective directors and officers, partners, trustees, affiliates, associates or third parties, for which they have received, and may in the future receive, compensation. As used herein, the term ‘affiliate’ means any person or entity that controls or is controlled by or is under common control with another person or entity. Disclaimer in respect of jurisdiction The Issue is being made in India to persons resident in India (who are competent to contract under the Indian Contract Act, 1872, including Indian nationals resident in India, HUFs, companies, other corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, domestic Mutual Funds, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold and invest in equity shares, multilateral and bilateral development financial institutions, state industrial development corporations, public financial institutions under Section 2(72) of the Companies Act, insurance companies registered with IRDAI, provident funds with minimum corpus of ₹250 million (subject to applicable law) and pension funds with minimum corpus of ₹250 million registered with the Pension Fund Regulatory and Development Authority established under section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, National Investment Fund, insurance funds set up and managed by army, navy or air force of Union of India, insurance funds set up and managed by the Department of Posts, GoI, Systemically Important NBFCs registered with the RBI and registered multilateral and bilateral development financial institutions) and permitted Non-Residents including FPIs and Eligible NRIs and AIFs that they are eligible under all applicable laws and regulations to purchase the Equity Shares. This Draft Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe to or purchase Equity Shares issued hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform him or herself about, and to observe, any such restrictions. Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai, India only. This Draft Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares in the Issue in any jurisdiction, including India. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been filed with the SEBI for its observations. Accordingly, the Equity Shares represented thereby may not be issued, directly or indirectly, and the Red Herring Prospectus may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any offer or sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our Company since the date of this Draft Red Herring Prospectus or that the information contained herein is correct as at any time subsequent to this date. Invitations to subscribe to or purchase the Equity Shares in the Issue will be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Issue, which comprises the Red Herring Prospectus and the preliminary international wrap for the Issue, if the recipient is outside India. No person outside India is eligible to Bid for Equity Shares in the Issue unless that person has received the preliminary offering memorandum for the Issue, which contains the selling restrictions for the Issue outside India. 358Eligibility and Transfer Restrictions The Equity Shares issued in the Issue 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, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions as defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Eligible Investors The Equity Shares are being issued outside the United States in “offshore transactions” as defined in, and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur who are deemed to have made the representations set forth immediately below. All Equity Shares Issued Pursuant to the Issue Each purchaser that is acquiring the Equity Shares offered pursuant to the Issue, by its acceptance of this Draft Red Herring Prospectus, Red Herring Prospectus, the Prospectus and of the Equity Shares offered pursuant to the Issue, will be deemed to have acknowledged, represented to and agreed with our Company and the Book Running Lead Managers that it has received a copy of this Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus and such other information as it deems necessary to make an informed investment decision and that: (a) the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Issue in compliance with all applicable laws and regulations; (b) the purchaser acknowledges that the Equity Shares offered pursuant to the Issue have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of or other jurisdiction of the United States and accordingly, may not be offered, resold, pledged or transferred 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; (c) the purchaser is purchasing the Equity Shares offered pursuant to the Issue in an offshore transaction meeting the requirements of Rule 903 of Regulation S under the U.S. Securities Act; (d) the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares offered pursuant to the Issue, was located outside the United States at the time (i) the offer for such Equity Shares was made to it and (ii) when the buy order for such Equity Shares was originated and continues to be located outside the United States and has not purchased such Equity Shares for the account or benefit of any person in the United States or entered into any arrangement for the transfer of such Equity Shares or any economic interest therein to any person in the United States; (e) the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate; (f) if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged or otherwise transferred only (A) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act and (B) in accordance with all applicable laws, including the securities laws of the States of the United States. The purchaser understands that the transfer restrictions will remain in effect until our Company determines, in its sole discretion, to remove them; (g) neither the purchaser nor any of its affiliates (as defined in Rule 405 of the U.S. Securities Act), nor any person acting on behalf of the purchaser or any of its affiliates (as defined in Rule 405 of the U.S. Securities Act), is acquiring the Equity Shares as a result of any “directed selling efforts” as defined in Regulation S under the U.S. Securities Act in the United States with respect to the Equity Shares; (h) the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our Company determine otherwise in accordance with applicable law, will bear a legend substantially to the following effect: “THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR WITH 359ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER OR ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.” (i) our Company will not recognise any offer, sale, pledge or other transfer of such Equity Shares made other than in compliance with the above-stated restrictions; and (j) the purchaser acknowledges that our Company, the Book Running Lead Managers, their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of such acknowledgements, representations and agreements deemed to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly notify our Company and the Book Running Lead Managers, and if it is acquiring any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account. Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum number of Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including any offshore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than in accordance with applicable laws. Disclaimer Clause of BSE As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and Prospectus prior to the filing with the RoC. Disclaimer Clause of NSE As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and Prospectus prior to the filing with the RoC. Listing The Equity Shares issued through the Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and NSE. Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity Shares. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be finalised. If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working Days from the Bid/Issue Closing Date or such other time as prescribed by SEBI. If our Company does not Allot Equity Shares pursuant to the Issue within such timeline as prescribed by SEBI, it shall repay without interest all monies received from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period or such other rate prescribed by SEBI. Consents Consents in writing of our Directors, our Company Secretary and Compliance Officer, legal counsel to our Company as to Indian law, Bankers to our Company, the BRLMs, Registrar to the Issue, 1Lattice, Joint Statutory Auditors, independent chartered accountant to act in their respective capacities, have been obtained and such consents have not been withdrawn until the date of this Draft Red Herring Prospectus, and consents in writing of the Syndicate Members, Escrow Collection Bank(s)/ Refund Bank(s)/ Public Issue Account/ Sponsor Bank(s) and the Monitoring Agency to act in their respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required under the Companies Act and such consents shall not be withdrawn up to the time of delivery of the Red Herring Prospectus for filing with the RoC. 360Experts to the Issue Except as disclosed below, our Company has not obtained any expert opinions: Our Company has received a written consent dated September 22, 2025 from our Joint Statutory Auditors, namely, Walker Chandiok & Co LLP, Chartered Accountants and Kedia & Agrawal, Chartered Accountants, holding valid peer review certificates from the ICAI each, to include their names in this Draft Red Herring Prospectus as required under Section 26 of the Companies Act, 2013 read with SEBI ICDR Regulations, and as “experts” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Joint Statutory Auditors, and in respect of their (i) examination report dated September 12, 2025 relating to the Restated Consolidated Financial Information; and (ii) statement of special tax benefits dated September 12, 2025 to our Company, Shareholders and Material Subsidiary, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Our Company has received a written consent dated September 22, 2025, from B.B. & Associates, Chartered Accountants, holding a valid peer review certificate from the ICAI, to include their name in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of Companies Act and as required under Section 26(5) and any other applicable provisions of the Companies Act in respect of the certificates issued by them in their capacity as an independent chartered accountant to our Company, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Our Company has received written consent dated September 22, 2025 from Manish Ghia & Associates, Company Secretaries holding a valid peer review certificate from the Peer Review Board of the Institute of Company Secretaries of India, to include their name in this Draft Red Herring Prospectus as required under Section 26(5) of the Companies Act read with SEBI ICDR Regulations, and as an “expert” as defined under Section 2(38) of Companies Act in respect of the certificates issued by them in their capacity as a practicing company secretary, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. It is clarified herein that the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. Particulars regarding public or rights issues during the last five years Our Company has not made any rights issue of Equity Shares (as defined in the SEBI ICDR Regulations) during the five years immediately preceding the date of this Draft Red Herring Prospectus. Further, our Company has not made any public issue of Equity Shares during the five years immediately preceding the date of this Draft Red Herring Prospectus. Particulars regarding capital issues by our Company and its listed subsidiaries, group companies, associate entities during the last three years Other than as disclosed in “Capital Structure – Notes to the Capital Structure – Share capital history of our Company” on page 73, our Company has not made any capital issues during the three years preceding the date of this Draft Red Herring Prospectus. Our Company does not have any listed group company or any listed subsidiary. Our Company does not have any associate companies. Commission and Brokerage paid on previous issues of the Equity Shares in the last five years Since this is the initial public offer of Equity Shares, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the last five years preceding the date of this Draft Red Herring Prospectus. Performance vis-à-vis objects – Public/rights issue of our Company Our Company has not made any public/rights issue (as defined in the SEBI ICDR Regulations) during the last five years preceding the date of this Draft Red Herring Prospectus. Performance vis-à-vis objects – Public/rights issue of the listed subsidiaries and promoter As on the date of this Draft Red Herring Prospectus, none of our Subsidiaries are listed on any stock exchanges. Further, our Company does not have a corporate promoter. 361Price information of past issues handled by the BRLMs I. Axis Capital Limited 1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Axis Capital: S. No. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing price, (₹ Mn.) Price (₹) Price on price, [+/- % change in price, [+/- % change in [+/- % change in closing Listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar days Date calendar days from listing calendar days from listing from listing 1. Bluestone Jewellery And August 19, 15,406.50 517.00 510.00 +15.13%, [+1.40%] - - Lifestyle Limited(2) 2025 2. August 14, JSW Cement Limited(2) 36,000.00 147.00 153.50 +1.17%, [+1.96%] - - 2025 3. National Securities 40,109.54 800.00 August 6, 2025 880.00 +54.48%, [+0.22%] - - Depository Limited*(1) 4. Oswal Pumps Limited(2) 13,873.40 614.00 June 20, 2025 634.00 +17.96%, [-0.57%] +29.28%, [+0.87%] - 5. Schloss Bangalore 35,000.00 435.00 June 2, 2025 406.00 -6.86%, [+3.34%] -8.17%, [-1.17%] - Limited(2) 6. Belrise Industries 21,500.00 90.00 May 28, 2025 100.00 +14.08%, [+3.02%] +58.30%, [+0.87%] - Limited(2) 7. Ather Energy Limited$(2) 29,808.00 321.00 May 6, 2025 328.00 -4.30%, [+0.99%] +8.19%, [+0.76%] - 8. December 30, Carraro India Limited(2) 12,500.00 704.00 651.00 -27.73%, [-2.91%] -56.10%, [-0.53%] -38.17%, [+8.43%] 2024 9. Ventive Hospitality December 30, 16,000.00 643.00 716.00 +5.51%, [-2.91%] +10.80%, [-0.53%] +7.10%, [+8.43%] Limited#(2) 2024 10. Transrail Lighting December 27, 8,389.12 432.00 585.15 +24.45%, [-3.19%] +14.25%, [-1.79%] +48.37%, [+4.26%] Limited(1) 2024 Source: www.nseindia.com; www.bseindia.com (1)BSE as Designated Stock Exchange. (2)NSE as Designated Stock Exchange. * Offer price was ₹ 724.00 per equity share to eligible employees. $ Offer price was ₹ 291.00 per equity share to eligible employees. # Offer price was ₹ 613.00 per equity share to eligible employees. 3622. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Axis Capital: Financial Total no. Total amount No. of IPOs trading at discount No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium - Year of IPOs of funds raised - 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing (₹ Mn.) Over Between Less than Over Between Less than Over Between Less than Over Between Less than 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 2025-2026* 7 191,697.44 - - 2 1 - 4 - - - - - - 2024-2025 20 445,928.65 - 1 2 7 6 4 - 3 3 9 1 4 2023-2024 18 218,638.22 - - 4 2 6 6 - - 3 7 4 4 Notes: 1. The information is as on the date of this Draft Red Herring Prospectus. 2. The information for each of the financial years is based on issues listed during such financial year. 3. Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available. 363II. IIFL Capital Services Limited (formerly known as IIFL Securities Limited) 1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by IIFL: S. No. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing price*, (₹ Mn.) Price (₹) Price on price*, [+/- % change in price*, [+/- % change in [+/- % change in closing Listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar days Date calendar days from listing calendar days from listing from listing 1. Bluestone Jewellery and August 19, 15,406.50 517.00 510.00 +15.13%, [+1.40%] N.A. N.A. Lifestyle Limited 2025 2. Aditya Infotech Limited 1,300.00 675.00(1) August 5, 2025 1,015.00 +101.14% [+0.27%] N.A. N.A. 3. GNG Electronics Limited 4,604.35 237.00 July 30, 2025 355.00 +42.55%, [-1.42%] N.A. N.A. 4. Smartworks Coworking 5,825.55 407.00(2) July 17, 2025 435.00 +11.79%, [-1.91%] N.A. N.A. Spaces Limited 5. HDB Financial Services 1,25,000.00 740.00 July 2, 2025 835.00 +2.51%, [-2.69%] N.A. N.A. Limited 6. Ellenbarrie Industrial 8,525.25 400.00 July 1, 2025 486.00 +41.09%, [-2.69%] N.A. N.A. Gases Limited 7. Arisinfra Solutions 4,995.96 222.00 June 25, 2025 205.00 -33.84%, [-0.72%] N.A. N.A. Limited 8. Oswal Pumps Limited 13,873.40 614.00 June 20, 2025 634.00 +17.96%, [-0.57%] +29.28%, [+0.87%] N.A. 9. Aegis Vopak Terminals 28,000.00 235.00 June 2, 2025 220.00 +3.74%, [+2.86%] +5.09%, [-1.92%] N.A. Limited 10. Schloss Bangalore 35,000.00 435.00 June 2, 2025 406.00 -6.86%, [+3.34%] -8.17%, [-1.17%] N.A. Limited Source: www.nseindia.com; www.bseindia.com, as applicable. Notes: (1)A discount of ₹60 per equity share was offered to eligible employees bidding in the employee reservation portion. (2)A discount of ₹37 per equity share was offered to eligible employees bidding in the employee reservation portion *Benchmark Index taken as NIFTY 50 or S&P BSE SENSEX, as applicable. Price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered for all of the above calculations. The 30th, 90th and 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th /90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered. % change taken against the Issue Price in case of the Issuer. NA means Not Applicable. The above past price information is only restricted to past 10 initial public offers. 3642. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by IIFL: Financial Total no. Total amount No. of IPOs trading at discount No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium - Year of IPOs of funds raised - 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing (₹ Mn.) Over Between Less than Over Between Less than Over Between Less than Over Between Less than 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 2023-24 15 1,54,777.80 - - 4 3 4 4 - - 1 5 4 5 2024-25 16 4,81,737.17 - - 1 6 4 5 - 2 - 6 4 4 2025-26 10 2,54,231.01 - 1 1 1 2 5 - - - - - - Notes: 1. The information is as on the date of this Draft Red Herring Prospectus. 2. The information for each of the financial years is based on issues listed during such financial year. 3. Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered on the respective date. In case any of the days falls on a non-trading day, the closing price on the previous trading day has been considered. 365Track record of past issues handled by the BRLMs For details regarding the track record of the BRLMs, as specified in the SEBI circular dated January 10, 2012, bearing reference number CIR/MIRSD/1/2012, see the websites of the BRLMs, as provided in the table below: S. No. Name of the BRLM Website 1. Axis Capital Limited www.axiscapital.co.in 2. IIFL Capital Services Limited (formerly known as www.iiflcap.com IIFL Securities Limited) Stock Market Data of Equity Shares This being the initial public offer of Equity Shares of our Company, the Equity Shares are not listed on any stock exchange and accordingly, no stock market data is available for the Equity Shares. Mechanism for Redressal of Investor Grievances The Registrar Agreement provides for the retention of records with the Registrar to the Issue for a period of at least eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges, to enable the investors to approach the Registrar to the Issue for redressal of their grievances. The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. All Issue-related grievances, other than of Anchor Investors may be addressed to the Registrar to the Issue with a copy to the relevant Designated Intermediary with whom the ASBA Form was submitted, giving full details such as name of the sole or First Bidder, ASBA Form number, Bidder’s DP ID, Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), date of ASBA Form and the name and address of the relevant Designated Intermediary where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated Intermediary in addition to the documents or information mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Issue. All grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Bid cum Application Form and the name and address of the Book Running Lead Managers where the Bid cum Application Form was submitted by the Anchor Investor. In case of any delay in unblocking of amounts in the ASBA Accounts exceeding three Working Days from the Bid / Issue Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days from the Bid / Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. In terms of SEBI ICDR Master Circular, SEBI has identified the need to put in place measures, in order to manage and handle investor issues arising out of the UPI Mechanism, inter alia, in relation to delay in receipt of mandates by Bidders for blocking of funds due to systemic issues faced by Designated Intermediaries/SCSBs and failure to unblock funds in cases of partial allotment/non allotment within prescribed timelines and procedures. In terms of SEBI ICDR Master Circular and subject to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. The following compensation mechanism has become applicable for investor grievances in relation to Bids made through the UPI Mechanism, for which the relevant SCSBs shall be liable to compensate the investor: Scenario Compensation amount Compensation period Delayed unblock for cancelled / ₹100 per day or 15% per annum of the Bid Amount, whichever From the date on which the request for cancellation / withdrawn / deleted applications is higher withdrawal / deletion is placed on the bidding platform of the Stock Exchanges till the date of actual unblock Blocking of multiple amounts for the 1. Instantly revoke the blocked funds other than the From the date on which multiple amounts were same Bid made through the UPI original application amount and blocked till the date of actual unblock Mechanism 2. ₹100 per day or 15% per annum of the total cumulative blocked amount except the original Bid Amount, whichever is higher 366Scenario Compensation amount Compensation period Blocking more amount than the Bid 1. Instantly revoke the difference amount, i.e., the From the date on which the funds to the excess of the Amount blocked amount less the Bid Amount and Bid Amount were blocked till the date of actual 2. ₹100 per day or 15% per annum of the difference unblock amount, whichever is higher Delayed unblock for non – Allotted / ₹100 per day or 15% per annum of the Bid Amount, whichever From the Working Day subsequent to the finalization partially Allotted applications is higher of the Basis of Allotment till the date of actual unblock Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint from the investor, for each day delayed, the post- Issue BRLM shall be liable to compensate the investor ₹100 per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from the day on which the investor grievance is received till the date of actual unblock. Further, in accordance with circulars prescribed by SEBI, from time to time, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the Book Running Lead Managers, and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. For helpline details of the Book Running Lead Managers pursuant to the SEBI/HO/CFD/DIL-2/OW/P/2021/2481/1/M dated March 16, 2021, see “General Information – Book Running Lead Managers” on page 65. The Registrar to the Issue shall obtain the required information from the SCSBs and Sponsor Banks for addressing any clarifications or grievances of ASBA Bidders. Our Company, the Book Running Lead Managers and the Registrar to the Issue accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under the SEBI ICDR Regulations. Bidders can contact our Company Secretary and Compliance officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by electronic mode. Disposal of investor grievances by our Company Our Company shall, after filing of this Draft Red Herring Prospectus, obtain authentication on the SCORES in terms of the SEBI master circular SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 in relation to redressal of investor grievances through SCORES. Our Company estimates that the average time required by our Company or the Registrar to the Issue or the SCSB in case of ASBA Bidders, for the redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible. Our Company has not received any investor grievances in relation to the Equity Shares in the last three years preceding the date of this Draft Red Herring Prospectus. As on the date of this Draft Red Herring Prospectus there are no outstanding investor grievances in relation to the Company. Investors can contact the Company Secretary and Compliance Officer, the BRLMs or the Registrar to the Issue in case of any pre- Issue or post-Issue related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. Our Company has also appointed Gulshan Mumtaz Khan, Company Secretary of our Company, as the Compliance Officer for the Issue. For details, see “General Information” beginning on page 64. Our Company has constituted a Stakeholders Relationship Committee comprising Hrishikesh Bhalchandra Parandekar, Abhishek Agarwal and Abhinav Agarwal, as members which is responsible for review and redressal of grievances of the security holders of our Company. For details, see “Our Management – Committees of our Board – Stakeholders Relationship Committee” on page 222. Exemption from complying with any provisions of SEBI ICDR Regulations As on the date of this Draft Red Herring Prospectus, our Company has not received or sought any exemption from the SEBI from compliance with any provisions of securities laws including the SEBI ICDR Regulations. Other confirmations No person connected with the Issue, except for fees or commission for services rendered in relation to the Issue, 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. 367SECTION IX: ISSUE INFORMATION TERMS OF THE ISSUE The Equity Shares being issued and Allotted pursuant to the Issue shall be subject to the provisions of the Companies Act, SEBI ICDR Regulations, SCRA, SCRR, SEBI Listing Regulations, the MoA, AoA, the terms of the Red Herring Prospectus, the Prospectus, the abridged prospectus, Bid cum Application Form, the Revision Form, the CAN/ Allotment Advice and other terms and conditions as may be incorporated in other documents/ certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital and listing and trading of securities, issued from time to time, by SEBI, the GoI, the Stock Exchanges, the RBI, the RoC and/or other authorities, as in force on the date of the Issue and to the extent applicable or such other conditions as may be prescribed by the SEBI, the GoI, the Stock Exchanges, the RBI, the RoC and/or any other authorities while granting its approval for the Issue. Ranking of the Equity Shares The Equity Shares being issued and Allotted in the Issue shall rank pari passu with the existing Equity Shares in all respects including voting, right to receive dividends and other corporate benefits, if any, declared by our Company. The Allottees upon Allotment of Equity Shares under the Issue will be entitled to dividend and other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, see “Description of Equity Shares and Terms of Articles of Association” beginning on page 397. Mode of payment of dividend Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act, the Memorandum and Articles of Association, dividend distribution policy of our Company, provisions of the SEBI Listing Regulations and any other guidelines or directions which may be issued by the GoI in this regard or any other applicable law. Dividends, if any, declared by our Company after the date of Allotment, will be payable to the Allottees in the Issue, for the entire year, in accordance with applicable laws. For further details in relation to dividends, see “Dividend Policy” and “Description of Equity Shares and Terms of Articles of Association” beginning on pages 231 and 397, respectively. Face Value, Issue Price, Floor Price and Price Band The face value of each Equity Share is ₹10 and the Floor Price is ₹[●] per Equity Share and the Cap Price is ₹[●] per Equity Share. The Anchor Investor Issue Price is ₹[●] per Equity Share. The Issue Price, Price Band and the minimum Bid Lot for the Issue will be decided by our Company, in consultation with the BRLMs, and published and advertised in all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] edition of [●], a Marathi daily newspaper, Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is located, each with wide circulation, at least two Working Days prior to the Bid/ Issue Opening Date, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, and shall be made available to the Stock Exchanges for the purpose of uploading the same on their websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available on the respective websites of the Stock Exchanges. The Issue Price shall be determined by our Company, in consultation with the Book Running Lead Managers, after the Bid/Issue Closing Date, on the basis of assessment of market demand for Equity Shares issued by way of the Book Building Process. At any given point of time, there shall be only one denomination for the Equity Shares. The Issue The Issue comprises a Fresh Issue of Equity Shares by our Company. For details in relation to the Issue expenses, see “Objects of the Issue – Issue expenses” on page 110. Compliance with disclosure and accounting norms Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. Rights of the Equity Shareholders Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our equity Shareholders shall have the following rights: • Right to receive dividends, if declared; 368• 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, in accordance with the provisions of the Companies Act; • Right to receive offers for rights shares and be allotted bonus shares, if announced; • Right to receive surplus on liquidation, subject to any statutory and preferential claims being satisfied; • Right of free transferability of their Equity Shares, subject to applicable laws including any RBI rules and regulations; and • Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI Listing Regulations and the Articles of Association of our Company. For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights, dividend, forfeiture, lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and Terms of Articles of Association” beginning on page 397. Allotment only in dematerialised form Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form on the Stock Exchanges. In this context, our Company has entered into the following agreements with the respective Depositories and Registrar to the Issue: • Tripartite agreement dated April 25, 2025 our Company, NSDL and Registrar to the Issue; and • Tripartite agreement dated April 25, 2025 amongst our Company, CDSL and Registrar to the Issue. Market Lot and Trading Lot Since trading of the Equity Shares on the Stock Exchanges shall only be in dematerialised form, the tradable lot is one Equity Share. Allotment in the Issue will be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of [●] Equity Shares for QIBs and RIBs. For NIBs, allotment shall not be less than the Minimum Non-Institutional Application Size. For further details, see “Issue Procedure” beginning on page 377. Jurisdiction Exclusive jurisdiction for the purpose of the Issue is with the competent courts/authorities in Mumbai, Maharashtra, India. The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions as defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Period of operation of subscription list See “– Bid/ Issue Programme” below. Joint Holders Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of the Equity Shares, they will be deemed to hold such Equity Shares as joint holders with benefits of survivorship. Nomination facility to investors In accordance with Section 72 of the Companies Act read with the Companies (Share Capital and Debentures) Rules, 2014, as amended, the Sole Bidder, or the First Bidder along with other joint Bidders, may nominate any one person in whom, in the event of the death of Sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if 369any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale/transfer/alienation of Equity Share(s) by the person nominating. A nomination may be cancelled or varied by nominating any other person in place of the present nominee by the holder of the Equity Shares who has made the nomination by giving a notice of such cancellation. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered and Corporate Office or to the registrar and transfer agents of our Company. Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon the production of such evidence as may be required by the Board, elect either: a) to register himself or herself as the holder of the Equity Shares; or b) to make such transfer of the Equity Shares, as the deceased holder could 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 90 days, our Board may thereafter withhold payment of all dividends, interests, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the Allotment of Equity Shares in the Issue will be made only in dematerialised mode, there is no need to make a separate nomination with our Company. Nominations registered with respective Depository Participant of the Bidder would prevail. If the Bidders want to change the nomination, they are requested to inform their respective Depository Participant. Bid/ Issue programme BID/ISSUE OPENS ON [●](1) BID/ISSUE CLOSES ON [●](2)(3) (1) Our Company may, in consultation with the BRLMs consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date in accordance with the SEBI ICDR Regulations. (2) Our Company, may in consultation with the BRLMs, consider closing the Bid/Issue Period for QIBs one day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations. (3) UPI mandate end time and date shall be at 5.00 pm on Bid/ Issue Closing Date, i.e. [●]. An indicative timetable in respect of the Issue is set out below: Event Indicative Date Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●] Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account* On or about [●] Credit of Equity Shares to dematerialized accounts of Allottees On or about [●] Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●] * In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/Issue Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked; (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non- allotted/ partially allotted Bids, exceeding two Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days from the Bid/ Issue Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated in the manner specified in the SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable, issued by SEBI, and any other applicable law in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI ICDR Master Circular. The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any obligation or liability on our Company or the BRLMs. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the Bid/Issue Closing Date or such other time as prescribed by SEBI, the timetable may be extended due to various factors, such as extension of the Bid/ Issue Period by our Company, in consultation with the BRLMs, revision of the Price Band by our Company in consultation with the BRLMs, or any delay in receiving the final listing and trading approval from the Stock 370Exchanges or delay in receipt of final certificates from SCSBs, etc. The commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws. In terms of the UPI Circulars, in relation to the Issue, the BRLMs will be required to submit reports of compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within three Working Days from the Bid/ Issue Closing Date or such other time as may be prescribed by SEBI, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it. Any circulars or notifications from SEBI after the date of this Draft Red Herring Prospectus may result in changes to the listing timelines. Further, the offer procedure is subject to change basis any revised circulars issued by SEBI to this effect. Submission of Bids (other than Bids from Anchor Investors): Bid/ Issue Period (except the Bid/ Issue Closing Date) Submission and revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST Bid/ Issue Closing Date* Submission of electronic applications (online ASBA through 3-in-1 Only between 10.00 a.m. and 5.00 p.m. IST accounts) for RIBs, other than QIBs and Non-Institutional Investors Submission of electronic applications (bank ASBA through online Only between 10.00 a.m. and up to 4.00 p.m. IST channels like internet banking, mobile banking and syndicate ASBA applications through UPI Mechanism where Bid Amount is up to ₹0.50 million) Submission of electronic applications (syndicate non-retail, non- Only between 10.00 a.m. and up to 3.00 p.m. IST individual applications of QIBs and Non-Institutional Investors) Submission of physical applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST Submission of physical applications (syndicate non-retail, non- Only between 10.00 a.m. and up to 12.00 p.m. IST individual applications of where Bid Amount is more than ₹0.50 million) Modification/ revision/ cancellation of Bids Upward revision of Bids by QIBs and Non-Institutional Investors Only between 10.00 a.m. on the Bid/Issue Opening Date and up to 4.00 categories# p.m. IST on Bid/Issue Closing Date Upward or downward revision of Bids or cancellation of Bids by RIIs Only between 10.00 a.m. on the Bid/Issue Opening Date and up to 5.00 p.m. IST on Bid/Issue Closing Date *UPI mandate end time and date shall be at 5.00 pm on Bid/Issue Closing Date, i.e. [●]. # QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/ withdraw their Bids. On the Bid/ Issue Closing Date, the Bids shall be uploaded until: (i) 4.00 p.m. IST in case of Bids by QIBs and NIBs, and (ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs. On Bid/ Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received by RIBs after taking into account the total number of Bids received up to closure of timings for acceptance of Bid cum Application Forms as stated herein and as reported by the BRLMs to the Stock Exchanges. The Registrar to the Issue shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily basis within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date till the Bid/ Issue Closing Date by obtaining the same from the Stock Exchanges as per the format prescribed in the SEBI ICDR Master Circular. The SCSBs shall unblock such applications by the closing hours of the Working Day and submit the confirmation to the BRLMs and the Registrar to the Issue on a daily basis in accordance with the SEBI ICDR Master Circular. It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account and 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. To 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 Exchanges, after closure of the time for uploading Bids. Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing Date, Bidders are advised to submit their Bids one day prior to the Bid/ Issue Closing Date and in any case no later than 1:00 p.m. IST on the Bid/Issue Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are received on the Bid/ Issue Closing Date, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids and any revision in Bids will be accepted only during Working Days during the Bid/ Issue Period. Bidders may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no. 371NSE/IPO/25101-6 dated July 6, 2006 issued by BSE and NSE, respectively, Bids and any revision in Bids shall not be accepted on Saturdays and public holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchanges. None among our Company or any member of the Syndicate is liable for any failure in (i) uploading the Bids due to faults in any software/ hardware system or otherwise; and (ii) the blocking of Bid Amount in the ASBA Account on receipt of 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. The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the Bid/ Issue Period till 5:00 pm on the Bid/ Issue Closing Date after which the Stock Exchange(s) send the bid information to the Registrar to the Issue for further processing. Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/ Issue Period in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly, however the Floor Price shall not be less than the face value of the Equity Shares. In all circumstances, the Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of the Floor Price. In case of revision in the Price Band, the Bid/ Issue Period shall be extended for at least three additional Working Days after such revision, subject to the Bid/ Issue Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid/Issue Period for a minimum of one Working Day, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in Price Band, and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public announcement and also by indicating the change on the respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable. In case of revision of Price Band, the Bid Lot shall remain the same. In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the purpose of Allotment. Minimum Subscription If our Company does not receive the minimum subscription in the Issue as specified under Rule 19(2)(b) of the SCRR or the minimum subscription of 90% of the Fresh Issue on the Bid/Issue Closing Date; or subscription level falls below aforesaid minimum subscription after the Bid/Issue Closing Date due to withdrawal of Bids or technical rejections or any other reason; or in case of devolvement of Underwriting, aforesaid minimum subscription is not received within 60 days from the date of Bid/Issue Closing Date or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares in the Issue, our Company our Company shall forthwith refund the entire subscription amount received in accordance with applicable law. If there is a delay beyond the prescribed time after our Company becomes liable to pay the amount, our Company and every Director of our Company, who are officers in default, shall pay interest at the rate of 15% per annum or such other amount as prescribed under applicable law. Undersubscription, if any, in any category except the QIB Portion, would be met with spill-over from the other categories at the discretion of our Company, in consultation with the Book Running Lead Managers, and the Designated Stock Exchange. Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000 failing which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on the application money in accordance with applicable laws. Arrangements for disposal of odd lots There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form only and market lot for our Equity Shares will be one Equity Share. New Financial Instruments Our Company is not issuing any new financial instruments through this Issue. Withdrawal of the Issue The Issue shall be withdrawn in the event the requirement of the minimum subscription as prescribed under Regulation 45 of the SEBI ICDR Regulations is not fulfilled. Our Company, in consultation with the Book Running Lead Managers, reserve the right not to proceed with the Fresh Issue, after the Bid/ Issue Opening Date but before Allotment. In such an event, our Company would issue a public notice in the newspapers in which the pre-Issue advertisements were published, within two days of the Bid/ Issue 372Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed. The Book Running Lead Managers, through the Registrar to the Issue, shall notify the SCSBs and the Sponsor Bank(s), 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 Issue 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-Issue advertisements have appeared, and the Stock Exchanges will also be informed promptly. If our Company, in consultation with the Book Running Lead Managers withdraws the Issue after the Bid/ Issue Closing Date and thereafter determine that our Company will proceed with an issue of the Equity Shares, our Company shall file a fresh Draft Red Herring Prospectus with SEBI. Notwithstanding the foregoing, the Issue is also subject to (i) the filing of the Prospectus with the RoC; and (ii) obtaining the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment and within three Working Days of the Bid/ Issue Closing Date or such other time period as prescribed under applicable law; and (ii) the filing of the Prospectus 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. Restrictions, if any on transfer and transmission of Equity Shares Except for the lock-in of the pre-Issue Equity Share capital of our Company, minimum Promoter’s contribution and the Anchor Investor lock-in as provided in “Capital Structure” beginning on page 72, and except as provided in our Articles of Association as detailed in “Description of Equity Shares and Terms of Articles of Association” beginning on page 397, there are no restrictions on transfer and transmission of the Equity Shares, and on their consolidation or splitting. Option to receive Equity Shares in Dematerialized Form Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only in the dematerialized segment of the Stock Exchanges. 373ISSUE STRUCTURE The Issue is of up to [●] equity shares of ₹10 each for cash at a price of ₹[●] per Equity Share (including a premium of ₹[●] per Equity Share) aggregating up to ₹6,600.00 million comprising of a Fresh Issue of up to [●] equity shares of ₹10 each aggregating up to ₹6,600.00 million by our Company. The Issue will constitute [•]% of the post-Issue paid-up Equity Share capital of our Company. For further details, see “The Issue” beginning on page 58. Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities aggregating up to ₹1,300.00 million, as may be permitted under the applicable law, at our discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be applied towards the Objects in compliance with applicable law. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. In terms of Rule 19(2)(b) of the SCRR, the Issue is being made through the Book Building Process, in compliance with Regulation 6(2) and Regulation 31 of the SEBI ICDR Regulations: Particulars QIBs(1) NIBs RIBs Number of Equity Shares Not less than [●] equity shares of Not more than [●] equity shares of Not more than [●] equity shares of ₹10 available for Allotment or ₹10 each ₹10 each available for allocation or each available for allocation or Issue allocation*(2) Issue less allocation to QIB Bidders less allocation to QIB Bidders and and RIBs NIBs Percentage of Issue size Not less than 75% of the Issue Not more than 15% of the Issue, or Not more than 10% of the Issue or the available for Allotment or shall be available for allocation to the Issue less allocation to QIB Issue less allocation to QIB Bidders allocation QIB Bidders. However, 5% of the Bidders and RIBs shall be available and NIBs shall be available for Net QIB Portion shall be available for allocation, subject to the allocation for allocation proportionately to following: Mutual Funds only. Mutual Funds participating in the Mutual Fund (i) one-third of the portion Portion will also be eligible for available to NIBs shall be allocation in the remaining reserved for applicants with an balance Net QIB Portion. The application size of more than unsubscribed portion in the ₹0.20 million and up to ₹1.00 Mutual Fund Portion will be million; and available for allocation to the Net (ii) two-third of the portion QIB Portion. available to NIBs shall be reserved for applicants with application size of more than ₹1.00 million provided that the unsubscribed portion in either of the subcategories specified above may be allocated to applicants in the other sub-category of NIBs. Basis of Allotment if Proportionate as follows The Equity Shares available for Allotment to each RIB shall not be less respective category is (excluding the Anchor Investor allocation to NIBs under the Non- than the minimum Bid Lot, subject to oversubscribed* Portion): Institutional Portion, shall be availability of Equity Shares in the subject to the following: Retail Portion and the remaining a) Up to [●] equity shares of a) one third of the portion available Equity Shares if any, shall be ₹10 each shall be available available to NIBs being [●] Allotted on a proportionate basis. For for allocation on a equity shares of ₹10 each are details, see “Issue Procedure” proportionate basis to reserved for Bidders with an beginning on page 377. Mutual Funds only; and application size of more than b) Up to [●] equity shares of ₹0.20 million and up to ₹1.00 ₹10 each shall be available million; and for allocation on a b) two third of the portion proportionate basis to all available to NIBs being [●] other QIBs, including equity shares of ₹10 each are Mutual Funds receiving reserved for Bidders with an allocation as per (a) above application size of more than 374Particulars QIBs(1) NIBs RIBs ₹1.00 million. Up to 60% of the QIB Category (of up to [●] equity shares of ₹10 Provided that the unsubscribed each) may be allocated on a portion in either of the categories discretionary basis to Anchor specified in (a) or (b) above, may be Investors of which one-third shall allocated to Bidders in the other be available for allocation to category. domestic Mutual Funds only, subject to valid Bids being The Allotment to each Non- received from Mutual Funds at or Institutional Bidder shall not be less above the Anchor Investor than the minimum application size, Allocation Price subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be Allotted on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. For details, see “Issue Procedure” beginning on page 377. Mode of Bid(3) Through ASBA process only Through ASBA process only Through ASBA process only (except Anchor Investors) (including the UPI Mechanism for (including the UPI Mechanism) (excluding the UPI Mechanism) Bids of up to ₹ 0.50 million) Minimum Bid Such number of Equity Shares in Such number of Equity Shares in [●] Equity Shares multiples of [●] Equity Shares, multiples of [●] Equity Shares, such such that the Bid Amount exceeds that the Bid Amount exceeds ₹0.20 ₹0.20 million million Maximum Bid Such number of Equity Shares Such number of Equity Shares and Such number of Equity Shares in and in multiple of [●] Equity in multiples of [●] Equity Shares multiples of [●] Equity Shares so that Shares not exceeding the size of not exceeding the size of the Issue the Bid Amount does not exceed ₹0.20 the Issue (excluding the Anchor (excluding QIB portion), subject to million Investor Portion), subject to applicable limits applicable limits Mode of Allotment Compulsorily in dematerialised form Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter Allotment Lot [●] Equity Shares and in multiples [●] Equity Shares and in [●] Equity Shares and in multiples of of one Equity Share thereafter multiples of one Equity Share one Equity Share thereafter subject to thereafter subject to availability availability in the Retail Portion in the Non-Institutional Portion Trading Lot One Equity Share Who can apply(4) Public financial institutions as Resident Indian individuals, Resident Indian individuals, Eligible specified in Section 2(72) of the Eligible NRIs, HUFs (in the name NRIs and HUFs (in the name of karta) Companies Act, scheduled of the karta), companies, corporate commercial banks, Mutual Funds, bodies, scientific institutions, FPIs (other than individuals, societies and trusts, and FPIs who corporate bodies and family are individuals, corporate bodies offices), VCFs, AIFs, FVCIs, and family offices which are re- multilateral and bilateral categorised as category II FPI (as development financial defined in the SEBI FPI institutions, state industrial Regulations) and registered with development corporation, SEBI insurance companies registered with IRDAI, provident funds (subject to applicable law) with minimum corpus of ₹250 million, pension funds with minimum corpus of ₹250 million registered with the Pension Fund Regulatory and Development Authority established under section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, National Investment Fund set up by the GoI, the insurance funds set up and managed by 375Particulars QIBs(1) NIBs RIBs army, navy or air force of the Union of India, insurance funds set up and managed by the Department of Posts, India and Systemically Important NBFCs. Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of submission of their Bids(5) In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder, or by the Sponsor Bank(s) through the UPI Mechanism (other than Anchor Investors), that is specified in the ASBA Form at the time of submission of the ASBA Form * Assuming full subscription in the Issue. 1. Our Company, in consultation with the Book Running Lead Managers may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor Issue Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor Portion is up to ₹100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹100 million but up to ₹2,500 million under the Anchor Investor Portion, subject to a minimum Allotment of ₹50 million per Anchor Investor, and (iii) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor Investors for every additional ₹2,500 million or part thereof will be permitted, subject to minimum allotment of ₹50 million per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹100 million. One-third of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being received at or above the price at which allocation is made to Anchor Investors. 2. Subject to valid Bids being received at or above the Issue Price. This is an Issue in terms of Rule 19(2)(b) of the SCRR and Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company in consultation with the Book Running Lead Managers may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allotment in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and spill- over from the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not more than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Issue shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. 3. Anchor Investors are not permitted to use the ASBA process. Further, SEBI ICDR Master Circular, SEBI has mandated that ASBA applications in public issues shall be processed only after the application monies are blocked in the investor’s bank accounts. Accordingly, Stock Exchanges shall, for all categories of investors viz. Retail, QIB, NIB and other reserved categories and also for all modes through which the applications are processed, accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. 4. In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. 5. Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN. Bids by FPIs with certain structures as described under “Issue Procedure - Bids by FPIs” on page 384 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. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill over proportionately from any other category or combination of categories at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable laws. However, under- subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories. For further details, see “Terms of the Issue” on page 368. 376ISSUE PROCEDURE All Bidders should read the General Information Document which highlights the key rules, processes and procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying the Bid cum Application Form. The General Information Document is available on the websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document which are applicable to the Issue, including in relation to the process for Bids by UPI Bidders through the UPI Mechanism. The investors should note that the details and process provided in the General Information Document should be read along with this section. Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment instructions for ASBA Bidders/Applicants; (v) issuance of CAN and Allotment in the Issue; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii) submission of Bid cum Application Form; (viii) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical grounds); (ix) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious applications; (x) mode of making refunds; (xi) Designated Date; (xii) disposal of applications; and (xiii) interest in case of delay in allotment or refund. SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, had introduced an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along with the erstwhile process and timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective until June 30, 2019. With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by UPI Bidders through Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever is later (“UPI Phase II”). Subsequently, however, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 had extended the timeline for implementation of UPI Phase II until further notice. The final reduced timeline of T+3 days for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) and modalities of the implementation of UPI Phase III was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023. 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, had introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances. Subsequently, SEBI vide the SEBI RTA Master Circular, read with the SEBI ICDR Master Circular, consolidated and rescinded the aforementioned circulars. In terms of Regulation 23(5) and Regulation 52 of the SEBI ICDR Regulations, the timelines and processes mentioned in the SEBI RTA Master Circular, shall continue to form part of the agreements being signed between the intermediaries involved in the public issuance process and lead managers shall continue to coordinate with intermediaries involved in the said process. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated in accordance with applicable law. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, Investors shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. The BRLMs shall be the nodal entity for any issues arising out of public issuance process. Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them under applicable law or as specified in this Draft Red Herring Prospectus, and the Red Herring Prospectus and the Prospectus, when filed. Further, our Company and the members of the Syndicate are not liable for any adverse occurrences consequent to the implementation of the UPI Mechanism for application in the Issue. Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and circular no. CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, our Company may request the Depositories to suspend/ freeze the ISIN in depository system from or around the date of the Red Herring Prospectus till the listing and commencement of trading of our Equity Shares. The shareholders who intend to transfer the pre-Issue shares may request our Company and/ or the 377Registrar for facilitating transfer of shares under suspended/ frozen ISIN by submitting requisite documents to our Company and/ or the Registrar. Our Company and/ or the Registrar would then send the requisite documents along with applicable stamp duty and corporate action charges to the respective depository to execute the transfer of shares under suspended ISIN through corporate action. The transfer request shall be accepted by the Depositories from our Company till one day prior to Bid/ Issue Opening Date. SEBI vide its circular no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/5 dated May 24, 2024 (“AV Circular”) had introduced the disclosure of audiovisual presentation of disclosures made in Issue Documents. Pursuant to the AV Circular, investors are advised not to rely on any other document, content or information provided in respect to the public issue on the internet/online websites/social media platforms/micro-blogging platforms by finfluencers. Subsequently, SEBI vide the SEBI ICDR Master Circular, consolidated and rescinded the AV Circular. Book Building Procedure The Issue is being made in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR Regulations, through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulations wherein not less than 75% of the Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, in accordance with Regulation 40(3) of the SEBI ICDR Regulations, the QIB Portion will not be underwritten by the Underwriters pursuant to the Underwriting Agreement. Further, not more than 15% of the Issue shall be available for allocation on a proportionate basis to NIBs of which one-third of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹0.20 million up to ₹1.00 million and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹1.00 million and undersubscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub- category of Non-Institutional Portion. The allocation to each Non-Institutional Investor shall not be less than the minimum application size, subject to availability of Equity Shares in the Non-Institutional Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. Further, not more than 10% of the Issue shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over proportionately from any other category or combination of categories of Bidders at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange subject to receipt of valid Bids received at or above the Issue Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from any other category or a combination of categories. The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification by the CBDT dated February 13, 2020 read with press releases dated June 25, 2021 and September 17, 2021, CBDT circular no. 7 of 2022, dated March 30, 2022, press release dated March 28, 2023 and any subsequent press releases in this regard. Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client ID, PAN and UPI ID, as applicable, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialised subsequent to Allotment of the Equity Shares in the Issue, subject to applicable laws. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form on the Stock Exchanges. Phased implementation of Unified Payments Interface SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by RIBs through Designated Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working Days to three Working Days. Considering the time required for making necessary changes to the systems and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following manner: Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended until June 30, 2019. Under this phase, 378a RIB had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to be six Working Days. Phase II: This phase became applicable from July 1, 2019 and was to initially continue for a period of three months or floating of five main board public issues, whichever is later. SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 had decided to extend the timeline for implementation of UPI Phase II until March 31, 2020. Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 had extended the timeline for implementation of UPI Phase II until further notice. Under this phase, submission of the ASBA Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by the UPI Mechanism. However, the time duration from public issue closure to listing continued to be six Working Days during this phase. Phase III: This phase became applicable on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023 vide SEBI circular bearing number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023. In this phase, the time duration from public issue closure to listing has been reduced to three Working Days. Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Circulars include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications on a daily basis to the SCSBs, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline and submit confirmation of the same to the BRLMs and the Registrar to the Issue would result in the SCSBs being penalised under the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the post Issue BRLM will be required to compensate the concerned investor. The Issue will be made under UPI Phase III of the UPI Circulars. All SCSBs offering facility of making application in public issues shall also provide facility to make application using the UPI Mechanism. Our Company has appointed certain of the SCSBs as the Sponsor Bank(s) to act as a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and/ or payment instructions of the UPI Bidders using the UPI Mechanism. The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid/Issue Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the Issue bidding process. For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the BRLMs. Bid cum Application Form Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be available with the Designated Intermediaries at the relevant Bidding Centres, and our Registered and Corporate Office. Electronic copies of the Bid cum Application Forms will also available for download on the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid/ Issue Opening Date. Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs. All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA process, which shall include the UPI Mechanism in case of UPI Bidders. Anchor Investors are not permitted to participate in the Issue through the ASBA process. UPI Bidders Bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Bid cum Application Form and the Bid cum Application Forms that do not contain the UPI ID are liable to be rejected. ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective ASBA Accounts, or (ii) the UPI ID, as applicable in the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details are liable to be rejected. Since the Issue is made under Phase III of the UPI Circulars (on a mandatory basis), ASBA Bidders may submit the ASBA Form in the manner below: (i) UPI Bidders using the UPI Mechanism may submit their ASBA Forms with the Syndicate, sub-syndicate members, 379Registered 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. (ii) RIIs (other than RIIs using the UPI Mechanism) authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the 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. (iii) QIBs and NIBs (other than NIBs using UPI Mechanism) may submit their ASBA Forms with SCSBs, Syndicate, sub- syndicate members, Registered Brokers, RTAs or CDPs. The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts to be blocked through ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount is blocked in the ASBA account of the Bidder’s bank account pursuant to the SEBI ICDR Master Circular. In order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts blocked / unblocked, including details as prescribed in Annexure XVII of the SEBI ICDR Master Circular. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected. UPI Bidders using UPI Mechanism, may submit their ASBA Forms, including details of their UPI IDs, with the Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs. RIBs authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs (except UPI Bidders using the UPI Mechanism). ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor Bank(s), as applicable at the time of submitting the Bid. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For Anchor Investors, the Anchor Investor Application Form will be available with the BRLMs. The prescribed colour of the Bid cum Application Form for the various categories is as follows: Category Colour of Bid cum Application Form* Resident Indians, including resident QIBs, NIBs, RIBs and Eligible NRIs applying on a non-repatriation [●] basis Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral institutions applying on a repatriation [●] basis Anchor Investors [●] *Excluding electronic Bid cum Application Forms. Notes: (1) Electronic Bid cum Application forms and the abridged prospectus will also be for download on the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com). (2) Bid cum Application Forms for Anchor Investors shall be available at the office of the BRLMs. In case of ASBA forms, the relevant Designated Intermediaries shall upload the relevant bid details in the electronic bidding system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications in their electronic bidding system only with a mandatory confirmation on application monies blocked. For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of funds. For ASBA Forms (other than UPI Bidders using UPI Mechanism) Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank. For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to compensate the UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank(s), NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Bank(s) and the issuer bank. The Sponsor Bank(s) and the Bankers to the Issue shall provide the audit trail to the Book Running Lead Managers for analysing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts for mandate block and unblock including details specified in SEBI ICDR Master Circular. For all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Issue Closing Date (“Cut- Off Time”). Accordingly, UPI Bidders Bidding through the UPI Mechanism should accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse. Further, modification/cancellation of Bids (if any) shall be allowed in parallel during the Bid/Issue Period until the Cut-Off Time. 380The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid/ Issue Opening Date until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the Issue Bidding process. 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 in accordance with SEBI ICDR Master Circular and any subsequent circulars or notifications issued by SEBI in this regard. The Equity Shares offered in the Issue 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, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are only being offered and sold outside the United States in offshore transactions as defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Electronic registration of Bids a. The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis before the closure of the Issue, subject to applicable laws. b. On the Bid/Issue Closing Date, the Designated Intermediaries may upload the Bids until such time as may be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus. c. Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated Intermediaries are given until 5:00 pm on the Bid/Issue Closing Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Issue Period after which the Stock Exchange(s) send the bid information to the Registrar to the Issue for further processing. d. QIBs and NIBs can neither revise their Bids downwards nor cancel/withdraw their Bids. Participation by the Promoter, Promoter Group, the BRLMs, associates and affiliates of the BRLMs and the Syndicate Member and the persons related to Promoter, Promoter Group, BRLMs and the Syndicate Member The BRLMs and the Syndicate Member shall not be allowed to purchase the Equity Shares in any manner, except towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate Member may purchase Equity Shares in the Issue, either in the QIB Portion or in the Non-Institutional Category as may be applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own account or on behalf of their clients. All categories of investors, including respective associates or affiliates of the BRLMs and Syndicate Member, shall be treated equally for the purpose of allocation to be made on a proportionate basis. Except as stated below, neither the BRLMs nor any persons related to the BRLMs can apply in the Issue under the Anchor Investor Portion: (i) mutual funds sponsored by entities which are associate of the BRLMs; (ii) insurance companies promoted by entities which are associate of the BRLMs; (iii) AIFs sponsored by the entities which are associate of the BRLMs; (iv) FPIs other than individuals, corporate bodies and family offices sponsored by the entities which are associate of the BRLMs; or (v) pension funds, with minimum corpus of ₹250 million and registered with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, and sponsored by entities which are associate of the BRLMs. 381Further, an Anchor Investor shall be deemed to be an “associate of the Lead Manager” if: (i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLMs. Further, our Promoter and members of the Promoter Group shall not participate by applying for Equity Shares in the Issue, except in accordance with the applicable law. Furthermore, persons related to our Promoter and the Promoter Group shall not apply in the Issue under the Anchor Investor Portion. It is clarified that a qualified institutional buyer who has rights under a shareholders’ agreement or voting agreement entered into with any of our Promoter or members of the Promoter Group of our Company, veto rights or a right to appoint any nominee director on our Board, shall be deemed to be a person related to our Promoter or Promoter Group of our Company. Bids by Mutual Funds With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserve the right to reject any Bid without assigning any reason thereof. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. No Mutual Fund scheme shall invest more than 10% of its 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 case of index funds or exchange traded fund or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. Bids by Eligible NRIs Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should authorise their respective SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to block their Non- Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) accounts, and eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorise their respective SCSB (if they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of the Bid cum Application Form. Eligible NRIs will be permitted to apply in the Issue 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 Issue, provided the UPI facility is enabled for their NRE/ NRO accounts. NRIs applying in the Issue through the UPI Mechanism are advised to enquire with the relevant bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form. In accordance with FEMA Non-debt Instruments Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the total paid-up equity share capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures or preference 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 share capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant or such other limit as may be stipulated by RBI in each case, from time to time. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the members of the Indian Company in a general meeting. By way of Press Note 1 (2021 Series) dated March 19, 2021, issued by the DPIIT, it has been clarified that an investment made by an Indian entity which is owned and controlled by NRIs on a non-repatriation basis, shall not be considered for calculation of indirect foreign investment. Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents ([●] in colour). For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning on page 395. Participation of Eligible NRIs shall be subject to the FEMA Non-debt Instruments Rules. 382Bids by HUFs Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs will be considered at par with Bids from individuals. Bids by Anchor Investors In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section, the key terms for participation by Anchor Investors are provided below. 1) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the Book Running Lead Managers. 2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100 million. 3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds subject to valid Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price. 4) Bidding for Anchor Investors will open one Working Day before the Bid/ Issue Opening Date and will be completed on the same day. 5) Our Company in consultation with the Book Running Lead Managers will finalize allocation to the Anchor Investors on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be less than: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100 million; (b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50 million per Anchor Investor; and (c) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor Investors for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million per Anchor Investor. 6) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain by the Book Running Lead Managers before the Bid/ Issue Opening Date, through intimation to the Stock Exchanges. 7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid. 8) If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference between the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Issue 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 Issue Price. 9) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to Anchor Investors will be locked in for a period of 30 days from the date of Allotment. 10) Neither the (a) Book Running Lead Managers or any associate of the Book Running Lead Managers (other than Mutual Funds sponsored by entities which are associates of the BRLMs or AIFs sponsored by entities which are associates of the BRLMs or FPIs (other than individuals, corporate bodies and family offices) which are associates of the BRLMs or insurance companies promoted by entities which are associates of the BRLMs or pension funds, with minimum corpus of ₹250.00 million and registered with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, and sponsored by entities which are associates of the BRLMs nor (b) the Promoter, Promoter Group or any person related to the Promoter or members of the Promoter Group shall apply in the Issue under the Anchor Investors Portion. For details, see “– Participation by the Promoter, Promoter Group, the BRLMs, associates and affiliates of the BRLMs and the Syndicate Member and the persons related to Promoter, Promoter Group, BRLMs and the Syndicate Member” on page 381. Further, no person related to the Promoter or Promoter Group shall apply under the Anchor Investors category. 11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids. 383Bids by FPIs In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company, in consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason, subject to applicable laws. To ensure compliance with the applicable limits, SEBI, pursuant to its master circular for foreign portfolio investors, designated depository participants and eligible foreign investors bearing reference number SEBI/HO/AFD/AFD-PoD-2/P/CIR/2024/70 dated May 30, 2024 and the SEBI RTA Master Circular, has directed that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs/ FPI investor group who have invested in the Issue to ensure there is no breach of the investment limit, within the timelines for Issue procedure, as prescribed by SEBI from time to time. Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs shall not be treated as multiple Bids: • FPIs which utilise the multi investment manager structure, indicating the name of their respective investment managers in such confirmation; • Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative investments; • Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration; • FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single investment manager; • Multiple branches in different jurisdictions of foreign bank registered as FPIs; • Government and Government related investors registered as Category 1 FPIs; and • Entities registered as collective investment scheme having multiple share classes. The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant FPIs (with same PAN). FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by the Government from time to time. In terms of the FEMA Non-debt Instruments Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other conditions as may be specified by SEBI from time to time. An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative instruments issued by, or on behalf of it subject to, inter alia, the following conditions: (a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and (b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative instruments are to be transferred are pre-approved by the FPI. The FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for Non-Residents (in [●] colour). Further, Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected, except for Bids from FPIs that utilize the multiple investment manager structure (“MIM Structure”) in accordance with the SEBI master circular for foreign portfolio investors, designated depository participants and eligible foreign investors bearing reference number SEBI/HO/AFD/AFD-PoD-2/P/CIR/2024/70 dated May 30, 2024, provided such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize 384the MIM Structure, and bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure and indicate the names of their respective investment managers in such confirmations. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected. Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB Bidder should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid. Further, please note that as disclosed in this Draft Red Herring Prospectus read with the General Information Document, Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum Application Form “exceeds the Issue size and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations or maximum amount permissible under applicable laws or regulations, or under the terms of the Red Herring Prospectus.” In terms of the SEBI FPI Regulations, the Issue of Equity Shares to a single FPI or an investor group (which means multiple entities having common ownership directly or indirectly of more than 50% or common control) must be below 10% of our total paid-up Equity Share capital of our Company, on a fully diluted basis. Further, in terms of the FEMA Non-debt Instruments Rules, the total holding by each FPI, of an investor group, shall be below 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis and the aggregate limit for FPI investments shall be the sectoral caps applicable to our Company, which is 100% of the total paid-up Equity Share capital of our Company on a fully diluted basis. In case the total holding of an FPI or investor group increases beyond 10% of the total paid-up Equity Share capital of our Company, on a fully diluted basis, the total investment made by the FPI or investor group will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will be required to comply with applicable reporting requirements. Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up to 100%). For details of investment by FPIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning on page 395. Participation of FPIs shall be subject to the FEMA Non-debt Instruments Rules. All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission. Our Company or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Bids by SEBI registered VCFs, AIFs and FVCIs The SEBI AIF Regulations prescribe, among other things, the investment restrictions on AIFs. The SEBI VCF Regulations and the SEBI FVCI Regulations prescribe, among other things, the investment restrictions on VCFs and FVCIs, respectively, registered with SEBI. While the SEBI VCF Regulations have since been repealed, the funds registered as VCFs under the SEBI VCF Regulations continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is wound up and such fund shall not launch any new scheme after the notification of the SEBI AIF Regulations. The holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the corpus of the VCF of FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds in various prescribed instruments, including in public offering. Further, the SEBI AIF Regulations prescribe, among other things, the investment restrictions on AIFs. Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in one investee company directly or through investment in the units of other AIFs. A Category III AIF cannot invest more than 10% of the investible funds in one investee company directly or through investment in the units of other AIFs. AIFs which are authorised under the fund documents to invest in units of AIFs are prohibited from offering their units for subscription to other AIFs. All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission. Our Company or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Participation of AIFs, VCFs and FVCIs shall also be subject to the FEMA Non-debt Rules. Bids by limited liability partnerships In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application 385Form. Failing this, our Company, in consultation with the BRLMs reserve the right to reject any Bid without assigning any reason thereof, subject to applicable law. Bids by banking companies In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum Application Form, failing which our Company, in consultation with the BRLMs reserve the right to reject any Bid without assigning any reason thereof, subject to applicable law. The investment limit for banking companies in non-financial services companies as per the as per the Banking Regulation Act, and the Master Directions - Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee company, not being its subsidiary engaged in non-financial services, or 10% of the bank’s own paid-up share capital and reserves, whichever is lower. However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid up share capital of such investee company, subject to prior approval of the RBI if (i) the investee company is engaged in non-financial activities permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act; or (ii) the additional acquisition is through restructuring of debt, or to protect the banking company’s interest on loans/investments made to a company. The bank is required to submit a time bound action plan to the RBI for the disposal of such shares within a specified period. Further no bank shall hold along with its subsidiaries, associates or joint ventures or entities directly or indirectly controlled by the bank; and mutual funds managed by asset management companies controlled by the bank, more than 20% of the investee company’s paid-up share capital engaged in non-financial services. However, this cap does not apply to the cases mentioned in (i) and (ii) above. The aggregate equity investments made by a banking company in all subsidiaries and other entities engaged in financial services and non-financial services, including overseas investments shall not exceed 20% of the bank’s paid-up share capital and reserves. Bids by banking companies should not exceed the investment limits prescribed for them under the applicable laws. Bids by SCSBs SCSBs participating in the Issue are required to comply with applicable law, including the terms of the SEBI ICDR Master Circular. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for such applications. Bids by insurance companies In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law. The exposure norms for insurers are prescribed under the Insurance Regulatory and Development Authority of India (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024, as amended (“IRDAI Investment Regulations”), based on investments in the equity shares of a company, the entire group of the investee company and the industry sector in which the investee company operates. Bidders are advised to refer to the IRDA Investment Regulations for specific investment limits applicable to them. Bids by provident funds/ pension funds In case of Bids made by provident funds with minimum corpus of ₹250 million and pension funds with minimum corpus of ₹250 million, registered with the Pension Fund Regulatory and Development Authority established under section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable laws, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserves the right to reject any Bid, without assigning any reason thereof. Bids under power of attorney In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, Eligible FPIs, AIFs, Mutual Funds, insurance companies, systemically important NBFCs, insurance funds set up by the army, navy or air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus of ₹250 million (subject to applicable law) and pension funds with a minimum corpus of ₹250 million, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along with the Bid cum Application Form. 386Failing this, our Company, in consultation with the BRLMs reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason thereof. Our Company, in consultation with the BRLMs in their absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form subject to the terms and conditions that our Company, in consultation with the BRLMs may deem fit. Bids by Systemically Important Non-Banking Financial Companies In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis and a net worth certificate from its statutory auditor, and (iii) such other approval as may be required by the Systemically Important NBFCs, are required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserve the right to reject any Bid without assigning any reason thereof, subject to applicable law. Systemically Important NBFCs participating in the Issue shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time. The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time. In accordance with existing regulations issued by the RBI, OCBs cannot participate in the Issue. The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of the Equity Shares that can be held by them under applicable law or regulation or as specified in the Red Herring Prospectus and the Prospectus, when filed. Information for Bidders The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company and/or the BRLMs are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus or the Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges. General Instructions Please note that QIBs and NIBs are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIBs can revise their Bid(s) during the Bid/Issue Period and withdraw their Bid(s) until Bid/Issue Closing Date. Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor Bid/Issue Period. Do’s: 1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only; 2. Ensure that you have Bid within the Price Band; 3. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the prescribed form; 4. Ensure that you (other than in the case of Anchor Investors) have mentioned the correct details of ASBA Account number (i.e. bank account number or UPI ID, as applicable) and PAN in the Bid cum Application Form if you are not an UPI Bidder using the UPI Mechanism in the Bid cum Application Form and if you are an UPI Bidder using the UPI Mechanism 387ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in the Bid cum Application Form; 5. UPI Bidders using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the name of the app and the UPI handle which is used for making the application appears in the list available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to time and at such other websites as may be prescribed by SEBI from time to time; 6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Centre (except in case of electronic Bids) within the prescribed time. Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the General Information Document; 7. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB, before submitting the ASBA Form to any of the Designated Intermediaries; 8. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate Members, Registered Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated Intermediary; 9. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms. If the First Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is signed by the ASBA Account holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form; 10. Ensure that you request for and receive a stamped acknowledgement counterfoil of the Bid cum Application Form for all your Bid options from the concerned Designated Intermediary, if applicable; 11. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder is included in the Bid cum Application Forms; 12. UPI Bidders in the Issue to ensure that they shall use only their own ASBA Account or only their own bank account linked UPI ID which is UPI 2.0 certified by NPCI to make an application in the Issue and not ASBA Account or bank account linked UPI ID of any third party; 13. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a revised acknowledgment; 14. RIBs not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or the designated branches of SCSBs; 15. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have otherwise provided an authorisation to the SCSB or Sponsor Bank(s), as applicable, via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating in the Issue through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor Bank(s) for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment; 16. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of the SEBI circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt from the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the Income Tax Act. The exemption for the Central or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected; 17. Ensure that their PAN is linked with Aadhaar and are in compliance with the notification by the CBDT dated February 13, 2020 read with press releases dated June 25, 2021 and September 17, 2021, CBDT circular no. 7 of 2022, dated March 30, 2022, press release dated March 28, 2023 and any subsequent press releases in this regard; 38818. Ensure that the Demographic Details are updated, true and correct in all respects; 19. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal; 20. Ensure that the category and the investor status is indicated in the Bid cum Application Form; 21. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents are submitted; 22. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian laws; 23. Since the Allotment will be in dematerialised form only, ensure that the Bidder’s depository account is active, the correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the depository database; 24. Ensure that when applying in the Issue using UPI, the name of your SCSB appears in the list of SCSBs displayed on the SEBI website which are live on UPI; 25. UPI Bidders who wish to Bid using the UPI Mechanism, should submit Bid with the Designated Intermediaries, pursuant to which the UPI Bidder should ensure acceptance of the UPI Mandate Request received from the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account; 26. Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs; 27. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00 p.m. on the Bid/ Issue Closing Date; 28. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are under the MIM Structure and indicate the name of their investment managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected; 29. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon the authorisation of the mandate using his/her UPI PIN, a UPI Bidder may be deemed to have verified the attachment containing the application details of the UPI Bidder in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorised the Sponsor Bank(s) to block the Bid Amount mentioned in the Bid Cum Application Form; 30. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for Anchor Investors and UPI Bidders bidding using the UPI Mechanism) is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in); and 31. The ASBA bidders shall ensure that bids above ₹0.50 million, are uploaded only by the SCSBs. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the list available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to time and at such other websites as may be prescribed by SEBI from time to time, is liable to be rejected. Don’ts: 1. Do not Bid for lower than the minimum Bid size; 2. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest; 3. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only; 4. Do not Bid at Cut-off Price (for Bids by QIBs and NIBs); 3895. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process; 6. Do not submit the Bid for an amount more than funds available in your ASBA account. 7. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a colour prescribed for another category of a Bidder; 8. In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account; 9. If you are a UPI Bidder and are using UPI Mechanism, do not submit more than one ASBA Form for each UPI ID; 10. Anchor Investors should not Bid through the ASBA process; 11. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms or to our Company; 12. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary; 13. Do not submit the General Index Register (GIR) number instead of the PAN; 14. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue; 15. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant constitutional documents or otherwise; 16. Do not 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); 17. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price; 18. Do not submit a Bid using UPI ID, if you are not a UPI Bidder; 19. Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after you have submitted a Bid to any of the Designated Intermediaries; 20. Do not Bid for Equity Shares in excess of what is specified for each category; 21. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for, exceeds the Issue size and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations or maximum amount permissible under applicable laws or regulations, or under the terms of the Red Herring Prospectus; 22. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at any stage, if you are a QIB or a NIB. RIBs can revise or withdraw their Bids on or before the Bid/ Issue Closing Date; 23. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres; 24. If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries and using your UPI ID for the purpose of blocking of funds, do not use any third-party bank account or third party linked bank account UPI ID; 25. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case of Bids submitted by UPI Bidders using the UPI Mechanism; 26. Do not submit a Bid cum Application Form with a third-party UPI ID or using a third-party bank account (in case of Bids submitted by UPI Bidders using the UPI Mechanism); 27. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned in the list provided on the SEBI website is liable to be rejected; 28. Do not Bid if you are an OCB; and 29. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids above ₹0.50 million. 390The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Grounds for Technical Rejection In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested to note that Bids maybe rejected on the following additional technical grounds: 1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount; 2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form; 3. Bids submitted on a plain paper; 4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI handle, not listed on the website of SEBI; 5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third party linked bank account UPI ID (subject to availability of information regarding third party account from Sponsor Banks); 6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary; 7. Bids submitted without the signature of the First Bidder or sole Bidder; 8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder; 9. ASBA Form by the RIBs by using third party bank accounts or using third party linked bank account UPI IDs; 10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for credit” in terms of the SEBI ICDR Master Circular; 11. GIR number furnished instead of PAN; 12. Bids by RIBs with Bid Amount of a value of more than ₹0.20 million; 13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations, guidelines and approvals; 14. Bids accompanied by stock invest, money order, postal order or cash; and 15. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Issue Closing Date and by Non-Institutional Bidders uploaded after 4.00 p.m. on the Bid/ Issue Closing Date, and Bids by RIBs uploaded after 5.00 p.m. on the Bid/ Issue Closing Date, unless extended by the Stock Exchanges. On the Bid/Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received from Retail Individual Bidders, after taking into account the total number of Bids received up to closure of timings for acceptance of Bid-cum-Application Forms as stated herein and as informed to the Stock Exchanges. Further, in case of any pre-Issue or post Issue related issues regarding share certificates/ dematerialised credit/refund orders/unblocking etc., investors can reach out to our Company Secretary and Compliance Officer. For details of our Company Secretary and Compliance Officer, see “General Information” beginning on page 64. For helpline details of the BRLMs pursuant to the SEBI ICDR Master Circular, see “General Information - Book Running Lead Managers” on page 65. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; and (iv) any delay in unblocking of non-allotted/ partially allotted Bids, exceeding two Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of 391delay exceeding two Working Days from the Bid/Issue Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The post Issue BRLMs shall be liable for compensating the Bidder at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance until the date on which the blocked amounts are unblocked. The BRLMs shall be the nodal entity for any issues arising out of the public issuance process. Further, Investors shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular in case of delays in resolving investor grievances in relation to blocking/unblocking of funds, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable. Names of entities responsible for finalising the basis of allotment in a fair and proper manner The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations. Method of allotment as may be prescribed by SEBI from time to time Our Company will not make any allotment in excess of the Equity Shares issued through the Red Herring Prospectus and the Prospectus except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock Exchange. Further, upon oversubscription, an Allotment of not more than 1% of the Issue to public may be made for the purpose of making Allotment in minimum lots. The Allotment of Equity Shares to Bidders other than to the RIBs, NIBs and Anchor Investors shall be on a proportionate basis within the respective investor categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed. The Allotment of Equity Shares to each RIB shall not be less than the minimum bid lot, subject to the availability of shares in RIB Portion, and the remaining available Equity Shares, if any, shall be allotted on a proportionate basis. The Allotment of Equity Shares to each NIB shall not be less than minimum application size, subject to the availability of Equity Shares in Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allotted on a proportionate basis, which shall be subject to the following, and in accordance with the SEBI ICDR Regulations: (i) one-third of the Non-Institutional Portion will be available for allocation to Bidders with a Bid size of more than ₹0.20 million and up to ₹1.00 million, and (ii) two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with a Bid size of more than ₹1.00 million, provided that under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion. The allocation to each Non-Institutional Investor shall not be less than the minimum application size, subject to availability of Equity Shares in the Non-Institutional Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. Payment into Escrow Account(s) for Anchor Investors Our Company in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the Issue through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT to the Escrow Account(s). For Anchor Investors, the payment instruments for payment into the Escrow Account(s) should be drawn in favour of: (a) In case of resident Anchor Investors: “[●]” (b) In case of Non-Resident Anchor Investors: “[●]” Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement amongst our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Issue to facilitate collections of Bid amounts from Anchor Investors. Pre-Issue and Price Band Advertisement Subject to Section 30 of the Companies Act, our Company shall, after filing the Red Herring Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] edition of [●], a Marathi daily newspaper, Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is located, each with wide circulation. In the pre-Issue and Price Band advertisement, we shall state the Bid/ Issue Opening Date and the Bid/ Issue Closing Date. This 392advertisement, subject to the provisions of Section 30 of the Companies Act, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations. Allotment Advertisement Our Company, the BRLMs and the Registrar to the Issue shall publish an allotment advertisement before commencement of trading, disclosing the date of commencement of trading in all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] edition of [●], a Marathi daily newspaper (Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is located), each with wide circulation. The above information is given for the benefit of the Bidders/applicants. Our Company and the members of the Syndicate are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders/applicants are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the prescribed limits under applicable laws or regulations. Signing of the Underwriting Agreement and the RoC Filing (a) Our Company and the Underwriters intend to enter into an Underwriting Agreement on or immediately after the finalisation of the Issue Price but prior to the filing of Prospectus. (b) After signing the Underwriting Agreement, a Prospectus will be filed with the RoC in accordance with applicable law,. The Prospectus will contain details of the Issue Price, the Anchor Investor Issue Price, Issue size, and underwriting arrangements and will be complete in all material respects. Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, which is reproduced below: “Any person who: (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447.” The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹1 million or 1% of the turnover of our Company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹1 million or one per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹5 million or with both. Undertakings by our Company Our Company undertakes the following: • adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders (including Anchor Investor Application Form from Anchor Investors); • the complaints received in respect of the Issue shall be attended to by our Company expeditiously and satisfactorily; • all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed shall be taken within three Working Days from the Bid/Issue Closing Date or such other time as prescribed by SEBI under applicable law; • if Allotment is not made within the prescribed time period under applicable law, the entire subscription amount received will be refunded/unblocked within the time prescribed under applicable law. If there is delay beyond the prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR Regulations and applicable 393law for the delayed period; • the funds required for making refunds/unblocking (to the extent applicable) to unsuccessful Bidders as per the mode(s) disclosed shall be made available to the Registrar to the Issue by our Company; • where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within the time prescribed under applicable law, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund; • except for the Pre-IPO Placement and any allotment of Equity Shares to employees of our Company pursuant to exercise of options granted under ESOP 2024, no further issue of the Equity Shares shall be made until the Equity Shares issued through the Red Herring Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on account of non-listing, under-subscription, etc.; • our Company, in consultation with the BRLMs, reserve the right not to proceed with the Issue, in whole or in part thereof, after the Bid/ Issue Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the newspapers in which the pre-Issue advertisements were published, within two days of the Bid/ Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed; • if our Company, in consultation with the BRLMs withdraw the Issue after the Bid/ Issue Closing Date and thereafter determines that it will proceed with an issue of the Equity Shares, our Company shall file a fresh Draft Red Herring Prospectus with SEBI; • that our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received; and • Promoter’s contribution, if any, shall be brought in advance before the Bid/Issue Opening Date and the balance, if any, shall be brought in on a pro rata basis before calls are made on the Allottees. Utilisation of Issue Proceeds Our Board of Directors certifies and declares that: • all monies received out of the Issue shall be credited/transferred to a separate bank account other than the bank account referred to in sub-section 3 of Section 40 of the Companies Act; • details of all monies utilised out of the Issue shall be disclosed, and continue to be disclosed till the time any part of the Issue proceeds remains un-utilised, under an appropriate head in the balance sheet of our Company indicating the purpose for which such monies have been utilised; and • details of all un-utilised monies out of the Issue, if any shall be disclosed under an appropriate separate head in the balance sheet indicating the form in which such un-utilised monies have been invested. 394RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the GoI and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, 1991 unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment. The Government has from time to time made policy pronouncements on foreign direct investment (“FDI”) through press notes and press releases. The DPIIT, issued the Consolidated FDI Policy, which, with effect from October 15, 2020 consolidated and superseded all previous press notes, press releases, circulars and clarifications on FDI issued by the DPIIT that were in force and effect as on October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular. FDI in companies engaged in sectors/ activities which are not listed in the FDI Policy is permitted up to 100% of the paid-up share capital of such company under the automatic route, subject to compliance with certain prescribed conditions. For further details, see “Key Regulations and Policies” beginning on page 200. The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI Policy and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/ RBI. Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will require prior approval of the Government, as prescribed in the Consolidated FDI Policy and the FEMA Non-debt Instruments Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval of the Government. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the investments of such bank or fund in India. Each Bidder should seek independent legal advice about its ability to participate in the Issue. In the event such prior approval of the GoI is required, and such approval has been obtained, the Bidder shall intimate our Company and the Registrar to the Issue in writing about such approval along with a copy thereof within the Issue Period. As per the existing policy of the Government of India, OCBs cannot participate in the Issue. Foreign Exchange Laws Foreign investment in a company incorporated under the laws of India is governed by, inter alia, the FEMA, the FEMA Non-debt Rules and the FDI Policy issued and as amended by way of press notes, issued from time to time. Our Company is required to comply with the applicable investment and sectoral conditions under these laws. In terms of the FEMA Non-debt Rules, a person resident outside India may make investments into India, subject to certain terms and conditions. In terms of the FEMA Non-debt Rules and the FDI Policy, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares land borders with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country will require prior approval of the Government, as prescribed in the FDI Policy and the FEMA Non-debt Instruments Rules. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020 issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the investments of such bank or fund in India. Each Bidder should seek independent legal advice about its ability to participate in the Issue. In the event such prior approval of the Government of India is required, and such approval has been obtained, the Bidder shall intimate our Company and the Registrar in writing about such approval along with a copy thereof within the Bid/ Issue Period. In terms of the FEMA Non-debt Instruments Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. The aggregate limit for FPI investments shall be the sectoral cap applicable to our Company. In accordance with the FEMA Non-debt Instruments Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general body of the Indian company. 395The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions as defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The above information is given for the benefit of the Bidders. Our Company and the Book Running Lead Managers are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations, seek independent legal advice about its ability to participate in the Issue and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations. 396SECTION X: DESCRIPTION OF EQUITY SHARES AND TERMS OF 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 the provisions of Section 14 and Schedule I of the Companies Act and the SEBI ICDR Regulations, the main provisions of the Articles of Association of our Company are detailed below. The Articles of Association have been adopted pursuant to a special resolution passed by the Shareholders in their meeting held on August 28, 2025, in substitution for and to the exclusion of all the existing Articles thereof. No material clause that may have a bearing on the Issue has been left out from disclosure in this Draft Red Herring Prospectus. PRELIMINARY 1. The Company is a public limited company as defined under the Act. Regulations contained in Table ‘F’ in the First Schedule to the Act, as amended from time to time, shall apply to the Company so far as they are applicable to a public company limited by shares and not contradictory or inconsistent with any of the provisions contained in these Articles. It is hereby clarified that the provisions of Regulations 27, 48, and 76 of Table F in First Schedule to the Act shall not be applicable to the Company. 2. At any point of time from the date of adoption of these Articles, if the Articles are or become contrary to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) or of the Act or of the Secretarial Standard issued by the Institute of Company Secretaries of India (“Secretarial Standards”), the provisions of the Listing Regulations or the Act or the Secretarial Standards shall prevail over the Articles to such extent and the Company shall discharge all of its obligations as prescribed under the Listing Regulations or the Act or the Secretarial Standards, from time to time. DEFINITIONS 3. (i) In these Articles— (a) “Act” means the Companies Act, 2013, as amended and modified from time to time; (b) “Articles” means these articles of association of the Company, as may be altered from time to time. (c) “Board” or “Board of Directors” means the board of directors of the Company as duly constituted in accordance with the Act and these Articles; (d) “Company” means Purple Style Labs Limited; (e) “Directors” shall mean the directors of the Company; and (f) “Seal” means the common seal of the Company. (ii) Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the Company. (iii) Words importing the masculine gender also include the feminine gender. (iv) Words not defined in these Articles but defined either in the Act or the rules thereunder, shall have the meaning assigned in such Act or the rules thereunder, as the case may be. SHARE CAPITAL AND VARIATION OF RIGHTS 4. Subject to the provisions of the Act, other applicable laws and these Articles, the shares in the capital of the Company shall be under the control of the Directors for the time being (including any shares forming part of any increased capital of the Company) who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit. Provided that the Company shall not be owned or controlled by foreign entities or individuals who are not resident in India and invested on a repatriable basis. 5. The Company may issue the following kinds of shares in accordance with these Articles, the Act and other applicable laws: 397(i) equity share capital: with voting rights; and/or with differential rights as to dividend, voting or otherwise; and (ii) preference share capital. 6. Subject to the provisions of the Act, the Company may issue bonus shares to its members out of (i) its free reserves; (ii) the securities premium account; or (iii) the capital redemption reserve account, in any manner as the Board may deem fit. 7. (i) Unless the shares have been issued in dematerialized form, every person whose name is entered as a member in the register of members shall be entitled to receive within two (2) months after incorporation, in case of subscribers to the memorandum or from the date of allotment or within one (1) month after the application for the registration of transfer or transmission or sub-division, consolidation or renewal or within such other period as the conditions of issue shall be provided: (a) one (1) certificate for all his shares without payment of any charges; or (b) several certificates, each for one (1) or more of his shares, upon payment of twenty (20) rupees for each certificate after the first. (ii) A person subscribing to shares offered by the Company shall have the option either to receive certificates, for such shares as per sub-clause (i) of this Article, or hold the shares in a dematerialised state with a depository, as may be permissible under the Act. Where a person opts to hold any share with the depository, the Company shall intimate such depository the details of allotment of the share to enable the depository to enter in its records the name of such person as the beneficial owner of that share. (iii) Every certificate shall specify the number and distinctive numbers of shares to which it relates and the amount paid-up thereon and shall be signed by two (2) Directors or by a Director and the company secretary, wherever the Company has appointed a company secretary: Provided that in case the Company has a common seal it shall be affixed in the presence of the persons required to sign the certificate. (iv) In respect of any share or shares held jointly by several persons, the Company shall not be bound to issue more than one (1) certificate, and delivery of a certificate for a share to one (1) of several joint holders shall be sufficient delivery to all such holders. 8. (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, in the form and manner as prescribed under applicable law. Every certificate under this Article shall be issued on payment of twenty (20) rupees for each certificate. Provided that no fee shall be charged for taking on record registration of transfer, transmission, probate, succession certificate and letters of administration, certificate of death or marriage, power of attorney or similar other document in replacement of those that are old, defaced, or worn out or where there is no further space on the back thereof for endorsement of transfer. Provided that notwithstanding what is stated above, the Directors shall comply with such rules or regulation or requirements of any stock exchange or the rules made under the Act or the rules made under Securities Contracts (Regulation) Act, 1956 or any other act or rules applicable in this behalf, as applicable. (ii) The provisions of this Article and the immediately preceding Article shall mutatis mutandis apply to debentures of the Company, except in relation to the period within which the Company is required to issue the debenture certificates which period shall be as per applicable law. 9. Except as required by applicable laws, no person shall be recognised 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 recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. 10. (i) The Company may exercise the powers of paying commissions conferred by sub-Section 40(6) of the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the 398manner 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 Section 40(6) of the Act. (iii) The commission may be satisfied by the payment of cash or in such other matter as may be permissible under applicable law. 11. (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 of the Act, 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 Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least five (5) persons, subject to Section 103 of the Act and other applicable laws. 12. 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. 13. Subject to the provisions of the Act, any preference shares may, be issued on the terms that they are, or at the option of the Company are liable, to be redeemed or converted on such terms and in such manner as the Company, before the issue of the preference shares, may determine. 14. Subject to the provisions of the Act, the Company shall have the power to make compromise or make arrangements with creditors and members, consolidate, demerge, amalgamate or merge with other company or companies in accordance with the provisions of the Act and any other applicable laws. LIEN 15. (i) The Company shall have a first and paramount lien— (a) on every share/debenture (not being a fully paid share/debenture), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share/debenture and no equitable interest in any share/debenture shall be created except upon the footing and condition that this Article will have full effect; and (b) on all shares/debentures (not being fully paid shares/debentures) standing registered in the name of a single person, for all monies presently payable by him or his estate to the Company: Provided that, fully paid up shares/debentures shall be free from all lien and that in the case of partly paid shares, the Company’s lien, if any, shall be restricted to moneys called or payable at a fixed time in respect of such shares. Provided further that the Board of Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. (ii) The Company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in respect of such shares. 16. The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien: Provided that no sale shall be made— (a) unless a sum in respect of which the lien exists is presently payable; or (b) until the expiration of fourteen (14) days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency. 39917. (i) To give effect to any such sale, the Board may authorise 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. 18. (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 19. (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 (1) month from the date fixed for the payment of the last preceding call. (ii) Each member shall, subject to receiving at least fourteen (14) days’ notice specifying the time or times and place of payment, pay to the Company, at the time or times and place so specified, the amount called on his shares. (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 or persons without the sanction of the Company in the General Meeting. 20. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be required to be paid by instalments. 21. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 22. (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 (10%) 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. 23. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these Articles, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable. (ii) In case of non-payment of such sum, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 24. The Board of Directors: (i) 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 (ii) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the Company in general meeting shall otherwise direct, twelve per cent (12%) per annum, as may be agreed upon between the Board and the member paying the sum in advance. 400TRANSFER OF SHARES 25. (i) The Company shall also 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. In case of transfer of shares, where the Company has not issued any certificates and where the shares are held in dematerialized form, the provisions of the Depositories Act, 1996 shall apply. (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. (iii) The Company shall keep a “Register of Transfers” and therein shall be fairly and distinctly entered particulars of every transfer or transmission of such shares which are not held in dematerialized form. 26. The Board may, subject to the right of appeal conferred by Section 58 of the Act decline to register: (i) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or (ii) any transfer of shares on which the Company has a lien. 27. The Board may decline to recognise any instrument of transfer unless: (i) the instrument of transfer is in the form as prescribed in rules made under Section 56(1) of the Act; (ii) 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 (iii) the instrument of transfer is in respect of only one class of shares. Provided that the registration of transfer of any securities shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons, indebted to the Company on any account whatsoever except where the Company has a lien on shares. 28. On giving not less than seven (7) days’ prior notice in accordance with Section 91 of the Act 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 29. (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 sub-clause (i) of this Article 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. 30. (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. 31. (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. 401(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. (iii) All the limitations, restrictions and provisions of these Articles 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. 32. 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 (90) 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 33. 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. 34. The notice aforesaid shall: (i) name a further day (not being earlier than the expiry of fourteen (14) days from the date of service of the notice) on or before which the payment required by the notice is to be made; and (ii) 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. 35. 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. 36. (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. 37. (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. 38. (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. 39. The provisions of these Articles as to forfeiture shall apply in the case of non-payment 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 402premium, as if the same had been payable by virtue of a call duly made and notified. FURTHER ISSUE OF SHARES 40. Where at any time the Board or the Company, as the case may be, propose to increase the subscribed capital by the issue of further shares then such shares shall be offered, subject to the provisions of Section 62 of the Act, and the rules made thereunder: (A) (i) to the persons who at the date of the offer are holders of the equity shares of the Company, in proportion as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the conditions mentioned in (ii) to (iv) below; (ii) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days (or such lesser number of days as may be prescribed under applicable law) and not exceeding thirty days from the date of the offer (or such greater number of days as may be prescribed under applicable law), within which the offer if not accepted, shall be deemed to have been declined; Provided that the notice shall be dispatched through registered post or speed post or through electronic mode or courier or any other mode having proof of delivery to all the existing shareholders at least three days (or such lesser number of days as may be prescribed under applicable law) before the opening of the issue. (iii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person and the notice referred to in sub- clause (ii) shall contain a statement of this right; (iv) After the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that the person declines to accept or renounces the shares offered, the Board of Directors may dispose of them in such manner which is not disadvantageous to the Members and the Company; (B) to employees under any scheme of employees’ stock option subject to special resolution passed by the shareholders of the Company and subject to the rules and such other conditions, as may be prescribed under applicable law; or (C) to any person(s), if it is authorized by a special resolution, whether or not those persons include the persons referred to it in (A) or (B) above either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer subject to such conditions as may be prescribed under the Act and the rules made thereunder; provided that in respect of issue of shares as aforesaid, subsequent to listing of equity shares of the Company on the stock exchange(s) pursuant to the initial public offering of the shares, the price of the shares shall be determined in accordance with the applicable provisions of regulations made by the Securities and Exchange Board of India and/or other applicable laws and the requirement for determination of price through valuation report of a registered valuer under the Act and the rules made thereunder shall not be applicable unless otherwise required under the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. A further issue of shares may be made in any manner whatsoever as the Board may determine including by way of preferential offer or private placement, subject to and in accordance with the Act and the rules made thereunder. DEBENTURES 41. The Company shall have the power to issue debentures, whether convertible or non-convertible, and whether linked to issue of equity shares or not, among members, but in exercising, this power, provisions of these Articles, the Act and other applicable laws, including any statutory modifications thereof shall be complied with. ALTERATION OF CAPITAL 42. 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. 43. Subject to the provisions of Section 61 of the Act, the Company may, by ordinary resolution: 403(i) increase the share capital by such sum, to be divided into shares of such amount as it thinks expedient; (ii) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; provided that any consolidation and division which results in changes in the voting percentage of members shall require applicable approvals under the Act; (iii) sub-divide its shares or any of them, into shares of smaller nominal value than is fixed by the memorandum (subject, however, to the provisions of the Act), and the resolution whereby any share is subdivided may determine that as between the holders of the shares resulting from such sub-division, one or more of such shares may, as compared to the others, have some preference or special advantage in relation to dividend, capital or otherwise as compared to others; (iv) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination; (v) 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 and diminish the amount of its share capital by the amount of the shares so cancelled. 44. Where shares are converted into stock: (i) 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. (ii) 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. (iii) such of the Articles of the Company as are applicable to paid-up shares shall apply to stock and the words “share” and “shareholder” in those Articles shall include “stock” and “stock-holder” respectively. 45. The Company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and consent required by law,— (i) its share capital; (ii) any capital redemption reserve account; or (iii) any share premium account. CAPITALISATION OF PROFITS 46. (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) of this Article 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) of this Article below, either in or towards: (a) paying up any amounts for the time being unpaid on any shares held by such members respectively; 404(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; or (c) partly in the way specified in sub-clause (a) and partly in that specified in sub-clause (b). (iii) A securities premium account and a capital redemption reserve account may, for the purposes of this Article, be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares. (iv) The Board shall give effect to the resolution passed by the Company in pursuance of this Article. 47. (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. BUY-BACK OF SHARES 48. Notwithstanding anything contained in these Articles but subject to the provisions of Sections 68 to 70 of the Act and any other applicable provision of the Act or any other law for the time being in force, the Company may purchase its own shares or other specified securities. GENERAL MEETINGS 49. All general meetings other than annual general meeting shall be called extraordinary general meeting. 50. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting. (ii) If at any time, the 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 51. (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 of the Act. 52. The chairperson, if any, of the Board shall preside as chairperson at every general meeting of the Company. 53. If there is no such chairperson, or if he is not present within fifteen (15) 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 (1) of their members to be chairperson of the meeting. 54. If at any meeting no Director is willing to act as chairperson or if no Director is present within fifteen (15) minutes after 405the time appointed for holding the meeting, the members present shall choose one (1) of their members to be chairperson of the meeting. ADJOURNMENT OF MEETING 55. (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 (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. (iv) Save as aforesaid, and as provided in Section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. VOTING RIGHTS 56. Subject to any rights or restrictions for the time being attached to any class or classes of shares: (i) on a show of hands, every member present in person shall have one (1) vote; and (ii) 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. 57. A member may exercise his vote at a meeting by electronic means in accordance with Section 108 of the Act and shall vote only once. 58. (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. 59. 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. 60. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. 61. 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. 62. (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 63. 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 forty eight (48) hours or such other shorter timeline as permissible under applicable laws 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 twenty four (24) hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid. 64. An instrument appointing a proxy shall be in the form as prescribed in the rules made under Section 105 of the Act. 65. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or 406insanity 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 66. Until otherwise determined by a general meeting of the Company and, subject to the applicable provisions of the Act, the number of Directors shall not be less than three (3) nor more than fifteen (15), provided that the Company may appoint more than fifteen (15) directors after passing a special resolution. The Company shall have at the minimum such number of independent directors on the Board of the Company, as may be required under applicable law. In addition, not less than two-thirds of the total number of Directors shall be persons whose period of office is liable to determination by retirement of Directors by rotation. 67. The first Directors of the Company are: (i) Mr. Abhishek Binod Agarwal (ii) Mr. Kamlesh Mohpal 68. Subject to the provisions of Section 161(2) of the Act, the Board may appoint an alternate director to act for a Director (“Original Director”) during his absence for a period of not less than three (3) months or such other period as may be, from time to time, prescribed under the Act, from India, in which the meetings of Board are ordinarily held. An alternate director appointed, under this Article, shall not hold office for a period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate office, if and when the Original Director returns. If the term of office of the Original Director is determined before he so returns, any provisions in the Act or in these Articles for the automatic re-appointment of a retiring Director, in default of another appointment, shall apply to the Original Director and not to the relevant alternate director. 69. Subject to the provisions of Section 161(1) of the Act, the Board shall have power, at any time and from time to time, to appoint any other qualified person to be an additional director, but so that the total number of Directors shall not, at any time, exceed the maximum number fixed under these Articles. Any such additional director shall hold office only upto the date of the next annual general meeting, unless the appointment of such additional director is duly regularized at the said annual general meeting. 70. Subject to the provisions of Sections 152 and 161(4) of the Act, the Board shall have power, at any time and from time to time, to appoint any other qualified person to be a Director to fill a casual vacancy. Any person so appointed shall hold office only upto the date, upto which the Director in whose place he is appointed would have held office if it had not been vacated by him. 71. (i) The remuneration of the Directors shall, in so far as it consists of a monthly payment, be deemed to accrue on a day-to-day basis. (ii) In addition to the remuneration payable to them in pursuance of the Act or as approved by the members of the Company 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 (b) in connection with the business of the Company. (iii) If the Board approves, the Company may pay its non-executive directors, remuneration in accordance with the provisions of the Act and/or as approved by the members of the Company (as applicable pursuant to applicable law). 72. The Company may exercise the powers conferred on it by Section 88 of the Act with regards 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 think fit respecting the keeping of any such register. 73. 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 407and in such manner as the Board shall from time to time by resolution determine. 74. 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. PROCEEDINGS OF THE BOARD 75. (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. (iii) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes. (iv) In case of an equality of votes, the chairperson of the Board, if any, shall have a second or casting vote. 76. 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. 77. (i) “Chairman” or “Chairperson” means the chairperson of the Board for the time being of the Company or the person elected or appointed to preside over the Board and/ or General Meetings of the Company. The Board may elect a non-executive Director as a chairperson of the Board and determine the period for which he is to hold office. Provided that, if the Board has the requisite number of independent Directors mandated under applicable laws for electing an executive director as the chairperson, the Board may elect an executive Director as a chairperson of the Board. (ii) If no such chairperson is elected, or if at any meeting the chairperson is not present within five (5) minutes after the time appointed for holding the meeting, the Directors present may choose one (1) of their members to be chairperson of the meeting, in accordance with the applicable laws. 78. (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. (iii) A committee may elect a chairperson of its meetings, provided a non-executive Director must be the chairperson if so required under applicable laws. (iv) If no such chairperson is elected, or if at any meeting the chairperson is not present within five (5) minutes after the time appointed for holding the meeting, the members present may choose one of their members to be chairperson of the meeting, in accordance with the applicable laws. (v) A committee may meet and adjourn as it thinks fit. (vi) 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. 79. 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. 80. Save as otherwise expressly provided in the Act and applicable law, a resolution in writing, signed, whether manually or by secure electronic mode, by majority of the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held. 408CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER 81. 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. 82. Any provision of the Act or these Articles requiring or authorising a thing to be done by or to a Director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer. THE SEAL 83. (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 person as the Board may appoint for the purpose; and those two Directors and the secretary or such person aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence. (iii) The Company shall also be at liberty to use the Seal in any territory, district or place outside India. (iv) Save as otherwise expressly provided in the Act or these Articles, a document or proceedings requiring authentication by the Company may be signed by a Director or an authorized officer of the Company and need not be under its Seal. DIVIDENDS AND RESERVE 84. The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. 85. Subject to the provisions of Section 123 of the Act, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the Company. 86. (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. 87. (i) All dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares. (ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share. (iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. 40988. 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. 89. (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. 90. Any one (1) of two (2) or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share. 91. 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. 92. No dividend shall bear interest against the Company. 93. No unclaimed or unpaid dividend shall be forfeited by the Board before the claim becomes barred by law. 94. Any amount paid up in advance of calls on any share may carry interest but shall not in respect thereof confer a right to dividend or to participate in profits. The Directors may at any time repay the amount so advanced. 95. The members shall not be entitled to any voting rights in respect of the moneys so paid by them until the same would but for such payment, become presently payable. ACCOUNTS 96. 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. 97. 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. GENERAL AUTHORITY 98. Where the Act requires that the Company cannot undertake any act or exercise any rights or powers or privilege or authority unless expressly authorised by its Articles, these Articles shall in relation to the Company, be deemed to confer such right, authority, power or privilege and to carry out such transaction as otherwise restricted by the Act. WINDING UP 99. 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 100. 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. 410DEMATERIALIZATION OF SECURITIES 101. (i) Subject to the provisions of the Act, either the Company or the investor may exercise an option to issue (in case of the Company only), deal in, hold the securities (including shares) with a Depository in electronic form and the share certificates in respect thereof shall be dematerialized, in which event, the rights and obligations of the parties concerned and matters connected therewith or incidental thereof shall be governed by the provisions of the Depositories Act, 1996 as amended from time to time or any statutory modification(s) thereto or re-enactment thereof, the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and other Applicable Law. (ii) Notwithstanding anything contained in the Act or these Articles, the Board is empowered without any prior sanction of the members to dematerialize or rematerialize the securities of the Company and issue / allot fresh securities in dematerialized form. The Board is also empowered to determine the terms and conditions thereof pursuant to the provisions of the Depositories Act, 1996 and rules framed there under. (iii) All securities held by depositories shall be dematerialized and be fungible form. The register and index of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996, shall be deemed to be the corresponding register and index for the purposes of this Act. The Company shall have the power to keep in any state or country outside India, a Register of Members, for beneficial owner residing in that state or country. (iv) Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall be deemed to be registered owner for the purposes of effecting transfer of ownership of security on behalf of the beneficial owner. 411SECTION XI: OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following documents and contracts which have been entered or are to be entered into by our Company (not being contracts entered into in the ordinary course of business carried on by our Company) which are or may be deemed material will be attached to the copy of the Red Herring Prospectus and Prospectus which will be filed with the RoC (except for such contracts and documents executed after the filing of the Red Herring Prospectus). Copies of the contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered and Corporate Office between 10:00 a.m. and 5:00 p.m. IST on all Working Days and shall be also available on the website of our Company at www.purplestylelabs.com/investor-relations from the date of the Red Herring Prospectus until the Bid/ Issue Closing Date (except for such agreements executed after the Bid/ Issue Closing Date). A. Material Contracts for the Issue a) Issue Agreement dated September 22, 2025 entered into between our Company and the BRLMs. b) Registrar Agreement dated September 22, 2025 entered into between our Company and the Registrar to the Issue. c) Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring Agency. d) Cash Escrow and Sponsor Bank(s) Agreement dated [●] entered into amongst our Company, the Registrar to the Issue, the BRLMs, the Bankers to the Issue and Syndicate Members. e) Syndicate Agreement dated [●] amongst our Company, Registrar to the Issue, the BRLMs and Syndicate Members. f) Underwriting Agreement dated [●] between our Company and the Underwriters. B. Material Documents a) Certified copies of our MoA and AoA, as amended until date. b) Certificate of incorporation dated August 6, 2015 in the name of ‘Purple Style Labs Private Limited’. c) Certificate of incorporation dated December 13, 2023 for conversion of our Company from a private limited company to a public limited company and change in name of our Company to ‘Purple Style Labs Limited’. d) Resolutions of the Board of Directors dated June 18, 2025 and September 12, 2025, authorising the Issue. e) Shareholders’ resolution dated August 28, 2025, approving the Fresh Issue and other related matters. f) Resolution of the Board of Directors dated September 22, 2025 approving this Draft Red Herring Prospectus. g) Resolution dated September 22, 2025 passed by the Audit Committee approving the key performance indicators. h) Consent letter dated September 22, 2025 from our Joint Statutory Auditors, namely, Walker Chandiok & Co LLP, Chartered Accountants and Kedia & Agrawal, Chartered Accountants, holding valid peer review certificates from the ICAI each, to include their names in this Draft Red Herring Prospectus as required under Section 26 of the Companies Act, 2013 read with SEBI ICDR Regulations, and as “experts” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Joint Statutory Auditors, and in respect of their (i) examination report dated September 12, 2025 relating to the Restated Consolidated Financial Information; and (ii) statement of special tax benefits dated September 12, 2025 to our Company, Shareholders and Material Subsidiary, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. i) The examination report dated September 12, 2025 of the Joint Statutory Auditors on our Restated Consolidated Financial Information. j) The statement of special tax benefits dated September 12, 2025, 2025 from the Joint Statutory Auditors. k) Consents of our Directors, Company Secretary and Compliance Officer, legal counsel to our Company as to Indian law, Bankers to our Company, Banker(s) to the Issue, the BRLMs, Syndicate Members, Monitoring Agency and Registrar to the Issue, in their respective capacities. 412l) Consent letter dated September 22, 2025 from B.B. & Associates, Chartered Accountants, holding a valid peer review certificate from the ICAI, to include their name in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of Companies Act and as required under Section 26(5) and any other applicable provisions of the Companies Act in respect of the certificates issued by them in their capacity as an independent chartered accountant to our Company, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. m) Certificate dated September 22, 2025 issued by B.B. & Associates, Chartered Accountants, with respect to the (a) basis for Issue price; (b) the weighted average price, average cost of acquisition and price at which specified securities were acquired; (c) on financial indebtedness of the Company; (e) outstanding dues to creditors; and (f) tax litigation. n) Certificate dated September 22, 2025 issued by B.B. & Associates, Chartered Accountants certifying the KPIs of our Company. o) Consent letter dated September 22, 2025 from Manish Ghia & Associates, Company Secretaries holding a valid peer review certificate from the Peer Review Board of the Institute of Company Secretaries of India, to include their name in this Draft Red Herring Prospectus as required under Section 26(5) of the Companies Act read with SEBI ICDR Regulations, and as an “expert” as defined under Section 2(38) of Companies Act in respect of the certificates issued by them in their capacity as a practicing company secretary, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. p) Report titled “Luxury and Designer Wear Industry Report” dated September 22, 2025 issued by 1Lattice which has been commissioned and paid for by our Company exclusively for the purposes of the Issue. q) Consent letter dated September 22, 2025 from 1Lattice in respect of the 1Lattice Report. r) Employment agreement dated August 8, 2015 between Abhishek Agarwal and our Company, read with the appraisal letter dated April 17, 2025. s) Employment agreement dated July 25, 2018 between Abhinav Agarwal and our Company, read with the appraisal letter dated April 17, 2025. t) Restated Shareholders’ Agreement dated June 30, 2022 amongst our Company, our Promoter and certain investors, as amended pursuant to the Amendment cum Termination Agreement dated July 29, 2025. u) Inter-se Agreement dated September 5, 2025 entered into by and between our Company and Volrado Venture Partners Fund II, Singularity Growth Opportunities Fund I, ValueQuest SCALE Fund and Alchemy Long Term Ventures Fund. v) Asset Purchase Agreement dated February 3, 2018 by and between Pernia Qureshi Consultancy Private Limited and our Company. w) License Agreement dated February 3, 2018 by and between Pernia Qureshi Consultancy Private Limited and our Company. x) Business Transfer Agreement dated November 2, 2020 by and between Retreat N Style India Private Limited and our Company. y) Business Agreement dated January 29, 2021 by and between Hemant Trivedi and our Company. z) Due diligence certificate dated September 22, 2025 addressed to SEBI from the BRLMs. aa) Tripartite agreement dated April 25, 2025 entered amongst our Company, NSDL and Registrar to the Issue. bb) Tripartite agreement dated April 25, 2025 entered amongst our Company, CDSL and Registrar to the Issue. cc) In-principle listing approvals dated [●] and [●], issued by BSE and NSE, respectively. dd) Final observation letter bearing number [●] dated [●] issued by SEBI. 413Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without notice to the Shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes. 414DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines or regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY ________________________________________ Hrishikesh Bhalchandra Parandekar Chairperson and Independent Director Date: September 22, 2025 Place: Mumbai, Maharashtra, India 415DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines or regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________________ Abhishek Agarwal Whole-Time Director and Chief Executive Officer Date: September 22, 2025 Place: Mumbai, Maharashtra, India 416DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines or regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY Abhinav Agarwal Whole-Time Director and Chief Business Officer Date: September 22, 2025 Place: Mumbai, Maharashtra, India 417DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines or regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY Harminder Sahni Non-Executive Director Date: September 22, 2025 Place: Mumbai, Maharashtra, India 418DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines or regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY Shefali Sarohi Shyam Independent Director Date: September 22, 2025 Place: Mumbai, Maharashtra, India 419DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines or regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY Rahul Garg Non-Executive Director Date: September 22, 2025 Place: Mumbai, Maharashtra, India 420DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines or regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY Umesh Pawan Choudhary Chief Financial Officer Date: September 22, 2025 Place: Mumbai, Maharashtra, India 421ANNEXURES TO THIS DRAFT RED HERRING PROSPECTUS ANNEXURE A-1 Set out below are the details of allottees who were allotted Equity Shares pursuant to conversion of compulsorily convertible Preference Shares, in the allotment made on June 9, 2025, for an issue price of ₹ 20,000 (paid at the time of issuance of such compulsorily convertible Preference Shares), as disclosed in “Capital Structure – Notes to the capital structure – Share capital history of our Company” on page 73: S. Name of allottee Number of S. Name of allottee Number of No. Equity No. Equity Shares Shares 1. Bha rat Harjibhai Gabani 2 30. Rac hna Naresh Chandiramani 3 2. Sud arshan S Dhamal 3 31. Abh inav Gorukanti 5 3. Sau rabh Maheshwari 5 32. Ajit Gala (HUF) 6 4. Jati n Manharlal Shah 7 33. Kav ish Bagaria 10 5. Ma saba Vivian Richards 10 34. Pra tik Mahesh Choudhary 10 6. Aro hi Holdings Private Limited 15 35. Atu l Gupta 15 7. Sau mil Sailesh Mehta 15 36. Sin gularity Growth Opportunities Fund I 15 8. Anu j Kumar Modi 20 37. Bhu pal Sukumar De 20 9. Alo k Gupta 25 38. Aur ora Enterprise Consulting LLP 25 10. Baj aj Holdings & Investment Limited 25 39. Me gha Agrawal 25 11. Rag hav Singhania 25 40. Sye da Nabeela Moinuddin 25 12. Tar anjjt Sapra 25 41. Ada rsh Kanubhai Shah 30 13. Rita Jitendra Shah 30 42. Rin ku Basu 35 14. Ksh itija Krishnaswamy 40 43. Nee leshwar Bhatnagar 40 15. Viv ek Lath 40 44. Art ek Surfin Chemicals Limited 50 16. Ash ish Jalan 50 45. CM M Logistics Private Limited 50 17. Hri shikesh Bhalchandra Parandekar 50 46. Icpa Health Products Limited 50 18. Jyo ti Aggrawal 50 47. KP Sanghvi Infrastructures LLP 50 19. Mil an A Shah 50 48. Pra deep Dayakishan Goel 50 20. Pre mier Financial Services Private Limited 50 49. Tou chstone Venture LLP 50 21. Aad hrika Realtors LLP 75 50. Arp it Bansal 80 22. Roh an Manu Ramchandani 80 51. Nith ya Venkataramani 85 23. Riju l Jain 85 52. Ma nu Patni 100 24. Me hul Pravinbhai Vaghani 100 53. Sig net Capital Private Limited 100 25. Ana ntharaman Rajaram 125 54. Bod hivriksha Advisors LLP 125 26. Rah ul Kayan 125 55. Eud ora Ventures LLP 150 27. Nis higandha Trading Private Limited 150 56. Lan sdowne Investments Private Limited 165 28. Sur endra Goyal 240 57. Gro wthseed Regent Private Limited 275 29. Jite nder Kumar Bansal 2, 395 422ANNEXURE A-2 Set out below are the details of allottees who were allotted Equity Shares pursuant to conversion of compulsorily convertible Preference Shares, in the allotment made on June 9, 2025, for an issue price of ₹ 57,000 (paid at the time of issuance of compulsorily convertible Preference Shares), as disclosed in “Capital Structure – Notes to the capital structure – Share capital history of our Company” on page 73: S. Name of allottee Number of S. Name of allottee Number of No. Equity Shares No. Equity Shares 1. Ro han Ramchand Duseja 3 30. Au rora Enterprise Consulting LLP 4 2. An kit Kiranraj Birawat 5 31. Bl ack Gold Services LLP 5 3. Jat in Manharlal Shah 5 32. M egha Agarwal 5 4. M ehul Pravinbhai Waghani 5 33. M ilan A Shah 5 5. Po oja Gupta 5 34. Sh renik Narottam Shah 5 6. M ilisha Sanjay Siroya 6 35. Pin nacle Capital Solutions Private Limited 7 7. M amatha 10 36. M avjibhai Shamjibhai Patel 10 8. M itesh V 10 37. Ni shigandha Trading Private Limited 10 9. Ni tesh A Mhatre HUF 10 38. Pe revamba Sangameshwaran Krishnan 10 10. Pr adeep Dayakishan Goel 10 39. Pr ity 10 11. Ra ghav Singhania 10 40. Ra vi Venkataramani 10 12. S V Swaroop Reddy 10 41. Sa gar Chhabra 10 13. Su mant Nathani 10 42. Sw apnil Ajay Mehta 10 14. M ehul Vinaykumar Doshi 12 43. Tw ishmay Shankar 13 15. Ro hit Koshy 14 44. Ar jun Ghose 15 16. Co nscience Multi Family Office 15 45. Ha rdik Paragbhai Shah 15 17. Ne ha Bansal 15 46. Ri nku Basu 15 18. Vi neet Gautam 15 47. Vi vek Lath 15 19. Ka ilash Mohan Rustagi 18 48. Ni khil Mohta 19 20. Ar pit Bansal 20 49. Bh atkawa Tea Industries Limited 20 21. Ra jat Garg 20 50. Ra mrod Advisors LLP 20 22. Ra njan Sharma 20 51. Vi ren Vivek Timble 20 23. Ar ohi Holdings Private Limited 22 52. Ak ruti Rahul Savla 25 24. Jas mine Makkar 25 53. M asaba Vivian Richards 25 25. Sa ngitaben Gaurangbhai Shah 25 54. Su neeth Basavareddy Katarki 25 26. Az eem Adil Zainulbhai 26 55. Sy eda Nabeela Moinuddin 26 27. Di sket Angmo 27 56. Ra khi Parikh 28 28. Sh ivashis Bhutia 30 57. An kit Goell 32 29. Ut sav Mitra 33 58. An kit Padliya 40 30. Bh upal Sukumar De 40 59. Ra hul N Gidwani 40 31. Ru shda Rahul Parikh 40 60. M anasi Sachin Sachdev 44 32. Ne ha Kinjal Pandit 44 61. Sin gularity Growth Opportunities Fund I 44 33. Ha rminder Sahni 47 62. Eu dora Ventures LLP 50 34. Gr owthseed Regent Private Limited 50 63. Hr ishikesh Bhalchandra Parandekar 50 35. Ra mesh Hariharan 50 64. Ra unak Sanjay Siroya 50 36. Pa rikshit Jain 51 65. La nsdowne Investments Private Limited 52 37. He manth Hegde 60 66. An isha Mehul Nanavati 61 38. RM G Holdings LLC 65 67. Ry an Francis EL Khoury 65 39. Aa dhrika Realtors LLP 79 68. Ar tek Surfin Chemicals Limited 80 40. Na lin Jaswantsinh Nanavati 80 69. Ne eleshwar Bhatnagar 80 41. Vi vek Jhunjhunwala 80 70. Ni thya Venkataramani 85 42. M onsa Traders Private Limited 90 71. Ne eraj Kumar Srivastava 90 43. Su mit Jalan 95 72. AL Trust 100 44. M S R Karthik 100 73. Pa thmanathan Naidoo 100 45. Ri shi Vasudev 100 74. Su shil Garg 100 46. Us hma Sheth Sule 100 75. To uchstone Venture LLP 108 47. Pr emier Financial Services Private Limited 112 76. C Mackertich Private Limited 137 48. Sh ounak Deb 140 77. Ra hul Kayan 150 49. Ba jaj Holdings & Investment Limited 152 78. Bo dhivriksha Advisors LLP 160 50. Vn eet S Jaain 160 79. Ch anakya Corporate Services Private 200 Limited 51. CM M Logistics Private Limited 200 80. M V N Sesha Chary 200 52. Pr ahlad Rai Agarwal 200 81. Su rendra Goyal 225 53. Gh anshyam Prasad Agarwala 230 82. Ku nj Bihari Agarwal 230 54. Ri jul Jain 230 83. Ra hul Garg 264 55. M alav Rajen Shah 272 84. Kr ishnendu Datta 274 423S. Name of allottee Number of S. Name of allottee Number of No. Equity Shares No. Equity Shares 56. Lo kendra Tomar 400 85. NB Ventures Limited 1,150 424ANNEXURE A-3 Set out below are the details of allottees who were allotted Equity Shares pursuant to the bonus issuance of Equity Shares on August 30, 2025, as disclosed in “Capital Structure – Notes to the capital structure – Share capital history of our Company” on page 73: S. Name of allottee Number of S. Name of allottee Number of No. Equity Shares No. Equity Shares 1. Ab hishek Jain 999 270. Ch irag Kishan Aga 999 2. Di nesh G Kagrecha HUF 999 271. S K Srinivasan 999 3. Pa nkaj Agarwal 999 272. Vi nay Basavaraj HUF 999 4. Su ruchi Gopalchandra Shah 999 273. Vi vek Sureshbhai Shah 999 5. Vi shnu Krishnan 999 274. Bh arat Harjibhai Gabani 1,998 6. Ad arsh Khandelwal 1,998 275. Ch irag Agrawalla 1,998 7. Bh avin Jain 1,998 276. Di vya Nayak 1,998 8. Da rshak Rajendra Randeria 1,998 277. Ha rsha Shailesh Shah 1,998 9. Ga urav Dugar 1,998 278. Ke vin Modi 1,998 10. M ohd Javed 1,998 279. Na vin Bagaria 1,998 11. Pa l Gaurang Shah 1,998 280. Pr atik Goyal 1,998 12. Pr itha Sachin Shah 1,998 281. Ra njana Bagaria 1,998 13. Sa gar Rohit Shah 1,998 282. Sa ndeep Sachdev 1,998 14. Sa njita Mukerji 1,998 283. Sa urabh Bhardwaj 1,998 15. Sh ashank Shekhar 1,998 284. Ta ru Jain 1,998 16. Ur vashi Dilip Kamath 1,998 285. Ut karsh M Desai 1,998 17. Va llabh Prasad Biyani 1,998 286. Aa dhrika Realtors LLP 2,997 18. An chit Kapil 2,997 287. Ar chana Jain 2,997 19. Bi pin Mehrotra 2,997 288. La ta Agrawal 2,997 20. Na resh Kumar Sarawgi 2,997 289. Pr amod Sarawgi 2,997 21. Ra chna Naresh Chandiramani 2,997 290. Ra chna Rakesh Choudhari 2,997 22. Ri tu Jalan 2,997 291. Ro han Ramchand Duseja 2,997 23. Sh ivani Thapar 2,997 292. Sth uti Rajesh Choudhary 2,997 24. Su bham Agarwala 2,997 293. Su bhash Agarwal 2,997 25. Su darshan S Dhamal 2,997 294. Su nil Kumar Agrawal 2,997 26. An iket Agrawal (on behalf of Avan 3,996 295. Hi manshu Drolia 3,996 Investments) 27. Ka pil Kastwar 3,996 296. Ki ran Bagaria 3,996 28. Ki ran Bagga 3,996 297. Sa tchit Dayanand Bhiwandkar 3,996 29. Sh anav Ashish Jalan 3,996 298. Sh ruti Tibrewal 3,996 30. Us ha Ujwal 3,996 299. Ya tin Dayanand Bhiwandkar 3,996 31. Ab hinav Gorukanti 4,995 300. An irudh Dilip Mehta 4,995 32. An ju Gupta 4,995 301. An kit Kiranraj Birawat 4,995 33. Ar ti Jain 4,995 302. Ay ush Agarwal 4,995 34. Ay ushi Neeraj Shastri 4,995 303. Bh havesh Suppawala 4,995 35. Ch andrasekaran Ramesh 4,995 304. Dh wani Sureshkumar Shah 4,995 36. Di mpy Rajiv Mirwani 4,995 305. Go pal Chandra Bagaria 4,995 37. Ish an Singh 4,995 306. Jai min Bhatt 4,995 38. Jen nil Mahesh Chheda 4,995 307. Ka ji And Maulik Securities LLP 4,995 39. Ku ber Chand Agarwal 4,995 308. M anas Motwani 4,995 40. M edigraph Pharmaceuticals Private Limited 4,995 309. Ne elav Agarwala 4,995 41. Pa nkaj Motwani 4,995 310. Po oja Gupta 4,995 42. Pr adyumna Dalmia 4,995 311. Pr iyanka Pandey 4,995 43. Pr iyanka Singh 4,995 312. Pu nam Dudani 4,995 44. Pu nit Sahni 4,995 313. Ra hul Rastogi 4,995 45. Ra hul Tirath Devjani 4,995 314. Re nu Sarawgi 4,995 46. Ru pang Prakash Shah 4,995 315. Sa ket Motilal Jalan 4,995 47. Sa kshi Mithal 4,995 316. Sa urabh Maheshwari 4,995 48. Sh renik Narottam Shah 4,995 317. Sh irish G. Salian 4,995 49. Sw echha Jain 4,995 318. Sw asti Bhowmick 4,995 50. Tu shar Jain 4,995 319. Te jal Anirudh Mehta 4,995 51. Va ndana Dilip Maru 4,995 320. Ut tam Sikaria 4,995 52. Vi kas Shreekrishan Jaggi 4,995 321. Vi jaylaxmi Mittal 4,995 53. Vi shnu Gaurisaria 4,995 322. Vi ren Rajani 4,995 54. Aj it Gala (HUF) 5,994 323. Vi vek Gupta 4,995 55. Am it Kumar Singh 5,994 324. Al ok Shriram Choudhari 5,994 56. Ki shor Jaichandra Bafna 5,994 325. Fr uchtbare Private Limited 5,994 57. Pio neer Agro Industries Sanvin Laboratories 326. 5,994 Milisha Sanjay Siroya 5,994 Private Limited 425S. Name of allottee Number of S. Name of allottee Number of No. Equity Shares No. Equity Shares 58. Sa jiv Dhawan 5,994 327. Ri shi Kishore Bafna 5,994 59. Ak ash Gandhi 6,993 328. Sh eetal Batra 5,994 60. Ar jun Ghose 6,993 329. Ar chit Garg 6,993 61. De epthi Ravichandran 6,993 330. Da yal Omprakash Agarwal 6,993 62. Pin nacle Capital Solutions Private Limited 6,993 331. M egha Goel 6,993 63. Su mit Sikaria 6,993 332. Ra jvvir Aroraa 6,993 64. Ch archit Garg 7,992 333. Su ndaraman Vaishnavi 6,993 65. Ne elam Ashok Chheda 7,992 334. Ha rsh N Dharnidharka 7,992 66. Re ena Sarawgi 8,991 335. Ba by Sarawgi 8,991 67. Am it Ashok Gadgil 9,990 336. Ak shhaye Niimani 9,990 68. An il Goyal 9,990 337. Am it Gajendrakumar Agrawal 9,990 69. An kita Satesh Bedi 9,990 338. An ita Ramesh Rakhecha 9,990 70. Ap oorvi Kinjal Gandhi 9,990 339. An uj Khaitan 9,990 71. As hvinbhai Jayantilal Dalal HUF 9,990 340. Ap urva Rajnikant Amin 9,990 72. Av inash Hariom Gupta 9,990 341. As hwini Asokan 9,990 73. Ba rclays Wealth Trustees India Private 9,990 342. 9,990 Limited (on behalf of Mass One Private Balasubramanian Anandhi Trust) 74. Ch andralekha 9,990 343. Bh arat J. Sheth 9,990 75. Ha rdik Indramal Jain 9,990 344. Da rshan Milan Shah 9,990 76. Ka mlesh Mohpal 9,990 345. Ish a Kumar 9,990 77. Kr ishna Bagaria 9,990 346. Ko nanur Manjunatha Veena 9,990 78. Le ena Anant Gokhale 9,990 347. Ku sum Bagaria 9,990 79. M amatha 9,990 348. Lo vely Agarwal 9,990 80. M ayank Gupta 9,990 349. M asaba Vivian Richards 9,990 81. 9,990 350. M ehul Patel (on behalf of Mehul Patel 9,990 Mythri Thippareddy Family Trust) 82. Ni khil Mohta 9,990 351. Na rasimha Subramanian 9,990 83. Ni tesh A Mhatre HUF 9,990 352. Ni shank Gupta 9,990 84. Pr asoon Thapliyal 9,990 353. Pe revamba Sangameshwaran Krishnan 9,990 85. Pr avin Kumar 9,990 354. Pr atik Mahesh Choudhary 9,990 86. Pr iyanka Harshil Salot 9,990 355. Pr ity 9,990 87. Pu ja Bansal 9,990 356. Pr eeti Jaiin Nainutia 9,990 88. Ra vi Venkataramani 9,990 357. Ra jat Kohli 9,990 89. Ro hit Koshy 9,990 358. Ro han Sinha 9,990 90. 9,990 359. Sa ngita Shah (on behalf of Envision Value 9,990 Sanjana Nipoon Agrawal Partners) 91. Sa ntosh Sarwate 9,990 360. Sa njay Gupta 9,990 92. Su gandha Kapur 9,990 361. Sh amita Singha 9,990 93. Vi raj Kataria 9,990 362. Vi mal Agarwal 9,990 94. Vi shal Jagadish Deshpande 9,990 363. Vi shal Bhailal Shah 9,990 95. Bh awna Godha 10,989 364. As hraf Abdussamad Motiwala 10,989 96. Ga urav Saxena 10,989 365. Fa isal Momen 10,989 97. La kshmi Prasanna Manchu 10,989 366. Ku nal Harish Gudhka 10,989 98. Ne eti Goel 10,989 367. M ilan A Shah 10,989 99. Pr anavi Chandra Velagapudi 10,989 368. Ne etu Godha 10,989 100. Pr ashant Godha 10,989 369. Pr anay Godha 10,989 101. Ra ja Ram Corn Products (Pb) Private 10,989 370. 10,989 Premchand Godha Limited 102. Th akur Tilak Varma Namboori 10,989 371. Sa ba Haque 10,989 103. Aj ay Kumar Jain (on behalf of The Comedy 11,988 372. 10,989 Usha Godha Company) 104. Jay ant Gupta 11,988 373. Jat in Manharlal Shah 11,988 105. Ni khil Mehra 11,988 374. Na kshatra Gupta 11,988 106. Py ush Mahajan 11,988 375. Ni kita Manish Jaisinghani 11,988 107. Pa ras R Shah (HUF) 12,987 376. An naswamy Vaidheesh 12,987 108. Sh renik N Gada 12,987 377. Sa urabh Lakhotia 12,987 109. De vendra Goel (on behalf of DVG Private 378. 14,985 Abhilasha Rana 14,985 Family Trust) 110. Ka ustubh Mohan Vaidya 14,985 379. Ha rdik Paragbhai Shah 14,985 111. Ki ara Trading & InvestmentS LLP 14,985 380. Ka vin Sevantilal Shah 14,985 112. M eghana Purkayastha 14,985 381. M aya Roy 14,985 113. Na nu Resorts Private Limited 14,985 382. M itesh V 14,985 114. Ni tesh Kumar Pal 14,985 383. Ne elu Bhagat 14,985 426S. Name of allottee Number of S. Name of allottee Number of No. Equity Shares No. Equity Shares 115. Pr eeti Agrawal 14,985 384. Pin ank Naresh Kamdar 14,985 116. Se nsar Ventures LLP 14,985 385. Ri tu Bakshi 14,985 117. Ar jun Vikas 15,984 386. An ushree Sawhney Khosla 15,984 118. Sa tish Kumar Agrawal 15,984 387. De epak Rajaram Sakpal 15,984 119. Ku nal Verma 16,983 388. Tw ishmay Shankar 15,984 120. Sh irish Jain 16,983 389. Sh antanu Mehra 16,983 121. Ka ilash Mohan Rustagi 17,982 390. Ga urav Toshniwal 17,982 122. Aj it Khasnis 19,980 391. Um esh Kumar Dhandhania HUF 17,982 123. Ap urva Jagdish Nanavati 19,980 392. An isha Mehul Nanavati 19,980 124. Be ena Mehrotra 19,980 393. As hley Charles Rebello 19,980 125. Ce g Technoconsult Private Limited 19,980 394. Bh arat Phatak 19,980 126. Im agico India Private Limited 19,980 395. Da rda Solutions LLP 19,980 127. Ni tin Agarwal HUF 19,980 396. Ni ranjan Amritlal Shah 19,980 128. Pr iyanka Agarwal 19,980 397. Nu zhat Mateen Kagdi 19,980 129. 19,980 398. Pr ogressive Consultancy Services Private 19,980 Rakesh Kumar Gupta Limited 130. Sa nosil Biotech Private Limited 19,980 399. Ro nak N Dharnidharka 19,980 131. Sh eela Kothari 19,980 400. Sa thyabama 19,980 132. Su ryatej Advisors LLP 19,980 401. Su dhakar Gande 19,980 133. Vo lrado Venture Partners Fund II 19,980 402. Vi jay Hiralal Shah 19,980 134. Gm b Entertainment LLP 21,978 403. Da rshana Ashok Shah 21,978 135. Su rya Kumar Yadav 21,978 404. Pr anay Goel 21,978 136. 22,977 405. M ackertich Consultancy Services Private 22,977 Nidhi Singhvi Limited 137. Sa loni Sharma 23,976 406. No rtheast Gases Private Limited 23,976 138. Aa yush Sharma 24,975 407. Sh efali Sarohi Shyam 23,976 139. Am rit Thomas 24,975 408. Ak ruti Rahul Savla 24,975 140. Bh avesh Shah 24,975 409. As hish Gulabchand Maru 24,975 141. Br ooke Distributors Private Limited 24,975 410. Bi nita Dharmesh Shah 24,975 142. Ga urav Bhartia 24,975 411. Ch irayush Pravin Vakil 24,975 143. Ha rsh Vardhan Ruia 24,975 412. Gu dhka Hardik Harish 24,975 144. Ka mal Mohua LLP 24,975 413. Ho mi K Bhabha 24,975 145. Ne epa Milan Shah 24,975 414. Ks hama Ronak Dharnidharka 24,975 146. Sa ira Viaan Trading LLP 24,975 415. Ra njan Sharma 24,975 147. Sa ngitaben Gaurangbhai Shah 24,975 416. Sa ngeeta Tanwani 24,975 148. Sa umil Sailesh Mehta 24,975 417. Sa tyam Kumar S Dev 24,975 149. Sh ruti Baid 24,975 418. Sa urin Dinesh Chowdhary 24,975 150. Sw apnil Ajay Mehta 24,975 419. Sid harth Bhandari 24,975 151. Vi jay Khetan 24,975 420. Ve nkanagouda K Patil 24,975 152. Vi ren Vivek Timble 25,974 421. Bl ack Gold Services LLP 25,974 153. 26,973 422. M ehul Vinaykumar Doshi (on behalf of 26,973 Neha Kinjal Pandit Doshi Invest) 154. Ni lesh Chimanlal Parekh 27,972 423. Sa ket Singhania 26,973 155. Vi neet Gautam 28,971 424. Ra khi Parikh 27,972 156. Az eem Adil Zainulbhai 29,970 425. An shul Sudhir Shah 29,970 157. Di am Organic Chemical Ind Private Limited 29,970 426. Bh avesh Haresh Kotwani 29,970 158. M egha Agrawal 29,970 427. Jeh angir Kotwal 29,970 159. Ro bin Rapheal Dsouza 29,970 428. Ri ta Jitendra Shah 29,970 160. Ut pal H Sheth 29,970 429. Ta ranjit Sapra 29,970 161. Aa tam Adarsh Shah 34,965 430. M ata Prasad Chauhan 31,968 162. Sa jiv Chandra 34,965 431. Ra ghav Singhania 34,965 163. Va lue Prolific Consulting Services Private 432. 34,965 Satadru Mitra 34,965 Limited 164. Al ok Gupta 35,964 433. Yo gesh Chaudhary 34,965 165. Ad vanced Realty Private Limited 39,960 434. Ab hishek Kothari 39,960 166. Ca reernet Technologies Private Limited 39,960 435. Ad vik Tecnocommercial Private Limited 39,960 167. Sh raddha Kapoor 39,960 436. M eghna Agarwal 39,960 168. Vi shkul Enterprises Private Ltd 39,960 437. Vi dhi Saumil Mehta 39,960 169. Ks hitija Krishnaswamy 40,959 438. W eikfield Products Corporation LLP 39,960 170. An kit Goell (on behalf of Shri Goel 41,958 439. 40,959 Priya Amal Majmudar Investments) 171. Su neeth Basavareddy Katarki 41,958 440. Sb Opportunities Fund I 41,958 172. Bh awarlal Saremal Kothari (on behalf of 44,955 441. Te jash Vijay Shah 42,957 Aarii Ventures) 427S. Name of allottee Number of S. Name of allottee Number of No. Equity Shares No. Equity Shares 173. Yo shika Gurnani 44,955 442. Jas mine Makkar 44,955 174. An kit Padliya 49,950 443. Aa ryan Jigar Shah 49,950 175. Ia Growth Opportunities Fund II 49,950 444. Ga ekwar Enterprise Private Limited 49,950 176. M adhuri Shankar Dixit Nene 49,950 445. Jai deep Goswami 49,950 177. M anish Lala 49,950 446. M anish Kailash Chhabra 49,950 178. M anu Patni 49,950 447. M anju Gaddhyan 49,950 179. M onsa Traders Private Limited 49,950 448. M illenium Estates Private Limited 49,950 180. Ne ha Bansal 49,950 449. Na lin Jaswantsinh Nanavati 49,950 181. Ra jat Garg 49,950 450. Ni tika Goyal 49,950 182. Ra unak Sanjay Siroya 49,950 451. Ra njit Arun Date 49,950 183. Sa njay Babulal Shah 49,950 452. Ri tesh Kamani (on behalf of R N Fashion) 49,950 184. Sk Tv LLP 49,950 453. Sid dhartha Yog 49,950 185. Um esh Kumar Kamani 49,950 454. Ta ra Sood 49,950 186. Ri tesh Kamani 50,949 455. Pa rikshit Jain 50,949 187. Al vira Atul Agnihotri 52,947 456. Sa gar Chhabra 51,948 188. M anoj Maganlal Mehta (on behalf of M M 52,947 457. Br eithorn Consulting & Technology 52,947 Ceramics And Ferro Alloys) Solutions Private Limited 189. Ka shish Rajeev Jain 54,945 458. An shin Paliwal 54,945 190. Ru shda Rahul Parikh 56,943 459. M anasi Sachin Sachdev 54,945 191. Pr avesh Dhandhania 59,940 460. Pr adeep Dayakishan Goel 59,940 192. 59,940 461. Sa ilesh Gupta (on behalf of Unitech 59,940 Salman Salim Khan Infrastructure Holdings) 193. 62,937 462. Sh ah Rukh Khan (on behalf of Gauri Khan 59,940 Rinku Basu Family Trust) 194. Ni na Pankaj Mehta 63,936 463. Sh aalin Tandon 62,937 195. Ra jiv Pankaj Mehta 63,936 464. Pa nkaj Kirtilal Mehta 63,936 196. Ak ilesh Eswaran 64,935 465. Sh ankar Keshava Vailaya 63,936 197. Ry an Francis EL Khoury 64,935 466. M aple Leaf Trading and Services Limited 64,935 198. Ch amundeswara Nath Vankina 65,934 467. Sa njay Rastogi 64,935 199. Di sket Angmo 69,930 468. At iya Danny Mirwani 69,930 200. Ve loce AIF-Veloce Opportunities Fund 69,930 469. Di vyash Pant 69,930 201. Ra hul N Gidwani 72,927 470. An ish Vasantraj Birawat 71,928 202. Ka maths Ourtimes Icecreams Private 73,926 471. 72,927 Vivek Lath Limited 203. Jin esh Haresh Shah 74,925 472. Sr Asset Advisory Private Limited 73,926 204. Sr Solitaire LLP 78,921 473. Tu shar Patel 75,924 205. Ar pita Khan 83,916 474. Ad arsh Kanubhai Shah 79,920 206. M ukesh K Sawlani 88,911 475. Jy oti Aggrawal 85,914 207. Ro han Manoj Shah 90,909 476. Ne eraj Kumar Srivastava 89,910 208. Bh atkawa Tea Industries Limited 91,908 477. At ul Gupta 91,908 209. Al izeh Atul Agnihotri 99,900 478. M ohib Nomanbhai Khericha 97,902 210. Da nish Kamal Faruqui 99,900 479. Ar yan Agarwal 99,900 211. Ish ira Subandhubhai Parikh (On Behalf On 99,900 480. 99,900 Inder Chand Lunia HUF Cordelia Family Trust) 212. Ra jaram Moreshwar Ajgaonkar 99,900 481. M S R Karthik 99,900 213. So pariwala Exports Private Limited 99,900 482. Sa geOne Investment Managers LLP 99,900 214. Su shil Garg 99,900 483. Su mit Jalan 99,900 215. Pa thmanathan Naidoo 101,898 484. To uchstone Services Private Limited 99,900 216. M ehul Pravinbhai Vaghani 105,894 485. Sa mvidhi Projects LLP 104,895 217. Su khraj Babulalji Nahar (on behalf of Ved 105,894 486. 105,894 Smriti Rajesh Agrawal Investments) 218. Sh eetal Dugar 106,893 487. Ut sav Mitra 105,894 219. Ku nal Jaiprakash Naidu 109,890 488. Fa him Sultan Ali 109,890 220. Iff at Shoheb Kazi 111,888 489. Sa chin Ramesh Tendulkar 109,890 221. Ap urva Narendrakumar Parekh 112,887 490. Su mant Nathani 111,888 222. ZA DTS Partnership LLC 114,885 491. He manth Hegde 114,885 223. Hr ishikesh Bhalchandra Parandekar 119,880 492. Us hma Sheth Sule 117,882 224. Vn eet S Jaain 119,880 493. Sh ikhar Raj (on behalf of S Four Capital) 119,880 225. Ri shi Vasudev 124,875 494. M arie Gold Realtors Private Limited 124,875 226. Icp a Health Products Limited 129,870 495. Kh usboo Agarwal 126,873 227. Ka vish Bagaria 134,865 496. Ri ta Dinesh Javeri 132,867 228. Ha rminder Sahni 139,860 497. Ar pit Bansal 137,862 229. RM G Holdings LLC 139,860 498. Ni ket Agarwal 139,860 230. Vi vek Jhunjhunwala 141,858 499. Sh ounak Deb 139,860 428S. Name of allottee Number of S. Name of allottee Number of No. Equity Shares No. Equity Shares 231. Sy eda Nabeela Moinuddin 147,852 500. Ba ndhan S Dutta 147,852 232. Jay dev Mukund Mody 149,850 501. Vi vek Lodha 148,851 233. Sh alini Tie Up LLP 149,850 502. KP Sanghvi Infrastructures LLP 149,850 234. Ve ga Auto Accessories Private Limited 149,850 503. Sh ivashis Bhutia 149,850 235. An uj Kumar Modi 159,840 504. Ar tek Surfin Chemicals Limited 154,845 236. Ra mrod Advisors LLP 159,840 505. Pa yal Kumari Agarwal 159,840 237. Pr ashanth Ganpathy 164,835 506. Ni shigandha Trading Private Limited 162,837 238. Sh akuntalam Holdings Private Limited 179,820 507. Ka iros Ventures LLP 174,825 239. 199,800 508. Am it Jasani Financial Services Private 199,800 Anurag Neema Limited 240. Ka lpraj Damji Dharamshi 199,800 509. Eu dora Ventures LLP 199,800 241. M inerva Ventures Fund 199,800 510. M V N Sesha Chary 199,800 242. Ni thya Venkataramani 201,798 511. Sa geOne-Flagship Growth OE Fund 199,800 243. 213,786 512. Ch anakya Corporate Services Private 204,795 Arohi Holdings Private Ltd Limited 244. Bh upal Sukumar De 215,784 513. M atrix Clothing Private Limited 214,785 245. M alav Rajen Shah (on behalf of Bnm 221,778 514. 219,780 Kemwell Private Limited Fincorp) 246. Sa tyen Kanoria 224,775 515. Bo dhivriksha Engineers LLP 224,775 247. M avjibhai Shamjibhai Patel 229,770 516. Ch andra Moulisiva Sivapurapu 227,772 248. Ku nj Bihari Agarwal 240,759 517. Pr ahlad Rai Agarwala 237,762 249. CM M Logistics Private Limited 249,750 518. Ri shabh Motani 248,751 250. Ra mesh Hariharan 249,750 519. La nsdowne Investments Private Limited 249,750 251. Ra hul Garg 271,728 520. Sig net Capital Private Limited 255,744 252. 276,723 521. M ilan A Shah (on behalf of Augment 274,725 Sudha Commercial Company Limited Ventures) 253. An antharaman Rajaram 326,673 522. Pr emier Financial Services Private Limited 304,695 254. Ro han Kohli 349,650 523. Am it Chahalia 334,665 255. Inf inite Buildcon Private Limited 414,585 524. To uchstone Venture LLP 408,591 256. De epti Garg 464,535 525. Yu j Kutumb Pte Ltd 449,550 257. Ba jaj Holdings & Investment Limited 499,500 526. Al chemy Long Term Ventures Fund 479,520 258. Lo kendra Tomar 499,500 527. Kr ishnendu Datta 499,500 259. Ni vesh Pandey 499,500 528. M unjal Mavjibhai Lakhani 499,500 260. M rudula Sushilkumar Parekh 538,461 529. Ri jul Jain 501,498 261. 589,410 530. Al chemy Capital Management Private 544,455 Navroz Darius Udwadia Limited 262. 614,385 531. Gr owthseed Regent Private Limited (on 599,400 C Mackertich Private Limited behalf of Astarc Ventures Private Trust) 263. Bi narystar Holdings LLP 799,200 532. Bo dhivriksha Advisors LLP 674,325 264. Va luequest S C A L E Fund 999,000 533. M ukul Mahavir Agrawal 999,000 265. Su rendra Goyal 1,088,910 534. Ne eleshwar Bhatnagar 1,048,950 266. Ra hul Kayan 1,193,805 535. NB Ventures Limited 1,148,850 267. Ra jesh K Soin 1,218,780 536. Jit ender Kumar Bansal 1,208,790 268. Sh een Metals & Finvest Private Limited 1,373,625 537. Sin gularity Growth Opportunities Fund I 1,358,640 269. Ab hishek Agarwal 19,080,900 538. Ab hinav Agarwal 1,588,410 429ANNEXURE A-4 Details of major Shareholders of our Company (a) Set forth below is a list of Shareholders whose shareholding aggregated to at least 80.00% of the total shareholding of our Company, as on the date of this Draft Red Herring Prospectus: S. No. Percentage of the pre-Issue Equity Name of the Shareholder No. of Equity Shares Share capital on a fully diluted basis* (%) 1. Abhishek Agarwal 19,100,000 27.10 2. Volrado Venture Partners Fund II 2,045,000 2.90 3. Abhinav Agarwal 1,588,400 2.25 4. Singularity Growth Opportunities Fund I 1,360,000 1.93 5. Rajesh K Soin 1,220,000 1.73 6. Jitender Kumar Bansal 1,210,000 1.72 7. Sheen Metals & Finvest Private Limited 1,200,465 1.70 8. Rahul Kayan 1,195,000 1.70 9. NB Ventures Limited 1,150,000 1.63 10. Surendra Goyal 1,090,000 1.55 11. Neeleshwar Bhatnagar 1,050,000 1.49 12. Valuequest S C A L E Fund 1,000,000 1.42 13. Mukul Mahavir Agrawal 1,000,000 1.42 14. Binarystar Holdings LLP 800,000 1.14 15. Bodhivriksha Advisors LLP 675,000 0.96 16. C Mackertich Private Limited 615,000 0.87 17. Growthseed Regent Private Limited 600,000 0.85 18. Navroz Darius Udwadia 590,000 0.84 19. Alchemy Capital Management Private Limited 545,000 0.77 20. Mrudula Sushilkumar Parekh 539,000 0.76 21. Rijul Jain 502,000 0.71 22. Bajaj Holdings & Investment Limited 500,000 0.71 23. Lokendra Tomar 500,000 0.71 24. Munjal Mavjibhai Lakhani 500,000 0.71 25. Krishnendu Datta 500,000 0.71 26. Nivesh Pandey 499,500 0.71 27. Alchemy Long Term Ventures Fund 480,000 0.68 28. Deepti Garg 465,000 0.66 29. Yuj Kutumb Pte Ltd 450,000 0.64 30. Infinite Buildcon Private Limited 415,000 0.59 31. Touchstone Venture LLP 409,000 0.58 32. Rohan Kohli 350,000 0.50 33. Amit Chahalia 334,650 0.47 34. Anantharaman Rajaram 327,000 0.46 35. Premier Financial Services Private Limited 305,000 0.43 36. Milan A Shah 275,000 0.39 37. Rahul Garg 272,000 0.39 38. Signet Capital Private Limited 256,000 0.36 39. CMM Logistics Private Limited 250,000 0.35 40. Lansdowne Investments Private Limited 250,000 0.35 41. Ramesh Hariharan 250,000 0.35 42. Rishabh Motani 249,000 0.35 43. Kunj Bihari Agarwal 241,000 0.34 44. Prahlad Rai Agarwala 238,000 0.34 45. Sudha Commercial Company Limited 237,000 0.34 46. Mavjibhai Shamjibhai Patel 230,000 0.33 47. Chandra Moulisiva Sivapurapu 228,000 0.32 48. Bodhivriksha Engineers LLP 225,000 0.32 430S. No. Percentage of the pre-Issue Equity Name of the Shareholder No. of Equity Shares Share capital on a fully diluted basis* (%) 49. Satyen Kanoria 225,000 0.32 50. Malav Rajen Shah 222,000 0.32 51. Kemwell Private Limited 220,000 0.31 52. Bhupal Sukumar De 216,000 0.31 53. Matrix Clothing Private Limited 215,000 0.31 54. Arohi Holdings Private Limited 214,000 0.30 55. Chanakya Corporate Services Private Limited 205,000 0.29 56. Nithya Venkataramani 202,000 0.29 57. Amit Jasani Financial Services Private Limited 200,000 0.28 58. Kalpraj Damji Dharamshi 200,000 0.28 59. Eudora Ventures LLP 200,000 0.28 60. Minerva Ventures Fund 200,000 0.28 61. Sageone-Flagship Growth OE Fund 200,000 0.28 62. M V N Sesha Chary 200,000 0.28 63. Anurag Neema 200,000 0.28 64. Shakuntalam Holdings Private Limited 180,000 0.26 65. Kairos Ventures LLP 175,000 0.25 66. Prashanth Ganapathy 165,000 0.23 67. Nishigandha Trading Private Limited 163,000 0.23 68. Ramrod Advisors LLP 160,000 0.23 69. Payal Kumari Agarwal 160,000 0.23 70. Anuj Kumar Modi 160,000 0.23 71. Artek Surfin Chemicals Limited 155,000 0.22 72. Vega Auto Accessories Private Limited 150,000 0.21 73. Kp Sanghvi Infrastructures LLP 150,000 0.21 74. Shalini Tie Up LLP 150,000 0.21 75. Jaydev Mukund Mody 150,000 0.21 76. Shivashis Bhutia 150,000 0.21 77. Vivek Lodha 149,000 0.21 78. Bandhan S Dutta 148,000 0.21 79. Syeda Nabeela Moinuddin 148,000 0.21 80. Vivek Jhunjhunwala 142,000 0.20 81. RMG Holdings LLC 140,000 0.20 82. Harminder Sahni 140,000 0.20 83. Shounak Deb 140,000 0.20 84. Niket Agarwal 139,850 0.20 85. Arpit Bansal 138,000 0.20 86. Kavish Bagaria 135,000 0.19 87. Rita Dinesh Javeri 133,000 0.19 88. Icpa Health Products Limited 130,000 0.18 89. Khusboo Agarwal 127,000 0.18 90. Marie Gold Realtors Private Limited 125,000 0.18 91. Rishi Vasudev 125,000 0.18 92. Vneet S Jaain 120,000 0.17 93. Hrishikesh B Parandekar 120,000 0.17 94. Shikhar Raj 120,000 0.17 95. Ushma Sheth Sule 118,000 0.17 96. Hemanth Hegde 115,000 0.16 97. ZADTS Partnership LLC** 115,000 0.16 98. Apurva Narendrakumar Parekh 113,000 0.16 Note: Based on the BENPOS dated September 19, 2025. * Assuming the issuance of Equity Shares resulting upon exercise of vested options under ESOP 2024, calculated as on the date of this Draft Red Herring Prospectus. ** Considering that the underlying convertible securities were held by ZADTS Partnership LLC in physical form, 115 Equity Shares allotted pursuant to conversion of these securities and 114,885 Equity Shares allotted to them pursuant to the bonus issuance undertaken by our Company on August 30, 2025, were transferred to an escrow account operated by our Company. As ZADTS Partnership LLC does not have a demat account, the Equity Shares continue to be held in the said escrow account, and the holder name is reflected as ‘Purple Style Labs Limited’ in the BENPOS dated September 19, 2025. 431(b) Set forth below is a list of Shareholders whose shareholding aggregated to at least 80.00% of the total shareholding of our Company, as of ten days prior to the date of this Draft Red Herring Prospectus: S. No. Percentage of the pre-Issue Equity Name of the Shareholder No. of Equity Shares Share capital on a fully diluted basis* (%) 1. Abhishek Agarwal 19,100,000 27.10 2. Volrado Venture Partners Fund II 2,045,000 2.90 3. Abhinav Agarwal 1,588,400 2.25 4. Sheen Metals & Finvest Private Limited 1,375,000 1.95 5. Singularity Growth Opportunities Fund I 1,360,000 1.93 6. Rajesh K Soin 1,220,000 1.73 7. Jitender Kumar Bansal 1,210,000 1.72 8. Rahul Kayan 1,195,000 1.70 9. NB Ventures Limited 1,150,000 1.63 10. Surendra Goyal 1,090,000 1.55 11. Neeleshwar Bhatnagar 1,050,000 1.49 12. Mukul Mahavir Agrawal 1,000,000 1.42 13. Valuequest S C A L E Fund 1,000,000 1.42 14. Binarystar Holdings LLP 800,000 1.14 15. Bodhivriksha Advisors LLP 675,000 0.96 16. C Mackertich Private Limited 615,000 0.87 17. Growthseed Regent Private Limited 600,000 0.85 18. Navroz Darius Udwadia 590,000 0.84 19. Alchemy Capital Management Private Limited 545,000 0.77 20. Mrudula Sushilkumar Parekh 539,000 0.76 21. Rijul Jain 502,000 0.71 22. Bajaj Holdings & Investment Limited 500,000 0.71 23. Krishnendu Datta 500,000 0.71 24. Lokendra Tomar 500,000 0.71 25. Munjal Mavjibhai Lakhani 500,000 0.71 26. Nivesh Pandey 499,500 0.71 27. Alchemy Long Term Ventures Fund 480,000 0.68 28. Deepti Garg 465,000 0.66 29. Yuj Kutumb Pte Ltd 450,000 0.64 30. Infinite Buildcon Private Limited 415,000 0.59 31. Touchstone Venture LLP 409,000 0.58 32. Rohan Kohli 350,000 0.50 33. Amit Chahalia 334,650 0.47 34. Anantharaman Rajaram 327,000 0.46 35. Premier Financial Services Private Limited 305,000 0.43 36. Milan A Shah 275,000 0.39 37. Rahul Garg 272,000 0.39 38. Signet Capital Private Limited 256,000 0.36 39. CMM Logistics Private Limited 250,000 0.35 40. Lansdowne Investments Private Limited 250,000 0.35 41. Ramesh Hariharan 250,000 0.35 42. Rishabh Motani 249,000 0.35 43. Kunj Bihari Agarwal 241,000 0.34 44. Prahlad Rai Agarwala 238,000 0.34 45. Sudha Commercial Company Limited 237,000 0.34 46. Mavjibhai Shamjibhai Patel 230,000 0.33 47. Chandra Moulisiva Sivapurapu 228,000 0.32 48. Bodhivriksha Engineers LLP 225,000 0.32 49. Satyen Kanoria 225,000 0.32 50. Malav Rajen Shah 222,000 0.32 51. Kemwell Private Limited 220,000 0.31 432S. No. Percentage of the pre-Issue Equity Name of the Shareholder No. of Equity Shares Share capital on a fully diluted basis* (%) 52. Bhupal Sukumar De 216,000 0.31 53. Matrix Clothing Private Limited 215,000 0.31 54. Arohi Holdings Private Ltd 214,000 0.30 55. Chanakya Corporate Services Private Limited 205,000 0.29 56. Nithya Venkataramani 202,000 0.29 57. Amit Jasani Financial Services Private Limited 200,000 0.28 58. Anurag Neema 200,000 0.28 59. Eudora Ventures LLP 200,000 0.28 60. Kalpraj Damji Dharamshi 200,000 0.28 61. M V N Sesha Chary 200,000 0.28 62. Minerva Ventures Fund 200,000 0.28 63. SageOne-Flagship Growth OE Fund 200,000 0.28 64. Shakuntalam Holdings Private Limited 180,000 0.26 65. Kairos Ventures LLP 175,000 0.25 66. Prashanth Ganapathy 165,000 0.23 67. Nishigandha Trading Pvt Ltd 163,000 0.23 68. Anuj Kumar Modi 160,000 0.23 69. Payal Kumari Agarwal 160,000 0.23 70. Ramrod Advisors LLP 160,000 0.23 71. Artek Surfin Chemicals Limited 155,000 0.22 72. Jaydev Mukund Mody 150,000 0.21 73. KP Sanghvi Infrastructures LLP 150,000 0.21 74. Shalini Tie Up LLP 150,000 0.21 75. Shivashis Bhutia 150,000 0.21 76. Vega Auto Accessories Private Limited 150,000 0.21 77. Vivek Lodha 149,000 0.21 78. Bandhan S Dutta 148,000 0.21 79. Syeda Nabeela Moinuddin 148,000 0.21 80. Vivek Jhunjhunwala 142,000 0.20 81. Harminder Sahni 140,000 0.20 82. RMG Holdings LLC 140,000 0.20 83. Shounak Deb 140,000 0.20 84. Niket Agarwal 139,850 0.20 85. Arpit Bansal 138,000 0.20 86. Kavish Bagaria 135,000 0.19 87. Rita Dinesh Javeri 133,000 0.19 88. Icpa Health Products Limited 130,000 0.18 89. Khusboo Agarwal 127,000 0.18 90. Marie Gold Realtors Private Limited 125,000 0.18 91. Rishi Vasudev 125,000 0.18 92. Hrishikesh B Parandekar 120,000 0.17 93. Shikhar Raj 120,000 0.17 94. Vneet S Jaain 120,000 0.17 95. Ushma Sheth Sule 118,000 0.17 96. Hemanth Hegde 115,000 0.16 97. ZADTS Partnership LLC** 115,000 0.16 Note: Based on the BENPOS dated September 12, 2025. The beneficiary position does not correctly reflect allotment of 2,025,000 Equity Shares allotted to Volrado Venture Partners Fund II on September 8, 2025, pursuant to conversion of 2,025 compulsorily convertible Preference Shares, due to pending corporate actions in relation to credit of Equity Shares. * Assuming the issuance of Equity Shares resulting upon exercise of vested options under ESOP 2024, calculated as on September 12, 2025. ** Considering that the underlying convertible securities were held by ZADTS Partnership LLC in physical form, 115 Equity Shares allotted pursuant to conversion of these securities and 114,885 Equity Shares allotted to them pursuant to the bonus issuance undertaken by our Company on August 30, 2025, were transferred to an escrow account operated by our Company. As ZADTS Partnership LLC does not have a demat account, the Equity Shares continue to be held in the said escrow account, and the holder name is reflected as ‘Purple Style Labs Limited’ in the BENPOS dated September 12, 2025. 433(c) Set forth below is a list of Shareholders whose shareholding aggregated to at least 80.00% of the total shareholding of our Company, as of one year prior to the date of this Draft Red Herring Prospectus: S. Percentage of the pre- No. Number of Equity Number of convertible Issue Equity Share Name of the Shareholder Shares securities capital on a fully diluted basis (%) 1. Abhishek Agarwal 20,528 - 31.32 2. Jitender Kumar Bansal 10 2,400 3.68 3. Volrado Venture Partners Fund II 20 2,025 3.12 4. Abhinav Agarwal 1,950 - 2.97 5. Mukul Mahavir Agrawal 1,490 10 2.29 6. Singularity Growth Opportunities Fund I 790 570 2.07 7. Rajesh K Soin 35 1,185 1.86 8. Rahul Kayan 15 1,180 1.82 9. NB Ventures Limited - 1,150 1.75 10. Neeleshwar Bhatnagar 20 1,030 1.60 11. Valuequest S C A L E Fund 1,000 - 1.53 12. Bodhivriksha Advisors LLP - 905 1.38 13. Touchstone Venture LLP 500 305 1.23 14. Surendra Goyal 55 715 1.17 15. Growthseed Regent Private Limited - 760 1.16 16. Nivesh Pandey 755 - 1.15 17. AL Trust 560 140 1.07 18. Navroz Darius Udwadia - 590 0.90 19. Krishnendu Datta - 580 0.88 20. Rijul Jain 2 500 0.77 21. Bajaj Holdings & Investment Limited - 500 0.76 22. Lokendra Tomar - 500 0.76 23. C Mackertich Private Limited 50 430 0.73 24. Deepti Garg - 465 0.71 25. Amit Chahalia 450 - 0.69 26. Yuj Kutumb Pte Ltd - 450 0.69 27. Rohan Kohli 400 - 0.61 28. Rahul Garg 5 380 0.59 29. Syeda Nabeela Moinuddin 152 196 0.53 30. Anantharaman Rajaram 202 125 0.50 31. Premier Financial Services Private Limited 143 162 0.47 32. Mrudula Sushilkumar Parekh 144 150 0.45 33. Malav Rajen Shah 2 285 0.44 34. Niket Agarwal 285 - 0.43 35. Amit Jasani Financial Services Private Limited - 275 0.42 36. Milan A Shah 3 272 0.42 37. Signet Capital Private Limited - 256 0.39 38. Anurag Neema 250 - 0.38 39. CMM Logistics Private Limited - 250 0.38 40. Kunj Bihari Agarwal 3 238 0.37 41. Ghanshyam Prasad Agarwal - 238 0.36 42. Prahlad Rai Agarwala - 238 0.36 43. Artek Surfin Chemicals Limited - 235 0.36 44. Lansdowne Investments Private Limited - 230 0.35 45. Mavjibhai Shamjibhai Patel 10 220 0.35 46. Rishabh Motani 202 27 0.35 47. Chandra Moulisiva Sivapurapu 102 126 0.35 48. Kemwell Pvt Ltd 220 - 0.34 49. Bhupal Sukumar De - 216 0.33 50. Arohi Holdings Private Ltd 113 101 0.33 434S. Percentage of the pre- No. Number of Equity Number of convertible Issue Equity Share Name of the Shareholder Shares securities capital on a fully diluted basis (%) 51. Payal Kumari Agarwal 100 110 0.32 52. Chanakya Corporate Services Private Limited 5 200 0.31 53. Aadhrika Realtors LLP 3 200 0.31 54. Nithya Venkataramani 2 200 0.31 55. Ananya Goyal 200 - 0.31 56. Eudora Ventures LLP - 200 0.31 57. Kalpraj Damji Dharamshi - 200 0.31 Note: Based on the BENPOS dated September 20, 2024. * Assuming the issuance of Equity Shares resulting upon conversion of outstanding compulsorily convertible Preference Shares and Class 1 CCPS, calculated as on September 20, 2024. (d) Set forth below is a list of Shareholders whose shareholding aggregated to at least 80.00% of the total shareholding of our Company, as of two years prior to the date of this Draft Red Herring Prospectus: S. No. Percentage of the pre- Number of Equity Number of convertible Issue Equity Share Name of the Shareholder Shares securities capital on a fully diluted basis (%) 1. Abhishek Agarwal 20,682 156 31.98 2. Jitender Kumar Bansal - 2,400 3.68 3. Abhinav Agarwal 2,005 85 3.21 4. Mukul Mahavir Agrawal - 2,010 3.08 5. Volrado Venture Partners Fund II - 2,000 3.07 6. Singularity Growth Opportunities Fund I 700 500 1.84 7. Rajesh K Soin - 1,185 1.82 8. NB Ventures Limited - 1,150 1.77 9. Growthseed Regent Private Limited - 1,070 1.64 10. Touchstone Venture LLP 230 770 1.53 11. Valuequest S C A L E Fund 1,000 - 1.53 12. Nivesh Pandey 900 35 1.44 13. Rahul Kayan - 930 1.43 14. Bodhivriksha Advisors LLP - 905 1.39 15. Neeleshwar Bhatnagar - 850 1.30 16. Surendra Goyal 50 715 1.17 17. Vistra ITCL (India) Limited in its capacity as the - 700 1.07 trustee for AL Trust 18. Krishnendu Datta - 570 0.87 19. Navroz Darius Udwadia - 550 0.84 20. Lokendra Tomar - 500 0.77 21. Amit Chahalia 450 30 0.74 22. Sudha Commercial Company Limited 150 325 0.73 23. Deepti Garg - 465 0.71 24. Rohan Kohli 230 230 0.71 25. Rijul Jain - 450 0.69 26. Yuj Kutumb Pte Ltd - 450 0.69 27. Mrudula Sushilkumar Parekh 200 225 0.65 28. C Mackertich Private Limited 15 395 0.63 29. Syeda Nabeela Moinuddin 152 196 0.53 30. Rahul Garg - 330 0.51 31. Anantharaman Rajaram 202 125 0.50 32. Niket Agarwal 300 20 0.49 33. Premier Financial Services Private Limited 138 162 0.46 34. Malav Rajen Shah - 285 0.44 35. Amit Jasani Financial Services Private Limited - 275 0.42 36. Payal Kumari Agarwal 50 225 0.42 37. Augment Ventures - 272 0.42 38. Vivek Lodha 144 125 0.41 39. Signet Capital Private Limited - 256 0.39 40. Anurag Neema 250 - 0.38 41. CMM Logistics Private Limited - 250 0.38 435S. No. Percentage of the pre- Number of Equity Number of convertible Issue Equity Share Name of the Shareholder Shares securities capital on a fully diluted basis (%) 42. Ghanshyam Prasad Agarwal - 238 0.37 43. Kunj Bihari Agarwal - 238 0.37 44. Prahlad Rai Agarwala - 238 0.37 45. Artek Surfin Chemicals Limited - 235 0.36 46. Lansdowne Investments Private Limited - 230 0.35 47. Chandra Moulisiva Sivapurapu 102 126 0.35 48. Mavjibhai Shamjibhai Patel - 220 0.34 49. Bhupal Sukumar De - 216 0.33 50. Shwetambra Investment and Trading Private - 210 0.32 Limited 51. Rishabh Motani 201 - 0.31 Note: Based on the BENPOS dated September 22, 2023. * Assuming the issuance of Equity Shares resulting upon conversion of outstanding compulsorily convertible Preference Shares and Class 1 CCPS, calculated as on September 22, 2023. 436