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PROSPECTUS
Dated: September 12, 2025
Please read Section 32 of the Companies Act, 2013
100% Book Built Issue
(Please scan this QR Code to view this Prospectus)
SHRINGAR HOUSE OF MANGALSUTRA LIMITED
CORPORATE IDENTITY NUMBER: U36911MH2009PLC189306
REGISTERED OFFICE CORPORATE CONTACT E-MAIL ID AND WEBSITE
OFFICE PERSON TELEPHONE
Unit No. B-1, Lower Ground - Rachit S Sinha, Telephone: +91 90044 www.shringar.ms
Floor, Jewel World (Cotton Company Secretary 29107
Exch Bldg), 175, Kalbadevi and Compliance E-mail Id: cs@shringar.ms
Rd, Bhuleshwar, Mumbai – Officer
400 002, Maharashtra, India.
OUR PROMOTERS: CHETAN N THADESHWAR, MAMTA C THADESHWAR, VIRAJ C THADESHWAR AND
BALRAJ C THADESHWAR
DETAILS OF THE ISSUE TO THE PUBLIC
TYPE FRESH OFFER FOR TOTAL ELIGIBILITY
ISSUE SALE ISSUE SIZE*
Up to Not applicable Up to The Issue was made pursuant to Regulation 6(1) of the
24,300,000 24,300,000 Securities and Exchange Board of India (Issue of Capital
Equity Equity Shares of and Disclosure Requirements) Regulations, 2018, as
Shares of face value ₹ 10 amended (“SEBI ICDR Regulations”). For further
face value ₹ each details, see “Other Regulatory and Statutory Disclosures
Fresh Issue
10 each aggregating up – Eligibility for the Issue” on page 338. For details in
aggregating to ₹ 4,009.20 relation to the share reservation among QIBs, NIBs,
up to ₹ million RIBs and Eligible Employees see “Issue Structure” on
4,009.20 page 357.
million
*Subject to finalization of Basis of Allotment
DETAILS OF THE OFFER FOR SALE
Name of Selling Shareholder Category of Number of Equity Shares Weighted Average cost of
shareholder offered / amount (in million) acquisition (in ₹ per Equity
Share)
Not applicable
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face
value of the Equity Shares is ₹ 10 each. The Issue Price, Floor Price and Cap Price as determined by our Company, in consultation
with the Book Running Lead Manager (“BRLM”) and on the basis of the assessment of market demand for the Equity Shares by
way of Book Building Process as stated in “Basis for Issue Price” on page 119 should not be considered to be indicative of the
market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained
trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue
unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before
taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our
Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by
the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this
Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 33.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all
information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained
in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a
whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the
Stock Exchanges being BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE, and together with the BSE,
the “Stock Exchanges”). For the purposes of the Issue, the Designated Stock Exchange shall be NSE.
BOOK RUNNING LEAD MANAGERLogo Name Contact Person Telephone E-mail Id
Choice Capital Nimisha +91 22 6707 shoml.ipo@choiceindia.com
Advisors Joshi/Anuj Killa 9999/7919
Private
Limited
REGISTRAR TO THE ISSUE
Logo Name Contact Person Telephone E-mail Id
MUFG Intime Shanti +91 81081 14949 shrinagarhouse.ipo@in.mpms.
India Private Gopalkrishnan mufg.com
Limited
(Formerly Link
Intime Private
Limited)
BID/ ISSUE PERIOD
Tuesday, Wednesday, Friday,
ANCHOR INVESTOR BID/ BID/ ISSUE BID/ ISSUE
September 09, September 10, September 12,
ISSUE PERIOD OPENED ON CLOSED ON#
2025 2025 2025
#UPI mandate end time and date was at 5:00 pm on the Bid/Issue Closing Date.PROSPECTUS
Dated: September 12, 2025
Please read Section 32 of the Companies Act, 2013
100% Book Built Issue
SHRINGAR HOUSE OF MANGALSUTRA LIMITED
Our Company was originally incorporated as ‘Shringar House of Mangalsutra Private Limited’, a private limited company under the erstwhile Companies Act, 1956 at Mumbai, Maharashtra, pursuant to a certificate of
incorporation dated January 02, 2009, issued by the Registrar of Companies, Maharashtra at Mumbai (“RoC”). Thereafter, our Company was converted into a public limited company pursuant to a special resolution passed
by our Shareholders as on November 30, 2024 and consequently, the name of our Company was changed to ‘Shringar House of Mangalsutra Limited’. A fresh certificate of change of name, consequent upon conversion to
a public limited company was issued by registrar of companies, central processing centre, Manesar, Haryana on December 11, 2024. For details of change in the name and registered office of our Company, see “History
and Certain Corporate Matters” on page 207.
Registered Office: Unit No. B-1, Lower Ground Floor, Jewel World (Cotton Exch Bldg), 175, Kalbadevi Rd, Bhuleshwar, Mumbai – 400 002, Maharashtra, India; Telephone: +91 90044 29107;
Contact Person: Rachit S Sinha, Company Secretary and Compliance Officer; E-mail: cs@shringar.ms
Website www.shringar.ms; Corporate Identity Number: U36911MH2009PLC189306
OUR PROMOTERS: CHETAN N THADESHWAR, MAMTA C THAD ESHWAR, VIRAJ C THADESHWAR AND BALRAJ C THADESHWAR
INITIAL PUBLIC OFFERING OF UP TO 24,300,000* EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF SHRINGAR HOUSE OF MANGALSUTRA LIMITED (“OUR
COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ₹ 165 PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 155 PER EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UP TO ₹
4,009.20 MILLION (“ISSUE”). THE ISSUE COMPRISES A FRESH ISSUE OF UP TO 24,300,000* EQUITY SHARES AGGREGATING UP TO ₹ 4,009.20 MILLION (“FRESH ISSUE”). THE ISSUE
CONSTITUTES 25.20 % OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THIS ISSUE INCLUDED A RESERVATION OF UP TO 20,000* EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹ 3.00 MILLION (CONSTITUTING UP TO 0.02% OF
THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL) FOR PURCHASE BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE
RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE CONSTITUTED 25.20% AND 25.18%, RESPECTIVELY, OF OUR POST-
ISSUE PAID-UP EQUITY SHARE CAPITAL. OUR COMPANY, IN CONSULTATION WITH THE BRLM, OFFERED A DISCOUNT OF UP TO 9.09% (EQUIVALENT TO ₹15 PER EQUITY SHARE)
TO THE ISSUE PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”).
THE FACE VALUE OF EQUITY SHARES IS ₹ 10 EACH. THE ISSUE PRICE IS 16.5 TIMES THE VALUE OF THE EQUITY SHARES.
*Subject to finalization of Basis of Allotment
The Issue was made through the Book Building process in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations.
The Issue was made through the Book Building Process, in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Issue was made available for allocation on a proportionate
basis to Qualified Institutional Buyers (the “QIBs” and such portion, “QIB Portion”), provided that our Company, in consultation with the BRLM, allocated up to 60% of the QIB Category to Anchor Investors, on a
discretionary basis in accordance with SEBI ICDR Regulations (the “Anchor Investor Portion”). One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids having been
received from domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity
Shares were added to the QIB Portion (other than Anchor Investor Portion) (“Net QIB Portion”). Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, and
the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids been received at or above the Issue Price.
However, if the aggregate demand from Mutual Funds was less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion were added to the remaining Net QIB Portion
for proportionate allocation to QIBs. Further, (a) not less than 15% of the Net Issue was made available for allocation to Non-Institutional Bidders (out of which one third was reserved for Bidders with Bids exceeding ₹
2,00,000 and up to ₹ 10,00,000 and two-thirds was reserved for Bidders with Bids exceeding ₹ 10,00,000) and (b) not less than 35% of the Net Issue was made available for allocation to Retail Individual Bidders (“RIBs”)
in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Issue Price. Further, Equity Shares were allocated on a proportionate basis to Eligible Employees
applying under the Employee Reservation Portion, subject to valid Bids having been received from them at or above the Issue Price. All potential Bidders, other than Anchor Investors, were mandatorily required to
participate in the Issue through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account (as defined hereinafter) and UPI ID in case of UPI Bidders (defined
hereinafter), which were blocked by the Self Certified Syndicate Banks (“SCSBs”) or the Sponsor Bank(s), as the case may be, to the extent of their respective Bid Amounts. Anchor Investors were not permitted to
participate in the Anchor Investor Portion through the ASBA process. For further details, please see “Issue Procedure” on page 363.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10. The Issue Price, Floor Price and Cap Price determined
by our Company in consultation with the BRLM and on the basis of the assessment of market demand for the Equity Shares by way of Book Building Process as stated in “Basis for Issue Price” on page 119 should not
be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price
at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to
read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved.
The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus.
Specific attention of the investors is invited to “Risk Factors” on page 33.
OUR COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the
Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that
there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing
of the Equity Shares pursuant to their letters, each dated April 30, 2025. For the purposes of the Issue, the Designated Stock Exchange shall be NSE. A copy of the Red Herring Prospectus was filled and this Prospectus
has been filed with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus
until the Bid/ Issue Closing Date, please see “Material Contracts and Documents for Inspection” on page 423.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE
Choice Capital Advisors Private Limited MUFG Intime India Private Limited (Formerly Link Intime Private Limited)
Sunil Patodia Tower C-101, 1st Floor, Embassy, 247,
Plot No. 156-158, JB Nagar L.B.S. Marg, Vikhroli (West)
Andheri (East), Mumbai – 400 099 Mumbai – 400 083
Maharashtra, India Maharashtra, India
Tel: +91 22 6707 9999/7919 Telephone: +91 81081 14949
E-mail: shoml.ipo@choiceindia.com E-mail: shrinagarhouse.ipo@in.mpms.mufg.com
Website: www.choiceindia.com/merchant-investment-banking Investor grievance e-mail: shrinagarhouse.ipo@in.mpms.mufg.com
Investor grievance e-mail: investorgrievances_advisors@choiceindia.com Website: www.in.mpms.mufg.com
Contact Person: Nimisha Joshi/Anuj Killa Contact Person: Shanti Gopalkrishnan
SEBI Registration No. INM000011872 SEBI Registration No.: INR000004058
BID/ ISSUE PROGRAMME
BID / ISSUE OPENED ON Wednesday, September 10, 2025*
BID / ISSUE CLOSED ON# Friday, September 12, 2025**
#UPI mandate end time and date was at 5:00 pm on the Bid/Issue Closing Date.CONTENTS
SECTION I: GENERAL ...................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS .......................................................................................................... 1
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
AND CURRENCY OF PRESENTATION ....................................................................................................... 18
FORWARD-LOOKING STATEMENTS ........................................................................................................ 22
SUMMARY OF THE OFFER DOCUMENT .................................................................................................. 24
SECTION II: RISK FACTORS ........................................................................................................................ 33
SECTION III: INTRODUCTION .................................................................................................................... 77
THE ISSUE ......................................................................................................................................................... 77
SUMMARY OF FINANCIAL INFORMATION ............................................................................................ 79
GENERAL INFORMATION ............................................................................................................................ 86
CAPITAL STRUCTURE ................................................................................................................................... 94
OBJECTS OF THE ISSUE.............................................................................................................................. 108
BASIS FOR ISSUE PRICE ............................................................................................................................. 119
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................ 128
SECTION IV: ABOUT THE COMPANY ..................................................................................................... 134
INDUSTRY OVERVIEW ................................................................................................................................ 134
OUR BUSINESS ............................................................................................................................................... 172
KEY REGULATIONS AND POLICIES ....................................................................................................... 198
HISTORY AND CERTAIN CORPORATE MATTERS .............................................................................. 207
OUR MANAGEMENT .................................................................................................................................... 211
OUR PROMOTERS AND PROMOTER GROUP ....................................................................................... 231
OUR GROUP COMPANIES ........................................................................................................................... 236
DIVIDEND POLICY ....................................................................................................................................... 237
SECTION V: FINANCIAL INFORMATION ............................................................................................... 238
RESTATED FINANCIAL INFORMATION................................................................................................. 238
OTHER FINANCIAL INFORMATION ........................................................................................................ 291
CAPITALISATION STATEMENT ............................................................................................................... 292
FINANCIAL INDEBTEDNESS ...................................................................................................................... 293
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
OPERATIONS .................................................................................................................................................. 300
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................. 329
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................. 329
GOVERNMENT AND OTHER APPROVALS ............................................................................................ 334
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................ 338
SECTION VII: ISSUE RELATED INFORMATION ................................................................................... 350
TERMS OF THE ISSUE ................................................................................................................................. 350
ISSUE STRUCTURE ....................................................................................................................................... 357
ISSUE PROCEDURE ...................................................................................................................................... 363
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ........................................... 388
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION ................................................................................................................................................ 389
SECTION IX: OTHER INFORMATION ..................................................................................................... 423
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................... 423
DECLARATION .............................................................................................................................................. 425SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislation,
act, regulation, rules, guidelines, circular, notification, direction, clarification or policy shall be to such
legislation, act, regulation, rules, guidelines, circular, notification, direction, clarification or policy as amended,
supplemented or re-enacted from time to time, and any reference to a statutory provision shall include any
subordinate legislation made from time to time under that provision.
The words and expressions used in this Prospectus but not defined herein shall have, to the extent applicable, the
same meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, the
Depositories Act and the rules and regulations made thereunder. Further, Issue related terms used but not defined
in this Prospectus shall have the meaning ascribed to such terms under the General Information Document.
Notwithstanding the foregoing, the terms used in “Industry Overview”, “Our Business”, “Key Regulations and
Policies”, “Statement of Special Tax Benefits”, “Financial Information”, “Objects of the Issue” ,“Basis for Issue
Price”, “History and Certain Corporate Matters”, “Outstanding Litigation and Material Developments”,
“Restated Financial Information” and “Description of Equity Shares and Terms of the Articles of Association”
on pages 134, 172, 198, 128, 238, 108, 119, 207, 329, 238 and 389, respectively, shall have the meaning ascribed
to them in the relevant section.
General terms
Term Description
Our Company/ the Company/ Shringar House of Mangalsutra Limited, a public limited company
Issuer/ Issuer Company/ Shringar incorporated under the Companies Act, 1956 and having its Registered
House of Mangalsutra/ SHOML Office located at Unit No. B-1, Lower Ground Floor, Jewel World
(Cotton Exch Bldg), 175, Kalbadevi Rd, Bhuleshwar, Mumbai 400 002,
Maharashtra, India.
We/ us/ our Unless the context otherwise indicates or implies, refers to our Company
Company related terms
Term Description
AoA/ Articles of Association/ The articles of association of our Company, as amended
Articles
Audit Committee The audit committee of our Board, constituted in accordance with the
applicable provisions of the Companies Act, 2013 and the SEBI Listing
Regulations, and as described in “Our Management – Committees of our
Board” on page 220.
Auditors/ Statutory Auditors The statutory auditors of our Company, currently being, M/s T R Chadha
& Co LLP, Chartered Accountants
Board/ Board of Directors The Board of directors of our Company, as described in “Our
Management”, on page 211
CARE CARE Analytics and Advisory Private Limited, appointed by us on July
03, 2024.
CareEdge Report The industry report titled ‘Industry Research Report on Indian Gems and
Jewellery Sector’ dated December 04, 2024 prepared and issued by
CARE exclusively commissioned and paid for by us in connection with
the Issue and is available on our Company’s website at www.shringar.ms
Chairman & Managing Director The Chairman & Managing Director of our Company, being Chetan N
Thadeshwar. For further details, please see “Our Management – Board of
Directors” on page 211.
Chief Financial Officer/ CFO Chief Financial Officer of our Company, being Ritesh Ashokkumar
Doshi. For further details, please see “Our Management – Key
Managerial Personnel” on page 228.
Company Secretary and Company Secretary and Compliance Officer of our Company, being
Compliance Officer Rachit S Sinha. For further details, please see “Our Management – Key
1Term Description
Managerial Personnel” on page 228.
CSR Committee/ Corporate Social Corporate social responsibility committee of our Board, constituted in
Responsibility Committee accordance with the applicable provisions of the Companies Act, 2013,
and as described in “Our Management – Committees of our Board” on
page 220
Director(s) Directors on our Board as described in “Our Management”, on page 211
Equity Shares The equity shares of our Company of face value of ₹10 each.
Executive Director(s) The executive director(s) of our Company namely Chetan N Thadeshwar,
Viraj C Thadeshwar and Balraj C Thadeshwar. For further details of our
Executive Director(s), see “Our Management”, on page 211
Independent Director(s) The non-executive independent directors on our Board, and who are
eligible to be appointed as independent directors under the provisions of
the Companies Act and the SEBI Listing Regulations. For details of the
Independent Directors, please see “Our Management-Board of
Directors” on page 211
Independent Chartered J F Jain & Co., Charterted Accountants
Accountants/ ICA
IPO Committee IPO committee of the Board of Directors, constituted pursuant to the
resolution adopted by our Board on December 31, 2024 to facilitate the
process of the Issue
KMP/ Key Managerial Personnel Key managerial personnel of our Company in accordance with
Regulation 2(1)(bb) of the SEBI ICDR Regulations and Section 2(51) of
the Companies Act, 2013 as applicable and as further disclosed in “Our
Management-Key Managerial Personnel” on page 228
Manufacturing Facility The manufacturing facility of the company located at A-1, 3rd Floor, Todi
Estate, Sun Mill Compound, Senapati Bapat Marg, Lower Parel, Mumbai
– 400013, Maharashtra, India
Materiality Policy The policy adopted by our Board in its meeting held on August 12, 2025,
for identification of material: (a) outstanding litigation proceedings; (b)
creditors; and (c) group companies, pursuant to the requirements of the
SEBI ICDR Regulations and for the purposes of disclosure in the Draft
Red Herring Prospectus, the Red Herring Prospectus and this Prospectus.
MoA/ Memorandum of The memorandum of association of our Company, as amended from time
Association to time
Nomination and Remuneration Nomination and remuneration committee of our Board, constituted in
Committee accordance with the applicable provisions of the Companies Act, 2013
and the SEBI Listing Regulations, and as described in “Our Management
– Committees of our Board” on page 220
Non-Executive Director(s) The Non-Executive Director on our Board of Directors as disclosed in
“Our Management” on page 211
Promoters The Promoters of our Company, being Chetan N Thadeshwar, Mamta C
Thadeshwar, Viraj C Thadeshwar and Balraj C Thadeshwar. For further
details, please see “Our Promoters and Promoter Group” on page 231
Promoter Group Such individuals and entities which constituting the promoter group of
our Company, pursuant to Regulation 2(1) (pp) of the SEBI ICDR
Regulations and as disclosed in “Our Promoters and Promoter Group”
on page 231
Registered Office The registered office of our Company, located at Unit No. B-1, Lower
Ground Floor, Jewel World (Cotton Exch Bldg), 175, Kalbadevi Rd,
Bhuleshwar, Mumbai 400 002, Maharashtra, India.
Restated Financial Statements/ The restated financial information of our Company, comprising the
Restated Financial Information restated statement of assets and liabilities as at Fiscals ended on March
31, 2025, March 31, 2024 and March 31, 2023, the restated statements of
profit and loss (including other comprehensive income), the restated
statement of changes in equity, the restated statement of cash flows for
the Fiscals ended on March 31, 2025, March 31, 2024 and March 31,
2023, the summary statement of significant accounting policies and other
explanatory information annexures and notes thereto prepared in
2Term Description
accordance with Ind AS and restated by Company in accordance with the
requirements 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. For details, see
“Restated Financial Information” on page 238.
RoC/ Registrar of Companies The Registrar of Companies, Maharashtra at Mumbai
Senior Management Personnel Senior Management Personnel of our Company in accordance with
Regulation 2(1) (bbbb) of the SEBI ICDR Regulations and as further
disclosed in “Our Management-Senior Management Peronnel” on page
228
Shareholder(s)/ Members/ Equity The equity shareholders of our Company whose names are entered into
Shareholders (i) the register of members of our Company; or (ii) the records of a
depository as a beneficial owner of Equity Shares.
Stakeholders Relationship Stakeholders’ Relationship Committee of our Board, constituted in
Committee accordance with the applicable provisions of the Companies Act, 2013
and the SEBI Listing Regulations, and as described in “Our Management
– Committees of our Board” on page 220
Whole-time Director(s) The whole-time director(s) of our Company, being Balraj C Thadeshwar
Issue related terms
Term Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient
features of a prospectus as may be specified by the SEBI in this behalf.
Acknowledgement Slip The slip or document issued by a Designated Intermediary(ies) to a
Bidder as proof of registration of the Bid cum Application Form
Allot/ Allotment/ Allotted Unless the context otherwise requires, allotment of Equity Shares
pursuant to the Issue to the successful Bidders.
Allotment Advice A note or advice or intimation of Allotment sent to all the Bidders who
have bid in the Issue after approval of the Basis of Allotment by the
Designated Stock Exchange.
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor(s) A Qualified Institutional Buyer, who applied 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, in this case being ₹ 165 per Equity Share of face value of ₹ 10
each, at which Equity Shares were allocated to Anchor Investors during
the Anchor Investor Bid/Issue Period in terms of the Red Herring
Prospectus and this Prospectus, which was decided by our Company in
consultation with the BRLM.
Anchor Investor Application Form The application form used by an Anchor Investor to make a Bid in the
Anchor Investor Portion and which will be considered as an application
for Allotment in terms of the Red Herring Prospectus and this Prospectus.
Anchor Investor Bidding Date/ Tuesday, September 09, 2025, being one Working Day prior to the
Anchor Investor Bid/ Issue Period Bid/Issue Opening Date, on which Bids by Anchor Investors were
submitted and allocation to Anchor Investors was completed.
Anchor Investor Issue Price The price, in this case being ₹ 165 per Equity Share of face value of ₹ 10
each, at which the Equity Shares will be Allotted to Anchor Investors in
terms of the Red Herring Prospectus and this Prospectus, which price will
be equal to or higher than the Issue Price but not higher than the Cap
Price.
The Anchor Investor Issue Price was decided by our Company in
consultation with the BRLM.
Anchor Investor Pay-In Date With respect to Anchor Investor(s), it shall be the Anchor Investor
Bidding Date, September 09, 2025.
Anchor Investor Portion 60% of the QIB Portion or 7,284,000* Equity Shares which were allocated
3Term Description
by our Company in consultation with the BRLM to the Anchor Investors
on a discretionary basis in accordance with the SEBI ICDR Regulations,
out of which one-third was reserved for domestic Mutual Funds, subject
to valid Bids having been received from domestic Mutual Funds at or
above the Anchor Investor Allocation Price in accordance with the SEBI
ICDR Regulations.
*Subject to finalization of basis of allotment.
Application Supported by Blocked An application, whether physical or electronic, used by ASBA Bidders to
Amount/ ASBA make a Bid and authorize an SCSB to block the Bid Amount in the
relevant 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 which is blocked upon acceptance of a UPI
Mandate Request made by the UPI Bidder.
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 this Prospectus.
Banker(s) to the Issue Collectively, the Escrow Collection Bank(s), Refund Bank(s), Sponsor
Bank and Public Issue Account Bank(s), as the case may be.
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under
the Issue, as described in “Issue Procedure” on page 363.
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 Bidding Date by an Anchor Investor pursuant to submission of
the Anchor Investor Application Form, to subscribe to or purchase the
Equity Shares at a price within the Price Band, including all revisions and
modifications thereto as permitted under the SEBI ICDR Regulations and
in terms of the Red Herring Prospectus and the Bid cum Application
Form.
The term “Bidding” shall be construed accordingly.
Bidder/ Applicant Any prospective investor who makes a Bid pursuant to the terms of the
Red Herring Prospectus and the Bid cum Application Form, and unless
otherwise stated or implied, includes an Anchor Investor
Bid Amount The highest value of optional Bids indicated in the Bid cum Application
Form and paid by the Bidder and, in the case of RIBs Bidding at the Cut
off Price, the Cap Price multiplied by the number of Equity Shares Bid
for by such RIBs and mentioned in the Bid cum Application Form and
payable by the Bidder or blocked in the ASBA Account of the ASBA
Bidders, as the case maybe, upon submission of the Bid in the Issue, as
applicable.
However, Eligible Employees who applied in the Employee Reservation
Portion could apply at the Cut off Price and the Bid Amount shall be Cap
Price net of Employee Discount, multiplied by the number of Equity
Shares Bid for by such Eligible Employee and mentioned in the Bid cum
Application Form.
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context
requires.
Bid Lot 90 Equity Shares of face value of ₹ 10 each and in multiples of 90 Equity
Shares of face value of ₹ 10 each thereafter.
Bid/ Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the
date after which the Designated Intermediaries did not accept any Bids,
4Term Description
being Friday, September 12, 2025.
Bid/ Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the
date on which the Designated Intermediaries started accepting Bids for
the Issue, being Wednesday, September 10, 2025.
Bid/ Issue Period Except in relation to Bid by Anchor Investors, the period between
Wednesday, September 10, 2025 and Friday, September 12,
2025inclusive of both days.
Bidding Centres Centres at which the Designated Intermediaries accepted 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 Book building process as described in Part A of Schedule XIII of the
SEBI ICDR Regulations, in terms of which the Issue was made.
Book Running Lead Manager/ The book running lead manager to the Issue, being Choice Capital
BRLM Advisors Private Limited
Broker Centres The broker centres notified by Stock Exchanges where ASBA Bidders
could submit the ASBA Forms to a Registered Broker. The details of such
Broker Centres, along with the names and the contact details of the
Registered Brokers are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com ), and updated
from time to time
CAN/Confirmation of Allocation Notice or advice or intimation of allocation of the Equity Shares sent to
Note Anchor Investors, who were allocated the Equity Shares, on/after the
Anchor Investor Bidding Date
Cap Price The higher end of the Price Band, i.e. ₹ 165 per Equity Share.
Cash Escrow and Sponsor Bank The agreement dated August 29, 2025 entered into and amongst our
Agreement Company the Registrar to the Issue, the Book Running Lead Manager,
the Syndicate Members, the Escrow Collection Bank(s), Public Issue
Bank(s), Sponsor Bank and Refund Bank(s) in accordance with UPI
Circulars, for inter alia, the appointment of the Sponsor Bank in
accordance, for the collection of the Bid Amounts from Anchor Investors,
transfer of funds to the Public Issue Account(s) and where applicable,
refunds of the amounts collected from Bidders, on the terms and
conditions thereof.
Circular on Streamlining of Public Collectively, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85
Issues/ UPI Circular dated July 26, 2019, SEBI RTA Master Circular (i.e. SEBI master circular
bearing number SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated
June 23, 2025) (to the extent that such circulars pertain to the UPI
Mechanism), SEBI ICDR Master Circular (i.e. SEBI master circular
number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11,
2024), along with the circulars issued by the Stock Exchanges in this
regard, including the circular issued by the NSE having reference number
25/2022 dated August 3, 2022, and the circular issued by BSE having
reference number 20220803-40 dated August 3, 2022 and any subsequent
circulars or notifications issued by SEBI or Stock Exchanges in this
regard from time to time.
Client ID The client identification number maintained with one of the Depositories
in relation to the Bidder’s beneficiary account.
Collecting Depository Participant/ A depository participant as defined under the Depositories Act, 1996,
CDP registered with SEBI and who is eligible to procure Bids from relevant
Bidders 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, as updated from time to time.
Cut-off Price The Issue Price, as finalised by our Company in consultation with the
BRLM being ₹165 per Equity Share. . Only Retail Individual Bidders
Bidding in the Retail Portion and the Eligible Employees bidding in the
Employee Reservation Portion are entitled to Bid at the Cut-off Price.
5Term Description
QIBs (including Anchor Investors) and Non- Institutional Bidders are not
entitled to Bid at the Cut-off Price
Demographic Details The demographic details of the Bidders including the Bidder’s address,
name of the Bidder’s father/husband, investor status, occupation, PAN,
DP ID, Client ID and bank account details and UPI ID, where applicable.
Designated CDP Locations Such locations of the CDPs where Bidders (other than Anchor Investors)
submitted the ASBA Forms. The details of such Designated CDP
Locations, along with 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).
Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the
Escrow Account(s) to the Public Issue Account(s) or the Refund
Account(s), as the case may be, and/or the instructions were issued to the
SCSBs (in case of UPI Bidders using UPI Mechanism, instruction issued
through the Sponsor Bank) for the transfer of amounts blocked by the
SCSBs in the ASBA Accounts to the Public Issue Account(s) or the
Refund Account(s), as the case may be, in terms of the Red Herring
Prospectus and this Prospectus after finalization of the Basis of Allotment
in consultation with the Designated Stock Exchange, following which
Equity Shares were Allotted in the Issue.
Designated Intermediaries Collectively, the members of the Syndicate, sub-syndicate or agents,
SCSBs (other than in relation to Bidders 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 RIBs and Eligible Employees
(not using the UPI Mechanism) authorizing an SCSB to block the Bid
Amount in the ASBA Account, Designated Intermediaries shall mean
SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid
Amount was blocked upon acceptance of UPI Mandate Request by such
UPI Bidders using the UPI Mechanism, Designated Intermediaries shall
mean Syndicate, sub-syndicate, Registered Brokers, CDPs, SCSBs and
RTAs.
In relation to ASBA Forms submitted by QIBs and NIBs, Designated
Intermediaries shall mean SCSBs, Syndicate, sub-syndicate, Registered
Brokers, CDPs and RTAs.
Designated RTA Locations Such locations of the RTAs where Bidders (other than Anchor Investors)
submitted the ASBA Forms to RTAs. The details of such Designated
RTA Locations, along with names and contact details of the RTAs
eligible to accept ASBA Forms are available on the respective websites
of the Stock Exchanges (www.bseindia.com and www.nseindia.com) and
updated from time to time.
Designated SCSB branches Such branches of the SCSBs which collected ASBA Forms, a list of
which is available on the website of the SEBI at
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=
yes) and updated from time to time, and at such other websites as may be
prescribed by SEBI from time to time.
Designated Stock Exchange NSE
Draft Red Herring Prospectus/ The draft red herring prospectus dated February 5, 2025, filed with SEBI
DRHP and Stock Exchanges and issued in accordance with the SEBI ICDR
Regulations, which did not contain complete particulars of the Issue,
including the price at which the Equity Shares will be Allotted and the
size of the Issue.
Eligible Employee(s) All or any of the following:
6Term Description
(i) a permanent employee of the Company working in India or out
of India (excluding such employees who are not eligible to invest
in the Issue under applicable laws), as on the date of filing of the
Red Herring Prospectus with the RoC and who continues to be
a permanent employee of our Company until the submission of
the Bid cum Application Form; or
(ii) a Director of our Company, whether whole-time or not, as on the
date of the filing of the Red Herring Prospectus with the RoC
and who continues to be a permanent employee of our Company
or be our Director(s), as the case may be until the submission of
the Bid cum Application Form, but excludes: (a) an employee
who is the Promoter or belongs to the Promoter Group; (b) a
Director who either by himself or through his relatives or
through any body corporate, directly or indirectly holds more
than 10% of outstanding Equity Shares of our Company; and (c)
an Independent Director.
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 Issue/ invitation under the Issue in terms of the applicable laws.
Eligible NRI(s) NRI(s) eligible to invest under the relevant provisions of the FEMA
Rules, on a non-repatriation basis, from jurisdiction outside India where
it is not unlawful to make an issue or invitation under the Issue and in
relation to whom the Red Herring Prospectus and the Bid Cum
Application Form constituted an invitation to subscribe or purchase for
the Equity Shares.
Employee Discount A discount of 9.09% to the Issue Price (equivalent of ₹ 15 per Equity
Share) offered by our Company, in consultation with the BRLM, to
Eligible Employees and which was announced at least two Working Days
prior to the Bid/Issue Opening Date.
Employee Reservation Portion The portion of the Issue being up to 20,000*^ Equity Shares of face value
of ₹ 10 each, aggregating to ₹3.00 million available for allocation to
Eligible Employees, on a proportionate basis, constituting up to 5% of the
post-Issue paid-up Equity Share capital of our Company.
*Subject to finalisation of Basis of Allotment
^A discount of ₹ 15 per Equity Share was offered to Eligible Employees bidding
in the Employee Reservation Portion
Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the
Escrow Collection Bank(s) and in whose favour the Anchor Investors
transferred money through direct credit/NEFT/RTGS/NACH in respect
of the Bid Amount while submitting a Bid.
Escrow Collection Bank(s) The Bank(s) which are clearing members and registered with SEBI as
bankers to an Issue under the SEBI BTI Regulations and with whom the
Escrow Account(s) was opened, in this case being ICICI Bank Limited.
First Bidder/Sole Bidder Bidder whose name appeared in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name appeared as the first
holder of the beneficiary account held in joint names.
Floor Price The lower end of the Price Band, i.e. ₹ 155 per Equity Share of face value
of ₹ 10.
Fraudulent Borrower A company or person, as the case may be, categorised as a fraudulent
borrower by any bank or financial institution (as definfed under the
Companies Act, 2013) or consortium thereof, in accordance with the
guidelines on fraudulent borrowers issued by the RBI.
Fresh Issue The issue of upto 24,300,000* Equity Shares of face value of ₹ 10 each,
aggregating upto ₹ 4,009.20 million by our Company.
*Subject to finalisation of Basis of Allotment
Fugitive Economic Offender An individual who is declared a fugitive economic offender under section
12 of the Fugitive Economic Offenders Act, 2018.
7Term Description
General Information Document / The General Information Document for investing in public offers,
GID prepared and issued by SEBI, in accordance with the SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars, as amended from time to time. The General Information
Document shall be available on the websites of Stock Exchanges and the
Book Running Lead Manager.
Gross Proceeds The gross proceeds of the Issue that will be available to our Company.
Issue The Issue comprises of initial public offering of up to 24,300,000* Equity
Shares of face value of ₹ 10 each, for cash at a price of ₹ 165, including
a premium of ₹ 155 per Equity Share, aggregating up to ₹ 4,009.20
million. The Issue will constitute 25.20 % of the post-Issue paid-up
Equity Share capital of our Company. The Issue comprises the Net Issue
and the Employee Reservation Portion.
*Subject to finalisation of Basis of Allotment
#A discount of ₹ 15 per Equity Share offered to Eligible Employees Bidding in the
Employee Reservation Portion.
Issue Agreement The agreement dated February 5, 2025 amongst our Company and the
BRLM pursuant to which certain arrangements are agreed to in relation
to the Issue.
Issue Price ₹ 165 per Equity Share, being the final price at which Equity Shares will
be allotted to ASBA Bidders in terms of the Red Herring Prospectus and
this Prospectus. Equity Shares will be Allotted to Anchor Investors at the
Anchor Investor Issue Price which has been decided by our Company in
consultation with the BRLM in terms of the Red Herring Prospectus and
this Prospectus.
The Issue Price has been decided by our Company in consultation with
the BRLM on the Pricing Date in accordance with the Book Building
Process and the Red Herring Prospectus.
A discount of up to 9.09 % on the Issue Price (equivalent of ₹ 15 per
Equity Share) was offered to Eligible Employees bidding in the Employee
Reservation Portion. The Employee Discount was decided by our
Company, in consultation with the BRLM.
Issue Proceeds The proceeds of the Issue, which shall be available to our Company. For
details about use of the Issue Proceeds, see “Objects of the Issue” on page
108.
KPIs The key performance indicators which have been used historically by our
Company to understand and analyse our business performance, which in
result, help us in analysing the growth of business in comparison to our
peers.
For further details please see “Basis for Issue Price” and “Our Business”
sections beginning on pages 119 and 172.
Minimum Promoters Contribution Aggregate of 20% of the fully diluted post-Issue equity share capital of
our Company that is eligible to form part of the minimum promoters’
contribution, as required under the provisions of the SEBI ICDR
Regulations, held by our Promoter that shall be locked-in for a period of
18 months from the date of Allotment. For details regarding the Minimum
Promoters’ Contribution, see “Capital Structure” on page 101
Mobile App(s) The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF
pi=yes&intmId=43 or such other website as may be updated from time to
time, which may be used by Bidders to submit Bids using the UPI
Mechanism.
Monitoring Agency CRISIL Ratings Limited
Monitoring Agency Agreement The agreement dated August 14, 2025 entered into between our Company
and the Monitoring Agency.
8Term Description
Mutual Fund 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 242,800* Equity Shares, which were made
available for allocation to Mutual Funds only, on a proportionate basis,
subject to valid Bids having been received at or above the Issue Price.
*Subject to finalisation of Basis of Allotment
Net Issue The Issue less the Employee Reservation Portion.
Net Proceeds The gross proceeds from the Issue less Issue related expenses applicable
to the Issue. For further information please see “Objects of the Issue” on
page 108.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted
to the Anchor Investors.
Non-Institutional Investors/ NIIs All Bidders that are not QIBs or Retail Individual Bidders and who had
or Non-Institutional Bidders or Bid for Equity Shares for an amount more than ₹ 0.20 million (but not
NIBs including NRIs other than Eligible NRIs).
Non-Institutional Portion / NIBs The portion of the Net Issue being not less than 15% of the Net Issue,
consisting of 3,642,000* Equity Shares, of which: (i) one-third was
reserved for Bidders with Bids more than ₹ 0.20 million and up to ₹ 1.00
million; and (ii) two-third was reserved for Bidders with Bids more than
₹ 1.00 million subject to valid Bids having been received at or above the
Issue Price.
*Subject to finalisation of Basis of Allotment
Non-Resident/NRI A person resident outside India, as defined under FEMA and includes
NRIs, FPIs and FVCIs.
Price Band The price band of a minimum price of ₹ 155 per Equity Share of face
value ₹ 10 each (Floor Price) and the maximum price of ₹ 165 per Equity
Share of face value ₹ 10 each (Cap Price) including any revisions thereof.
The Price Band and the minimum Bid Lot size for the Issue have been
decided by our Company in consultation with the Book Running Lead
Manager, and was advertised, at least two Working Days prior to the Bid/
Issue Opening Date, in all editions of Business Standard, an English
national daily newspaper, all editions of Business Standard, a Hindi
national daily newspaper and Mumbai edition of Navshakti, a Marathi
newspaper, Marathi being the regional language of Maharashtra, where
our Registered Office is located, each with wide circulation and was made
available to Stock Exchanges for the purpose of uploading on their
websites.
Pricing Date The date on which our Company in consultation with the BRLM finalised
the Issue Price being September 12, 2025.
Prospectus This Prospectus to be filed with the RoC on or after the Pricing Date in
accordance with the provisions of Section 26 of the Companies Act, 2013,
and the SEBI ICDR Regulations containing, inter alia, the Issue Price that
is determined at the end of the Book Building Process, 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 was opened in
accordance with Section 40(3) of the Companies Act, 2013, with the
Public Issue Account Bank(s) to receive moneies from the Escrow
Account(s) and from the ASBA Accounts on the Designated Date.
Public Issue Account Bank(s) The bank with which the Public Issue Account was opened for collection
of Bid Amounts from Escrow Account and ASBA Accounts on the
Designated Date, in this case being Axis Bank Limited.
QIB Category/ QIB Portion The portion of the Net Issue (including the Anchor Investor Portion)
being not more than 50% of the Net Issue, consisting of 12,140,000*
Equity Shares of face value of ₹ 10 each, which was made available for
allocation to QIBs (including Anchor Investors) on a proportionate basis,
9Term Description
including the Anchor Investor Portion. (in which allocation was on a
discretionary basis, as determined by our Company in consultation with
the BRLM), subject to valid Bids having been received at or above the
Issue Price.
*Subject to finalisation of Basis of Allotment
Qualified Institutional Buyers/ Qualified institutional buyers as defined under Regulation 2(1)(ss) of the
QIBs/ QIB Bidders SEBI ICDR Regulations.
Red Herring Prospectus/ RHP The red herring prospectus dated September 01, 2025 issued in
accordance with Section 32 of the Companies Act, 2013 and the
provisions of the SEBI ICDR Regulations, which did not have complete
particulars of the price at which the Equity Shares will be offered and the
size of the Issue. The Red Herring Prospectus has become this Prospectus
upon filing with the RoC after the Pricing Date.
Refund Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the
Refund Bank(s), from which refunds, if any, of the whole or part of the
Bid Amount to the Anchor Investors shall be made.
Refund Bank(s) The Bankers to the Issue which is a clearing member registered with SEBI
under the SEBI BTI Regulations with whom the Refund Account was
opened, in this case being ICICI Bank Limited.
Registered Brokers Stock brokers registered with Stock Exchanges having nationwide
terminals, other than the members of the Syndicate and eligible to procure
Bids in terms of circular number CIR/CFD/14/2012 dated October 4,
2012 and UPI Circulars, issued by SEBI.
Registrar Agreement The agreement dated December 31, 2024 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 the SEBI and eligible
Agents/ RTAs to procure Bids from relevant Bidders at the Designated RTA Locations
in terms of the SEBI RTA Master Circular as per the lists available on the
websites of Stock Exchanges, and the UPI Circulars.
Registrar to the Issue/ Registrar MUFG Intime India Private Limited (Formerly Link Intime Private
Limited)
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Bidders or Individual Bidders (including HUFs applying through their Karta and
RIB(s) or Retail Individual Eligible NRIs and does not include NRIs other than Eligible NRIs), who
Investors or RII(s) have Bid for the Equity Shares for an amount not more than ₹ 0.20 million
in any of the bidding options in the Issue
Retail Portion The portion of the Net Issue being not less than 35% of the Net Issue
consisting of 8,498,000* Equity Shares of face value of ₹ 10 each, which
was madeavailable for allocation to Retail Individual Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids having
been received at or above the Issue Price.
*Subject to finalisation of Basis of Allotment
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or
the Bid Amount in any of their ASBA Form(s) or any previous Revision
Form(s), as applicable. QIB Bidders and Non-Institutional Bidders were
not allowed to withdraw or lower their Bids (in terms of quantity of
Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders
and Eligible Employees could 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.
Self-Certified Syndicate Bank(s) The banks registered with SEBI, offering services: (a) in relation to
or SCSB(s) ASBA (other than using the UPI Mechanism), a list of which is available
on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF
pi=yes&intmId=34 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF
10Term Description
pi=yes&intmId=35 , as applicable or such other website as may be
prescribed by SEBI from time to time; and (b) in relation to ASBA (using
the UPI Mechanism), a list of which is available on the website of SEBI
at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF
pi=yes&intmId=40 , or such other website as may be prescribed by SEBI
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 available on the
website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF
pi=yes&intmId=43, as updated from time to time.
Specified Locations The Bidding centers where the Syndicate accepted Bid cum Application
Forms from relevant Bidders, a list of which is available on the website
of SEBI (www.sebi.gov.in), and updated from time to time.
Sponsor Banks The Bankers to the Issue registered with SEBI, which has been appointed
by our Company to act as a conduit between the Stock Exchanges and
NPCI in order to push the UPI Mandate Request and/or payment
instructions of the UPI Bidders into the UPI Mechanism and carry out any
other responsibilities in terms of the UPI Circulars, the Sponsor Banks in
this case being ICICI Bank Limited and Axis Bank Limited .
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India
Limited.
Syndicate Agreement The agreement dated August 29, 2025 entered into amongst our
Company, the BRLM, the Syndicate Members and the Registrar, in
relation to collection of Bids by the Syndicate.
Syndicate Member(s) Intermediaries (other than the BRLM) registered with SEBI who are
permitted to accept bids, applications and place order with respect to the
Issue and carry out activities as an underwriter, namely, Choice Equity
Broking Private Limited.
Underwriters Collectively, the BRLM and Syndicate Member
Underwriting Agreement The agreement dated September 12, 2025 entered into amongst the
Underwriters, our Company and the Registrar to the Issue.
UPI Unified Payments Interface, which is an instant payment mechanism,
developed by NPCI.
UPI Bidders Collectively, individual Bidders who applied as Retail Individual Bidders
in the Retail Portion, Eligible Employees Bidding in Employee
Reservation Portion, and individual Bidders who applied as Non-
Institutional Bidders with a Bid Amount of up to ₹ 0.50 million in the
Non-Institutional Portion by using the UPI Mechanism.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45
dated April 5, 2022, all individual investors who applied in public issues
where the application amount is up to ₹ 0.50 million were required to use
UPI and were to 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 ID ID created on Unified Payment Interface (UPI) for single-window mobile
payment system developed by the NPCI.
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI
application, by way of a SMS directing the UPI Bidder to such UPI
11Term Description
application) to the UPI Bidder initiated by the Sponsor Bank to authorise
blocking of funds on the UPI application equivalent to Bid Amount and
subsequent debit of funds in case of Allotment.
UPI Mechanism The Bidding mechanism that may be used by a UPI Bidders to make a
Bid in the Issue in accordance with UPI Circulars.
UPI PIN A Password to authenticate UPI transaction.
Wilful Defaulter or a Fraudulent Means a person or an issuer who or which is categorized as a wilful
Borrower defaulter or a fraudulent borrower by any bank or financial institution as
defined under the Companies Act, 2013 or consortium thereof, in
accordance with the guidelines on wilful defaulters or fraudulent
borrowers issued by the Reserve Bank of India.
Working Day(s) All days on which commercial banks in Mumbai, India are open for
business, provided however, for the purpose of announcement of the Price
Band and the Bid/Issue Period, “Working Day” shall mean all days,
excluding all Saturdays, Sundays and public holidays on which
commercial banks in Mumbai, Maharashtra, India are open for business
and the time period between the Bid/Issue Closing Date and listing of the
Equity Shares on Stock Exchanges, “Working Day” shall mean all trading
days of Stock Exchanges excluding Sundays and bank holidays in India
in accordance with circulars issued by SEBI.
Conventional & General Terms and Abbreviations
Term Description
A/c Account
AGM Annual General Meeting
AIFs Alternative Investment Funds as defined in and registered under the SEBI
AIF Regulations
Air Act Air (Prevention and Control of Pollution) Act, 1981, as amended
Average Equity or Average Net Average Equity or Average Net Worth represents the simple average of
Worth our equity or Net Worth as of the last day of the relevant period and our
equity or Net Worth as of the last day of the previous period.
Basic EPS EPS as computed in accordance with Indian Accounting Standard 33
BIS Bureau of Indian Standards
Bn/ bn Billion
BSE BSE Limited
COVID-19 An infectious disease caused by the SARS-CoV-2 virus (Corona virus
disease)
CAGR Compounded Annual Growth Rate
Calendar Year or year or CY Unless the context otherwise requires, shall refer to the twelve month
period ending December 31
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds”
under the SEBI AIF Regulations
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds”
under the SEBI AIF 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
Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications,
modifications and clarifications made thereunder, as the context requires
Companies Act, 2013/ Companies Companies Act, 2013 and the rules, regulations, notifications,
Act modifications and clarifications thereunder
Competition Act Competition Act, 2002, and the rules, regulations, notifications,
modifications and clarifications made thereunder, as the context requires
Cost of Borrowings Total interest expense divided by the average of sum borrowings,
expressed as a percentage
CSR Corporate Social Responsibility
CST Central Sales Tax
12Term Description
Depositories Act Depositories Act, 1996
Depository or Depositories NSDL and CDSL
DIC District Industries Centre
Diluted EPS EPS as computed in accordance with Indian Accounting Standard 33
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
DP/ Depository Participant A depository participant as defined under the Depositories Act
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry
of Commerce and Industry
DTD Debenture Trust Deeds
EBITDA Earnings before interest, taxes, depreciation and amortisation expense,
which has been arrived at by obtaining the profit before tax/ (loss) for the
year and adding back finance costs, depreciation, and amortisation and
impairment expense and reducing other income.
EGM Extraordinary General Meeting
EMS Environmental Management System
EOU Export Oriented Unit
EPS Net Profit after tax, as restated, divided by weighted average no. of equity
shares outstanding during the year/ period. (as adjusted for change in
capital due to bonus shares
EUR/ € Euro
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, including the rules and
regulations thereunder
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Financial Year/ Fiscal/ FY/ F.Y. Period of twelve months commencing on April 1 of the immediately
preceding calendar year and ending on March 31 of that particular year,
unless stated otherwise
FIR First Information Report
FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI
FPI Regulations
FVCI Foreign Venture Capital Investors as defined under SEBI FVCI
Regulations
GCC Gulf Cooperation Council
GDP Gross Domestic Product
GST Goods and Services Tax
GVA Gross Value Added
HUF Hindu Undivided Family
I.T. Act The Income Tax Act, 1961, as amended
Information Technology Act Information Technology Act, 2000
IBC Insolvency and Bankruptcy Code
ICAI The Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
Ind AS The Indian Accounting Standards notified under Section 133 of the
Companies Act and referred to in the Ind AS Rules
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015
Indian GAAP Generally Accepted Accounting Principles in India notified under Section
133 of the Companies Act, 2013 and read together with paragraph 7 of
the Companies (Accounts) Rules, 2014 and Companies (Accounting
Standards) Amendment Rules, 2016
INR Indian National Rupee
IPO Initial Public Offer
IRDAI Insurance Regulatory Development Authority of India
ISIN International Securities Identification Number
IT Information Technology
ITC Input Tax Credit
13Term Description
KYC Know Your Customer
MAT Minimum Alternate Tax
MCA Ministry of Corporate Affairs, Government of India
Mn/ mn Million
MPCB Maharashtra Pollution Control Board
MSME Micro, Small & Medium Enterprises
Mutual Fund(s) A mutual fund registered with SEBI under the Securities and Exchange
Board of India (Mutual Funds) Regulations, 1996
N.A. or NA Not Applicable
NACH National Automated Clearing House
NAV Net Asset Value
NBFC Non-Banking Financial Companies
NCDs Non-Convertible Debentures
NEFT National Electronic Fund Transfer
NFE Net Foreign Exchange
Non-Resident A person resident outside India, as defined under FEMA
NPCI National Payments Corporation of India
NRE Account Non-resident external account established in accordance with the Foreign
Exchange Management (Deposit) Regulations, 2016
NRI/ Non-Resident Indian A person resident outside India who is a citizen of India as defined under
the Foreign Exchange Management (Deposit) Regulations, 2016 or is an
‘Overseas Citizen of India’ cardholder within the meaning of section 7(A)
of the Citizenship Act, 1955
NRO Account Non-resident ordinary account established in accordance with the Foreign
Exchange Management (Deposit) Regulations, 2016
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB/ Overseas Corporate Body A company, partnership, society or other corporate body owned directly
or indirectly to the extent of at least 60% by NRIs including overseas
trusts in which not less than 60% of the beneficial interest is irrevocably
held by NRIs directly or indirectly and which was in existence on October
3, 2003, and immediately before such date had taken benefits under the
general permission granted to OCBs under the FEMA. OCBs are not
allowed to invest in the Issue
OECD Organization for Economic Co-operation and Development
P/E Ratio Price/earnings ratio
p.a. Per Annum
PAN Permanent account number allotted under the I.T. Act
PAT Profit before tax (less) current tax (less) deferred tax
PAT Margin (%) PAT Margin is calculated as restated profit after tax for the year as a
percentage of total revenue
PMLA Prevention of Money Laundering Act, 2002
Promoters’ Contribution An aggregated of at least 20% of the fully diluted post-Issue Equity Share
capital of the Company held by the Promoters as set out in the Capital
Structure section.
RBI Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934
Regulation S Regulation S under the U.S. Securities Act
Return on Average Equity (%) Profit after tax divided by average total shareholder equity, expressed as
percentage
Return on Total Average Assets Profit after tax divided by average total assets, expressed as percentage
(%)
RoC Registrar of Companies, Maharashtra at Mumbai
RONW Return on Net Worth
Rs./ Rupees/ ₹ / INR Indian Rupees
RTGS Real Time Gross Settlement
SCORES Securities and Exchange Board of India Complaints Redress System, a
14Term Description
centralized web-based complaints redressal system launched by SEBI
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SD Security Deposit
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 ICDR Master Circular SEBI ICDR Master Circular -SEBI master circular bearing reference
SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024, as
amended
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 Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations,
Regulations 1992
SEBI Mutual Regulations Securities and Exchange Board of India (Mutual Funds) Regulations,
1996
SEBI RTA Regulations Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993
SEBI RTA Master Circular SEBI master circular no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91
dated June 23, 2025
SEBI SBEB 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 SEBI AIF Regulations
Settlement Framework Framework for Compromise Settlements and Technical Write-offs dated
June 8, 2023
STT Securities Transaction Tax
TDS Tax Deducted at Sources
Trade Marks Act Trade Marks Act, 1999
US GAAP Generally Accepted Accounting Principles in the United States of
America
U.S. Securities Act U.S. Securities Act of 1933, as amended
USA/ U.S. / US The United States of America
USD / US$ United States Dollars
VCFs Venture capital funds as defined in, and registered with SEBI under, the
SEBI VCF Regulations
15Technical and Industry Related Terms
Terms Description
3D 3 Dimensional
B2B Business to Business
BIS Bureau of Indian Standards
CAGR Compounded Annual Growth Rate (as a %); (end year amount/ base year
amount ^ (1/ number of gross years between base year and end year) –1(^
denotes ‘raised to’)
Corporate Clients Leading jewellery brands having their own chain of jewellery stores
spread across the country and overseas.
EHS Environment, health and safety
EHS Policy Environmental, Health and Safety Management Policy
ERP Enterprise Resource Planning
GIA Gemological Institute of America
GJC Gem and Jewellery Domestic Council
GJEPC Gem and Jewellery Export Promotion Council
GJS Gem and Jewellery Show
HUID number Hallmark Unique Identification number
IGI International Gemological Institute
IIJS Premiere, IIJS Signature, IIJS India International Jewellery Show
Tritiya
In-house Karigar(s) In-house artisans/craftsmen who use their skills to carve and process gold
and other precious and semi-precious metals into jewellery and other
products.
K Karat
Karigar(s) Job workers who use their skills to carve and process gold and other
precious and semi-precious metals into jewellery and other products
pursuant to agreements entered by themselves or the entities.
Kgs Kilograms
Mangalsutra/s Mangalsutra is a traditional necklace, crafted from gold and black beads
worn by married Indian women which symbolizes marital status and is a
sacred thread that is believed to bless and extend the life of the spouse.
Manufacturing Facility Our manufacturing facility is spread over area admeasuring 8,300 sq. ft.
and is situated at A-3/1, 3rd floor, Todi Estate, Sun Mill Compound,
Lower Parel (West), Mumbai 400013, Maharashtra, India
SKU/s Stock Keeping Unit
QCA Quality Control and Assurance
XRF X-ray fluorescence
Key Performance Indicators
KPIs Explanations
Revenue from Operations is used by our management to track the revenue
Revenue from Operations (₹ in
profile of our business and in turn helps assess the overall financial
million)
performance of our Company and size of our business.
EBITDA provides information regarding the operational efficiency of our
EBITDA (₹ in million)
business.
EBITDA Margin is an indicator of the operational profitability and
EBITDA Margin (in %)
financial performance of our business.
Net Profit after tax provides information regarding the overall profitability
Net Profit after tax (₹ in million)
of our business.
Net Profit Margin is an indicator of the overall profitability and financial
Net Profit Margin (in %)
performance of our business.
Return on Net Worth provides how efficiently our Company generates
Return on Net Worth (in %)
profits from shareholders’ funds.
Return on Capital Employed (in Return on Capital Employed provides how efficiently our Company
%) generates earnings from the capital employed in our business.
16KPIs Explanations
Debt-Equity ratio is a gearing ratio which compares shareholder’s equity
Debt-Equity Ratio (in times) to company debt to assess our company’s amount of leverage and financial
stability.
Days working capital is a metric that measures how many days it takes our
Days Working Capital
company to transform its working capital into sales cash flows.
17CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
AND CURRENCY OF PRESENTATION
Certain Conventions
All references to “India” contained in this Prospectus are to the Republic of India and its territories and
possessions. All references herein to the “Government”, “Indian Government”, “GOI”, “Central Government” or
the “State Government” are to the Government of India, central or state, as applicable. All references to the “U.S.”,
“US”, “U.S.A” or “United States” are to the United States of America and its territories and possessions.
Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time (“IST”). Further,
unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this
Prospectus.
Financial Data
Unless stated or the context requires otherwise, the financial information and financial ratios in this Prospectus is
derived from our Restated Financial Information.
The Restated Financial Information included in this Prospectus comprises of the Restated Financial Information
of our Company, which comprise of the restated statement of assets and liabilities for the Fiscals as at March 31,
2025, March 31, 2024 and March 31, 2023, the restated statements of profit and loss(including other
comprehensive income), the restated statement of cash flows and the restated statement of changes in equity for
the Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of significant
accounting policies and other explanatory information , annexures and notes thereto prepared in accordance with
Ind AS and restated by Company in accordance with the requirements 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. For further
information, please see “Financial Information” on page 238.
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. Accordingly, all references to a particular financial year or fiscal, unless
stated otherwise, are to the 12 months period ended on March 31 of such years. Unless stated otherwise, or the
context requires otherwise, all references to a “year” in this Prospectus are to a calendar year.
The degree to which the financial information included in this Prospectus will provide meaningful information is
entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, Ind AS, the
Companies Act and SEBI ICDR Regulations. Any reliance by persons not familiar with the aforementioned
policies and laws on the financial disclosures presented in this Prospectus should be limited. There are significant
differences between Ind AS, Indian GAAP, U.S. GAAP and IFRS. Our Company does not provide a reconciliation
of its financial information with Indian GAAP, IFRS or U.S. GAAP requirements. Our Company has not
attempted to explain those differences or quantify their impact on the financial data included in this Prospectus
and it is urged that you consult your own advisors regarding such differences and their impact on our financial
data. For further details in connection with risks involving differences between Ind AS and other accounting
principles, please see “Risk Factor -72– Significant differences exist between Ind AS and other accounting
principles, such as US GAAP and International Financial Reporting Standards (“IFRS”), which investors may
be more familiar with and consider material to their assessment of our financial condition.” on page 72.
Unless the context otherwise requires or indicates, any percentage amounts, or ratios (excluding certain
operational metrics), relating to the financial information of our Company as set forth in “Risk Factors”, “Our
Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages
33, 172 and 300, respectively, and elsewhere in this Prospectus have been derived from the Restated Financial
Information.
In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off. Except as otherwise stated, all figures in decimals have been rounded off to the second decimal and
all the percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or
percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the
numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or
row.
18Further, any figures sourced from third-party industry sources may be rounded off to other than two decimal points
to conform to their respective sources.
Non-GAAP Measures
Certain Non-GAAP Measures and certain other statistical information relating to our operations and financial
performance like EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Gross Profit, Gross
Profit Margin, PAT Margin, CAGR Net Asset Value per Equity Share, Return on Net worth, Net worth, EBIT,
Capital Employed, Return on Capital Employed and others (“Non-GAAP Measures”), have been included in this
Prospectus. We compute and disclose such Non-GAAP Measures and such other statistical information relating
to our operations and financial performance as we consider such information to be useful measures of our business
and financial performance. These Non-GAAP financial measures are supplemental measures of our performance
and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP.
Further, these Non-GAAP financial measures should not be considered in isolation or construed as an alternative
to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator
of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing
activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. In addition, these Non-GAAP
financial measures are not standardized terms, hence a direct comparison of these Non-GAAP financial measures
between companies may not be possible. These Non-GAAP Measures and other statistical and other information
relating to our operations and financial performance may not be computed on the basis of any standard
methodology that is applicable across the industry and therefore may not be comparable to financial measures and
statistical information of similar nomenclature that may be computed and presented by other companies and are
not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly
titled measures presented by other companies and hence have limited usefulness as a comparative measure. These
Non-GAAP Financial Measures and other statistical and operational information have been reconciled to their
nearest GAAP measure in “Our Business”, “Other Financial Information” and “Capitalisation Statement” on
pages 172, 291 and 292, respectively. See “Risk Factor 65– We have in this Prospectus included certain non-
GAAP financial measures and certain other industry measures related to our operations and financial
performance. These non-GAAP measures and industry measures may vary from any standard methodology that
is applicable across the industry, and therefore may not be comparable with financial or industry related
statistical information of similar nomenclature computed and presented by other companies” on page 70.
Currency and Units of Presentation
All references to “Rupees” or “INR” or “₹” or “Rs.” are to Indian Rupees, the official currency of the Republic
of India.
All references to “US$”, “US Dollar”, or “USD” are to United States Dollars, the official currency of the United
States of America.
In this Prospectus, our Company has presented certain numerical information. All figures have been expressed in
million. One million represents ’10 lakhs’ or 10,00,000. However, where any figures that may have been sourced
from third-party industry sources are expressed in denominations other than million, such figures appear in this
Prospectus expressed in such denominations as provided in their respective sources.
Exchange Rates
This Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.
19Unless otherwise stated, the exchange rates referred to for the purpose of conversion of foreign currency amounts
into Indian Rupee, are as follows.
(in ₹)
Currency As at#
March 31, 2025 March 31, 2024 March 31, 2023
1 USD 85.58 83.37 82.22
Source: www.fbil.org.in
Note: Exchange rate is rounded off to two decimal pointsIf the RBI reference rate is not available on a particular date due to
a public holiday, exchange rates of the previous working day have been disclosed.
Industry and Market Data
Unless otherwise stated, the industry and market data set forth in this Prospectus has been obtained or derived
from report titled “Industry Research Report on Indian Gems and Jewellery Sector” dated December 04, 2024
prepared and released by CARE and exclusively commissioned and paid for by our Company in connection with
the Issue for an agreed fee for the purposes of confirming our understanding of the industry in connection with
the Issue and it is available on our Company’s website at www.shringar.ms. CARE was appointed by our
Company on July 03, 2024.
CARE is an independent agency which has no relationship with our Company, our Promoters, members of our
Promoter Group, any of our Directors, Key Managerial Personnel, Senior Management, or the Book Running
Lead Manager. For details of risks in relation to the CareEdge Report, see “Risk Factor- 45 – Certain sections of
this Prospectus disclose information from the CareEdge Report which has been commissioned and paid for by us
exclusively in connection with the Issue and any reliance on such information for making an investment decision
in the Issue is subject to inherent risks.” on page 64.
CARE has prepared this study in an independent and objective manner, and it has taken all reasonable care to
ensure its accuracy and completeness. We believe that this study presents a true and fair view of the industry
within the limitations of, among others, secondary statistics, and research, and it does not purport to be exhaustive.
The results that can be or are derived from these findings are based on certain assumptions and
parameters/conditions. As such, a blanket, generic use of the derived results or the methodology is not encouraged.
Unless otherwise indicated, financial, operational, industry and other related information derived from the
CareEdge Report and included herein with respect to any particular year refers to such information for the relevant
calendar year. Industry publications are also prepared based on information as at specific dates and may no longer
be current or reflect current trends. Industry sources and publications may also base their information on estimates,
projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors must rely on their
independent examination of, and should not place undue reliance on, or base their investment decision solely on
this information. The recipient should not construe any of the contents in this report as advice relating to business,
financial, legal, taxation or investment matters and are advised to consult their own business, financial, legal,
taxation, and other advisors concerning the transaction.
Industry sources and publications generally state that the information contained therein has been obtained from
sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not
guaranteed, and their reliability cannot be assured and accordingly, investment decisions should not be based on
such information. Although the industry and market data used in this Prospectus is reliable, it has not been
independently verified by us, the Book Running Lead Manager or any of its affiliates or advisors. The data used
in these sources may have been re-classified by us for the purposes of presentation. Data from these sources may
also not be comparable. Industry sources and publications are also prepared based on information as of specific
dates and may no longer be current or reflect current trends. Industry sources and publications may also base their
information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Such data
involves risks, uncertainties and numerous assumptions and is subject to change based on various factors,
including those discussed in the section ‘Risk Factors’ on page 33. Accordingly, investors should not place undue
reliance on, or base their investment decision on this information.
The extent to which the market and industry data used in this Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data
gathering methodologies in the industry in which business of our Company is conducted, and methodologies and
20assumptions may vary widely among different industry sources. In accordance with the SEBI ICDR Regulations,
“Basis for Issue Price”, on page 119 includes information relating to our peer group companies. Such information
has been derived from publicly available sources. Such industry sources and publications are also prepared based
on information as at specific dates and may no longer be current or reflect current trends. No investment decision
should be made solely on the basis of such information.
21FORWARD-LOOKING STATEMENTS
This Prospectus contains certain “forward-looking statements”. All statements in this Prospectus that are not
statements of historical fact are ‘forward-looking statements’. These forward-looking statements generally can be
identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “likely to”,
“seek to”, “shall”, “objective”, “plan”, “propose”, “project”, “will”, “will continue”, “will pursue” or other words
or phrases of similar import but are not the exclusive means of identifying such statements. Similarly, statements
that describe our strategies, objectives, plans, goals, future events, future financial performance or financial needs
are also forward-looking statements. All statements regarding our expected financial conditions, results of
operations, business plans and prospects are 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. For
the reason described below, we cannot assure investors that the expectations reflected in these forward-looking
statements will prove to be correct. Therefore, investors are cautioned not to place undue reliance on such forward-
looking statements and not to regard such statements as a guarantee of future performance.
Actual results may differ materially from those suggested by forward-looking statements due to risks or
uncertainties associated with expectations relating to and including, regulatory changes pertaining to the industries
in India and in other geographies in which we operate and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general
economic and political conditions in India and other geographies where we operate which have an impact on its
business activities or investments, the monetary and fiscal policies of India and other geographies in which we
operate, 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 &
relevant international laws, regulations and taxes and changes in competition in the industries 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:
• We derive a significant portion of our revenue from operations from the sale of our Mangalsutras to our
Corporate Clients (33.99%, 31.78% and 30.18% in Fiscal 2025, Fiscal 2024 and Fiscal 2023), retailers
(54.47%, 54.13% and 52.46% in Fiscal 2025, Fiscal 2024, and Fiscal 2023) and wholesalers (11.50%, 14.04%
and 17.31% in Fiscal 2025, Fiscal 2024, and Fiscal 2023) and we do not have long term contracts with any of
these clients. Loss of any of these clients, or the cancellation of their purchase orders, could adversely affect
our business, cash flows, financial condition, and overall results of operations.
• During Fiscal 2025, Fiscal 2024 and Fiscal 2023, the actual capacity utilisation was 69.00%, 70.00% and
66.80%, respectively of total installed capacity Under-utilisation of our manufacturing capacities and an
inability to effectively utilise our expanded manufacturing capacities could have an adverse effect on our
business, future prospects and future financial performance.
• Our Company requires significant amount of working capital for continued growth. We intend to utilise
₹2800.00 million from the total Net Proceeds towards funding our working capital requirements, and the
proposed deployment of Net Proceeds in Fiscal 2026 is based on certain assumptions and management
estimations.Our inability to meet our working capital requirements, on commercially acceptable terms, may
have an adverse impact on our business, financial condition and results of operations.
• Our business operations are supported by a single Manufacturing Facility in Mumbai, Maharashtra and any
slowdown or shutdown, could negatively impact our business, financial condition, and cash flows
• Our business is primarily concentrated in state of Maharashtra , which accounted for 49.50%, 49.21% and
44.11% of our revenue from operations for Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively.. Any
adverse development affecting such region may have an adverse effect on our business, prospects, financial
condition and results of operations.
• 100% of our revenue from operations is dependent on sale and supply of single product, Mangalsutra. Any
reduction in the sale of Mangalsutras, or our inability to manufacture and sell Mangalsutras, may have an
adverse effect on our business, results of operations, cash flows and financial condition.
22• We experienced significant increase in trade receivables from ₹ 469.93 million as of March 31, 2023 to ₹
604.69 million as of March 31, 2024 and further to ₹ 877.74 million as of March 31, 2025. 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 and results of operations.
• We do not enter into any long-term contracts with our suppliers of bullion. Any major disruption to the timely
and adequate supply of bullion to us could adversely affect our business, results of operations and financial
condition.
• We are subject to gold price fluctuations and we might not be able to procure gold at competitive prices for
use in our manufacturing process.
• We depend on our Karigars for manufacturing of Mangalsutras. If we fail to retain our Karigars, it may
adversely impact our business, results of operations and financial condition.
• We have had negative cash flows from operating activities accounting for ₹ (70.93) million and ₹(141.24)
million for the Fiscal 2025 and Fiscal 2024 respectively and may, in the future, experience similar negative
cash flows
For details regarding factors that could cause actual results to differ from expectations, please see “Risk Factors”,
“Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,
on pages 33, 172 and 300, respectively. By their nature, certain market risk disclosures are only estimates and
could be materially different from what actually occurs in the future. As a result, actual gains or losses could
materially differ from those that have been estimated.
There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will prove
to be correct. Given these uncertainties, Bidders 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. Our forward-looking
statements reflect current views as on the date of this Prospectus and are not a guarantee of future performance.
These statements are based on our management’s beliefs and assumptions, which in turn are based on currently
available information. Although we believe the assumptions upon which these forward-looking statements are
based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements
based on these assumptions could be incorrect.
Neither our Company, our Promoters, our Directors, the Book Running Lead Manager nor any of its respective
affiliates or advisors have any obligation to update or otherwise revise any statements reflecting circumstances
arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions
do not come to fruition.
In accordance with the SEBI ICDR Regulations, our Company will ensure that the Bidders in India are informed
of material developments until the time of the grant of listing and trading permission by Stock Exchanges for the
Issue.
23SUMMARY OF THE OFFER DOCUMENT
The following is a general summary of the terms of the Issue included in this Prospectus and is not exhaustive,
nor does it purport to contain a summary of all the disclosures in this Prospectus when filed, or all details relevant
to prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the
more detailed information appearing elsewhere in this Prospectus, including the sections titled “Risk Factors”,
“The Issue”, “Capital Structure”, “Objects of the Issue”, “Industry Overview”, “Our Business”, “Our
Promoters and Promoter Group”, “Restated Financial Information”, “Outstanding Litigation and Other
Material Developments” and “Issue Procedure” on pages 33, 77, 94, 108, 134, 172, 231, 238, 329, and 363,
respectively of this Prospectus.
Primary business of our Company
We are amongst the leading and specialised designers and manufacturers of Mangalsutra in India. (Source:
CareEdge Report). We are engaged in designing, manufacturing, and marketing, a varied range of Mangalsutra
studded with diverse range of stones including but not limited to, American diamond, cubic zirconia, pearl, mother
of pearl, and semi-precious stones, in 18k and 22k purity of gold, to our business-to-business (“B2B”) clients.
Mangalsutra is a traditional necklace, crafted from gold and black beads worn by married Indian women which
symbolizes marital status and is esteemed as a sacred thread that is believed to bless and extend the life of the
spouse. Our Company contributed to around 6% of organized Mangalsutra market in India in CY23 (Source:
CareEdge Report).
For further details, please see “Our Business” on page 172.
Summary of industry in which our Company operates
In CY23, the Indian mangalsutra market reached Rs. 178 billion showing a y-o-y growth of ~16%. In CY24 the
Indian mangalsutra market is expected to grow by 8% y-o-y to Rs. 192 billion. The market is expected to grow at
a compounded annual growth rate (CAGR) of 5.8% in the next 10 years to Rs 303 billion in CY32. The
Mangalsutra, a symbol of marriage, is traditionally made from gold to align with these customs. Gold is chosen
for Mangalsutras due to its association with wealth, purity, and divine blessings, which helps preserve the tradition
across generations. The surge in weddings is also driving growth in the jewellery industry, as bridal
jewellerypurchases increase with each wedding. Mangalsutra is a vital part of Indian weddings. Mangalsutras in
India are designed in numerous styles and patterns to reflect local customs and preferences. For instance, the
Maharashtrian Mangalsutra differs significantly from those in North or South India. This diversity creates a large
market for varied styles, allowing jewellers to cater to regional preferences. The trend towards customization and
personalization is growing in the jewellery industry, including for Mangalsutras. Customers increasingly seek
unique designs tailored to their tastes and preferences. This trend for personalized Mangalsutras meets the desire
for distinctiveness and individual expression. Hence in long term the market for mangal sutra is expected to remain
healthy. (Source: CareEdge Report). We face competition from both the organized and unorganised sectors of the
jewellery manufacturing and supply business and there are also several producers of varying size manufacturing
certain of the products that we sell, in various geographical markets. Listed players competing with us in the
industry include RBZ Jewellers Limited, Utssav CZ Gold Jewels Limited and Sky Gold & Diamonds Limited.
For further details, please see “Industry Overview” on page 134.
Our Promoters
The Promoters of our Company are Chetan N Thadeshwar, Mamta C Thadeshwar, Viraj C Thadeshwar and Balraj
C Thadeshwar. For further details, please see “Our Promoters and Promoter Group” on page 231.
The Issue
The following table summarizes the details of the Issue. For further details, see “The Issue” and “Issue Structure”
on pages 77 and 357, respectively.
Up to 24,300,000 Equity Shares of face value of ₹10 each for cash at
Fresh Issue of Equity Shares(1) price of ₹165 per Equity Share of face value ₹10 each (including a
premium of ₹155 per Equity Share) aggregating up to ₹4,009.20 million
of which:
24Up to 20,000 Equity Shares of face value ₹10 each aggregating up to ₹
Employee Reservation Portion
3.00 million
Accordingly:
Up to 24,280,000 Equity Shares of face value of ₹10 each aggregating up
Net Issue
to ₹4,006.20 million
(1) The Fresh Issue has been authorised by a resolution of our Board at their meeting held on December 19, 2024 and a
special resolution passed by our Shareholders at their meeting held on December 20, 2024.
The Issue and the Net Issue shall constitute 25.20% and 25.18% of the post Issue paid up Equity Share capital of
our Company. For further details, see “The Issue” and “Issue Structure” on pages 77 and 357, respectively.
Objects of the Issue
The Net Proceeds are proposed to be utilized in accordance with the details set forth below:
(₹ in million)
Sr. No. Particulars Estimated amount
1. Funding working capital requirements of our Company 2,800.00
2. General corporate purposes * 788.79
3. Total utilization of net proceeds 3,588.79
*To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the ROC. The amount
utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.
For further details, please see “Objects of the Issue” on page 108.
Aggregate pre-Issue and Post Issue shareholding of our Promoters and Promoter Group
The aggregate pre-Issue and Post Issue shareholding of our Promoters and Promoter Group as a percentage of the
pre-Issue paid-up equity and Post Issue share capital of our Company respectively is set out below:
Sr. Name of the shareholder Number of Equity Percentage of the Percentage of
No. Shares held pre-Issue paid-up the post-Issue
Equity Share paid-up Equity
capital (%) Share capital
(%)
Promoters
1. Chetan N Thadeshwar 40,265,600 55.82% 41.76
2. Mamta C Thadeshwar 20,852,000 28.91% 21.62
3. Viraj C Thadeshwar 5,506,040 7.63% 5.71
4. Balraj C Thadeshwar 5,506,040 7.63% 5.71
Promoter Group members
5. Nillu Manakchand Rathod 800 Negligible Negligible
6. Nikita Rakesh Sharma 800 Negligible Negligible
Total 72,131,280 99.99% 74.80
For further details, please see “Capital Structure” on page 94.
Shareholding of Promoter, Promoter Group and Additional top 10 Shareholders of our Company
Set out below is the shareholding of our Promoter, Promoter Group and Additional top 10 Shareholders as of the
date of allotment:
25Sr. Name Pre-Issue shareholding Post-Issue shareholding at Allotment (1)
No as at the date of this
Prospectus
Number Percentage At the lower end of the At the upper end of the
of Equity of Equity price band (₹155) price band (₹165)
Shares of Share
Number of Percentage Number of Percentage
face value capital
Equity of Equity Equity of Equity
of ₹10 (%)
Shares of Share Shares of Share
each
face value of capital (%) face value of capital (%)
₹10 each ₹10 each
Promoters
1. Chetan N 40,265,600 55.82% 40,265,600 41.76% 40,265,600 41.76%
Thadeshwar
2. Mamta C 20,852,000 28.91% 20,852,000 21.62% 20,852,000 21.62%
Thadeshwar
3. Viraj C 5,506,040 7.63% 5,506,040 5.71% 5,506,040 5.71%
Thadeshwar
4. Balraj C 5,506,040 7.63% 5,506,040 5.71% 5,506,040 5.71%
Thadeshwar
Total (A) 72,129,680 99.99 72,129,680 74.80% 72,129,680 74.80%
Promoter Group
5. Nillu 800 Negligible 800 Negligible 800 Negligible
Manakchand
Rathod
6. Nikita 800 Negligible 800 Negligible 800 Negligible
Rakesh
Sharma
Total (B) 1,600 Negligible 1,600 Negligible 1,600 Negligible
Additional top 10 shareholders (other than Promoters and Promoter Group)
7. Jayesh Dave 800 Negligible 800 Negligible 800 Negligible
Total (C) 800 Negligible 800 Negligible 800 Negligible
Total (A+B+C) 72,132,080 100.00% 72,132,080 74.80% 72,132,080 74.80%
(1) Subject to finalization of the basis of Allotment.
Summary of financial information
A summary of the financial information of our Company as derived from the Restated Financial Information for
Fiscal 2025, 2024 and 2023are as follows:
(₹ in million except for percentages)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Share Capital 721.32 89.57 89.57
Net Worth 2,008.45 1,368.47 1,057.23
Revenue from Operations 14,298.15 11,015.23 9,502.17
Profit/ (loss) after tax 611.14 311.05 233.58
Earnings per share (basic) (in ₹) 8.57 4.39 3.29
Earnings per share (diluted) (in ₹) 8.57 4.39 3.29
Net Asset Value per Equity Share 27.84 19.29 14.90
Total Borrowings 1,231.11 1,100.91 931.87
1. Net Worth is calculated as the sum of equity share capital and other equity of the Company;
2. Basic EPS = Net Profit after tax, as restated, attributable to equity shareholders divided by weighted average no. of equity
shares outstanding during the year
3. Diluted EPS = Net Profit after tax, as restated, attributable to equity shareholders divided by weighted average no. of
diluted equity shares outstanding during the year
4. The Equity shares and basic/diluted earnings per share has been presented to reflect the adjustments as per INDAS 33.
5. Net Asset Value per share = Net Worth at the end of the year divided by weighted average no. of equity shares outstanding
during the year.
6. Total borrowings is the sum of long term borrowings, short term borrowings and lease liabilities.
26For further details, please see “Restated Financial Information” on page 238.
Qualifications by the Statutory Auditors, which have not been given effect to in the Restated Financial
Information
There have been no reservations, qualifications, matters of emphasis or adverse remarks in the Restated Financial
Information of our Company for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023
and the examination report thereon.
In addition, our Statutory Auditors are required to comment upon the matters included in the Companies (Auditor's
Report) Order, 2020/ Companies (Auditor's Report) Order, 2016 (together, the “CARO Report”) issued by the
Central Government of India under Section 143(11) of the Companies Act, 2013 on the audited financial
statements as at and for Fiscal 2025 and 2024.
For a complete reproduction of the statements/comments included in the CARO Report, which do not require any
adjustments in our Restated Financial Information, please see “Restated Financial Information” and
“Management's Discussion and Analysis of Financial Conditions and Results of Operations” on pages 238 and
300, respectively.
Summary of outstanding litigations
A summary of outstanding litigation proceedings involving our Company, Directors, Promoters, Key Managerial
Personnel and Senior Management Personnel, to the extent applicable, as on the date of this Prospectus is provided
below:
Name of Entity Criminal Tax Statutory/ Disciplinary Material Aggregate
Proceedings proceedings Regulatory actions by civil amount
proceedings the SEBI or litigation involved
stock (₹ in
Exchanges milli on)*
against our
Promoter
Company
By the Company NIL NIL NIL NIL NIL NIL
Against the NIL 1 NIL NIL NIL NIL
Company
Directors (Other than Promoters)
By the Directors NIL NIL NIL NIL NIL NIL
Against the NIL NIL NIL NIL NIL NIL
Directors
Promoters
By the Promoter NIL NIL NIL NIL NIL NIL
Against the NIL 1 NIL NIL NIL 0.32
Promoter
Key Managerial Personnel
By the Key NIL N.A. NIL N.A. N.A. NIL
Managerial
Personnel
Against the Key NIL NIL NIL
Managerial
Personnel
Senior Management Personnel
By the Senior NIL N.A. NIL N.A. N.A. NIL
Management
Personnel
Against the Senior NIL NIL NIL
Management
Personnel
*To the extent quantifiable
27For further details, please see “Outstanding Litigation and Material Developments” on page 329.
Risk Factors
Investors should see “Risk Factors”, on page 33 to have an informed view before making an investment decision.
Summary of contingent liabilities and commitments
There are no contingent liabilities and commitments as on March 31, 2025 as per Ind AS 37 – Provisions,
Contingent Liabilities and Contingent Assets, derived from the Restated Financial Information.
For further details, please see “Restated Financial Information” on page 238.
Summary of related party transactions
A summary of related party transactions entered into by our Company with related parties and as disclosed in the
Restated Financial Information for Fiscal 2025, 2024 and 2023 are as follows is set forth below:
(₹ in million)
Fiscal 2025 Fiscal 2024 Fiscal 2023
Sr.
Particulars % of % of % of
No
₹ in revenue ₹ in revenue ₹ in revenue
millio from millio from millio from
n operatio n operatio n operatio
ns ns ns
Transactions with Key Management Personnel
Managerial remuneration (excluding 63.79 0.45% 36.30 0.33% 36.30 0.38%
1
perquisites)
Chetan N Thadeshwar 30.00 0.21% 19.80 0.18% 19.80 0.21%
Mamta C Thadeshwar 10.80 0.08% 6.60 0.06% 6.60 0.07%
Viraj C Thadeshwar 10.80 0.08% 6.60 0.06% 6.60 0.07%
Balraj C Thadeshwar 10.80 0.08% 3.30 0.03% 3.30 0.03%
Ritesh Doshi 0.96 0.01% 0.00 0.00% 0.00 0.00%
Rachit S Sinha 0.43 0.00% 0.00 0.00% 0.00 0.00%
2 Director's Sitting Fees 0.59 0.00% 0.00 0.00% 0.00 0.00%
Radhamanalan 0.12 0.00% 0.00 0.00% 0.00 0.00%
Nitesh Mahendra Kothari 0.13 0.00% 0.00 0.00% 0.00 0.00%
Anilkumar Mohanraj Marlecha 0.13 0.00% 0.00 0.00% 0.00 0.00%
Ruchika Agarwal 0.06 0.00% 0.00 0.00% 0.00 0.00%
Mamta C Thadeshwar 0.09 0.00% 0.00 0.00% 0.00 0.00%
Sejal Jain 0.06 0.00% 0.00 0.00% 0.00 0.00%
3 Interest Expenses 0.00 0.00% 0.00 0.00% 8.13 0.09%
Chetan N Thadeshwar 0.00 0.00% 0.00 0.00% 3.45 0.04%
Chetan N. thadeshwar HUF 0.00 0.00% 0.00 0.00% 0.67 0.01%
Mamta C Thadeshwar 0.00 0.00% 0.00 0.00% 2.83 0.03%
Viraj C Thadeshwar 0.00 0.00% 0.00 0.00% 1.02 0.01%
28Fiscal 2025 Fiscal 2024 Fiscal 2023
Sr.
Particulars % of % of % of
No
₹ in revenue ₹ in revenue ₹ in revenue
millio from millio from millio from
n operatio n operatio n operatio
ns ns ns
Viraj C Thadeshwar HUF 0.00 0.00% 0.00 0.00% 0.16 0.00%
4 Professional Fees 0.08 0.00% 0.00 0.00% 0.00 0.00%
Sneha Ritesh Doshi 0.08 0.00% 0.00 0.00% 0.00 0.00%
5 Loan taken 119.44 0.84% 4.39 0.04% 5.95 0.06%
Chetan N Thadeshwar 65.37 0.46% 1.95 0.02% 0.00 0.00%
Mamta C Thadeshwar 43.58 0.30% 1.40 0.01% 2.60 0.03%
Viraj C Thadeshwar 5.50 0.04% 1.04 0.01% 2.60 0.03%
Viraj C Thadeshwar HUF 0.00 0.00% 0.00 0.00% 0.75 0.01%
Chetan Thadeshwar HUF 0.00 0.00% 0.00 0.00% 0.00 0.00%
Balraj C Thadeshwar 5.00 0.03% 0.00 0.00% 0.00 0.00%
6 Loan repaid 50.78 0.36% 0.00 0.00% 35.78 0.38%
Chetan N Thadeshwar 30.80 0.22% 0.00 0.00% 19.62 0.21%
Chetan N Thadeshwar HUF 11.47 0.08% 0.00 0.00% 0.40 0.00%
Mamta C Thadeshwar 5.50 0.04% 0.00 0.00% 15.76 0.17%
Balraj C Thadeshwar 0.00 0.00% 0.00 0.00% 0.00 0.00%
Viraj C Thadeshwar 0.00 0.00% 0.00 0.00% 0.00 0.00%
Viraj C Thadeshwar HUF 3.01 0.02% 0.00 0.00% 0.00 0.00%
Balance Outstanding During the Year
(₹ in million)
Sr. Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No
Transactions with Key Management Personnel
1 Loan taken 186.73 118.07 113.68
Chetan N Thadeshwar 80.00 45.43 43.48
Mamta C Thadeshwar 76.26 38.19 36.79
Viraj C Thadeshwar 25.47 19.97 18.94
Balraj C Thadeshwar 5.00 0.00 0.00
Viraj C Thadeshwar HUF 0.00 3.01 3.01
Chetan N. thadeshwar HUF 0.00 11.47 11.46
2 Remuneration payable 9.80 56.92 37.26
Chetan Thadeshwar 2.65 39.66 27.66
Mamta Thadeshwar 0.15 6.65 2.57
Viraj C Thadeshwar 4.39 6.78 4.54
Balraj C Thadeshwar 2.41 3.83 2.49
29Sr. Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No
Ritesh Doshi 0.09 0.00 0.00
Rachit S Sinha 0.10 0.00 0.00
Sneha Ritesh Doshi 0.01 0.00 0.00
Note: Percentage from Revenue from Operations are appearing as “₹ 0.00’’ due to presentation of figures in million
For details of the related party transactions, as per the requirements under Ind AS 24 ‘Related Party Disclosures’
and as reported in the Restated Financial Information, see “Restated Financial Information – Note 33: Related
Party Disclosures” on page 271.
Financing Arrangements
There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our
Directors and their relatives (as defined under Companies Act, 2013) 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 Prospectus.
Weighted average price at which the Equity Shares were acquired by our Promoters in one year preceding
the date of this Prospectus
The weighted average price at which the Equity Shares were acquired by our Promoters in one year preceding the
date of this Prospectus is as follows:
Number of Equity Shares Weighted average price per
Name of the Promoter acquired in one year preceding Equity Share (in ₹) *
the date of this Prospectus
Chetan N Thadeshwar 1,200,000 24#
Mamta C Thadeshwar 18,245,500 Nil^
Viraj C Thadeshwar 4,817,785 Nil^
Balraj C Thadeshwar 4,817,785 Nil^
*As certified by our Statutory Auditor, M/s T R Chadha & Co LLP, Chartered Accountants pursuant to their certificate dated
September 12, 2025
# Represent 150,000 shares reissued after forfeiture which has also been adjusted pursuant to bonus issue in the ratio of 7:1
and issue of 34,182,400 shares for the nil consideration
^Nil consideration on account of issue of bonus shares
For further details, see “Capital Structure” on page 94.
Weighted average cost of acquisition of all Equity Shares transacted by the shareholders in the three years,
eighteen months and one year preceding the date of this Prospectus
Weighted average cost of acquisition of all Equity Shares transacted by the shareholders in the three years,
eighteen months and one year preceding the date of this Prospectus is set forth below:
Particulars Weighted Average Cost Cap Price is ‘X’ times Range of acquisition
of Acquisition (WACA) the Weighted Average price Lowest Price-
(in ₹) Cost of Acquisition Highest Price (in ₹)
Last 3 years 24# 6.88 Nil-192
Last 18 months 24# 6.88 Nil-192
Last 1 year 24# 6.88 Nil-192
As certified by our Statutory Auditor, M/s T R Chadha & Co LLP, Chartered Accountants pursuant to their certificate dated
September 12, 2025.
# Represent shares reissued after forfeiture which has also been adjusted pursuant to bonus issue in the ratio of 7:1
Average cost of acquisition of Equity Shares held by our Promoters
The average cost of acquisition of Equity Shares held by our Promoters set forth in the table below:
30Name of shareholder Number of Equity Shares held Average cost of Acquisition per
Equity Share (in ₹)*
Chetan N Thadeshwar 40,265,600 1.99
Mamta C Thadeshwar 20,852,000 1.32
Viraj C Thadeshwar 5,506,040 1.33
Balraj C Thadeshwar 5,506,040 1.31
*As certified by our Statutory Auditor, M/s T R Chadha & Co LLP, Chartered Accountants pursuant to their certificate dated
September 12, 2025.
Details of the price at which Equity Shares were acquired in the last three years immediately preceding the
date of this Prospectus by our Promoters, members of our Promoter Group and the Shareholders with
special rights
There are no Shareholders with nominee director or other special rights.
Except as stated below, none of our Promoters, members of our Promoter Group have acquired any Equity Shares
in the three years immediately preceding the date of this Prospectus:
Acquisition
Number of
Name of Date of Face Value price per Nature of
Equity Shares
Shareholder acquisition (₹) Equity Share Transaction
acquired*
(in ₹)
Promoters
Chetan N Thadeshwar November 28, 150,000 10.00 192.00 Re-issue of
2024 Forfeited Shares
November 30, 35,232,400 10.00 Nil Bonus Issue
2024
Mamta C Thadeshwar November 30, 18,245,500 10.00 Nil Bonus Issue
2024
Viraj C Thadeshwar November 30, 4,817,785 10.00 Nil Bonus Issue
2024
Balraj C Thadeshwar November 30, 4,817,785 10.00 Nil Bonus Issue
2024
Promoter Group
Nikita Rakesh Sharma November 27, 100 10.00 Nil Transfer from
2024 Balraj C
Thadeshwar by
way of gift
November 30, 700 10.00 Nil Bonus Issue
2024
Nillu Manakchand November 27, 100 10.00 Nil Transfer from
Rathod 2024 Viraj C
Thadeshwar by
way of gift
November 30, 700 10.00 Nil Bonus Issue
2024
Other Shareholders with special rights –Nil
*As certified by our Statutory Auditor, M/s T R Chadha & Co LLP, Chartered Accountants pursuant to their certificate dated
September 12, 2025.
None of our Company’s Promoters, members of Promoter Group have acquired any preference shares in the last
three years immediately preceding the date of this Prospectus.
Details of pre-IPO Placement
Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Prospectus
31until grant of listing and trading permission by the Stock Exchanges.
Issuance of Equity Shares for consideration other than cash in the last one year
Except as set out below, our Company has not issued any Equity Shares for consideration other than cash in the
one year preceding the date of this Prospectus:
Date of allotment Reason for Number of Face value Issue Price Benefits
allotment Equity Shares (₹) (₹) accrued to our
allotted Company
November 30, Bonus 6,31,15,570 10 Nil -
2024
Notes:
(1) Allotment of 3,52,32,400 Equity Shares to Chetan N Thadeshwar, 1,82,45,500 Equity Shares to Mamta C Thadeshwar,
48,17,785 Equity Shares to Viraj C Thadeshwar, 48,17,785 Equity Shares to Balraj C Thadeshwar, 700 Equity Shares
to Nillu Manakchand Rathod, 700 Equity Shares to Nikita Rakesh Sharma and 700 Equity Shares to Jayesh
Navinchandra Dave pursuant to the bonus issue of 7 Equity Shares for every 1 Equity Share held.
Split/consolidation of Equity Shares in the last one year
Our Company has not undertaken split or consolidation of its Equity Shares in the one year preceding the date of
this Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
As on the date of this Prospectus, we have not sought any exemption from SEBI from complying with any
provisions of securities laws including SEBI ICDR Regulations from SEBI, in respect of the Issue.
32SECTION II: RISK FACTORS
An investment in Equity Shares involves a high degree of risk. Prospective investors should carefully consider all
the information in this Prospectus, including the risks and uncertainties described below, before making an
investment in our Equity Shares. In making an investment decision, prospective investors must rely on their own
examination of our Company and the terms of this Issue including the merits and risks involved. Any potential
investor in, and subscriber of, the Equity Shares should also pay particular attention to the fact that we are
governed in India by a legal and regulatory environment which in some material respects may be different from
that which prevails in other countries. The risks and uncertainties described in this Section are not the only risks
and uncertainties we currently face. Additional risks and uncertainties not known to us or that we currently deem
immaterial may also have an adverse effect on our business. If any of the following risks, or any other risks that
are not currently known or are currently deemed immaterial, actually occur, our business, results of operations
and financial condition could suffer, the price of our Equity Shares could decline, and you may lose all or any
part of your investment. Additionally, our business operations could also be affected by additional factors that are
not presently known to us or that we currently consider as immaterial to our operations.
Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify
the financial or other implications of any of the risks mentioned herein. Unless otherwise stated, the financial
information of our Company used in this Section is derived from our Restated Financial Information prepared in
accordance with Ind AS and the Companies Act and restated in accordance with the SEBI ICDR Regulations. To
obtain a better understanding, you should read this Section in conjunction with “Our Business” on page 172,
“Industry Overview” on page 134 and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on page 300 as well as other financial information contained herein. For capitalized terms
used but not defined herein, see “Definitions and Abbreviation” on page 1.
Materiality:
The Risk Factors have been determined on the basis of their materiality. The following factors have been
considered for determining the materiality of Risk Factors:
• Some risks may not be material individually but may be material when considered collectively;
• Some risks may have an impact which is qualitative though not quantitative; and
• Some risks may not be material at present but may have a material impact in the future.
The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the
risk factors mentioned below. However, there are risk factors where the impact may not be quantifiable and hence
the same has not been disclosed in such risk factors. Unless otherwise stated, the financial information of the
Company used in this Section is derived from our financial information under Ind AS, as restated in this
Prospectus. Unless otherwise stated, we are not in a position to specify or quantify the financial or other risks
mentioned herein. The numbering of the risk factors has been done to facilitate ease of reading and reference and
does not in any manner indicate the importance of one risk factor over another.
Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws
of India and is subject to a legal and regulatory environment which may differ in certain respects from that of
other countries. This Prospectus also contains forward-looking statements that involve risks, assumptions,
estimates and uncertainties. Our actual results could 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 Prospectus. For further details, see “Forward-Looking Statements” on page 22.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled Industry Research Report on Indian Gems and Jewellery Sector dated December 04, 2024,prepared
and issued by CARE (the “CareEdge Report”), which has been exclusively commissioned and paid for by our
Company in connection with the Issue pursuant to an engagement letter dated July 03, 2024. CARE is an
independent agency which has no relationship with our Company, our Promoters and any of our Directors or
KMPs or SMPs. Unless otherwise indicated, financial, operational, industry and other related information derived
from the CareEdge Report and included herein with respect to any particular year refers to such information for
the relevant calendar year. A copy of the CareEdge Report is available on the website of our Company at
www.shringar.ms until the Bid/Issue Closing Date.
Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial
or other implications of any of the risks described in this Section. In making an investment decision, prospective
33investors must rely on their own examination of our Company and the terms of the Issue including the merits and
risks involved. You should consult your tax, financial and legal advisors about the particular consequences to you
of an investment in our Equity Shares.
In this Prospectus, any discrepancies in any table between total and sums of the amount listed are due to rounding
off.
Unless the context otherwise requires, in this section, references to “we”, “us”, “our”, “Our Company”,
“Shringar” and “SHOML” refer to Shringar House of Mangalsutra Limited.
INTERNAL RISK FACTORS
1. We derive a significant portion of our revenue from operations from the sale of our Mangalsutras to our
Corporate Clients (33.99%, 31.78% and 30.18% in Fiscal 2025, Fiscal 2024 and Fiscal 2023), retailers (54.47%,
54.13% and 52.46% in Fiscal 2025, Fiscal 2024, and Fiscal 2023) and wholesalers (11.50%, 14.04% and
17.31% in Fiscal 2025, Fiscal 2024, and Fiscal 2023) and we do not have long term contracts with any of these
clients. Loss of any of these clients, or the cancellation of their purchase orders, could adversely affect our
business, cash flows, financial condition, and overall results of operations.
We derive our revenue from sale of Mangalsutras through our retailers, wholesalers and Corporate Clients.
However, a significant portion of our revenue from operations is derived from the sale of our products to a limited
number of our Corporate Clients. The table set forth below provides the brief details of our revenue from
operations during the Fiscals 2025, 2024 and 2023:
(₹ in million unless otherwise stated)
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
No. of No. of No. of
Amount % Amount % Amount %
clients clients clients
Corporate 34 4,859.85 33.99 33 3,500.31 31.78 32 2,867.78 30.18
Clients
Retailers 1,089 7,788.53 54.47 832 5,962.24 54.13 872 4,984.53 52.46
Wholesalers 81 1,644.04 11.50 96 1,547.06 14.04 84 1,644.54 17.31
Others* - 5.73 0.04 - 5.62 0.05 - 5.33 0.06
Total 1,204 14,298.15 100.00 961 11,015.23 100.00 988 9,502.17 100.00
*Others include hallmarking charges received.
As certified by our J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 01, 2025.
We also derive revenue from manufacturing and supply of Mangalsutras on a job-work basis for some of our
Corporate Clients i.e. leading jewellery brands having their own chain of jewellery stores spread across the country
and overseas.
Our revenues may be adversely affected if there is an adverse development with any of our Corporate Clients,
including as a result of a dispute with or our disqualification by any Corporate Clients, which may result in
significant reduction in our orders from such Corporate Clients, and thereby decline in our revenue, cash flows
and liquidity. Further, if our Corporate Clients are able to fulfil their requirements through any of our existing or
new competitors providing products with better quality, design, collection or cheaper cost, we may lose a
significant portion of our business and revenue. Although, we have not faced any substantial decline in our revenue
from our Corporate Clients segment during the last three Fiscals, we cannot assure you that we will be able to
maintain the current level of business with them in the future.
Further, we derive a significant portion of our revenue from our top clients to whom we supply our manufactured
Mangalsutras. The table set forth below provides the revenue from operations and revenue contribution from sale
of Mangalsutra as a percentage of our total revenue from our top one (1), top five (5) and top ten (10) clients, for
Fiscals 2025, 2024 and 2023:
34(₹ in million unless otherwise stated)
Fiscal 2025 Fiscal 2024 Fiscal 2023
Client
Revenue from
Concentration Revenue from % of revenue Revenue from % of revenue
% of revenue from operations (₹ in
operations (₹ from operation operations (₹ in from operation
operation (in %) million)
in million) (in %) million) (in %)
Top 1 2,187.69 15.31 1,418.29 12.88 1,452.25 15.28
Top 5 4,539.42 31.76 3,388.86 30.77 3,053.26 32.13
Top 10 5,705.38 39.92 4,338.82 39.39 3,766.67 39.64
As certified by J F Jain & Co., Independent Chartered Accountant pursuant to their certificate dated September 01, 2025.
We do not have long-term contractual arrangement with any of our retail and wholesale clients nor have we entered
into such arrangements with any of our Corporate Clients. Instead, we rely on purchase orders to govern the
volume and other terms of our sales. In the absence of such long-term contracts, there can be no assurance that
our existing clients will continue to purchase our products. Therefore, there are no past instances of termination
of contracts before the completion of its term.
While we believe that we have maintained good and long-standing relationships with our clients, for instance, our
key five (5) clients, which include Malabar Gold Limited, Purushottam Narayan Gadgil Saraf & Jewellers, Kubde
Jewellers Private Limited, R B Jewellers Private Limited and P N Gadgil Jewellers Limited who have been
associated with us for over ten (10) years. However, there can be no assurance that we will continue to have such
long-term relationship with them. Moreover, the composition of revenue generated from our client segment might
change as we continue to add new clients in the normal course of business.
We may continue to remain dependent upon our key clients for a substantial portion of our revenues. If such clients
undergo a fall in their business, cease doing business with us or substantially reduce their dealings with us, our
revenues could decline, which could have adverse effect on our business, financial condition and results of
operations. Further, the loss of all or a significant portion of sales to any of our top clients, for any reason including
our inability to negotiate favorable terms, failure to meet their quality or design specification, our inability to
respond to change in market trends, customer preferences, economic changes, shortage of skilled labour, our
disputes with these clients, adverse changes in their financial condition, insolvency or bankruptcy of these clients,
decrease in their sales, any action undertaken by the government affecting business of these clients, etc. could
have an adverse impact on our business, financial condition, results of operations, and cash flows.
Further, these clients may change their outsourcing strategy by carrying out work in-house, replacing us with our
competitors, or replacing our product with alternative products which we do not supply. Also, these clients may
demand price reductions, and we cannot assure you that we will be able to offset any reduction of prices to these
clients with reductions in our costs.
While we have not encountered any significant loss of business and revenue from our top clients during the past
three Fiscals, there can be no assurance that we would not lose any of our top clients in the future. Further, any
loss of our major clients may reduce our sales and affect our estimates of anticipated sales, and may have an
adverse effect on our business, results of operations, financial condition and cash flows.
2. During Fiscal 2025, Fiscal 2024 and Fiscal 2023, the actual capacity utilisation was 69.00%, 70.00% and
66.80%, respectively of total installed capacity Under-utilisation of our manufacturing capacities and an
inability to effectively utilise our expanded manufacturing capacities could have an adverse effect on our
business, future prospects and future financial performance.
We operate one single Manufacturing Facility in Maharashtra, India with total installed capacity of 2,500 kg p.a.
as of March 31, 2025. Our business is dependent on our ability to operate our Manufacturing Facility at certain
utilization levels, which is subject to various operating risks, including productivity of our workforce, labour
disputes, workforce shortage, compliance with regulatory requirements, and those beyond our control, such as
equipment breakdown and failure, disruption in electric power or water resources, fire or industrial accidents, and
severe weather conditions and nature disaster. While we have not experienced any of the above risks in the past
35three Fiscals that had an adverse impact on our business operations and financial conditions, we cannot assure you
that these risks will not arise in the future.
The table below sets forth a summary of the installed capacity and capacity utilization (owned and job work) at
our Manufacturing Facility for the periods stated:
Facility Fiscal 2025 Fiscal 2024 Fiscal 2023
Installed Actual Installed Actual Installed Actual
capacity / production / capacity / production / capacity / production /
Capacity Capacity Capacity Capacity Capacity Capacity
available Utilisation available Utilisation available Utilisation
(%) (%) (%)
Manufacturing 2,500 kg p.a. 1,724.91 kg / 2,500.00 kg 1,749.97 kg / 1,850.00 1,235.74 kg/
Facility 69.00% p.a. 70.00% 66.80%
Notes:
(1) Installed capacity represents the installed capacity as of the last date of the relevant Fiscal. The installed capacity is based
on various assumptions and estimates, including standard capacity calculation practice in the industry. Assumptions and
estimates taken into account for measuring installed capacities include 25 working days/month and 12 months in a year, at 1
shift per day operating for 10 hours per shift.
(2) Actual production represents quantum of production in the relevant Fiscal.
(3) Capacity utilization has been calculated on the basis of actual production in the relevant Fiscal divided by the available
capacity during such Fiscal.
As certified by Sharjeel Aslam Faiz, independent chartered engineer, by certificate dated September 01, 2025.
For details in relation to our manufacturing facilities and installed capacity and capacity utilization of our products,
see “Our Business — Manufacturing Capacity and Capacity Utilization” on page Capacity Utilization189. If we
are unable to expand the manufacturing capacity at our Manufacturing Facility, we may be unable to capitalise on
growth opportunities in the market, as our ability to scale production may be limited without additional capital
expenditure or improvements to our manufacturing processes. In the event of a sudden surge in customer demand
or the receipt of large-volume orders, we may not be able to scale up production in a timely manner, which could
result in delayed deliveries and potential loss of business opportunities. Any inability to respond effectively to
fluctuations in demand could adversely affect our r business, future prospects, and financial performance.
Further, under-utilization of our manufacturing capacities over extended periods, or significant under-utilization
in the short term, could also adversely affect our business and results of operations. We cannot assure you that
there will not be any significant disruptions in our operations in the future.
3. Our Company requires significant amount of working capital for continued growth. We intend to utilise
₹2,800.00 million from the total Net Proceeds towards funding our working capital requirements, and the
proposed deployment of Net Proceeds in Fiscal 2026 is based on certain assumptions and management
estimations. Our inability to meet our working capital requirements, on commercially acceptable terms, may
have an adverse impact on our business, financial condition and results of operations.
As on June 30, 2025, our Company had a total sanctioned limit of ₹1,450.00 million towards working capital loan
facilities. For further details, see “Financial Indebtedness” on page 293. Our working capital requirements for last
three Fiscals are as under;
(₹ in million)
Fiscal Fiscal 2024 Fiscal 2023
Particulars
2025(Actual) (Actual) (Actual)
Current Assets
Inventories 2,280.59 1,438.26 1,037.59
Trade Receivables 877.74 604.69 469.93
Other Current Assets 58.33 16.10 17.66
3,216.66
Total Current Assets (A) 2,059.05 1,525.18
36Fiscal Fiscal 2024 Fiscal 2023
Particulars
2025(Actual) (Actual) (Actual)
Current Liabilities
Trade Payables 434.85 92.29 29.59
Other Current Liabilities and Provisions 83.32 88.88 95.84
Total Current Liabilities (B) 518.17 181.17 125.43
Total Working capital Requirement (A-B) 2,698.49 1,877.88 1,399.75
Funding Pattern
Short term borrowings from banks and others 1,154.18 983.36 577.47
Internal Accruals and Equity 1,544.31 894.52 822.28
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 01, 2025
Our business requires a substantial amount of working capital, primarily to finance the purchase of raw
materiali.e., gold, which require immediate payment. However, our clients include retailers, wholesalers and
Corporate Clients, to whom we need to provide an average credit period of approximately 15-25 days, thus
affecting our working capital requirement. Our working capital requirements may increase due to any longer
payment schedules for our clients and also due to shorter credit period from our suppliers. Further, we also require
working capital to finance the production cycle and also to hold inventory of raw material and finished goods to
facilitate the sales. We intend to utilise ₹2,800.00 million from the total Net Proceeds for funding our working
capital requirements. Further, the proposed deployment of Net Proceeds in Fiscal 2026 for funding working capital
requirements, which is based on management estimates, certain assumptions and has also been certified by our
Independent Chartered Accountant, J F Jain & Co. For details, see “Objects of the Issue” on page 108. Our business
requires significant working capital, and the actual amount of our future working capital requirements may differ
from estimates as a result of, among other factors, unanticipated expenses, availability of raw materials, growth in
revenue, changes in the terms of our financing arrangements with our lenders. External factors such as market and
economic conditions and developments not be within the control of our management may also affect deployment
and return on capital. Any delay in the Issue may impact the funding of our working capital requirements, and
adversely affect our business, operations, cash flows and financial condition.
In addition to the requirement of funds as provided in “Objects of the Issue – Funding working capital
requirements of our Company” on page 109, we may need to obtain additional financing in the normal course of
business from time to time as we expand our operations. We may not be successful in obtaining additional funds
in a timely manner and/or on favourable terms including rate of interest, primary security cover, collateral security,
terms of repayment, or at all. Moreover, certain of our loan documents contain provisions that limit our ability to
incur future debt. If we do not have access to additional capital, we may be required to delay, scale back or abandon
some or all of our plans or growth strategies or reduce capital expenditures and the size of our operations may get
constrained.
4. Our business operations are supported by a single Manufacturing Facility, located in Mumbai, Maharashtra.
A slowdown or shutdown in our manufacturing operations or any adverse development affecting such region
could have an adverse effect on our business, results of operations, financial condition and cash flows.
Our single Manufacturing Facility is located at A-3/1, 3rd floor, Todi Estate, Sun Mill Compound, Lower Parel
(West), Mumbai 400013, Maharashtra, India. Our business is vulnerable to regional conditions and economic
downturns in the region. Any unforeseen events or circumstances that negatively affect this area could adversely
affect our sales and profitability. These factors include, among other things, changes in demographics, population
and income levels. In addition, our business may also be susceptible to regional natural disasters and other
catastrophes, such as telecommunications failures, cyber-attacks, fires, riots, political unrest or terrorist attacks.
Any adverse social, political or economic development, natural calamities, civil disruptions, or changes in the
policies of the local governments in this region could adversely affect operations at our Manufacturing Facility.
Natural disasters such as earthquakes, extreme climatic or weather conditions such as floods, droughts, or diseases
heightened or particular to the region, may adversely impact the supply of raw material, end-products, local
transportation and operations at our Manufacturing Facility. Such disruptions to supply would materially and
adversely affect our business, profitability and reputation.
While we have not experienced any of the above risks in the past three Fiscals that had an adverse impact on our
business operations and financial conditions, we cannot assure you that these risks will not arise in the future.
37Except as disclosed below, during the past three Fiscals, there has not been any instance where our Manufacturing
Facility was shut down or any malfunctions or breakdown in our machinery occurred, we cannot assure you that
such instance will not arise in the future.
Prior to November, 2019, our manufacturing facility was located at Unit no. 415, 4th Floor, Tanvi’s Diamoda Gold
Industrial Estate Cooperative Society Ltd., Tanvi Complex, S.V. Road, Dahisar (E), Mumbai 400068 and taken
by us on a leave and license basis. However, we voluntarily vacated the premises due to operational
inconveniences, and from December, 2021 we relocated to our current Manufacturing Facility. During this interim
period, we outsourced our manufacturing operations to Karigars and we did not face any material adverse effects
on our business, financial condition and revenue of operations due to relocation of our manufacturing facility.
5. Our business is primarily concentrated in state of Maharashtra, which accounted for 49.50%, 49.21% and
44.11% of our revenue from operations for Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively. Any adverse
development affecting such region may have an adverse effect on our business, prospects, financial condition
and results of operations.
Majority of our revenue from operations is generated from the sales in state of Maharashtra. The following table
sets forth our revenue from operations from Maharashtra for the periods indicated:
(₹ in million unless otherwise stated)
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
Amount Percentage of Percentage of Percentage of
Amount Amount
(₹ million) Revenue from Revenue from Revenue from
(₹ million) (₹ million)
Operations(%) Operations(%) Operations(%)
Revenue from 7,077.82
49.50 5,420.86 49.21 4,191.25 44.11
Maharashtra
In areas such as Maharashtra and Gujarat, where marriage ceremonies are highly significant, Mangalsutra sales
are particularly strong due to their ceremonial importance (source: CareEdge Report). This regional preference
for Mangalsutras in Maharashtra has significantly influenced the Company’s business strategy, market presence,
and financial performance. Due to the geographic concentration of the sale of our products in Maharashtra, our
operations are susceptible to local and regional factors, such as economic and weather conditions, natural disasters,
demographic changes, and other unforeseen events and circumstances. Consequently, any significant social,
political or economic disruption, or natural calamities or civil disruptions in this region, or changes in policies of
the state or local governments or the government of India or adverse developments related to competition in this
region, may adversely affect our business, results of operations, financial condition and cash flows. While we have
not experienced any of the above risks in the Fiscals 2025, 2024 and 2023, we cannot assure you that such risks
will not arise in the future.
6. 100% of our revenue from operations is dependent on sale and supply of single product, Mangalsutra. Any
reduction in the sale of Mangalsutras, or our inability to manufacture and sell Mangalsutras, may have an
adverse effect on our business, results of operations, cash flows and financial condition.
We manufacture single product i.e. Mangalsutras in varied designs and therefore may face loss of revenue and
business owing to any reduction in demand and/or sale of our product. The demand and sale of our products
depends on various factors such as our ability to respond to change in market trends, end-customer preferences,
the availability of alternate metals, increase in imitation jewellery, economic changes, regulatory challenges,
shortage of skilled labour, disputes with our clients, etc. Many of these factors are beyond our control, and there
is no guarantee that we will succeed in executing our strategies. Any of these factors may have an adverse effect
on the sale of Mangalsutras and our business prospects.
Any reductions or interruptions in the supply of gold, and any inability on our part to find alternate sources for the
procurement of gold, may have an adverse effect on our ability to manufacture our products in a timely or cost
38effective manner. Further, it may lead to decrease in our sales, which may have an adverse effect on our business,
financial condition, cash flows, and results of operations. Also see “Risk Factor 12- “We are dependent on a single
commodity i.e. Bullion for manufacturing of Mangalsutras and we do not enter into any long-term contracts with
our suppliers of bullion. Any major disruption to the timely and adequate supply of bullion to us could adversely
affect our business, results of operations and financial condition.” on page 44.
While we have not faced any instance of significant reduction of demand and sale of our products in the last three
Fiscals, we cannot assure you that these risks will not arise in the future. Also see “Risk Factor-14 – “We may be
unable to respond to changes in consumer demands and market trends in a timely manner” on page 46
7. We experienced significant increase in trade receivables from ₹ 469.93 million as of March 31, 2023 to ₹ 604.69
million as of March 31, 2024 and further to ₹ 877.74 million as of March 31, 2025. 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 and results of operations.
Our business depends in part on our ability to successfully obtain payments from our customers. Our trade
receivables increased from ₹ 469.93 million as of March 31, 2023 to ₹ 604.69 million as of March 31, 2024 and
further to ₹ 877.74 million as of March 31, 2025 due to increased credit terms given to our customers to stay
competitive for both Fiscals 2024 & 2025 and due to increase in gold prices. While we typically limit the credit
we extend, we may still experience losses 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. Adverse conditions could result
in financial difficulties, including insolvency or bankruptcy, for our customers, and as a result could cause
customers to delay payments to us, request modifications to their payment arrangements, all of which could
increase our receivables or default on their payment obligations to us. While there have been no instances of
material bad debts during Fiscals 2025, 2024 and 2023, there can be no assurance that we would not have any
material bad debts in the future. 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 and results of operations.
8. Our Statutory Auditors has included a remark in connection with the Companies (Auditor’s Report) Order,
2020/ Companies (Auditor’s Report) Order, 2016.
Our Statutory Auditors are required to comment upon the matters included in the Companies (Auditor’s Report)
Order, 2020/ Companies (Auditor’s Report) Order, 2016 (together, the “CARO Report”) issued by the Central
Government of India under Section 143(11) of the Companies Act, 2013 on the audited financial statements for
Fiscal 2025 and 2024.
Below are the details of the observation included in the CARO Report which does not require any corrective
adjustments to the Restated Financial Information:
For Fiscal 2025
CARO Clause (ii)(b)- Statement filed with bank
The Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, during the year,
from bank on the basis of security of current assets. The quarterly returns and statements comprising stock and
creditors statements, book debt statement filed by the Company with such banks are having following difference
with the unaudited books of accounts, of the respective quarters.
Amounts (Rs.in million)
Names of Quarter Particular
Bank Ended s Disclosed as per As per Books of Differ Remarks
Statement Accounts ence
Kotak Q1 - 30th Inventory 1751.6 1751.6 -
Mahindra June
Bank 2024 Trade 279.17 280.39 -1.22 Difference is on account of
Payable Provision for expenses
39Amounts (Rs.in million)
Names of Quarter Particular
Bank Ended s Disclosed as per As per Books of Differ Remarks
Statement Accounts ence
accounted in books of
Accounts
Trade
562.45 562.45 -
Receivable
Inventory 1873.46 1873.46 -
Difference is on account of
Kotak Advance from Customers
Q2 - 30th Trade
Mahindra 713.4 724.58 -11.18 and Provision for expenses
Sept 2024 Payable
Bank accounted in books of
Accounts
Trade Difference is on account of
1241.11 1237.45 3.67
Receivable ECL Provision
Inventory 2372.58 2372.58 -
Difference is on account of
MK aho it na dk r a DQ e3 c - 2 3 01 2s 4t PT ar ya ad be le 525.07 525.65 -0.58 P acr co ov uis nio ten d f io nr be ox op ke sn s oe fs
Bank Accounts
Trade
657.32 657.32 -
Receivable
Inventory 2280.59 2280.59 -
Difference is on account of
MK aho it na dk r a MQ a4 r - 23 01 2s 5t PT ar ya ad be le 558.99 559.57 -0.58 P acr co ov uis nio ten d f io nr be ox op ke sn s oe fs
Bank Accounts
Trade Difference is on account of
885.28 879.87 5.41
Receivable ECL Provision
For Fiscal 2024
CARO Clause (ii)(b)- Statement filed with bank
The Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, during the year,
from bank on the basis of security of current assets. The quarterly returns and statements comprising stock and
creditors statements, book debt statement filed by the Company with such banks are having following difference
with the unaudited books of accounts, of the respective quarters.
Refer Note (1) below
Amount Rs. In million
Names of Quarter
Particulars Remarks
Bank End
Disclosed as per As per Books of
Difference
Statement Accounts
Inventory 1514.85 1,438.25 76.59 Different basis is used for
valuation of Inventory,
Kotak
Trade Trade
Mahindra Q-4 31st 223.54 314.48 -90.94
Payable Payable/Receivable are
Bank March 2024
based on Unaudited
Limited
Books of Accounts, net of
616.75 604.69 12.06
advance.
40Amount Rs. In million
Names of Quarter
Particulars Remarks
Bank End
Disclosed as per As per Books of
Difference
Statement Accounts
Trade
Receivable
Inventory 1,108.27 1,107.75 0.52 Different basis is used for
valuation of Inventory,
Kotak
Q-3 31st Trade Trade
Mahindra 259.24 237.69 21.56
December Payable Payable/Receivable are
Bank
2023 based on Unaudited
Limited
Trade Books of Accounts, net of
397.5 349.74 47.76
Receivable advance.
Inventory 1,532.97 1,524.22 8.76 Different basis is used for
valuation of Inventory,
K Mo at ha ik n dra Q Se- p2 t embe3 r 0th PT ar ya ad be l e 243.57 245.29 -1.72 T Pr aa yd ae b le/Receivable are
Bank
2023 based on Unaudited
Limited
Trade Books of Accounts, net of
519.07 434.39 84.67
Receivable advance.
Inventory 1,673.88 1,643.32 30.56 Different basis is used for
valuation of Inventory,
Kotak
Trade Trade
Mahindra Q-1 30th 218.38 226.92 -8.54
Payable Payable/Receivable are
Bank June 2023
based on Unaudited
Limited
Trade Books of Accounts, net of
353.4 243.86 109.55
Receivable advance.
Further, we have taken the following steps to ensure that the same is not repeated in the future:
• We will undergo a limited review by our statutory auditors in line with the requirement to publish quarterly
financial results, providing additional scrutiny to help mitigate identified deficiencies. We have also instituted
internal periodic reviews focused on high-risk areas to ensure timely detection and resolution of variances,
supporting consistent and credible financial reporting.
• We have introduced an internal verification process for quarterly financial submissions to banks. Adjustments
such as TDS, credit/debit notes, and other reconciliations are incorporated prior to submission. The valuation
methodology used for stock statements submitted to banks has been aligned with that used in our financial
reporting to ensure consistency and accuracy.
• We have implemented a monthly reconciliation mechanism for customer and vendor accounts. This proactive
approach helps align payments, deductions, and adjustments throughout the quarter, resulting in smoother and
more accurate quarter-end reporting.
• We are upgrading our ERP and internal reporting tools to improve real-time data visibility and reduce manual
intervention. These investments aim to enhance the accuracy, reliability, and efficiency of our financial
reporting.
• We have strengthened our internal control framework. Our finance team has received training on enhanced
reporting procedures, key reconciliations are reviewed by senior finance leadership, and our Audit Committee
receives regular updates to ensure robust governance and continued oversight.
We have not faced any material impact of the above disclosures made by the auditor in their report, on our results
of operations and financial condition. However, we cannot assure that any similar matters prescribed under the
Companies (Auditor’s Report) Order, 2020, or any emphasis of matter, will not form part of our financial
statements for the future fiscal periods, which could subject us to additional liabilities due to which our reputation
41and financial condition may be adversely affected.
9. We have had negative cash flows from operating activities accounting for ₹ (70.93) million and ₹(141.24)
million for the Fiscal 2025 and Fiscal 2024 respectively and may, in the future, experience similar negative
cash flows
We have experienced negative cash flows from operating activities for the Fiscal 2025 and 2024 due to increase
in working capital, which have been partly funded out of borrowings from banks. The following table sets forth
certain information relating to our cash flows for the periods indicated below:
(₹ in million)
Fiscals
Particulars
2025 2024 2023
Net cash flow generated from/ (utilized in) (70.93) (141.24) 130.73
operating activities (A)
Net cash flow generated from/ (utilized in) (29.59) (16.83) (28.91)
investing activities (B)
Net cash flow generated from/ (utilized in) 89.71 120.81 (90.82)
financing activities (C)
The negative operating cash flow is primarily attributed to an increase in working capital requirements. During
Fiscal 2025 and Fiscal 2024, there was a significant rise in trade receivables and inventories, which consumed a
substantial portion of operating cash. Additionally, changes in other financial assets and liabilities, along with
taxes paid, further contributed to the negative cash flow. These factors reflect the growing operational demands
and adjustments in the Company's financial structure, which led to cash outflows exceeding cash inflows. Such
trends highlight the challenges in managing the working capital cycle effectively.
Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet its capital
expenditure, pay dividends, repay loans, and make new investments without raising finance from external
resources. Negative cash flows lead to a net decrease in cash and cash equivalents resulting in the need for external
financing or higher leverage, which could strain the Company’s debt servicing and financial flexibility. Negative
cash flows over extended periods, or significant negative cash flows in the short term, could materially impact our
ability to operate our business and implement our growth plans. We cannot assure you that we will not experience
negative cash flows in the future. As a result, our business, financial condition and results of operations could be
materially and adversely affected.
For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations
– Cash Flows” on page 322.
10. We do not own some of the premises from where we operate.
The premises, including our Manufacturing Facility, Registered Office and branch office are situated on leased
premises, and we do not own these premises. The following table sets forth details of our properties from where
we operate, as on the date of this Prospectus:
Sr. State Usage Area and Name of Address Nature of
No Lease Lessors/Licenso Holding
. consideration r
1. Maharasht Registered Area - 5,685 Pahlajani Unit No. B-1, On 99 Years
ra Office Sq ft. Developers Pvt. Lower Ground lease from
Ltd. Floor, Jewel June 20, 2018
Rent - ₹ World (Cotton
8,527.5 per Exch Bldg.) 175,
month Kalbadevi Road,
Bhuleshwar,
Mumbai,
Maharashtra,
India, 400002
42Sr. State Usage Area and Name of Address Nature of
No Lease Lessors/Licenso Holding
. consideration r
2. Maharasht Manufacturing Area - 8,300 a. Shyam Todi A-3/1, 3rd floor, Leave and
ra Facility Sq ft. (HUF) Todi Estate, Sun License for 5
b. Jagdish Todi Mill Compound, years from
License Fees - (HUF) Lower Parel November 8,
₹ 10,80,933 c. Motilal (West), Mumbai 2021
per month Geeta Todi 400013
Trust
d. Pradeep
Todi (HUF)
e. Triose
Private
Limited
f. Suresh Todi
(HUF)
g. Murari Todi
(HUF)
3. Delhi Branch office Area- 143.05 a. Sanjay Jain Private No. 301, On 5 year
Sq ft. b. Ashish Jain on third floor, lease from
without May 12, 2025
Rent- ₹ roof/terrace
97,500 per rights, being a
month part of property
no. 1149 situated
at Chandi
Chowk, Delhi-
110006
4. Delhi Branch office Area- 143.05 a. Sanjay Jain Private No. 302, On 5 year
Sq ft. b. Ashish Jain on third floor, lease from
without May 12, 2025
Rent- ₹ roof/terrace
97,500 per rights, being a
month part of property
no. 1149 situated
at Chandi
Chowk, Delhi-
110006
For further details in relation to our properties see “Our Business -Immovable Properties” on page 195.
The leave and license agreements entered by us set certain terms and conditions, including fixed monthly license
fee obligations, payment of outgoings, interest on delayed payments, provision of refundable security deposits,
limited rights of sub-letting, and termination rights in favour of the licensors upon the occurrence of specified
events. Further, certain leave and license arrangements include covenants that restrict any structural alterations
and require the premises to be used solely for the permitted business purposes.
In the event that we are required to vacate our current premises, we would be required to make alternative
arrangements for our office and facilities, and we cannot assure that the new arrangements will be on commercially
acceptable terms. If we are required to relocate our business operations during this period, we may suffer a
disruption in our operations or have to pay increased charges.
Further, if we are unable to renew the lease or the license or relocate on commercially suitable terms, it may have
a material adverse effect on our business, cash flows, results of operation and financial condition. Further, our
lease agreements may not be adequately stamped or registered, and we may not be able to enforce them in a court
of law in case there is any dispute with a counter-party. While we have not faced such disputes in the past, any
such incident in future could have an adverse effect on us and we may not be able to utilize the underlying property
which may have an adverse effect on our business, prospects, results of operations and financial condition.
43In the event such lease arrangements are not renewed or are terminated, it could adversely affect our operation
unless we arrange for similar premises. If we are unable to continue or renew such rental arrangement on the same
or similar terms or find alternate premises on lease on similar terms or at all, it may affect our business operations.
For information relating to properties that we have leased, see “Our Business – Immovable Property” on page 195.
This may adversely impact the continuance of our operations and business.
11. We depend on Karigars for manufacturing of Mangalsutras. If we fail to retain or engage such Karigars, it
may adversely impact our business, results of operations and financial condition.
As on June 30, 2025, we have engaged services of more than 100 Karigars. As per requirement, we collaborate
with a number of Karigars on job-work basis, which has allowed us to expand and diversify our designs and
collections. Our Karigars include individuals and firms who specialize in manufacturing Mangalsutras. We also
enter into contractual arrangement with our Karigars and as on date, we have entered into contractual arrangement
with 77 Karigars. The number of Karigars engaged by us depends on the volume of order received from our clients.
However, we are also subject to various risks associated with Karigars such as;
• Interruptions to the operations of Karigars due to work stoppages or other forms of labour unrest, accidents
any natural calamity, etc;
• failure by our Karigars to maintain their requisite licenses and approvals as also, to comply with applicable
law and the directives of relevant governmental authorities;
• significant adverse changes in the financial or business conditions of our Karigars;
• performance by our Karigars below expected levels of output or efficiency;
• the possibility that our competitors will engage our Karigars, directly or indirectly;
• any inability on our part to renew arrangement with or find replacements for existing Karigars; and
• sub-standard products impacting our production schedules or adversely impacting our relationships with key
customers.
During Fiscals 2025, 2024 and 2023, we have incurred an expense towards Karigars of ₹ 60.71 million, ₹ 72.49
million and ₹ 152.51 million constituting 0.42%, 0.66%, and 1.61% of our revenue from operation, respectively.
If we fail to retain such Karigars or are not able to identify and engage Karigars, in future, then our products may
not get adequate market response. If we are unable to achieve the desired design specifications which will result
in decrease in sales, and the same may have an adverse effect on our business, financial condition and results of
operations. While we have not faced any failures to retain our Karigars during the last three Fiscals, we cannot
assure you that we will not experience such failure in the future.
12. We are dependent on a single commodity i.e. Bullion for manufacturing of Mangalsutras and we do not enter
into any long-term contracts with our suppliers of bullion. Any major disruption to the timely and adequate
supply of bullion to us could adversely affect our business, results of operations and financial condition.
We purchase our key raw material i.e. gold on a regular basis from various bullion houses and also under the
banking facilities. Timely procurement of raw materials as well as the quality and the price at which they are
procured, play an important role in the successful operation of our business. For the Fiscals 2025, 2024 and 2023,
the volume and cash outflows related to the procurement of gold is detailed below:
Period Volume of gold Procured (in Total cost incurred toward
Kg) procurement of gold (₹ in million)
Fiscal 2025 1,505.05 11,330.63
Fiscal 2024 1,613.82 9,754.93
Fiscal 2023 1,630.68 8,510.55
44The following table sets forth the contributions towards our top suppliers for the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
Amount (₹ in % of total Amount (₹ in % of total Amount (₹ in % of total
million) purchase million) purchase million) purchase
Top 1 supplier 6,289.56 45.11% 4,848.75 45.36% 3,488.33 39.76%
Top 3 suppliers 9,648.49 69.20% 7,356.24 68.82% 6,717.61 76.57%
Top 10 suppliers 12,375.05 88.76% 7,748.03 72.49% 6,940.54 79.11%
*As certified by J F Jain & Co., Independent Chartered Accountant, pursuant to their certificate dated September 01, 2025.
Though we prefer to deal with selective bullion houses, we have not entered into any fixed supply agreement or
any other arrangement with any such bullion houses. In the absence of long-term contracts, we cannot assure you
that we will be able to continue to obtain adequate or continuous supplies of gold, in a timely manner or at all, in
the future. Any reductions or interruptions in the supply of gold, and any inability on our part to find alternate
sources for the procurement of gold, may have an adverse effect on our ability to manufacture our products in a
timely or cost-effective manner. While we have not experienced any interruptions in the supply of gold in the past
three Fiscals, we cannot assure you that such instance will not arise in the future.
The following table sets forth the cost of gold for the periods indicated
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
% of total % of total % of total
Cost of Gold Cost of Gold Cost of Gold
material material material
(₹ in million) (₹ in million) (₹ in million)
consumed consumed consumed
Gold 10,903.00 99.54% 9,738.20 99.42% 8,599.47 98.60%
*As certified by J F Jain & Co., Independent Chartered Accountant, pursuant to their certificate dated September 01, 2025.
We also procure various stones and other materials including black beads, American diamonds, cubic zircon,
pearls, mother of pearls, semi- precious stones, etc. for our Mangalsutras. We have not entered into any contractual
arrangement for the procurement of these raw materials, and source them from local market. Generally, we place
purchase orders for procurement of the same with local vendors, and the cost incurred for such materials constitute
a very miniscule portion of our total raw material procurement expenses.
Non-availability of our other raw materials on favourable terms may lead to a decline in our production and
therefore in sales and profits, which could adversely affect our business, results of operations and financial
condition. In case any of our suppliers discontinue their relationship with us, we may have to procure the raw
materials from other suppliers. Therefore, we cannot assure you that we will be able to procure adequate supplies
of raw material in the future, as and when we need them on commercially acceptable terms.
13. We may be subject to fraud, raw material or jewellery or design theft, employee negligence or similar incidents
Our operations may be subject to incidents of theft or damage to inventory in transit, prior to or otherwise while
manufacturing at our own Manufacturing Facility and inventory kept at our Registered Office. Our industry
typically encounters some inventory loss on account of employee theft, shoplifting, robbery, vendor fraud and
general administrative errors. We maintain large amounts of inventory at our Manufacturing Facility at all times.
Our security procedures are stringent to ensure our inventory is maintained securely. Our Manufacturing Facility
is equipped with closed circuit surveillance cameras linked to a digital video recorder, as well as secure vaults
with restricted access to a limited number of staff, and our Mangalsutras are placed into these vaults at the close
of business each day. We have also hired trained security team to safeguard our Manufacturing Facility and
Registered Office. For details in relation to our security systems, see “Our Business” on page 322. However,
despite these precautions, there can be no assurance that we will not experience any fraud or theft, raw material,
45employee negligence, security lapse, loss in transit or similar incidents in the future, which could adversely affect
our results of operations and financial condition. During Fiscal 2025, 2024 and 2023, expenses incurred on security
measures are ₹3.51 million, ₹2.86 million and ₹3.15 million, respectively. The cost of security measures as
percentage of total expense during the Fiscals 2025, 2024 and 2023, is 0.03%, 0.03% and 0.03%, respectively.
Instances of theft happened in the Fiscal 2024 and Fiscal 2022 wherein gold material in pieces of 561.79gm and
1,559.45gm, respectively, approximately amounting to ₹3.44 million and ₹7.73 million were stolen from one of
our Karigars on job work basis in transit and one of the Karigar took the gold intended for making jewellery but
failed to return either the gold or the finished jewellery. However, such gold were insured and our claim was
accepted and discharged.
In case of losses due to theft, fire, breakage or damage that may be caused by other casualties, flood, earthquake
or any other natural calamities, there can be no assurance that we will be able to recover from our insurers the full
or adequate amount of any such loss that we may suffer, in a timely manner. If we incur a significant inventory
loss due to third-party or employee theft or negligence and if such loss exceeds the limits of, or is subject to an
exclusion from, coverage under our insurance policies, it could have an adverse effect on our business, results of
operations and financial condition.
14. We may be unable to respond to changes in consumer demands and market trends in a timely manner.
Our success depends on our ability to identify, innovate, originate and define product and market trends, at
regional, pan India and international level, as well as to anticipate, gauge and react to rapidly changing client
demands and the changes in market in a timely manner. Our products must also appeal to clients whose preferences
may vary significantly across regions and cannot be predicted with certainty. We cannot assure you that the
demand for our products in the market will continue to grow or that we will be able to continue to develop
appealing styles or meet rapidly changing consumer demands in the future. If we misjudge the market for our
products or fail to anticipate a shift in consumer preferences, we may be faced with a reduction in revenues.
We are also subject to the risks generally associated with lack of market acceptance of new designs. Market
acceptance of new designs is subject to uncertainty, and we cannot assure you that our efforts will be successful.
Achieving market acceptance for new designs may also require substantial marketing efforts and expenditure to
increase customer demand, which could constrain our management, financial and operational resources. If new
designs introduced by us do not experience broad market acceptance, our revenues could decline. In addition, due
to the competitive nature of the jewellery market in which we operate, the innovative designs remain the key
differentiators, which normally possess a short life span. The inability of new designs or new jewellery lines to
gain market acceptance or our inability to cater changing customer preferences could adversely affect our brand
image, our business and financial condition.
Customer preferences could be affected by a variety of issues, including promotion of specific types of jewellery
by the fashion industry, change in trend, cost of the final product, promotion of contemporary designs over
traditional gold jewellery, a decrease in the perceived value and client satisfaction of the jewellery compared to
its price, the availability of alternate metals, increase in imitation or other form of market.
Although we seek to identify such trends and introduce new designs, we cannot assure you that we will be able to
introduce such products or that our products would gain client acceptance or that we will be able to successfully
compete in such new product segments. Any inability to respond to changes in consumer demands and market
trends in a timely manner could have a material adverse effect on our business, financial condition and results of
operations.
15. Our sales and revenue are subject to seasonal fluctuations and lower income in a peak season may have a
disproportionate effect on our results of operations.
Our business is subject to significant seasonal fluctuations, which can affect our sales, income, and overall
financial performance. Historically, the demand for gold jewellery, particularly bridal jewellery, is driven by
cultural events, festivals, and wedding seasons, which vary throughout the year. Our revenues and operations tend
to experience peaks and troughs based on the timing of these events. The breakup of our quarterly revenues for
Fiscal 2025, 2024 and 2023 are as under:
46Fiscal Quarter Revenue from Operations (₹ in % of Total
million) revenue
2025 Q1 2,710.65 18.96%
Q2 4,118.02 28.80%
Q3 3,955.84 27.67%
Q4 3,513.64 24.57%
Total 14,298.15 100%
2024 Q1 2,066.76 18.76%
Q2 2,834.57 25.73%
Q3 3,295.61 29.92%
Q 4 2,818.29 25.59%
Total 11,015.23 100.00%
2023 Q1 2,517.35 26.49%
Q2 2,329.00 24.51%
Q3 2,587.35 27.23%
Q 4 2,068.46 21.77%
Total 9,502.17 100.00%
Further, seasonal fluctuations may also affect our inventory management. A large buildup of inventory in
anticipation of peak periods could lead to excess stock if sales do not meet expectations. Conversely, insufficient
inventory to meet demand during peak seasons could lead to missed sales opportunities and strained relationships
with clients.
Further, seasonal fluctuations can also create cash flow volatility. While we may generate significant revenue
during peak periods, the off-season may lead to lower sales, affecting our working capital. If we are unable to
manage our cash flow effectively during slower months, it may strain our ability to meet operational expenses and
fulfill obligations.
Any lower than expected sales during certain quarters of the Fiscal year or seasonal variations in sales in the future
could have a disproportionate impact on our operating results for the Fiscal year or could strain our resources and
significantly impair our cash flows. Further, as a result of the above, our quarter-on-quarter financial results may
not be comparable or a meaningful indicator of our futuristic performance.
16. There have been instances of inadvertent filing with respect to corporate actions taken by our Company in the
past. Further, we have been non-compliant under Section 135 of the Companies Act, 2013 for the Fiscal 2022.
Consequently, we may be subject to regulatory actions and penalties.
Our Company had allotted 150,000 partly paid-up Equity Shares on November 01, 2011 to certain investors. The
investors failed to pay the call amount of ₹ 4 per Equity Share aggregating to ₹ 0.6 million in the Fiscal 2012 and
therefore the partly paid up Equity Shares were forfeited pursuant to a resolution passed by the Board of Directors
on March 31, 2012. Thereafter, such forfeited Equity Shares were re-issued to our Promoter, Chetan N Thadeshwar
on November 28, 2024 at the price of ₹ 192 per Equity Share. However, the Company inadvertently recorded such
forfeited shares as partly paid-up capital in the Form MGT-7 filed with the RoC until Fiscal 2023. To correct the
inadvertent errors, the Company filed the revised Form MGT-7 for the Fiscals 2023, 2022 and 2021 with the RoC.
Further, with respect to issuance of non-cumulative non-convertible redeemable Preference Shares, our Company
inadvertently made certain regulatory oversights. For instance, the subscription amount was inadvertently received
in the Company’s general account and utilized before the requisite allotment was made. Although these amounts
were used for immediate business requirements and the Preference Shares have since been duly redeemed. There
are no outstanding Preference Share Capital as on the date of this Prospectus. There have been no adverse actions
by RoC against these procedural oversight but we cannot assure you that there will be no adverse actions by RoC
in future, which could adversely affect our result of operations, financial performance, cash flows and our
reputation.
Our Company had inadvertently filed Form PAS-3 for allotment of 8,706,600 Equity Shares on December 17,
2021, as rights issue allotment. Although, the allotment was infact a conversion of loan into equity which was
later rectified by filing Form PAS-3 with the RoC. Furthermore, our Company had inadvertently filed the form
PAS-3, to reflect that these allotments were made for consideration other than cash while cash was received when
loan was granted to our Company. For further details, see “Capital Structure-Notes to the Capital Structure” on
47page 94.While it is unlikely to have a material financial impact on us, we cannot assure you that we will not be
subject to any penalties imposed by the competent regulatory authority in connection with these corporate records
or filings. While no disputes or regulatory actions have arisen in connection with these filings until date, we cannot
assure you that no such actions will be initiated in the future.
We have contributed ₹6.80 million, ₹5.17 million and ₹4.58 million for the Fiscals 2025, 2024 and 2023,
respectively, towards corporate social responsibility as required under Section 135(5) of the Companies Act, 2013.
However, in Fiscal 2022, there has been a delay in spending of the same and we could not transfer the unspent
amount of ₹0.73 million towards said contribution to a separate bank account before spending the same. Further,
the Company has complied with the spending of the unspent amount in the Fiscal 2023. While we have taken
corrective actions regarding past errors, there remains a possibility of future regulatory actions or penalties
17. Failure to manage our inventory could have an adverse effect on our net sales, profitability, cash flow and
liquidity
The break-up of our inventories for last 3 Fiscals are as follows:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars Quantity Quantity ₹ in Quantity ₹ in
₹ in million
(in Kgs) (in Kgs) million (in Kgs) million
Inventory 325.16 2,280.59 257.03 1,438.26 209.62 1,037.59
Our inventory turnover for the last 3 Fiscals is also disclosed below:
Inventory turnover (in
days) Fiscal 2025 Fiscal 2024 Fiscal 2023
Inventory Days 47 41 41
Our results of operations are dependent on our ability to effectively manage our inventory. To effectively manage
our inventory, we must be able to accurately estimate customer demand and supply situation and manufacture/
purchase additional inventory accordingly. If our management fails to anticipate expected customer demand, it
could adversely impact the results of operations by causing either a shortage of inventory leading to loss of revenue
and profits or an accumulation of excess inventory. Further, if we fail to sell the inventory we manufacture or
purchase, we may be required to recycle our inventory, which would lead to loss of material, additional
manufacturing costs and subsequently, an adverse impact on our revenue, profit and cash flows. The price of gold
fluctuates on the basis of demand and supply. If the price of gold decreases in future, we may not be able to recover
the cost of material which could affect our profitability. While we have not faced any such instances in the Fiscals
2025, 2024 and 2023, we cannot assure you that such instance will not occur in future. In Fiscal 2026, we expect
our inventory holding levels to rise to 52 days, primarily on account of the implementation of a new Pan-India
supply chain model. This involves partnering with third-party intermediaries or facilitators for distribution of our
products in untapped domestic markets. As a result, we will need to maintain additional finished goods with these
intermediaries for display of our Mangalsutras in local markets, which will lead to an increase in our overall
inventory levels and related operational risks.
18. We may fail to protect our intellectual property, including our designs and are susceptible to litigation for
infringement of intellectual property rights in relation to such designs. This could materially and adversely
affect our reputation, results of operations and financial condition.
Generating and maintaining recognition for our brand is critical to our business. The success of our business
depends on our ability to use our trademarks in order to compete effectively in existing markets and increase
penetration to promote our business in existing and newer markets. As on the date of this Prospectus, we have
procured 6 trademarks with the Registrar of Trademarks under the Trademarks Act, 1999 under various classes.
Further, we have filed one application for registration of trademark of logo which is currently pending
under class 16. However, there can be no assurance that we will obtain such registration for our Company. For
further details, see “Our Business – Intellectual property rights” on page 195.
48If we are unable to register our trademark for any reasons including our inability to remove objections to the
trademark application, or if any of our unregistered trademark are registered in favour of or used by a third party
in India or abroad, we may not be able to claim registered ownership of such trademark and consequently, we may
not be able to seek remedies for infringement of those trademarks by third parties other than relief against passing
off by other entities, causing damage to our business prospects, reputation and goodwill. Apart from this, any
failure to register or renew registration of our registered trademark may affect our right to use such trademark in
future.
Further, the trademark “ ” registered under class 14, 16, 35 and 38 has been assigned to our Company by
M/s Ziya Jewels, one of our Promoter Group entities under a Deed of Assignment dated July 8, 2024.
Further, we develop our Mangalsutra designs on a regular basis and do not register such designs under the Design
Act, 2000. As such, it would be difficult for us to enforce our intellectual property rights in our designs, and if our
competitors copy our designs, in particular the designs of our Mangalsutra available on our website or e-catalogue,
it could lead to a loss of revenue, which could adversely affect our results of operations and financial condition.
Further, the website on which our e-catalogue is available is owned by us but managed by third party service
provider. We may also be subject to infringement of our design due to any unauthorized act of such service
provider.
Furthermore, we also manufacture Mangalstras through our network of Karigars, providing them with raw
materials and designs. While we endeavor to oversee and monitor the production process, the third-party Karigars
may create comparable jewellery for our rivals. If our third-party Karigars do so, clients might turn to our
competitors for similar products, which might affect our business. Also, our designs may inadvertently infringe
on the intellectual property rights of other parties, exposing us to legal action. Thus, we may be sued for intellectual
property infringement related to such designs, which might harm our reputation, operations, and finances.
If our trademarks or other intellectual property are improperly used, the value and reputation of our brand could
be harmed. The measures we take to protect our intellectual property may not be adequate to prevent unauthorized
use of our intellectual property by third parties. Notwithstanding the precautions we take to protect our intellectual
property rights, it is possible that third parties may copy or otherwise infringe upon our rights, which may have an
adverse effect on our business, results of operations and financial condition. While we have not faced any instance
of infringement of trademarks in the last three Fiscals, however we cannot assure that such instance may not take
place in the future. Any such failure could materially and adversely affect our reputation, results of operations and
financial condition.
19. We do not register our Mangalsutra designs under the Designs Act, 2000 and we may suffer a loss of income
if our designs are duplicated by our competitors. Moreover, we are susceptible to litigation arising out of
infringement of designs. This could materially and adversely affect our reputation, results of operations and
financial condition.
Our Mangalsutra designs, are not registered under the Designs Act, 2000. As a result, we face the risk of
competitors copying or partially duplicating our designs, thereby eroding our competitive advantage and
potentially causing a loss of income. Without registration, our ability to enforce our rights and prevent
unauthorised use of our designs is limited, and our efforts to detect or prevent such copying may be inadequate.
Furthermore, we may be subject to litigation for alleged copyright or intellectual property infringement either by
third parties or arising from our own designs. While no such instances have occurred in the last three Fiscals, we
cannot assure you that such instances will not occur in the future. Litigation or claims of infringement regardless
of their merits could result in significant legal costs, disrupt our business operations, and divert management’s
attention from our core business activities. Any adverse outcome or settlement of such claims could materially
affect our results of operations, financial condition, and future prospects.
20. We operate in a labour-intensive industry and are subject to stringent labor laws and any strike, work stoppage
or increased wage demand by our employees or any other kind of disputes with our employees could adversely
affect our business, financial condition, results of operations and cash flows.
Our manufacturing processes are labour intensive in nature, which makes us prone to labour shortage due to
reasons such as labour availability, pandemics such as COVID- 19 etc., which may affect our ability to
manufacture and deliver our products on time. Further, if we are unable to negotiate with the labour, it could result
49in work stoppages or increased operating costs due to higher than anticipated wages or benefits. During periods
of shortages in labour, we may not be able to deliver or manufacture our products according to our previously
determined time frames, at our previously estimated product costs, or at all, which may adversely affect our
business, results of operations, cash flows and reputation.
As of June 30, 2025, we had a total of 22 designers and 166 In-house Karigars. For details, see “Our Business -
Manpower” on page 193. There can be no assurance that we will not experience any disruptions in our operations
due to any disputes with our employees, strike or work stoppage in the future. While we have not faced any such
instance in the last three Fiscals, however, occurrence of such instances in the future could have an adverse effect
on our business, financial condition, cash flows and results of operations. We are also subject to a number of
stringent labour laws that protect the interests of workers, including legislation that sets forth detailed procedures
for dispute resolution and employee removal and legislation that imposes financial obligations on employers upon
retrenchment. For further details, see, “Key Regulations and Policies in India” on page 198. If labour laws become
more stringent, it may become more difficult for us to maintain flexible human resource policies, discharge
employees or downsize, any of which could have a material adverse effect on our business, financial condition,
results of operations, cash flows and prospects.
21. We are subject to gold price fluctuations and we might not be able to procure gold at competitive prices for use
in our manufacturing process.
The availability of gold, being our key raw material, may be adversely affected due to various reasons, which
might affect our manufacturing output. The price of gold is affected by several factors, including global supply
and demand, mining costs, central bank policies, currency exchange rates, inflation, geopolitical uncertainty,
interest rates, and investor sentiment. The price of gold is often linked to commodity markets and thus subject to
fluctuation.
An increase in the price of gold may result in an increase in our income from finished goods inventory assuming
such increases do not adversely affect sales volumes. However, a significant increase in the price of gold or a
negative outlook on future gold prices could, in the short term, adversely affect our sales volumes. Further, a
sudden fall in the market price of gold may affect our ability to recover our procurement costs.
We cannot assure you that the current record-high gold rates will not rise further or be volatile in the future. While
we endeavour to adopt a price hedging policy to protect us from gold price fluctuations, there can be no assurance
that our hedging strategy will adequately protect our results of operations from the effects of fluctuations in the
prices of gold either in the short-term or long-term. Our cash flow may still be adversely affected due to any time
gap between the date of procurement of gold and the date on which we can reset the component prices for our
clients so as to account for the increase in the prices of gold.
Further, if for any reason, our primary suppliers of gold limit or discontinue their delivery of gold to us, in the
quantities we need and at prices and terms that are competitive, our ability to meet our material requirements for
our operations could be impaired, our delivery schedules could be disrupted, and our business and reputation may
be adversely affected. There have been no such instances in the past three Fiscals wherein we were unable to
procure gold for the purpose of our business. However, any increase in gold prices may cause clients to delay their
purchases, which could adversely affect our business operations and financial conditions.
22. Jewellery purchases are discretionary and often perceived as luxury purchases. Any factor negatively impacting
discretionary spending by end-consumers may adversely affect our business, results of operations, financial
condition and prospects.
Jewellery purchases are dependent on the end-consumers’ discretionary spending power and disposable income.
Various factors affect discretionary consumer spending in India, such as the cultural significance of purchasing
jewellery during weddings and festivals, disposable income, economic outlook, employment, inflation levels,
interest rates and levels of taxation, among others. Additionally, the prices of gold also affect the decision of the
end-consumers to purchase.
An economic downturn or an otherwise uncertain economic outlook in our principal markets, in any other markets
in which we may operate in the future, or on a global scale could adversely affect our consumer spending habits
and traffic, which could have a material adverse effect on our business, results of operations and financial
condition. Such adverse economic conditions include levels of employment, inflation or deflation, real disposable
income, interest rates, taxation, currency exchange rates, stock market performance, the availability of consumer
50credit, levels of consumer debt, consumer confidence, consumer perception of economic conditions and consumer
willingness to spend, all of which are beyond our control.
23. We are subject to strict quality requirements, and sales of our products is dependent on our quality controls
and assurance. Any failure to comply with quality standards may adversely affect our business prospects, cash
flows and financial performance, including cancellation of existing and future orders.
All our products and manufacturing processes are subject to stringent quality standards. As a result, any failure on
our part to maintain applicable standards and manufacture products according to prescribed quality specifications,
may lead to loss of reputation and goodwill, cancellation of the order, loss of clients, rejection of the product,
which will require us to incur additional cost, that may not be borne by the clients, which could have an adverse
impact on our business prospects and financial performance. Additionally, it could expose us to pecuniary liability
and/ or litigation.
Quality defects resulting from errors and omission may result in clients cancelling current or future orders resulting
in damage to our reputation, loss of clients, which could adversely affect our business prospects and financial
performance. While there have been certain instances of our products being returned by our clients in the past as
the products did not meet the customer’s specifications, such instances did not have a material impact on our
results of operations. There can be no assurance that our products will at all times comply with customer
specifications, and the rejection of a large volume of products could adversely affect our operations. Our Company
purchases bullion from various suppliers based on tax invoices setting out commercial terms such as weight, rate,
value, taxes, and PAN details.
The quality of our products is critical to the success of our business, which, in turn, depends on a number of factors
and experience of our quality control and assurance team. Further, all our gold jewellery products are hallmarked
by Bureau of Indian Standards (“BIS”). For details in relation to the quality control measures adopted by us, see
“Our Business – Quality Control and Assurance” on page 190. Further, our Company undertakes transactions
only through proper banking channels. Given the sectoral norms on quality, sourcing, hallmarking, and AML/KYC
compliance, any non-compliance may expose us to regulatory scrutiny, penalties, or reputational harm. While
there have been no such instances in the past three Fiscals of any significant failure or deterioration of our quality
control system. However, any such failure or deterioration could result in defective or substandard products,
which, in turn, may result in delays in the delivery of our products and the need to replace defective or substandard
products. .
24. We may be unable to attract and retain employees with the requisite skills, expertise and experience, which
would adversely affect our operations, business growth and financial results.
Our ability to provide high-quality products and to manage the complexity of our business depends, in part, on
our ability to retain and attract skilled and qualified manpower in the areas of management, product design,
manufacture, sales and information technology. Competition for such personnel is intense and the cost of retaining
or replacing such personnel may affect our profitability. In addition, our strategies for growth have placed, and
are expected to continue to place, increased demands on our management’s and employees’ skills and resources.
Our employees may terminate their employment with us prematurely and we may not be able to retain them. The
details of attrition rate of employees of the Company for last three Fiscals are as under:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Average number of employees 222 285 292
Number of employees left/retired 42 42 43
Attrition rate (%) 18.93 14.74 14.73
If we experience any failure to attract and retain competent personnel or any material increase in manpower costs
as a result of the shortage of skilled manpower, our competitiveness and business would be damaged, thereby
adversely affecting our financial condition and operating results. Further, if we fail to identify suitable
replacements of our departed staff, our business and operation could be adversely affected and our future growth
and expansions may be inhibited.
25. Our Company, Promoters and Directors are parties to certain legal proceedings. Any adverse decision in such
proceedings may have a material adverse effect on our business, results of operations and financial condition.
51Our Company, Promoters and Director are parties to certain legal proceedings. These legal proceedings are
pending at different stages before various courts, tribunals and forums. The outcomes of these legal proceedings
are uncertain and could lead to adverse orders against our Company, Promoters and Directors. Legal expenses,
regulatory challenges, and potential sanctions arising from these proceedings may put a strain on our financial
resources and impact our profitability. In the event of any adverse rulings in these proceedings or levy of penalties
/ fines by courts, tribunals and forums, our Company may need to make payments or make provisions for future
payments. Furthermore, adverse publicity and negative perceptions associated with criminal litigations can affect
our reputation, leading to potential loss of client trust and business opportunities. It may also impact our ability to
secure contracts, licenses, or permits required for our operations.
The following table sets forth a summary of the litigation proceedings involving our Company, Directors and our
Promoters in accordance with the Materiality Policy. For further details of such outstanding legal proceedings, see
“Outstanding Litigation and Material Developments” on page 329.
(₹in million unless otherwise stated)
Name of Criminal Tax Statutory/ Disciplinary Material Aggregate
Entity proceedings Proceedings Regulatory action by civil amount
Proceedings the SEBI or litigation involved*
stock
exchange
against our
Promoters
Company
By the NIL NIL NIL NIL NIL NIL
company
Against the NIL 1 NIL NIL NIL NIL
Company
Directors
By the NIL NIL NIL NIL NIL NIL
Directors
Against the NIL NIL NIL NIL NIL NIL
Directors
Promoters
By the NIL NIL NIL NIL NIL NIL
Promoters
Against the NIL 1 NIL NIL NIL 0.32
Promoters
Key Managerial Personnel
By the Key NIL N.A. NIL N.A. N.A. NIL
Managerial
Personnel
Against the NIL NIL NIL
Key
Managerial
Personnel
Senior Management Personnel
By the Senior NIL N.A. NIL N.A. N.A. NIL
Management
Personnel
Against the NIL NIL NIL
Senior
Management
Personnel
*to the extent quantifiable
We cannot assure that any of the aforementioned litigations will be settled in our favour, or that no further liability
will arise out of these proceedings. Even if we are successful in defending such cases, we will be subjected to legal
and other costs relating to defending such litigation, and such costs could be substantial. The amounts claimed in
these proceedings have been disclosed to the extent ascertainable. All of the above ongoing matters could result
in financial losses, reputational damage, and disruptions to our Company’s business operations, in the event any
52adverse orders are passed against our Company/Directors.
While we have not incurred any material penalties / fines due to any adverse rulings in the last three (3) Fiscals
such payments or provisions may increase our expenses and current or contingent liabilities and also, adversely
affect our reputation, business, financial condition and results of operation in future.
26. We are dependent on specialised third-party logistics providers for the supply of materials for our
manufacturing process and delivery of our finished products.
Our success depends on the supply and transportation of raw materials to our Manufacturing Facility and/or
Registered Office from suppliers, as well as the delivery of finished products from our Manufacturing Facility
and/or Registered Office to clients. These processes are subject to various uncertainties and risks. We use
specialised third-party logistic providers for the delivery of materials to Manufacturing Facility and/or Registered
Office and our finished products to clients. However, transportation strikes, if any, could have an adverse effect
on supplies and deliveries to our clients and from our suppliers.
In addition, materials and components, as well as our products transported to clients, may be lost or damaged in
transit for various reasons including occurrence of accidents or natural disasters. There may also be a delay in
delivery of materials and products which may also affect our business and results of operations negatively. In the
event we fail to maintain a sufficient volume of materials and delivery of such materials to us is delayed, we may
be unable to meet orders in a timely manner or at all. Any such inability may result in loss of sales opportunities
that our competitors may capitalize on, thereby adversely affecting our business, financial condition, results of
operations, and cash flows. Any compensation received from insurers or third-party transportation providers may
be insufficient to cover the cost of any delays and will not repair damage to our relationships with our affected
clients. Although we have not encountered any instances of material delays in the last three Fiscals, we cannot
assure you that we will not experience such delays in the future. 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.
The table below sets forth our transportation, freight, duty and handling charges as a percentage of our revenue
from operations for the years indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars Amount (₹ % of total Amount (₹ % of total Amount (₹ % of total
in million) expense in million) expenses in million) expenses
Transportation Charges
Freight & Transportation 2.02 0.01 1.17 0.01 3.13 0.03
(courier and logistic charges)
Custom Clearing & Forwarding 0.21 0.00 0.24 0.00 0.39 0.00
(export agency charges)
Additionally, if we lose one or more of our logistic service providers or are unable to obtain terms as favourable
as those we receive from them, it could cause disruption in supply of our products and increase our cost of
operations. While we have not encountered any instance in the past three Fiscals, we cannot assure you that such
instance will not arise in the future. Further, if our transportation providers do not carry sufficient insurance
coverage, any losses that may arise during the transportation process will have to be claimed under our insurance
policies. There can be no assurance that we will receive compensation for any such claims in a timely manner or
at all, and consequently, any such loss may adversely affect our business, financial condition, results of operations
and cash flows.
27. We operate in a competitive business environment. If we cannot respond adequately to the increased
competition and consequent pricing pressures that we expect to face from existing players and new entrants,
we will lose market share and our profits will decline, which will adversely affect our business, results of
operations and financial condition.
We operate in a competitive business environment. We face competition from both the organized and unorganized
sectors of the jewellery manufacturing and supply business. According to CareEdge Report, the unorganized
sector's ability to offer lower prices due to minimal overheads remains a significant threat.
Growing competition in the domestic and/or international markets may subject us to pricing pressures and require
us to reduce the prices of our products in order to retain or attract clients, which may have an adverse effect on
our revenues and margins.
53Some of our competitors may be increasing their capacities and targeting the same products as ours. Some of our
competitors may have larger technical and financial resources and broad client bases. Such companies may use
these advantages to offer solutions that are perceived to be as effective or more effective as ours at the same or at
a lower price. They may also develop different products to compete with our products and respond more
effectively than we do to new or changing opportunities, applications, technologies, standards, or client
requirements. Our competitors may also adopt competitive strategies for various products which may have a
corresponding adverse impact on our revenues and margins. There can be no assurance that we can continue to
effectively compete with our competitors in the future, and failure to compete effectively may have an adverse
effect on our business, financial condition and results of operations.
28. Limited availability of comparable listed peers may impact investor evaluation of our business.
Our Company has considered Utssav CZ Gold Jewels Limited, RBZ Jewellers Limited, and Sky Gold & Diamonds
Limited as comparable listed peers for the purpose of industry comparison. For further details, see “Basis of Issue
Price- Comparison with listed industry peers.” on page 121. Sky Gold & Diamonds Limited has been considered
as a peer, as it is one of the prominent listed B2B players in the jewellery industry, similar to the Company and
also specifically sells Mangalsutra under its own brand. Similarly, our Company operates in a niche segment
within the jewellery sector, with a focused product offering primarily comprising Mangalsutras. There are limited
listed B2B entities with a comparable scale with none in the Mangalsutra space exclusively like our Company.
As a result, the lack of exact peer comparison may limit investors’ ability to asses our business, financial
performance, and valuation. We cannot assure you that such comparisons will provide an accurate basis for
evaluating our Company or the Issue.
29. If we fail to adopt new and improved technologies for manufacturing, our competitors may gain advantage
over us.
The process of manufacturing Mangalsutra is a mix of deploying modern manufacturing techniques as well as
traditional jewellery techniques. The modern manufacturing techniques involve use of various machinery such as
induction melting furnace for gold melting, engraving CNC machines, laser cutting machines and 3D printing
technology, XRF Machines, etc. The traditional jewellery techniques involve human skill and handwork. As such,
our final products go through a mix of machine and labour process and none of the products are entirely dependent
on machine process. For further details, see “Our Business–Our Business Operations- Manufacturing Process”
on page 184.
However, if we fail to upgrade and adopt new and improved technologies to enhance our designs and
manufacturing capabilities, our competitors may gain advantage over us. This may result in loss of clients and
may also affect our relationship with long standing existing clients, which may ultimately result in loss of business
and decrease in revenue from operations.
30. Our Manufacturing Facility is dependent on adequate and uninterrupted supply of electricity. Any shortage or
disruption in supply of electricity may lead to disruption in operations, higher operating cost and consequent
decline in our operating margins.
We rely on an uninterrupted supply of electricity for our operations, the shortage or non-availability of which may
adversely affect our operations. Set forth below are our utilities expenses in the three preceding Fiscals:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars Amount (₹ % of revenue Amount (₹ % of revenue Amount (₹ % of revenue
from from from
in million) in million) in million)
operations operations operations
Power Expense
(electricity 3.68 0.03% 3.32 0.03% 3.12 0.03%
charges)
Our Manufacturing Facility has adequate power supply to carry out manufacturing operations. For further details,
see “Our Business - Utilities” on page 192.
Owing to the energy-intensive nature of our manufacturing operations, any fluctuation in energy price could
54impact our results of operations. Any disruption in the supply of energy and utilities whether due to market
conditions, legislative or regulatory actions, natural events, or other disruption, could prevent us from meeting our
contractual commitments, harming our business and financial results. Further, any failure on our part to obtain
alternate sources of electricity, in a timely manner, and at an acceptable cost, may cause a slowdown or interruption
to our production process and have an adverse effect on our business, results of operations, cash flows and financial
condition. While we have not faced any shortage or disruption in supply of electricity in our Manufacturing
Facility in the Fiscals 2025, 2024 and 2023, we cannot assure you that such instance will not occur in future.
31. We require certain approvals and licenses in the ordinary course of business and are required to comply with
certain rules and regulations to operate our business. Any failure to obtain, retain and renew such approvals
and licences or comply with such rules and regulations may adversely affect our operations.
In terms of applicable laws, we require various statutory and regulatory permits, licenses, registrations,
certifications, consents and approvals to carry out our business and operations. For instance, we require approvals
under the Water Act, the Air Act, the Hazardous Wastes Rules along with Factories Act in order to establish and
operate our Manufacturing Unit. Many of these approvals are subject to periodical renewal. Any failure to renew
the approvals that may expire, or to apply for the required approvals, licenses, registrations or permits, or
suspension or revocation of any of the approvals, licenses, registrations and permits that have been or may be
issued to us, could result in delaying the operations of our business, which may adversely affect our business,
financial condition, results of operations and prospects. In the preceding three Fiscals, there have been no adverse
actions against us with respect to licences and approvals required to carry on our operations.
Our material approval, namely the Certificate of Registration and Enrolment Certificate issued under the
Maharashtra State Tax on Professions, Trades, Callings, and Employments Act, 1975 reflects the address of our
previous registered office. Our Company has submitted application for a change in the address of the Registered
Office in this approval.
Further, some of our permits, licenses and approvals are subject to several conditions and we cannot provide any
assurance that we will be able to continuously meet such conditions or be able to prove compliance with such
conditions to the statutory authorities, which may lead to the cancellation, revocation or suspension of relevant
permits, licenses or approvals which may result in the interruption of our operations and may have a material
adverse effect on our business, financial condition, cash flows and results of operations. For more details, relating
to licenses approvals relating to our business along with their validity, see “Government and Other Statutory
Approvals” on page 334.
32. The strength of our brand is crucial to our success and we may not succeed in continuing to maintain and
develop our brand.
We consider our brand “Shringar House of Mangalsutra” of our Company, very important for our business. Our
business and results of operations are influenced by the strength and popularity of our brand, including the level
of recognition by national retailers, regional retailers and wholesalers and perception of our brand in the mind of
our customers. We believe that in the business of jewellery, especially in gold jewellery, the value and the trust of
a brand plays an important role in the overall growth of the business and its result of operations even in the B2B
segment. The strength of our brand depends on factors such as uniqueness of our designs, the materials used to
make our products, the quality, the distinct character and presentation of our products and growth of our Company.
Public communication activities such as participation in exhibitions, advertising, public relations, promotions, and
marketing as well as the general perception of our business also impact our brand. For the Fiscals 2025, 2024 and
2023, we have incurred an expense of ₹18.97 million, ₹18.86 million and ₹11.16 million respectively towards our
advertising and marketing activities which accounted for 0.14%, 0.18% and 0.12%, respectively of our revenue
from operations in respective periods. Failure to manage any of the above factors or failure of our promotional
and allied activities to differentiate and further strengthen our brand could adversely affect the value and
perception of our brand and our ability to maintain existing customers and attract new customers and as a result,
may have a material adverse effect on our business, results of operations and financial condition. Though in the
past there have been no instances of brand dilution or negative publicity / adverse brand perception of clients, etc.,
we may face brand dilution in future to the extent that we fail to develop, promote and position our brand
effectively and consistently in the competitive market, with respect to new unique designs and various range of
product offerings. There can be no assurance that our advertising or marketing efforts are or will be successful at
all times and will result in increased customer base, sales and revenue. While we cannot quantify the implications
arising out of dilution of our brand, there can be no assurance that our marketing activities will succeed in
maintaining our brand and its perception with customers.
5533. Information relating to the installed and actual manufacturing capacity of our Manufacturing Facility are
based on various assumptions and estimates. These assumptions and estimates may prove to be inaccurate and
our future production and capacity may vary.
Information relating to the installed and actual manufacturing capacity of our Manufacturing Facility included in
this Prospectus are based on various assumptions and estimates of our management including standard capacity
calculation practice in the industry, 25 working days per month and 12 months in a year, at 1 shift per day operating
for 10 hours per shift.
While we have obtained a certificate dated September 01, 2025 from Sharjeel Aslam Faiz, independent chartered
engineer, in relation to such installed and actual manufacturing capacity of our Manufacturing Facility, may vary
significantly from the estimated production capacities. For further information, see “Our Business –
Manufacturing Capacity and Capacity Utilisation” on page 189. Further, the installed capacity and actual capacity
utilisation and other related information may not be computed on the basis of any standard methodology that is
applicable across the industry and therefore may not be comparable to capacity information that may be computed
and presented by other comparable companies in the industry in which we operate.
34. We enter into certain related party transactions in the ordinary course of our business and we cannot assure
you that such transactions will not adversely affect our business, results of operations, profitability and
margins, cash flows and financial condition.
We enter into certain transactions with related parties in the ordinary course of our business and may continue to
enter into related party transactions in the future. Our related party transactions include managerial remuneration,
interest expense, loan taken and loan repaid among other things.
Our related party transactions, as a percentage of our revenue from operations, constituted 1.64%, 0.37%, and
0.91% in Fiscals 2025, 2024 and 2023, respectively. The transactions we may enter into with our related parties
in the future could potentially involve conflicts of interest, which may be detrimental to the interest of our
Company and we cannot assure you that such transactions, individually or in the aggregate, will always be in the
best interests of our minority Shareholders and will not adversely affect our business, results of operations,
profitability and margins, cash flows and financial condition. While all such transactions have been conducted on
an arm’s length basis, in accordance with the Companies Act and other applicable regulations pertaining to the
evaluation and approval of such transactions, all related party transactions that we may enter into post-listing will
be subject to an approval by our Audit Committee, our Board, or our Shareholders, as required under the
Companies Act and the SEBI Listing Regulations.
The table below sets forth details of absolute sum of all related party transactions and the percentage of such
related party transactions to our revenue from operations during the last three Fiscals:
(in ₹ million, except percentage)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Absolute sum of all related party
234.60 40.69 86.16
transactions*
Revenue from operations 14,298.15 11,015.23 9,502.17
Absolute sum of all related party
transactions as a percentage of 1.64 0.37 0.91
revenue from operations (%)
*Absolute sum of all related party transaction is excluding any off-balance sheet items.
For details of our related party transactions, see “Summary of the Offer Document —Summary of related party
transactions” and “Restated Financial Information - Note 33- Related Party Transactions” on pages 24 and 271,
respectively.
35. Our lenders have charge over our movable and immovable properties in respect of finance availed by us.
We have provided security in respect of loans / facilities availed by us from banks and financial institutions by
creating a charge over our movable and immovable properties. The total amount outstanding and payable by us as
secured loans based was ₹1,106.99 million (excluding the non-fund based facility of ₹ 77.84 million), as on June
30, 2025.
56Set forth below are the details of loan availed:
Bank Type of Loan Date of Rate of Interest Tenure Utilization as
Sanction on June 30,
Letter 2025 (in
million)
Kotak Term Loan - 1 May 31, 2024 Current Interest 33 months 47.50
Mahindra Bank rate: 8.80%
3M Repo plus
2.30%
Kotak Foreign May 31, 2024 Benchmark rate 33 months 0.00
Mahindra Bank Currency Term + Spread as
Loan -1 (FCTL mutually agreed
1) at the time of
disbursement
OR
Fixed rate over
facility tenor
Kotak FCTL – MTM May 31, 2024 - 5 days 0.00
Mahindra Bank
Kotak Working Capital May 31, 2024 7.80% Maximum 90 800.00
Mahindra Bank Demand Loan days
Kotak Cash Credit May 31, 2024 7.90% (3M Repo Repayable on 46.34
Mahindra Bank plus 2.40%) demand
Kotak Gold Metal May 31, 2024 3.25 % GML 213.15
Mahindra Bank Loan - Domestic (Domestic): 120
days. For
transaction
above 120 days
to 180 days to be
allowed, subject
to approval from
the bank.
Kotak Export Packing May 31, 2024 As discussed Maximum 90 0.00
Mahindra Bank Credit (EPC)/ between Bank days
Packing Credit and Borrower at
in Foreign the time of
Currency drawdown
(PCFC)
Kotak Foreign Bills May 31, 2024 As discussed Maximum 90 0.00
Mahindra Bank Discounting / between Bank days
Foreign Bills for and Borrower at
Negotiation the time of
drawdown
Kotak Gold Metal May 31, 2024 As decided by GML (Export): 0.00
Mahindra Bank Loan - Export Bank’s Treasury 90 days
at the time of maximum
drawdown.
Interest amount
shall be collected
on monthly basis
ICICI Bank Cash Credit May 28, 2025 As on dote the I- Repayable on 0.00
Limited MCLR-6M is Demand
8.700% and
Spread is 0.05%
Bank change it at
end of every six
month from
account opening
57Bank Type of Loan Date of Rate of Interest Tenure Utilization as
Sanction on June 30,
Letter 2025 (in
million)
date/renewal
date/limit set-up
data as a sum of
I-MCLR-6M
plus Spread
prevailing on
reset date plus
applicable
statutory levy,if
any.
ICICI Bank Gold Metal May 28, 2025 Interest shall be Each drawdown 0.00
Limited Loan stipulated for shall be availed
each drawal at for a maximum
the time of period of 90
drawdown on days (90 days
notional value of pre shipment
gold, linked to ond 180 doys
international post shipment)
gold lease rate. for export of
gold jewellery.
For a maximum
period of 180
days for sale of
gold jewellery in
domestic
markets (subject
to RBI
guidelines ond
regulations).
ICICI Bank Working Capital May 28, 2025 The fixed rate of Maximum 180 0.00
Limited Demand Loan interest for each days
drawal of the
Facility will be
stipulated
by lclcl Bonk ot
the time of
disbursement of
each drawal on
the basis of
the repayment
schedule for that
drawal plus
applicable
interest tax or
other statutory
levy, if any.
In the event we default in repayment of the loans / facilities availed by us and any interest thereof, our assets may
be subject to forfeiture by lenders, which in turn could have significant adverse effect on our business, financial
condition or results of operations. However, during last three Fiscals, there has been no such instances of delayed
payment to our bankers/financers. For further details of the secured loans availed by us, see “Financial
Indebtedness” on page 293.
36. We are subject to restrictive covenants under our financing agreements that could limit our flexibility in
managing our business or to use cash or other assets. Any defaults could lead to acceleration of our repayment
obligations, cross defaults under other financing agreements, termination of one or more of our financing
58agreements or force us to sell our assets, which may adversely affect our cash flows, business, results of
operations and financial condition.
We have entered into agreements for secured short term and long-term borrowings with certain lenders. As on
June 30, 2025, an aggregate of ₹1,106.99 million towards secured loans, was outstanding towards loans availed
from banks. The credit facilities availed by us are secured by way of mortgage of fixed assets, hypothecation of
current assets (both present and future), and personal guarantees given by our Promoters. For details, see
“Financial Indebtedness” on page 293.
In case we are not able to pay our dues in time, the same may amount to a default under the loan documentation
and all the penal and termination provisions therein would get triggered and the loans granted to us may be recalled
with penal interest. This could severely affect our operations and financial condition. Our financing agreements
include certain covenants that require us to obtain lender consents prior to carrying out certain corporate activities
and entering into certain transactions, such as, incurring any additional borrowings, undertaking capital
expenditure, diversifying business, advance or repay loans, effect any dividend pay-out in case of delays in debt
servicing, effect any change in shareholding pattern and management control of the Company amongst others. As
on the date of this Prospectus, we have received the No Objection Certificate dated October 18, 2024 and July 25,
2025 from our lenders, being Kotak Mahindra Bank Limited and ICICI Bank Limited respectively, in connection
with the Issue. In addition, any breach of financial or non-financial covenant may qualify as an event of default
under financing agreements.
We cannot assure you that the lenders will not seek to enforce their rights in respect of any breach by us under our
financing agreements. Any failure to comply with any condition or covenant under our financing agreements that
is not waived by the lenders or is not otherwise cured by us, may lead to a termination of our credit facilities and/or
acceleration of all amounts due under the relevant credit facility. Further, such breach and relevant actions by the
lenders could also trigger enforcement action by other lenders pursuant to cross-default provisions under certain
of our financing agreements. Further, if the obligations under any of our financing agreements are accelerated, we
may have to dedicate a substantial portion of our cash flow from operations to make payments under the financing
documents, thereby reducing the availability of cash for our operations. In addition, the lenders may enforce their
security interest in certain of our assets. Moreover, during the period in which we are in default, we may face
difficulties in raising further loans. Any future inability to comply with the covenants under our financing
agreements or to obtain the necessary consents required thereunder may lead to termination of our credit facilities,
levy of penal interest, acceleration of all amounts due under such financing agreements and enforcement of any
security provided. Any of these circumstances would have an adverse effect on our business, results of operation
and financial condition. Further, the said credit facilities can be renewed/enhanced/cancelled/suspended/reduced
and the terms and conditions of the same can be altered by the lending banks, at their discretion. In the event, the
lenders refuse to renew / enhance the credit facilities and/or cancel / suspend / reduce the said credit facilities
and/or alter the terms and conditions to the derogation of our Company, then our existing operations as well as
our future business prospects and financial condition may be severely affected. Although, in the last three fiscals
we have not faced any instance of any cancellation/suspension/reduction of our credit facilities, however we
cannot assure that such instances may not arise in the future.
37. We have availed unsecured loans from Promoters and Promoter Group that are repayable on demand.
Our Company has availed unsecured interest free loans from Promoters and members of the Promoter Group,
aggregating to ₹172.03 million as of June 30, 2025, that are repayable on demand, and which may be recalled by
such lenders at any time. The details of unsecured loans from our lenders are stated in the table below:
Amount
outstanding as on
Name of Lender Rate of Interest Repayment Terms
June 30, 2025 (in
million)
Loan from Promoters:
Chetan N Thadeshwar Nil Repayable On Demand 81.45
Mamta C Thadeshwar Nil Repayable On Demand 57.11
Viraj C Thadeshwar Nil Repayable On Demand 28.47
Balraj C Thadeshwar Nil Repayable On Demand 5.00
Total 172.03
In the event that such lender seeks repayment of any such unsecured loans, our Company would need to find
59alternative sources of financing, which may not be available on commercially reasonable terms. As a result, any
such demand may materially and adversely affect our business, cash flows, financial condition and results of
operations. For further information on unsecured loans relating to our business and operations, see “Financial
Indebtedness” on page 293.
38. There are certain instances of delays in payment of statutory dues. Any delay in payment of statutory dues or
non-payment of statutory dues in dispute may attract financial penalties from the respective government
authorities, which may have an adverse impact on our financial condition and cash flows
There have been certain instances of delay in payment of statutory dues during the last three Fiscals, which inter-
alia include, goods and services tax, provident fund, employees’ state insurance, income-tax. For instance, please
see below listed instances of delay/ irregularity in payment of goods and services tax, employee provident fund,
employees’ state insurance, income tax, professional tax, labour welfare tax for the periods indicated:
There are no delays in filing of GST returns by the Company.
The following table depicts the delays in the filing of other statutory returns by the Company.
Governing laws Fiscal 2025 Fiscal 2024 Fiscal 2023
Contribution towards Employee Provident Fund (EPF)
EPF paid for average number of employees 15 14 14
Amount in million 0.65 0.63 0.62
Number of cases of delay 0 1 4
Contribution towards Employee State Insurance Corporation
(ESIC)
ESIC paid for average number of employees 1 1 1
Amount in million# 0.006 0.00 0.00
Number of cases of delay 2 3 6
Income Tax and Tax Deducted at source (IT & TDS)
IT & TDS for averge number of employees 4 4 4
Amount in million 25.93 12.72 14.43
Number of cases of delay 0 0 0
Professional Tax
Professional Tax paid for average number of employees 224 154 97
Amount in million 0.53 0.372 0.26
Number of cases of delay 1 5 1
Labour Welfare Fund
Labour welfare fund for average number of employees 225 162 66
Amount in million 0.05 0.016 0.006
Number of cases of delay 1 1 0
*As certified by J F Jain & Co., Independent Chartered Accountant, pursuant to their certificate dated September 01, 2025.
# Note: Figures appearing as “₹ 0.00’’ due to rounding adjustments in the conversion to million and may represent small
undelying values.
The aforementioned delays occurred predominantly as a result of technical complications associated with the
government portal on multiple occasions, as well as administrative difficulties.
Inability to make timely payment of our statutory dues which could result us into paying interest on the delay in
payment of statutory dues which could adversely affect our business and our results of operations and financial
condition. We have taken steps to improve the internal system for payment of statutory dues to mitigate the
technical difficulties and our Company keeps a track of the payment dates to ensure on-time filing. Further, in
order to avoid such delays, we have engaged third-party professionals to undertake the filing of regulatory returns.
We cannot assure you that going forward we will be able to make timely payment of our statutory dues which
could result us into paying interest on the delay in payment of statutory dues which could adversely affect our
60business and our results of operations and financial condition.
39. Our Promoters have provided personal guarantees as security for certain facilities availed by our Company. If
these guarantees are revoked, we may be unable to procure alternative guarantees satisfactory to our lenders,
which may adversely affect our business, results of operations, cash flows and financial condition.
Our three (3) Promoters, Chetan N Thadeshwar, Mamta C Thadeshwar and Viraj C Thadeshwar have provided
personal guarantees as security for certain facilities availed by our Company, which amounts to ₹ 1,106.99 million
outstanding as on June 30, 2025. If any of the abovementioned guarantees are revoked, our lenders may require
alternative guarantees or cancel such facilities, entailing repayment of amounts outstanding under such facilities.
If we are unable to procure alternative guarantees satisfactory to our lenders, we may need to seek alternative
sources of capital, which may not be available to us at commercially reasonable terms or at all, or to agree to more
onerous terms under our financing agreements, which may limit our operational flexibility. Accordingly, our
business, results of operations, cash flows and financial condition may be adversely affected by the revocation of
all or any of the guarantees provided by our three (3) Promoters Chetan N Thadeshwar, Mamta C Thadeshwar and
Viraj C Thadeshwar, in connection with our Company’s borrowing. For details, see “Financial Indebtedness” on
page 293.
40. Our insurance policies may not be adequate to cover all losses incurred in our business. An inability to maintain
adequate insurance cover to protect us from material adverse incidents in connection with our business may
adversely affect our operations and profitability.
We maintain insurance cover for our inventory to cover all normal risks associated with operations of our business,
including block policy, fire policy, infidelity policy, terrorism policy and burglary policy. We may not have
identified every risk and further may not be insured against every risk because such risks are either uninsurable or
not insurable on commercially acceptable terms, including operational risk that may occur and the occurrence of
an event that causes losses in excess of the limits specified in our policies, or due to the same being inadequate,
could materially harm our cash flows, financial condition and future results of operations. We cannot provide any
assurance that our insurance will be sufficient or effective under all circumstances and against all hazards or
liabilities to which we may be subjected to. In addition, our insurance coverage expires from time to time. We
apply for the renewal of our insurance coverage in the normal course of our business, but we cannot assure you
that such renewals will be granted in a timely manner, at acceptable cost or at all. While there has been no major
instance in the last three Fiscals where an insurance claim has been not renewed, there is no assurance that such
instance will not arise in the future.
Our Company’s insurance cover is ₹3,779.40 million in respect of its gross block of property, plant and equipment,
investment properties and inventories which stood at ₹2,639.62 million as on March 31, 2025. Consequently, our
Company’s insurance cover in respect of its gross block of property, plant and equipment, capital work in-progress
and inventories as on March 31, 2025 stood at 143.18% approximately.
Instances of theft happened in the Fiscal 2024 and Fiscal 2022 wherein gold material in pieces of 561.79 gm and
1,559.45gm, respectively, approximately amounting to ₹3.44 million and ₹7.73 million were stolen from one of
our Karigars on job work basis in transit and one of the Karigar took the gold intended for making jewellery but
failed to return either the gold or the finished jewellery. However, such gold was insured and our claim was
accepted and discharged.
There are many events that could significantly impact our operations, or expose us to third-party liabilities, for
which we may not be adequately insured. There can be no assurance that any claim under the insurance policies
maintained by us will be honoured fully, in part, or on time. To the extent that we suffer any loss or damage that
is not covered by insurance or exceeds our insurance coverage, our business, financial condition and results of
operations could be adversely affected. For details, see “Our Business-Insurance” on page 194.
To the extent that we suffer loss or damage, or successful assertion of one or more large claims against us for
events for which we are not insured, or which exceeds our insurance coverage or where our insurance claims are
rejected, the loss would have to be borne by us and our results of operations, financial performance and cash flows
could be adversely affected. For details, see “Our Business – Insurance” on page 194.
41. An inability to effectively manage our growth and expansion may have a material adverse effect on our business
prospects and future financial performance.
61The success of our business heavily relies on our ability to effectively implement our growth strategy. Achieving
this growth will depend on various factors, including regulatory challenges, our ability to identify industry trends,
consumer preference and demands, competition from existing companies, maintaining effective quality control,
and recruiting and training qualified personnel.
Many of these factors are beyond our control, and there is no guarantee that we will succeed in executing our
strategies.
Our future growth will also hinge on implementing our growth strategies such as establishing our facilitation
network and expanding our geographical reach through such facilitation networks and undertake new sales and
marketing initiatives to increase our sales and number of clients, which carries increased risks. For details, see
“Our Business – Our Strategies” on page 179
We may encounter difficulties in hiring, training, and retaining qualified employees, as well as in sourcing reliable
suppliers that meet our quality standards. Consequently, products introduced in new markets may be more costly
to produce and distribute, potentially leading to longer timelines for achieving expected sales and profit levels
compared to our existing markets.
Furthermore, our growth could strain our managerial, operational, and financial resources. Effectively managing
future growth will depend on our ability to implement and enhance operational, financial, and management
information systems, as well as internal controls in a timely manner. We will also need to expand, train, and
motivate our workforce, which may impose significant demands on our management and resources. We cannot
assure you that our personnel, systems, procedures, and controls will be sufficient to support our growth.
Failure to effectively manage our expansion could lead to increased costs, reduced profitability, and negatively
impact our growth prospects. There is no assurance that we will achieve our business strategy within the expected
timeframe or budget, or that our expansion efforts will enhance profitability. Our inability to manage our business
and implement our growth strategy could materially adversely affect our financial condition and profitability.
42. If we are unable to establish and maintain effective internal controls and compliance system, or improve
inadequacies in the information and reporting systems, our business and reputation could be adversely affected.
We are responsible for establishing and maintaining adequate internal measures commensurate with the size and
complexity of operations. Our internal audit functions make an evaluation of the adequacy and effectiveness of
internal systems on an ongoing basis so that our operations adhere to our policies, compliance requirements and
internal guidelines. We periodically test and update our internal processes and systems and there have been no
material instances in Fiscals 2025, 2024 and 2023, of failure to maintain effective internal controls and compliance
system. However, we are exposed to operational risks arising from the potential inadequacy or failure of internal
processes or systems, and our actions may not be sufficient to ensure effective internal checks and balances in all
circumstances.
We take reasonable steps to maintain appropriate procedures for compliance and disclosure and to maintain
effective internal controls over our financial reporting so that we produce reliable financial reports and prevent
financial fraud. As risks evolve and develop, internal controls must be reviewed on an ongoing basis. Maintaining
such internal controls requires human diligence and compliance and is therefore subject to lapses in judgment and
failures that result from human error. Any lapses in judgment or failures that result from human error can affect
the accuracy of our financial reporting, resulting in a loss of investor confidence and a decline in the price of our
equity shares.
The Company relies on its information and reporting systems for operational efficiency, financial reporting and
compliance. While efforts may be underway to improve or upgrade these systems, there can be no assurance that
such improvements will be effectively implemented or will fully resolve existing inadequacies. Any failure to
timely detect or address inaccuracies or gaps in information flow, data integrity, or reporting processes could
adversely affect the Company’s ability to manage its operations, comply with regulatory requirements, or make
informed business decisions. This, in turn, may have a material adverse effect on the Company’s business,
financial condition, results of operations, and reputation.
Further, our operations are subject to anti-corruption laws and regulations. These laws 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
62collaborations 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, and we continue to enhance our policies and procedures in an
effort to ensure compliance with applicable anti-corruption laws and regulations, these measures may not prevent
the breach of such anti-corruption laws, as there are risks of such breaches in emerging markets. 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, 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. As we continue to grow, there can be no assurance that there will be no other instances of such
inadvertent non-compliances with statutory requirements, which may subject us to regulatory action, including
monetary penalties, which may adversely affect our business and reputation.
43. Our Company has issued Equity Shares during the preceding one year at a price that may be below the Issue
Price.
We have re-issued 150,000 forfeited shares at a price of ₹ 192 per Equity Share to the Promoter of our Company
in the one year preceding the filing of this Prospectus. The price at which Equity Shares have been issued by our
Company in the preceding one year is not indicative of the price at which they will be issued or traded after listing.
For further details, see “Capital Structure - Notes to the Capital Structure - Equity share capital history of our
Company” on page 94.
44. Our growth strategy to enter international markets exposes us to certain risks, which may adversely affect our
business, financial condition, results of operations and prospects.
As part of our growth strategy, we seek to expand our presence in the international markets. We cannot assure you
that our sales and marketing efforts in these or any other international markets will be successful and provide us
with adequate sales and business opportunities. Expansion of our sales and distribution to countries outside India
is accompanied by certain financial and other risks, including:
• changes in foreign regulatory requirements and quality standards;
• local customer preferences and requirements;
• developing local sales and distribution network in such geographies;
• fluctuations in foreign currency exchange rates;
• political and economic instability;
• inability to effectively enforce contractual or legal rights and adverse tax consequences;
• differing accounting standards and interpretations;
• differing domestic and foreign customs, tariffs and taxes;
• staffing and managing widespread operations; and
• logistic costs and availability.
Additionally, expanding into new geographic areas can be challenging due to our limited familiarity with the local
economy, customer preferences, commercial operations, and distribution networks. Moreover, entering new
markets involves risks and potential costs, such as the inability to attract enough clients or to accurately assess
competitive conditions that differ from those in our current markets, along with substantial marketing and
promotional expenses. We may encounter challenges from established competitors in these areas, who often have
greater recognition, experience, and stronger relationships with distributors and consumers. They might also gain
early insights into lucrative sales opportunities and have advantages in launching products as first movers. Our
expansion efforts could be delayed or even abandoned, potentially leading to higher-than-expected execution costs
and diverting our resources, including management focus, from other critical areas of our business. As a result,
this could strain our management, operational, and financial resources, as well as our information systems,
ultimately affecting our competitive position and reducing our revenue and profitability.
Further, there is no assurance that future political and economic conditions in countries outside India in which we
intend to enter in the future will be stable and will not result in their governments adopting different policies with
respect to imports in products within the industry.
Furthermore, any changes in policy may result in changes in laws affecting ownership of assets, taxation, rates of
exchange, environmental protection, labor relations, repatriation of income and return of capital, which may affect
63our ability to generate profits for our shareholders. There can be no assurance that we will be able to effectively
manage our entry into new geographical areas.
45. Certain sections of this Prospectus disclose information from the CareEdge Report which has been
commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information
for making an investment decision in the Issue is subject to inherent risks.
Certain sections of this Prospectus include information based on, or derived from, the report titled “Industry
Research Report on Indian Gems and Jewellery Sector” dated December 4, 2024 prepared and issued by CARE,
which has been exclusively commissioned and paid for by our Company in connection with the Issue pursuant to
an engagement letter dated July 3, 2024. CARE is an independent agency which has no relationship with our
Company, our Promoters and any of our Directors or KMPs or SMPs.
Further, CareEdge Report is prepared based on information as of specific dates and may no longer be current or
reflect current trends. Certain information in this Report is subject to limitations and is also based on estimates,
projections, forecasts and assumptions that may prove to be incorrect. Industry sources do not guarantee the
accuracy, adequacy or completeness of the data. The CareEdge Report uses certain methodologies for market
sizing and forecasting. Furthermore, the CareEdge Report is not a recommendation to invest/ disinvest in any
company covered in the CareEdge Report. Accordingly, Investors should not place undue reliance on or base their
investment decision solely on this information.
In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking any
investment in the Issue pursuant to reliance on the information in this Prospectus based on, or derived from, the
CareEdge Report. You should consult your own advisors and undertake an independent assessment of information
in this Prospectus based on, or derived from, the CareEdge Report before making any investment decision
regarding the Issue. For further details, see “Industry Overview” on page 134 of this Prospectus.
46. Majority of our Directors of the Company do not have experience of being a director of a public listed company.
Majority of our Directors of the Company do not have experience in holding directorship of public listed company,
except for one of our Independent Director, namely Anilkumar Mohanraj Marlecha who is on the board of the
listed company Accordingly, they have limited exposure to management of affairs of the listed company which
inter-alia entails several compliance requirements and scrutiny of affairs by shareholders, regulators and the public
at large that is associated with being a listed company. As a listed company, the Company will require to adhere
strict standards pertaining to accounting, corporate governance and reporting that it did not require as an unlisted
company. The Company will also be subject to the SEBI Listing Regulations, which will require it to file audited
annual and unaudited quarterly reports with respect to its business and financial condition. If the Company
experiences any delays, we may fail to satisfy its reporting obligations and/or it may not be able to readily
determine and accordingly report any changes in its results of operations as promptly as other listed companies.
Further, as a publicly listed company, the Company will need to maintain and improve the effectiveness of our
disclosure controls and procedures and internal control over financial reporting, including keeping adequate
records of daily transactions. In order to maintain and improve the effectiveness of the Company’s disclosure
controls and procedures and internal control over financial reporting, significant resources and management
attention will be required. As a result, the Board of Directors of the Company may have to provide increased
attention to such procedures and their attention may be diverted from our business concerns, which may adversely
affect our business, prospects, results of operations and financial condition. In addition, we may need to hire
additional legal and accounting staff with appropriate experience and technical accounting knowledge, but we
cannot assure you that we will be able to do so in a timely and efficient manner.
47. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank
or financial institution or any other independent agency and our management will have broad discretion over
the use of the Net Proceeds.
We intend to use Net Proceeds from the Issue towards (a) funding working capital requirements of our Company;
and (b) general corporate purposes. For details of the objects of the Issue, see “Objects of the Issue” on page 108.
The funding requirement and deployment of the Net Proceeds mentioned as a part of the Objects of the Issue are
based on current circumstances of our business, prevailing market conditions, and are subject to changes. The
estimates for the proposed expenditure are based on several variables, a significant variation in any one or a
combination of which could have an adverse effect. Furthermore, the deployment of funds has not been appraised
64by any bank or financial institution.
We operate in a highly competitive and dynamic industry and we may have to revise our funding requirements
and deployment from time to time on account of various factors beyond our control, such as availability of
material, inflation, employment levels, demographic trends, changing customer preferences, increasing
regulations or changes in government policies, our Board’s analysis of economic trends and business requirements,
competitive landscape, as well as general factors affecting our business, results of operations, financial condition
and access to capital such as credit availability and interest rate levels.
Our Company, in accordance with the policies established by the Board from time to time, will have flexibility to
deploy the Net Proceeds. Furthermore, pending utilization of Net Proceeds towards the Objects of the Issue, our
Company will have the flexibility to deploy the Net Proceeds and to deposit the Net Proceeds temporarily in
deposits with one or more scheduled commercial banks included in Second Schedule of Reserve Bank of India
Act, 1939, as may be approved by our Board. Accordingly, prospective investors in the Issue will need to rely
upon our management’s judgment with respect to the use of Net Proceeds and there can be no assurance that we
will earn significant interest income on, or that we will not suffer unanticipated diminution in the value of, such
temporary deposits. Furthermore, various risks and uncertainties, such as economic trends and business
requirements, competitive landscape, as well as general factors affecting our results of operations, financial
condition and access to capital and including those set forth in this section, may limit or delay our efforts to use
the Net Proceeds to achieve profitable growth in our business.
48. Activities involving our manufacturing process can be dangerous and can cause injury to people or property in
certain circumstances. A significant disruption at any of our Manufacturing Facility may adversely affect our
production schedules, costs, revenue and ability to meet client demands.
The activities carried out at our Manufacturing Facility may be potentially dangerous to our employees. While we
strive to provide a safe and healthy working environment in compliance with applicable standards and we believe
that we have adequate insurance including insurance coverage for accidents, there is a risk that an accident may
occur at our Manufacturing Facility. An accident may result in personal injury to our employees, or the labour
deployed at our Manufacturing Facility, destruction of property or equipment, manufacturing or delivery delays,
environmental damage, or may lead to suspension of our operations and/or imposition of liabilities. While we have
not encountered any fatalities or any major employee injuries during the last three Fiscals, however, any future
accident may result in litigation, the outcome of which is difficult to assess or quantify, the cost to defend such
litigation can be significant and our insurance may not be sufficient to provide complete coverage. As a result, the
costs to defend any action or the potential liability resulting from any such accident or death or arising out of any
other litigation, and any negative publicity associated therewith, may have a negative effect on our business, results
of operations, financial condition, cash flows and future prospects.
49. We are dependent on our Promoters for functioning of our business and we believe that our senior management
team and other Key Managerial Personnel are critical to our continued success and we may be unable to attract
and retain such personnel in the future.
Our performance depends largely on the efforts and abilities of our Promoters. For details, see “Our Promoters
and Promoter Group” on page 231. We believe that the inputs and experience of our Promoters/Directors are
valuable for the growth and development of business and operations and the strategic directions taken by our
Company. Our business and operations are led by our Promoters/ Directors, who possess vast experience in the
jewellery industry, the loss of whose services may adversely affect our business operations.
At the same time, our future success also substantially depends on the continued service and performance of the
members of our senior management team and other Key Managerial Personnel in our business for the management
and running of our daily operations and the planning and execution of our business strategy.
There is intense competition for experienced senior management and other key managerial personnel with
technical and industry expertise in the port business and, if we lose the services of any of our senior management
and other key managerial personnel or other key individuals and are unable to find suitable replacements in a
timely manner, our ability to realize our strategic objectives could be impaired. During the last three Fiscals, we
have not experienced any attrition of our KMPs and SMP. However, we cannot assure you that we will not face
any attrition of our KMP and SMP in the future. The loss of key members of our senior management or other key
team members, particularly to competitors, could have an adverse effect on our business, cash flows, and results
of operations.
6550. Changes in technology may affect our business by making our Manufacturing Facility or equipment less
competitive or obsolete.
Our future success will depend in part on our ability to respond to technological advances and emerging industry
standards and practices on a cost-effective and timely basis. Modernization and technology upgradation is essential
to reduce costs and increase the output. Our technology and machinery may become obsolete or may not be
upgraded timely, hampering our operations and financial conditions and we may lose our competitive edge. The
development and implementation of such technology and machinery entails technical and business risks. Further,
the costs in upgrading our technology and modernizing the plant and machineries may be significant which could
substantially affect our finances and operations. We cannot assure you that we will be able to successfully
implement new technologies or adapt our processing systems to client requirements or emerging industry
standards. Changes in technology may make newer equipment more competitive than ours or may require us to
make additional capital expenditures to upgrade our facility. If we are unable, for technical, financial or other
reasons, to adapt in a timely manner to changing market conditions, client requirements or technological changes,
our business and results of operations could be adversely affected.
51. Our Company’s Promoter or Directors may enter into ventures that may lead to real or potential conflicts of
interest with our business.
Our Company’s Directors and Promoter may become involved in ventures that may potentially compete with our
Company. The interests of such Directors and our Promoter may conflict with the interests of our other
Shareholders, and such Directors or Promoter may, for business considerations or otherwise, cause the Company
to take actions, or refrain from taking actions, in order to benefit their interests instead of the Company’s interests
or the interests of its other Shareholders. M/s Ziya Jewels, a member of the Promoter Group, has assigned all
rights, including goodwill, related to its trademarks to the Company through a Deed of Assignment dated July 8,
2024. Pursuant to a non-compete agreement dated November 28, 2024, M/s Ziya Jewels has undertaken to only
(directly or indirectly) manufacture and sell light weight jewellery and will not in any way offer Mangalsutras to
any of the clients of the Company. However, as of the date of this Prospectus, M/s Ziya Jewels does not conduct
any business any violation, non-compliance (whether in whole or in part) or unenforceability of such noncompete
obligations may have an adverse effect on the result of operations and financial condition.
52. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements,
including prior shareholders’ approval.
We intend to use Net Proceeds from the Issue towards (a) funding working capital requirements of our Company;
and (b) general corporate purposes. For further details of the proposed objects of the Issue, see “Objects of the
Issue” on page 108. At this stage, we cannot determine with any certainty if we would require the 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. In accordance with Section 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 by way of 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 in obtaining such shareholders’ approval
may adversely affect our business or operations.
Further, our Promoters would be required to provide an exit opportunity to the Shareholders who do not agree
with our proposal to change the objects of the Issue or vary the terms of such contracts, at a price and manner as
prescribed by SEBI. Additionally, the requirement on Promoters or controlling shareholders to provide an exit
opportunity to such dissenting shareholders may deter the Promoters or controlling shareholders from agreeing to
the variation of the proposed utilization of the Net Proceeds, even if such variation is in the interest of our
Company. Further, we cannot assure you that the Promoters or the controlling shareholders of our Company will
have adequate resources at their disposal at all times to enable them to provide an exit opportunity at the price
prescribed by SEBI.
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 referred to in this Prospectus, 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 Net Proceeds, if any, or varying the terms of
contract, which may adversely affect our business and results of operations.
6653. Our Promoters and members of the Promoter Group will continue jointly to retain majority control over our
Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders
for approval.
After completion of the Issue, our Promoters and Promoter Group will collectively own majority of the Equity
Shares of our Company. As a result, our Promoters together with the members of the Promoter Group will be able
to exercise a significant degree of influence over us and will be able to control the outcome of any proposal that
can be approved by a majority shareholder vote, including, the election of members to our Board, in accordance
with the Companies Act and our AoA. Such a concentration of ownership may also have the effect of delaying,
preventing or deterring a change in control of our Company.
In addition, our Promoters will continue to have the ability to cause us to take actions that are not in, or may
conflict with, our interests or the interests of some or all of our creditors or minority shareholders, and we cannot
assure you that such actions will not have an adverse effect on our future financial performance or the price of our
Equity Shares.
54. Our future funds requirements, in the form of issue of capital or securities and/or loans taken by us, may be
prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.
We may require additional capital from time to time depending on our business needs. Any issue of shares or
convertible securities would dilute the shareholding of the existing shareholders and such issuance may be done
on terms and conditions, which may not be favourable to the then existing shareholders. If such funds are raised
in the form of loans or debt, then it may substantially increase our interest burden and decrease our cash flows,
thus prejudicially affecting our profitability and ability to pay dividends to our shareholders.
55. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows,
working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.
We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result,
we may not declare dividends in the foreseeable future. Any future determination as to the declaration and payment
of dividends will be at the discretion of our Board of Directors and will depend on factors that our Board of
Directors deem relevant, including among others, our results of operations, financial condition, cash requirements,
business prospects and any other financing arrangements. Accordingly, realization of a gain on shareholders’
investments may largely depend upon the appreciation of the price of our Equity Shares. There can be no assurance
that our Equity Shares will appreciate in value. For details of our dividend history, see “Dividend Policy” on page
237.
56. Our Promoters, some of our Directors and some of our KMPs are interested in our Company, in addition to
regular remuneration or benefits and reimbursement of expenses.
Our Promoters, some of our Directors and some of our KMPs are interested in our Company to the extent of their
respective shareholding in our Company as well as to the extent of any dividends, bonus or other distributions on
such Equity Shares, income as remuneration, and other benefits. Further, Our Company has provided rent free
accommodation to our Promoters, Chetan N Thadeshwar, Mamta C Thadeshwar, Viraj C Thadeshwar and Balraj
C Thadeshwar in the Immovable properties owned by our Company located at C-6101/6102/6201 and 6202, C
Wing World View, Lodha World Towers, S B Marg, Lower Parel, Mumbai- 400013, Maharashtra, India.. Our
Company has provided rent-free accommodation to certain Promoters, which has been treated as a perquisite in
accordance with applicable tax laws. For details, see “Summary of Offer Document – Summary of Related Party
Transactions” on page 28. We cannot assure you that our Promoters, Directors and KMPs will exercise their rights
as shareholders to the benefit and best interest of our Company. Further, our Promoters, Directors and KMPs
holding Equity Shares may take or block actions with respect to our business which may conflict with the best
interests of our Company or that of minority shareholders. For further information on the interest of our Promoters,
Directors and KMPs, other than reimbursement of expenses incurred or normal remuneration or benefits, see “Our
Management” and “Our Promoters and Promoter Group” on pages 211 and 231, respectively.
57. We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could
adversely affect our financial condition, results of operations and reputation.
Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions and
67cause serious harm to our reputation and goodwill of our Company. There can be no assurance that we will be
able to detect or deter such misconduct. Moreover, the precautions we take to prevent and detect such activity may
not be effective in all cases. Our employees and agents may also commit errors that could subject us to claims and
proceedings for alleged negligence, as well as regulatory actions on account of which our business, financial
condition, results of operations and goodwill could be adversely affected. Although, we have not faced any such
incidence in past three Fiscals, we cannot assure that we would not face such incident in future.
58. The average cost of acquisition of Equity Shares by our Promoters is lower than the issue price of the Equity
Shares offered through the present Issue.
The average cost of acquisition of Equity Shares of our Promoters is as follows:
Average cost of acquisition
Name of the Promoter Number of Equity Shares held
(in ₹ per Equity Share)
Chetan N Thadeswar 4,02,65,600 1.99
Mamta Thadeswar 2,08,52,000 1.32
Balraj Thadeswar 55,06,040 1.33
Viraj Thadeswar 55,06,040 1.31
For further details regarding the average cost of acquisition of Equity Shares by our Promoter in our Company
and build-up of Equity Shares of our Promoter in our Company, see “Capital Structure” on page 94
59. Any future issuance of Equity Shares, or convertible securities or other equity linked securities by our Company
may dilute your shareholding and any sale of Equity Shares by our Promoters or members of our Promoter
Group may adversely affect the trading price of the Equity Shares.
Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by our
Company may dilute your shareholding in our Company, adversely affect the trading price of the Equity Shares
and our ability to raise capital through an issue of our securities. In addition, any perception by investors that such
issuances or sales might occur could also affect the trading price of the Equity Shares. We cannot assure you that
we will not issue additional Equity Shares. Any sale of our Equity Shares by our Promoters or major shareholders
or future equity issuances, by us may adversely affect the trading price of our Equity Shares, which may lead to
other adverse consequences including difficulty in raising capital through offering of our Equity Shares or
incurring additional debt. In addition, any perception by investors that such issuances or sales might occur may
also affect the market price of our Equity Shares. We cannot assure you that we will not issue Equity Shares,
convertible securities or securities linked to Equity Shares or that our Shareholders will not dispose of, pledge or
encumber their Equity Shares in the future.
60. Our estimates and forward-looking statement may prove to be inaccurate.
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 in such statements. For example actual
results may differ materially from those suggested by forward-looking statements due to risks or uncertainties
associated with expectations relating to, among others: regulatory changes in India and other geographies in which
we operate and our ability to respond to them; our ability to successfully implement our strategy, growth, and
expansion plans; technological changes; exposure to market risks; general economic and political conditions in
India and other relevant geographies; monetary and fiscal policies; inflation or deflation; unexpected volatility in
interest rates, foreign exchange rates, equity prices, or other prices; performance of domestic and global financial
markets; changes in domestic and international laws, regulations, and taxes; and changes in competitive conditions
in the industries in which we operate. Hence, we cannot assure investors that the expectations reflected in these
forward-looking statements will prove to be correct. Therefore, investors are cautioned not to place undue reliance
on such forward-looking statements and not to regard such statements as a guarantee of future performance
61. The determination of the Price Band is based on various factors and assumptions and the Issue Price, price to
earnings ratio and market capitalization to revenue multiple based on the Issue Price of our Company, may not
be indicative of the market price of our Company on listing or thereafter.
Our revenue from operations for Fiscal 2025 was ₹ 14,298.15 million, respectively. Further, restated profit for
the period / year for the Fiscal 2025 was ₹611.18 million. The table below sets forth details of our price to earnings
ratio and market capitalization to revenue from operations:
68Particulars Price to earnings ratio Market capitalization to revenue
For Fiscal 2025 19.26 1.11
Our market capitalization to the multiple of our revenue from operations for Fiscal 2025 is 1.11 times and our
price to earnings ratio is 19.26times at the upper end of the Price Band. Further the P/E ratio for the Fiscal 2025
is 19.26 times at the upper end, while the average P/E ratio of our listed peers is 21.05 for the Fiscal 2025.
The determination of the Price Band is based on various factors and assumptions and will be determined by our
Company in consultation with the BRLM. The relevant financial parameters based on which the Price Band will
be determined shall be disclosed in the advertisement that will be issued for the publication of the Price Band.
Further, the Issue Price of the Equity Shares is proposed to be determined on the basis of assessment of market
demand for the Equity Shares offered through the book-building process prescribed under the SEBI ICDR
Regulations, and certain quantitative and qualitative factors as set out in the section “Basis for the Issue Price” on
page 119 and the Issue Price, multiples and ratios may not be indicative of the market price of our Company on
listing or thereafter.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among other
factors, variations in our operating results, market conditions specific to the industry we operate in, developments
relating to India, announcements by third parties or governmental entities of significant claims or proceedings
against us, volatility in the securities markets in India and other jurisdictions, variations in the growth rate of
financial indicators, variations in revenue or earnings estimates by research publications, and changes in economic,
legal and other regulatory factors. As a result, we cannot assure you that an active market will develop, or sustained
trading will take place in the Equity Shares or provide any assurance regarding the price at which the Equity Shares
will be traded after listing. Further, the market price of the Equity Shares may decline below the Issue Price. We
cannot assure you that you will be able to sell your Equity Shares at or above the Issue Price.
External Factors
62. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.
Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including
in relation to class actions, under Indian law may not be as extensive as shareholders’ rights under the laws of
other countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an
Indian company than as shareholder of a corporation in another jurisdiction.
63. Investors may be subject to Indian taxes arising out of income arising out of capital gains on the sale of the
Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares
held as investments in an Indian company are generally taxable in India. Any capital gain realized on the sale of
listed equity shares on a Stock Exchange held for more than 12 months (24 months in case of shares being sold in
offer for sale) immediately preceding the date of transfer will be subject to long-term capital gains in India at the
specified rates depending on certain factors, such aswhether the sale is undertaken on or off the Stock Exchanges,
the quantum of gains and any available treaty relief. Accordingly, you may be subject to payment of long-term
capital gains tax in India, in addition to payment of Securities Transaction Tax (“STT”), on the sale of any Equity
Shares held for more than 12 months (24 months in case of shares being sold in offer for sale) immediately
preceding the date of transfer. STT will be levied on and collected by a domestic stock exchange on which the
EquityShares are sold. Further, any capital gains realized on the sale of listed equity shares held for a period of 12
months or less (24 months or less in case of shares being sold in offer for sale) immediately preceding the date of
transfer will be subject to short-term capital gains tax in India.
Taxes payable by an assessee on the capital gains arising from transfer of long-term capital assets on or after July
23, 2024, shall be calculated at the rate of 12.5% on such long-term capital gains, where the long-term capital
gains exceed ₹ 125,000 (this exemption shall be available only where the shares are sold on a Stock Exchange),
subject to certain exceptions in case of resident individuals and Hindu Undivided Families. Further, the short-term
capital gains on transfer of listed shares shall be taxed at 20% where the shares are sold on Stock Exchange and at
69applicable rates if otherwise (30% in case of foreign portfolio investors). The stamp duty for transfer of certain
securities, other than debentures, on a delivery basis is currently specified at 0.015% and on a non-delivery basis
is specified at 0.003% of the consideration amount. The above discussion is on the presumption that the
shareholder holds the shares as a ‘capital asset’ as defined under the provisions of the Income-tax Act,1961 and
not as stock in trade.
Further, the Government of India announced the union budget for Fiscal 2026, following which the Finance Bill,
2025 was enacted by the Parliament of India after receiving the President’s assent on March 29, 2025, becoming
the Finance Act, 2025. The Biddersare advised to consult their own tax advisors to understand their tax liability
as per the laws prevailing on the date of disposal of Equity Shares. Investors are advised to consult their own tax
advisors and to carefully consider the potential tax consequences of owning Equity Shares. We cannot predict
whether any amendments made pursuant to the Finance Act, 2025would have an adverse effect on our business,
results of operations and financial condition. Unfavorable changes in or interpretations of existing laws, rules and
regulations, or the promulgation of new laws, rules and regulations including foreign investment and stamp duty
laws governing our business and operations could result in us being deemed to be in contravention of such laws
and may require us to apply for additional approvals.
64. QIB and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of
Equity Shares or the Bid Amount) at any stage after submitting a Bid.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or
lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.
Retail Individual Investors can revise their Bids during the Bid/ Issue Period and withdraw their Bids until Bid/
Issue Closing Date. While our Company is required to complete Allotment pursuant to the Issue within 3 (three)
Working Days from the Bid/Issue Closing Date, events affecting the Bidders’ decision to invest in the Equity
Shares, including material adverse changes in international or national monetary policy, financial, political or
economic conditions, our business, results of operations or financial condition may arise between the date of
submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares even if
such events occur, and such events may 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.
65. We have in this Prospectus included certain non-GAAP financial measures and certain other industry
measures related to our operations and financial performance. These non-GAAP measures and industry
measures may vary from any standard methodology that is applicable across the industry, and therefore may
not be comparable with financial or industry related statistical information of similar nomenclature computed
and presented by other companies.
Certain non-GAAP financial measures and certain other industry measures relating to our operations and financial
performance have been included in this Prospectus. We compute and disclose such non-GAAP financial measures
and such other industry related statistical information relating to our operations and financial performance as we
consider such information to be useful measures of our business and financial performance, and because such
measures are frequently used by securities analysts, investors and others to evaluate the operational performance
of Indian retailing industry, many of which provide such non-GAAP financial measures and other industry related
statistical and operational information. Such supplemental financial and operational information is therefore of
limited utility as an analytical tool, and investors are cautioned against considering such information either in
isolation or as a substitute for an analysis of our restated financial information as reported under applicable
accounting standards disclosed elsewhere in this Prospectus. These non-GAAP financial measures and such other
industry related statistical and other information relating to our operations and financial performance may not be
computed on the basis of any standard methodology that is applicable across the industry and therefore may not
be comparable to financial measures and industry related statistical information of similar nomenclature that may
be computed and presented by other companies.
66. Subsequent to the listing of the Equity Shares, we may be subject to 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 and the Securities and Exchange Board of
India. These measures have been introduced 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
70criteria, 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. A scrip is subject to GSM when the share price is not commensurate
with the financial health and fundamentals of the company. Specific parameters for GSM include net worth, net
fixed assets, PE, 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 SEBI and 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.
67. The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience
price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further,
the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above
the Issue Price, or at all.
Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the Stock
Exchanges may not develop or be sustained after the Issue. Listing and quotation does not guarantee that a market
for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The Issue
Price of the Equity Shares is proposed to be determined through a book-building process in accordance with the
SEBI ICDR Regulations and may not be indicative of the market price of the Equity Shares at the time of
commencement of trading of the Equity Shares or at any time thereafter. The market price of the Equity Shares
may be subject to significant fluctuations in response to, among other factors, variations in our operating results
of our Company, market conditions specific to the industry we operate in, developments relating to India, volatility
in securities markets in jurisdictions other than India, variations in the growth rate of financial indicators,
variations in revenue or earnings estimates by research publications, and changes in economic, legal and other
regulatory factors.
68. Financial and political 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 of America, Europe and certain emerging economies in Asia. In
particular, the ongoing military conflicts between Russia and Ukraine could result in increased volatility in, or
damage to, the worldwide financial markets and economy. Increased economic volatility and trade restrictions
could result in increased volatility in the markets for certain securities and commodities and may cause inflation.
Any worldwide financial instability including possibility of default in the US debt market may cause increased
volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and
financial sector and us. Although economic conditions are different in each country, investors' reactions to
developments in one country can have adverse effects on the securities of companies in other countries, including
India. A loss of investor confidence in the financial systems of other emerging markets may cause increased
volatility in Indian financial markets and, indirectly, in the Indian economy in general. Concerns related to a trade
war between large economies may lead to increased risk aversion and volatility in global capital markets and
consequently have an impact on the Indian economy.
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. In response to such developments, legislators and financial regulators
in the United States and other jurisdictions, including India, implemented a number of policy measures designed
to add stability to the financial markets. However, the overall long-term effect of these and other legislative and
regulatory efforts on the global financial markets is uncertain, and they may not have the intended stabilising
effects.
69. Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by us may
dilute your shareholding and sale of Equity Shares by shareholders with significant shareholding may
adversely affect the trading price of the Equity Shares.
We may be required to finance our growth through future equity offerings. Any future equity issuances by us,
including a primary offering of Equity Shares, convertible securities or securities linked to Equity Shares including
through exercise of employee stock options, may lead to the dilution of investors’ shareholdings in our Company.
71Any future equity issuances by us or sales of our Equity Shares by our shareholders 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 our Equity Shares or incurring additional debt. Any disposal of Equity Shares by our
major shareholders or the perception that such issuance or sales may occur, including to comply with the minimum
public shareholding norms applicable to listed companies in India may adversely affect the trading price of the
Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through
offering of the Equity Shares or incurring additional debt. There can be no assurance that we will not issue Equity
Shares, convertible securities or securities linked to Equity Shares orthat our Shareholders will not dispose of,
pledge or encumber their Equity Shares in the future. 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 our Equity Shares.
70. The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after the
Issue and the market price of our Equity Shares may decline below the Issue Price and you may not be able to
sell your Equity Shares at or above the Issue Price.
The Issue Price of our Equity Shares will be determined by the book-building method. This price is based on
numerous factors and may not be indicative of the market price of our Equity Shares after the Issue. For details,
see “Basis for Issue Price” on page 119. The market price of our Equity Shares could be subject to significant
fluctuations after the Issue and may decline below the Issue Price. We cannot assure you that you will be able to
sell your Equity Shares at or above the Issue Price. Among the factors that could affect our share price include
without limitation. The following:
• Quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net
income and revenues;
• Changes in revenue or earnings estimates or publication of research reports by analysts;
• Speculation in the press or investment community;
• General market conditions; and
• Domestic and international economic, legal and regulatory factors unrelated to our performance.
71. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect
on the value of our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect
of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign
currency for repatriation, if required. Any adverse movement in currency exchange rates during the time that it
takes to undertake such conversion may reduce the net dividend to foreign investors. In addition, any adverse
movement in currency exchange rates during a delay in repatriating outside India the proceeds from a sale of
Equity Shares, for example, because of a delay in regulatory approvals that may be required for the sale of Equity
Shares may reduce the proceeds received by equity shareholders. For example, the exchange rate between the
Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate substantially
in the future, which may have an adverse effect on the trading price of our Equity Shares and returns on our Equity
Shares, independent of our operating results.
72. Significant differences exist between Ind AS and other accounting principles, such as US GAAP and
International Financial Reporting Standards (“IFRS”), which investors may be more familiar with and
consider material to their assessment of our financial condition.
Our Restated Financial Information have been prepared in accordance with the Indian Accounting Standards
notified under Section 133 of the Companies Act, 2013, read with the Ind AS Rules and restated in accordance
with the SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised
2019)” issued by the ICAI.
We have not attempted to quantify the impact of US GAAP, IFRS or any other system of accounting principles
on the financial data included in this Prospectus, nor do we provide a reconciliation of our financial information
to those of US GAAP, IFRS or any other accounting principles. US GAAP and IFRS differ in significant respects
from Ind AS. Accordingly, the degree to which the Restated Financial Information included in this Prospectus
will provide meaningful information is entirely dependent on the reader’s level of familiarity with Ind AS and the
SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting practices on the financial
disclosures presented in this Prospectus should accordingly be limited.
7273. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws, may
adversely affect our business, prospects and results of operations.
The regulatory and policy environment in India is evolving and subject to change. Such changes in applicable law
and policy in India, may adversely affect our business, financial condition, results of operations, performance and
prospects in India, to the extent that we are not able to suitably respond to and comply with such changes.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes may
adversely affect our business, results of operations and prospects, to the extent that we are unable to suitably
respond to and comply with any such changes in applicable law and policy. In addition, unfavourable changes in
or interpretations of existing, or the promulgation of new laws, rules and regulations including foreign investment
laws governing our business, operations and group structure could result in us being deemed to be in contravention
of such laws or may require us to apply for additional approvals. We may incur increased costs relating to
compliance with such new requirements, which may also require management time and other resources, and any
failure to comply may adversely affect our business, results of operations and prospects. Uncertainty in the
applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or
policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time
consuming as well as costly for us to resolve and may affect the viability of our current business or restrict our
ability to grow our business in the future.
74. 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, 2013, a company having share capital and incorporated in India must offer its equity
shareholders pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain their
existing ownership percentages prior to issuance of any new equity shares, unless the pre-emptive rights have been
waived by the adoption of a special resolution by holders of three-fourths of our Equity Shares voting on such
resolution.
However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights
without our filing an offering document or registration statement with the applicable authority in such jurisdiction,
you will be unable to exercise such pre-emptive rights, unless we make such a filing. 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 interests
in our Company would be diluted
75. Investors may not be able to enforce judgments obtained in foreign courts against us.
We are a public limited company under the laws of India. All of our Directors and officers are Indian nationals
and all or a significant portion of the assets of all of the directors and officers and a substantial portion of our
assets are located in India. As a result, it may be difficult for investors to effect service of process outside India on
us or on such directors or officers or to enforce judgments against them obtained from courts outside India,
including judgments predicated on the civil liability provisions of the United States federal securities laws.
India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited
number of jurisdictions, which includes the United Kingdom, United Arab Emirates, Singapore and Hong Kong.
In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements of the
Indian Code of Civil Procedure, 1908 (the “Civil Code”). The Civil Code only permits the enforcement of
monetary decrees, not being in the nature of any amounts payable in respect of taxes, other charges, fines or
penalties. Judgments or decrees from jurisdictions which do not have reciprocal recognition with India cannot be
enforced by proceedings in execution in India. Therefore, a final judgment for the payment of money rendered by
any court in a non-reciprocating territory for civil liability, whether or not predicated solely upon the general laws
of the non-reciprocating territory, would not be enforceable in India. Even if an investor obtained a judgment in
such a jurisdiction against us, our officers or directors, it may be required to institute a new proceeding in India
and obtain a decree from an Indian court. However, the party in whose favour such final judgment is rendered
may bring a fresh suit in a competent court in India based on a final judgment that has been obtained in a non-
reciprocating territory within three years of obtaining such final judgment. It is unlikely that an Indian court would
award damages on the same basis or to the same extent as was awarded in a final judgment rendered by a court in
another jurisdiction if the Indian court believed that the amount of damages awarded was excessive or inconsistent
73with public policy in India. In addition, any person seeking to enforce a foreign judgment in India is required to
obtain prior approval of the Reserve Bank of India to repatriate any amount recovered pursuant to the execution
of the judgment.
76. We are a public limited company under the laws of India. Our directors and officers are Indian nationals and
all or a significant portion of the assets of all of the directors and officers and a substantial portion of our assets
are located in India. As a result, it may be difficult for investors to effect service of process outside India on us
or on such directors or officers or to enforce judgments against them obtained from courts outside India,
including judgments predicated on the civil liability provisions of the United States federal securities laws.
Political instability or a change in economic liberalization and deregulation policies could seriously harm
business and economic conditions in India generally and our business in particular.
The Government of India has traditionally exercised and continues to exercise influence over many aspects of the
economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest rates,
changes in Government policy, taxation, social and civil unrest and other political, economic or other
developments in or affecting India. The rate of economic liberalization could change, and specific laws and
policies affecting the infrastructure sector, foreign investment and other matters affecting investment in our
securities could change as well. Any significant change in such liberalization and deregulation policies could
adversely affect business and economic conditions in India, and our business, prospects, financial condition and
results of operations, in particular.
77. We are subject to regulatory, economic and social and political uncertainties and other factors beyond our
control.
We are incorporated in India and we conduct our corporate affairs and our business in India. Our Equity Shares
are proposed to be listed on the BSE and the NSE, subject to the receipt of the final listing and trading approvals
from the Stock Exchanges. Consequently, our business, operations, financial performance and the market price of
our Equity Shares will be affected by interest rates, government policies, taxation, social and ethnic instability and
other political and economic developments affecting India.
Factors that may adversely affect the Indian economy, and hence our results of operations may include:
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert
or repatriate currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in
India and scarcity of financing for our expansions;
• prevailing income conditions among Indian customers and Indian corporations;
• political instability, terrorism, military conflict, epidemic or public health issues in India or in countries
in the region or globally, including in India’s various neighbouring countries;
• macroeconomic factors and central bank regulation, including in relation to interest rates movements
which may in turn adversely impact our access to capital and increase our borrowing costs;
• Instability in financial markets and volatility in, and actual or perceived trends in trading activity on,
India’s principal stock exchanges;
• decline in India’s foreign exchange reserves which may affect liquidity in the Indian economy;
• downgrading of India’s sovereign debt rating by rating agencies;
• difficulty in developing any necessary partnerships with local businesses on commercially acceptable
terms and/or a timely basis.
• changes in India’s tax, trade, fiscal or monetary policies; and
• other significant regulatory or economic developments in or affecting India or its logistics sector.
Moreover, a fall in the purchasing power of our clients, for any reason whatsoever, including rising consumer
inflation, availability of financing to our clients, changing governmental policies and a slowdown in economic
growth may have an adverse effect on our clients’ revenues, savings and could in turn negatively affect their
demand for our products. In addition, any slowdown or perceived slowdown in the Indian economy, or in specific
sectors of the Indian economy, could adversely affect our business, results of operations and financial condition
and the price of the Equity Shares.
78. Inflation in India could have an adverse effect on our profitability and if significant, on our financial condition.
Inflation rates in India have been volatile in recent years, and such volatility may continue. India has experienced
74high inflation relative to developed countries in the recent past. Continued high rates of inflation may increase our
expenses related to costs of raw material, rent, salaries or wages payable to our employees or any other expenses.
There can be no assurance that we will be able to pass on any additional expenses to our customers or that our
revenue will increase proportionately corresponding to such inflation. Accordingly, high rates of inflation in India
could have an adverse effect on our profitability and, if significant, on our financial condition.
79. 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.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and
residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and
reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in
compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to
above, then the prior approval of the RBI will be required. Additionally, shareholders who seek to convert the
Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India
will require a no objection/ tax clearance certificate from the income tax authority. There can be no assurance that
any approval required from the RBI or any other government agency can be obtained on any particular terms or
at all.
80. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise financing.
Any adverse revisions to India’s credit ratings for international debt by international rating agencies may adversely
affect our ability to raise additional overseas financing and the interest rates and other commercial terms at which
such additional financing is available. This could have an adverse effect on our ability to fund our growth on
favourable terms or at all, and consequently adversely affect our business and financial performance and the price
of our Equity Shares.
81. Natural calamities could have a negative impact on the Indian economy and cause our Company’s business to
suffer.
India has experienced natural calamities such as floods, landslides, tsunamis, earthquakes, etc. in recent years. The
extent and severity of these natural disasters determine their impact on the Indian economy. Prolonged spells of
abnormal rainfall or other natural calamities could have a negative impact on the Indian economy, which could
adversely affect our business, prospects, financial condition and results of operations as well as the price of the
Equity Shares.
82. The occurrence of natural or man-made disasters may adversely affect our business, financial condition, results
of operations and cash flows.
The occurrence of natural disasters, including hurricanes, floods, tsunamis, earthquakes, tornadoes, fires,
explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, may
adversely affect our financial condition or results of operations. In addition, any deterioration in relations between
India and its neighbouring countries might result in investor concern about stability in the region, which may
adversely affect the price of our Equity Shares. The potential impact of a natural disaster on our results of
operations and financial position is speculative and would depend on numerous factors. In addition, an outbreak
of a communicable disease in India or in the particular region in which we have projects would adversely affect
our business and financial conditions and the results of operations. We cannot assure prospective investors that
such events will not occur in the future or that our business, financial condition, results of operations and cash
flows will not be adversely affected.
83. Our ability to raise foreign capital may be constrained by Indian law.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such
regulatory restrictions limit our financing sources and could constrain our ability to obtain financings on
competitive terms and refinance existing indebtedness. In addition, we cannot assure you that any required
regulatory approvals for borrowing in foreign currencies will be granted to us without onerous conditions, or at
all. Limitations on foreign debt may have an adverse effect on our business growth, financial condition and results
of operations.
84. Rights of shareholders under Indian laws may be different from laws of other jurisdictions.
75Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including
in relation to class actions under the Indian law may not be as extensive as shareholders’ rights under the laws of
other countries or jurisdictions. Investors may face challenges in asserting their rights as our shareholder than as
a shareholder of an entity in another jurisdiction.
76SECTION III: INTRODUCTION
THE ISSUE
The following table summarizes details of the Issue:
Issue of Equity Shares by our Company(1) 24,300,000* Equity Shares of face value of ₹10 each
aggregating up to ₹ 4,009.20 million
Of which:
Employee Reservation Portion(2) 20,000* Equity Shares of face value of ₹10 each
aggregating up to ₹ 3.00 million
Accordingly
Net Issue 24,280,000* Equity Shares of face value of ₹10 each
aggregating up to ₹ 4,006.20 million
The Net Issue consists of:
A) QIB Portion (3) (4) 12,140,000* Equity Shares of face value of ₹10,
aggregating up to ₹2,003.10 million
of which:
(i) Anchor Investor Portion 7,284,000* Equity Shares
(ii) Net QIB Portion (assuming Anchor Investor 4,856,000* Equity Shares
Portion is fully subscribed)
of which:
(a) Available for allocation to Mutual Funds 242,800* Equity Shares
only (5% of the Net QIB Portion)(3)
(b) Balance for all QIBs including Mutual 4,613,200* Equity Shares
Funds
B) Non-Institutional Portion (5)(6) 3,642,000* Equity Shares of face value of ₹10, aggregating
up to ₹600.93 million.
of which:
(a) One-third of the Non-Institutional Portion 1,214,000* Equity Shares of face value of ₹10
available for allocation to Bidders with an
application size of more than ₹200,000 to
₹1,000,000
(b) Two-third of the Non-Institutional Portion 2,428,000* Equity Shares of face value of ₹10
available for allocation to Bidders with an
application size of more than ₹1,000,000
C) Retail Portion (5) 8,498,000* Equity Shares of face value of ₹10, aggregating
up to ₹ 1,402.17 million
Pre and post Issue Equity Shares
Equity Shares outstanding prior to the Issue (as at 72,132,080 Equity Shares of face value of ₹ 10
the date of this Prospectus)
Equity Shares outstanding after the Issue* 96,432,080 Equity Shares of face value of ₹ 10
Use of Net Proceeds See “Objects of the Issue” on page 108 for information on
the use of the proceeds from the Issue.
*Subject to finalization of the Basis of Allotment.
Notes:
(1) The Issue has been authorised by our Board pursuant to resolutions passed at their meeting held on December 19, 2024,
and by our Shareholders pursuant to a special resolution dated December 20, 2024.
(2) In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion was made
available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 200,000
(net of Employee Discount), subject to the maximum value of Allotment made to such Eligible Employee not exceeding
₹ 500,000 (net of Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion
after allocation of up to ₹ 500,000 (net of Employee Discount, if any), shall be added to the Net Issue. Our Company, in
77consultation with the BRLM, offered a discount of 9.09 % on the Issue Price (equivalent of ₹15 per Equity Share) to
Eligible Employees Bidding in the Employee Reservation Portion which was announced at least two Working Days prior
to the Bid/Issue Opening Date. See “Issue Procedure” and “Issue Structure” on pages 363 and 357, respectively.
(3) Our Company, in consultation with the BRLM, allocated up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with SEBI ICDR Regulations. The QIB Portion was accordingly reduced for the Equity
Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds
only, subject to valid Bids having bee received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price. In the event of undersubscription in the Anchor Investor Portion, the remaining Equity Shares were added to the
Net QIB Portion. 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds
only, and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB
Bidders, including Mutual Funds, subject to valid Bids having been received at or above the Issue Price. In the event the
aggregate demand from Mutual Funds was less than as specified above, the balance Equity Shares available for
Allotment in the Mutual Fund Portion was added to the Net QIB Portion and allocated proportionately to the QIB
Bidders in proportion to their Bids For further details, see “Issue Procedure” on page 363.
(4) Subject to valid Bids having been received at or above the Issue Price, under-subscription, if any, in any category, except
in the QIB Portion, was 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 BRLM and the Designated Stock Exchange subject to applicable
law. Under-subscription, if any, in the QIB Portion, was not allowed to be met with spill-over from other categories or
a combination of categories. In the event of under-subscription in the Issue, the Equity Shares were allocated in the
manner specified in “Terms of the Issue” on page 350.
(5) Subject to valid Bids having been received at or above the Issue Price, under-subscription, if any, in the Non-Institutional
Portion or the Retail Portion was allowed to be met with spill-over from any other category or a combination of
categories at the discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange, on a
proportionate basis, subject to applicable laws. For further details, please see “Terms of the Issue” on page 350.
(6) Further, (a) 1/3rd of the portion available to NIBs was reserved for applicants with application size of more than ₹
2,00,000 and up to ₹ 10,00,000, and (b) 2/3rd of the portion available to NIBs was reserved for applicants with application
size of more than ₹ 10,00,000. Provided that the unsubscribed portion in either of the sub-categories specified in clauses
(a) or (b), has been allocated to applicants in the other sub-category of NIBs .The allocation to each NIB was not less
than the minimum NIB Application Size, subject to availability of Equity Shares in the Non-Institutional Portion and the
remaining available Equity Shares, if any, was allocated on a proportionate basis in accordance with the conditions
specified in this regard in Schedule XIII of the SEBI ICDR Regulations.
(7) Allocation to Bidders in all categories, except the Anchor Investors, NIBs and RIBs, was made available on a
proportionate basis subject to valid Bids having been received at or above the Issue Price. The allocation to each RIB
was not less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining
available Equity Shares, if any, was allocated on a proportionate basis. Allocation to Anchor Investors shall be on a
discretionary basis. For further details, see “Issue Procedure” on page 363.
(8) SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all individual
investors applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to
₹5,00,000 shall use UPI. Individual Investors bidding under the Non-Institutional Portion for more than ₹ 2,00,000 and
up to ₹ 5,00,000, using the UPI Mechanism, shall provide their UPI ID the Bid-cum-Application Form for Bidding
through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked
online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
For details, including in relation to grounds for rejection of Bids, refer to “Issue Structure” and “Issue Procedure”
on pages 357 and 363, respectively. For details of the terms of the Issue, see “Terms of the Issue” on page 350.
For more information, including in relation to grounds for rejection of Bids, see “Issue Structure”, “Issue
Procedure” and “Terms of the Issue” on pages 357, 363 and 350, respectively.
78SUMMARY OF FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated
Financial Information for the Financial year ended March 31, 2025, March 31, 2024 and March 31, 2023. The
Restated Financial Information referred to above is presented under the section titled “Restated Financial
Information” on page 238 of this Prospectus. The summary of financial information presented below should be
read in conjunction with the Restated Financial Information, the notes thereto and the chapters titled “Restated
Financial Information” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 238 and 300, respectively of this Prospectus.
(The remainder of this page is intentionally left blank)
79RESTATED STATEMENT OF ASSETS AND LIABILITIES
(Amount in ₹ million)
Particulars Ficsal 2025 Fiscal 2024 Fiscal 2023
Assets
Non-Current Assets
Property, plant and equipment 50.82 31.59 35.45
Right-of-use assets 140.82 153.07 165.34
Investment property 308.21 313.51 318.83
Financial Assets
(a) Other financial assets 5.57 4.79 5.52
Income tax assets (net) 4.36 47.24 0.67
Other non-current assets - 2.24 -
Total Non-current Assets 509.78 552.44 525.81
Current Assets
Inventories 2,280.59 1,438.26 1,037.59
Financial Assets
(a) Trade receivables 877.74 604.69 469.93
(b) Cash and cash equivalents 10.10 20.92 58.20
(c) Bank Balances other than cash and cash equivalents 20.94 17.62 6.27
above
(d) Other Financial Assets 9.74 - -
Other current assets 48.59 16.10 17.66
Total current assets 3,247.70 2,097.59 1,589.65
Total Assets 3,757.48 2,650.03 2,115.46
Equity and Liabilities
Equity
Equity share capital 721.32 89.57 89.57
Other equity 1,287.13 1,278.90 967.66
Total Equity 2,008.45 1,368.47 1,057.23
Liabilities
80Particulars Ficsal 2025 Fiscal 2024 Fiscal 2023
Non-Current Liabilities
Financial Liabilities
(a) Borrowings 25.80 56.13 170.72
(b) Lease liabilities 8.85 20.80 31.12
Provisions 4.38 - -
Deferred tax liabilities 7.31 9.80 9.80
Total non-current Liabilities 46.34 86.73 211.64
Current Liabilities
Financial Liabilities
(a) Borrowings 1,184.51 1,013.66 721.16
(b) Lease liabilities 11.95 10.32 8.87
(c) Trade payables
- Total outstanding dues of micro enterprises and small 30.03 - -
enterprises
- Total outstanding dues of creditors other than micro 404.82 92.29 29.59
enterprises and small enterprises
(c) Other financial liabilities - - 6.94
Other current liabilities 71.04 75.78 78.65
Provisions 0.33 2.78 1.38
Total current liabilities 1,702.69 1,194.83 846.59
Total Liabilities 1,749.03 1,281.56 1,058.23
Total Equity and Liabilities 3,757.48 2,650.03 2,115.46
81RESTATED STATEMENT OF PROFIT AND LOSS
(Amount in ₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations 14,298.15 11,015.23 9,502.17
Other income 3.01 11.85 10.77
Total Income 14,301.16 11,027.08 9,512.94
Expenses
Cost of material 10,953.28 9,795.36 8,721.20
Purchases of Stock-In-Trade 2,611.51 933.92 262.66
Changes in Inventory of Finished Goods, WIP & Stock - (414.71) (383.93) (17.39)
In-Trade
Employee benefit expense 127.22 92.87 75.32
Finance costs 82.00 60.34 56.24
Depreciation and amortisation expense 26.16 25.63 18.27
Other expenses 97.73 81.30 82.29
Total Expenses 13,483.20 10,605.49 9,198.59
Profit before exceptional items and tax 817.96 421.59 314.35
Exceptional Items - - -
Profit before tax 817.96 421.59 314.35
Tax expense:
Current tax 209.29 110.88 79.57
Earlier year taxes - (0.28) -
Deferred tax (2.47) (0.06) 1.20
Total Tax Expenses 206.82 110.54 80.77
Profit for the year 611.14 311.05 233.58
Other Comprehensive Income
Items that will not be reclassified to profit or loss
82Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
- Re-measurement of employee defined benefit plans 0.05 0.25 0.10
- Deferred tax relating to items that will not be (0.01) (0.06) (0.02)
reclassified to profit or loss
Other Comprehensive Income to be transferred to 0.04 0.19 0.08
Other Equity for the year
Total Comprehensive Income for the year 611.18 311.24 233.66
Earnings per equity share (nominal value ₹ 10/- per
share)
(a) Basic (in ₹) 8.57 4.39 3.29
(b) Diluted (in ₹) 8.57 4.39 3.29
83RESTATED STATEMENT OF CASH FLOWS
(Amount in ₹ million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Cash flows from operating activities
Net profit before tax 817.94 421.59 314.35
Adjustment for:
Depreciation and amortisation 26.16 25.63 18.27
Finance costs 79.16 57.09 52.26
Interest income (1.33) (0.94) (2.75)
Balance written off 0.90 1.70 -
Allowance for expected credit loss 3.81 (2.35) (1.88)
Profit on sale of car (0.24) - -
Operating profit before changes in working 926.87 502.72 380.25
capital
Changes in working capital:
Adjustments for (increase) / decrease in operating
assets/liabilities:
Inventories (842.33) (400.67) 71.53
Trade receivables, loans, other financial assets and (277.76) (134.11) (211.24)
other assets
Financial and other asset (40.78) 2.29 5.52
Trade payables, other financial liabilities, other 329.48 48.67 (35.48)
liabilities and provisions
Changes in working capital (831.39) (483.81) (169.67)
Less : Taxes paid (166.42) (160.15) (79.85)
Cash flows from operating activities (70.93) (141.24) 130.73
Cash flows from investing activities
(Purchase) / sales of property, plant and equipment (27.60) (6.42) (30.47)
and investment property
Bank balances not considered as cash and cash (3.32) (11.36) (1.19)
equivalents
Interest received 1.33 0.94 2.75
Cash flows from Investing Activities (29.59) (16.83) (28.91)
84Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Cash flows from financing activities
Proceeds from/(repayments of) long-term (30.33) (30.57) (166.20)
borrowings
Proceeds from long-term borrowings - 1.70 -
Proceeds from/(repayments of) short-term 170.86 292.49 127.64
borrowings
Redemption of Preference Shares - (85.72) -
Interest payment (79.61) (57.09) (52.26)
Issue of Equity Share 28.80 - -
Cash flows from financing activities 89.71 120.81 (90.82)
Net changes in cash and cash equivalents (10.82) (37.27) 11.00
Cash and cash equivalents as at the beginning of the 20.92 58.20 47.20
year
Cash and cash equivalents as at the end of the 10.10 20.92 58.20
year
Components of cash and cash equivalents
Cash in hand 0.95 0.88 0.81
In current account with Banks 9.15 20.04 57.39
Cash and cash equivalents as per statement of 10.10 20.92 58.20
cash flows
85GENERAL INFORMATION
Registered Office of our Company
Shringar House of Mangalsutra Limited
Unit No. B-1, Lower Ground Floor, Jewel World (Cotton Exch Bldg),
175, Kalbadevi Rd, Bhuleshwar,
Mumbai 400 002,
Maharashtra, India.
Tel.: +91 90044 29107
E-mail: cs@shringar.ms
Website: www.shringar.ms
Company registration number and corporate identity number
The registration number and corporate identity number of our Company are as follow:
Corporate identity number: U36911MH2009PLC189306
Company registration number: 189306
For details relating to changes in our registered office, see the section titled “History and Certain Corporate Matters -
Changes in Registered Office” on page 207.
Registrar of Companies
Our Company is registered with the Registrar of Companies, Maharashtra at Mumbai which is situated at the following
address:
Registrar of Companies, Maharashtra at Mumbai
100, Everest, Marine Drive,
Mumbai 400 002,
Maharashtra, India
Board of Directors of our Company
The following table sets out the details of our Board as on the date of this Prospectus:
Name of director Designation DIN Address
Chetan N Thadeshwar Chairman & 02215281 6101, C Wing World View, Lodha World Towers,
Managing Director S B Marg, Lower Parel, Mumbai- 400013,
Maharashtra, India
Viraj C Thadeshwar Executive Director & 02240217 6101, C Wing World View, Lodha World Towers,
Chief Executive S B Marg, Lower Parel, Mumbai- 400013,
Officer Maharashtra, India
Balraj C Thadeshwar Whole-time Director 08469744 6101, C Wing World View, Lodha World Towers,
& Chief Operating S B Marg, Lower Parel, Mumbai- 400013,
Officer Maharashtra, India
Mamta C Thadeshwar Non-Executive 02215290 6101, C Wing World View, Lodha World Towers,
Director S B Marg, Lower Parel, Mumbai- 400013,
Maharashtra, India
Radhamanalan Independent Director 10835768 D No. A-92/1, Sipcot Housing Colony, Dharga
Hosur, Mookondapalli, Krishnagiri – 635126,
Tamil Nadu, India.
Nitesh Mahendra Kothari Independent Director 10812329 B/411, Bhairav Shrusti, 150 Feet Road, Near
Flyover, Bhayander West, Thane-401101,
Maharashtra, India.
Anilkumar Mohanraj Independent Director 08193193 201 Aarlin CHS, Station Road, Near Rajesh Hotel,
Marlecha Bhayander West, Thane-401101, Maharashtra,
India.
Ruchika Agarwal Independent Director 10875715 3401 Tower C, Omkar Altamonte, off Western
Express Highway, Near Shantaram Talao, Malad
East, Mumbai- 400079, Maharashtra, India
86For further details of our Board of Directors, see “Our Management – Board of Directors” on page 211 of this Prospectus.
Company Secretary and Compliance Officer
Rachit S Sinha
Shringar House of Mangalsutra Limited
Unit No. B-1, Lower Ground Floor,
Jewel World (Cotton Exch Bldg)
175, Kalbadevi Rd, Bhuleshwar
Mumbai 400 002
Maharashtra, India.
Tel.: +91 90044 29107
E-mail: cs@shringar.ms
Website: www.shringar.ms
Investor Grievances
Bidders are advised to contact the Company Secretary and Compliance Officer and/or the Registrar to the Issue in
case of any pre-Issue or post-Issue related grievances including non-receipt of letters of Allotment, non-credit of
allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by
electronic mode, etc. For all Issue related queries and for redressal of complaints, investors may also write to the
BRLM.
All Issue related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Issue with a copy
to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted, giving full details
such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, 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
Bid cum Application Form and the name and address of the relevant Designated Intermediary(ies) where the Bid was
submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated
Intermediaries in addition to the documents or information mentioned hereinabove. All grievances relating to Bids
submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Issue.
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 of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such
as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date
of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for Bid Amount paid
on submission of the Anchor Investor Application Form and the name and address of the BRLM where the Anchor Investor
Application Form was submitted by the Anchor Investor.
Book Running Lead Manager
Choice Capital Advisors Private Limited
Sunil Patodia Tower,
Plot No. 156-158, JB Nagar,
Andheri (East), Mumbai - 400 099
Maharashtra, India
Tel: +91 22 6707 9999/7919
E-mail: shoml.ipo@choiceindia.com
Website: www.choiceindia.com/merchant-investment-banking
Investor grievance e-mail: investorgrievances_advisors@choiceindia.com
Contact Person: Nimisha Joshi/Anuj Killa
SEBI Registration No: INM000011872
Statement of inter-se allocation of responsibilities among the Book Running Lead Manager
Choice Capital Advisors Private Limited is the sole Book Running Lead Manager to the Issue and all the responsibilities
relating to co-ordination and other activities in relation to the Issue shall be performed by Choice Capital Advisors Private
Limited and hence, a statement of inter-se allocation of responsibilities is not required.
87Legal Counsel to the Company
Desai & Diwanji
Forbes Building, 4th Floor
Charanjit Rai Marg
Fort, Mumbai 400 001
Maharashtra, India
Tel: +91 22 4560 1000
Registrar to the Issue
MUFG Intime India Private Limited (Formerly Link Intime Private Limited)
C-101, 1st Floor, Embassy 247,
L.B. S. Marg, Vikhroli (West)
Mumbai 400 083
Maharashtra, India
Telephone: +91 810 811 4949
Email: shrinagarhouse.ipo@in.mpms.mufg.com
Investor grievance email: s shrinagarhouse.ipo@in.mpms.mufg.com
Website: www.in.mpms.mufg.com
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
Bankers to Issue, Escrow Collection Bank, Public Issue Bank, Refund Bank and Sponsor Bank
Public Issue Bank and Sponspor Bank
Axis Bank Limited
Gokhale Road Branch, Ground Floor,
Sixth Sense Mall, At Junction of Gokhale Road,
Elphistone Road & Sayani Road,
Parel, Mumbai -400025
Tel: +91 9833558630
E-mail: Gokhaleroad.Branchhead@axisbank.com
Website: www.axisbank.com
Contact Person: Dilip Kanaujiya
Escrow Collection Bank, Refund Bank and Sponsor Bank
ICICI Bank Limited
Capital Market Division, 163,
5th Floor, H.T. Parekh Marg,
Backbay Reclamation
Churchgate, Mumbai-400020
Tel: 022-68052182
E-mail: Ipocmg@icicibank.com
Website: www.icicibank.com
Contact Person: Varun Badai
Syndicate Members
Choice Equity Broking Private Limited
Sunil Patodia Tower, Plot No. 156-158,
J.B. Nagar, Andheri (East), Mumbai- 400099
Tel: +91 2267079999 (Ext-867)
E-mail: ipo@choiceindia.com
Website: www.choiceindia.com
Contact Person: Pawan Khemka
Designated Intermediaries
Self-Certified Syndicate Banks
88The banks registered with SEBI, which offer the facility of ASBA services 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?doRecognised=yes and updated from time to time and at such other
websites as may be prescribed by SEBI from time to time.
A list of the Designated SCSB Branches with which an ASBA Bidder (other than a RIB using the UPI Mechanism), not
Bidding through Syndicate / Sub Syndicate or through a Registered Broker, RTA or CDP may submit the ASBA Forms, is
available at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and at such other websites
as may be prescribed by SEBI from time to time.
Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of Bidders (other
than RIBs) is provided on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be updated from time to
time or at such other website as may be prescribed by SEBI from time to time. Details of nodal officers of SCSBs, identified
for Bids made through the UPI Mechanism, are available at www.sebi.gov.in.
Self-Certified Syndicate Banks eligible as Issuer Banks for UPI Mechanism
In accordance with SEBI ICDR Master Circular and circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019;
SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 issued by the SEBI, UPI Bidders using the UPI Mechanism may
apply through the SCSBs and mobile applications whose names appears on the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40, as updated from time to time. A list
of SCSBs and mobile applications, which are live for applying in public issues using UPI Mechanism is provided on the
website of the 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.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investor and RIBs) submitted under ASBA process to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits
of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) as updated from time to timeor any
such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid
cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) as updated from time to time, or any
such other website as may be prescribed by SEBI from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the Offer using the stockbroker network of the Stock Exchanges, i.e., through the
Registered 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
www.bseindia.com and www.nseindia.com, respectively, 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/Markets/PublicIssues/RtaDp.aspx and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm , respectively as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the websites of BSE at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx and on
the website of NSE at www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to
time.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated September 01, 2025 from M/s. T R Chadha & Co LLP, Chartered
89Accountants to include their name as required under Section 26 of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Prospectus and as an “Expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent
and in their capacity as our Statutory Auditor, and in respect of their (i) examination report, dated July 19, 2025 on our
Restated Financial Information; and (ii) the statement of special tax benefits available to the Company and its shareholders
dated September 01, 2025, included in this Prospectus and such consent has not been withdrawn as on the date of this
Prospectus.
Our Company has received written consent dated September 01, 2025 from, M/s J F Jain & Co, Independent Chartered
Accountants, to include their name as required under section 26(5) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Prospectus and as an “expert” as defined under section 2(38) of the Companies Act, 2013 in respect of
various certifications issued by them in their capacity as Independent Chartered Accountants to our Company and such
consent has not been withdrawn as on the date of filing of this Prospectus.
In addition, our Company has received written consent dated September 01, 2025 from Sharjeel Aslam Faiz independent
chartered engineer to include his name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent
and his capacity as independent chartered engineer in respect of details regarding production capacity of plant & machinery
of our Company and such consent has not been withdrawn as on the date of this Prospectus.
The term “experts” and consent thereof does not represent an expert or consent within the meaning under the U.S. Securities
Act.
Statutory Auditor of our Company
M/s T R Chadha & Co LLP, Chartered Accountants
E 2001-02, 20th Floor, Lotus Corporate Park
Off Western Express Highway
Ram Mandir Station Road
Goregaon East Mumbai, 400063
E-mail: mumbai@trchadha.com
Telephone: +91 22 4966 9000
Firm registration number: 006711N/N500028
Peer review number: 014544
Contact Person: Pramod Tilwani
Membership Number: 076650
Changes in auditors
There has been no change in our statutory auditors in the five years preceding the date of this Prospectus except as disclosed
below:
Particulars Date of change Reasons for change
M/s T R Chadha & Co LLP, Chartered September 30, 2024 Appointment as Statutory Auditor.
Accountants
E 2001-02, 20th Floor, Lotus Corporate
Park
Off Western Express Highway
Ram Mandir Station Road
Goregaon East Mumbai, 400063
Email: mumbai@trchadha.com
Telephone: +91 22 4966 9000
Firm Registration Number: 006711N
Peer review number: 014544
M/s T R Chadha & Co LLP, Chartered April 15, 2024 Appointed as Statutory Auditor to fill
Accountants casual vacancy.
E 2001-02, 20th Floor, Lotus Corporate
Park
Off Western Express Highway
Ram Mandir Station Road
Goregaon East Mumbai, 400063
Email: mumbai@trchadha.com
Telephone: +91 22 4966 9000
Firm Registration Number: 006711N
90Particulars Date of change Reasons for change
Peer review number: 014544
M/s I G Jain & Co, Chartered April 10, 2024 Resignation due to other
Accountants commitments and other assignments.
Balkrishna Krupa C.H.S Ltd, 3rd Floor,
45/49, Babu Genu Road, Kalbadevi,
Mumbai – 400002,
Maharashtra, India.
Email: incometax@igjain.com
Telephone: +91 22 6747 4713
Firm Registration Number: 103913W
Bankers to our Company
Kotak Mahindra Bank Limited
10th Floor, Godrej Two, Unit 1003 & 1004
Off Eastern Express Highway, Pirojsha Nagar
Vikhroli (East), Mumbai-400079
Telephone +91 77649 03636
Email ID: abhishek.kumar37@kotak.com
Website: www.kotak.com
Contact Person: Abhishek Kumar
ICICI Bank Limited
ICICI Bank Tower, Near Chakli Circle,
Old Padra Road, Vadodra 390007. India
Telephone (91-22) 2653 1414
Email ID: companysecretary@icicibank.com
Website: www.icicibank.com
Contact Person: Rekha Subash
IPO Grading of the Issue
No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Issue.
Monitoring Agency
Our Company has appointed CRISIL Ratings Limited as the monitoring agency for monitoring the utilization of the Gross
Proceeds in compliance with Regulation 41 of the SEBI ICDR Regulations. For details, see the section titled “Objects of
the Issue” on page 108.
CRISIL Ratings Limited
Lightbridge IT Park,
Saki Vihar Road, Andheri East,
Mumbai 400 072
Tel: 022 33423000
E-mail: crisilratingdesk@crisil.com
Website: www.crisilratings.com
Contact Person: Shounak Chakravarty
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency. Accordingly, no
appraising entity has been appointed in relation to the Issue.
Credit Rating
As this is an Issue of Equity Shares, there is no credit rating required for the Issue.
Debenture Trustee
As this is an Issue consisting only of Equity Shares, the appointment of a debenture trustee is not required for the Issue.
91Green Shoe Option
No green shoe option is contemplated under the Issue.
Filing of the Draft Red Herring Prospectus, the Red Herring Prospectus and this Prospectus
A copy of the Draft Red Herring Prospectus has been filed electronically with SEBI at cfddil@sebi.gov.in in accordance
with the SEBI circular dated March 27, 2020, in relation to “Easing of Operational Procedure –Division of Issues and
Listing –CFD” and on the SEBI’s online portal at https://siportal.sebi.gov.in, in accordance with SEBI ICDR Master
Circular as specified in Regulation 25(8) of the SEBI ICDR Regulations.
Further, a physical copy of the Draft Red Herring Prospectus has also been filed with SEBI at the following address:
Securities and Exchange Board of India
Corporation Finance Department Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (E)
Mumbai 400 051, Maharashtra, India
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed, has been filed
with the RoC in accordance with Section 32 of the Companies Act, 2013, and a copy of this Prospectus required to be filed
under Section 26 of the Companies Act, 2013 shall be filed with the RoC at its office, and through the electronic portal at
www.mca.gov.in/mcafoportal/loginvalidateuser.do.
Book Building Process
The book building, in the context of the Issue, refers to the process of collection of Bids from investors on the basis of the
Red Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band
and the minimum Bid Lot was decided by our Company in consultation with the Book Running Lead Manager, and
advertised in all English editions of Business Standard (a widely circulated English national daily newspaper), all Hindi
editions of Business Standard (a widely circulated Hindi national daily newspaper) and Mumbai edition of Navshakti, a
Marathi newspaper, Marathi being the regional language of Maharashtra, where our Registered Office is located, each with
wide circulation, at least two (2) Working Days prior to the Bid/Issue Opening Date and was made available to the Stock
Exchanges for the purpose of uploading on their respective websites. The Issue Price was determined by our Company in
consultation with the BRLM after the Bid/ Issue Closing Date. For details, see “Issue Procedure” on page 363 of this
Prospectus.
All Bidders, except Anchor Investors, participated through ASBA process by providing details of their respective
ASBA Account in which the corresponding Bid Amount was blocked by SCSBs. UPI Bidders shall participate
through the ASBA process, either by (i) providing the details of their respective ASBA Account in which the
corresponding Bid Amount was blocked by the SCSBs; or (ii) using the UPI Mechanism. Pursuant to SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual bidders in initial public offerings whose
application sizes are up to ₹0.50 million used the UPI Mechanism. Anchor Investors were not permitted to
participate in the Issue through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders were not allowed to withdraw or lower
the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual
Investors Bidding in the Retail Portion could revise their Bids during the Bid/Issue Period and withdraw their Bids until the
Bid/Issue Closing Date. Further, Anchor Investors could not withdraw their Bids after the Anchor Investor Bid/ Issue
Period. Allocation to QIBs (other than Anchor Investors) and Non-Institutional Bidders was made available on
proportionate basis while Allocation to the Anchor Investors was on a discretionary basis. The allocation to each Retail
Individual Investor and Non-Institutional Investor was 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,
were allocated on a proportionate basis.
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 were advised to make their own judgment about investment through this process
prior to submitting a Bid in the Issue.
Our Company has complied with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to this
Issue. In this regard, our Company has appointed the BRLM to manage this Issue and procure Bids for this Issue.
92The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI. Bidders were
advised to make their own judgment about an investment through this process prior to submitting a Bid.
Bidders should note that the Issue is also subject to (i) filing of this Prospectus by our Company with the RoC; and (ii) our
Company obtaining final listing and trading approvals from the Stock Exchanges, which our Company shall apply for after
Allotment.
Illustration of Book Building Process and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Terms of the Issue” and “Issue
Procedure” on pages 350 and 363, respectively.
Underwriting Agreement
After the determination of the Issue Price and allocation of Equity Shares, our Company have entered into an Underwriting
Agreement with the Underwriters for the Equity Shares offered in the Issue. The extent of underwriting obligations and the
Bids to be underwritten in the Issue were as per the Underwriting Agreement. The Underwriting Agreement is dated
September 12, 2025. Pursuant to the terms of the Underwriting Agreement, the obligations of each of the Underwriters are
several and is subject to certain conditions specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
Name, address, telephone and e-mail of Indicative number of Equity Shares to Amount Underwritten(₹ in
Underwriters be Underwritten million)
Choice Capital Advisors Private 18,225,000 3,007.13
Limited
Sunil Patodia Tower,
Plot No. 156-158, JB Nagar,
Andheri (East), Mumbai - 400 099
Maharashtra, India
Tel: +91 22 6707 9999/7919
E-mail: shoml.ipo@choiceindia.com
Contact Person: Nimisha Joshi/Anuj
Killa
Choice Equity Broking Private Limited 6,075,000 1,002.37
Sunil Patodia Tower, Plot No. 156-158,
J.B. Nagar, Andheri (East), Mumbai-
400099
Tel: +91 2267079999 (Ext-867)
E-mail: ipo@choiceindia.com
Contact Person: Pawan Khemka
The above-mentioned underwriting commitments are indicative and will be finalised subject to the provisions of Regulation
40(2) of the SEBI ICDR Regulations.
In the opinion of our Board of Directors (based on representations made to our Company by the Underwriters), the resources
of the aforementioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in
full. The aforementioned Underwriters are merchant bankers registered with our SEBI or stock brokers registered with the
Stock Exchanges. Our Board at its meeting held on September 12, 2025 has accepted and entered into the Underwriting
Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set forth in the
table above. Notwithstanding the above table, the Underwriters are severally responsible for ensuring payment with respect
to the Equity Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement.
In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the
Underwriting Agreement, will also be required to procure subscribers for or subscribe to the Equity Shares to the extent of
the defaulted amount in accordance with the Underwriting Agreement.
93CAPITAL STRUCTURE
The share capital of our Company as on the date of this Prospectus is set forth below:
(Amount in ₹, except share data)
Sr. Aggregate nominal Aggregate value
Particulars
No. value at Issue Price*
A. Authorized Share Capital(1)
100,000,000 Equity Shares of face value of ₹ 10 each 1,000,000,000
1,000,000 Preference Shares of face value of ₹ 10 each 10,000,000
Total 1,010,000,000
B. Issued, Subscribed and Paid-up Share Capital before the Issue
72,132,080 Equity Shares of face value of ₹ 10 each 721,320,800 -
C. Present Issue in terms of this Prospectus (2)
Fresh Issue of up to 24,300,000 Equity Shares of face value of ₹10 243,000,000 4,009,200,000
aggregating to ₹ 4,009.20 million
Which includes
Employee Reservation Portion of up to 20,000 Equity Shares of 200,000 3,000,000
face value of ₹ 10 each aggregating up to ₹ 3.00 million(3)
Net Issue of up to 24,280,000 Equity Shares of face value of ₹ 10 242,800,000 4,00,62,00,000
each aggregating up to ₹ 4,006.20 million
D. Issued, Subscribed and Paid-up Share Capital after the Issue*
96,432,080 Equity Shares of face value of ₹ 10 each 964,320,800 -
E. Securities Premium Account
Before the Issue 48,755,400
After the Issue* 3,814,955,400
*To be updated upon finalization of the Issue Price and subject to the Basis of Allotment.
1. For details in relation to the changes in the authorized share capital of our Company in the last 10 years, see “History and Certain
Corporate Matters-Amendments to our Memorandum of Association” on page 207 of this Prospectus.
2. The present Issue is authorized by our Board of Directors vide resolution passed at its meeting held on December 19, 2024 and by
the shareholders of our Company vide special resolution passed pursuant to section 23 and section 62(1)I of the Companies Act,
2013 at the Annual General Meeting held on December 20, 2024. For further details, see “Other Regulatory and Statutory
Disclosures” on page 338.
3. Our Company, in consultation with the BRLM, ffered a discount of up to 9.09% on the Issue Price (equivalent of ₹15 per Equity
Share) to Eligible Employees bidding in the Employee Reservation Portion which was announced two Working Days prior to the
Bid/ Issue Opening Date. The Employee Reservation Portion shall constitute up to 0.02% of our post-Issue paid-up Equity Share
capital. For further details, see the sections titled “Issue Procedure” and “Issue Structure” on pages 363 and 357 respectively.
1. Notes to the Capital Structure
Equity Share Capital history of our Company
The following table sets forth the history of the Equity Share capital of our Company.
Date of Number Face Issue Reason/Nature Nature of Cumulative Cumulative
allotment of Equity value price per of allotment consideration number of paid-up
Shares per equity Equity Equity
allotted equity share (₹) Shares Share
share (₹) capital (₹)
On 10,000 10.00 10.00 Initial Cash 10,000 1,00,000
Incorporation subscription to
– January 02, MoA(1)
2009
February 18, 40,000 10.00 10.00 Further issue(2) Cash 50,000 500,000
2009
94Date of Number Face Issue Reason/Nature Nature of Cumulative Cumulative
allotment of Equity value price per of allotment consideration number of paid-up
Shares per equity Equity Equity
allotted equity share (₹) Shares Share
share (₹) capital (₹)
August 25, 40,000 10.00 100.00 Further issue(3) Cash 90,000 900,000
2009
March 31, 8,010 10.00 150.00 Further issue(4) Cash 98,010 980,100
2010
November 150,000 10.00 100.00 Further issue(5) Cash 248,010 1,880,100*
01, 2011
March 31, (150,000) 10.00 N.A. Forfeiture of N.A. 98,010 980,100
2012** partly paid up
equity shares
March 17, 61,900 10.00 10.00 Private Cash 159,910 1,599,100
2016 Placement (6)
December 8,706,600 10.00 10.47 Conversion of Cash# 8,866,510 88,665,100
17, 2021 Loan into
Equity(7)
November 150,000 10.00 192.00 Re-issue of Cash 9,016,510 90,165,100
28, 2024 Forfeited Shares
(8)
November 63,115,570 10.00 N.A. Bonus Issue of N.A. 72,132,080 721,320,800
30, 2024 Shares in the
ratio of seven (7)
Equity Shares
for every one (1)
Equity shared
held(9)
* Our Company issued 150,000 partly paid-up equity shares at an issue price of ₹100.00 per share, comprising face value of ₹10.00 and
securities premium of ₹90.00. However, only face value of ₹6.00 and securities premium of ₹84.00 were called and paid, resulting in an
increase in the paid-up equity share capital by ₹0.9 million.
** Our Company had allotted 50,000 partly paid-up Equity Shares to Regency Trust Limited, 50,000 partly paid-up Equity Shares to
Kailash Fincom Limited and 50,000 partly paid-up Equity Shares to Goyal Financials (India) Limited. Further, such partly paid up
equity shares were forfeited pursuant to a resolution passed by the Board of Directors on March 31, 2012, due to non-payment of the
call amount of ₹ 4 per Equity Share aggregating to ₹ 0.6 million in the Fiscal 2012.
# Our Company had inadvertently filed the Form PAS-3 to reflect that the allotment was made for consideration other than cash. For
details, see “Risk Factor 16- “There have been instances of inadvertent filing with respect to a corporate actions taken by our Company
in the past. Further, we have made non-compliance under Section 135 of the Companies Act, 2013 for the Fiscal 2022. Consequently,
we may be subject to regulatory actions and penalties.” on page 47.
Notes:
(1) Allotment of 4,000 Equity Shares to Chetan N Thadeshwar, 3,000 Equity Shares to Mamta C Thadeshwar and 3,000 Equity
Shares to Viraj C Thadeshwar.
(2) Allotment of 10,000 Equity Shares to Chetan N Thadeshwar, 10,000 Equity Shares to Mamta C Thadeshwar, 10,000 Equity
Shares to Viraj C Thadeshwar and 10,000 Equity Shares to Natwarlal Kanji Thadeshwar.
(3) Allotment of 5,000 Equity Shares to Caci Mercantile Private Limited, 5,000 Equity Shares to Nihal Mercantile Private Limited,
10,000 Equity Shares to Aarika Steels & Metal Private Limited, 10,000 Equity Shares to Safford Mercantile Private Limited
and 10,000 Equity Shares to Pasupati Enclave Private Limited
(4) Allotment of 1,000 Equity Shares to Chetan N Thadeshwar, 1,000 Equity Shares to Mamta C Thadeshwar, 1,000 Equity Shares
to Viraj C Thadeshwar, 5,000 Equity Shares to Kosha Cubidor Containers Limited and 10 Equity Shares to Dipen A Shah.
(5) Allotment of 50,000 partly paid-up Equity Shares to Regency Trust Limited, 50,000 partly paid-up Equity Shares to Kailash
Fincom Limited and 50,000 partly paid-up Equity Shares to Goyal Financials (India) Limited.
(6) Allotment of 61,900 Equity Shares to Chetan N Thadeshwar.
(7) Allotment of 47,97,300 Equity Shares to Chetan N Thadeshwar, 25,77,000 Equity Shares to Mamta C Thadeshwar, 6,66,150
Equity Shares to Viraj C Thadeshwar and 6,66,150 Equity Shares to Balraj C Thadeshwar.
(8) Allotment of 1,50,000 Equity Shares to Chetan N Thadeshwar, owing to re-issue of shares forfeited. Our Company had allotted
50,000 partly paid-up Equity Shares to Regency Trust Limited, 50,000 partly paid-up Equity Shares to Kailash Fincom Limited
& 50,000 partly paid-up Equity Shares to Goyal Financials (India) Limited. Such partly paid up equity shares were forfeited
95pursuant to a resolution passed by the Board of Directors on March 31, 2012, due to non-payment of the balance on such equity
shares when called upon.
(9) Allotment of 3,52,32,400 Equity Shares to Chetan N Thadeshwar, 1,82,45,500 Equity Shares to Mamta C Thadeshwar,
48,17,785 Equity Shares to Viraj C Thadeshwar, 48,17,785 Equity Shares to Balraj C Thadeshwar, 700 Equity Shares to Nillu
Manakchand Rathod, 700 Equity Shares to Nikita Rakesh Sharma, 700 Equity Shares to Jayesh Navinchandra Dave.
Preference Share Capital
As on date of this Prospectus, our Company has redeemed all the preference shares issued by the Company till date
and does not have any outstanding, issued, subscribed and paid-up Preference Share capital.
2. Equity shares issued in the preceding one year below the Issue Price
The Issue Price shall be determined by our Company, in consultation with the BRLM after the Bid/Issue Closing
Date. Except as stated above, Our Company has not issued any Equity Shares at a price lower than the Issue price,
during the period of one (1) year, immediately preceding the date of this Prospectus. For details of the allotments
made in the last one year, see “Capital Structure – Share Capital History of Our Company – Equity Share capital”
on page 94 of this Prospectus.
3. Secondary transactions of our Promoters and members forming part of our Promoter Group
Except as disclosed in “Build-up of the shareholding of our Promoters in our Company” on page 104 and as
mentioned below, none of our Promoters and members of our Promoter Group have purchased or sold any securities
of our Company, through secondary market since inception preceding the date of this Prospectus:
Date of Nature of Number of Nature of Face value Transfer
Acquisition/Transfer Transaction Equity Consideration per Equity price per
Shares Share Equity Share
(₹)
Natwarlal Kanji Thadeshwar
October 1, 2011 Transfer to (9,000) Cash 10.00 10.00
Chetan N
Thadeshwar
July 15, 2019 Transfer to (1,000) Cash 10.00 10.00
Viraj C
Thadeshwar
Nikita Rakesh Sharma
November 27, 2024 Transfer from 100 N.A. 10.00 -
Balraj C
Thadeshwar by
way of gift
Nillu Manakchand Rathod
November 27, 2024 Transfer from 100 N.A. 10.00 -
Viraj C
Thadeshwar by
way of gift
4. Issue of Equity Shares for consideration other than cash or by way of bonus issue
Except as set out below, our Company has not issued any Equity Shares for consideration other than cash or by way
of bonus issue:
Date of Reason Number of Face Issue Nature of Benefits accrued to
allotment for Equity Shares value Price consideration our Company
allotment allotted (₹) (₹)
November 30, Bonus(1) 6,31,15,570 10 N.A. N.A. -
2024
Notes:
(1) Allotment of 3,52,32,400 Equity Shares to Chetan N Thadeshwar, 1,82,45,500 Equity Shares to Mamta C Thadeshwar,
48,17,785 Equity Shares to Viraj C Thadeshwar, 48,17,785 Equity Shares to Balraj C Thadeshwar, 700 Equity Shares to
Nillu Manakchand Rathod, 700 Equity Shares to Nikita Rakesh Sharma and 700 Equity Shares to Jayesh Navinchandra
96Dave pursuant to the bonus issue of 7 Equity Shares for every 1 Equity Share held.
5. Issue of Equity Shares out of revaluation reserves
Our Company has not issued any Equity Shares out of its revaluation reserves since incorporation.
6. Issue of Equity Shares pursuant to sections 391 to 394 of the Companies Act, 1956 or sections 230 to 234 of
the Companies Act, 2013
Our Company has not issued or allotted any Equity Shares pursuant to any scheme of arrangement approved under
Sections 391 to 394 of the erstwhile Companies Act, 1956 or Sections 230-234 of the Companies Act, 2013, as
applicable.
7. Issue or transfer of Equity Shares under employee stock option schemes
The Company does not have any employee stock option schemes under which any equity shares of the Company is
granted. Accordingly, no Equity Shares have been issued or transferred by our Company pursuant to the exercise of
any employee stock options.
8. Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding and Lock-in of other Equity
Shares
As of the date of this Prospectus, our Promoters hold 7,21,29,680 Equity Shares, constituting 99.99 % of the issued,
subscribed and paid-up equity share capital of our Company.
(a) Build-up of the Equity shareholding of our Promoters in our Company
The details regarding the build-up of our Promoters’ shareholding are set forth below:
Date of Number Face Issue / Nature of Nature of Percentag Percentage
allotment / of Equity value Transfer acquisition/ consideration e of the of the post-
transfer Shares per (₹) price per allotment/ pre- Issue Issue
Equity transfer equity equity
Share (₹) share share
capital capital (%)
(%)
A) CHETAN N THADESHWAR
On 4,000 10.00 10.00 Initial Cash 0.006 Negligible
Incorporation subscription
- January 02, to MoA
2009
February 18, 10,000 10.00 10.00 Further issue Cash 0.014 0.01
2009
March 31, 1,000 10.00 150.00 Further issue Cash 0.001 Negligible
2010
October 01, 9,000 10.00 10.00 Transfer Cash 0.012 0.01
2011 from
Natwarlal
Kanji
Thadeshwar
March 17, 61,900 10.00 10.00 Private Cash 0.086 0.06
2016 Placement
December 17, 4,797,300 10.00 10.47 Conversion Cash# 6.65 4.97
2021 of Loans into
Equity
November 28, 150,000 10.00 192.00 Re-issue of Cash 0.21 0.16
2024 Forfeited
Shares
November 30, 35,232,400 10.00 N.A. Bonus Issue N.A. 48.84 36.54
2024
Sub-total (A) 40,265,600 55.82% 41.76
B) MAMTA C THADESHWAR
97Date of Number Face Issue / Nature of Nature of Percentag Percentage
allotment / of Equity value Transfer acquisition/ consideration e of the of the post-
transfer Shares per (₹) price per allotment/ pre- Issue Issue
Equity transfer equity equity
Share (₹) share share
capital capital (%)
(%)
On 3,000 10.00 10.00 Initial Cash 0.004 Negligible
Incorporation- subscription
January 02, to MoA
2009
February 18, 10,000 10.00 10.00 Further issue Cash 0.014 0.01
2009
March 31, 1,000 10.00 150.00 Further issue Cash 0.001 Negligible
2010
February 01, 5,000 10.00 10.00 Transfer Cash 0.007 0.01
2013 from Kosha
Cubidor
Containers
Ltd
July 15, 2019 2,000 10.00 10.00 Transfer Cash 0.003 Negligible
from Chetan
R. Parmar
July 15, 2019 2,000 10.00 10.00 Transfer Cash 0.003 Negligible
from Kishore
R. Parmar
July 15, 2019 2,000 10.00 10.00 Transfer Cash 0.003 Negligible
from Bhavna
K. Parmar
July 15, 2019 2,000 10.00 10.00 Transfer Cash 0.003 Negligible
from
Moksha
Joshi
July 15, 2019 2,000 10.00 10.00 Transfer Cash 0.003 Negligible
from Lalit
Joshi
July 15, 2019 600 10.00 10.00 Transfer Cash 0.001 Negligible
from Jayesh
H. Vyas
December 17, 2,577,000 10.00 10.47 Conversion Cash# 3.57 2.67
2021 of Loans into
Equity
November 27, (100) 10.00 N.A. Transfer to N.A. Negligible Negligible
2024 Jayesh
Navinchandr
a Dave by
way of gift
November 30, 18,245,500 10.00 N.A. Bonus Issue N.A. 25.29 18.92
2024
Sub-total (B) 2,08,52,000 28.91% 21.62
C) VIRAJ C THADESHWAR
On 3,000 10.00 10.00 Initial Cash 0.004 Negligible
Incorporation subscription
- January 02, to MoA
2009
February 18, 10,000 10.00 10.00 Further issue Cash 0.014 0.01
2009
March 31, 1,000 10.00 150.00 Further issue Cash 0.001 Negligible
2010
July 15, 2019 1,000 10.00 10.00 Transfer Cash 0.001 Negligible
from
Natwarlal
98Date of Number Face Issue / Nature of Nature of Percentag Percentage
allotment / of Equity value Transfer acquisition/ consideration e of the of the post-
transfer Shares per (₹) price per allotment/ pre- Issue Issue
Equity transfer equity equity
Share (₹) share share
capital capital (%)
(%)
Kanji
Thadeshwar
July 15, 2019 10 10.00 10.00 Transfer Cash Negligible Negligible
from Dipen
Ashok Shah
July 15, 2019 2,500 10.00 10.00 Transfer Cash 0.003 Negligible
from
Madhuben
N. Vyas
July 15, 2019 2,500 10.00 10.00 Transfer Cash 0.003 Negligible
from
Harsukhbhai
C. Vyas
July 15, 2019 2,000 10.00 10.00 Transfer Cash 0.003 Negligible
from
Hemanshu
Pandya
July 15, 2019 125 10.00 10.00 Transfer Cash Negligible Negligible
from Jayesh
H. Vyas
July 15, 2019 10 10.00 10.00 Transfer Cash Negligible Negligible
from Dilip
Bhawarlal
Kothari
July 15, 2019 10 10.00 10.00 Transfer Cash Negligible Negligible
from Jayesh
V Vaya
July 15, 2019 10 10.00 10.00 Transfer Cash Negligible Negligible
from
Krihsnadevi
Dokania
July 15, 2019 10 10.00 10.00 Transfer Cash Negligible Negligible
from
Narangibai
K. Jain
July 15, 2019 10 10.00 10.00 Transfer Cash Negligible Negligible
from Paresh
Jayesh Vaya
July 15, 2019 10 10.00 10.00 Transfer Cash Negligible Negligible
from
Pravinchand
ra H.
Chawda
July 15, 2019 10 10.00 10.00 Transfer Cash Negligible Negligible
from Sudhir
G Joshi
December 17, 666,150 10.00 10.47 Conversion Cash# 0.092 0.69
2021 of Loans into
Equity
November 27, (100) 10.00 N.A. Transfer to N.A. Negligible Negligible
2024 Nillu
Manakchand
Rathod by
way of gift
November 30, 4,817,785 10.00 N.A. Bonus Issue N.A. 6.68 5.00
99Date of Number Face Issue / Nature of Nature of Percentag Percentage
allotment / of Equity value Transfer acquisition/ consideration e of the of the post-
transfer Shares per (₹) price per allotment/ pre- Issue Issue
Equity transfer equity equity
Share (₹) share share
capital capital (%)
(%)
2024
Sub-total (C) 5,506,040 7.63% 5.71
D) BALRAJ C THADESHWAR
July 15, 2019 2,500 10.00 10.00 Transfer Cash 0.003 Negligible
from
Bhavika J.
Vyas
July 15, 2019 2,500 10.00 10.00 Transfer Cash 0.003 Negligible
from Nilesh
R. Parmar
July 15, 2019 2,000 10.00 10.00 Transfer Cash 0.003 Negligible
from Devang
Pandya
July 15, 2019 1,275 10.00 10.00 Transfer Cash 0.002 Negligible
from Jayesh
H. Vyas
July 15, 2019 2,000 10.00 10.00 Transfer Cash 0.003 Negligible
from Jagdish
M. Solanki
July 15, 2019 1,930 10.00 10.00 Transfer Cash 0.003 Negligible
from Dipun
M. Solanki
July 15, 2019 2,500 10.00 10.00 Transfer Cash 0.003 Negligible
from Kishore
R. Parmar
(HUF)
July 15, 2019 2,500 10.00 10.00 Transfer Cash 0.003 Negligible
from
Shailesh
Pawar
July 15, 2019 2,500 10.00 10.00 Transfer Cash 0.003 Negligible
from
Kalpesh K.
Pawar
July 15, 2019 2,500 10.00 10.00 Transfer Cash 0.003 Negligible
from Kishan
R. Pawar
December 17, 666,150 10.00 10.47 Conversion Cash# 0.924 0.69
2021 of Loans into
Equity
November 27, (100) 10.00 N.A. Transfer to N.A. Negligible Negligible
2024 Nikita
Rakesh
Sharma by
way of gift
November 30, 4,817,785 10.00 N.A. Bonus Issue N.A. 6.68 5.00
2024
Sub-total (D) 5,506,040 7.63% 5.71
Total 72,129,680 99.99% 74.80
(A+B+C+D)
# Our Company had inadvertently filed the Form PAS-3 to reflect that the allotment was made for consideration other than cash.
For details, see “Risk Factor -16- There have been instances of inadvertent filing with respect to a corporate actions taken by our
Company in the past. Further, we have made non-compliance under Section 135 of the Companies Act, 2013 for the Fiscal 2022.
Consequently, we may be subject to regulatory actions and penalties.” on page 47.
100All the Equity Shares by our Promoters were fully paid-up on the respective dates of acquisition/allotment of such
Equity Shares.
As of the date of this Prospectus, none of the Equity Shares held by our Promoters and Promoter Group in our Company
are pledged.
(b) Details of Promoter’s contribution and lock-in
Pursuant to Regulations 14 and 16(1) of the SEBI ICDR Regulations, an aggregate of at least 20% of the fully
diluted post-Issue Equity Share capital of our Company held by our Promoters shall be considered as the
minimum Promoters’ contribution and, in view of the proposed objects of the Fresh Issue, is required to be
locked-in for a period of eighteen (18) months from the date of Allotment (“Promoters’ Contribution”). Our
Promoters’ shareholding in excess of 20% shall be locked in for a period of six (6) months from the date of
Allotment.
The details of the Equity Shares held by our Promoters, which shall be locked-in for minimum Promoters’
contribution for a period of eighteen (18) months, from the date of Allotment as Promoters’ Contribution are
set out below:
Name of Number Date up to Date of Nature of Face Issue/ Pre- Post-
the of which Acquisitio transactio value Acquisit Issue Issue
Promoter Equity Equity n of n (₹) ion price Equity Equity
Shares Shares are Equity per Share Share
locked-in subject to Shares Equity capital capital
lock-in and when Share (%) (%)
made fully (₹)
paid-up
Chetan N 10,800,00 March 16, November Other than 10 Nil 14.97 11.20
Thadeshwar 0 2027 30, 2024 cash
Mamta C 5,600,000 March 16, November Other than 10 Nil 7.76 5.81
Thadeshwar 2027 30, 2024 cash
Viraj C 1,470,000 March 16, November Other than 10 Nil 2.04 1.52
Thadeshwar 2027 30, 2024 cash
Balraj C 1,470,000 March 16, November Other than 10 Nil 2.04 1.52
Thadeshwar 2027 30, 2024 cash
The Promoters have given their consent to include such number of Equity Shares held by them as may
constitute 20% of the fully diluted post-Issue Equity Share capital of our Company as the Promoters’
Contribution and have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any
manner, the Promoters’ Contribution from the date of filing this Prospectus, until the expiry of the lock-in
specified above, or for such other time as required under SEBI ICDR Regulations, except as may be permitted,
in accordance with the SEBI ICDR Regulations. The Promoters’ Contribution has been brought-in to the
extent of not less than the specified minimum lot and from the persons defined as “promoter” under the SEBI
ICDR Regulations.
(c) Our Company undertakes that the Equity Shares that are being locked-in will not be ineligible for computation
of Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of the build-
up of the share capital held by our Promoters, see “Capital Structure - Details of Build-up, Contribution and
Lock-in of Promoters’ Shareholding and Lock-in of other Equity Shares - Capital Build-up of our Promoters’
Shareholding in our Company” on page 97.
In this connection, we confirm the following:
i. The Equity Shares issued towards minimum Promoters’ Contribution have not been acquired during
the three immediately preceding years (a) for consideration other than cash and revaluation of assets
or capitalization of intangible assets, or (b) arising from bonus issue by utilization of revaluation
reserves or unrealized profits of our Company or from a bonus issue against Equity Shares, which
are otherwise ineligible for computation of Promoters’ contribution;
ii. Equity Shares issued towards minimum Promoters’ Contribution have not been acquired by our
Promoters during the year immediately preceding the date of this Prospectus at a price lower than
the Issue Price;
101iii. Our Company has not been formed by the conversion of a partnership firm or a limited liability
partnership firm into a company and hence, no Equity Shares have been issued in the one year
immediately preceding the date of this Prospectus pursuant to conversion from a partnership firm or
a limited liability partnership firm; and
iv. The Equity Shares forming part of the Promoter’s Contribution are not subject to any pledge or any
other form of encumbrance.
v. All the Equity Shares held by our Promoters are held in dematerialised form as on the date of this
Prospectus.
(d) Details of Equity Shares locked- in for six months
In addition to the Promoter’s Contribution which will be locked in for 18 (eighteen) months, as specified
above, the entire pre – Issue Equity Share capital of our Company will be locked-in for a period of 6 (six)
months from the date of Allotment, in accordance with Regulations 16(1)(b) and 17 of the SEBI ICDR
Regulations.
(e) Lock-in of Equity Shares Allotted to Anchor Investors
50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in
for a period of 90 days from the date of Allotment, and the remaining 50% of the Equity Shares allotted to
Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date
of Allotment.
(f) Other requirements in respect of lock-in
Pursuant to Regulation 20 of the SEBI ICDR Regulations, details of locked-in Equity Shares will be recorded
by relevant depositories.
Pursuant to Regulation 21 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoters
may be pledged only with scheduled commercial banks or public financial institutions or a systemically
important NBFC or a housing finance company as collateral security for loans granted by such scheduled
commercial bank or public financial institution or systemically important NBFC or housing company,
provided that specified conditions under the SEBI ICDR Regulations are complied with. However, the
relevant lock-in period shall continue pursuant to the invocation of the pledge referenced above, and the
relevant transferee shall not be eligible to transfer the Equity Shares till the relevant lock-in period has expired
in terms of the SEBI ICDR Regulations.
Pursuant to Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which
are locked-in in accordance with Regulation 16 of the SEBI ICDR Regulations, may be transferred to and
among our Promoters and any member of the Promoter Group, or to a new promoter of our Company and the
Equity Shares held by any persons other than our Promoters, which are locked-in in accordance with
Regulation 17 of the SEBI ICDR Regulations, may be transferred to and among such other persons holding
specified securities that are locked in, subject to continuation of the lock-in in the hands of the transferee for
the remaining period and compliance with the SEBI Takeover Regulations, as applicable.
1029. Equity Shareholding Pattern of our Company
The table below presents the equity shareholding pattern of our Company as on the date of this Prospectus.
Shareholding,
as a %
Number of
assuming full
Equity
conversion of
shares Number of Number of
convertible
underlying Number of Equity Shares Equity Shares
Number of Voting Rights held in each class securities (as a
outstanding locked in Equity pledged or held in
of securities percentage of
Number Shareholding convertible Shares otherwise dematerialized
(IX) diluted Equity
Number of of partly Number of Total as a % of total securities (XII) encumbered form
Share capital)
fully paid paid-up shares number of number of (including (XIII) (XIV)
Category of Number of (XI)=
Category up Equity Equity underlying Equity Equity Shares warrants)
shareholder shareholders (VII)+(X) As a
(I) Shares held Shares Depository Shares held (calculated as (X)
(II) (III) % of
(IV) held Receipts (VII) per
(A+B+C2)
(V) (VI) =(IV)+(V)+ SCRR,1957)
As a % As a %
(VI) (VIII) as a %
Total as of total of total
of (A+B+C2)
a % of Number Equity Number Equity
Number of Voting Rights
(A+B+ (a) Shares (a) Shares
C) held held
(b) (b)
Class
Class
(Equity Total
(Others)
Shares)
(A) Promoters 6 72,131,280 - - 7,2,131,280 99.99% 72,131,280 - 7,21,31,280 99.99% - - - - - - 72,131,280
and Promoter
Group
(B) Public 1 800 - - 800 0.01% 800 - 800 0.01% - - - - - - 800
(C) Non - - - - - - - - - - - - - - - - -
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - - - -
underlying
DRs
(C2) Shares held - - - - - - - - - - - - - - - - -
by Employee
Trusts
Total 7 72,132,080 - - 72,132,080 100.00% 72,132,080 - 72,132,080 100.00% - - - - - - 72,132,080
10310. Details of the Shareholding of our Promoters and members of the Promoter Group
None of our Promoters and members of the Promoter Group hold any Equity Shares in our Company as of the
date of filing of this Prospectus other than as disclosed below:
Sr. Name of the shareholder Pre-Issue Post-Issue
No. Number of Percentage of Percentage of
Equity Shares the pre-Issue the post-Issue
held paid-up Equity paid-up
Share capital Equity Share
(%) capital (%)
Promoters
1. Chetan N Thadeshwar 40,265,600 55.82 41.76
2. Mamta C Thadeshwar 20,852,000 28.91 21.62
3. Viraj C Thadeshwar 5,506,040 7.63 5.71
4. Balraj C Thadeshwar 5,506,040 7.63 5.71
Promoter Group
5. Nillu Manakchand Rathod 800 Negligible Negligible
6. Nikita Rakesh Sharma 800 Negligible Negligible
Total 72,131,280 99.99 74.80
11. Details of the Shareholding of the Directors, Key Managerial Personnel and Senior Management as of
the date of filing of this Prospectus
As on date of this Prospectus, other than Chetan N Thadeshwar, Mamta C Thadeshwar, Viraj C Thadeshwar
and Balraj C Thadeshwar, none of our Directors, Key Managerial Personnel and Senior Management hold any
Equity Shares in our Company. For further details, see “Our Management – Shareholding of our Directors in
our Company” on page 217.
12. Details of acquisition of specified securities in the preceding 3 years
Except as stated below, none of our Promoters, members of our Promoter Group have acquired any Equity
Shares in the three years immediately preceding the date of this Prospectus:
Acquisition
Number of
Name of Date of price per Nature of
Equity Shares Face Value(₹)
Shareholder acquisition Equity Share Transaction
acquired*
(in ₹)
Promoters
Chetan N November 28, 150,000 10.00 192.00 Re-issue of
Thadeshwar 2024 Forfeited
Shares
November 30, 35,232,400 10.00 Nil Bonus Issue
2024
Mamta C November 30, 18,245,500 10.00 Nil Bonus Issue
Thadeshwar 2024
Viraj C November 30, 4,817,785 10.00 Nil Bonus Issue
Thadeshwar 2024
Balraj C November 30, 4,817,785 10.00 Nil Bonus Issue
Thadeshwar 2024
Promoter Group
Nikita Rakesh November 27, 100 10.00 Nil Transfer from
104Acquisition
Number of
Name of Date of price per Nature of
Equity Shares Face Value(₹)
Shareholder acquisition Equity Share Transaction
acquired*
(in ₹)
Sharma 2024 Balraj C
Thadeshwar by
way of gift
November 30, 700 10.00 Nil Bonus Issue
2024
Nillu November 27, 100 10.00 Nil Transfer from
Manakchand 2024 Viraj C
Rathod Thadeshwar by
way of gift
November 30, 700 10.00 Nil Bonus Issue
2024
Other Shareholders with special rights –Nil
*As certified by our Statutory Auditor, M/s T R Chadha & Co LLP, Chartered Accountants pursuant to their certificate
dated September 12, 2025.
13. Details of the Shareholding of the major Shareholders
(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 filing of this Prospectus:
S. No. Name of the shareholder Number of Equity Percentage of the
Shares held pre-Issue equity
share capital (%)
1. Chetan N Thadeshwar 40,265,600 55.82
2. Mamta C Thadeshwar 20,852,000 28.90
3. Viraj C Thadeshwar 5,506,040 7.63
4. Balraj C Thadeshwar 5,506,040 7.63
Total 72,129,680 99.99
(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 filing this Prospectus:
S. No. Name of the shareholder Number of Equity Percentage of the
Shares held pre-Issue equity
share capital (%)
1. Chetan N Thadeshwar 40,265,600 55.82
2. Mamta C Thadeshwar 20,852,000 28.90
3. Viraj C Thadeshwar 5,506,040 7.63
4. Balraj C Thadeshwar 5,506,040 7.63
Total 72,129,680 99.99
(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 filing this Prospectus:
S. Name of the shareholder Number of Equity Percentage of the
No. Shares held pre-Issue equity
share capital (%)
1. Chetan N Thadeshwar 4,883,200 55.08
2. Mamta C Thadeshwar 2,606,600 29.40
105S. Name of the shareholder Number of Equity Percentage of the
No. Shares held pre-Issue equity
share capital (%)
3. Viraj C Thadeshwar 688,355 7.76
4. Balraj C Thadeshwar 688,355 7.76
Total 8,866,510 100.00
(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 filing this Prospectus:
S. Name of the shareholder Number of Equity Percentage of the
No. Shares held pre-Issue equity
share capital (%)
1. Chetan N Thadeshwar 4,883,200 55.08
2. Mamta C Thadeshwar 2,606,600 29.40
3. Viraj C Thadeshwar 688,355 7.76
4. Balraj C Thadeshwar 688,355 7.76
Total 8,866,510 100.00
11. Our Company, our Directors and the BRLM have not entered into any buy-back arrangements for purchase of
Equity Shares to be allotted pursuant to the Issue.
12. As of on the date of this Prospectus, the BRLM and their respective associates (as defined in the Securities and
Exchange Board of India (Merchant Bankers) Regulations, 1992 do not hold any Equity Shares of our
Company. The BRLM and their affiliates may engage in the transactions with and perform services for our
Company in the ordinary course of business or may in the future engage in commercial banking and investment
banking transactions with our Company for which they may in the future receive customary compensation.
13. Our Company does not have any partly paid-up Equity Shares as of the date of this Prospectus and all Equity
Shares allotted in the Issue will be fully paid-up at the time of allotment.
14. Except for the allotment of Fresh Issue, there will not be any 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 submission of this Prospectus with the SEBI until the Equity Shares have been listed on the Stock
Exchanges or all application monies have been refunded, as the case may be, other than in connection with the
Issue.
15. There have been no financing arrangements whereby our Promoters, 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 the business of the financing entity during the period of six months immediately
preceding the date of filing of this Prospectus.
16. Except as disclosed in “Build-up of Promoter’s Equity shareholding in our Company”, and “Secondary
transactions of Equity Shares and Preference Shares of our Company” none of the members of the Promoter
Group, the Promoters, the Directors of our Company, nor any of their respective relatives (as defined under the
Companies Act, 2013) have purchased or sold any securities of our Company during the period of six months
immediately preceding the date of this Prospectus.
17. Except for allotment of Equity Shares by way of Fresh Issue, our Company presently does not intend or propose
and is not under negotiations or considerations to alter its capital structure for a period of six months from the
Bid/Issue Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue
of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity
Shares) whether on a preferential basis or by way of issue of bonus shares or on a rights basis or by way of
further public issue of Equity Shares or qualified institutions placements or otherwise. Provided, however, that
the foregoing restrictions do not apply to the issuance of any Equity Shares under the Issue. However, if our
106Company enters into acquisitions, joint ventures or other arrangements, our Company may, subject to necessary
approvals, consider raising additional capital to fund such activity or use Equity Shares as currency for
acquisitions or participation in such joint ventures.
18. As of the date of this Prospectus, there are no outstanding warrants, options, debentures, loans or other
instruments convertible into Equity Shares.
19. Our Company shall ensure that any transactions in the Equity Shares by our Promoters and members of our
Promoter Group during the period between the date of filing of this Prospectus and the date of closure of the
Issue shall be reported to the Stock Exchanges within 24 hours of the transactions.
20. No person connected with the Issue, including, but not limited to, the BRLM, the members of the Syndicate,
our Company, our Directors, our Promoters, members of our Promoter Group and Group Companies, 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.
21. As of the date of filing of this Prospectus, the total number of holders of the Equity Shares is seven (7).
22. Our Company is in compliance with the Companies Act, 1956 and Companies Act, 2013, to the extent
applicable with respect to the issuances of above mentioned securities from the date of incorporation of our
Company, as applicable, until the filing of this Prospectus.
23. Our Company will ensure that there shall be only one denomination of Equity Shares, unless otherwise
permitted by law. Our Company shall comply with such disclosure and accounting norms as may be specified
by SEBI from time to time.
107OBJECTS OF THE ISSUE
The Issue comprises of fresh Issue of up to 24,300,000* Equity Shares of face value of ₹ 10 each of our Company at
an Issue Price of ₹165/-per Equity Share, aggregating up to ₹ 4,009.20 million by our Company. The proceeds from
the Issue after deducting Issue related expenses are estimated to be ₹ 3,588.79 million (the “Net proceeds”). #
*Subject to finalization of basis of allotment
We believe that listing our Equity Shares on the Stock Exchanges will significantly enhance our corporate image and
increase the visibility of our brand. Additionally, it will provide our Company with the benefits associated with being
listed, such as improved access to capital markets and increased credibility with stakeholders. The listing will also
establish a public trading market for our equity shares, providing liquidity for our investors and potentially broadening
our shareholder base.
The main objects and the objects incidental and ancillary to the main objects of our Memorandum of Association
enable our Company to undertake our existing business activities and to undertake the activities for which the funds
are being raised in the Issue.
The Net Proceeds are proposed to be utilised in the following manner:
1. Funding Working Capital requirements of our Company; and
2. General Corporate purposes.
Proceeds of the Fresh Issue
The details of the net proceeds of the Fresh Issue are summarized in the table below:
(₹ in million)
Particulars Amount*
Gross Proceeds 4,009.20
Less: Issue related expenses(1) 420.41
Net Proceeds 3,588.79
(1) See “Issue Related Expenses” below
*Subject to finalization of Basis for Allotment.
Requirement of Funds and Utilisation of Net Proceeds
The Net Proceeds are proposed to be utilized in accordance with the details set forth below:
(₹ in million)
Sr. No. Particulars Estimated amount*
1. Funding Working Capital requirements of our Company 2,800.00
2. General corporate purposes(1) 788.79
*Subject to finalization of Basis for Allotment.
(1) The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds
Proposed schedule of Implementation and Utilization of Net Proceeds
We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
Implementation and deployment of funds set forth in the table below.
(₹ in million)
Sr. Particulars Amount to be funded Amount to be deployed
No. from the Net Proceeds from the net proceeds in
Fiscal 2026*
1. Funding Working Capital requirements of 2,800.00 2,800.00
our Company
2. General corporate purposes (1) 788.79 788.79
Total Net Proceeds 3,588.79 3,588.79
108(1) The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.
*Subject to finalization of Basis for Allotment.
The above-stated fund requirements, deployment of the funds and the intended use of the Net Proceeds as described
in this Prospectus are based on (a) our current business plan and internal management estimates based on current
market conditions; and (b) certificate from chartered accountant for certifying the working capital requirements.
However, such fund requirements and deployment of funds have not been appraised by any bank, financial institution
or any other independent agency. For further details, see ‘Risk Factor-47– Our funding requirements and the proposed
deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent
agency and our management will have broad discretion over the use of the Net Proceeds.’ on page 64. We may have
to revise our funding requirements and deployment on account of a variety of factors such as our financial and market
condition, our business and growth strategies, competitive landscape, general factors affecting our results of
operations, financial condition and access to capital and other external factors such as changes in the business
environment or regulatory climate and interest or exchange rate fluctuations, which may not be within the control of
our management. This may entail rescheduling the proposed utilisation of the Net Proceeds and changing the allocation
of funds from its planned allocation at the discretion of our management, subject to compliance with applicable law.
For details, see ‘Risk Factor-52 -Any variation in the utilisation of the Net Proceeds would be subject to certain
compliance requirements, including prior shareholder’s approval’ on page 66.
Moreover, if the actual utilisation towards the Object is lower than the proposed deployment such balance will be used
for general corporate purposes to the extent that the total amount to be utilized towards general corporate purposes
will not exceed 25% of the Gross Proceeds from the Fresh Issue in accordance with Regulation 7(2) of the SEBI ICDR
Regulations. In case of a shortfall in raising requisite capital from the Net Proceeds or an increase in the total estimated
cost of the Object, business considerations may require us to explore a range of options including utilising our internal
accruals, general corporate purposes and seeking additional debt from existing and future lender. We believe that such
alternate arrangements would be available to fund any such shortfalls. Further, in case of variations in the actual
utilization of funds earmarked for the purposes set forth above, increased fund requirements for a particular purpose
may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being raised
in the Fresh Issue. To the extent our Company is unable to utilise any portion of the Net Proceeds towards the
aforementioned objects, per the estimated schedule of deployment specified above, our Company shall deploy the Net
Proceeds in subsequent Fiscals towards the aforementioned Objects.
Means of Finance
The fund requirements for the Objects above are proposed to be entirely funded from the Net Proceeds and hence, no
amount is proposed to be raised through any other means of finance. Accordingly, our Company are in compliance
with the requirements prescribed under Paragraph 9(C)(1) of Part A of Schedule VIII and Regulation 7(1)(e) of the
SEBI ICDR Regulations which require firm arrangements of finance to be made through verifiable means towards at
least 75% of the stated means of finance, excluding the amount to be raised through the Fresh Issue and existing
internal accruals. In case of a shortfall in the Net Proceeds or any increase in the actual utilisation of funds earmarked
for the Objects, our Company may explore a range of options including utilizing our internal accruals.
1. FUNDING WORKING CAPITAL REQUIREMENT OF OUR COMPANY
With the growth in business, there will be need for additional working capital requirement in the Company as the
industry in which we operate is working capital intensive. We fund a majority of our working capital requirements in
the ordinary course of business from banks and internal accruals. We intend to utilize ₹2,800.00 million from the Net
Proceeds to fund incremental working capital requirement of our Company.
According to the CareEdge Report, we are amongst the leading and specialised designers and manufacturers of
Mangalsutra in India contributing to around 6% of organized Mangalsutra market in India in CY23. We are engaged
in designing, manufacturing, and marketing, a varied range of Mangalsutra studded with American diamonds and
semi-precious stones in 18k and 22k purity of gold to our business-to-business (“B2B”) customers. We also
manufacture and supply Mangalsutras on a job-work basis to our corporate customers i.e. leading jewellery brands
and certain wholesalers. In CY23, the Indian Mangalsutra market reached ₹178 billion showing a y-o-y growth of
109~16%. In CY24 the Indian Mangalsutra market is expected to grow by 8% y-o-y to ₹192 billion. The market is
expected to grow at a compounded annual growth rate (CAGR) of 5.8% in the next 10 years to ₹303 billion in CY32.
(source: CareEdge Report)
The growth of the wholesale gold jewelry market is closely tied to the expansion of retail jewelers across India. The
organized sector, though smaller, is growing rapidly, led by established brands like Malabar Gold & Diamonds and
Joyalukkas, and Titan’s Tanishq. Market formalisation, driven by factors such as compulsory hallmarking, GST
compliance, and consumer demand for transparency, has adversely impacted unorganized retailers, leading to market
consolidation. Key players in the organized sector have seized this opportunity by expanding their retail footprints
both domestically and internationally. For example, from FY22 and FY24, Titan opened approximately 350 new retail
stores, Senco Gold opened 32 stores, and Kalyan Jewellers established 93 new outlets. As a result, the penetration of
organized jewellery retailers has significantly improved from CY20 to CY23. Looking ahead, leading brands are
poised to solidify their dominance further. They plan to add an estimated 400-440 new retail outlets across domestic
and global markets in the near to mid-term. (source: CareEdge Report) These established brands are among our
corporate clients, and their expansion plans will drive additional demand for gold jewellery, including our products.
To align with their growth and support their evolving needs, we intend to enhance our engagement by scaling up our
operations to meet the rising demand.
Our Company has significantly expanded its manufacturing capacity from 1,850.00 kg per annum in Fiscal 2023 to
2,500.00 kg per annum in Fiscal 2025, achieving a CAGR of 22.67% on revenue from operations during this period.
Our business model requires upfront payment for raw materials used in Mangalsutra manufacturing, with finished
goods delivered to customers on order, followed by payment after an agreed credit period.
As a result of this model, our trade receivables increased from ₹469.93 million in Fiscal 2023 to ₹877.74 million in
Fiscal 2025. Conversely, trade payables saw a moderate increase from ₹29.59 million in Fiscal 2023 to ₹434.86 million
in Fiscal 2025. The sudden increase in trade payables for the Fiscal 2025 is due to purchase of raw material at the end
of the fiscal for participation in GJS (India Gem and Jewellery Show) 2025 which was held in April 2025.
We differentiate ourselves by offering comprehensive portfolio of Mangalsutras, comprising of 15+ collections and
over 10,000 active SKUs to cater the special occasions, such as weddings, festivals and anniversary, to daily-wear
traditional and contemporary design of Mangalsutras for all ages women across various price points and weights. We
endeavor to cater to our customers’ preferences, which often vary significantly by micro market and geography in
which they operate.
Thus, our Company has to keep ready stock available for our walk-in customers and also we have recently launched
e-catalogue wherein our retail customer can access our collection and extensive designs 24/7 and place orders
conveniently at their discretion. In addition, to showcase our extensive collection and diverse designs to both existing
and potential customers, we actively take part in national and regional B2B exhibitions and trade shows. Thus our
Company has to maintain sufficient inventories of finished goods at all times to showcase our collection of
Mangalsutras. Between Fiscal 2023 and Fiscal 2025, our Company's inventory grew from ₹1,037.59 million to
₹2,280.59 million.
Further, to widen its reach geographically, our Company in the month of May 2024 has appointed four third-party
intermediaries/facilitators, one each in Nagpur & Pune (Maharashtra); Durg (Chhattisgarh); and Agra (Uttar Pradesh),
as an additional sales channel, on pilot basis, for new customer engagement. As of March 31, 2025, these
intermediaries have contributed around 1.35% to the revenue from operations of our Company.
Encouraged by the initial results from the additional sales channel, we seek to establish our Pan-India new supply
chain model through third-party intermediaries/facilitators by entering into annual renewal contracts or long-term
contracts with reputed intermediaries to expand into untapped domestic market and increase our geographical reach.
Intermediaries/facilitators will be pivotal in identifying and enhancing sales of our Mangalsutra in local markets.
Through this model, we aim to penetrate under-served jewellery markets where we can potentially gain market share
by supplying to local jewellers who are not yet associated with us for their Mangalsutra requirements.
110The above strategy will require our Company to stock some quantity of finished goods with the third-party
intermediaries/facilitators to showcase our Mangalsutra collection to the prospective customers in that local market.
Further, our Company aims to increase its presence in the international market through participation in international
B2B exhibitions and trade shows, by leveraging our diverse collection and design portfolio, strong domestic client
base, presence in export markets and integrated Manufacturing Facility.
All these efforts will lead to growth in business operations resulting in additional working capital requirement in Fiscal
2026. Our inventories are estimated to increase from ₹2,280.59 million in Fiscal 2025 to ₹4,535.30 million in Fiscal
2026, while our trade receivables are expected to increase from ₹877.74 million in Fiscal 2025 to ₹1,852.21 million
in Fiscal 2026.
Our Company plans to utilize the net proceeds from the issue amounting to ₹2,800.00 million in Fiscal 2026 towards
our working capital requirements. The Company plans to fund the existing and estimated incremental working capital
requirement through internal accruals and Net Proceeds from Issue.
Basis of estimation of working capital requirement
Existing Working Capital
The details of our Company’s working capital as March 31, 2025, March 31, 2024, and March 31, 2023, derived from
the audited financial information of our Company, and source of funding are provided in the table below:
(₹ in million)
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
(Actual) (Actual) (Actual)
Current Assets
Inventories 2,280.59 1,438.26 1,037.59
Trade Receivables 877.74 604.69 469.93
Other Current Assets 58.33 16.10 17.66
Total Current Assets (A) 3,216.66 2,059.05 1,525.18
Current Liabilities
Trade Payables 434.85 92.29 29.59
Other Current Liabilities and Provisions 83.32 88.88 95.84
Total Current Liabilities (B) 518.17 181.17 125.43
Total Working capital Requirement (A-B) 2,698.49 1,877.88 1,399.75
Funding Pattern
Short term borrowings from banks and others 1,154.18 983.36 577.47
Internal Accruals and Equity 1,544.31 894.52 822.28
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 01, 2025
Estimated Working Capital Requirement
In light of the incremental business requirements, our Company requires additional working capital for funding its
working capital requirements in the Fiscal 2026. On the basis of our existing working capital requirements and the
projected working capital requirements, our Board pursuant to its resolution dated September 01, 2025 has approved
the business plan for the Financial Year ended March 31, 2026 and the estimated funding of such working capital
requirements as set forth below:
(₹ in million)
Particulars Estimated Fiscal 2026
Current Assets
Inventories 4,535.30
Trade Receivables 1,852.21
111Particulars Estimated Fiscal 2026
Other Current Assets 58.67
Total Current Assets (A) 6,446.18
Current Liabilities
Trade Payables 132.30
Other Current Liabilities and Provisions 135.95
Total Current Liabilities (B) 268.25
Total Working Capital Requirement (A-B) 6,177.93
Funding Pattern
Short term borrowings from banks and others 1,292.73
Internal Accruals 2,085.20
Net Proceeds from Fresh Issue 2,800.00
As certified by J F Jain & Co., Indepednet Chartered Accountants, by way of their certificate dated September 01, 2025 towards
the working capital estimates and working capital projections, as approved by the Board of Directors of our Company pursuant to
its resolution dated September 01, 2025.
Assumptions for Holding Levels (in days)
Particulars Holding Level Holding Level Holding Level Holding Level
for Fiscal 2023 for Fiscal 2024 for Fiscal 2025 for Fiscal 2026
(Actual) (Actual) (Estimated) (Estimated)
Current Assets
Inventories 41 41 47 52
Trade Receivables 14 18 19 21
Other Current Assets (excluding cash) 1 1 1 1
Current Liabilities
Trade Payables 2 2 7 4
Other Current Liabilities and Provisions 3 3 2 2
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 01, 2025
Inventories
Our Company, endeavors to cater to our customers’ preferences, which often vary significantly by micro market and
geography in which they operate. Thus, our Company has to keep ready stock available for our walk-in customers.
Also we have recently launched e-catalogue wherein our retail customers can access our collection and extensive
designs 24/7 and place orders conveniently at their discretion.
In Fiscal 2023, our Company’s inventory holding levels were 41 days. In Fiscal 2024, the Company achieved a 15.92%
growth in revenue from operations compared to Fiscal 2023 while maintaining inventory holding levels at 41 days.
For the Fiscal 2025, our Company maintained raw material as well as finished goods inventory, primarily due to our
participation in the GJS (India Gem and Jewellery Show) 2025 which was held in April, 2025. Thus our inventory
holding level rose to 47 days in Fiscal 2025.
For Fiscal 2026, we expect our inventory holding levels to rise to 52 days primarily due to implementation of the new
Pan-India supply chain model. This will involve partnering with third-party intermediaries and facilitators through
annual or long-term contracts with reputable partners to expand into untapped domestic markets and enhance our
geographic reach. As part of this strategy, we will need to maintain additional finished goods with these intermediaries
for display of our Mangalsutras in local markets, leading to an increase in our inventory levels.
Trade Receivables
In Fiscal 2023, our Company’s trade receivable days were 14 days. In Fiscal 2024, there was an increase in trade
receivable holding level to 18 days which has further increased to 19 days in Fiscal 2025 as trade receivables increased
from ₹ 469.93 million in Fiscal 2023 to ₹ 604.69 million in Fiscal 2024 which further increased to ₹ 877.74 million
112in Fiscal 2025. This is due to increased credit terms given to our customers to stay competitive for both Fiscals 2024
& 2025. Our Company, expects inventory holding levels to slightly increase to 21 days in Fiscal 2026, even as trade
receivables is anticipated to increase from ₹ 877.74 million in Fiscal 2025 to ₹ 1,852.21 in Fiscal 2026. This
expectation is driven by the Company’s anticipated higher revenue growth in Fiscal 2026.
Other Current Assets
Other Current Assets include advances to suppliers, balance with government authorities, and prepaid expenses. For
the Fiscal 2023, Fiscal 2024 and Fiscal 2025, the Company’s other current assets day were maintained at 1 day. It is
anticipated to be maintained at 1 day for Fiscal 2026.
Trade Payables
Our business model requires up front payment for procurement of gold, which is the key raw material for Mangalsutra
manufacturing. In Fiscal 2023 and Fiscal 2024, the Company’s trade payable holding period was at 2 days. Although
at the end of Fiscal 2025, our trade payable holding level temporarily increased to 7 days due to purchase of raw
material at the end of the fiscal for participation in GJS (India Gem and Jewellery Show) 2025 which was held in
April 2025, it is expected to reduce to 4 days in Fiscal 2026.
Other Current Liabilities and Provisions
Other Current Liabilities include payable to statutory authorities, advances from customers etc. For the Fiscal 2023,
Fiscal 2024 and Fiscal 2025, the Company’s other current liabilities days were 2 days, 2 days and 7 days respectively.
It is anticipated to be at 4 days in Fiscal 2026.
Justification for “Holding Period” levels
The justifications for the holding levels mentioned in the table above are provided below:
Inventories Our Company, endeavors to cater to our customers’ preferences, which often vary significantly
by micro market and geography in which they operate. Thus, our Company has to keep ready
stock available for our walk-in customers. Also we have recently launched e-catalogue wherein
our retail customers can access our collection and extensive designs 24/7 and place orders
conveniently at their discretion.
Our Company’s inventory holding levels were 41 days in Fiscal 2023 and was maintained at 41
days in Fiscal 2024. For the Fiscal 2025, our inventory holding level rose to 47 days, primarily
to maintain higher inventory for our participation in the GJS (India Gem and Jewellery Show)
2025 which was held in April, 2025.
For Fiscal 2026, we expect our inventory holding levels to rise to 52 days primarily due to
implementation of the new Pan-India supply chain model. This will involve partnering with third-
party intermediaries and facilitators through annual or long-term contracts with reputable partners
to expand into untapped domestic markets and enhance our geographic reach. As part of this
strategy, we will need to maintain additional finished goods with these intermediaries for display
of our Mangalsutras in local markets, leading to an increase in our inventory levels.
Trade In Fiscal 2023, our Company’s trade receivable days were 14 days. In Fiscal 2024, there was an
receivables increase in trade receivable holding level to 18 days which has slightly increased to 19 days in
Fiscal 2025. This is due to increased credit terms given to our customers to stay competitive for
both Fiscals 2024 & 2025. However, we expect the holding level to increase to 21 days for the
Fiscal 2026 as our Company expects to continue to offer higher credit terms to its customers.
113Other Other Current Assets include advances to suppliers, balance with government authorities, and
Current prepaid expenses. For the Fiscal 2023, Fiscal 2024 and Fiscal 2025, the Company’s other current
Assets assets day were maintained at 1 day. It is anticipated to be maintained at 1 day for Fiscal 2026.
Trade Our business model requires up front payment for procurement of gold, which is the key raw
Payables material for Mangalsutra manufacturing. In Fiscal 2023, the Company’s trade payable holding
period was at 2 days due to faster payments and the same level was maintained in Fiscal 2024.
Although at the end of Fiscal 2025, our trade payable holding level temporarily increased to 7
days, it is expected to be reduced to 2 days in Fiscal 2026.
Other Other Current Liabilities include payable to statutory authorities, advances from customers etc.
Current For the Fiscal 2023, Fiscal 2024 and Fiscal 2025, the Company’s other current liabilities days
Liabilities were 3 days, 3 days and 2 days respectively. It is anticipated to be at 2 days in Fiscal 2026.
and
Provisions
Note:
1. Holding period level (in days) of Inventories is calculated by dividing average inventories by revenue from operations
multiplied by number of days in the year (365).
2. Holding period level (in days) of Trade Receivables is calculated by dividing average trade receivables by revenue from
operations multiplied by number of days in the year (365).
3. Holding period level (in days) of Other Current Assets (Total current asset less trade receivables, inventories, cash & bank
balances) and is calculated by dividing average other current assets by revenue from operations multiplied by number of
days in the year (365).
4. Holding period level (in days) of Trade Payables is calculated by dividing average trade payables by revenue from operations
multiplied by number of days in the year (365).
5. Holding period level (in days) of Other Current Liabilities (Total current liabilities less trade payables and short-term
borrowings) is calculated by dividing average other current liabilities by revenue from operations multiplied by number of
days in the year (365).
2. GENERAL CORPORATE PURPOSES
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ 788.79 million towards general corporate
purposes, subject to such utilisation not exceeding 25% of the Gross Proceeds of the Issue, in compliance with SEBI
ICDR Regulations. Our Company intends to deploy the balance Net Proceeds, if any, for general corporate purposes,
subject to above mentioned limit, as may be approved by our management, including but not restricted to, the
following:
(a) strategic initiatives
(b) brand building and strengthening of marketing activities;
(c) capital expenditure
(d) ongoing general corporate exigencies
(e) any other purposes as approved by the Board subject to compliance with the necessary regulatory
provisions
The quantum of utilization of funds towards each of the above purposes will be determined by our Board of Directors
based on the permissible amount actually available under the head “General Corporate Purposes” and the business
requirements of our Company, from time to time. We, in accordance with the policies of our Board, will have
flexibility in utilizing the Net Proceeds for general corporate purposes, as mentioned above.
Issue Related Expenses
The total expenses of the Issue are estimated to be approximately ₹ 420.41 million. The expenses of this Issue include,
among others, underwriting and management fees, printing and distribution expense, advertisement expenses, legal
fees and listing fees. The estimated Issue expenses are as under:
114Estimated As a % of the As a % of
S.
Activity expenses (₹ total estimated the total
No
in million) Issue expenses Issue size
Fees payable to the BRLM including underwriting
1 commission, brokerage and selling commission, as 283.85 67.52% 7.08%
applicable
Selling commission and processing fees for SCSBs (1)(2)
2 and Bidding Charges for Members of the Syndicate, 31.96 7.60% 0.80%
Registered Brokers, RTAs and CDPs(3)(4)(5)(6)
Fees payable to the Regulators including stock
3 44.57 10.60% 1.11%
exchanges
4 Processing fees payable to the Sponsor Banks 6.77 1.61% 0.17%
5 Fees payable to the Registrar to the Issue 3.78 0.90% 0.09%
6 Advertising and marketing expenses 29.44 7.00% 0.73%
Other expenses:
(i) Printing and stationery expenses
(ii) Fees payable to the legal counsel to the Issue
(iii) Fees payable to Statutory Auditor
7
20.04 4.77% 0.50%
(iv) Fees payable to the independent chartered engineer
(v) Fees payable to the industry service provider
(vi) Miscellaneous
Total Estimated Issue Expenses 420.41 100% 10.49%
(1) Issue expenses include applicable taxes, where applicable. Issue expenses are estimates and are subject to change.
(2) Selling commission payable to the SCSBs on the portion for Retail Individual Bidders, Non-Institutional Bidders and Eligible Employees,
which are directly procured by the SCSBs, would be as follows:
Portion for Retail Individual Bidders 0.30% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.30% of the Amount Allotted* (plus applicable taxes)
Portion for Eligible Employees 0.30% of the Amount Allotted* (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price
No uploading/processing fees shall be payable by our Company to the SCSBs on the Bid cum Applications Forms directly procured by them.
The Selling commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the bid book of BSE
or NSE.
(3) Processing fees payable to the SCSBs on the portion for Retail Individual Bidders, and Non-Institutional Bidders and Eligible Employees
(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:
Portion for RIB, Non-Institutional Bidders and Eligible ₹ 10 per valid application (plus applicable taxes)
Employees
Notwithstanding anything contained above the total processing fee payable under this clause will not exceed ₹ 0.50 million (plus applicable
taxes) and in case if the total processing fees exceeds ₹ 0.50 million (plus applicable taxes) then processing fees will be paid on pro-rata
basis for portion of (i) Retail Individual Bidders (ii) Non-Institutional Bidders and (iii) Eligible Employees, as applicable.
(4) Selling Commission on portion for Retail Individual Bidders (up to ₹ 2,00,000) and Non-Institutional Bidders and Eligible Employees which
are procured by Members of the Syndicate (including their sub-Syndicate Members), RTAs, CRTAs and CDPs or for using 3- in-1 type
115accounts - linked online trading, demat and bank account provided by some of the Registered Brokers which are Members of the Syndicate
(including their Sub-Syndicate Members) would be as follows:
Portion for Retail Individual Bidders 0.30% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.30% of the Amount Allotted* (plus applicable taxes)
Portion for Eligible Employees* 0.30% of the Amount Allotted* (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
(i) for Retail Individual Bidders, Non-Institutional Bidders and Eligible Employees (up to ₹0.5 million), 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, and;
(ii) for Non-Institutional Bidders (above ₹0.5 million), Syndicate ASBA Form bearing SM Code & Sub-Syndicate Code of the application
form submitted to SCSBs for Blocking of the Fund and uploading on the Exchanges platform by SCSBs. For clarification, if a Syndicate
ASBA application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling
Commission will be payable to the Syndicate / Sub Syndicate members and not the SCSB.
The selling commission and bidding charges payable to Registered Brokers, the RTAs, CRTAs and CDPs will be determined on the basis of the
bidding terminal ID as captured in the bid book of BSE or NSE
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.
(5) Uploading charges payable to Members of the Syndicate (including their sub-Syndicate Members), CRTAs and CDPs on the applications
made by, RIBs, Eligible Employees using 3-in-1 accounts Non-Institutional Bidders and which are procured by them and submitted to SCSB
for blocking or using 3-in- 1 accounts, would be ₹10/- plus applicable taxes, per valid application bid by the Syndicate (including their sub-
Syndicate Members), CRTAs and CDPs
Notwithstanding anything contained above the total uploading charges/Bidding charges payable under this clause will not exceed ₹ 0.50 million
(plus applicable taxes) and in case if the total uploading charges exceeds ₹ 0.50 million (plus applicable taxes) then uploading charge/bidding
charges will be paid on pro-rata basis.
(6) Selling Commission/Bidding charges payable to the Registered Brokers on the portion for, RIBs, Non-Institutional Bidders and Eligible
Employees which are directly procured by the Registered Brokers and submitted to SCSB for processing/ blocking, would be as follows:
Portion for Retail Individual Bidders* ₹ 10/- per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* ₹ 10/- per valid application (plus applicable taxes)
Portion for Eligible Employees* ₹ 10/- per valid application (plus applicable taxes)
* Based on valid applications
Notwithstanding anything contained above the total uploading charges/Bidding charges payable under this clause will not exceed ₹ 0.20 million
(plus applicable taxes) and in case if the total uploading charges exceeds ₹ 0.20 million (plus applicable taxes) then uploading charge/bidding
charges will be paid on pro-rata basis.
(7) The processing fees for applications made by Retail Individual Bidders and Non Institutional Investors using the UPI Mechanism would be
as follows:
Members of the Syndicate / RTAs / CDPs (uploading charges) ₹ 10 per valid application (plus applicable taxes) #
Sponsor bank – Axis Bank Limited Upto 7,25000 valid UPI Applications ₹ Nil per valid Bid cum
Application Form* (plus applicable taxes)
Above 7,25000 valid UPI Applications ₹ 6.50 per valid Application
Form (plus applicable taxes)
The Sponsor bank shall be responsible for making payments to the third
parties such as remitter company, NPCI and such other parties as
required in connection with the performance of its duties under
applicable SEBI circulars, agreements and other Applicable Laws
Sponsor bank – ICICI Bank Limited Upto 2,50,000 valid UPI Applications ₹ Nil per valid Bid cum
Application Form* (plus applicable taxes)
116Above 2,50,000 valid UPI Applications ₹ 6.50 per valid Application
Form (plus applicable taxes)
The Sponsor bank shall be responsible for making payments to the third
parties such as remitter company, NPCI and such other parties as
required in connection with the performance of its duties under
applicable SEBI circulars, agreements and other Applicable Laws
*For each valid application by respective Sponsor Bank
#Notwithstanding anything contained above in this clause the total Uploading charges/ Processing fees for applications made by, RIBs (up
to ₹ 200,000), Non-Institutional Bidders and Eligible Employees (for an amount more than ₹ 200,000 and up to ₹ 500,000) using the UPI
Mechanism would not exceed ₹0.50 million (plus applicable taxes) and in case if the total uploading charges/ processing fees exceeds ₹ 0.50
million (plus applicable taxes) then uploading charges/ processing fees using UPI Mechanism will be paid on pro-rata basis (plus applicable
taxes).
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA facility in initial public
offerings (opening on or after September 1, 2022) shall be processed only after application monies are blocked in the bank accounts of investors
(all categories). Accordingly, Syndicate / Sub-Syndicate Member shall not be able to accept Bid cum Application Form above ₹500,000 and the
same Bid cum Application Form need to be submitted to SCSB for blocking of the fund and uploading on the exchange bidding platform. To identify
bids submitted by Syndicate / Sub-Syndicate Member to SCSB a special Bid cum Application Form with a heading / watermark “Syndicate ASBA”
may be used by Syndicate / Sub-Syndicate Member along with SM code & Broker code mentioned on the Bid cum Application Form to be eligible
for brokerage on Allotment. However, such special forms, if used for RIB Bids and NIB Bids up to ₹500,000 will not be eligible for brokerage. The
processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such
banks provide a written confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/570 dated June 2, 2021 read with
SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and such payment of processing fees to the SCSBs shall be
made in compliance with 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.
Bridge Financing Facilities
We have not raised any bridge loans from any bank or financial institution as on the date of this Prospectus, which are
proposed to be repaid from the Net Proceeds.
Interim Use of Funds
Pending utilization of the Net Proceeds for the Objects of the Issue described above, our Company shall deposit the
funds only in one or more Scheduled Commercial Banks included in the Second Schedule of Reserve Bank of India
Act, 1934. In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilisation
of the proceeds of the Issue as described above, it shall not use the funds from the Issue Proceeds for any investment
in equity and/or real estate products and/or equity linked and/or real estate linked products.
Monitoring Utilization of Funds
Our Company has appointed CRISIL Ratings Limited as the monitoring agency in accordance with Regulation 41 of
the SEBI ICDR Regulations. Our Company undertakes to place the report received under Regulation 41(2) of the
ICDR Regulations of the monitoring agency on receipt before the Audit Committee without any delay will monitor
the utilisation of the Gross Proceeds, and submit the report required under Regulation 41(2) of the SEBI ICDR
Regulations.
Our Company will disclose the utilization of the Net Proceeds including interim use, under a separate head in the
balance sheet, specifying the details, if any, in relation to all proceeds of the Issue that have been utilised. Our
Company will also, in its balance sheet for the applicable Fiscals, provide details, if any, in relation to all such Net
Proceeds that have not been utilised, if any, of such currently unutilised Net Proceeds. Our Company will also indicate
investments, if any, of the unutilized proceeds of the Issue in our balance sheet for the relevant Fiscals subsequent to
receipt of listing and trading approvals from the Stock Exchanges.
Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the
Audit Committee the uses and applications of the Net Proceeds. On an annual basis, our Company shall prepare a
statement of funds utilised for purposes other than those stated in this Prospectus and place it before the Audit
117Committee and make other disclosures as may be required until such time as the Net Proceeds remain unutilised. Such
disclosure shall be made only until such time that all the Net Proceeds have been utilised in full.
The statement shall be certified by the Statutory Auditor of our Company. Furthermore, in accordance with Regulation
32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a
statement indicating (i) deviations, if any, in the actual utilisation of the proceeds of the Issue from the Objects; and
(ii) details of category wise variations in the actual utilisation of the proceeds of the Issue from the objects of the Issue
as stated above. This information will also be published in newspapers simultaneously with the interim or annual
financial results and explanation for such variation (if any) will be included in our Director’s report, after placing the
same before the Audit Committee.
Variation in Objects
In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company shall
not vary the Objects of the Issue without our Company being authorized to do so by the Shareholders by way of a
special resolution through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of
such special resolution (the “Postal Ballot Notice”) shall specify the prescribed details as required under the
Companies Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the newspapers,
one in English and one in the vernacular language of the jurisdiction where the Registered Office is situated. Our
Promoters will be required to provide an exit opportunity to such Shareholders who do not agree to the proposal to
vary the Objects, subject to the provisions of the Companies Act, 2013 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, 2013 and SEBI Regulations.
Appraising agency
None of the objects of the Fresh Issue for which the Net Proceeds will be utilized have been appraised by any bank/
financial institution/any other agency.
Other Confirmations
No part of the Net Proceeds will be paid by our Company as consideration to our Promoters, Promoter Group, our
Directors, our Key Management Personnel, our Senior Management Personnel or our Group Company, either directly
or indirectly. Further, except in the ordinary course of business, there is no existing or anticipated interest of such
individuals and entities in the objects of the Fresh Issue, except as set out above.
118BASIS FOR ISSUE PRICE
The Issue Price will be determined by our Company, in consultation with the BRLM, on the basis of assessment of
market demand for the Equity Shares issued through the Book Building Process and on the basis of qualitative and
quantitative factors as described below. The face value of the Equity Shares is ₹10 each and the Issue Price is 15.5
times the face value at the lower end of the Price Band and 16.5 times the face value at the higher end of the Price
Band.
Investors should also refer to “Risk Factors”, “Our Business” and “Financial Information” on pages 33, 172 and 238,
respectively, to have an informed view before making an investment decision.
Qualitative Factors
Some of the qualitative factors which form the basis for the Issue Price are:
• Established client base and long-standing relationship with our clients. We supply and/or our products to a diverse
range of clients including Corporate Clients, wholesale jewellers, and retailers across the country, more particularly
in twenty-four (24) states and four (4) union territories.
• Design innovation and diversified product portfolio. We also offer an extensive portfolio of Mangalsutras, featuring
over 15 collections and more than 10,000 active SKU catering to traditional, contemporary, bridal, and daily-wear
segments at various price points.
• Integrated Manufacturing Facility setup under one roof equipped to produce variety of Mangalsutras
• Quality control and quality assurance for manufacturing of Mangalsutras
• Proven track record of growth in financial performance
• Experienced Promoters and a professional management team
For further information, please see “Our Business-Strengths” on page 175.
Quantitative Factors
Some of the information presented in this chapter is derived from the Restated Financial Information. For further
information, please see “Restated Financial Information” on page 238.
Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:
1. Basic and Diluted Earnings per Share(“EPS”)
Financial Year ended Basic and Diluted EPS Weight
(₹)
March 31, 2025 8.57 3
March 31, 2024 4.39 2
March 31, 2023 3.29 1
Weighted Average 6.29
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 12, 2025.
Notes:
a. Basic EPS = Net Profit after tax, as restated, attributable to the owners of the company divided by weighted average no.
of equity shares outstanding during the year.
b. Diluted EPS = Net Profit after tax, as restated, attributable to the owners of the company divided by weighted average no.
of diluted equity shares outstanding during the year.
c. Weighted average is aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. {(EPS x Weight) for
119each year} / {Total of weights}.
d. The basic and diluted earnings per share for the Equity Shares of our Company has been presented to reflect the adjustments
for issue of bonus shares subsequent to March 31, 2025.
The above statement should be read in conjunction with Significant Accounting Policies and Notes to Restated Financial
Information of “Restated Financial Information” on page 238.
2. Price Earnings Ratio (“P/E”) in relation to the Price Band of 155 to 165 per share of 10 each
Particulars P/E at the lower end of P/E at the higher end of
the Price Band (no. of the Price Band (no. of
times) times)
Based on Basic EPS for year ended March 31, 2025 18.09 19.26
Based on Diluted EPS for year ended March 31, 18.09 19.26
2025
Particulars Industry P/E
Highest 28.73
Lowest 13.37
Industry Average 21.05
Source: The industry high and low has been considered from the industry peer set provided later in this section. The industry
average has been calculated as the arithmetic average P/E of the industry peer set disclosed in this section.
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 12, 2025.
3. Return on Net Worth (RoNW)
Financial Year ended RoNW(%) Weight
March 31, 2025 36.20 3
March 31, 2024 25.65 2
March 31, 2023 24.84 1
Weighted Average 30.79
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 12, 2025.
Notes:
a. Return on Net Worth (%) = Net Profit after tax attributable to owner of the company, as restated for the end of the year
divided by Average Net worth as at the end of the year.
b. Average net worth means the average of the net worth of current and previous financial year. Net worth means the
aggregate value of the paid-up share capital and other equity.
c. Weighted average is aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. {(RoNW x Weight)
for each year} / {Total of weights).
4. Net Asset Value (“NAV”)
Net Asset Value per equity share (₹)
As at March 31, 2025 27.84
After the completion of the Issue:
a) At Floor Price 59.88
b) At Cap price 62.40
Issue Price 62.40
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 12, 2025.
Notes:
a. Net Asset Value per equity share represents net worth attributable to Equity Shareholder (Equity Share capital together
with other equity as per Restated Financial Information) as at the end of the financial year divided by the weighted average
number of Equity Shares outstanding at the end of the year.
1205. Comparison with Listed Industry Peers
Name of the Company Revenue Face P/E EPS EPS RoNW NAV
from Value (Basic) (Diluted) (% ) per
Operations per (₹) (₹ ) equity
(₹ in equity share
million) share (₹)
(₹)
Shringar House of 14,298.15 10 19.26 8.57 8.57 36.20% 27.84
Mangalsutra Limited
Listed Peers
Utssav CZ Gold Jewels 6,463.19 10 16.85 11.63 11.63 30.94% 53.23
Ltd
RBZ Jewellers Ltd 5,301.49 10 13.37 9.7 9.7 17.15% 61.26
Sky Gold & Diamonds 35,480.20 10 28.73 9.52 9.44 28.59% 46.61
Ltd
Source: All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise
available only on standalone basis) and is sourced from the annual reports as available of the respective company for the year
ended March 31, 2025 submitted to stock exchanges and prospectus available on public domain. The financial information of our
Company is based on the restated financial information for the year ended March 31 ,2025.
Notes:
a. P/E Ratio has been computed based on the closing market price of equity shares on NSE on August 08, 2025, divided by
the Basic EPS.
b. Return on Net Worth (%) = Net Profit after tax attributable to owner of the company, as restated for the end of the year
period divided by Average Net worth as at the end of the year.
c. Average net worth means the average of the net worth of current and previous financial year. Net worth means the
aggregate value of the paid-up share capital and other equity.
d. Net Asset Value per share = Net Worth at the end of the year divided by weighted average no. of equity shares outstanding
during the year.
e. The basic and diluted earnings per share for the Equity Shares of our Company has been presented to reflect the
adjustments as per Ind AS 33.
6. Key Performance Indicators
The table below sets forth the details of KPIs that our Company considers have a bearing for arriving at the basis for
Issue Price. The key financial and operational metrics set forth below, have been approved and verified by the Audit
Committee pursuant to its resolution dated September 01, 2025. Further, the Audit Committee has on September 01,
2025 taken on record that other than the key financial and operational metrics set out below, our Company has not
disclosed any other key performance indicators during the three years preceding this Prospectus with its investors.
The KPIs disclosed below have been used historically by our Company to understand and analyze the business
performance, which in result, help it in analyzing the growth of various verticals in comparison to our Company’s
listed peers, and other relevant and material KPIs of the business of our Company that have a bearing for arriving at
the Basis for Issue Price have been disclosed below. Additionally, the KPIs have been certified by way of certificate
dated September 01, 2025 issued by J F Jain & Co., Independent Chartered Accountant who hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Bidders can refer to the below-mentioned KPIs, being a combination of financial and operational KPIs, to make
an assessment of our Company’s performances and make an informed decision.
A list of our KPIs for the Fiscals 2025, 2024 and 2023 is set out below:
121(₹ in million, unless stated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations(1) 14,298.15 11,015.23 9,502.17
EBITDA(2) 926.12 507.56 388.86
EBITDA Margin(3) (in %) 6.48% 4.61 4.09
Net Profit after tax (4) 611.14 311.05 233.58
Net Profit Margin(5) (in %) 4.27% 2.82 2.46
Return on Net Worth(6) (in %) 36.20% 25.65 24.84
Return on Capital Employed(7) (in %) 32.43% 21.52 19.46
Debt-Equity Ratio(8) 0.61 0.80 0.88
Days Working Capital(9) 70 63 54
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 01, 2025.
Notes:
(1) Revenue from operations means the Revenue from Operations as appearing in the Restated Financial Information.
(2) EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by
obtaining the profit/ (loss) before exceptional items and tax for the year and adding back finance costs, depreciation, and
amortization expense.
(3) EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.
(4) Net Profit after tax represents the restated profits of our Company after deducting all expenses.
(5) Net Profit margin is calculated as restated net profit after tax for the year divided by revenue from operations.
(6) Return on Net Worth (%) is calculated as Net Profit after tax attributable to owner of the company, as restated for the end of
the year divided by Average Net worth as at the end of the year. Average net worth means the average of the net worth of
current and previous financial year. Net worth means the aggregate value of the paid-up share capital and other equity.
(7) Return on capital employed is calculated as Earnings before interest and taxes divided by average capital employed average
capital employed is calculated as average of the total equity, including non controlling interest, total debt (including
borrowings and lease liabilities) and deferred tax liabilities (net of deferred tax assets) of the current and previous financial
year.
(8) Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long term and short term
borrowings, including lease liabilities. Total equity includes the aggregate value of the paid-up share capital, other equity
and non controlling interest.
(9) Days Working Capital is arrived at by dividing working capital (current assets excluding cash and cash equivalents and bank
balances less current liabilities excluding short term borrowings and current lease liabilities) by revenue from operations
multiplied by the number of days in the year (365).
Explanation for the Key Performance Indicators:
KPIs Explanations
Revenue from Operations is used by our management to track the revenue profile of
Revenue from Operations
our business and in turn helps assess the overall financial performance of our
(₹ in million)
Company and size of our business.
EBITDA (₹ in million) EBITDA provides information regarding the operational efficiency of our business.
EBITDA Margin is an indicator of the operational profitability and financial
EBITDA Margin (in %)
performance of our business.
Net Profit after tax (₹ in Net Profit after tax provides information regarding the overall profitability of our
million) business.
Net Profit Margin is an indicator of the overall profitability and financial performance
Net Profit Margin (in %)
of our business.
Return on Net Worth (in Return on Net Worth provides how efficiently our Company generates profits from
%) shareholders’ funds.
122KPIs Explanations
Return on Capital Return on Capital Employed provides how efficiently our Company generates
Employed (in %) earnings from the capital employed in our business.
Debt-Equity Ratio (in Debt-Equity ratio is a gearing ratio which compares shareholder’s equity to company
times) debt to assess our company’s amount of leverage and financial stability.
Days working capital is a metric that measures how many days it takes our company
Days Working Capital
to transform its working capital into sales cash flows.
The above KPIs of our Company have also been disclosed, along with other key financial and operating metrics, in
‘Our Business’ and “Management Discussion and Analysis of Financial Condition Results of Operations” on pages
172 and 300, respectively. All such KPIs have been defined consistently and precisely in ‘Definitions and
Abbreviations’ on page 1.
Our Company shall continue to disclose the KPIs disclosed hereinabove in this section on a periodic basis, at least
once in a year (or for any lesser period as determined by the Board of our Company), for a duration of one year after
the date of listing of the Equity Shares, or until the utilization of Issue Proceeds, whichever is later, on the Stock
Exchanges pursuant to the Issue, or for such other period as may be required under the SEBI ICDR Regulations.
123Comparison of our key performance indicators with listed industry peers for the periods included in the Restated Financial Information:
(₹ in million, unless stated otherwise)
Shringar House of Mangalsutra Limited RBZ Jewellers Limited Sky Gold & Diamonds Limited Utssav CZ Gold Jewels Limited
Particulars
FY 25 FY 24 FY23 FY 25 FY 24 FY23 FY 25 FY 24 FY 23 FY 25 FY 24 FY 23
Revenue from
14,298.15 11,015.23 9,502.17 5,301.49 3,274.29 2,879.28 35,480.20 17,454.84 11,538.01 6,463.19 3,401.96 2,381.86
Operations(1)
EBITDA(2) 926.12 507.56 388.86 648.94 388.67 394.62 2,293.28 809.89 372.69 403.40 229.01 138.85
EBITDA
Margin(3) (in 6.48% 4.61% 4.09% 12.24% 11.87% 13.71% 6.46% 4.64% 3.23% 6.24% 6.73% 5.83%
%)
Net Profit after
611.14 311.05 233.58 387.99 215.69 223.33 1,326.55 404.81 186.09 250.60 128.48 71.50
tax (4)
Net Profit
Margin(5) (in 4.27% 2.82% 2.46% 7.32% 6.59% 7.76% 3.74% 2.32% 1.61% 3.88% 3.78% 3.00%
%)
Return on Net
Worth(6) (in 36.20% 25.65% 24.84% 17.15% 14.38% 27.49% 28.59% 23.66% 21.28% 30.94% 44.62% 38.17%
%)
Return on
Capital
32.43% 21.52% 19.46% 20.18% 16.05% 23.44% 23.36% 18.55% 17.10% 21.48% 24.77% 21.65%
Employed(7)
(in %)
Debt-Equity
0.61 0.80 0.88 0.37 0.33 1.04 0.92 1.27 1.49 1.03 2.07 2.22
Ratio(8)
Days Working
70 63 54 228.00 263 200 67.00 87 48 75.00 77 94
Capital(9)
124Notes:
Source: All the information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only
on standalone basis) and is sourced from their respective annual reports and prospectus available on public domain. The ratios
have been computed as per the following definitions.
(1) Revenue from operations means the Revenue from Operations as appearing in the Restated Financial Information.
(2) EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by
obtaining the profit/ (loss) before exceptional items and tax for the year and adding back finance costs, depreciation, and
amortization expense.
(3) EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.
(4) Net Profit after tax represents the restated profits of our Company after deducting all expenses.
(5) Net Profit margin is calculated as restated net profit after tax for the year divided by revenue from operations.
(6) Return on Net Worth (%) is calculated as Net Profit after tax attributable to owner of the company, as restated for the end of
the year divided by Average Net worth as at the end of the year. Average net worth means the average of the net worth of
current and previous financial year. Net worth means the aggregate value of the paid-up share capital and other equity.
(7) Return on capital employed is calculated as Earnings before interest and taxes divided by average capital employed (average
capital employed is calculated as average of the total equity, including non-controlling interest, total debt (including
borrowings and lease liabilities) and deferred tax liabilities (net of deferred tax assets) of the current and previous financial
year.
(8) Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long term and short term
borrowings, including lease liabilities. Total equity includes the aggregate value of the paid-up share capital, other equity
and the non-controlling interest.
(9) Days Working Capital is arrived at by dividing working capital (current assets excluding cash and cash equivalents less
current liabilities excluding short term borrowings and current lease liabilities) by revenue from operations multiplied by the
number of days in the year (365).
Weighted average cost of acquisition (“WACA”)
7. The price per share of our Company based on the primary/ new issue of shares (equity/ convertible
securities)
The details of the Equity Shares, excluding shares issued under ESOP and issuance of bonus shares, during the
eighteen (18) months preceding the date of this Prospectus, where such issuance is equal to or more that 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 ESOPs granted but not vested), in a single transaction or multiple transactions combined together over
a span of rolling thirty (30) days (“Primary Issuance”) are as follows:
NIL
8. The price per share of our Company based on secondary sale/ acquisitions of shares (equity / convertible
securities)
The details of secondary sale / acquisitions of Equity Shares or any convertible securities (“Security(ies)”), where the
Promoter, members of the Promoter Group, or Shareholder(s) having the right to nominate director(s) in the Board of
Directors of our Company are a party to the transaction (excluding gifts), during the eighteen (18) months preceding
the date of this Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid up
share capital of our Company (calculated based on the pre-Issue capital before such transaction/s and excluding
employee stock options granted but not vested), in a single transaction or multiple transactions combined together
over a span of rolling thirty (30) days are as follows:
NIL
9. Since there are no such transactions to report to under 1 and 2, the following are the details basis the last
five primary or secondary transactions (secondary transactions where the Promoters, members of the
Promoter Group, Shareholder(s) having the right to nominate Director(s) on our Board, are a party to the
transaction), not older than three years prior to the date of this Prospectus irrespective of the size of
transactions:
125Face
Issue
value Total
Date of No. of price/Transf Nature of Nature of
per consideratio
allotment/transacti Equity er price per allotment/tran considerati
Equity n (in ₹
on Shares Equity saction on
Share million)
Shares (₹)
(₹)
Primary issuances
Reissue of Cash 28.80
November 28,2024 150,000 10.00 192.00
forfeited shares
November 30,2024 63,115,570 10.00 NIL Bonus NA NA
Weighted average cost of acquisition(“WACA”) for primary
24.00*
issuance of equity shares
Secondary issuances
Transfer by NA NA
November 27,2024 100 10 NIL way of Gift to
Jayesh Dave
Transfer by NA NA
way of gift to
November 27,2024 100 10 NIL Nillu
Manakchand
Rathod
Transfer by NA NA
way of gift to
November 27,2024 100 10 NIL
Nikita Rakesh
Sharma
Weighted average cost of acquisition(“WACA”) for primary
NIL
issuance of equity shares
* represent 1,50,000 shares reissued after forfeiture which has also been adjusted pursuant to bonus issue in the ratio of 7:1
10. Weighted average cost of acquisition, floor price and cap price
Type of Transactions WACA Floor Price Cap Price (₹
(in ₹) (₹ 155) 165)
Weighted average cost of acquisition for last 18 months for Nil^ Nil Nil
primary / new issue of shares (equity/ convertible securities),
excluding shares issued under ESOP 2018 and issuance of
bonus shares, during the 18 months preceding the date of this
certificate, where such issuance is equal to or more than five
per cent of the fully diluted paid-up share capital of our
Company (calculated based on the pre-issue capital before
such transaction/s and excluding employee stock options
granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days
Weighted average cost of acquisition for last 18 months for Nil^ Nil Nil
secondary sale / acquisition of shares equity/convertible
securities), where our Promoters or Promoter Group entities or
or shareholder(s) having the right to nominate director(s) in our
Board are a party to the transaction (excluding gifts), during
the 18 months preceding the date of this certificate, where
either acquisition or sale is equal to or more than five per cent
of the fully diluted paid-up share capital of our Company
(calculated based on the pre-issue capital before such
transaction/s and excluding employee stock options granted
but not vested), in a single transaction or multiple transactions
combined together over a span of rolling 30 days
126Type of Transactions WACA Floor Price Cap Price (₹
(in ₹) (₹ 155) 165)
Since there are no such transactions to report to under I and II above, the following are the details basis the last
five primary or secondary transactions (secondary transactions where the Promoters, members of the Promoter
Group, or Shareholder(s) having the right to nominate Director(s) on our Board, are a party to the transaction),
not older than three years prior to the date of this Prospectus irrespective of the size of transactions:
Weighted average cost of acquisition of primary issuance by
24# 6.46 times 6.88 times
the Company
Weighted average cost of acquisition of secondary
transactions (sale or acquisition) of Equity Shares of the Nil Nil Nil
Company
# represent 1,50,000 shares reissued after forfeiture which has also been adjusted pursuant to bonus issue in the ratio of 7:1
^As certified by our Statutory Auditor, M/s T R Chadha & Co LLP, Chartered Accountants vide certificate dated September 12,
2025
10. Explanation for Issue Price / Cap Price being ₹165 and weighted average cost of acquisition of primaryf
issuance price / secondary transaction price of Equity Shares of face value of ₹10 (set out above) along with
our Company’s key performance indicators and financial ratios for the Fiscals 2025, 2024 and 2023 in view
of the external factors which may have influenced the pricing of the Issue:
We are amongst the leading and specialised designers and manufacturers of Mangalsutra in India. (Source:
CareEdge Report). We are engaged in designing, manufacturing, and marketing, a varied range of Mangalsutra
studded with diverse range of stones including but not limited to, American diamond, cubic zirconia, pearl, mother
of pearl, and semi-precious stones, in 18k and 22k purity of gold, to our business-to-business ("B2B") clients.
Our Company contributed to around 6% of organized Mangalsutra market in India in CY23 (Source: CareEdge
Report).We sell our products to a diverse range of clients including Corporate Clients, wholesale jewellers, and
retailers across the country, more particularly in twenty-four (24) statesand four (4) union territories. In addition
to serving our domestic clients, we have also expanded our reach to international clients in United Kingdom, New
Zealand, UAE, USAand Republic of Fiji, during the Fiscals 2025, 2024 and 2023.
We offer an extensive portfolio of Mangalsutras, featuring over 15 collections and more than 10,000 active SKUs,
designed to suit special occasions such as weddings, festivals,and anniversaries, as well as daily-wear options
including antique, bridal, traditional, contemporary, and Indo-western styles.Our design and manufacturing
process combines traditional methods and innovative techniques. Our Manufacturing Facility supported by our in-
house team of 22 designers and166 In-house Karigars enables us to craft unique pieces that often feature detailed
designs reflecting authenticity and uniqueness.
The Issue Price of ₹ 165 has been determined by our Company, in consultation with the BRLM, on the basis of the
demand from investors for the Equity Shares issued through the Book-Building Process. Our Company, in
consultation with the BRLM, is justified of the Issue Price in view of the above qualitative and quantitative parameters.
Investors should read the abovementioned information along with “Risk Factors”, “Our Business” and “Financial
Information” on pages 33, 172 and 238, respectively to have a more informed view.
The trading price of the Equity Shares could decline due to the factors mentioned in the section titled “Risk Factors”
on page 33 or any other factors that may arise in the future and you may lose all or part of your investments.
127STATEMENT OF SPECIAL TAX BENEFITS
To,
The Board of Directors,
Shringar House of Mangalsutra Limited
Unit No. B-1, Lower Ground Floor, Jewel World (Cotton Exch Bldg),
175, Kalbadevi Rd, Bhuleshwar,
Mumbai 400002, Maharashtra, India.
Re: Proposed initial public offering of equity shares of face value of Rs. 10 each (“Equity Shares” and such
initial public offer, an “IPO” or “Issue”) of Shringar House of Mangalsutra Limited (the “Company”).
In connection with the Issue, we, T R Chadha & Co LLP have been requested by the Company to verify the
statement of possible special tax benefits available to the Company and its shareholders under the Income Tax
Act, 1961 (read with Income Tax Rules, circulars, notifications) as amended by the Finance Act, 2023, hereinafter
referred to as the “Indian Income Tax Regulations” presented in Annexure 1 and under the Central Goods and
Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017 and the applicable state-wise/union
territory-wise goods and service tax legislations (“GST Acts”), the Customs Act, 1962 and the Customs Tariff
Act, 1975 (both together, with the GST Acts, the “Indian Indirect Tax Regulations”) as amended from time to
time, as amended by the Finance (No. 2) Act 2024 as presented in Annexure 2 (together the “Annexures”).
Management’s Responsibility
The preparation of the Statement as of the date of our certificate which is to be included in the draft red herring
prospectus, red herring prospectus and prospectus for the Issue is the responsibility of the management of the
Company. The management’s responsibility includes designing, implementing and maintaining internal control
relevant to the preparation and presentation of the Statement, and applying an appropriate basis of preparation;
and making estimates that are reasonable in the circumstances. The management is also responsible for identifying
and ensuring that the Company complies with the laws and regulations applicable to its activities.
We have performed the following procedures in this regard:
We have reviewed the enclosed Annexures 1 and 2 (together, the “Annexures”), prepared by the Company and
initialed us for identification purposes, which provides the possible special tax benefits available to the Company
and to the shareholders of the Company as stated in those annexures, as under:
• Indian Income Tax Regulations, applicable for the financial year 24-25 relevant to the assessment year
2025-26, presently in force in India; and
• Indian Indirect Tax Regulations, applicable for the financial year 24-25 relevant to the assessment year
2025-26, presently in force in India.
Several of these stated tax benefits/consequences are dependent on the Company or its shareholders fulfilling the
conditions prescribed under the relevant tax laws. Therefore, the ability of the Company or its shareholders to
derive the tax benefits is dependent on fulfilling such conditions.
The benefits discussed in the enclosed Annexures 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 Issue. Neither are we suggesting nor
advising the investor to invest money based on this statement. These statements do not cover any general tax
benefits available to the Company and its shareholders and is neither designed nor intended to be a substitute for
professional tax advice.
Further, we give no assurance that the revenue authorities / courts will concur with our views expressed herein.
Our views are based on the existing provisions of Indian Income Tax Regulations and its interpretation and Indian
128Indirect Tax Regulations, which are subject to change from time to time. We do not assume responsibility to
update the views consequent to such changes.
We shall not be liable to the Company for any claims, liabilities or expenses arising from facts and disclosure in
statement of tax benefits determined to have resulted primarily from bad faith or intentional misrepresentation.
We will not be liable to any other person in respect of the Statement.
We do not express any opinion or provide any assurance as to whether:
i) the Company or its shareholders will continue to obtain these benefits in future; or
ii) the conditions prescribed for availing the benefits have been/would be met with; or.
iii) The revenue authorities/courts will concur with the views expressed herein.
The contents of the enclosed statement are based on information, explanations and representations obtained from
the Company and on the basis of our understanding of the business activities and operations of the Company.
This certificate, including Annexure 1 and 2 herein, is for your information and for inclusion in the red herring
prospectus, prospectus and any other material used in connection with the Issue (together the “Offer Documents”)
with the Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India
Limited (collectively, the “Stock Exchanges”) and subsequently the red herring prospectus and the prospectus
with the Registrar of Companies, Maharashtra at Mumbai (“RoC”), in accordance with the provisions of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended ("ICDR Regulations") may be prepared in connection with the Issue.
The aforesaid information contained herein and in Annexure 1 and 2 may be relied upon by the Book Running
Lead Manager and legal counsels appointed pursuant to the Issue and may be submitted to the stock exchanges,
the Securities and Exchange Board of India, and any other regulatory or statutory authority in respect of the Issue
and for the records to be maintained by the Book Running Lead Manager.
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 conducted our examination of the information given in this certificate
(including the annexures thereto) in accordance with the ‘Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016)’ (“Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”),
as revised from time to time, to obtain a reasonable assurance that such details are in agreement with the books of
accounts and other relevant records provided to us, in all material respects. The aforesaid Guidance Note requires
that we comply with the ethical requirements of the ‘Code of Ethics’ issued by the ICAI, as revised from time to
time.
We undertake to update you in writing of any changes in the abovementioned position on obtaining or becoming
aware of any relevant information, until the date the Equity Shares issued pursuant to the Issue commence trading
on the stock exchanges. In the absence of any communication from us till the Equity Shares commence trading
on the stock exchanges, the above information should be considered as updated information.
All capitalized terms used herein, unless otherwise specifically defined, shall have the same meaning as ascribed
to them in the Offer Documents.
Our certificate is made solely to the Company's management and BRLM for the purpose as set forth in the first
paragraph of this report and for your information and is not to be used for any other purpose or to be distributed
to any other parties. This certificate relates only to the items specified above and does not extend to any financial
statements of the Company, taken as a whole. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company, BRLM and the Company's members as a body, for our audit
work, for this report, or for the opinions we have formed.
129Yours faithfully,
For T R Chadha & Co LLP
Chartered Accountants
Firm Registration Number: 0N500028
Pramod Tilwani
Partner
Membership Number: 076650
UDIN: 25076650BMJGGT1285
Date: September 01, 2025
Place: Mumbai
130ANNEXURE 1
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE SHRINGAR HOUSE
OF MANGALSUTRA LIMITED (“THE COMPANY”) AND ITS SHAREHOLDERS UNDER INDIAN
INCOME TAX REGULATIONS
UNDER THE INCOME TAX ACT, 1961
A. Special tax benefits available to the Company:
• Lower Corporate Tax rate under Section 115BAA
A new Section 115BAA has been inserted by the Taxation Laws (Amendment) Act, 2019 (“the Amendment Act,
2019”) granting an option to domestic companies to compute corporate tax at a reduced rate of 25.17% (22% plus
surcharge of 10% and cess of 4%) from the Fiscal year 2019-20, provided such companies do not avail specified
exemptions/incentives (e.g. deduction under Section 10AA, 32(1)(iia), 33ABA, 35(2AB), 80-IA etc.) The
Amendment Act, 2019 also provides that domestic companies availing such option will not be required to pay
Minimum Alternate Tax (“MAT”) under Section 115JB. The CBDT has further issued Circular 29/2019 dated
October 02,2019 clarifying that since the MAT provisions under Section 115JB itself would not apply where a
domestic company exercises option of lower tax rate under Section 115BAA, MAT credit would not be available.
Corresponding amendment has been inserted under Section 115JAA dealing with MAT credit.
The company has exercised the above option in the Fiscal year 2019-20.
B. Special tax benefits available to the Shareholders
There are no special direct tax benefits available to the shareholders for investing in the shares of the
Company.
With respect to a Resident Corporate Shareholder, a new section 80M is inserted in the Finance Act,
2020, to remove the cascading effect of taxes on inter-corporate dividends during financial year 2020-21
and thereafter. The section provides that where the gross total income of a domestic company in any
previous year includes any income by way of dividends from any other Domestic Company or a Foreign
Company or a Business Trust, there shall, in accordance with and subject to the provisions of this section,
be allowed in computing the total income of such domestic company, a deduction of an amount equal to
so much of the amount of income by way of dividends received from such other Domestic Company or
Foreign Company or Business Trust as does not exceed the amount of dividend distributed by it on or
before the due date. The “due date” means the date one month prior to the date for furnishing the return
of income under sub-section (1) of section 139.
NOTES:
1. The above is as per the current tax laws, for the assessment Year 2025-26.
2. The above Statement of possible special tax benefits sets out the provisions of Indian Income Tax
Regulations in a summary manner only and is not a complete analysis or listing of all the existing and
potential tax consequences of the purchase, ownership and disposal of equity shares of the Company.
3. The possible special tax benefits are subject to conditions and eligibility criteria which need to be
examined for tax implications.
4. In respect of non-residents, the tax rates and consequent taxation will be further subject to any benefits
available under the relevant DTAA, if any, between India and the country in which the non-resident has
fiscal domicile. The shareholders / investors in any country outside India are advised to consult their own
professional advisors regarding possible income tax consequences that apply to them under the laws of
such jurisdiction.
5. The tax benefits discussed in the Statement are not exhaustive and are only intended to provide general
information to the investors and hence, is neither designed nor intended to be a substitute for professional
131tax 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.
6. Our views are based on the existing provisions of law and its interpretation, which are subject to changes
from time to time.
7. As the Company has opted for concessional corporate income tax rate as prescribed under section
115BAA of the Act, it will not be allowed to claim any of the following deductions:
• Deduction under the provisions of section 10AA (deduction for units in Special Economic Zone)
• Deduction under clause (iia) of sub-section (1) of section 32 (Additional Depreciation)
• Deduction under section 32AD or section 33AB or section 33ABA (Investment allowance in
backward areas, Investment deposit account, Site restoration fund)
• Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section or subsection
(2AA) or sub-section (2AB) of section 35 (Expenditure on scientific research)
• Deduction under section 35AD or section 35CCC (Deduction for specified business, agricultural
extension project)
• Deduction under section 35CCD (Expenditure on skill development)
• Deduction under any provisions of Chapter VI-A other than the provisions of section 80JJAA or
section 80M;
• No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss
or depreciation is attributable to any of the deductions referred above
• No set off of any loss or allowance for unabsorbed depreciation deemed so under section 72A, if such
loss or depreciation is attributable to any of the deductions referred above
132ANNEXURE 2
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE SHRINGAR HOUSE
OF MANGALSUTRA LIMITED (“THE COMPANY”) AND ITS SHAREHOLDERS UNDER THE
INDIAN INDIRECT TAX REGULATIONS.
A. Special Indirect Tax Benefits available to the Company
1. Benefits under the Central Goods and Services Tax Act, 2017, respective State Goods and Services Tax
Act, 2017, Integrated Goods and Services Tax Act, 2017 and The Union Territory Goods and Services
Tax Act, 2017 (read with relevant rules prescribed thereunder)
Under the Goods and Services Tax (“GST”) regime, all supplies of goods and services which qualify as
exports are classified as Zero-rated supplies. Zero rated supplies are eligible for claim of GST refund under
any of the two mechanisms, at the option of the Company.
The Company can claim refund against zero-rated supplies under Letter of Undertaking (LUT) without
payment of GST and claim refund of accumulated Input Tax Credit or by making payment of Integrated
Goods and Services Tax and claim refund of the tax paid thereof as per provisions of section 54 of Central
Goods and Services Tax Act, 2017. Thus, the option of claiming refund of GST on zero rated supplies is
available to the Company.
B. Special tax benefits available to the Shareholders
There are no special indirect tax benefits available to the shareholders for investing in the shares of the
Company under the Indian Indirect Tax Regulations.
NOTES:
1. The above Statement of possible special tax benefits sets out the provisions of indirect tax laws in a
summary manner only and is not a complete analysis or listing of all the existing and potential tax
consequences of the purchase, ownership and disposal of equity shares of the Company.
2. The tax benefits discussed in the Statement are not exhaustive and are only intended to provide general
information to the investors and hence, is neither designed nor intended to be a substitute for professional
tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each
investor is advised to consult his or her own tax consultant with respect to the specific tax implications
arising out of their participation in the issue.
3. Our views are based on the existing provisions of law and its interpretation, which are subject to changes
from time to time. We do not assume responsibility to update the views consequent to such changes.
133SECTION IV: ABOUT THE COMPANY
INDUSTRY OVERVIEW
The information contained in this section is derived from a report titled “Industry Research Report on Indian
Gems and Jewellery Sector” dated December 04, 2024 (“CareEdge Report”) prepared by CARE, and exclusively
commissioned and paid by our Company only for the purposes of the Issue. For further details and risks in relation
to commissioned reports, see “Risk Factor-45– Certain sections of this Prospectus disclose information from the
CareEdge Report which has been commissioned and paid for by us exclusively in connection with the Issue and
any reliance on such information for making an investment decision in the Issue is subject to inherent risks.” on
page 64 of this Prospectus. Our Company, Promoters, Directors, Key Managerial Personnel, Senior Management
or Book Running Lead Manager are not related to CARE. A copy of the CareEdge Report shall be available on
the website of our Company at https://www.shringar.ms/ from the date of the Red Herring Prospectus until the
Bid/Issue Closing Date, and has also been included as a document for inspection in “Material Contracts and
Documents for Inspection –Material Documents” on page 423. Industry publications are also prepared based on
information as at specific dates and may no longer be current or reflect current trends. Accordingly, investment
decisions should not be based on such information. Forecasts, estimates, predictions, and other forward-looking
statements contained in the CareEdge Report are inherently uncertain because of changes in factors underlying
their assumptions, or events or combinations of events that cannot be reasonably foreseen. Actual results and
future events could differ materially from such forecasts, estimates, predictions, or such statements. In making
any decision regarding the transaction, the recipient should conduct its own investigation and analysis of all facts
and information contained in this Prospectus and the recipient must rely on its own examination and the terms of
the transaction, as and when discussed. Unless otherwise indicated, financial, operational, industry and other
related information derived from the CareEdge Report and included herein with respect to any particular year
refers to such information for the relevant calendar year.
1. Economic Outlook
1.1 Global Economy
Global growth, which stood at 3.3% in CY23, is anticipated to fall to 3.2% in CY24 and then bounce back again
to 3.3% in CY25. The CY24 forecast has remained same compared to the April 2024 World Economic Outlook
(WEO) Update, and increased by 0.1 percentage point compared to the January 2024 WEO. Despite this, the
expansion remains historically low, attributed to factors including sustained high borrowing costs, inflation woes,
reduced fiscal support, lingering effects of Russia’s Ukraine invasion, Iran–Israel Cold War, sluggish productivity
growth, and heightened geo-economic fragmentation.
Chart 1: Global Growth Outlook Projections (Real GDP, Y-o-Y change in %)
8.0%
6.0%
)
%
Y
4.0%
-
o
Y- 2.0%
(
h
t
w 0.0%
o
r g CY19 CY20 CY21 CY22 CY23 CY24P CY25P CY26P CY27P CY28P CY29P
P-2.0%
D
G
-4.0%
-6.0%
World Advanced Economies Emerging Market and Developing Economies
134Notes: P-Projection; Source: IMF – World Economic Outlook, July 2024
1.2 Indian Economy Outlook
1.2.1 GDP Growth and Outlook
Resilience to External Shocks remains Critical for Near-Term Outlook
India’s real GDP grew by 7.0% in FY23 and stood at ~Rs. 161 trillion, as per the First Revised Estimate, despite
the pandemic in previous years and geopolitical Russia-Ukraine spillovers. In Q1FY24, the economic growth
accelerated to 8.2%. The manufacturing sector maintained an encouraging pace of growth, given the favorable
demand conditions and lower input prices. The growth was supplemented by a supportive base alongside robust
services and construction activities. This momentum remained in the range in the Q2FY24 with GDP growth at
8.1%, mainly supported by acceleration in investments. However, private consumption growth was muted due to
weak rural demand and some moderation in urban demand amid elevated inflationary pressures in Q2FY24. The
GDP growth number improved for Q3FY24 at 8.6%.
India's GDP at constant prices surged to Rs. 47.24 trillion in Q4FY24 from Rs. 43.84 trillion in Q4FY23, marking
a 7.8% growth rate. This upswing was fueled by robust performances in construction, mining & quarrying, utility
services, and manufacturing sectors and investment drove the GDP growth, while both private and government
consumption remained subdued.
Real GDP in the year FY24 is estimated to grow at 8.2% at Rs. 173.82 trillion as per provisional estimate of the
Ministry of Statistics and Programme Implementation. It is expected that domestic demand, especially investment,
to be the main driver of growth in India, amid sustained levels of business and consumer confidence.
Table 1: RBI's GDP Growth Outlook (Y-o-Y %)
FY25P Q1FY25P Q2FY25P Q3FY25P Q4FY25P
7.2% 7.3% 7.2% 7.3% 7.2%
Note: P-Projected; Source: Reserve Bank of India
1.2.2 Consumer Price Index
India’s consumer price index (CPI), which tracks retail price inflation, stood at an average of 5.5% in FY22 which
was within RBI’s targeted tolerance band of 6%. However, consumer inflation started to upswing from October
2021 onwards and reached a tolerance level of 6% in January 2022. Following this, CPI reached 6.9% in March
2022.
CPI remained elevated at an average of 6.7% in FY23, above the RBI’s tolerance level. However, there was some
respite toward the end of the fiscal wherein the retail inflation stood at 5.7% in March 2023, tracing back to the
RBI’s tolerance band. Apart from a favorable base effect, the relief in retail inflation came from a moderation in
food inflation.
Chart 2: Retail Price Inflation in terms of index numbers and Y-o-Y Growth in % (Base: 2011-12=100)
1356.7% 184.1 188.2
5.9% 6.2% 174.7 179.4
163.8
) 155.3
r e 4.9% 146.3 4.9%
b 139.6
m u n ( 110.0 112.2 118.9 124.7 130.3 4.51 %35.0 4.8% 5.5% 5.4% 4.6%
x
e
d n 3.4% %
i
e
3.6%
n
c ir i h
p
lia
2.0% t w
o
te r g
R
Y
-
o
-
Y
3 4 5 6 7 8 9 0 1 2 3 4 3 4
1 1 1 1 1 1 1 2 2 2 2 2 2 2
Y Y Y Y Y Y Y Y Y Y Y Y 'n 'n
F F F F F F F F F F F F u u
J J
- -
3 4
2 2
'r 'r
p p
A A
Index number Y-o-Y growth in %
Source: MOSPI
1.2.3 Overview on Key Demographic Parameters
• Population growth and Urbanization
The trajectory of economic growth of India and private consumption is driven by socio-economic factors such as
demographics and urbanization. According to the world bank, India’s population in 2022 surpassed 1.42 billion,
slightly higher than China’s population 1.41 billion and became the most populous country in the world.
Age Dependency Ratio is the ratio of dependents to the working age population, i.e., 15 to 64 years, wherein
dependents are population younger than 15 and older than 64. This ratio has been on a declining trend. It was as
high as 76% in 1983, which has reduced to 47% in 2023. Declining dependency means the country has an
improving share of working-age population generating income, which is a good sign for the economy.
Chart 3: Trend of India’s Population vis-à-vis dependency ratio
1.60 76% 80%
71%
1.40 70%
63%
1.20 60%
54%
1.00 47% 50%
0.80 40%
1.43
1.29
0.60 30%
1.12
0.93
0.40 0.75 20%
0.20 10%
0.00 0%
1983 1993 2003 2013 2023
Population (Billion) Dependency Ratio (%)
Note: Year refers as CY, Source: World Bank Database
• Urbanization
136The urban population is significantly growing in India. The urban population in India is estimated to have
increased from 413 million (32% of total population) in 2013 to 519.5 million (36.4% of total population) in the
year 2023. People living in Tier-2 and Tier-3 cities have greater purchasing power.
Chart 4: Urbanization Trend in India
36.4%
35.9%
35.4%
) 34.9%
n 34.5%
n
o
itao ita
lu
33.2%
33.6%
34.0%
lup
o 32.8%
pp 32.4%
o p la 32.0%
nt
o
a
b r
Ut
fo
%
(
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Note: Year refers as CY, Source: World Bank Database
• Increasing Per Capita Disposable Income
Gross National Disposable Income (GNDI) is a measure of the income available to the nation for final
consumption and gross savings. Between the period FY14 to FY24, per capita GNDI at current prices registered
a CAGR of 8.88%. More disposable income drives more consumption, thereby driving economic growth.
The chart below depicts the trend of per capita GNDI in the past decade:
Chart 5: Trend of Per Capita Gross National Disposable Income (Current Price)
2,50,000
2,14,951
CAGR 1,98,125
2,00,000 (FY14-FY24) 1,74,816
8.88% 1,44,620 1,52,504 1,48,408
1,50,000 1,31,743
1,20,052
1,09,315
1,00,439
91,843
1,00,000
50,000
-
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24
[FRE] [PE]
Per Capita Gross National Disposable Income
Note: 3RE – Third Revised Estimate, 2RE – Second Revised Estimates, 1RE – First Revised Estimates, PE – Provisional
Estimate; Source: MOSPI
• Increase in Consumer Spending
With increase in disposable income, there has been a gradual change in consumer spending behaviour as well.
Private Final Consumption Expenditure (PFCE) which is measure of consumer spending has also showcased
significant growth in the past decade at a CAGR of 9.46%. Following chart depicts the trend of per capita PFCE
at current prices:
Chart 62: Trend of Per Capita Private Final Consumption Expenditure (Current Price)
1371,40,000 1,27,760
CAGR 1,18,755
1,20,000
(FY14-FY24) 1,05,092
1,00,000 9.46% 91,315 89,641
84,441
76,379
80,000 70,258
63,339
57,201
60,000 51,764
40,000
20,000
-
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24
[FRE] [PE]
Per capita PFCE
Source: MOSPI
1.2.4 Concluding Remarks
The major headwinds to global economic growth are escalating geopolitical tensions, volatile global commodity
prices, high interest rates, inflation woes, and a shortage of key inputs. Despite the global economic growth
uncertainties, the Indian economy is relatively better placed in terms of GDP growth compared to other emerging
economies. According to IMF’s forecast, it is expected to be 7% in CY24 compared to the world GDP growth
projection of 3.2%. The bright spots for the economy are continued healthy domestic demand, support from the
government towards capital expenditure, moderating inflation, investments in technology and improving business
confidence.
Likewise, several high-frequency growth indicators including the purchasing managers index, auto sales, bank
credit, and GST collections have shown improvement in FY23. Moreover, normalizing the employment situation
after the opening up of the economy is expected to improve and provide support to consumption expenditure.
The India Meteorological Department (IMD) has made a significant forecast, predicting "above normal" rainfall
for the upcoming monsoon season, marking the first time in a decade that such an optimistic outlook has been
declared at the initial stage. This forecast, coupled with an anticipated eight-year-high rainfall, offers promising
prospects for the agrarian economy and inflation. The weakening of El Nino to a neutral stage in the early monsoon
season, followed by the likely development of La Nina conditions in the later part, adds to the positive outlook.
El Nino typically leads to suppressed rainfall during the Indian monsoon, whereas La Nina tends to enhance
rainfall activity. IMD's more optimistic prediction is expected to bolster agricultural growth and incomes, while
also potentially alleviating stubborn food inflation pressures.
At the same time, public investment is expected to exhibit healthy growth as the government has allocated a strong
capital expenditure of about Rs. 11.11 lakh crores for FY25. The private sector’s intent to invest is also showing
improvement as per the data announced on new project investments and resilience shown by the import of capital
goods. Additionally, improvement in rural demand owing to good rabi crop and an expected normal monsoon will
aid the investment cycle in gaining further traction.
2. Demographic Drivers
1.3 Total Number of Weddings in India
The number of weddings in India is rapidly increasing, driving a significant boom in the wedding sector and the
jewellery market. This growth is fueled by the expanding middle class, which is increasingly willing to spend
lavishly on wedding celebrations, including destination weddings in picturesque locations like Kerala, Udaipur,
and Goa. The demand for wedding-related services such as professional photographers, caterers, and event
138planners has surged. Additionally, India's youthful population and a gradual shift towards earlier marriages
contribute to this rise in weddings.
This surge directly impacts the jewellery market, as weddings traditionally involve substantial jewellery
purchases. Gold and diamond jewellery hold cultural and sentimental value in Indian weddings, leading to higher
demand for bridal jewellery, including engagement rings, wedding bands, and elaborate sets. Consequently,
jewellers are expanding their collections and services to meet the diverse and growing demands of wedding
customers, driving robust growth in India's jewellery market.
The total number of weddings in India increased by 12.2% to reach 115.5 Lakhs in CY23, compared to 103 Lakhs
in CY22. In CY20, the number dropped to 68.1 lakh due to the COVID-19 pandemic and the resultant restrictions
on gatherings. As the situation improved, the wedding industry rebounded in 2021 with 89.4 lakh weddings. This
positive trend continued in CY22 and CY23, indicating a robust resurgence in the sector.
Chart 7: Total Number of Weddings in India, CY2024-32
200
180.8
171.4
180 162.8
155.0
160 147.8
141.2
135.1
140 124.3 129.5
s120
h
k
a100
L
n 80
I
60
40
20
0
CY24F CY25F CY26F CY27F CY28F CY29F CY30F CY31F CY32F
Source: IMARC Group and CareEdge Research
The number of weddings in India is projected to grow from 124.3 lakh in CY24 to 180.8 lakh by 2032, registering
a CAGR of 4.8%. The surge in weddings is also driving growth in the jewellery industry, as bridal jewellery
purchases increase with each wedding. This growth underscores the wedding sector's recovery from pandemic
downturns and its role as a major economic driver, reinforcing its significance in the national economic
framework.
1.4 Wedding Expenditures
Wedding expenditures in India are substantial, reflecting the country’s cultural emphasis on grand celebrations.
Major costs include lavish venues, elaborate catering, and high-end jewellery, which collectively dominate the
budget. Apparels, decorations, and photography also represent significant expenses. Additional costs include gifts,
entertainment, and transportation. The scale and opulence of Indian weddings drive substantial spending, making
it a significant sector in the economy. This substantial financial outlay highlights the importance of weddings in
Indian society and the economic impact of associated industries.
Chart 8: India Wedding Market: Breakup by Wedding Expenditure (in %), CY23
13912.5%
3.0% Catering & Venues
29.4%
4.3% Jewellery
Apparels
10.2% Decorations
Gifts
Photography and Videography
Others
18.3%
22.3%
Source: IMARC Group and CareEdge Research
In CY23, the distribution of wedding expenditures in India highlights the significant allocation of funds across
various categories. Catering and venues dominate the market, accounting for 29.4% of total spending, reflecting
the high priority placed on food and location for wedding celebrations.
Jewellery follows as the second-largest expenditure, comprising 22.3%, underscoring the importance of bridal
adornments in Indian weddings. Jewellery holds a vital place in Indian weddings, with 22.3% of expenditures
dedicated to it, reflecting its deep cultural and symbolic significance. The mangalsutra, a sacred necklace
symbolizing marital bonds, is central in Hindu weddings, especially in South India, where elaborate designs
featuring diamonds and intricate gold work are increasingly popular.
Besides the mangalsutra, essential pieces like bangles, necklaces, earrings, and rings are part of the bridal
ensemble, varying by region. North Indian brides favour heavy gold jewellery, while South Indian brides often
wear temple jewellery with uncut gemstones. In Western India, the nath (nose ring) and kamarband (waistband)
are prominent, and Eastern Indian brides often choose gold pieces with nature-inspired motifs. This investment in
jewellery, blending aesthetics with emotional and cultural value, underscores its importance as a symbol of
tradition, wealth, and heritage across India.
1.5 Analysis of the Impact of Demographics on Mangalsutra Purchases
The Mangalsutra is more than a piece of jewellery in India; it embodies personal identity, cultural heritage, and
marital commitment. Preferences for Mangalsutra designs vary significantly across different age groups, reflecting
the evolving interests, lifestyles, and values of Indian women. Every demographic has different needs and
perspectives, from senior women who value traditional motifs to young brides who choose modern patterns.
Furthermore, according to a report by the World Gold Council, there is a significant increase in demand for
lightweight jewellery, especially in the daily wear segment. For instance, it is now common to find chains or
Mangalsutras weighing just 5-8 grams, a development that would have been unlikely five years ago. This surge
in demand can be attributed to the rising per capita income, increased expenditure on jewellery, a higher number
of weddings in India, and the influence of social media. These demographic shifts have significantly impacted
Mangalsutra purchases in recent years.
Regional Demographics play a crucial role in influencing purchase decisions. In South India, the tradition of
investing heavily in gold jewellery, including the Mangalsutra, is deeply ingrained, with families often prioritizing
substantial, intricate designs that reflect both wealth and cultural heritage. The emphasis on gold as an investment
also drives higher expenditure in this region.
In contrast, Maharashtra sees continuous spending on jewellery, driven by strong replacement demand. Women
in this region often buy new pieces or upgrade existing ones, reflecting both cultural practices and evolving fashion
140trends. The state's inclination towards nath (nose rings) and kamarband (waistbands) also influences the jewellery
market.
In North India, the preference for heavy gold jewellery remains strong, but there's a growing trend towards more
versatile, lightweight designs that cater to modern lifestyles. Meanwhile, in Eastern India, especially Bengal,
traditional motifs inspired by nature dominate Mangalsutra designs, reflecting the region's rich cultural heritage
18-25 Age Group: Young women aged 18-25 are drawn to Mangalsutras that merge traditional and contemporary
styles. They prefer affordable, versatile designs that can transition from special occasions to everyday wear.
Influenced by social media and celebrity trends, they favour minimalist designs and often personalize their
Mangalsutras with initials or unique symbols. Online shopping is popular in this group due to its convenience and
variety.
26-35 Age Group: Women in the 26-35 age range seek a balance between traditional values and modern
practicality. They value craftsmanship and quality, opting for Mangalsutras that combine classic elements with
modern aesthetics. While they conduct thorough online research, they prefer to visit physical stores to verify the
authenticity and quality of their purchases. This group is willing to invest in high-quality, durable items and
appreciates personalized service.
36-45 Age Group: Women aged 36-45 have a strong affinity for intricate and traditional Mangalsutra designs
that honor marital vows and cultural heritage. They are willing to spend more on elaborate pieces that signify
wealth and prestige, often buying from high-end jewellers known for their superior quality. This demographic
prefers in-store shopping to personally assess the authenticity and craftsmanship of their jewellery and may be
influenced by family traditions and advice from elders.
46-60 Age Group: Women aged 46-60 favor traditional Mangalsutra designs that emphasize spiritual and cultural
values. They seek heavy, durable designs that offer lasting quality and often prefer to shop in-store for
personalized customer service. This age group values the symbolic significance of the jewellery and tends to build
relationships with a few trusted jewelers.
Above 60 Age Group: Older women, aged 60 and above, often look for Mangalsutras with deep historical and
cultural significance. They prefer classic designs that symbolize enduring marriage and can be passed down as
heirlooms. This group prioritizes authenticity and quality, buying from established, reputable jewelers and usually
preferring in-store purchases to ensure they receive personalized attention and verify the value of their investment.
3. Overview of the Jewellery Industry in India
3.1 Indian Jewellery Industry Market Size & Trends
In India, jewellery holds substantial cultural and traditional importance, crucial in various customs, festivals, and
life events, particularly weddings. Gold jewellery, deeply embedded in Indian culture, is often seen as a mark of
prosperity and success. It is a family investment for religious ceremonies, gifting, and future security. This deep-
rooted cultural connection ensures a persistent demand for jewellery, even amid economic fluctuations.
With India's economy experiencing significant growth over recent decades, disposable incomes have increased,
especially among the middle and upper classes. This rise in purchasing power has enabled people to spend more
on luxuries and non-essentials, including high-end and designer jewellery. As earnings continue to grow, so does
the appetite for owning and displaying jewellery, further fueling market expansion. Traditionally, the Indian Gems
and Jewellery (G&J) industry has been fragmented, with consumers predominantly buying from family jewellers.
The fragmented nature of this sector makes it difficult to quantify the number of jewellers in India. However, the
industry has seen structural transformation in the recent decade with more G&J players moving up the value chain
with a greater focus on branded jewellery. Jewellery retailing is not only profitable and high-margin but also an
underpenetrated industry in India, which means there is a lot of room for growth. Moreover, consumers are more
predisposed to branded jewellery particularly in metro & tier I cities, given the rising media and Western
influences and willingness to pay a premium.
141Chart 9: Indian Domestic Jewellery Market Size (CY18-CY32)
12,000
11,044
10,119
10,000 9,278
) 8,515
n
o
illiB 8,000 7,1897,821
.s 6,614
R
n 5,610
6,089
i( 6,000
e 4,976
z
iS
te
4,000
3,838
k
r a 2,834
M
2,029 2,1202,201
2,000
0
CY18 CY19 CY20 CY21 CY22 CY23 CY24PCY25PCY26PCY27PCY28PCY29PCY30PCY31PCY32P
Source: IMARC Group, CareEdge Research
In CY20, the domestic jewellery (gold and studded) industry was negatively impacted by the COVID-19 outbreak
and the industry size contracted by nearly a fourth. In CY23, the domestic jewellery industry stabilized at Rs.
4,976 billion. Additionally, in CY23, the demand for gold jewellery remained subdued in terms of volume and
declined by about 2%, while the gold price registered a ~7% increase compared to its previous year.
In CY24 the Indian jewellery market is expected to grow by 12.8% y-o-y to Rs. 5,610 billion. The market is
expected to grow at a compounded annual growth rate (CAGR) of 8.8% in the next 9 years to Rs 11,044 billion
in CY32.
In terms of gold jewellery consumption, India has been the second largest consumer globally (China being the
first).
Additionally, India's jewellery industry is experiencing a growing preference for branded items. Branded jewellers
are valued for their distinctive designs, quality, and authenticity—attributes that consumers increasingly seek
confirmation of. A significant portion of buyers is attracted to branded jewellery for its reliability and reputation.
The industry has also evolved with the widespread adoption of technology in both manufacturing and retail.
Advanced techniques such as computer-aided design (CAD) and 3D printing allow jewellers to create intricate
and customized pieces more efficiently and precisely. Moreover, the rise of e-commerce platforms has made it
easier for customers to purchase jewellery online, providing convenience and a wider selection. Consequently,
technological advancements are crucial for enhancing product offerings and expanding market reach.
3.2 Key Demand Drivers for Jewellery in India
Weddings and Festivals Drive Domestic Demand:
Seasonality in jewellery buying is a key factor that influences demand heterogeneity in India. Weddings, festivals,
and harvests in rural regions are the main drivers of the category, and the seasonal nature of each of these drivers
assures that demand for jewellery is tied to the different months and seasons.
142Chart 10: Seasonality in Jewellery Buying
Source: CareEdge Research based on Industry sources
Demand for jewellery rises in the months of the wedding season such as May-June, September-November, and
January. During November and December, rural households invest their crop money in gold jewellery.
Moreover, gold demand in Tier II and Tier III towns is influenced by agricultural output and monsoon. During
auspicious religious events like Diwali/Dhanteras in October and November, and Akshaya Tritiya in April and
May, demand for gold and silver jewellery increases.
Increase in Income and Savings Levels:
Rising income is the most powerful long-term driver of Indian gold demand because the economy is complimented
by a high demographic dividend. The middle-income group in India has the highest level of gold consumption.
The wealthy consume the most per capita, but the middle class consumes the most total volume.
Although there is a growing propensity to consume gold as income rises, the proportion of gold in one's portfolio
does not rise at the same rate. A fall in household savings rates, availability of different investment avenues, and
agricultural earnings could constrain the Indian demand.
Preference for Branded Jewellery:
In the competitive Indian market, branded jewellery has found a significant place. The most significant aspect of
branded jewellery, however, is the perception of its excellence because a brand is synonymous with quality.
Furthermore, customers are more knowledgeable. As a result, shopping has moved to a new level, not only in
terms of perspective but also in terms of method. Besides, with the rise of supermarket culture, sales and marketing
of gems and jewellery have changed significantly. Today's youth have more discretionary income and are ready
to spend on their preferred indulgences. Branded jewellery has a higher level of satisfaction among people than
non-branded jewellery due to its prestige value, trusted quality and pricing transparency, thus making branded
jewellery more popular.
Urbanization:
143Urbanization has resulted in the influx of migrants in metros, cities, and towns as a result of economic
opportunities. As a result, migrant consumers' relationships with their family jewellers are not as strong as before.
They turn to trusted brands that can provide authenticity, purity, and innovative designs.
Increasing Number of Working Women
The labour force participation rate (LFPR) is the proportion of individuals who are actively engaged in the labour
force relative to the total population. The female LFPR has been on a steady upward trajectory since 2017-18 with
significant structural shifts. Older women with lower education levels are leaving the workforce, while younger
women with higher educational attainment are entering it, leading to a rise in the number of women in salaried
positions and a decline in informal wage work. The proportion of women working in agriculture is decreasing,
with more women moving into the services sector. This overall increase in female participation is largely driven
by rural women joining the workforce, supported by government initiatives aimed at women's empowerment
through education, skill development, entrepreneurship, and workplace safety. These policies have particularly
benefited women from upper expenditure classes, who have seen a more significant rise in labour force
participation, largely due to an increase in self-employment.
Between 2017-18 and 2019-20, the growth in women's participation was marked by an increase in helpers in
household enterprises, but from 2019-20 to 2022-23, the rise was mainly due to more women becoming own-
account workers. This shift is partly attributed to the return of male migrants during the pandemic, which led
women to take up own-farm or other non-farm activities to support household income. This trend of increasing
self-employment among women spans various sectors, including agriculture, manufacturing, and services,
reflecting a broader shift in the labour market dynamics for women. For 2022-23, the female LFPR was 37%,
underscoring the increasing participation of women in the workforce. The increase in female LFPR from 37% in
2022-23 to 41.7% in 2023-24 can also be attributed to the increase in self-employment among women.
Chart 11: Women Labor Force participation rates
50.0%
45.0% 41.7%
40.0% 37.0%
35.0% 32.5% 32.8%
30.0%
30.0%
24.5%
23.3%
25.0%
20.0%
2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24
15 years and above
Note: 2023-24 refers to the period July 2023-June 2024 and likewise for previous years; LFPR is for usual status
Source: PLFS
Additional Demand Drivers for Organised Jewellery Retail
Transparency in Pricing and Product Quality:
Indian jewellery buyers are becoming more brand-conscious. They are exposed to a wide range of worldwide and
national premium brands. They expect their jewellers to be transparent and jewellery to be of high quality. They
want to grasp the pricing approach (prices of materials such as gold and silver, as well as jewellery making
charges) and be confident about the end product's quality, which can only be handled by organised shops. The
144organised player establishes transparency by adhering to the highest quality standards for jewellery and including
price transparency in their offerings.
Retail Store Experience:
Today, organised jewellery retailing entails ready-made jewellery, a broad product range with a variety of designs
and options, and a great showroom experience that meets the changing expectations of customers. Jewellery is an
asset that may be owned for a lifetime and can be used as an investment. As a result, customers increasingly expect
after-sales services such as product buyback at fair market value, billing transparency, and product customisation,
among other things. Such expectations involve the provision of services in addition to product selling, and
organised players are better positioned to meet these needs. In addition, organised jewellers provide ready-to-wear
items, thereby reducing customer waiting time.
Exposure to Gold-Savings Schemes:
The emerging gold investment avenue in India at present is a monthly investment scheme run by organised
jewellers. This works as a monthly gold-saving scheme where consumers deposit a specific amount of money
with the jeweller for 11 months, with the jeweller then paying the consumer one-month equivalent of their deposit
as interest. At the end of the year, the consumer chooses to buy gold jewellery or minted products with
accumulated savings and interest. Some schemes provide the benefit of lower making charges also. One of the
major benefits of this scheme is that the consumer gets to make the payment in instalments over time instead of
lumpsum payment during the purchase.
3.3 Key Challenges for Jewellery Industry in India
Shortage of Skilled Labor:
One of the key challenges to scaling up operations in the jewellery industry is the scarcity of skilled labour. To
have access to a large talent pool, the supply of craftsmen/artisans that come through generations must be
supplemented by new talents who have been professionally taught. Moreover, the industry's on-the-job training
strategy results in lengthier training times and gaps in the availability of skilled labour and standardization,
particularly in the fragmented sector. This is compounded by infrastructural deficiencies, a lower need for
institution-trained personnel in the fragmented sector, and the industry's limited appeal to the younger generation
of workers.
Short-Lived Fashion and Design Preferences:
Exporters do not have enough design development centres or the resources to constantly innovate new designs to
keep up with the changing trends among international purchasers. In an era of high diamond, gold, and silver
prices, global marketing necessitates changing fashion in the gems and jewellery segment. According to the
market demand, manufacturers can produce specific types of gems and jewellery products. However, as a result
of the changing trend, demand for certain types of products begins to decline and eventually ceases. The
manufacturer's money is blocked in the older designs and this results in an inventory pile-up.
Dependency on Imports for Raw Materials:
The availability of raw materials is crucial to the gems and jewellery business. In India, a large percentage of raw
materials are imported, as the domestic supply is limited. The raw material is converted into finished goods that
are sold in the domestic and international markets.
India is a net importer of raw gold and meets over 90% of its gold requirement through imports. The total gold
imported (in value terms) by India was Rs. 3,773 billion in FY24 showing and 35% increase y-o-y. Gold in India
is majorly imported from Switzerland, the United Arab Emirates, South Africa, Peru and Australia, among other
145countries. Raw pearls, precious and semi-precious stones, and other items are imported from UAE, Hong Kong,
USA, Belgium and Russia.
Rough diamonds account for more than half of all G&J imports (57%). The total rough diamond imports in FY24
stood at Rs 1180.42 billion in value terms and 1246.17 lakh carats in volume terms. India imports rough diamonds
primarily from the United Arab Emirates which accounts for 60% for FY24.
Impact of Global Slowdown
The United States, the UAE, Hong Kong, Belgium and Israel are key export destinations for the Indian G&J
industry. The United States accounted for about 30% of total exports of gems and jewellery in FY24. Persistent
high inflation rates and slowdown in these economies will have an adverse impact on the gems and jewellery
exports from India.
3.4 Indian Jewellery Market by Product Type
There are multiple products in gold jewellery such as bangles, chains, necklaces, rings, earrings, pendants, and
others.
Collar Necklaces , Kundan Necklaces ,
Necklace
Polki Necklace , Rani Haar, Mangalsutra
Earrings Bell-Shaped Earrings , Dangles , Hoops, Studs
Bangles Bracelets Kada, Kundan, Cuffs, Filgree, Nagapadam Vala
Chains Classic Rollo, Cable Corvette , Modern Omega , Box
Rings Diamond Studded Gold Rings, Gender - neutral Rings, Vintage Nostalgia
3.5 Indian Jewellery Market Breakup by Region
Weddings and festivals are the two main occasions for buying jewellery in India. The Indian jewellery market can
be segmented by region into North, South, East, and West. The South region leads the market, followed by the
West.
Southern India is notable for its significant consumption of gold and diamond jewellery, whereas Western India
is renowned for its export of cut and polished diamonds. The South's dominant position in the Indian Gems and
Jewelry Market stems from its rich historical heritage, skilled craftsmanship, cultural importance, and vibrant
jewellery industry. In contrast, Western India favours a mix of traditional and modern styles and has a strong
market for high-end and designer pieces.
North India tends to prefer traditional designs, especially gold jewellery and heavy pieces for weddings and
festivals. Meanwhile, East India is characterized by a preference for traditional and distinctive designs, focusing
on both gold and silver jewellery. South India accounts for 41% of the total jewellery demand followed by West
& Central India with 24.6%, North India with 19.1% and East India with 15.2%.
Chart 12: Indian Jewellery Market Break-up by Region (% Share) in CY23
14615.2%
41.1%
19.1%
24.6%
South India West & Central India North India East India
Source: IMARC Group, CareEdge Research
Rural and semi-urban regions contribute about 60% of the gold jewellery consumption while urban areas account
for 40%. The share of rural and semi-urban regions is higher on account of the larger share of the population
residing in these regions. Further, jewellery is a primary form of investment in these areas and is preferred over
conventional investments through banks due to limited literacy, banking networks etc.
3.6 Trends in Imports and Exports of Gems and Jewellery in India
3.6.1 Overview
The gems and jewellery sector are a key contributor to India’s total exports. G&J accounted for about 7% (Rs.
2.65 trillion) of India’s total exports in FY24. G&J imports accounted for a comparatively smaller share of about
3% (Rs. 1.84 trillion) of total imports by the country in the same fiscal.
Chart 13: Yearly Import Export Trends - Overall Gems and Jewellery
4
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FY19 FY20 FY21 FY22 FY23 FY24 Q1FY24 Q1FY25
Imports (Rs. in trillion) 1.80 1.70 1.20 1.90 2.10 1.84 0.43 0.45
Exports (Rs. in trillion) 2.70 2.50 1.90 2.90 3.00 2.65 0.61 0.57
Imports (Rs. in trillion) Exports (Rs. in trillion)
Source: Gems & Jewellery Export Promotion Council (GJEPC)
Growing Government Focus toward Export Promotion
147The Government of India, along with all the stakeholders of the G&J sector, are well committed to aggressively
promoting exports, identifying challenges and addressing them with necessary interventions, assisting exporters,
especially SME units and exploring new markets while consolidating existing ones. With strong growth prospects,
the government of India has also declared the G&J sector as one of the focus areas for export promotion.
With such continuous government support, the superior quality of Indian manufacturers has enabled the Indian
gems & jewellery trade market to penetrate markets like the USA, UAE, Hong Kong, Israel, Switzerland and
Belgium. The USA market is the largest destination for Indian gems and jewellery exports, accounting for a 30%
share of the India’s exports in FY24.
Chart 14: Country-wise Export Share in FY24 - Overall Indian Gems and Jewellery
2.2% 11.8%
2.1%
United States Of America
30.4%
Hongkong
6.1%
Middle East
Belgium
Switzerland
Israel
26.5%
Other countries
20.9%
Source: Gems & Jewellery Export Promotion Council (GJEPC)
In July 2020, Washington ended Hong Kong's preferential trade protection by raising the import duty on gems
and jewellery to 7.5% from 3.3. Further, the levy of additional tariffs on Chinese jewellery being exported to the
USA has made Indian exporters more competitive. These factors benefitted India and helped it increase its
penetration in the US export market. China and Hong Kong are respectively the fourth- and fifth-largest suppliers
of gems and jewellery to the US after India, France, and Italy.
3.6.2 Product-Segment Wise Import and Export Trend
The international trade of G&J includes several product segments, such as cut and polished diamonds, gold
jewellery and medallions, rough diamonds, gemstones, pearls, synthetic stones, and fashion jewellery. Of these,
exports of cut and polished diamonds accounted for 50% of the total G&J exports, while gold jewellery (plain and
studded) accounted for 35% in FY24. The rest 15% consists of coloured gemstones, gold medallions & coins
In Q1FY25, the exports of cut and polished diamonds accounted for 53% while gold jewellery (plain and studded)
accounted for 32% of the total G&J exports. Rough diamonds held the majority of the share of about 64% and
63% in G&J imports during FY24 and Q1FY25, respectively, as it is a highly import-oriented segment.
Cut and Polished Diamonds:
India is the world's largest diamond-cutting and polishing centre. The country is regarded as the world jewellery
market's hub due to its low costs and steady availability of high-skilled labor.
Rough Diamonds:
148India is large importer of rough diamonds due to a huge diamond processing industry. The rough diamonds, once
processed into cut and polished diamonds, are either exported or consumed domestically in jewellery. In FY24,
rough diamond imports stood at Rs. 1,180.4 billion and contributed with 64% share in total G&J imports. In
Q1FY25, the import of rough diamonds declined by 14.1% y-o-y to Rs 282.9 billion.
Gold Jewellery:
The gold jewellery market holds the second-largest share in G&J exports after the cut and polished diamonds
segment. Gold jewellery accounted for 25% and 35% of total exports of G&J in FY23 and 10FY24, respectively.
Table 2: Exports of Gold Jewellery
Gold Jewellery (Rs. in billion) Exports Y-o-Y growth
FY20 852.3 2.4%
FY21 371.1 -56.5%
FY22 687.8 -19.3%
FY23 765.9 11.4%
FY24 923.5 20.6%
Q1FY24 162.9
Q1FY25 185.5 13.9%
Note: *compared with pre-pandemic year FY20
Source: Gems & Jewellery Export Promotion Council (GJEPC), CareEdge Research
In FY24 gold jewellery exports increased by 20.6% y-o-y. The commissioning of the India-United Arab Emirates
Comprehensive Economic Partnership Agreement (CEPA) resulted in significant growth in exports of plain gold
jewellery balancing the gap in exports to key markets such as the United States of America and Hong Kong. The
gold jewellery exports grew by 13.9% y-o-y in Q1FY25 as compared to Q1FY24.
Imports of Raw Gold:
After China, India is the world's second-largest gold consumer. India imports unwrought gold in the form of bars,
gold plated with platinum or in semi-manufactured forms, and gold powder. Imports are mostly used to meet the
demand of the domestic jewellery business. The demand for gold is expected to register a further increase on
account of the festive and marriage seasons.
Table 3: Imports of Raw Gold
Gold Imports Gold Imports
Year Y-o-Y Growth (%) Y-o-Y Growth (%)
(Rs. In Billion) ( In Kgs)
FY20 1,992.4 -13.2% 7,19,930 -26.7%
FY21 2,542.8 27.6% 6,51,240 -9.5%
FY22 3,440.9 35.3% 8,79,010 35.0%
FY23 2,804.8 -18.5% 6,78,300 -22.8%
FY24 3,772.5 34.5% 7,95,240 17.2%
Source: CMIE, CareEdge Research
The import duty on gold and silver findings and coins of precious metals had increased to 15% from 10% from
January 2024. This includes Basic Custom Duty (BCD) of 10% and 5% of AIDC (Agriculture Infrastructure
Development Cess). Findings are items like hooks, clips, pins, screws, etc., which are components of jewellery
making.
149.
4 Gold Jewellery Wholesale Market in India
4.1 Indian Gold Jewellery Wholesale Market Size
India has one of the world's largest wholesale markets for gold jewelry. This market growth is driven by deep
cultural significance and high consumer demand. It is made up of many small- and medium-sized enterprises
(SMEs) as well as large players, and key hubs include Mumbai, Surat, and Chennai. These hubs are where
goldsmiths and wholesalers operate extensive networks of artisans and retailers.
The growth of the wholesale gold jewelry market is closely tied to the expansion of retail jewelers across India.
As organized retail continues to spread into tier 2 and 3 cities, particularly with the rise of branded jewelry stores,
there is a growing demand for wholesalers to supply these outlets. Rapid urbanization and increasing disposable
incomes further contribute to the wholesale market's growth, as the demand for gold jewelry increases in both
traditional and contemporary designs. Additionally, wholesalers benefit from supplying customized and bulk
orders to retailers, leveraging economies of scale to offer competitive pricing. However, there are challenges, such
as fluctuating gold prices, regulatory changes, and a shift in consumer preference towards lighter and more
contemporary designs.
Digitalization and e-commerce are changing the wholesale market, making prices more transparent and increasing
its reach. Moreover, demand for traditional, handcrafted gold jewelry increases during festivals and weddings,
further driving the market.
Chart 15: Indian Gold Jewellery Wholesale Market Size, CY2020–29P
4,500 4,252
3,928
4,000 3,631
3,358
3,500 3,109
2,880
n 3,000 2,576
o
illiB 2,500
2,030
n 2,000
I
.s
R 1,500 1,217
1,536
1,000
500
0
CY20 CY21 CY22 CY23 CY24P CY25P CY26P CY27P CY28P CY29P
Source: IMARC Group, CareEdge Research Analysis
In CY23, wholesale gold jewellery market reached a value of Rs. 2,576 billion in CY23, representing a CAGR of
28.4% from CY20 to CY23. The strong domestic demand is one of the main factors propelling the wholesale gold
jewelry market’s growth in India. Gold jewellery holds great cultural and traditional value in Indian society, which
guarantees a consistent demand for it throughout the country. Wholesalers supply the large demand for gold
jewelry during festivals, weddings, and other important occasions, which is met by retailers and local jewelers.
The wholesale industry growth is driven by the constant need to restock inventory to meet consumer demand.
India is a prominent global exporter of gold jewelry. The wholesale sector is greatly boosted by the demand for
Indian gold jewellery in foreign markets. The demand for both traditional and modern Indian gold jewellery is
significant in nations like the United States, United Arab Emirates, and the United Kingdom, where there is a
sizable Indian diaspora. The strong export demand continues to provide growth opportunities for the wholesale
sector, especially as Indian jewelry gains more prominence globally.
Looking forward, the market in this segment is expected to reach a value of Rs. 4,252 billion by CY29, exhibiting
a CAGR of 8.1% from CY24 to CY29. Economies of scale help wholesale operations and are a major driving
force in this market. Wholesalers can lower their overall cost per unit by negotiating better pricing with suppliers
when they buy gold in bulk. Wholesalers benefit from negotiating lower making charges when buying in bulk,
150allowing them to reduce the overall cost of production. This cost-efficiency enables wholesalers to offer
competitive prices to retailers and jewelers, encouraging larger purchases. By providing affordable solutions
through reduced making charges, wholesalers play a crucial role in sustaining the growth of the wholesale gold
jewelry market, even in a price-sensitive environment.
To satisfy the various tastes of retailers and final customers, wholesalers provide a wide variety of gold jewelry
designs and styles. This wide assortment of products includes bridal, everyday wear, modern, and traditional
jewelry. Retailers seeking to stock a variety of collections to satisfy their customers' likes and preferences are
drawn to the possibility to offer a large selection of patterns in quantity. The diverse product range offered by
wholesalers is a key driver of the market.
4.2 India Wholesale Gold Jewellery Market by Manufacturers
India's wholesale gold jewelry market is split between organized and unorganized sectors. The unorganized sector
dominates, comprising numerous small manufacturers and artisans across regions like Mumbai, Jaipur, and
Kolkata. These players often rely on traditional methods, producing intricate, handcrafted jewelry that caters to
regional preferences. They have deep-rooted networks with local retailers, but face challenges such as limited
access to capital and exposure to price volatility.
In contrast, the organized sector, though smaller, is growing rapidly, led by established brands like Kalyan
Jewellers, Malabar Gold & Diamonds and Joyalukkas, and Titan’s Tanishq. Market formalisation, driven by
factors such as compulsory hallmarking, GST compliance, and consumer demand for transparency, has adversely
impacted unorganized retailers, leading to market consolidation. Key players in the organized sector have seized
this opportunity by expanding their retail footprints both domestically and internationally. For instance, from
FY22 to FY24, Titan opened approximately 350 new retail stores, Senco Gold added 32 stores, and Kalyan
Jewellers established 93 new outlets. As a result, the penetration of organized jewellery retailers has significantly
improved between CY20 and CY23. Looking ahead, leading brands are poised to solidify their dominance further.
They plan to add an estimated 400-440 new retail outlets across domestic and global markets in the near to mid
term. Initiatives like hallmarking, GST compliance, and traceability have adversely impacted unorganized
retailers, driving market consolidation.
Chart 16: India: Wholesale Gold Jewellery Market: Breakup by Manufacturing Type (in %), CY23
10.9%
89.1%
Organized Manufacturer Unorganized Manufacturer
Source: IMARC Group, CareEdge Research
In CY23, Unorganized manufacturers represented the largest manufacturing type in India, accounting for a share
of 89.1% of the total market. Unorganized manufacturers were followed by organized manufacturers (10.9%).
151Organized Manufacturers
The organized wholesale gold jewelry market in India is dominated by large players, such as organized jewelry
chains, branded jewelry manufacturers, and distributors. These entities often have multiple outlets across major
cities and leverage economies of scale in procurement, manufacturing, and distribution.
Chart 17: India: Wholesale Gold Jewellery Market (Organized Manufacturers): Sales Value (in Rs.
Billion), CY2020–29P
600
489
500
448
n o 410
illiB
400
345
376
n 317
I
.s
R 300
281
215
200 157
121
100
0
CY20 CY21 CY22 CY23 CY24P CY25P CY26P CY27P CY28P CY29P
Source: IMARC Group, CareEdge Research Analysis
In CY23, organized manufacturers accounted for a share of 10.9% in the wholesale gold jewellery market, in
India. The market reached a value of Rs. 281 billion in CY23, growing at a CAGR of 32.5% from CY20 to CY23.
This is primarily driven by the shift from the unorganized to the organized sector. This shift can be attributed to
several structural factors rather than just organic demand growth. One of the key reasons for this transformation
is the implementation of the Goods and Services Tax (GST), which has brought greater transparency and
accountability to the industry. Additionally, organized players benefit from economies of scale and better financial
backing, allowing them to offer competitive pricing and a wider range of designs. There is a clear trend among
Indian consumers toward favoring branded and certified jewelry. Organized wholesale markets are responding to
this demand by providing a diverse array of branded products that prioritize quality, craftsmanship, and innovative
design.
Looking forward, the market in this segment is expected to reach a value of Rs. 489 billion by CY29, representing
a CAGR of 9.0% from CY24 to CY29. Global trends in jewelry fashion and design have a notable influence on
the preferences of Indian consumers. Organized wholesale gold jewelers frequently integrate international styles
and trends into their product offerings to attract fashion-conscious buyers. Traditional occasions, such as weddings
and festivals, contribute significantly to the demand for jewelry in India. Organized wholesale gold jewellery
markets capitalize on these peak seasons by providing enticing discounts, promotions, and specialized collections
tailored to festive themes.
Organized wholesale gold jewelers are prioritizing innovation in design, marketing strategies, and customer
experience to stand out in a competitive market. This involves collaborations with designers, the introduction of
new collections, and digital marketing initiatives, all aimed at driving growth in the wholesale gold jewellery
market during the forecast period.
Unorganized Manufacturers
The unorganized wholesale gold jewellery market in India plays a significant role, especially in rural areas and
smaller towns. This market is characterized by local artisans, small-scale jewellers, and traditional business
practices, often lacking formal documentation and standardization. It offers a wide variety of designs and
customization at competitive prices, catering to diverse consumer preferences. However, challenges include
inconsistent quality, lack of transparency, and limited access to modern technology. Despite government efforts
to formalize the sector, the unorganized market remains a vital part of India's gold jewellery industry.
152Chart 183: India: Wholesale Gold Jewellery Market (Unorganized Manufacturers): Sales Value (in Rs.
Billion), CY2020–29P
4,000 3,764
3,480
3,500 3,220
2,982
n o 3,000 2,763
illiB 2,563
n
2,500 2,295
I
.s
R 2,000 1,815
1,378
1,500
1,096
1,000
500
0
CY20 CY21 CY22 CY23 CY24P CY25P CY26P CY27P CY28P CY29P
Source: IMARC Group, CareEdge Research Analysis
In CY23, unorganized manufacturers accounted for a share of 89.1% of the Wholesale Gold Jewellery Market, in
India. The market reached a value of Rs. 2,295.1 billion in CY23, growing at a CAGR of 27.9% during CY20–
CY23.
A significant driver of this growth is consumer price sensitivity. The unorganized sector often offers jewelry at
lower prices than organized retailers, which is partly due to their ability to sell without issuing tax bills. This
pricing advantage broadens access, particularly in rural and semi-urban areas. Additionally, the unorganized sector
excels in customization, providing flexibility in jewelry designs. Customers frequently seek personalized pieces
tailored to their preferences, including design, metal choice, gemstones, and budget considerations.
Small-scale jewelers in the unorganized sector excel in catering to local market preferences and personalized
customer needs, addressing niche demands often overlooked by larger retailers. Many consumers prefer these
local jewelers for their trusted relationships and personalized service, which often surpass the advantages offered
by larger, more impersonal stores.
Looking forward, the market in this segment is expected to reach a value of Rs. 3,764 billion by CY29,
representing a CAGR of 8.0% from CY24 to CY29. In the unorganized sector, jewelers often provide informal
credit facilities and flexible payment options, which are attractive for substantial purchases like wedding jewelry.
This sector's widespread physical presence, especially in smaller towns and rural areas where organized retail
chains are less common, is expected to fuel market expansion.
Different regions in India have distinct jewelry preferences in styles, designs, and materials. The unorganized
wholesale gold jewellery market specializes in offering customized products that cater to these regional
preferences. The sector's adoption of technology, such as digital payment systems and online platforms, enhances
accessibility and expands market reach beyond traditional retail channels, facilitating convenient transactions and
increasing customer interaction.
1534.3 SWOT Analysis of Organized Jewellers in India
Strengths Weaknesses
• Brand Recognition: Established brands like Tanishq, • High Operational Costs: Organized players often
Kalyan Jewellers, and Malabar Gold & Diamonds face higher operational and compliance costs,
enjoy strong brand loyalty and trust among leading to higher prices compared to unorganized
consumers. players.
• Quality Assurance: Organized jewellers offer • Limited Reach in Rural Areas: Despite a strong urban
certified products, ensuring purity and quality, which presence, the reach in rural areas remains limited,
builds customer confidence. where unorganized players dominate.
• Wide Distribution Network: Extensive retail • Dependency on Gold Prices: Fluctuations in gold
presence across urban and semi-urban areas, with a prices can directly impact sales, as higher prices may
growing online presence, ensures accessibility to a deter cost-sensitive customers.
broad customer base. • Regulatory Compliance: The need to adhere to
• Innovation and Design: Focus on contemporary stringent government regulations and taxation can
designs and innovation helps in catering to diverse limit flexibility and increase operational complexity.
customer preferences, including younger
demographics.
Opportunities Threats
• Growing Middle-Class Affluence: Increasing • Competition from Unorganized Sector: The
disposable incomes and changing consumer unorganized sector's ability to offer lower prices due
preferences provide opportunities for growth in both to minimal overheads remains a significant threat.
traditional and contemporary gold jewellery. • Economic Downturns: Economic slowdowns or
• Digital Transformation: Expanding online sales recessions can reduce discretionary spending on
channels can tap into the growing e-commerce luxury items like gold jewellery.
market and reach tech-savvy customers. • Regulatory Changes: Any adverse changes in
• Rising Demand for Branded Jewellery: As taxation, import duties, or government policies
consumers become more quality-conscious, there is related to the jewellery sector can impact
a growing demand for branded and certified profitability.
jewellery. Also, shift from unorganized to organized • Price Volatility: Gold price volatility, driven by
sector is creating the opportunities. global economic factors, can influence consumer
• Expansion in Tier 2 and 3 Cities: Organized players buying behavior and market stability.
can capitalize on the growing affluence and demand
in smaller cities and towns by expanding their
presence.
4.4 Indian Wholesale Gold Jewellery Market Breakup by Wearing
The Indian wholesale jewellery market is segmented based on the type of wear, which includes bridal wear,
occasional wear, and daily wear.
154Chart 19: Indian Wholesale Gold Jewellery Market Breakup by Wearing (in %), CY23
10.6%
34.2% 55.2%
Bridal Wear Occasional Wear Daily Wear
Source: IMARC Group, CareEdge Research Analysis
• Bridal Wear
The Indian bridal jewellery market is a dominant segment, driven by cultural traditions and the significance of
weddings. Bridal jewellery typically features heavy, ornate designs using gold, diamonds, Kundan, and Polki.
This segment sees the highest demand in regions like North and South India, particularly during the wedding
season. In CY23, the distribution of wedding expenditures in India highlights the significant allocation of funds
across various categories. Jewellery holds a vital place in Indian weddings, with 23–25% of expenditures
dedicated to it, reflecting its deep cultural and symbolic significance. Key trends include an increase in destination
weddings and a preference for heritage designs, which continues to make bridal jewellery a crucial part of the
wholesale jewellery market in India.
• Occasional Wear
The occasional wear segment in the Indian jewellery market caters to festivals, family functions, and special
events. This segment is characterized by demand for semi-precious stones, contemporary designs, and versatile
pieces that balance tradition with modern aesthetics. Cities like Mumbai, Delhi, and Bangalore drive significant
sales during festive seasons, particularly Diwali. The market is evolving with younger consumers preferring
lightweight and affordable options, making occasional wear a growing area in the wholesale jewellery sector.
• Daily Wear
Daily wear jewellery in India is gaining traction, particularly in urban and semi-urban areas. This segment focuses
on minimalistic, lightweight, and durable designs suitable for everyday use, such as simple gold chains, rings, and
earrings. With the rise of working professionals, there is a steady demand for affordable yet stylish pieces. Regions
like Maharashtra, Gujarat, and West Bengal show consistent demand due to their large urban populations and high
concentration of working professionals. Maharashtra, particularly Mumbai, is a major economic hub with a
diverse workforce. Gujarat, with its thriving business community and growing urbanization, has a significant
market for daily wear jewellery. West Bengal, especially Kolkata, has a rich cultural heritage and a substantial
population that contributes to the steady demand for daily wear pieces. Though smaller than bridal or occasional
wear, the daily wear segment is a growing component of the wholesale jewellery market.
1554.5 Indian Wholesale Gold Jewellery Market Breakup by Product Type
The Indian wholesale jewellery market is segmented based on product type, which includes neckwear, rings,
earrings, chains, and bangles/bracelets.
Chart 20: Indian Wholesale Gold Jewellery Market Breakup by Product Type (in %), CY23
5.9%
5.2%
11.7% 33.2%
18.2%
25.8%
Bangles Chains Neckwear Rings Earrings Others
Source: IMARC Group, CareEdge Research Analysis
4.6 Outlook of the Gold Jewellery Wholesale Market in India
The Indian gold jewellery wholesale market is poised for steady growth, driven by robust demand across various
segments. Bridal jewellery remains a significant contributor, bolstered by cultural traditions and the rising trend
of lavish weddings. Additionally, increasing urbanization and rising disposable incomes are fueling demand for
occasional and daily wear gold jewellery. The market is also witnessing a shift towards lightweight and
contemporary designs, catering to younger consumers seeking both style and affordability.
However, challenges, such as fluctuating gold prices and stringent government regulations on gold imports, may
impact market dynamics. Despite these challenges, the long-term outlook remains positive, with innovations in
design and growing consumer preference for certified and branded gold jewellery expected to drive growth. The
adoption of digital platforms for wholesale transactions is further enhancing market accessibility, positioning the
Indian gold jewellery wholesale market for continued expansion.
Recent Trends in Jewellery market in India
• Rise of Minimalistic Designs: Minimalistic jewellery designs are gaining popularity, especially among younger
consumers. These designs emphasize simplicity and elegance, often featuring lightweight gold and diamond
pieces. The trend is driven by changing fashion preferences and the desire for jewellery that complements
everyday wear.
• Digital and Omni-channel Strategies: The jewellery market is increasingly integrating digital strategies, with
retailers adopting omni-channel approaches to enhance customer experience. Online platforms are not just for
sales but also for virtual try-ons, consultations, and customizations. The adoption of AI and AR tools in the online
space has further enhanced consumer engagement.
• Expansion of the Wholesale Gold Jewellery Market: The wholesale gold jewellery market is experiencing a
shift towards organized trade. Wholesalers are adopting technology to streamline operations, improve inventory
management, and enhance transparency. There is also a growing trend of direct sourcing from mines and
refineries, reducing dependency on intermediaries.
156• Increased Demand for Pre-Owned and Vintage Jewellery: Owned and vintage jewellery is becoming
increasingly popular, driven by a growing interest in sustainable fashion and unique, heritage pieces. Retailers
and wholesalers alike are tapping into this trend by offering refurbished and certified pre-owned jewellery, often
at more affordable prices.
• Influence of Global Design Trends: Global design trends are influencing Indian jewellery preferences. There
is a noticeable increase in demand for jewellery styles inspired by international fashion, such as Italian or Middle
Eastern designs. This trend is particularly strong in metro cities, where consumers are more exposed to global
fashion trends.
• Focus on Customization in Wholesale Gold Jewellery: In the wholesale gold jewellery market, there is a
rising demand for customization. Wholesalers are increasingly offering bespoke designs to cater to the specific
needs of retailers, who in turn provide personalized pieces to end consumers. This trend is helping wholesalers
differentiate themselves in a competitive market.
• Hallmarking and Certification: With the mandatory hallmarking of gold jewellery introduced in January 2021,
there has been an increased focus on certified products in the wholesale market. Wholesalers are now more
inclined to deal with hallmarked gold, ensuring quality and authenticity, which has boosted consumer confidence
and led to greater demand for certified products.
Outlook on the Organized and Unorganized Segments
• Organized Segment
The organized jewellery segment in India is on a strong growth trajectory. Driven by increased consumer
awareness about quality and certification, this segment is rapidly gaining market share. The implementation of
government regulations, such as mandatory hallmarking of gold jewellery and the Goods and Services Tax (GST),
has provided an additional boost to organized players, who are better equipped to meet these requirements. Major
brands like Tanishq, Kalyan Jewellers, and Malabar Gold & Diamonds are expanding aggressively, particularly
in tier II and III cities, to tap into the growing demand for branded, certified jewellery.
Furthermore, the adoption of digital platforms, omni-channel retail strategies, and personalized customer
experiences are enhancing the appeal of organized players.
• Unorganized Segment
The unorganized segment will continue to dominate the market due to deep-rooted cultural ties, strong customer
relationships, and the trust placed in local jewellers. However, increasing competition from organized players,
rising consumer preference for branded products, and government regulations aimed at formalizing the sector are
driving gradual shifts. The implementation of hallmarking standards and GST has begun to erode the cost
advantage traditionally enjoyed by unorganized jewellers. Yet, their flexibility in pricing, extensive product
variety, and strong presence in rural areas will allow them to retain a significant share. Local jewellers often offer
flexible payment options, such as allowing delivery first with payment in installments, which enhances their
appeal.
The segment's future will hinge on its ability to adapt to evolving consumer expectations and regulatory changes
while maintaining its traditional strengths.
5 Regulatory Process and framework for the Gems & Jewellery Industry in India
5.1 FDI Norms
The gems & jewellery industry is the second-largest Foreign Exchange Earner (FEE) in the Indian economy. India
is known as the hub of global jewellery due to its low costs, availability of skilled labor, and other benefits like
policy support etc. Various government policies support the industry. Currently, 100% Foreign Direct Investment
(FDI) is permitted in the sector under the automatic route.
This sector has become a focus area for promoting exports. The government has taken various initiatives for
investment promotion and technology upgradation. The country is looking forward to building a ‘Brand India’ in
the global market because of its growth prospects.
157The Government of India’s decision to bring FDI into the retail market expedited the growth in the organized
jewellery sector. This facilitated substantial job opportunities in various departments like logistics, repackaging
centres, distribution channels, housekeeping, security, etc. FDI has been one of the key drivers in uplifting the
jewellery sector and contributing towards the overall development of the economy.
5.2 Goods & Services Tax (GST)
Prior to the introduction of the GST regime, gold attracted a 2% tax, consisting service tax and a value-added tax
(VAT) of 1% each. The tax rate levied on gold sales increased from 2% to 3% due to the introduction of GST and
had a critical impact on the jewellery industry. An additional 5% GST is applicable on the making charges of gold
jewellery in India. GST of 1.5% is levied on cut and polished diamonds. Implementation of GST benefited
interstate business transactions as different states operated varying tax structures before the GST, which subsumed
into a single tax rate post-GST rollout. It has also simplified the purchase of bullion. Further, the implementation
of GST has improved transparency and accountability, especially in the organized sector.
5.3 Gold Imports by the RBI
Given that gold is thought to be a reliable inflation safeguard and that global inflation is on the rise, central banks
have become a major source of gold demand. The RBI purchases gold frequently for its reserves with the objective
of diversifying the assets under which the country’s foreign exchange reserves are held. This is used as a safe
investment tool against inflation and brings stability to the overall reserves of the central bank during that
inflationary period. Gold is usually bought in the form of gold bars. RBI’s gold reserves stood at 822.1 metric
tonnes as of March 2024.
5.4 Latest Budget Provisions for the Gems and Jewellery Industry in India
The 2024–25 Union Budget introduced several reforms to streamline the gold market, promoting transparency
and growth in the industry. Key measures include:
▪ Reduction in import duty on gold and gold doré:
A notable cut of 9% in the import duty on gold and gold doré has been introduced. Total customs duty on gold
was reduced from 15% to 6%, while the duty on gold doré was slashed from 14.35% to 5.35%. This marks the
sharpest duty reduction since 2013, and duties had remained above 10% for over a decade. These changes are
effective from 24 July 2024.
Chart 21: Significant Cuts in Customs Duty on Gold
16.0% 15.0%
d
lo 14.0% 12.9%
g
n
o
y
12.0%
10.8%
t
u 10.0%
d
s 10.0%
m
o 8.0%
t s 8.0%
u
c
f
6.0% 6.0%
o 6.0%
%
4.0%
4.0%
2.0%
2.0%
0.0%
16-Jan-12 16-Mar-12 21-Jan-13 05-Jun-13 13-Aug-13 06-Jul-19 02-Feb-21 01-Jul-21 24-July'-24
Source: Ministry of Finance, World Gold Council, CareEdge Research Analysis
158▪ Changes in taxation on long-term capital gains for gold:
The holding period for long-term capital gains taxation on gold has been shortened from 36 months to 24 months.
Additionally, the rate for long-term capital gains tax has been reduced from 20% with indexation to 12.5% without
indexation. This change is applicable from 23 July 2024, providing significant tax relief for gold investors.
▪ Recategorisation of gold ETFs and mutual funds:
Gold ETFs and gold mutual funds will no longer be classified under “Specified Mutual Funds.” The holding
period for long-term capital gains on these assets has been reduced to 12 months for listed securities and 24 months
for unlisted securities. Gains from listed gold ETFs or mutual funds held beyond 12 months will be taxed at 12.5%,
while unlisted ones held for over 24 months will also face a 12.5% tax rate. These changes are set to take effect
from 1 April 2026, impacting the assessment year 2026–27.
The Union Budget 2023–24, announced by the Finance Minister Mrs. Nirmala Sitharaman had some new
provisions and updates for the gems and jewellery industry. They are as follows:
▪ Reduction in customs duty on seeds used to make lab-grown diamonds
The import duty on seeds used to make lab-grown diamonds was reduced from 5% to 0% to boost domestic
manufacturing.
▪ The conversion of physical gold into digital gold will not attract capital gains tax
Basic customs duty (BCD) on gold bars was reduced to 10% from 12.5% but the Agriculture Infrastructure Cess
was increased to 5% from the 2.5%. Overall, there was no change in the tax implication on gold imports.
▪ Increase in customs duty on Articles of Precious Metals, such as gold/silver/platinum
The customs duty on the import of items made of rare metals like gold, silver, and platinum was increased from
20% to 25%.
▪ Increasing Import Duty on Gold and Silver Findings
The import duty on gold and silver findings and coins of precious metals has increased to 15% from 10%. This
includes Basic Custom Duty (BCD) of 10% and 5% of AIDC (Agriculture Infrastructure Development Cess).
Findings are items like hooks, clips, pins, screws, etc., which are components of jewellery making. Further, the
Finance Ministry has also increased the import duty on precious metals to 14.35%.
▪ Facilitation of Jewellery Exports via E-Commerce
India is the global leader in this industry and its exports were affected adversely due to COVID-19. The
government had aided to promote the export sector by accelerating the exports through e-commerce and a
simplified regulatory framework for the same was implemented by June 2022. As a result, it will increase the
international customer database in the near future which will boost the sales as the international customers will
have easy access in terms of purchase.
▪ Regulation of Online Market
In continuous efforts to boost the industry, the government will also formulate a regulation of the gems and
jewellery market in the online platform. This system will facilitate in monitoring of transactions and protection of
data in today’s digital world where there is a large space for fraudulent activities to take place. This will also help
in rural economy development and will build the confidence of the customers while following fair and transparent
trade practices.
The reforms initiated by the government will enhance the operations in the Indian market and provide a platform
to compete against other jewellery dealers at the global level.
5.5 Central Government's Gold Monetization Scheme
Gold Monetization Scheme (GMS) is a scheme, which was launched by the Central Government of India in
November 2015 to make productive use of the gold kept idle at home or stored by households and institutions of
the country in their bank lockers. Another motive behind this scheme was to reduce the country’s dependency on
159gold imports. Individuals, institutions, corporations, and temple trusts can deposit their gold for a short-, medium-
, and long-term period with RBI-designated banks under this scheme. This will help them earn interest at a rate
of interest chosen by the Central Government.
The government modified the existing Gold Deposit Scheme and Gold Metal Loan Scheme with the intention to
permit investors to earn term deposits with both interest earnings and security on their investments in gold. This
scheme has benefited them in saving costs of gold storage and also helped the government bear borrowing costs.
With the new Revamped Gold Monetization Scheme in 2021, a few more additional provisions were added to the
GMS.
Revamped Gold Deposit Scheme (R-GDS):
• • Increase of banks' participation in GMS
• • Dematerialization of Medium-Term Government Deposit (MTGD) Long Term Government Deposit (LTGD)
Certificates for tradable and mortgageable
• • Encourage jewellers as Collection and Purity Testing Centres (CPTCs)
• • Reduction of minimum deposit under R-GDS
• • Payment of interest in respect of STBD
• • Permission is given to banks to purchase standard locally refined/sourced from refineries and Gold Spot
Exchanges
• • Interbank lending of IGDS/LBMA standard Bullion
• • Development of the GMS digital platform for transparency and traceability
• • Public communications and awareness program
• • Use of MLTGD gold under GMS for bullion leasing under GML
Revamped Gold Metal Loan (R-GML):
• Repayment of Gold Metal Loan (GML) in lots of 1kg
• Repayment of the gold loan under GML using locally sourced IGDS standard bullion
• Availability of GML to all jewellers with a valid working capital credit limit
All these amendments have been implemented to strengthen the Gold Monetization Scheme. To alleviate the
financial distress caused by COVID-19 among households, small businesses, and entrepreneurs, the RBI has
provided a relaxation by increasing the permissible loan-to-value ratio (LTV ratio indicates the percentage value
of the property which can be granted to a borrower by banks) to 90% from 75% for those availing loans against
gold and jewellery for non-agricultural purposes. At present, the government is reconsidering the scheme as not
being effective and not attaining its goals. Moreover, the cost of the scheme is said to outweigh its benefits.
5.5 Training Initiatives by Government Agencies such as the Gems and Jewellery Skill Council of India
The Gems and Jewellery Skill Council of India (GJSCI) is a council body established in 2012 under the
supervision of the National Skill Development Corporation (NSDC) and is presently operating under the Ministry
of Skill Development & Entrepreneurship (MSDE). GJSCI is an institution that encourages skill development
among the workforce in the Indian gems & jewellery industry. They provide training for the processing of
diamonds, coloured gemstones, manufacturing of jewellery, and other areas such as wholesale, retail, and exports.
They also undertake initiatives to provide manufacturing setups with the latest technology and other resources for
upgrading.
Its founding organizations are as follows:
1. The Gem & Jewellery Export Promotion Council (GJEPC): GJEPC, setup by the Ministry of Commerce,
Government of India in 1966, is the apex body that drives the growth of Indian exports in the gems & jewellery
160industry. It eases interaction between the industry and the Ministry of Commerce & Industry, Ministry of Finance,
DGFT, Department of Commerce, and Department of Finance on issues related to trade. GJEPC helped Micro,
Small & Medium Enterprises (MSMEs) by providing modern machines that are affordable.
2. All India Gem and Jewellery Domestic Council (GJC): It is a national trade federation established to
promote and advance the growth in the gems & jewellery industry. It ensures fair-trade practices carried out in
the industry and manages the efficiency of businesses. GJC constitutes various divisions such as wholesalers,
retailers, allied, gold, silver, platinum, diamonds, gem stones, machinery, etc.
3. The SEEPZ Gems & Jewellery Manufacturers' Association (SGJMA): SEEPZ was founded in 1989 and
represents the gems and jewellery units in the SEEPZ SEZ region. It is established by jewellery units in SEEPZ
and resolves problems arising in export production and growth.
4. The Jewellers Association, Jaipur: It was formed for the progress and growth of the gem & jewellery trade
of Jaipur. The Association conducts shows/exhibitions as well to enable exhibitors and buyers to interact directly.
5.6 Hallmarking of Jewellery in India
Bureau of Indian Standards (BIS) introduced the hallmarking scheme under the BIS Act, Rules and Regulations
for jewellery in India in 2000 and the same was made mandatory with effect from June 2021. From July 1, 2021,
all gold jewellery products have to be hallmarked with Hallmark Unique Identification (HUID) only. The hallmark
consisted of 3 marks viz, BIS logo, purity of the article, and six-digit alphanumeric HUID. Each hallmarked article
has a unique HUID number which is traceable.
However, the old hallmarked jewellery with four marks without HUID was also permitted to be sold by the
jewellers simultaneously with the 6-digit HUID mark. The hallmark on the jewellery indicates the quality of
jewellery and it protects the interest of consumers by having quality checks on jewellery.
BIS conducts random market surveillance on accredited jewellers at set intervals. This involves collecting
hallmarked gold jewellery from a licensee's retail store or manufacturing facility and having it examined for
compliance at a BIS-accredited hallmarking centre. BIS also has an advanced online digital solution in which the
assaying and hallmarking centre is automated.
Furthermore, the hallmarking of the jewellery builds trust in the consumers as it gives them a sense of purity in
carats. As a result, they tend to buy more and more jewellery from trusted brands which increases the sales of the
jewellery. With the introduction of the scheme, not only customers but also the owners of jewellery outlets have
benefitted. The Bureau of Indian Standards scheme has been successful in uplifting the quality and increasing
reliance on the gems and jewellery industry.
6 Indian Mangalsutra Market
6.1 Indian Mangalsutra Industry Market Size & Trends
The cultural and spiritual importance of the Mangalsutra profoundly impacts Hindu marriages. It symbolizes
marital status and is esteemed as a sacred thread is believed and extends the life of the spouse. This cultural
relevance ensures that Mangalsutras are perpetually in demand across various Indian communities and regions.
Its ritualistic value makes it an essential item for weddings, thereby maintaining a steady market demand.
Mangalsutras in India are designed in numerous styles and patterns to reflect local customs and preferences. For
instance, the Maharashtrian Mangalsutra differs significantly from those in North or South India. This diversity
creates a large market for varied styles, allowing jewellers to cater to regional preferences. The variation in
regional design needs drives the demand for localized production and marketing strategies.
161Chart 22: Indian Mangalsutra Market Size (CY18-CY32)
350
303
286
300
270
)
n 254
o 240
illiB250
215
227
.s 192 203
R200 178
n
i( 153
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iS 106 113 111
te100
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CY18 CY19 CY20 CY21 CY22 CY23 CY24PCY25PCY26PCY27PCY28PCY29PCY30PCY31PCY32P
Source: IMARC Group, CareEdge Research
In CY23, the Indian mangalsutra market reached Rs. 178 billion showing a y-o-y growth of ~16%. In CY24 the
Indian mangalsutra market is expected to grow by 8% y-o-y to Rs. 192 billion. The market is expected to grow at
a compounded annual growth rate (CAGR) of 5.8% in the next 10 years to Rs 303 billion in CY32.
The trend towards customization and personalization is growing in the jewellery industry, including for
Mangalsutras. Customers increasingly seek unique designs tailored to their tastes and preferences. Customization
options, which allow clients to choose specific patterns, designs, and materials, are becoming more popular among
jewellers. This trend for personalized Mangalsutras meets the desire for distinctiveness and individual expression.
6.2 Segments of the Indian Mangalsutra Market -Market Type
The mangalsutra, a traditional necklace worn by married Indian women, is available in various materials, each
with its unique traits and cultural importance.
Mangalsutra Market is further divided as per material type. Gold Mangalsutras comprise of majority of the market
share with 52.3% approximately. Following gold there are Silver Mangalsutras with a 31.3% market share and
Diamond Mangalsutras with a 12.3% market share.
Gold mangal sutras dominate the market due to their high value, durability, and timeless appeal. Silver ranks
second, offering a more affordable and simple alternative. With the rise of lab-grown diamonds, diamond mangal
sutras are also becoming more accessible, placing them third in popularity after silver.
Each material provides distinct benefits, whether it’s the enduring elegance of gold, the modern allure of platinum,
or the cost-effectiveness of silver and fashion jewellery. Ultimately, the choice of material depends on individual
taste, budget, and the personal or cultural significance of the mangal sutra.
162Chart 23: Indian Mangalsutra Market Breakup by Material Type (% share) for CY23
4.1%
12.3% Gold
Silver
Diamond
52.3%
31.3% Others
Source: IMARC Group, CareEdge Research
Note: Others include: Beads, Synthetic Metals, Semi-Precious stones, Crystals, Cubic Zirconia, etc.
Mangalsutra Market is further divided as per material type. Gold Mangalsutras comprise of majority of the market
share with 52.3% approximately. Following gold there are Silver Mangalsutras with a 31.3% market share and
Diamond Mangalsutras with a 12.3% market share.
6.2.1 Gold Mangalsutra
In India, gold is deeply embedded in cultural and religious traditions. It plays a vital role in numerous rites and
ceremonies, especially weddings, and is considered highly auspicious. The Mangalsutra, a symbol of marriage, is
traditionally made from gold to align with these customs. Gold is chosen for Mangalsutras due to its association
with wealth, purity, and divine blessings, which helps preserve the tradition across generations.
Gold is also widely recognized as a dependable and secure investment. Its enduring value and historical
appreciation make it a safe haven during economic uncertainties. Many Indian families view purchasing gold
jewellery, like Mangalsutras, as a way to safeguard their wealth. The consistent demand for gold is driven by its
investment potential, ensuring that Mangalsutras are valued not only for their cultural sign driven by its investment
potential, ensuring that Mangalsutras are valued not only for their cultural significance but also for their potential
financial benefits.
Chart 24: Indian Mangalsutra Market: Gold (in INR Billion), (CY18-CY32)
180 160
) 150
n 160 142
o 134
illiB 140
113
119 126
.s 120 101 106
R 93
n 100 80
i( e 80 55 59 58 67
z iS 60
te 40
k r 20
a
M 0
Source: IMARC Group, CareEdge Research
163In CY23, the Indian Gold Mangalsutra market reached Rs. 93 billion showing a y-o-y growth of ~16%. In CY24
the Indian gold mangalsutra market is expected to grow by 7.9% y-o-y to Rs. 101 billion. The market is expected
to grow at a compounded annual growth rate (CAGR) of 5.9% in the next 10 years to Rs 160 billion in CY32.
Majorly this growth will be supported due to its unique physical properties. Its flexibility, malleability, and
resistance to tarnish ensure that gold Mangalsutras will maintain their appearance and structural integrity over
time. These qualities make gold a popular choice for everyday jewellery, such as Mangalsutras, which need to
withstand regular wear while retaining their charm.
Moreover, jewellery brands actively promote gold Mangalsutras by highlighting their quality, cultural importance,
and investment potential. Through strategic promotions, endorsements, and advertising, brands emphasize the
benefits of choosing gold. This targeted marketing boosts the demand for gold Mangalsutras, influencing customer
perceptions and preferences.
6.2.2 Silver Mangalsutra
Silver is significantly cheaper than gold, making it an attractive option for budget-conscious customers. The lower
cost of silver makes Mangalsutras more accessible to a larger audience, including those from middle and lower-
income groups who might otherwise be unable to afford them, without diminishing their symbolic significance.
Additionally, silver’s flexibility and malleability allow for a wide array of stylish and modern designs. Younger
consumers, especially those planning contemporary urban weddings, often seek out chic Mangalsutras to
complement their everyday attire.
Silver Mangalsutras offer a diverse range of styles that blend traditional and modern elements, catering to this
demand. Many fashion-forward shoppers prefer silver for its versatility and the opportunity to explore various
styles and patterns.
Chart 25: Indian Mangalsutra Market: Silver (in INR Billion), (CY18-CY32)
100 93
88
90 83
78
) 80 74
n 70
o 67
illiB 70
60
63
.s 60 56
R
n 48
i( 50
e
40
z iS 40 34 36 35
te
30
k
r
a
M 20
10
0
CY18 CY19 CY20 CY21 CY22 CY23 CY24P CY25P CY26P CY27P CY28P CY29P CY30P CY31P CY32P
Source: IMARC Group, CareEdge Research
6.2.3 Diamond Mangalsutra
Diamonds are globally seen as symbols of luxury, wealth, and prestige. Incorporating diamonds into Mangalsutras
elevates them from a traditional symbol of marriage commitment to a luxurious and distinguished piece of
jewellery. The high demand for diamond Mangalsutras reflects their status as a marker of affluence and social
standing.
As disposable incomes in India have risen, particularly among the urban middle and upper classes, there has been
a growing interest in luxury items like diamond jewellery. This increase in economic prosperity allows more
164individuals and families to afford the more elegant and expensive Mangalsutras adorned with diamonds, driven
by their enhanced purchasing power and desire for opulent jewellery.
Chart 26: Indian Mangalsutra Market: Diamond (in INR Billion), (CY18-CY32)
40 38
36
34
35 32
n 30
o illiB30
25
27 28
.s
R25 22
24
n 19
i(20
e 16
z iS15 13 14 14
te
k r10
a
M
5
0
CY18 CY19 CY20 CY21 CY22 CY23 CY24PCY25PCY26PCY27PCY28PCY29PCY30PCY31PCY32P
Source: IMARC Group, CareEdge Research
6.2.4 Key Growth Drivers
• Cost-Effective Lab-Grown Diamonds: Innovations in lab-grown diamonds and other budget-friendly
alternatives broaden the range of choices and make mangal sutras more accessible.
• Variety of materials available: the availability of various materials, including gold, silver, platinum, and mixed
metals, meets a wide range of consumer preferences and budgets.
6.2.6 Key Constraints
• High-Value Material: The materials used in mangal sutras like gold and silver are high-value metals. Rising
costs of raw materials and manufacturing can lead to higher prices, potentially deterring price-sensitive
consumers.
• Economic Conditions: Recessions or economic slowdowns can reduce consumer spending power, affecting the
purchase of luxury items like mangal sutras.
6.3 Segments of the Indian Mangalsutra Market -Design Type
The mangalsutra market also varies significantly by design type, catering to different tastes and cultural
preferences. Mangalsutra Market is further divided as per design type. Traditional Mangalsutras comprise of
majority of the market share with 62.3% approximately After traditional there are modern Mangalsutras with a
32.4% market share and customized Mangalsutras with a 5.3% market share.
Indians' strong adherence to traditions and rituals means that traditional mangalsutras still dominate the market.
These typically feature black beads interspersed with gold or silver links, representing the most recognized and
culturally ingrained design. Modern mangalsutras follow, with minimalist designs emphasizing simplicity and
elegance, often featuring a single pendant or charm. Customized mangalsutras hold the smallest market share at
5.3%, but this is expected to grow significantly due to the rising trend of personalization, which adds a unique,
personal touch to the mangalsutra.
165Chart 27: Indian Mangalsutra Market: Break up by Design (% share) for CY23
5.3%
32.4%
62.3%
Traditional Modern Customized
Source: IMARC Group, CareEdge Research
6.3.1 Traditional Mangalsutra
Traditional Mangalsutra designs carry deep cultural and religious meaning. They play a crucial role in Indian
weddings, symbolizing the spiritual bond and marital commitment between a husband and wife. These designs
often incorporate motifs and patterns from ancient rituals and ceremonies, underscoring their cultural and religious
significance. As a result, traditional designs remain highly valued by those wishing to preserve their heritage.
Family heirloom Mangalsutras are commonly passed down through generations, embodying the family's blessings
and traditions. These treasured pieces hold significant emotional and sentimental value. Many brides opt for
traditional designs that reflect their heritage and family history, influenced by the guidance of elders and a desire
to honour ancestral customs. This generational influence helps sustain the appeal of traditional and timeless
designs.
Chart 28: Indian Mangalsutra Market: Traditional (in INR Billion), (CY18-CY32)
200
182
172
180
163
155
)160 147
n o 139
illiB140
119
125
132
.s R120 111
n 96
i(100
e
81
z iS 80 67 71 70
te
60
k
r
a
M 40
20
0
Source: IMARC Group, CareEdge Research
In CY23, the Indian traditional mangalsutra market reached Rs. 111 billion showing a y-o-y growth of ~15.8%.
In CY24, the Indian traditional mangalsutra market is expected to grow by 7.3% y-o-y to Rs. 119 billion. The
166market is expected to grow at a compounded annual growth rate (CAGR) of 5.4% in the next 10 years to Rs 182
billion in CY32.
India's rich cultural diversity is reflected in its varied jewellery designs, with each region offering unique
traditional Mangalsutra styles that feature local materials, craftsmanship, and patterns. For instance, Maharashtra
is known for the Kolhapuri Saaj, Tamil Nadu for the Thaali, and Andhra Pradesh for the Nallapusalu. The
popularity of these specific designs stems from a strong regional identity and pride in local traditions.
Traditional Mangalsutra designs often carry profound symbolic meanings. Black beads, for example, are believed
to ward off negative energies, while gold symbolizes wealth and purity. Additionally, the inclusion of motifs such
as flowers, leaves, and religious symbols adds layers of significance to the jewellery.
6.3.2 Modern Mangalsutra
Recently, brides' tastes and preferences have evolved, particularly among the younger generation. Modern brides
often seek jewellery that aligns with their personal style and contemporary lifestyle. Contemporary Mangalsutra
designs cater to these changing preferences with their sleek lines, minimalist patterns, and innovative motifs. This
shift towards modern aesthetics is driven by a desire for unique and trendy pieces that align with current fashion.
Contemporary designs often blend traditional elements with modern styles, creating a fusion that appeals to those
who want to embrace modernity while still honouring cultural heritage. Brides can now choose Mangalsutras that
are both stylish and relevant to current trends, while still holding cultural significance. The demand for modern
designs is fueled by the desire to harmonize tradition with contemporary aesthetics.
Chart 29: Indian Mangalsutra Market: Modern (in INR Billion), (CY18-CY32)
120
105
98
100
92
86
) n 81
o illiB 80
71
76
.s
R 63
67
n 58
i( 60
e 49
z
iS
41
te
k 40 33 35 35
r
a
M
20
0
CY18 CY19 CY20 CY21 CY22 CY23 CY24PCY25PCY26PCY27PCY28PCY29PCY30PCY31PCY32P
Source: IMARC Group, CareEdge Research
In CY23, the Indian modern mangalsutra market reached Rs. 58 billion showing a y-o-y growth of ~17.1%. In
CY24 the Indian modern mangalsutra market is expected to grow by 8.5% y-o-y to Rs. 63 billion. The market is
further expected to grow at a compounded annual growth rate (CAGR) of 6.6% in the next 10 years to Rs 105
billion in CY32
Modern Mangalsutra designs are often more versatile and lightweight, making them suitable for both formal
occasions and everyday wear. Their practicality and ease of transitioning from formal to casual settings make
them particularly attractive to working women and those with active lifestyles. This versatility ensures that modern
designs can be worn beyond wedding ceremonies.
167Additionally, the rise of social media platforms like Pinterest and Instagram has provided a stage for showcasing
contemporary jewellery designs. Expectant brides frequently turn to these platforms for inspiration and trends.
The visibility of modern Mangalsutras on social media, coupled with endorsements from celebrities and fashion
influencers, enhances their appeal. Social media trends and digital influence significantly impact the popularity
of modern designs.
6.3.3 Customized Mangalsutra
The demand for customized Mangalsutras is largely driven by the desire for individuality and personal expression.
Today's consumers seek jewellery that reflects their unique tastes, personal stories, and style. Customizing a
Mangalsutra allows individuals to incorporate special elements like birthstones, initials, or bespoke designs,
making each piece uniquely theirs. This craving for personalized and distinct designs is fueling the market for
bespoke creations.
Customized Mangalsutras often carry deep emotional significance. By adding unique designs and personal
touches, these pieces transform from mere jewellery into cherished keepsakes that symbolize important
relationships, life events, and personal milestones. The growing market for personalised jewellery reflects the
high demand for Mangalsutras which offer sentimental value and emotional resonance.
Chart 30: Indian Mangalsutra Market: Customized (in INR Billion), (CY18-CY32)
18
16
16
16
15
14
)14 13
n o 12
illiB12
11
12
.s 10
R 9
n10
i( 8
e z 8 7
iS
te 6
6 6 6
k
r
a
M 4
2
0
Source: IMARC Group, CareEdge Research
In CY23, the Indian customized mangalsutra market reached Rs. 9 billion showing a y-o-y growth of ~16.3%. In
CY24 the Indian customized mangalsutra market is expected to grow by 8.3% y-o-y to Rs. 10 billion. The market
is expected to grow at a compounded annual growth rate (CAGR) of 6.1% in the next 10 years to Rs 16 billion in
CY32.
Customization is a tactic used by jewellery companies to distinguish themselves from competitors and offer
unique services to their clients. By providing personalized options, businesses create a distinctive selling point
that attracts specialized markets and builds loyal customer bases. Clients who seek exclusive and tailor-made
jewellery are drawn to brands that offer this level of individuality and personalized service. The focus on
customization by jewellery makers drives the market for personalized Mangalsutras.
The popularity of customized Mangalsutras is significantly influenced by social media and celebrity
endorsements. Social media platforms allow customers to showcase their unique and personalized jewellery,
168inspiring others to seek similar customizations. Additionally, when celebrities wear customized pieces, their
public appearances help popularize the trend and boost demand for bespoke Mangalsutras.
6.3.4 Key Growth Drivers
• Personalization Driving New Trends: Modern brides are increasingly drawn to wearing mangalsutras
daily thanks to customization options. Personalized engravings and unique design elements cater to those
seeking meaningful and distinctive jewellery.
• Social Media Enhancing Design Visibility: Social media platforms are instrumental in marketing,
allowing businesses to display a wide array of mangalsutra designs. From traditional to contemporary
styles, a diverse range of options is now readily accessible.
6.3.5 Key Constraints
• Evolving Traditions Impacting Traditional Designs: As lifestyles change, younger generations might
favour different marriage symbols or opt for alternative wedding jewellery. The influence of global
fashion trends could diminish the cultural significance of traditional pieces like mangalsutras.
• Issues with Low-Quality and Counterfeit Mangalsutras: The rise of counterfeit or poorly made
imitations can erode consumer trust and compromise market integrity. Variations in material quality or
craftsmanship can affect consumer satisfaction and harm brand reputation.
6.4 Segments of the Indian Mangalsutra Market -Region Type
Each region’s market for mangalsutras is shaped by its cultural heritage, local preferences, and evolving trends,
contributing to a diverse and dynamic marketplace across India. Traditional practices and local customs strongly
influence the design and material choices for mangalsutras. Mangalsutra Market is further divided as per region.
Southern India comprises of majority of the market share with 39.7% approximately, followed by the western and
central regions comprising 26.9% market share, the northern region with 19.7% market share, and lastly East India
with 13.7% market share. In South India, the wedding market is growing due to the elaborate ceremonies and
rituals that elevate the demand for Mangalsutras as a key and symbolic part of bridal attire.
Chart 31: Indian Mangalsutra Market: Break up by Region (% share) for CY23
13.7%
South
39.7%
West & Central
19.7%
North
East India
26.9%
Source: IMARC Group, CareEdge Research
6.4.1 South India
In South Indian culture, the Mangalsutra is deeply significant, representing marital status, auspiciousness, and
protection for married women. This cultural importance ensures a consistent demand, especially during weddings
and religious ceremonies. Demand for Mangalsutras typically peaks during wedding seasons and festive occasions
like Diwali, Pongal, and other regional celebrations, which highlight the tradition of buying and gifting jewellery.
169Jewellery stores often offer a wide array of designs and customization options to suit the diverse tastes and
preferences of different South Indian communities, catering to a broad customer base. Beyond its visual appeal,
the Mangalsutra holds sentimental value for families, frequently being passed down through generations or given
on important occasions, thereby sustaining strong market demand.
6.4.2 West and Central India
In the Western and Central regions of India, demand surges during wedding seasons and major festivals like
Diwali and Dussehra, which are times when jewellery purchases are common. Demand is also influenced by
changing designs and evolving preferences. Modern versions of Mangalsutras adapt to contemporary tastes while
maintaining traditional elements. In areas such as Maharashtra and Gujarat, where marriage ceremonies are highly
significant, Mangalsutra sales are particularly strong due to their ceremonial importance.
6.4.3 North India
Different regions in North India feature unique styles and designs of Mangalsutras, which influence local market
preferences. Increasing disposable income among middle and upper-middle-class families has led to higher
spending on wedding jewellery, including Mangalsutras. Additionally, changes in gold prices affect buying habits,
with consumers often opting for lighter or more budget-friendly options when gold prices are high.
6.4.4 East India
In East India, the wedding market is particularly dynamic, featuring elaborate ceremonies and rituals where the
Mangalsutra is highly valued. Demand remains steady throughout the year due to the frequency of weddings and
related celebrations.
The region has a deep-seated appreciation for gold and jewellery, with Mangalsutras holding special significance.
Economic factors, cultural preferences, and long-standing traditions all contribute to the sustained high demand
for gold ornaments like the Mangalsutra.
6.4.5 Key Growth Drivers
• Regional Stores and Preferences: Due to India's cultural diversity, mangalsutra preferences vary across
different regions. To address this, both organized and unorganized companies offer region-specific
designs and material options, expanding market opportunities for mangalsutras.
• Celebrity and Influencer Impact: Social media influencers and celebrities from various regions shape
fashion trends and consumer tastes. Customers are often influenced by figures with regional connections,
making them more likely to follow their style preferences.
6.4.6 Key Constraints
• E-commerce Issues: Online platforms sometimes result in fraud and delivery of incorrect products.
There can be discrepancies between the items displayed in photos and the actual products received.
• Scarcity Issues: The limited supply of precious metals and gemstones, due to environmental concerns
or resource depletion, may lead to higher costs and affect market stability.
7 Outlook
The gems & jewellery industry’s performance has been weak in the first half of CY24. However, the demand is
expected to improve in the second half, led by purchasing during the festivals and holidays. The demand is
expected to further revive in subsequent years driven by the moderation of inflation and alleviation of global
geopolitical issues. Also, the domestic growth is likely to be driven by resilience in demand, particularly during
the festive and wedding seasons and expansion by organized jewellery retailers across pan-India.
During the festivals of Diwali and Akshaya Tritiya, it is considered extremely auspicious to buy gold. Dhanteras
(the first day of Diwali) usually falls during October or November, and Akshaya Tritiya between late April and
early May. On average around 40-60 tonnes of gold are sold in India during these two auspicious festivals alone.
170The continued momentum in demand for gold jewellery, coupled with an increased footprint of organized
jewellery retailers, is expected to result in healthy growth of the industry in the medium term.
Besides, India remains one of the leading exporters of gold jewellery. In May 2022, it was announced that 90%
of Indian products will be eligible for duty-free entry into the UAE under the Comprehensive Economic
Partnership Agreement (CEPA). As products sold there are shipped to other nations, this will have a significant
impact on international trade in the medium term. The impact can already be seen in the import-export of gold
jewellery.
Any increase in demand in the short term may be gradual and restricted unless there is a significant decrease in
prices. Furthermore, it is projected that the current pattern of muted demand for jewellery will continue over the
coming months, with a possible rise during the start of the festival season in the second part of Q2FY25. Recently,
the sharp decline in BCD of gold and silver metals will likely strengthen the jewellery demand in the long term,
going forward. All of these factors will augur well for the mangal sutra market as most of the mangal sutras are
made of gold metal.
The trend towards customization and personalization is growing in the jewellery industry, including for
Mangalsutras. Customers increasingly seek unique designs tailored to their tastes and preferences. Customization
options, which allow clients to choose specific patterns, designs, and materials, are becoming more popular among
jewellers.
This trend for personalized Mangalsutras meets the desire for distinctiveness and individual expression. In CY23,
the Indian Mangalsutra market reached Rs. 178 billion showing a y-o-y growth of ~16%. In CY24 the Indian
jewellery market is expected to grow by 8% y-o-y to Rs. 192 billion. The market is expected to grow at a
compounded annual growth rate (CAGR) of 5.8% in the next 10 years to Rs 303 billion in CY32.
The surge in weddings is also driving growth in the jewellery industry, as bridal jewellery purchases increase with
each wedding. This growth underscores the wedding sector's recovery from pandemic downturns and its role as a
major economic driver, reinforcing its significance in the national economic framework. Jewellery follows as the
second-largest expenditure, comprising 22.3%, underscoring the importance of bridal adornments in Indian
weddings.
Mangalsutra is a vital part of Indian weddings. Its ritualistic value makes it an essential item for weddings, thereby
maintaining a steady market demand. It is not just an ornament but also acts like an investment tool for a large
group of people in India. The demand for Mangalsutra is complementary to Jewellery demand, hence the demand
trend depicts a similar trend. Hence in long term the market for mangalsutra is expected to remain healthy.
171OUR BUSINESS
Some of the information in this section, including information with respect to our plans and strategies, contain
certain forward - looking statements that involve risks and uncertainties. You should read “Forward - looking
Statements” on page 22, for a discussion of the risks and uncertainties related to those statements and also “Risk
Factors” “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on page 33, 238 and 300 for a discussion of certain factors that may affect our
business, financial condition or results of operations. Our actual results may differ materially from those
expressed in, or implied by, these forward - looking statements.
Our Company’s Fiscal year commences on April 1 and ends on March 31 of the immediately subsequent year,
and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless
otherwise indicated or the context otherwise requires, the financial information included herein is based on or
derived from our Restated Financial Information included in this Prospectus. For further information, please see
“Restated Financial Information” on page 238. Additionally, please see “Definitions and Abbreviations” on page
1 for certain terms used in this section. Unless the context otherwise requires, in this section, references to “we”,
“us”, “our”, “Our Company”, “Shringar” and “SHOML” refer to Shringar House of Mangalsutra Limited.
Unless otherwise indicated, the industry related information and market data used in this section is derived from
the Industry Research Report on Indian Gems and Jewellery Sector dated December 04, 2024 prepared and issued
by CARE (the “CareEdge Report”), which has been exclusively commissioned and paid for by our Company in
connection with the Issue pursuant to an engagement letter dated July 3, 2024. CARE is an independent agency
which has no relationship with our Company, our Promoters and any of our Directors or KMPs or SMPs. The
data included herein includes excerpts from the CareEdge 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. A copy of the CareEdge Report will be made available on the
website of our Company at https://www.shringar.ms/ from the date of filing of the Red Herring Prospectus until
the Issue Closing Date. Unless otherwise indicated, all financial, operational, industry and other related
information derived from the CareEdge Report are included herein with respect to any particular year, refers to
such information for the relevant Financial Year. For more information, please see “Risk Factor -45 – Certain
sections of this Prospectus disclose information from the CareEdge Report which have been commissioned and
paid for by us exclusively in connection with the Issue and any reliance on such information for making an
investment decision in the Issue is subject to inherent risks” on page 64. Also see, “Certain Conventions,
Presentation of Financial, Industry and Market Data and Currency of Presentation – Industry and Market Data”
on page 18 of this Prospectus.
OVERVIEW
We are amongst the leading and specialised designers and manufacturers of Mangalsutra in India. (Source:
CareEdge Report). We are engaged in designing, manufacturing, and marketing, a varied range of Mangalsutra
studded with diverse range of stones including but not limited to, American diamond, cubic zirconia, pearl, mother
of pearl, and semi-precious stones, in 18k and 22k purity of gold, to our business-to-business (“B2B”) clients.
Mangalsutra is a traditional necklace, crafted from gold and black beads worn by married Indian women which
symbolizes marital status and is a sacred thread that is believed to bless and extend the life of the spouse. Our
Company contributed to around 6% of organized Mangalsutra market in India in CY23 (Source: CareEdge
Report).
The Mangalsutra is more than a piece of jewellery in India; it embodies personal identity, cultural heritage, and
marital commitment. Preferences for Mangalsutra designs vary significantly across different age groups, reflecting
the evolving interests, lifestyles, and values of Indian women. Every demographic has different needs and
perspectives, from senior women who value traditional motifs to young brides who choose modern patterns.
(Source: CareEdge Report).
Customer network
We sell our products to a diverse range of clients including Corporate Clients, wholesale jewellers, and retailers
across the country, more particularly in twenty-four (24) states and four (4) union territories. In addition to serving
our domestic clients, we have also expanded our reach to international clients in United Kingdom, New Zealand,
UAE, USA and Republic of Fiji, during the Fiscals 2025, 2024 and 2023. Some of our marquee domestic and
international Corporate Clients include Malabar Gold Limited, Titan Company Limited, GRT Jewellers India
172Private Limited, Reliance Retail Limited, Novel Jewels Limited (Aditya Birla Group), Joyalukkas India Limited,
P N Gadgil Jewellers Limited, Kalamandir Jewellers Limited, Waman Hari Pethe Jewellers, Goldbox Enterprises
Limited (UK), Sona Sansaar Limited (New Zealand), Damas Jewellery LLC (UAE), Lalithaa Jewellery Mart
Limited, Manoj Vaibhav Gems “N” Jewellers Limited, D. P. Abhushan Limited, amongst others. As of March 31,
2025 we served 34 Corporate Clients, 1,089 wholesalers and 81 retailers.
We also manufacture and supply Mangalsutras on a job-work basis to our Corporate Clients. For the Fiscals 2025,
2024, and 2023, we processed a total of 1,320.72 kgs, 1,221.19 kgs and 870.26 kgs of bullion into Mangalsutras,
generating revenue of ₹264.83 million, ₹193.24 million and ₹156.47 million, respectively.
The following table sets forth a breakdown of our revenue from operations from India and outside India, in
absolute terms and as a percentage of total revenue from operations, for the Fiscals 2025, 2024 and 2023.
(in ₹ millions, unless stated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
% of ₹ in % of Revenue ₹ in % of
₹ in Revenue million from million Revenue
million from Operations from
Operations Operations
Domestic 14,097.10 98.59% 10,797.99 98.03 9,094.31 95.71
Revenue
Export 195.32 1.37% 211.61 1.92 402.53 4.24
Revenue
Others* 5.73 0.04% 5.62 0.05 5.33 0.06
Total 14,298.15 100.00% 11,015.23 100.00 9,502.17 100.00
*Others include hallmarking charges received
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 01, 2025.
Set forth below is a graphical representation of our customer network across various states in India as well as
internationally.
173Since the inception of our operations, we have focused on strengthening our presence as a manufacturer of single
product i.e. Mangalsutras. We believe that this approach has allowed us to establish a strong position in the
industry and has also enabled us to cater to our existing and potential client preferences, which often varies
significantly based on geography and latest trends.
Products
We offer an extensive portfolio of Mangalsutras, featuring over 15 collections and more than 10,000 active SKUs,
designed to suit special occasions such as weddings, festivals, and anniversaries, as well as daily-wear options
including antique, bridal, traditional, contemporary, and Indo-western styles. These designs cater to women of all
ages, with a variety of price points and weights. Our Mangalsutra designs draw inspiration from ancient Indian
art and culture, merging these aspects with contemporary aesthetics to produce pieces that are yet timeless and
modern. Our jewellery collection features a diverse range of stones, including but not limited to American
diamond, cubic zirconia, pearls, mother of pearl, and semi-precious stones, all intricately set in gold. As of June
30, 2025, we have a dedicated in-house design team of 22 full-time employees who focus on developing new
products and designs that align with latest trends, customer lifestyles, aspirations, and demographic preferences
across the country. In addition, we have a team of 166 In-house Karigars and we also collaborate with a network
of third-party Karigars to meet the growing market demand for our products. For further details, see “Our Business
Operations-Our Products” on page 182.
Manufacturing setup
We undertake end-to-end operations, from conceptualisation and designing to manufacturing and selling our
products through our integrated operations at our manufacturing facility. Our manufacturing facility is spread over
area admeasuring 8,300 sq. ft. and is situated at A-3/1, 3rd floor, Todi Estate, Sun Mill Compound, Lower Parel
(West), Mumbai 400013, Maharashtra, India (“Manufacturing Facility”). Our design and manufacturing process
combines traditional methods and innovative techniques. Our Manufacturing Facility supported by our in-house
team of 22 designers and 166 In-house Karigars enables us to craft unique pieces that often feature detailed designs
reflecting authenticity and uniqueness. We have been growing our manufacturing capacity over the years to cater
to increase in volumes and demand for our products. For further information, see “Manufacturing Capacity and
Capacity Utilization” on page 189.
History
In order to carry on the business in a corporate and organised form, our Company, was incorporated as a private
limited Company in the year 2009 under the name ‘Shringar House of Mangalsutra Private Limited’. Our
Promoter, Chetan N Thadeshwar, is a second generation entrepreneur and has over forty (40) years of experience
in jewellery industry. Our Promoters, Viraj C Thadeshwar and Balraj C Thadeshwar, third generation
entrepreneurs joined our business at the age of 19 and 26 years, respectively to continue the legacy of our
Promoters. We are also supported by qualified and experienced Key Managerial Personnel and Senior
Management Personnel who have demonstrated their ability to anticipate and capitalize on changing market
trends, manage and grow our operations and leverage and deepen client relationships.
Key Performance Indicators
Since the commencement of our business operations, we have consistently experienced growth in our revenue
from operations, along with demonstrated profitability in our performance. In Fiscal 2025, our Company achieved
revenue from operations of ₹14,298.15 million, compared to ₹11,015.23 million in Fiscal 2024 and ₹9,502.17
million in Fiscal 2023. This represents year-on-year growth of 29.80% in Fiscal 2025 and 15.92% in Fiscal 2024.
Our key performance indicators for Fiscals 2025, 2024 and 2023 are detailed as below:
(in ₹ millions, unless stated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations(1) 14,298.15 11,015.23 9,502.17
EBITDA(2) 926.12 507.56 388.86
EBITDA Margin(3) (in %) 6.48 4.61 4.09
Net Profit after tax (4) 611.14 311.05 233.58
174Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net Profit Margin(5) (in %) 4.27 2.82 2.46
Return on Net Worth(6) (in %) 36.20 25.65 24.84
Return on Capital Employed(7) (in %) 32.43 21.52 19.46
Debt-Equity Ratio(8) 0.61 0.80 0.88
Days Working Capital(9) 70 63 54
As certified by our J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 01, 2025.
Notes:
1. Revenue from operations means the Revenue from Operations as appearing in the Restated Financial Information.
2. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by
obtaining the profit/ (loss) before exceptional items and tax for the year and adding back finance costs, depreciation, and
amortization expense.
3. EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.
4. Net Profit after tax represents the restated profits of our Company after deducting all expenses.
5. Net Profit margin is calculated as restated net profit after tax for the year divided by revenue from operations.
6. Return on Net Worth (%) is calculated as Net Profit after tax attributable to owner of the company, as restated for the
end of the year divided by Average Net worth as at the end of the year. Average net worth means the average of the net
worth of current and previous financial year. Net worth means the aggregate value of the paid-up share capital and other
equity.
7. Return on capital employed is calculated as Earnings before interest and taxes divided by average capital employed
(average capital employed is calculated as average of the total equity, including non controlling interest, total debt
(including borrowings and lease liabilities) and deferred tax liabilities (net of deferred tax assets) of the current and
previous financial year.
8. Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long term and short term
borrowings, including lease liabilities. Total equity includes the aggregate value of the paid-up share capital, other equity
and non controlling interest.
9. Days Working Capital is arrived at by dividing working capital (current assets excluding cash and cash equivalents less
current liabilities excluding short term borrowings and current lease liabilities) by revenue from operations multiplied
by the number of days in the year (365).
OUR STRENGTHS
Established client base and long-standing relationship with our clients
With over fifteen (15) years of operational experience, we have established long term relationships with our key
clients. We sell and/or supply our products to a diverse range of clients including Corporate Clients, wholesale
jewellers, and retailers across the country, more particularly in twenty-four (24) states and four (4) union
territories. In addition to serving our domestic clients, we have expanded our reach to international clients across
four countries the United Kingdom, New Zealand, UAE, USA and the Republic of Fiji during the past three Fiscal
years.Our Company served around 20 overseas clients during the Fiscal 2025, Fiscal 2024 and Fiscal 2023.
The brief details of the count, amount and percentage of revenue generated from different type of clients during
the Fiscal 2025, Fiscal 2024 and Fiscal 2023 is presented below:
(in ₹ millions, unless stated otherwise)
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
Count Amount % Count Amount % Count Amount %
Corporate
Clients 34 4,859.85 33.99% 33 3,500.31 31.78 32 2,867.78 30.18
Retailers
1,089 7,788.53 54.47% 832 5,962.24 54.13 872 4,984.53 52.46
Wholesalers
81 1,644.04 11.50% 96 1,547.06 14.04 84 1,644.54 17.31
Others* - 5.73 0.04% - 5.62 0.05 - 5.33 0.06
Total 1,204 14,298.15 100.00% 961 11,015.23 100.00 988 9,502.17 100.00
175*Others include hallmarking charges received
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 01, 2025.
Over the years, we have fostered long standing relationships with several jewellery businesses, such as Malabar
Gold Limited, Titan Company Limited, GRT Jewellers India Private Limited, Reliance Retail Limited, Novel
Jewels Limited (Aditya Birla Group), Joyalukkas India Limited, P N Gadgil Jewellers Limited, Kalamandir
Jewellers Limited, Waman Hari Pethe Jewellers, Goldbox Enterprises Limited (UK), Sona Sansaar Limited (New
Zealand), Damas Jewellery LLC (UAE), Lalithaa Jewellery Mart Limited, Manoj Vaibhav Gems “N” Jewellers
Limited, D. P. Abhushan Limited, amongst others.
We adopt quality control and assurance measures to ensure our products meet the standards expected by our
clients. Our focus on quality enables us to support these clients in delivering our products that aligns with their
brand and customer expectations.
The table set forth below are revenue contribution from our top one (1), top five (5) and top ten (10) clients in the
periods indicated therein.
(in ₹ millions, unless stated otherwise)
Fiscal 2025 Fiscal 2024 Fiscal 2023
Client Revenue from Revenue from Revenue from
Concentration operations (₹ in % of revenue operations (₹ in % of revenue operations (₹ in % of revenue
from from from operation
million) million) million)
operation operation %
Amount Amount Amount
Top 1 2187.69 15.31 1,418.29 12.88 1,452.25 15.28
Top 5 4539.42 31.76 3,388.86 30.77 3,053.26 32.13
Top 10 5705.38 39.92 4,338.82 39.39 3,766.67 39.64
As certified by J F Jain & Co., Independent Chartered Accountant pursuant to their certificate dated September 01, 2025.
Our long-term association with our key clients also offer significant competitive advantages such as revenue
visibility, industry goodwill and quality control and assurance. Set forth below are the details of revenue
contribution from our key five (5) clients in Fiscals 2025, 2024 and 2023 along with other details:
(₹ in millions, unless stated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount* % of Amount* % of Amount* % of
revenue revenue revenue
from from from
operations* operations* operations*
Malabar Gold Limited ₹1,418.29 ₹1,452.25
₹2,187.69
Country India India India
15.31% 12.88% 15.28%
Client type Corporate Corporate Corporate
More than 10 More than 9 More than 8
Length of Relationship
years years years
Purushottam Narayan
Gadgil Saraf & ₹1,225.02 ₹987.11 ₹747.34
Jewellers
Country India 8.57% India 8.96% India 7.86%
Client type Retailers Retailers Retailers
More than 11 More than 10 More than 9
Length of Relationship
years years years
Kubde Jewellers
₹330.26 ₹292.60 ₹299.00
Private Limited
Country India India India
2.31% 2.66% 3.15%
Client type Corporate Corporate Corporate
More than 13 More than 12 More than 11
Length of Relationship
years years years
RB Jewellers Private ₹266.79 1.87% ₹198.67 1.80% ₹280.41 2.95%
176Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount* % of Amount* % of Amount* % of
revenue revenue revenue
from from from
operations* operations* operations*
Limited
Country India India India
Client type Wholesaler Wholesaler Wholesaler
More than 10 More than 9 More than 8
Length of Relationship
years years years
P N Gadgil Jewellers
₹292.88 ₹288.92 ₹131.03
Limited
Country India India India
2.05% 2.08% 1.38%
Client type Corporate Corporate Corporate
More than 12 More than 11 More than 10
Length of Relationship
years years years
*As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 01, 2025.
Our business growth in the past is mainly attributed to such established relationships and we intend to continue to
leverage such associations for future growth as well.
Design innovation and diversified product portfolio.
Mangalsutra is a vital part of Indian weddings. Preferences for Mangalsutra designs vary significantly across
different age groups, reflecting the evolving interests, lifestyles, and values of Indian women (source: CareEdge
Report). We offer a diverse range of Mangalsutras, including antique, bridal, traditional, contemporary, and Indo-
western styles, across various price points. According to the CareEdge Report, customization options, which allow
clients to choose specific patterns, designs, and materials, are becoming more popular among jewellers. This trend
for personalized Mangalsutras meets the desire for distinctiveness and individual expression. In line with these
trends, our product portfolio is designed to offer a variety of options, including, but not limited to, "ring
Mangalsutras”, “bracelet Mangalsutras”, “God edition Mangalsutras”, and “divine Mangalsutras”. For further
details, see “Our Products” on page 182. We also offer an extensive portfolio of Mangalsutras, featuring over 15
collections and more than 10,000 active SKUs, which are customised based on the quality and weight of the gold
to meet the specific requirements of our clients.
As of June 30, 2025, we have a dedicated in-house design team of 22 full-time employees who focus on developing
new products and designs that align with latest trends, customer lifestyles, aspirations, and demographic
preferences across the country. In addition, we have a team of 166 In-house Karigars and we also collaborate with
a network of third-party Karigars to meet the growing market demand for our products that enable us to expand
and diversify our designs. We have a dedicated social media handle to showcase our design innovation and
diversified Mangalsutra portfolio to specifically engage and target retail and wholesale clients.
Our commitment to innovation drives us to continually develop new designs that cater to different tastes and
preferences. Our design team has developed a unique and varied product range that resonates with clients across
different demographics and regional preferences.
Integrated Manufacturing Facility
We are engaged in designing, manufacturing, and marketing a varied range of Mangalsutra in 18k and 22k purity
of gold to our B2B clients. Our Manufacturing Facility spans our 8,300 sq ft area, equipped to produce variety of
Mangalsutras with precision and efficiency. As of March 31, 2025 we have an installed manufacturing capacity
of 2500.00 kg per annum, allowing us to produce wide range of Mangalsutras under one roof.
We undertake end-to-end operations, from conceptualisation and designing to manufacturing and sell our products
through our integrated operations at our Manufacturing Facility. Our integrated Manufacturing Facility allow us
to maintain quality control and assurance consistency for manufacturing of our Mangalsutras. We have installed
modern technology into our manufacturing processes by deploying CNC para machine, laser solder machine and
3D printer to achieve precision manufacturing for complex designs. These technologies enable us to create
intricate designs with fine detailing which is quintessential for producing high-quality Mangalsutras. Additionally,
we use custom-designed dyes, ensuring durability throughout repeated use.
177While we rely on advanced machinery for efficiency, we also have a dedicated team of 166 In-house Karigars,
who play an essential role in production of the Mangalsutras with intricate designs and fine details. Their expertise
ensures that every piece meets the standards of quality and artistry. The combination of advanced technology and
artisanal expertise allows us to create Mangalsutras that are truly unique, with every piece reflecting a perfect
balance of tradition and innovation.
We believe that our integrated operations enable us to deliver high-quality finished products at competitive prices,
while preserving the exclusivity of our in-house designs.
Quality assurance and quality control of Mangalsutras
We deliver high-quality and high-purity pieces of Mangalsutras, each marked with a unique HUID (Hallmark
Unique Identification) number. Our quality control measures involve checking each piece at every stage of
manufacturing using XRF (X-ray fluorescence) machines and steel pin detectors, guaranteeing both the
authenticity and durability of our products. This commitment to excellence enhances our relationships with our
clients and brands reinforcing our position as their trusted B2B partner.
We have engaged services of more than 100 Karigars who manufacture either full or part of the Mangalsutras,
depending on their area of expertise. We have also entered into term contractual aggrements with our Karigars
and as on date, we have entered into contractual agreement with 77 Karigars. Given that significant of our
inventory is manufactured by Karigars under contract manufacturing arrangement, we have established three-
stage quality control and assurance procedures to ensure consistent quality and purity. For details see, “Quality
Control and Assurance” on page 190. Each piece of jewellery undergoes thorough inspection for physical defects,
including structural issues and inconsistencies in polishing and finishing. Additionally, the products are tested for
purity using advanced gold testing machines and are hallmarked by accredited third-party agencies. This
comprehensive approach ensure that all products meet high quality standards before reaching our clients.
Continuously improving financial performance
Our Company has grown its operations and has demonstrated an increase in revenues and profitability. In Fiscal
2025, we achieved revenue from operations amounting to ₹14,298.15 million, compared to ₹11,015.23 million in
Fiscal 2024 and ₹9,502.17 million in Fiscal 2023. This represents year-on-year growth of 29.80% in Fiscal 2025
and 15.92% in Fiscal 2024.
The significant growth of our business during last three Fiscals has contributed to our financial strength. Our
Company also achieved net profit after tax of ₹ 611.14 million in Fiscal 2025, ₹ 311.05 million in Fiscal 2024 and
₹ 233.58 million in Fiscal 2023, representing an increase in PAT margin from 2.46% to 4.27% over a period of
two Fiscals from Fiscal 2023 to Fiscal 2025. Our key performance indicators for Fiscal 2025, Fiscal 2024 and
Fiscal 2023 are detailed as below:
(in ₹ millions, unless stated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations 14,298.15 11,015.23 9,502.17
EBITDA 926.12 507.56 388.86
EBITDA Margin (in %) 6.48 4.61 4.09
Net Profit after tax 611.14 311.05 233.58
Net Profit Margin (in %) 4.27 2.82 2.46
Return on Net Worth (in %) 36.20 25.65 24.84
Return on Capital Employed (in %) 32.43 21.52 19.46
Debt-Equity Ratio 0.61 0.80 0.88
Days Working Capital 70 63 54
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 01, 2025.
We believe that we have been able to maintain our financial growth, due to our efficient business model. We strive
to maintain a robust financial position with emphasis on having a strong balance sheet. Our balance sheet enables
178us to fund our strategic initiatives, pursue opportunities for growth and better manage unanticipated cash flow
variations. Our financial strength also enables us to access bank facilities at reasonable terms.
Experienced Promoters and a professional management team
The Promoters of our Company belong to a family of generational jewellers who have been involved in the same
business over many decades. Natwarlal K. Thadeshwar, a renowned goldsmith from Mumbai, laid the foundation
of our family gold business several decades ago. Our Promoter, Chetan Thadeshwar, entered the business of
goldsmith in the year 1984. In order to carry on the business in organised form, our Company was incorporated
as a private limited Company in the year 2009 under the name ‘Shringar House of Mangalsutra Private Limited’
with our Promoters, Chetan Thadeshwar and Mamta C Thadeshwar as its founding members. Further, our other
Promoters, Viraj C Thadeshwar and Balraj C Thadeshwar joined the business at the age of 19 and 26 years,
respectively to continue the legacy of our Promoters. With over fifteen (15) years of operational experience,
complemented by our Promoters' expertise in the jewellery industry, we have developed an effective business
model. We have capitalized on our Promoters' extensive industry experience and reputation to establish a presence
in the Indian jewellery market, supported by a broad client base and wide geographical reach.
Chetan N Thadeshwar, second-generation jeweller entrepreneur with over forty (40) years of experience and Viraj
C Thadeshwar and Balraj C Thadeshwar having collective experience of over twenty (20) years in the jewellery
industry, play a pivotal role in formulating business strategies, driving innovation, integrating systems, processes
and technologies, diversification and expansion of business, and commitment to a client-centric approach.
We believe that the experience, depth and diversity of our Promoters and senior management have enabled our
Company to scale up our operations in domestic and international markets. Our KMP and SMP team comprises
of qualified people having experience in various business functions. We will continue to leverage on the
experience of our senior management team and their understanding of the jewellery industry, to take advantage
of current and future market opportunities.
OUR STRATEGIES
Establish a supply chain network to reach untapped geographical regions
We operate through B2B model where we undertake end-to-end operations, from conceptualisation to design,
manufacturing and sell our products to our clients. We sell and/or supply our products to a diverse range of clients
including Corporate Clients, wholesale jewellers and retailers having presence in twenty-four (24) states and four
(4) union territories across the country. In addition to serving our domestic clients, we have expanded our reach
to international clients across five countries— the UK, USA, New Zealand, UAE, and Republic of Fiji—over the
past three fiscals.
Further, we have adopted direct supply approach for the supply of our products to our clients. Our domestic clients,
including wholesale and retail jewellers are spread across the length and breadth of the country and they approach
us through both online and offline modes to fulfil their purchase requirements. Our wholesale and retail customers,
who are primarily small and large jewellers, are based out of towns, cities and villages across the country. They
place their orders with us upon visiting our facility after selection of their desired patterns through our e-catalogue
or during the jewellery exhibition and events in which we participate. Further, we also serve certain of our
Corporate Clients who approaches us to carry out job-work for them or supply our products in bulk to them to
enable them to cater their clients.
The following table sets forth a breakdown of our revenue from operations from various states/union territories in
India and outside India for the periods indicated:
(in ₹ millions, unless stated otherwise)
For the Fiscals
2025 2024 2023
Particulars
% of revenue % of revenue % of revenue
Amount from Amount from Amount from
operations operations operations
Andaman Nicobar 0.00 0.00% 0.00 0.00% 3.58 0.04%
Andhra Pradesh 324.38 2.27% 412.53 3.75% 420.88 4.43%
179For the Fiscals
2025 2024 2023
Particulars
% of revenue % of revenue % of revenue
Amount from Amount from Amount from
operations operations operations
Assam 24.65 0.17% 14.20 0.13% 27.54 0.29%
Bihar 253.52 1.77% 189.74 1.72% 196.50 2.07%
Chandigarh 141.37 0.99% 71.40 0.65% 51.01 0.54%
Chhattisgarh 201.55 1.41% 109.91 1.00% 105.75 1.11%
Delhi 467.08 3.27% 304.84 2.77% 369.27 3.89%
Goa 10.68 0.07% 6.40 0.06% 6.87 0.07%
Gujarat 363.03 2.54% 387.93 3.52% 306.02 3.22%
Haryana 236.48 1.65% 145.00 1.32% 96.72 1.02%
Himachal Pradesh 73.00 0.51% 21.45 0.19% 29.87 0.31%
Jammu & Kashmir 19.58 0.14% 27.24 0.25% 12.02 0.13%
Jharkhand 198.44 1.39% 160.50 1.46% 157.94 1.66%
Karnataka 649.69 4.54% 299.98 2.72% 307.56 3.24%
Kerala 406.05 2.84% 255.09 2.32% 297.92 3.14%
Madhya Pradesh 632.97 4.43% 434.15 3.94% 350.26 3.69%
Maharashtra 7,077.82 49.50% 5420.86 49.21% 4191.25 44.11%
Meghalaya 0.00 0.00% 1.18 0.01% 0.71 0.01%
Odisha 332.56 2.33% 321.75 2.92% 240.46 2.53%
Punjab 238.68 1.67% 155.67 1.41% 116.42 1.23%
Rajasthan 406.20 2.84% 346.83 3.15% 245.81 2.59%
Sikkim 0.00 0.00% 1.35 0.01% - -
Tamil Nadu 616.89 4.31% 516.66 4.69% 358.92 3.78%
Telangana 152.19 1.06% 117.67 1.07% 32.13 0.34%
Tripura 5.75 0.04% 10.67 0.10% 5.56 0.06%
Uttar Pradesh 648.10 4.53% 578.60 5.25% 565.21 5.95%
Uttarakhand 107.23 0.75% 45.91 0.42% 40.32 0.42%
West Bengal 509.24 3.56% 440.46 4.00% 557.82 5.87%
Total Domestic Revenue 14,097.10 98.59% 10,797.99 98.03% 9,094.31 95.71%
Export
United Arab Emirates 165.10 1.15% 183.95 1.67% 334.19 3.52%
USA 14.75 0.10% - - 14.60 0.15%
Republic of Fiji 6.92 0.05% 11.32 0.10% 11.76 0.12%
UK 0.00 0.00% 16.35 0.15% 16.35 0.17%
New Zealand 8.55 0.06% - - 25.63 0.27%
Total Export Revenue 195.32 1.37% 211.61 1.92% 402.53 4.24%
Others* 5.73 0.04% 5.62 0.05% 5.33 0.06%
Total 14,298.15 100.00% 11,015.23 100.00% 9,502.17 100.00%
* Others include hallmarking charges received
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 01, 2025.
Going forward, in addition to our present approach, we seek to establish our pan-India new supply chain model
through third-party intermediaries/facilitators by entering into annual renewal contracts or long-term contracts
with reputed facilitators to expand into untapped domestic market and increase our geographical reach. Through
our new supply chain model, we aim to enter unpenetrated jewellery markets where we can potentially gain market
share by supplying to local jewellers who are not yet associated with us for their Mangalsutra requirements. As
part of this strategy, our Company has identified forty-two (42) cities nationwide. We have entered into
arrangements with eleven (11) third-party facilitators, who will represent us in approaching both existing and
potential clients with our design portfolio, helping us further penetrate our existing markets and expand to new
geographies.
180Between Fiscal 2023 and Fiscal 2025, our revenue from operations has grown at a CAGR of 22.67%. While we
have primarily focused on the domestic market, exports have contributed 1.37%, 1.92% and 4.24%of our revenue
from operations for the Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively. Looking ahead, we aim to leverage
our diverse collection and design portfolio, strong domestic client base, presence in export markets, and integrated
manufacturing facility to expand into new international markets. By increasing our exports, we expect to broaden
our addressable market, extend our geographical reach, and enhance profitability.
Furthermore, our strategy of diversifying our revenue base and expanding our geographical footprint will help us
mitigate the risks associated with economic fluctuations in any one region and our dependence on select
customers.
Grow our relationships with the existing clients and participate in their future expansions
We intend to strengthen our relationship with our existing clients by achieving recurring sales and also increasing
the quantum of these sales. India's gold jewellery market is split between organized and unorganized sectors. The
organized sector, though smaller, is growing rapidly, led by established brands like Malabar Gold & Diamonds
and Joyalukkas, and Titan’s Tanishq. Market formalisation, driven by factors such as compulsory hallmarking,
GST compliance, and consumer demand for transparency, has adversely impacted unorganized retailers, leading
to market consolidation. Key players in the organized sector have seized this opportunity by expanding their retail
footprints both domestically and internationally. For instance, from FY22 to FY24, Titan opened approximately
350 new retail stores, Senco Gold added 32 stores, and Kalyan Jewellers established 93 new outlets. As a result,
the penetration of organized jewellery retailers has significantly improved between CY20 and CY23. Looking
ahead, leading brands are poised to solidify their dominance further. They plan to add an estimated 400-440 new
retail outlets across domestic and global markets in the near to midterm. (Source: CareEdge Report)
These established brands are among our Corporate Clients, and their expansion plans will drive additional demand
for gold jewellery, including our products. To align with their growth and support their evolving needs, we intend
to enhance our engagement by scaling up our operations to meet the rising demand. Furthermore, we aim to
leverage our expertise, strong market position, and ability to deliver quality, customized products to secure
increased business from our existing clients.
Continue to invest in our marketing and brand building initiatives
As part of our marketing initiatives, we actively showcase our collection and extensive range of designs to both
existing and potential clients by participating in prominent national and regional B2B exhibitions and trade shows.
These include events such as IIJS Signature, IIJS Premiere, and IIJS Tritiya, organized by the Gem and Jewellery
Export Promotion Council (GJEPC), as well as the Indian Gem and Jewellery Show (GJS). These exhibitions are
instrumental in generating significant sales orders during the event periods.
We are also members of the Preferred Manufacturers of India, an initiative by the All India Gem and Jewellery
Domestic Council (GJC), and the Responsible Jewellery Council (RJC), a global standards body promoting
responsible practices across the jewellery supply chain. Additionally, we participate in regional buyer-seller
meetings, such as GlamBox Xperience & Xpositions, which facilitate exclusive interactions with leading retail
players. These events help us establish a personal connection with our clients and strengthen our market presence.
During the Fiscals 2025, 2024, and 2023, we participated in twelve (12), seven (7) and five (5) jewellery shows
and exhibitions, respectively, organized by semi-government bodies like GJEPC and GJC, as well as private
organizers. Beyond exhibitions, we also engage in advertising and marketing activities, including celebrity
endorsements, video films (corporate and manufacturing), product photography, print adverstisement and
magazine advertisements, to promote our brand ‘Shringar’ and highlight our product designs.
We plan to continue investing in marketing and brand-building initiatives. Going forward, we intend to continue
to collaborate with celebrities for product endorsements to further enhance brand visibility and generate increased
interest in our offerings. During the Fiscals 2025, 2024, and 2023, we incurred expenses of ₹13.94 million, ₹12.49
million and ₹8.67 million, respectively, for participation in exhibitions and events. These expenses accounted for
73.49%, 66.21%, and 77.69% of our total advertisement and sales promotion expenses, underscoring the
importance of these initiatives in driving our growth. We believe that adopting such marketing approach we can
increase brand awareness and generate further interest in our products.
181Augment our fund based capacities in order to scale up business operations
Our business operations are working capital intensive. In order to effectively expand our business operations and
also diversify our operations in various geographical locations, we are required to have access to a larger amount
of liquid funds and sufficient working capital. Our raw materials purchase mainly includes gold from banks and
bullion houses which require immediate payment. However, our clients include small and large Corporate Clients,
wholesalers and retailers, to whom we need to provide average credit period of approximately 15-20 days, thus
affecting our working capital requirement. We expect to increase our volumes, revenues and scale of operations
and we will require substantial working capital for the same. It is hence our strategy to raise funds from this Issue
and augment our fund based working capital capabilities.
To meet the diverse preferences of our customers, which often varies significantly based on geography and latest
trends, we maintain finished goods inventory to serve walk-in clients efficiently. Additionally, we have recently
launched an e-catalogue, enabling retail clients to browse our collection and extensive designs and place orders
conveniently at their discretion. As we aim to increase our volumes, revenues, and scale of operations, our working
capital needs are expected to grow correspondingly.
To address this, we plan to raise funds through this Issue to strengthen our working capital capabilities. For further
details, please see “Objects of the Issue” on page 108.
Our Company with high liquidity on its balance sheet would be able to better exploit market opportunities in short
as well as long term in our business, further strengthening our position in the industry.
Continuing focus on reducing operating costs and improving operational efficiency
We aim to continuously improve profitability by constant cost optimization, leveraging our backward integration
capabilities and increasing capacity utilization. We also constantly aim to identify opportunities to implement
product improvements to optimize production processes. For example, we have automated our Manufacturing
Facility to an extent, reducing the margin of error and inefficiencies commonly associated with fully manual
manufacturing processes. We further intend to make our Manufacturing Facility and processes more efficient. We
are also committed to further optimize production processes, by improving our installed and utilised production
capability and minimizing wastage during production. We also plan to strengthen our design capabilities and
expand our production capacity, which will allow us to add more designs to our design collection, reduce
production costs, and increase output.
Our Business Operations
Our Products
We design, manufacture and sell a wide range of Mangalsutras at varying price points for uses ranging from
jewellery for special occasions such as weddings to daily-wear Mangalsutras. Some of our finished products are
presented below:
182Bridal Mangalsutra
Trendsetter Mangalsutra
God Edition Mangalsutra
Formal Mangalsutra Santos Mangalsutra Fancy Mangalsutra
Micro Mangalsutra Classic Mangalsutra FIO Mangalsutra
Kalki Mangalsutra Kolkata Mangalsutra Maharashtra Mangalsutra
183Rose Gold Mangalsutra
Kolhapuri Mangalsutra Glam Mangalsutra
Rudraksh & Tulsi Mala Divine Mangalsutra Ring Mangalsutra
Bracelets Mangalsutra
We have recently initiated to sell our premium range of Mangalsutras under our own brand “Ziya”. We intend to
place ‘Ziya’ as a brand in the market which would specifically cater to the aesthetic preferences of premium
clients.
Manufacturing Process:
We set-out below the flow-chart of our manufacturing process for our products:
184As set-out above the flow-chart, our manufacturing process involves the following stages of development:
1. Procurement of Raw Material
Gold:
• Our Company has established long-term relations with trusted bullion suppliers to source high-purity gold.
185• Quality Control and Assurance (QCA) team verify supplier credentials and certifications.
• Regular batch sampling is done on incoming gold to test for impurities and ensure compliance with agreed-
upon standards.
Semi Precious Stones and Beads:
• High-quality semi precious stones like black beads and coloured stones are sourced from specialized dealers
or mines.
• Procurement and Logistics team negotiate bulk orders with vendors to ensure cost-efficiency while
maintaining quality.
• Custom specifications are shared with suppliers, such as specific bead sizes, colour, or cuts, aligning with
product designs.
2. Quality Check of Raw Materials
Gold Purity Check:
• Upon receipt, gold is tested in a lab using:
• XRF Machines: A quick, non-destructive method for analyzing the gold's karat value.
• Fire Assay: A traditional, highly precise process where gold samples are melted and chemically tested for
exact purity levels.
• Any deviations from expected quality are flagged for corrective action with the supplier or returned to the
supplier.
Inspection of Beads and Stones:
• Specialized equipment like microscopes is used to measure the size, symmetry, and quality of beads and
gemstones.
• Stones are inspected under magnifying lamps to identify flaws, cracks, or inclusions.
• QCA team segregate approved materials into separate inventory batches for traceability.
3. Gold Melting and Refining
Melting:
• The Company uses induction furnaces to melt gold in a controlled environment to eliminate impurities.
Alloying:
• In-house Karigars calculate precise alloy compositions to achieve karat standards (e.g., 18K and 22K).
• Alloy metals (e.g., copper, silver) are added to the molten gold and mixed uniformly using stirring machines.
Casting Gold Bars:
• The molten gold is poured into temperature-controlled moulds to form bars or rods.
• After cooling, the bars are cleaned, polished, and stored in a secure vault for further processing.
1864. Order Design Processing
Designing Mangalsutras:
• A team of designers use traditional manual drawing to create intricate designs
• For custom orders, designers consult directly with clients or retailers to incorporate specific preferences.
• Prototypes are 3D-printed for review and approval before final production begins.
5. Forming Gold Components
Sheets and Wire Making:
• Rolling: Gold bars are passed through a Six Pass Wire Drawing machine (rolling mill) to produce sheets or
wires of required thickness and gauge.
• Quality checks ensure uniformity in thickness and eliminate deformities.
Chain Making:
• Cutting: Machines automatically cut wires into specific lengths for chain links.
• Linking: Operators use high-speed linking machines to assemble chain links.
• Soldering: Links are fused together using laser soldering for precision and durability.
Bead Production:
• Gold sheets or wires are shaped into beads using automated moulding machines.
• Laser engravers or CNC machines create decorative patterns on beads.
• Finished beads are polished and sorted by size.
Pendant Making:
• Hydraulic Die Pressing: Gold sheets are pressed into shape using high-pressure die presses.
• 3D Wax Printing: Complex designs are created using wax models, which are then cast into gold.
• Sculpting/Hand Carving on Wax: In-house Karigars hand-carve intricate designs on wax models for unique
pieces.
• Casting the Wax Model into the Pendant: Wax models are cast into gold, preserving every detail of the
design.
• Laser Cutting and Engraving: Fine patterns or lettering are added to pendants using laser machines.
• Stone Setting: In-house Karigars hand-set stones and semi-precious stone on the pendant using microscopes
and precision tools.
6. Assembly
Bead Stringing:
187• Workers use durable nylon threads or gold chains to string black and gold beads in specified patterns.
• Patterns are checked against design templates to ensure consistency.
Attaching Pendant:
• Pendants are securely attached to the chain or bead strand using soldering or specialized clamps.
Fitting and Finishing:
• Artisans manually inspect the product to ensure all components are tightly fitted.
• Final adjustments are made to enhance stability and design accuracy.
7. Quality Control and Assurance
Detailed Inspection:
• Each Mangalsutra piece undergoes rigorous inspection for craftsmanship, structural integrity, and aesthetic
appeal.
• QCA team check for defects such as broken links, uneven bead patterns, or loose stones.
Purity Check:
• Final products are re-verified for gold purity to ensure compliance with industry standards.
8. Polishing and Finishing
Polishing:
• Products are polished using polishing machines to remove surface imperfections and enhance shine.
• Cleaning machines remove residues, ensuring a spotless finish.
9. Certification and Hallmarking
Hallmarking:
• Final products are sent to government-approved hallmarking centres for BIS certification.
• Certificates include details about the gold's purity, weight, and compliance with Indian standards.
10. Packaging and Distribution
Packaging:
• Products are packed in jewellery boxes with tamper-proof seals.
Distribution:
• Goods are packed according to individual orders and dispatched via several logistics partners.
• These partners ensure secure and timely delivery to retailers or direct clients, leveraging their expertise in
handling high-value items.
188Manufacturing Facility:
Our Manufacturing Facility is situated on an area admeasuring 8,300 Sq. Ft and is located at A-3/1, 3rd floor, Todi
Estate, Sun Mill Compound, Lower Parel (West), Mumbai 400013, Maharashtra.
Our Manufacturing Facility is equipped with the following key machinery and equipment:
Machine Category Machine Name Quantity
Six Pass Wire Drawing 1
Wire Drawing Machines
CNC Para Machine 1
Tarpata Machine 4
Diamond Chol Machine 7
Hand Chol Machine 4
Box Chain Machine 9
Currup Chain Machine 6
Jewellery Manufacturing Machines
Para Machine 3
Wax Injector 1
Laser Solder Machine 1
Casting Machine/ 3D Printer 1
One Time Casting 1
Powder Mixing Machine 1
Polish Scrubber 1
Buff Machine 2
Drum Polish Machine 2
Magnetic Machine 2
Finishing and Polishing Equipment Diamond Dull Finishing Machine 1
Water Jet Machine 1
Rhodium Machine 1
Stabilizer 3
Steamer 1
Hammering 1
Furnace 2
Casting and Furnace Equipment
Casting Powder Mixing 1
XRF Machine 1
Quality Control and Testing Machines Steelpin Detector 1
Laser Marking Machine 2
Compressor 3
Miscellaneous Equipment Hydromax 18
Weighing Scale 12
Strong Room 5
Our Manufacturing Facility is also equipped with strong secure rooms for the safe storage of gold, work in progress
items and finished Mangalsutras.
Manufacturing Capacity and Capacity Utilization:
The table below sets forth a summary of the installed capacity and capacity utilization (owned and jobwork) at
our Manufacturing Facility for the periods stated:
189Facility Fiscal 2025 Fiscal 2024 Fiscal 2023
Installe Installe Installe
Actual Capacity Actual Capacity Actual Capacity
d d d
productio Utilisatio productio Utilisatio productio Utilisatio
capacit capacit capacit
n n (%) n n (%) n n (%)
y y y
Manufacturi 2,500 1,724.91 69.00 2,500.0 1,749.97 70.00 1,850 1,235.74 66.80
ng Facility kg p.a. 0 kg kg p.a.
p.a.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Peak months March August, September September
Capacity Utilisation in 95.06% 100.4%, 99.90% 97.74%
peak months
Notes:
(1) Installed capacity represents the installed capacity as of the last date of the relevant Fiscal. The installed capacity is based
on various assumptions and estimates, including standard capacity calculation practice in the industry. Assumptions and
estimates taken into account for measuring installed capacities include 25 working days/month and 12 months in a year, at 1
shift per day operating for 10 hours per shift.
(2) Actual production represents quantum of production in the relevant Fiscal.
(3) Capacity utilization has been calculated on the basis of actual production in the relevant Fiscal divided by the available
capacity during such Fiscal.
As certified by Sharjeel Aslam Faiz, independent chartered engineer, by certificate dated September 01, 2025.
Quality Control and Assurance
We set-out below our quality control and assurance process chart:
Since majority of our inventory is handcrafted by In-house Karigars, our designers and QCA team implement
quality checks at every stage of the manufacturing process. This meticulous approach ensures that the quality and
purity of our products meet the precise standards set by our designers, ultimately fulfilling our clients'
expectations.
The raw gold we source from various suppliers undergoes purity verification using both an XRF machine and the
fire assay method. Once the final polished piece is ready, it is subjected to an extensive quality inspection. This
inspection covers established quality benchmarks such as the purity of the piece, exclusion of non-gold elements,
and functional aspects like the fall of the jewellery when worn, the absence of sharp edges, precise solder cuts,
and uniformity in shape. Additionally, other critical quality parameters are assessed during this final check,
including the matching of enamel shades, and any potential damage incurred during handling.
Moreover, our quality control department conducts training and quality awareness sessions for our
artisans/craftsmen. These initiatives are designed to enhance their understanding of the industry's quality
standards, ensuring they consistently deliver top-quality products.
190We include the BIS number on every product, allowing clients to access detailed information about the product,
including its weight, purity, production location, and production date. All our Mangalsutras (excluding gold
jewellery weighing less than two grams, which is exempt from hallmarking requirements) are sent to government-
approved hallmarking centres where they are analysed and verified in accordance with BIS standards.
Name of Approval Registration/license Effective Date Tenure Date of expiry
No.
Certificate of HM/C-7790171025 June 23, 2021 5 Years June 22, 2026
Registration for
Selling Articles with
Hallmark
Marketing
As part of our marketing initiatives, we actively showcase our collection and extensive range of designs to both
existing and potential clients by participating in prominent national and regional B2B exhibitions and trade shows.
These include events such as IIJS Signature, IIJS Premiere, and IIJS Tritiya, organized by the Gem and Jewellery
Export Promotion Council (GJEPC), as well as the Indian Gem and Jewellery Show (GJS). These exhibitions are
instrumental in generating significant sales orders during the event periods.
We are also members of the Preferred Manufacturers of India, an initiative by the All India Gem and Jewellery
Domestic Council (GJC), and the Responsible Jewellery Council (RJC), a global standards body promoting
responsible practices across the jewellery supply chain. Additionally, we participate in buyer-seller meetings, such
as GlamBox Xperience & Xpositions, which facilitate exclusive interactions with leading retail players. These
events help us establish a personal connection with our clients and strengthen our market presence.
During the Fiscals 2025, 2024, and 2023, we participated in twelve (12), seven (7) and five (5) jewellery shows
and exhibitions, respectively, organized by semi-government bodies like GJEPC and GJC, as well as private
organizers. Beyond exhibitions, we also engage in advertising and marketing activities, including celebrity
endorsements, video films (corporate and manufacturing), product photography, print adverstisement and
magazine advertisements, to promote our brand ‘Shringar’ and highlight our product designs.
We plan to continue investing in marketing and brand-building initiatives. Going forward, we intend to continue
to collaborate with celebrities for product endorsements to further enhance brand visibility and generate increased
interest in our offerings. During the Fiscals 2025, 2024, and 2023, we incurred expenses of ₹13.94 million, ₹12.49
million and ₹8.67 million, respectively, for participation in exhibitions and events. These expenses accounted for
73.49%, 66.12% and 77.69%of our total advertisement and sales promotion expenses, underscoring the
importance of these initiatives in driving our growth. We believe that adopting such marketing approach we can
increase brand awareness and generate further interest in our products.
Digital Sales Channels
To expand our client base, we launched our e-catalogue of stock designs in the Fiscal 2023 through our website
(www.shringarms.com), managed by third-party service providers. This platform allows retail clients to browse
our extensive collection and designs, placing orders at their convenience. Furthermore, we offer our Corporate
Clients a live video calling feature, enabling them to view our entire finished goods inventory and select products
for ordering.
Sale Process:
• Visit Our Online Stock Showcase: Jewellers and Clients access our website with images of ready stock online.
• Select Collection Folder: Filter designs by size or weight categories.
• Choose Designs: Select preferred designs and add them to the cart.
191• Confirmation: We contact the potential buyer for advance payment and KYC details. The order is processed
upon receipt of these details and payment confirmation.
• Logistics: Once the order is confirmed, the supply is made by the Company through its logistics partners or
the client may also procure the same for our facility.
Video Calls for Live Stock Selections:
Our Corporate Clients can leverage video calling technology to select designs from the comfort of their offices.
Through video calls, jewellers can view our finished goods inventory displayed on our digital desk, with each
item clearly numbered. This process enables buyers to select products based on the numbering and confirm their
orders, replicating the in-person selection experience. This method eliminates the need for clients to travel and
simplifies the selection and ordering process, making procurement more efficient.
By expanding the team, using advanced technology, and adding more SKUs to our online finished goods
inventory, we aim to increase this mode of sales in the near future.
Procurement of Bullion
We regularly purchase bullion from various bullion houses across India, as well as through banking facilities. Our
procurement approach is focused on mitigating the risks associated with fluctuations in gold prices by sourcing
gold based on our manufacturing requirements. Under our arrangement with bullion houses, we aim to hedge
against gold price fluctuations by purchasing an equivalent quantity of gold at the similar price at which we receive
client orders. By locking in the gold price, our Company shields itself from potential market fluctuations, ensuring
stable production costs. Further, we also obtain gold loan facilities from bank and under the gold loan facilities,
the price of gold purchased is not fixed on procurement, but rather within the applicable credit period, thus
minimizing any risk relating to gold price fluctuations between the purchase of raw materials and the sale of
finished products. Some of our Corporate Clients for whom we manufacture Mangalsutras on job work basis, also
supply us with the bullion to be processed into gold Mangalsutras as per the terms outlined in our contractual
agreements.
Sub-contracting/Karigars
In addition to the In-house Karigars, we collaborate with a network of third-party Karigars to meet the growing
market demand for our products. As on the date of this Prospectus, we have enaged services of more than 100
Karigars on job work basis who manufacture either full or part of the Mangalsutras, depending on their area of
expertise. We have entered into contractual arrangement with 77 Karigars.During the Fiscals 2025, 2024 and
2023, we have incurred expenses of ₹ 60.71 million, ₹ 72.49 million and ₹ 152.51 million constituting 0.42%,
0.66% and 1.61% of our revenue from operations, respectively.
Inventory Management and Logistics
We implement inventory management and monitoring practices that enable us to track each item and ensure
operational efficiency. Our inventory procurement is strategically planned and based on targeted sales, inventory
turnover with a focus on aligning inventory levels with client demand and seasonal trends. Each of our
Mangalsutras is assigned a unique barcode for easy identification. Additionally, we conduct regular physical
inventory checks to maintain accuracy and control.
Our security procedures are stringent to ensure our inventory is maintained securely. Our Manufacturing Facility
is equipped with closed circuit surveillance cameras linked to a digital video recorder, as well as secure vaults
with restricted access to a limited number of staff, and our Mangalsutras are placed into these vaults at the close
of business each day.
Our raw material i.e. gold and all products manufactured by us is fully insured and handled by third-party logistics
under tight security during the transit.
Utilities
Our manufacturing processes rely upon uninterrupted and stable voltage power. The majority of our electricity
needs are fulfilled through power supply from the Brihanmumbai Electric Supply and Transport Undertaking
192(BEST). Water required for our operations is provided by the Municipal Corporation of Greater Mumbai (MCGM)
to the building where our Manufacturing Facility is situated.
Safety, health and environmental regulations
Environmental, Health and Safety Management
We strive to operate our Facilities in a manner that protects the environment and the health and safety of our
employees and communities. The safety and security of our employees, customers, facilities and assets is of utmost
importance. We are also subject to environmental laws and regulations. For further details, see “Key Regulation
and Policies” on page 198.
In this regard, we have adopted a dedicated Environmental, Health and Safety Management Policy (the “EHS
Policy”). The EHS Policy is required to be communicated to all persons working under the control of our
Company with the intent that they be made aware of their individual environmental, health and safety (“EHS”)
obligations. This includes all contractors, visitors, suppliers working for or on behalf of our Company.
Specifically, the goals of the EHS Policy are:
(i) Proactively improve our management systems to maintain a healthy, safe workplace and lifestyle for our
employees and all others influenced by our activities.
(ii) Provide adequate resources for effective and continual improvement in our management system and its
performance.
(iii) Conduct all our activities in such a manner as to avoid harm to employees, clients and the community.
(iv) Promote occupational health of our employees.
(v) Improve continuously our environmental practices and performance.
(vi) Ensure total compliance with all applicable occupational health and safety regulations and other legal
requirements and create a culture of learning and practicing Health, Safety and Environment systems,
procedures and practices among all our employees.
Information Technology
We use information technology systems to enhance our performance and efficiency. We use Prime, a software
solution to manage our daily accounting, inventory, and production processes.
We have also deployed backup protocols for our systems as a security measure to ensure our data is appropriately
safeguarded at all times. Our servers and databases undergo daily backups after business hours thus allowing us
to streamline workloads, optimize server utilization and reduce operational costs. We are in the process of
implementing an Enterprise Resource Professional (ERP) in our organization covering functions and activities
like HR, sales, inventory, manufacturing, and supply chain management, into a unified platform.
Manpower
We recruit after conducting proper reference checks and provide the required training to our new employees before
they become part of our operations. We also constantly engage with our employees through programs such as
periodic review meetings, in-house conferences, and refresher trainings. We update them on the latest trends and
skill requirements to deliver the product in demand.
As of June 30, 2025, the detailed break-up of our employees is as under:
Department No. of Employees
Director & KMP 6
Accounts & Finance 4
Administration 5
Designers 22
Operations 9
Quality Control 2
Sales & Marketing 21
193Department No. of Employees
Director & KMP 6
Accounts & Finance 4
Administration 5
Designers 22
In-house karigars 166
Procurement & Logistics 2
Total 237
Competition
We face competition from both the organized and unorganised sectors of the jewellery manufacturing and supply
business and there are also several producers of varying size manufacturing certain of the products that we sell,
in various geographical markets, we believe we are well-positioned to compete with both organised and
unorganised jewellery companies given our strategy to use designers, technology, skilled craftsmen to bring out
the quality finished products.
Listed players competing with us in the industry include RBZ Jewellers Limited, Utssav CZ Gold Jewels Limited
and Sky Gold & Diamonds Limited.
We believe that the general competitive factors in the market, which may affect the level of competition over the
short and medium term, include vulnerability to overall macroeconomic factors, availability of after-sale and
logistics support, product features, design, quality, price, delivery, general customer experience and relationships
between producers and their customers.
Insurance
We maintain insurance coverage that we consider is necessary for our business. Details of our insurance policies
are as below:
Sr. No Insurance Company Description Sum Insured (in ₹ Period
m illion)
1 IFFCO Tokiyo Block Policy 1,802.00 March 6, 2025-
March 05, 2026
2 IFFCO Tokiyo Fire Policy 99.90 March 06, 2025 –
March 05, 2026
3 IFFCO Tokiyo Infidelity Policy 52.50 March 6, 2025-
March 05, 2026
4 IFFCO Tokiyo Terrorism Policy 1,825.00 March 6, 2025-
March 05, 2026
5 ICICI Lombard Group Health Policy 20.10 October 15, 2024 –
October 14, 2025
We believe that we maintain insurance policies that are customary for companies operating in our industry. These
insurance policies are reviewed periodically to ensure that the coverage is adequate. We believe that we have
obtained adequate insurance coverage in accordance with the customary practices of our industry, including the
terms of and the coverage provided by such insurances. Our policies are subject to standard limitations. Therefore,
insurance might not necessarily cover all losses incurred by us and no assurance can be given that we will not
incur losses or suffer claims beyond the limits of, or outside the relevant coverage of, our insurance policies.
Corporate Social Responsibility
Our Company has adopted a CSR policy in compliance with the requirements of the Companies Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014. We have contributed ₹6.80 million, ₹5.17
million and ₹4.58 million for the Fiscals 2025, 2024 and 2023, respectively, towards corporate social
responsibility, particularly to charitable trust (running a hospital and HIV/AIDS research and care centre),
providing food toward eradication of hunger providing education for specially abled persons.
194Intellectual Property Rights
We set-out below the details on registration and applications of our trademarks:
Sr. Particulars of Trademark Class Application Registration Status
No. Number Number
1. 14 2498119 1850652 Registered
2. SHRINGAR HOUSE OF 14 3703466 2293798 Registered
MANGALSUTRA
3. 14 3703464 1888029 Registered
4. 16 1900949 988169 Registered
5. 16 6066466 Objected
-
6. 35 3703461 1888684 Registered
7. 38 3703462 1888028 Registered
8. 14 4205198 2918695 Registered*
9. 16 4205199 2344839 Registered*
10. 35 4205200 2923649 Registered*
11. 38 4205201 2344466 Registered*
*Note: The brand “Ziya” has been assigned to our Company by M/s Ziya Jewels, one of our Promoter Group entities under
a Deed of Assignment dated July 8, 2024.
Immovable Properties
The following table sets forth details of our properties, as of the date of this Prospectus:
Sr. State Usage Area and Name of Address Nature of
No Lease Lessors/Licensor Holding
. considera
tion
1. Maharashtr Registered Area - Pahlajani Unit No. B-1, Lower On 99 Years
a Office 5,685 Sq Developers Pvt. Ltd. Ground Floor, Jewel lease from
ft. World (Cotton Exch June 20, 2018
Bldg.) 175,
195Sr. State Usage Area and Name of Address Nature of
No Lease Lessors/Licensor Holding
. considera
tion
Rent - ₹ Kalbadevi Road,
8,527.5 Bhuleshwar,
per month Mumbai,
Maharashtra, India,
400002
2. Maharashtr Manufactur Area - a. Shyam Todi A-3/1, 3rd floor, Leave and
a ing Facility 8,300 Sq (HUF) Todi Estate, Sun License for 5
ft. b. Jagdish Todi Mill Compound, years from
(HUF) Lower Parel (West), November 8,
License c. Motilal Geeta Mumbai 400013 2021
Fees - Todi Trust
₹ d. Pradeep Todi
10,80,933 (HUF)
per month e. Triose Private
Limited
f. Suresh Todi
(HUF)
g. Murari Todi
(HUF)
3. Delhi Branch Area- a. Sanjay Jain Private No. 301, on On 5 year
Office 143.05 Sq b. Ashish Jain third floor, without lease from
ft. roof/terrace rights, May 12, 2025
being a part of
Rent- ₹ property no. 1149
97,500 per situated at Chandi
month Chowk, Delhi-
110006
4. Delhi Branch Area- a. Sanjay Jain Private No. 302, on On 5 year
Office 143.05 Sq b. Ashish Jain third floor, without lease from
ft. c. roof/terrace rights, May 12, 2025
being a part of
Rent- ₹ property no. 1149
97,500 per situated at Chandi
month Chowk, Delhi-
110006
5. Maharashtr Investment 2,061.07 - C-6101, World Owned
a purpose Sq ft. View, The World
Towers, S. B. Marg,
Next to Kamala
Mills, Upper Worli,
Mumbai*.
6. Maharashtr Investment 1,722.01 - C-6102, World Owned
a purpose Sq ft. View, The World
Towers, S. B. Marg,
Next to Kamala
Mills, Upper Worli,
Mumbai*.
7. Maharashtr Investment 2061.07 - C-6201, World Owned
a purpose Sq ft. View, The World
Towers, S. B. Marg,
Next to Kamala
Mills, Upper Worli,
Mumbai*.
8. Maharashtr Investment 1722.01 - C-6202, World Owned
a purpose Sq ft. View, The World
Towers, S. B. Marg,
196Sr. State Usage Area and Name of Address Nature of
No Lease Lessors/Licensor Holding
. considera
tion
Next to Kamala
Mills, Upper Worli,
Mumbai*.
* The property is currently being used by our Directors of our Company for rent free accommodation. For details, see “Our
Management” on page 211.
197KEY REGULATIONS AND POLICIES
Given below is a summary of certain sector specific key laws and regulations in India, which are applicable to
the operations of our Company. The information available in this section has been obtained from various
legislations, rules and regulations notified thereunder and other regulatory requirements available in the public
domain. The description of the applicable statutes, regulations, circulars, directions and policies disclosed below
may not be exhaustive and are only intended to provide general information to the investors and are neither
designed nor intended to substitute for professional legal advice. The statements below are based on the current
provisions of Indian law and the judicial, regulatory and administrative interpretations thereof, which are subject
to change or modification by subsequent legislative actions, regulatory, administrative, quasi-judicial, or judicial
decisions. For further details relating to our business, see “Our Business” on page 172. For details regarding the
registrations and approvals obtained by our Company under applicable laws and regulations see, “Government
and Other Approvals” on page 334.
Key Regulations Applicable to our Company
The Bureau of Indian Standards Act, 2016
The Bureau of Indian Standards Act, 2016 (“BIS Act”) provides for, among other things, the establishment of a
national standards body for the harmonious development of the activities of standardization, conformity
assessment and quality assurance of goods, articles, processes, systems and services. Under the BIS Act, the
Central Government, after consulting the Bureau of Indian Standards (“BIS”), can notify the precious metal
articles or other goods or articles which are required to be marked with a ‘Hallmark’ or ‘Standard Mark’, subject
to certain conditions for sale and testing of such articles. Under the BIS Hallmarking Scheme (“BIS Scheme”),
the Government of India has identified the BIS as the sole agency in India to operate the BIS Scheme which aims
to ensure that quality control is built in the system in alignment with the international criteria on hallmarking.
Functions of the BIS include, inter-alia, (a) adopting as an Indian standard, any standard established for any goods,
article, system, service or process by any other institution in India or elsewhere; (b) specifying a standard mark in
relation each of BIS conformity assessment schemes which shall be of such design and contain such particulars
as may be prescribed to represent a particular Indian standard; and (c) conducting such inspection and taking such
samples of any material or substance as may be necessary to see whether any article or process in relation to which
the standard mark has been used conforms to the relevant standard or whether the standard mark has been properly
used in relation to any goods, article, process, system or service with or without a license. The BIS is also the
licensing authority for quality standards.
The Bureau of Indian Standards (Hallmarking) Regulations, 2018
The Bureau of Indian Standards (Hallmarking) Regulations, 2018 (“BIS Hallmarking Regulations”) prescribe
that all jewellers must obtain a certificate of registration from the BIS in order to sell precious metal articles
notified under the BIS Act. The certificate of registration (“Certificate”) shall be granted to specific premises and
will be valid for a period of five years subject to the terms and conditions mentioned in the BIS Hallmarking
Regulations. As per the notification dated June 14, 2018, issued by the Department of Consumer Affairs, Ministry
of Consumer Affairs, Food and Public Distribution, precious metal articles to be marked with hallmark are
namely: gold jewellery and gold artefacts and silver jewellery and silver artefacts. The details of Certificate are to
be hosted on the website of BIS and it is only valid for the premises mentioned in the certificate of registration.
The registered jewellers are responsible for purity and fineness of the hallmarked precious metal articles sold by
them and are liable to pay compensation for any shortage in purity or fineness as per rules. The BIS vide
notification dated March 4, 2022 has issued the Bureau of Indian Standards (Hallmarking) Amendment
Regulations, 2022 which provide for the revised Hallmarking fee for the following articles: a) Gold articles
payable to recognised Assaying and Hallmarking Centres by jewellers. b) Hallmarking fee to be levied by the
Bureau from Assaying and Hallmarking Centre for gold articles c) Silver articles payable to recognised Assaying
and Hallmarking Centres by jewellers. d) Hallmarking fee to be levied by the BIS from Assaying and Hallmarking
Centre for silver articles. As of April 1, 2023, all gold jewellery and artefacts must have a 6-digit alphanumeric
HUID (Hallmark Unique Identification). This number helps consumers trace the gold jewellery back to its jeweller
helps check its purity and also details of the hallmarking centre which tested and hallmarked the article.
RBI Circulars regulating Gold Loans
The RBI has permitted nominated banks to import gold for the purpose of extending gold metal loans to domestic
jewellery manufacturers (who are not exporters of jewellery), subject to certain conditions, including that the tenor
198of gold loans (which can be decided by the nominated banks) does not exceed 180 days from the date of
procurement of the gold and the interest charged to the borrowers is linked to international gold rates. Gems and
jewellery export-oriented units and specified units in Special Economic Zones are permitted to import gold on a
loan basis directly or through nominating agencies, subject to specified conditions. The Master Circular of RBI
on “Loans and Advances –Statutory and Other Restrictions” dated July 1, 2015, prohibits domestic jewellery
manufacturers from selling the gold borrowed under gold (metal) loans scheme to any other party for manufacture
of jewellery.
The Hallmarking of Gold Jewellery and Gold Artefacts Order, 2020
The Hallmarking of Gold Jewellery and Gold Artefacts Order, 2020, which came into effect on June 16, 2021,
prescribes that gold jewellery and gold artefacts shall be sold only by registered jewellers through certified sales
outlets, after fulfilling the terms and conditions of certificate of registration as specified in the BIS Hallmarking
Regulations. However, certain precious metal articles are excluded from the above order, including any article
meant for export, which conforms to any specification required by the foreign buyer, any article of gold thread,
an article with weight less than two grams, and an article which is in course of consignment from outside India to
an assaying and hallmarking centre in India recognised as per the BIS Hallmarking Regulations, for hallmarking.
Further, vide the Hallmarking of Gold Jewellery and Gold Artefacts (Second Amendment) Order, 2021, dated
June 23, 2021 the aforementioned list of exceptions was extended to include within its ambit, any article meant
for export and re-import as per trade policy of the Government of India, any article meant for international
exhibitions, any article meant for domestic business-to-business exhibitions, approved by the Government, special
categories of jewellery, namely Kundan, Polki and Jadaau, watch and fountain pen, and jewellers with the annual
turnover of upto ₹ 4,000,000 per annum.
Anti-Money Laundering, Countering the Financing of Terrorism, and Combating Proliferation Financing
Guidelines for Dealers in Precious Metals and Precious Stones, 2023 (the “Guidelines) under Prevention of
Money Laundering Act, 2002, Unlawful Activities (Prevention) Act, 1967, and Weapons of Mass
Destruction and their Delivery Systems (Prohibition of Unlawful Activities) Act, 2005.
The Guidelines issued by the Directorate General of Audit (DGA), Central Board of Indirect Taxes and Customs,
which came into effect from May 4, 2023, aim to provide a general background and summary of the provisions
of the applicable anti money laundering and anti-terrorism financing legislations in India, viz. the Prevention of
Money Laundering Act, 2002 (“PMLA”), the Prevention of Money Laundering (Maintenance of Records) Rules,
2005 (“PMLR”), the Unlawful Activities (Prevention) Act, 1967 (“UAPA”) and The Weapons of Mass
Destruction and their Delivery Systems (Prohibition of Unlawful Activities) Act, 2005 (“WMDA”) and their
applicability to and implications for the dealers in precious metals and precious stones in applying certain Anti
Money Laundering/ Countering the Financing of Terrorism/ Combating Proliferation Financing (AML/CFT/CPF)
obligations.
The Guidelines provide that the provisions related to applicability of Section 51A of the UAPA and Section 12A
of the WMDA as mentioned are applicable to all dealers in precious metals and precious stones, irrespective of
their turnover or any threshold of transactions they may undertake with their customers/ clients. However, the
provisions related to PMLA and PMLR are applicable to dealers in precious metals and precious stones, who are
“Reporting Entities” (as defined in the Guidelines).
Further vide Hallmarking of Gold Jewellery and Gold Artefacts (Amendment) Order, 2023 dated March 03, 2023,
no person, after March 31, 2023, is allowed to sell or display or offer to sell any gold jewellery or artefacts unless
it is hallmarked in accordance with the standards specified in IS 1417:2016. Further, vide Hallmarking of Gold
Jewellery and Gold Artefacts (Second Amendment) Order, 2023, such persons who has provided a declaration as
required by BIS declaring his old stock of gold jewellery or gold artefacts with old hallmarking is permitted to
see or display or offer to sell such declared stock up to June 30, 2023.
Gems and Jewellery Trade Council of India
The Gems and Jewellery Trade Council of India was established with the main aim of boosting the gems and
jewellery trade of India. It is a council formed to enhance & boost the jewellery trade of India by resolving various
issues of the trade by escalating various to the relevant high authorities. It also indulges itself in disseminating
latest information to its jeweller-members through a monthly newsletter, various educative & trade motivational
events such as seminars, workshops, exhibitions, festivals etc.
199All India Gem and Jewellery Domestic Council
All India Gem and Jewellery Domestic Council is a national trade federation for the promotion and growth of
trade in gems and jewellery across India. It indulges itself in managing various aspects of fair-trade practices and
efficient organisation of business.
The Legal Metrology Act, 2009
The Legal Metrology Act, 2009 (“Legal Metrology Act”) seeks to establish and enforce standards of weights and
measures, regulate trade and commerce in weights, measures and other goods which are sold or distributed by
weight, measure or number and for matters connected therewith or incidental thereto. The Legal Metrology Act
provides that for prescribed specifications all weights and measures should be based on the metric system only.
Further, the Legal Metrology Act lays down monetary and other penalties for various offences, including but not
limited to, use or sale of non-standard weight or measure, contravention of prescribed standards, counterfeiting of
seals and tampering with license.
The Industrial Relations Code, 2020
The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020 and it
proposes to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act,
1926 and the Industrial Employment (Standing Orders) Act, 1946. The provisions of this Code will be brought
into force on a date to be notified by the GoI.
Laws Relating to Intellectual Property
• The Trade Marks Act, 1999 (“Trade Marks Act”)
The Trade Marks Act governs the statutory protection of trademarks and prevention of the use of fraudulent marks
in India. Indian law permits the registration of trademarks for both goods and services. It also provides for
exclusive rights to marks such as brand, label, and heading and to obtain relief in case of infringement for
commercial purposes as a trade description. Under the provisions of the Trade Marks Act, an application for
trademark registration may be made with the Trade Marks Registry by any person or persons claiming to be the
proprietor of a trademark, whether individually or as joint applicants, and can be made on the basis of either actual
use or intention to use a trademark in the future. Once granted, a trademark registration is valid for 10 years unless
cancelled, subsequent to which, it can be renewed. If not renewed, the mark lapses and the registration is required
to be restored to gain protection under the provisions of the Trade Marks Act. The Trade Marks Act prohibits
registration of deceptively similar trademarks and provides for penalties for infringement, falsifying and falsely
applying trademarks among others. Further, pursuant to the notification of the Trade Marks (Amendment) Act,
2010, simultaneous protection of trademark in India and other countries has been made available to owners of
Indian and foreign trademarks. It also seeks to simplify the law relating to the transfer of ownership of trademarks
by assignment or transmission and to bring the law in line with international practices.
• Designs Act, 2000 (“Designs Act”)
Industrial designs have been accorded protection under the Designs Act. A ‘Design’ means only the features of
shape, configuration, pattern, ornament or composition of lines or colour thereof applied to any article whether
two dimensional or three dimensional or in both forms, by any industrial process or means, whether manual,
mechanical or chemical, separate or combined, which in the finished article appeal to and are judged solely by the
eye, but does not include any mode or principle or construction or anything which is in substance a mere
mechanical device, and expressly excludes works accorded other kinds of protection like property marks,
trademarks and artistic works. Any person claiming to be the proprietor of a new or original design, not previously
published in any country and which is not contrary to public order or morality, may apply for registration of the
same under the Act before the Controller-General of Patents, Designs and Trademarks. On registration, the
registered proprietor of the design attains a copyright over the same. The duration of the registration of a design
in India is initially ten years from the date of registration, but in cases where claim to priority has been allowed
the duration is ten years from the priority date. No person may sell, apply for the purpose of sale or import for the
purpose of sale any registered design, or fraudulent or obvious imitation thereof.
200Laws Relating to Taxation
In addition to the aforementioned material legislations which are applicable to a company, some of the tax
legislations that may be applicable to the operations of a company and which apply to our Company includes:
(i) Central Goods and Service Tax Act, 2017 and various state-wise legislations made thereunder;
(ii) Integrated Goods and Services Tax Act, 2017;
(iii) Income Tax Act 1961, as amended by the Finance Act in respective years;
(iv) Customs Act 1962, and the rules made thereunder; and
(v) State-wise legislations in relation to professional tax.
Labour Law legislations
• Shops and establishments legislations
Under the provisions of local shops and establishments legislations applicable in the states in India where our
establishments are set up and business operations exists, such 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 records, 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.
• The Maharashtra Shops and Establishments (Regulation of Employment and Conditions of Service)
Act, 2017.
The provisions of the Maharashtra Shops and Establishments (Regulation of Employment and Conditions of
Service) Act, 2017 and the rules made thereunder are applicable to the Company. Such provisions regulate the
conditions of work and employment in shops and commercial establishments and generally prescribe obligations
in respect of inter alia registration, opening and closing hours, daily and weekly working hours, weekly holidays,
leave, health and safety measures, and wages for overtime work. Whoever contravenes such provisions shall be
punished with fine which may extend to ₹ 1,00,000 and in the case of a continuing contravention, with an
additional fine which may extend to ₹ 2,000 per for every day during which such contravention continues. The
total fine shall not exceed ₹ 2,000 per worker employed.
• The Factories Act, 1948 (“Factories Act”)
The Factories Act defines a “factory” to cover any premises which employs or has employed ten or more workers
on any day in the previous twelve months and in which manufacturing process is carried on with the aid of power
and, any premises where there are at least twenty workers on any day in the previous twelve months even though
there is no electrically aided manufacturing process being carried on. Each State Government has rules in respect
of the prior submission of plans and their approval for the establishment of factories and registration and licensing
of factories. The Factories Act provides that an occupier of a factory i.e. the person who has ultimate control over
the affairs of the factory and in the case of a company, any one of the directors must ensure the health, safety and
welfare of all workers. There is a prohibition on employing children below the age of fourteen years in a factory.
The occupier and the manager of a factory may be punished in accordance with the Factories Act for different
offences in case of contravention of any provision thereof and in case of a continuing contravention after
conviction, an additional fine for each day of contravention may be levied.
• Other labour laws
In addition to aforementioned material legislations, certain labour laws which may be applicable to our Company
due to the nature of the business activities are Contract Labour (Regulation and Abolition) Act, 1970; Payment of
Wages Act, 1936; Payment of Bonus Act, 1965; Employees’ State Insurance Act, 1948; Employees’ Provident
Funds and Miscellaneous Provisions Act, 1952; Equal Remuneration Act, 1976; Payment of Gratuity Act, 1972;
Minimum Wages Act, 1948; Employee’s Compensation Act, 1923; and Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act and Rules, 2013.
201In order to rationalize and reform labour laws in India, the Government has enacted the following codes*:
a) Code on Wages, 2019, which regulates and amalgamates wage and bonus payments and subsumes four
existing laws namely the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of
Bonus Act, 1965 and the Equal Remuneration Act, 1976 received the assent of the President of India on
August 8, 2019. It regulates, inter alia, the minimum wages payable to employees, the manner of payment
and calculation of wages and the payment of bonus to employees.
b) Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions
of employment in industrial establishments and undertakings, and the investigation and settlement of
industrial disputes received the assent of the President of India on September 28, 2020. It subsumes and
simplifies the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the
Industrial Disputes Act, 1947.
c) Code on Social Security, 2020, which amends and consolidates laws relating to social security, and subsumes
various social security related legislations, inter alia including the Employee’s Compensation Act, 1923,
Employee’s State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act,
1952, the Maternity Benefit Act, 1961 and the Payment of Gratuity Act, 1972. It governs the constitution
and functioning of social security organisations such as the Employee’s Provident Fund and the Employee’s
State Insurance Corporation, regulates the payment of gratuity, the provision of maternity benefits and
compensation in the event of accidents that employees may suffer, among others.
d) Occupational Safety, Health and Working Conditions Code, 2020*, which amends and subsumes certain
existing legislations, including Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act,
1970, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979
and the Building and Other Construction Workers (Regulation of Employment and Conditions of Service)
Act, 1996
*The Occupational Safety, Health and Working Conditions Code, 2020, the Code on Social Security, 2020, the Industrial Relations
Code, 2020, and the Code on Wages, 2019 have received the President’s assent, and will come into force at a date notified by the
Central Government. With respect to Code on Wages, 2019, certain provisions of this code pertaining to central advisory board, have
been brought into force by the Ministry of Labour and Employment through a notification dated December 18, 2020. Further, through
a notification dated March 01, 2021 the Ministry of Labour and Employment has issued the Code on Wages (Central Advisory Board)
Rules, 2021 which shall come into force on the date of their publication in the Official Gazette. With respect to Code on Social Security,
2020, certain provisions of this code pertaining to application of Aadhar number, Employees’ Pension Scheme, 1995 and Employees’
Provident Funds and Miscellaneous Provisions Act 1952, have been brought into force by the Ministry of Labour and Employment
through notifications dated April 30, 2021 and May 03, 2023.
Environment Protection Laws
We are subject to various environment regulations as the operation of our establishments might have an impact
on the environment in which they are situated. The basic purpose of the statutes given below is to control, abate
and prevent pollution. In order to achieve these objectives, Pollution Control Boards (“PCBs”), which are vested
with diverse powers to deal with water and air pollution, have been set up in each state and in the Centre. The
PCBs are responsible for setting the standards for maintenance of clean air and water, directing the installation of
pollution control devices in industries and undertaking inspection to ensure that industries are functioning in
compliance with the standards prescribed. These authorities also have the power of search, seizure and
investigation. All industries are required to obtain consent orders from the PCBs, which are required to be
periodically renewed.
• Environment Protection Act, 1986 (“EPA”)
The EPA is the umbrella legislation in respect of the various environmental protection laws in India. Under the
EPA, the Government of India is empowered to take any measure it deems necessary or expedient for protecting
and improving the quality of the environment and preventing and controlling environmental pollution. This
includes rules for, inter alia, laying down standards for the quality of environment, standards for emission of
discharge of environment pollutants from various sources, as provided under the Environment (Protection) Rules,
1986, inspection of any premises, plant, equipment, machinery, manufacturing, examination of manufacturing
processes and materials and substances likely to cause pollution. Penalties for violation of the EPA include fines
not less than ₹10,000 and may extend up to ₹ 1,500,000. There are provisions with respect to certain compliances
202by persons handling hazardous substances, furnishing of information to the authorities in certain cases,
establishment of environment laboratories and appointment of government analysts.
• Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)
The Water Act prohibits the use of any stream or well for the disposal of polluting matter, in violation of the
standards set down by the State Pollution Control Board (“State PCB”). The Water Act also provides that the
consent of the State PCB must be obtained prior to opening of any new outlets or discharges, which are likely to
discharge sewage or effluent.
• Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)
The Air Act requires that any individual, industry or institution responsible for emitting smoke or gases must
apply in a prescribed form and obtain consent from the State PCB prior to commencing any activity. The State
PCB is required to grant, or refuse, consent within four months of receipt of the application. The consent may
contain conditions relating to specifications of pollution control equipment to be installed.
• The Maharashtra Fire Prevention & Life Safety Measures Act, 2006 read with the Maharashtra Fire
Prevention & Life Safety Measures Rules, 2009
This Act may be called the Maharashtra Fire Prevention & Life Safety Measures Act, 2006 which extends to the
whole of the State of Maharashtra. It is an Act to make more effective provisions for the fire prevention and life
safety measures in various types of buildings in different areas in the State of Maharashtra. The Maharashtra Fire
Prevention and Life Safety Measures Rules, 2009 were made by State Government in exercise of the powers
conferred by sub-section (1) of section 49 of the Maharashtra Fire Prevention and Life Safety Measures Act, 2006
and they extend to the whole State of Maharashtra.
Foreign Trade and Investment Legislations
• Foreign Investment in India
The foreign investment in India is governed, among others, by the Foreign Exchange Management Act, 1999, the
Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”) and the Consolidated FDI
Policy (effective from October 15, 2020) issued by the Department for Promotion of Industry and Internal Trade,
Ministry of Commerce and Industry, Government of India (earlier known as the Department of Industrial Policy
and Promotion (“FDI Policy”), each as amended. Further, the Reserve Bank of India has enacted the Foreign
Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 on
October 17, 2019, which regulate mode of payment and remittance of sale proceeds, among others. 100% foreign
investment under the automatic route, i.e., without requiring prior governmental approval, is permitted in the
manufacturing sector. The FDI Policy and the FEMA Rules prescribe inter alia the method of calculation of total
foreign investment (i.e., direct foreign investment and indirect foreign investment) in an Indian company. In terms
of the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 the investment in
Equity Shares by a single FPI or an investor group (which means multiple entities registered as FPIs and directly
or indirectly having common ownership of more than 50% or common control) must be below 10% of our post-
Issue Equity Share capital. Further, in terms of the FEMA NDI Rules, the total holding by each FPI or an investor
group shall be below 10% of the total paid-up Equity Share capital of our Company and the total holdings of all
FPIs put together with effect from April 1, 2020, can be up to the sectoral cap applicable to the sector in which
our Company operates (i.e., up to 100%).
• Foreign Trade (Development and Regulation) Act, 1992
The Foreign Trade (Regulation and Development) Act, 1992 (“FTA”) is the main legislation concerning foreign
trade in India. FTA read along with Foreign Trade (Regulation) Rules, 1993, provides for the development and
regulation of foreign trade by facilitating imports into, and augmenting exports from, India and for matters
connected therewith or incidental thereto. The FTA seeks to increase foreign trade by regulating imports and
exports to and from India. It authorizes the government to formulate as well as announce the export and import
policy and to keep amending the same on a timely basis. The government has also been given a wide power to
prohibit, restrict and regulate the exports and imports in general as well as specified cases of foreign trade.
203• Foreign Trade Policy 2023
The foreign trade policy 2023 issued by the Ministry of Commerce and Industry, GoI includes gems and jewellery
within a separate scheme for exporters of gems and jewellery. For the gems and jewellery sector, the foreign trade
policy 2023 provides for broadly four schemes in relation to exports of gems and jewellery (i) advance procurement
/ replenishment of precious metals from nominated agencies; (ii) replenishment authorisation for gems; (iii)
replenishment authorisation for consumables; and (iv) advance authorisation for precious metals. Certain agencies
have been permitted to import diamonds to their laboratories without any import duty, for the purpose of
certification or grading reports, with a condition that the same should be re-exported with the certification or
grading reports, as per predetermined procedure. Additionally, nominated agencies and their associates, with
approval of Department of Commerce and the GJEPC, may export gold, silver or platinum jewellery and articles
thereof for exhibitions abroad. Personal carriage of gold, silver or platinum jewellery, precious, semi-precious
stones, beads and articles and export of branded jewellery is also permitted, subject to prescribed conditions.
Personal carriage of gems and jewellery export parcels by foreign bound passenger, and import parcels by an
Indian importer or foreign national may be permitted as per prescribed procedures. Export of gold jewellery,
including partly processed jewellery, whether plain or studded, and articles, containing gold of 8 carats and above
up to a maximum limit of 22 carats only shall be permitted by Export Oriented Units (“EOUs”). Gems and
jewellery EOUs may source gold, silver or platinum through nominated agencies on loan or outright purchase
basis. Units obtaining gold, silver or platinum from nominated agencies, either on loan basis or outright purchase
basis shall export gold, silver or platinum within 90 days from the date of release of such metals by the nominated
agencies. The Foreign Trade Policy 2023 shall remain to be in operation unless otherwise specified or amended.
The FTA read with the Foreign Trade Policy2023 prohibits anybody from undertaking any import or export except
under an Importer-Exporter Code number (“IEC”) granted by Directorate General of Foreign Trade (“DGFT”).
Hence, every entity in India engaged in any activity involving import or export is required to obtain an IEC unless
specifically exempted from doing so. IEC shall be valid until it is cancelled by the issuing authority. IEC allotted
to an applicant is valid for all its branches, divisions, units and factories. Failure to obtain IEC shall attract penalty
under the FTA. DGFT may impose prohibition or restriction relating to the importations or exportations of gold or
silver.
Other Regulations
• The Information Technology Act, 2000 (the “Information Technology Act”) and rules made
thereunder
The company is required to collect sensitive personal data such as bank account details, from an individual, as
part of the customer due diligence process while completing an online sale of their products. The Information
Technology Act provides for legal recognition of transactions carried out by various means of electronic data
interchange involving alternatives to paper-based methods of communication and storage of information. It
provides for extraterritorial jurisdiction over any offence or contravention under the Information Technology 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.
In April 2011, the Department of Information Technology, Ministry of Electronics and Information Technology,
Government of India (“DoIT”), in exercise of its power to formulate rules with respect to reasonable security
practices and procedures and sensitive personal data, notified the Information Technology (Reasonable Security
Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“SPDI Rules”) in respect of
Section 43A of the Information Technology Act, which prescribe directions for the collection, disclosure, transfer
and protection of sensitive personal data by a body corporate or any person acting on behalf of a body corporate.
Under the SPDI Rules, sensitive personal data is defined to include personal information relating to passwords,
financial information such as bank account or credit card or debit card or other payment instrument details,
physical, physiological, and mental health condition, sexual orientation, medical records, biometric information
and so on. The SPDI Rules require every such body corporate, or person acting on behalf of a body corporate, to
provide a privacy policy for collecting, receiving, possessing, storing, 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 SPDI Rules further require that all such personal data be used solely for the
purposes for which it was collected, and any collection or 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.
204• The Digital Personal Data Protection Act, 2023 (“Data Protection Act”)
The company is required to collect personal data of an individual, as part of the customer due diligence while
completing an online sale of their products. The Data Protection Act defines personal data as any data about an
individual who is identifiable by or in relation to such data. The Data Protection Act provides for collection and
processing of digital personal data by companies. According to the Data Protection Act companies collecting and
dealing in high volumes of personal data will be defined as significant data fiduciaries. These significant data
fiduciaries will be required to fulfil certain additional obligations under the Data Protection Act including
appointment of a data protection officer who will be the point of contact between such fiduciaries and individuals
for grievance redressal. Further such data fiduciaries will also be required to appoint a data auditor who will
evaluate their compliance with the Data Protection Act. Additionally, the Data Protection Act also introduces the
concept of ‘deemed consent’ under certain circumstances, where a data principal is deemed to have given consent
to the processing of his/her data if such processing is necessary. The Data Protection Act received the President’s
assent on August 11, 2023. Section 1(2) of the Data Protection Act which provides that it shall come into force
on such date as the Central Government may, by notification in the Official Gazette, appoint and different dates
may be appointed for different provisions of this Act and any reference in any such provision to the
commencement of the Data Protection Act shall be construed as a reference to the coming into force of that
provision.
In addition to the above, our Company is required to comply with the provisions of the Companies Act, 2013,
Negotiable Instruments Act, 1881, various tax related legislations, intellectual property, shop and establishment
related legislations and other applicable statutes, rules, regulations, notifications, circular, policies and guidelines
for its day-to-day operations, wherever applicable.
• The Consumer Protection Act, 2019
The Ministry of Consumer Affairs notified certain sections of the Consumer Protection Act, 2019 (“COPRA”)
by way of the notification dated July 15, 2020 (with effect from July 20, 2020), including sections regulating the
formation and functioning of the Consumer Protection Council at the national, state and district levels, the
formation and functioning of Consumer Dispute Redressal Commissions at the national, state and district levels,
product liability actions and punishment for manufacturing for sale or storing, selling or distributing or importing
products containing adulterants and spurious goods. The COPRA provides a mechanism for the consumer to file
a complaint against a product manufacturer, trader, or service provider in cases of unfair contract or trade
practices, restrictive trade practices, defected goods, goods and services which are hazardous or likely to be
hazardous to life being sold in contravention to safety standards, deficiency in services and price charged being
unlawful. It also places product liability on the product manufacturer or product service provider or product seller,
to compensate for any harm caused by defective product or deficiency in services. It provides for a three-tier
consumer grievance redressal mechanism at the national, state and district levels. Non- compliance of the orders
of this Redressal commissions attracts criminal penalties. The COPRA has, inter alia, also introduced a Central
Consumer Protection Authority to regulate matters relating to violation of rights of consumers, unfair trade
practices and false or misleading advertisements, which are prejudicial to the interests of public and consumers
and promote, protect, and enforce the rights of consumers as a class. The COPRA has also brought e- commerce
entities and their customers under its purview including providers of technologies or processes for enabling
product sellers to engage in advertising or selling goods or services to a consumer, online marketplaces and online
auction sites.
The Ministry of Consumer Affairs issued the Consumer Protection (E-Commerce) Rules, 2020 (“E-Commerce
Rules”) under the COPRA on July 23, 2020, which govern the online sale of goods, services, digital products by
entities which own, operate, or manage digital or electronic facility or platform for electronic commerce (“E-
Commerce Entities”), all models of e-commerce (including marketplace or inventory based), and all ecommerce
sellers. The E-Commerce Rules lay down the duties and liabilities of E-Commerce Entities and ecommerce
retailers.
Securities Laws and Regulations
• Securities and Exchange Board of India Act, 1992
The Securities and Exchange Board of India Act, 1992 (“SEBI Act”), inter alia, deals with the powers and
functions of the Securities and Exchange Board of India (SEBI). Broadly, functions of SEBI include (i) SEBI
is empowered to take measures to prevent unfair trade practices, insider trading, and frauds to ensure
205transparency and fairness in the market. These regulations ensure that investors are provided with adequate,
accurate, and timely information to enable informed investment decisions.; and (ii) regulating and promoting
the development of the securities market, by such measures as it deems appropriate.
• Securities Contracts (Regulation) Act, 1956
The Securities Contracts (Regulation) Act, 1956 (“SCRA Act”) was enacted to prevent undesirable
transactions in securities by regulating the business of dealing in securities, by providing for certain matters
connected therewith. The SCRA deals with spot delivery contract which provides for transfer of securities
by the depository from the account of a beneficial owner to the account of another beneficial owner when
such securities are dealt with by a depository.
• SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
The SEBI IDCR (Issue of Capital and Disclosure Requirements) Regulations, 2018, govern the public issuance
of securities in India, including Initial Public Offerings (IPOs), Further Public Offerings (FPOs), and Rights
Issues. These regulations outline the eligibility criteria for issuers, comprehensive disclosure requirements in
offer documents, minimum subscription thresholds, prescribed timelines for each stage of the issue, and essential
investor protection measures. These regulations provide a comprehensive framework for public issuances in
India, balancing the need for capital raising with the need to protect investors.
• SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”)
introduced by the Securities and Exchange Board of India (SEBI) are a comprehensive set of rules governing the
listing of securities and the disclosure obligations of listed entities in India. The framework draws its authority
from the SEBI Act, 1992, which empower SEBI to regulate market intermediaries and ensure transparency in
securities markets. These regulations prescribe comprehensive corporate governance and disclosure standards
that become applicable upon the listing of a company’s securities. Key aspects include disclosure of material
events, corporate governance requirements (board composition, committees), and obligations related to related
party transactions.
• SEBI (Prohibition of Insider Trading) Regulations, 2015
The SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) are the set of rules designed to
prevent the misuse of unpublished price-sensitive information (UPSI) in the Indian securities market. These
regulations aim to maintain market integrity and investor confidence by prohibiting individuals with access to
such information from trading or communicating it to others. Regulation permits communication and procurement
of UPSI in furtherance of a legitimate purpose or performance of duties or discharge of legal obligations. In
addition to these general exemptions, communication and procurement of UPSI.
Other Legislations
In addition to the above, our Company is also compliant with the provisions of the Companies Act, 2013 and the
relevant rules, regulations, and orders framed thereunder, Competition Act, the Arbitration and Conciliation Act,
1996, Indian Contract Act, 1872, Sale of Goods Act, 1930, and other applicable statutes imposed by the Centre
or the State for its day-to-day operations.
206HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was originally incorporated as ‘Shringar House of Mangalsutra Private Limited’, a private limited
company under the erstwhile Companies Act, 1956 at Mumbai, Maharashtra, pursuant to a certificate of
incorporation dated January 02, 2009, issued by the RoC. Thereafter, our Company was converted into a public
limited company pursuant to a special resolution passed by our Shareholders as on November 30, 2024 and
consequently, the name of our Company was changed to ‘Shringar House of Mangalsutra Limited’ pursuant to a
fresh certificate of incorporation dated December 11, 2024 was issued by the registrar of companies, central
processing centre, Manesar, Haryana.
Change in the Registered Office of our Company
Except as provided below, there have been no changes in the registered office of our Company since the date of
incorporation:
Effective Date Details of change in the address of the Registered Office Reason for change
January 30, 2010 The registered office of our Company was changed from ‘205, Operational convenience.
Moti Dharamkanta Building, 3rd Floor, Room No. 18,
Mumbadevi Road, Opp. Mumbadevi Temple Mumbai – 400
002, Maharashtra, India’ to ‘199/201, Solitaire Chamber, 1st
Floor, Kalbadivi Road, Mumbai – 400 002 Maharashtra,
India’.
May 24, 2019 The registered office of our Company was changed from Operational convenience.
‘199/201, Solitaire Chamber, 1st Floor, Kalbadivi Road,
Mumbai – 400 002, Maharashtra, India’ to ‘Unit No. B-1,
Lower Ground Floor, Jewel World (Cotton Exch Bldg.) 175,
Kalbadevi Rd, Bhuleshwar, Mumbai – 400 002, Maharashtra,
India’.
Main objects of our Company
The main object of our Company as contained in our Memorandum of Association are as follows:
(1) To carry on the business of manufacturer of all kinds of jewellery, plain and studded gold, platinum and
silver jewellery and combination jewellery ornaments containing or having diamond and precious and
semi-precious stones.
(2) To carry on the business of manufacturer and processors of all kinds of diamonds, pearls, gems, artificial
diamonds and all kinds of precious and semi-precious stones.
(3) To carry on the business such as traders, exporters, importers, buyers, sellers, suppliers, cutters, polishers,
bagging, merchants, distributors, brokers, sub-brokers; indentors, stockiest and dealers of all kinds of
jewellery, plain, plated, and studded gold, platinum and silver jewellery, combination jewellery, ornaments
containing or having diamond and precious and semi-precious stones and diamonds, pearls, gems, artificial
diamonds and all kinds of precious and semi-precious stones, diamond pastes, gold, platinum, silver,
metals, and precious metals.
The main object clause and matters which are necessary for the furtherance of the main objects contained in the
Memorandum of Association enable our Company to undertake its existing business.
Amendments to our Memorandum of Association in last ten (10) years
Set out below are the amendments that have been made to our Memorandum of Association, in the ten (10) years
preceding the date of this Prospectus:
207Date of change/ Nature of amendment
shareholders’
resolution
March 06, 2021 Clause V of the Memorandum of Association of our Company was amended to reflect
the increase in authorized share capital of our Company from ₹2,500,000 (Rupees two
million and five hundred thousand) divided into ₹250,000 (two hundred and fifty
thousand) Equity Shares of ₹10 each to ₹110,000,000 (Rupees one hundred and ten
million) divided into 10,000,000 (ten million) Equity Shares of ₹10 each and
1,000,000 (one million) Preference Shares of ₹10 each.
November 29, 2024 Clause V of the Memorandum of Association of our Company was amended to reflect
the increase in authorized share capital of our Company from ₹110,000,000 (Rupees
one hundred and ten million) divided into 10,000,000 (ten million) Equity Shares of
₹10 each and 1,000,000 (one million) Preference Shares of ₹10 each to ₹1,010,000,000
(Rupees one billion and ten million) divided into 100,000,000 (one hundred million)
Equity Shares of ₹10 each and 1,000,000 Preference Shares (one million) of ₹10 each.
November 30, 2024 Clause I of the Memorandum of Association was amended to reflect the change in the
name of our Company from ‘Shringar House of Mangalsutra Private Limited’ to
‘Shringar House of Mangalsutra Limited’ pursuant conversion of our Company from
private limited company to public limited company.
Major events and milestones of our Company
The table below sets forth some of the major events in the history of our Company:
Fiscal Year Details
2009 Incorporated as Shringar House of Mangalsutra Private Limited
2013 Company was nominated in Top 5 for the category – Best Gold Jewellery
Manufacturer in the National Jewellery Awards
2014 Company made its first export sales to UAE
2016 Company became a member of Indian Bullion and Jewellers Association Limited
2019 Crossed annual turnover of ₹5,000 million
2023 - Company received Excellence in Self-Certification Level-1 from Titan Company
Limited.
- Company processed more than 1,200 kgs of gold in its Manufacturing Facility.
2024 Crossed annual turnover of ₹10,000 million
2025 Conversion of our Company from a private limited company to a public limited
company
2026 Launched 24 Karat ‘Shudh Mangalsutra’
Key awards, accreditations or recognitions received by our Company
Our Company has not received any key awards and recognitions, as we primarily deal with B2B business segment.
However, we have received accreditations from our customers.
Significant financial or strategic partnerships
Our Company does not have any significant financial and strategic partners as on the date of this Prospectus.
Time and cost overruns
Our Company has not experienced any time or cost overruns in respect of our business operations, as at the date
of this Prospectus.
Launch of key products or services entry in new geographies or exit from existing markets
For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, see “Our Business” on page 172 and “Major events and milestones of our Company” on page 208.
208Defaults or rescheduling/restructuring of borrowings with financial institutions/banks
There are no defaults and there has been no rescheduling or restructuring in relation to borrowings availed by our
Company from financial institutions or banks.
Details regarding material acquisition or divestments of business/ undertakings, mergers, amalgamation,
any revaluation of assets, etc. in the last ten (10) years.
Our Company has not made any material acquisitions or divestments of any business or undertakings, and has not
undertaken any mergers, amalgamations or revaluation of assets in the last ten (10) years.
Holding Company
As on the date of this Prospectus, our Company does not have any holding company.
Subsidiaries of our Company
As on the date of this Prospectus, our Company does not have any subsidiary.
Joint Ventures or Associates of our Company
As on the date of this Prospectus, our Company does not have any joint ventures or associate companies.
Summary of key agreements
Inter-se Arrangement/ Agreement
There are no inter-se agreements/ arrangements to which the Company or any of its Promoters or Shareholders are
a party to and therefore, there are no clauses/ covenants which are material and which needs to be disclosed, and
that there are no other clauses / covenants in the inter-se agreements or arrangements or the Articles of Association
which are adverse / pre-judicial to the interest of the minority / public shareholders of the Company and which
needs to be disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones
which have already disclosed in this Prospectus. Further, there are no other agreements, deed of assignments,
acquisition agreements, SHA, inter-se agreements, agreements of like nature to which the Company or any of its
Promoters or Shareholders are a party.
For details with respect to agreements in relation to the business and operations of our Company, see “Our
Business” on page 172.
Details of shareholders’ agreement
Our Company, Promoters and the Shareholders confirm that there are no shareholders’ agreements, inter-se
agreements or arrangements, governing the rights of the Equity Shareholders of our Company. Further, there are
no agreements, deeds of assignment, acquisition agreements, shareholders agreements, or agreements of like
nature in connection with the Equity shareholding of our Company.
Other material agreements
As on the date of this Prospectus, our Company has not entered into any other subsisting material agreements
other than in the ordinary course of business of our Company.
Key terms of other subsisting material agreements
Our Company has not entered into any subsisting material agreements including with strategic partners, joint
venture partners, and/or financial partners or any other subsisting material agreements other than in the ordinary
course of the business of our Company or which are otherwise material and need to be disclosed in this Prospectus
in context of the Issue.
209Agreements with our Key Managerial Personnel, Senior Management Personnel, Director, Promoters or
any other employee
As on the date of this Prospectus there are no agreements entered into by our Key Managerial Personnel or Senior
Management Personnel or Directors or Promoters or any other employee of our Company, either by themselves
or on behalf of any other person, with any Shareholder or any other third party with regard to compensation or
profit sharing in connection with dealings in the securities of our Company.
Details of Special Rights
There are no special rights available to any shareholder of our Company or any other person as per the Articles of
Association of the Company.
Details of guarantees given to third parties by our Promoters offering their Equity Shares in the offer for
sale
As this Issue comprises only of a Fresh Issue of Equity Shares of our Company, none of the Promoters or
shareholders are participating in any offer for sale of any Equity Shares of our Company.
Other Confirmations
There are no material clauses of our Articles of Association that have been left out from disclosures having bearing
on this Issue, or this Prospectus.
No Directors or KMPs of our Company are appointed pursuant any inter-se agreement/agreement to which our
Company or any of its Promoters or Shareholders are a party to.
210OUR MANAGEMENT
The terms of the Companies Act, 2013 (“Companies Act”) and the Articles of Association require that our Board
shall comprise of not less than three (3) Directors and not more than fifteen (15) Directors, provided that our
Shareholders may appoint more than fifteen (15) Directors after passing a special resolution in a general meeting.
As on the date of this Prospectus, we have eight (8) Directors on our Board, including one (1) Chairman &
Managing Director, one (1) Whole Time Director, one (1) Executive Director, one (1) Non-Executive Director
and four (4) Independent Directors, including two (2) Women Directors. Our Company is in compliance with the
corporate governance laws prescribed under the SEBI Listing Regulations and the Companies Act, 2013 in
relation to the composition of our Board and constitution of committees thereof.
Board of Directors
The following table sets forth the details of our Board as on the date of filing of this Prospectus:
Name, designation, date of birth, address,
occupation, current term, period of Designation Other directorships
directorship and DIN
Chetan N Thadeshwar Chairman & Managing Indian Companies
Director
Age (Years): 59 Nil
Date of birth: October 10, 1965 Foreign Companies
Address: 6101, C Wing World View, Lodha Nil
World Towers, S B Marg, Lower Parel,
Mumbai- 400013, Maharashtra, India
Occupation: Business
Current term: From November 22, 2024 till
November 21, 2027.
Period of Directorship: Since Incorporation
DIN: 02215281
Viraj C Thadeshwar Executive Director & Indian Companies
Chief Executive Officer
Age (Years): 35 Nil
Date of birth: June 20, 1990 Foreign Companies
Address: 6101, C Wing World View, Lodha Nil
World Towers, S B Marg, Lower Parel,
Mumbai- 400013, Maharashtra, India.
Occupation: Business
Current term: From November 22, 2024 till
November 21, 2027, liable to retire by rotation.
Period of Directorship: Since February 18,
2009
DIN: 02240217
211Name, designation, date of birth, address,
occupation, current term, period of Designation Other directorships
directorship and DIN
Balraj C Thadeshwar Whole-time Director & Indian Companies
Chief Operating Officer
Age (Years): 31 Nil
Date of birth: May 11, 1994 Foreign Companies
Address: 6101, C Wing World View, Lodha Nil
World Towers, S B Marg, Lower Parel,
Mumbai- 400013, Maharashtra, India.
Occupation: Business
Current term: From November 22, 2024 till
November 21, 2027, liable to retire by rotation.
Period of Directorship: Since June 01, 2019
DIN: 08469744
Mamta C Thadeshwar Non-Executive Indian Companies
Director
Age (Years): 56 Nil
Date of birth: November 15, 1968 Foreign Companies
Address: 6101, C Wing World View, Lodha Nil
World Towers, S B Marg, Lower Parel,
Mumbai- 400013, Maharashtra, India.
Occupation: Business
Current term: Liable to retire by rotation.
Period of Directorship: Since Incorporation
DIN: 02215290
Radhamanalan Independent Director Indian Companies
Age (Years): 62 Nil
Date of birth: July 25, 1963 Foreign Companies
Address: D No. A-92/1, Sipcot Housing Nil
Colony, Dharga Hosur, Mookondapalli,
Krishnagiri – 635126, Tamil Nadu, India.
Occupation: Consultant
Current term: From November 22, 2024 till
November 21, 2029.
Period of Directorship: Since November 22,
2024
212Name, designation, date of birth, address,
occupation, current term, period of Designation Other directorships
directorship and DIN
DIN: 10835768
Nitesh Mahendra Kothari Independent Director Indian Companies
Age (Years): 42 Nil
Date of birth: July 19, 1983 Foreign Companies
Address: B/411, Bhairav Shrusti, 150 Feet Nil
Road, Near Flyover, Bhayander West, Thane -
401101, Maharashtra, India.
Occupation: Professional
Current term: From November 22, 2024 till
November 21, 2029.
Period of Directorship: Since November 22,
2024
DIN: 10812329
Anilkumar Mohanraj Marlecha Independent Director Indian Companies
Age (Years): 40 Heranba Industries Limited
Date of birth: January 06, 1985 Foreign Companies
Address: 201 Aarlin CHS, Station Road, Near Nil
Rajesh Hotel, Bhayander West, Thane -
401101, Maharashtra, India.
Occupation: Professional
Current term: From November 22, 2024 till
November 21, 2029.
Period of Directorship: Since November 22,
2024
DIN: 08193193
Dr. Ruchika Agarwal Independent Director Indian Companies
Age (Years): 40 Nil
Date of birth: November 4, 1984 Foreign Companies
Address: 3401 Tower C, Omkar Altamonte, Nil
off Western Express Highway, Near
Shantaram Talao, Malad East, Mumbai-
400079, Maharashtra, India.
Occupation: Professional
Current term: From December 20, 2024 till
213Name, designation, date of birth, address,
occupation, current term, period of Designation Other directorships
directorship and DIN
December 19, 2029.
Period of Directorship: Since December 20,
2024
DIN: 10875715
Brief profile of Directors
Chetan N Thadeshwar is the Chairman & Managing Director of our Company. He is a Director of our Company
since incorporation. He has over forty (40) years of experience in the jewellery industry. Prior to joining our
Company, he was a part of the proprietorship business under the name M/s. Shringar Jewellars, managed by Mr.
Natwarlal Thadeshwar and subsequently, he became a partner in the partnership firm M/s. Shringar Jewellars. He
is a strategic leader in our Company and oversees functions such as identifying growth opportunities, building
and maintaining relationships with key stakeholders of our Company. He is a Zonal Committee member of All
India Gem and Jewellery Domestic Council. He is also a Joint Convener for Preferred Manufacturer of India (PMI
6).
Viraj C Thadeshwar is the Executive Director & Chief Executive Officer of our Company. He is a Director of
our Company since February 18, 2009. He has over fifteen (15) years of experience. He is actively involved in
the business of our Company such as production and business expansion. He has played a pivotal role in
formulating and executing our Company’s overall business strategy to drive growth and profitability.
Balraj C Thadeshwar is the Whole-time Director & Chief Operating Officer of our Company. He is a Director
of our Company since June 01, 2019. He holds a bachelor’s degree in management studies from University of
Mumbai. He oversees various facets of day-to-day administrative and operational functions of the business in our
Company.
Mamta C Thadeshwar is the Non-Executive Director of our Company. She is a Director of our Company since
incorporation. She oversees functions such strategic direction & oversight, board dynamics & effectiveness,
committee involvement, leadership and mentorship in our Company.
Radhamanalan is the Independent Director of our Company. He is a Director of our Company since November
22, 2024. He holds a bachelor’s degree in mechanical engineering from University of Madras and master’s degree
of science in software systems from the Birla Institute of Technology and Science. He has over thirty-seven (37)
years of experience being a senior management professional in manufacturing and sourcing of jewellery, watches
and automobiles. He was associated with Titan Company Limited for thirty-four (34) years.
Nitesh Mahendra Kothari is the Independent Director of our Company. He is a Director of our Company since
November 22, 2024. He holds a bachelor’s degree in commerce from Mumbai University and Diploma in
Information Systems Audit (DISA). He is a member of Institute of Chartered Accountants of India and a practicing
chartered accountant. He has over eighteen (18) years of diverse experience in Indirect Taxation, primarily
focusing on GST and Income Tax. He has advised on statutory audits, RERA advisory, taxation matters, corporate
governance, financial oversight, and compliance.
Anilkumar Mohanraj Marlecha is the Independent Director of our Company. He is a Director of our Company
since November 22, 2024. He has obtained certificate of practice from Bar Council of India and also holds a
bachelor’s degree in commerce from Mumbai University. He has over eight (8) years of experience and presently
is in legal practice. He is the independent director on the Board of Heranba Industries Limited.
Dr. Ruchika Agarwal is the Independent Director of our Company. She is a Director of our Company since
December 20, 2024. She holds a bachelor’s degree in science from University of Delhi, master’s degree in arts
from University of Mumbai and a Doctor of Philosophy (commerce and management) from University of
Mumbai. She also holds a post graduate diploma in Business Management form N.L. Dalmia Institute of
Management Studies and Research. She has over fourteen (14) years of professional experience as a business
analyst, executive analyst and a professor. She has been associated with CRISIL, Linkus Infratech Private Limited,
214Evalueserve, Chetan Institute of Management and Research, N.L. Dalmia Institute of Management Studies and
Research and NMIMS.
Relationship between our Directors and Key Managerial Personnel and Senior Management Personnel
Except as stated below, none of our other Directors are related to each other or to any of our Key Managerial
Personnel or Senior Management Personnel.
Name of the Director Related to Relationship
Chetan N Thadeshwar Mamta C Thadeshwar Spouse
Viraj C Thadeshwar Father
Balraj C Thadeshwar Father
Mamta C Thadeshwar Chetan N Thadeshwar Spouse
Viraj C Thadeshwar Mother
Balraj C Thadeshwar Mother
Viraj C Thadeshwar Chetan N Thadeshwar Son
Mamta C Thadeshwar Son
Balraj C Thadeshwar Brother
Balraj C Thadeshwar Chetan N Thadeshwar Son
Mamta C Thadeshwar Son
Viraj C Thadeshwar Brother
Arrangement or understanding with major shareholders, customers, suppliers or others
None of our Directors have been nominated, appointed or selected pursuant to any arrangement or understanding
with our major Shareholders, customers, suppliers or others.
Service contracts with Directors
Our Directors have not entered into any service contracts with our Company which provide for benefits upon the
termination of their employment.
Payment or benefit to Directors of our Company
In Fiscal 2024, our Company has not paid any compensation or granted any benefit on an individual basis to any
of our Directors other than remuneration paid to them for such period.
Terms of appointment of our Directors
Chetan N Thadeshwar, Chairman & Managing Director
Chetan N Thadeshwar has been a Director of our Company since its incorporation. He was appointed as Chairman
& Managing Director of our Company, effective from November 22, 2024 till November 21, 2027 pursuant to a
Board resolution dated November 21, 2024. Further, pursuant to a shareholders resolution dated November 22,
2024, and letter of appointment dated November 22, 2024, Chetan N Thadeshwar is entitled to the following
remuneration and other employee benefits:
Basic Salary ₹ 30 million per annum
Perquisites In addition to the salary received, the Chairman and
Managing Director of the Company is entitled to the
following perquisites, benefits and allowances:
i. Medical Reimbursement: Reimbursement of
expenses incurred for self and family as per the
policy of the Company.
ii. Leave Travel Concession: Leave Travel
Concession for self and family, once in a year
iii. Entertainment, traveling and all other expenses
incurred by him for the business of the Company
iv. Rent free accommodation
215v. Perquisites in accordance with the rules of the
Company and any additional perquisites as may
be decided by the Board of Directors of the
Company from time to time.
Statutory Payments Provident Fund, Gratuity, Earned Leave
Viraj C Thadeshwar, Executive Director & Chief Executive Officer
Viraj C Thadeshwar has been a Director of our Company since February 18, 2009. He was further designated as
the Chief Executive Officer of our Company, effective from November 22, 2024 till November 21, 2027, pursuant
to the Board resolution dated November 21, 2024. Further, pursuant to a shareholders resolution dated November
22, 2024 and a letter of appointment dated November 22, 2024, Viraj C Thadeshwar is entitled to the following
remuneration and other employee benefits:
Basic Salary ₹ 10.8 million per annum
Perquisites In addition to the salary received, the Executive Director &
Chief Executive Officer of the Company is entitled to the
following perquisites, benefits and allowances:
i. Medical Reimbursement: Reimbursement of
expenses incurred for self and family as per the
policy of the Company.
ii. Leave Travel Concession: Leave Travel
Concession for self and family, once in a year
iii. Entertainment, traveling and all other expenses
incurred by him for the business of the Company
iv. Rent free accomodation
v. Perquisites in accordance with the rules of the
Company and any additional perquisites as may
be decided by the Board of Directors of the
Company from time to time
Statutory Payments Provident Fund, Gratuity, Earned Leave
Balraj C Thadeshwar, Whole-time Director & Chief Operating Officer
Balaj C Thadeshwar has been a Director of our Company since June 01, 2019. He was further redesignated as the
Whole Time Director & Chief Operating Officer of our Company, effective from November 22, 2024 till
November 21, 2027, pursuant to the Board resolution dated November 21, 2024. Further, pursuant to a
shareholders resolution dated November 22, 2024, and a letter of appointment dated November 22, 2024, Balraj
C Thadeshwar is entitled to the following remuneration and other employee benefits:
Basic Salary ₹ 10.8 million per annum
Perquisites In addition to the salary received, the Whole-time Director
& Chief Operating Officer of the Company is entitled to
the following perquisites, benefits and allowances:
i. Medical Reimbursement: Reimbursement of
expenses incurred for self and family as per the
policy of the Company.
ii. Leave Travel Concession: Leave Travel
Concession for self and family, once in a year
iii. Entertainment, traveling and all other expenses
incurred by him for the business of the Company
iv. Rent free accomodation
v. Perquisites in accordance with the rules of the
Company and any additional perquisites as may
be decided by the Board of Directors of the
Company from time to time
Statutory Payments Provident Fund, Gratuity, Earned Leave
216Independent Directors
Our Independent Directors and Non- Executive Director will be entitled to receive sitting fees for attending
meetings of the board and committee meetings of ₹ 0.015 million and ₹ 0.01 million, respectively pursuant to a
resolution dated December 31, 2024. Of
Further, our Independent Directors may be paid reimbursement of expenses as permitted under the Companies
Act and the SEBI LODR Regulations.
Remuneration paid to Directors by our Company
Executive Directors
The following table sets forth the details of the remuneration paid by our Company to our Executive Directors
(excluding perquisites) for the Fiscal 2025:
(in ₹ million)
Sr. No. Name of the Director Remuneration
1. Chetan N Thadeshwar 30.00
2. Viraj C Thadeshwar 10.80
3. Balraj C Thadeshwar 10.80
Independent Directors
The following table sets forth the details of the sitting fees paid by our Company to our Independent Directors for
the Fiscal 2025:
(in ₹ million)
Sr. No. Name of the Director Remuneration
1. Radhamanalan 0.12
2. Nitesh Mahendra Kothari 0.13
3. Anilkumar Mohanraj Marlecha 0.13
4. Dr. Ruchika Agarwal 0.06
Non- Executive Director
Our Non-Executive Director, Mamta C Thadeshwar was paid ₹10.80 million as remuneration and ₹0.09 million
sitting fees in Fiscal 2025.
Remuneration paid or payable to our Directors from our Subsidiaries or associate companies
As on date of this Prospectus, we do not have any subsidiary or associate company and therefore no remuneration
has been paid to our Directors from subsidiaries or associate companies.
Contingent and deferred compensation payable to the Directors
As on the date of this Prospectus, there is no contingent or deferred compensation payable to the Directors, which
does not form part of their remuneration.
Bonus or profit-sharing plan for our Directors
Our Company has no bonus or profit-sharing plan in which the Directors participate.
Shareholding of our directors and Key Managerial Personnel in our Company
The Articles of Association of our Company do not require our Directors to hold qualification shares. The table
below sets forth details of Equity Shares held by the Directors as on date of this Prospectus:
217Percentage of the pre- Percentage of the post-
Number of Equity
Name of the Director Issue paid up share Issue paid up share capital
Shares held
capital (%) (%)
Chetan N Thadeshwar 40,265,600 55.82 41.76
Mamta C Thadeshwar 20,852,000 28.91 21.62
Viraj C Thadeshwar 5,506,040 7.63 5.71
Balraj C Thadeshwar 5,506,040 7.63 5.71
Borrowing Powers
In accordance with our Articles of Association and subject to the provisions of the Companies Act, and pursuant
to a resolution of the Shareholders of our Company passed in their meeting held on November 22, 2024, in
accordance with Section 180 of the Companies Act, our Board is authorised to borrow such sums of money from
time to time, with or without security, on such terms and conditions as it may consider fit notwithstanding that the
amount to be borrowed together with the amount already borrowed by our Company (apart from temporary loans
obtained from our Company’s bankers in the ordinary course of business) exceeds the aggregate of the paid up
capital and free reserves of our Company provided that the total amount borrowed by our Board and outstanding
at any point of time shall not exceed ₹ 3,000.00 million.
Interest of Directors
Our Directors may be regarded to be interested to the extent of remuneration, fees, if any, payable to them for
attending meetings of our board of directors or a committee thereof of our Company as well as to the extent of
other remuneration, commission and reimbursement of expenses payable to them by to our Company.
The Directors may also be regarded as interested in Equity Shares held by them, if any, or that may be subscribed
by and allotted to their relatives, or the entities with which they are associated as promoters, directors, partners,
proprietors or trustees or to the companies, firms and trust, in which they are interested as directors, promoters,
members, partners and trustees, and to the extent of any dividend payable to them and other distributions in respect
of the Equity Shares.
Further, our Directors, namely Chetan N Thadeshwar, Mamta C Thadeshwar and Viraj C Thadeshwar have also
extended personal guarantees in favour of our lenders to secure the borrowings availed by our Company and may
be deemed to be interested to that extent. For further details in relation to the borrowings by our Company, see
“Financial Indebtedness” on page 293.
There is no material existing or anticipated transaction whereby Directors will receive any proceeds from the
Issue.
There is no conflict of interest between our Directors and the suppliers of raw materials and third-party service
providers, which are crucial for the operations of our Company.
There is no conflict of interest between our Directors and lessors of the immovable properties, which are crucial
for the operations of our Company.
Interest of Directors in the promotion and formation of our Company
As on the date of this Prospectus, except for Chetan N Thadeshwar, Mamta C Thadeshwar, Viraj C Thadeshwar
and Balraj C Thadeshwar, who are the Promoters of our Company, none of our other Directors, Key Managerial
Personnel and Senior Management Personnel are interested in the promotion and formation of our Company.
Interest in immovable property
Our Directors do not have any interest in any immovable property acquired or proposed to be acquired by or of
our Company except as mentioned below:
Our Company has provided rent free accommodation to our Chairman & Managing Director, Chetan N
Thadeshwar, our Non-Executive Director, Mamta C Thadeshwar, Executive Director & Chief Executive Officer,
Viraj C Thadeshwar and Whole Time Director & Chief Operating Officer, Balraj C Thadeshwar at the immovable
properties owned by our Company located at C-6101/6102/6201 and 6202, C Wing World View, Lodha World
218Towers, S B Marg, Lower Parel, Mumbai- 400013, Maharashtra, India.
Our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of
building or supply of machinery.
Business interest
Except as stated in “Restated Financial Information – Note 33 – Related Party Transactions” on page 271 and
as disclosed in this section, our Directors do not have any other interest in our business.
Loans to Directors
As on the date of this Prospectus, no loans have been availed by our Directors from our Company. However, some
of our Directors, namely Chetan N Thadeshwar, Mamta C Thadeshwar, Viraj C Thadeshwar and Balraj C
Thadeshwar have from time to time extended unsecured loans to our Company and are interested to the extent of
repayment of such amounts. For further details see, “Financial Indebtedness” on page 293 of this Prospectus.
Confirmations
Our Directors are not, and have not, during the five (5) years preceding the date of this Prospectus, been on the
board of any listed company whose shares have been or were suspended from being traded on any stock
exchange(s) during their term of directorship in such company.
None of our Directors have been or are directors on our board of listed companies which have been or were
delisted from any stock exchange(s) during their term of directorship in such company.
None of our Directors have been declared a fugitive economic offender in accordance with the Fugitive Economic
Offenders Act, 2018.
None of our Directors have been identified as Wilful Defaulters or a Fraudulent Borrower, as defined under the
RBI guidelines/master circulars on Wilful Defaulters and Fraudulent Borrowers.
No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce
him to become or to help him qualify as a Director, or otherwise for services rendered by him or by the firm, trust
or company in which he is interested, in connection with the promotion or formation of our Company.
No nominee directors have been appointed on the Board of Directors of the Company on behalf of any
shareholders or any other person.
Changes to our Board in the last three years
Except as mentioned below, there have been no changes in our Directors in the last three (3) years:
Name of Director Date of Change Reasons
Chetan N Thadeshwar November 22, 2024 Redesignated as Chairman & Managing Director
Mamta C Thadeshwar November 21, 2024 Redesignated as Non-Executive Director
Viraj C Thadeshwar November 22, 2024 Redesignated as Executive Director & Chief
Executive Officer
Balraj C Thadeshwar November 22, 2024 Redesignated as Whole Time Director & Chief
Operating Officer
Nitesh Mahendra Kothari November 22, 2024 Appointed as an Independent Director
Anilkumar Mohanraj Marlecha November 22, 2024 Appointed as an Independent Director
Radhamanalan November 22, 2024 Appointed as an Independent Director
Sejal Vishek Jain November 22, 2024 Appointed as an Independent Director
Sejal Vishek Jain December 18, 2024 Resignation due to pre occupation.
Ruchika Agarwal December 20, 2024 Appointed as an Independent Director
Corporate Governance
219The 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 requirements for 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.
As on the date of filing this Prospectus, our Company currently has eight (8) Directors on our Board, including
one (1) Managing Director, one (1) Whole Time Director, one (1) Executive Director, one (1) Non-Executive
Director and four (4) Independent Directors, out of which two (2) are Women Directors.
Committees of our Board
The corporate governance provisions of the SEBI Listing Regulations will be applicable to us immediately upon
the listing of the Equity Shares on the Stock Exchanges. In terms of the SEBI Listing Regulations and the
provisions of the Companies Act, our Company has constituted the following below mentioned Board committees.
In addition to these, our Board may from time to time, constitute committees for various functions.
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee; and
(d) Corporate Social Responsibility Committee.
For the purposes of this Issue, our Board has also constituted an IPO Committee
(a) Audit Committee
The Audit Committee was constituted by a resolution of our Board dated December 31, 2024. It is in compliance
with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The current
constitution of the Audit committee is as follows:
Name of Director Position in the Committee Designation
Nitesh Mahendra Kothari Chairperson Independent Director
Anilkumar Mohanraj Marlecha Member Independent Director
Chetan N Thadeshwar Member Chairman & Managing Director
The Company Secretary of our Company shall serve as the secretary of the Audit Committee.
The scope and function of the Audit Committee, adopted pursuant to a resolution of our Board dated December
31, 2024, is in accordance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing
Regulations. Its terms of reference are as follows:
Powers of Audit Committee
The Audit Committee shall have powers, including the following:
1. to investigate any activity within its terms of reference;
2. to seek information from any employee;
3. to obtain outside legal or other professional advice;
4. to secure attendance of outsiders with relevant expertise, if it considers necessary; and
5. such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
Role of Audit Committee
The role of the Audit Committee shall include the following:
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.
2202. Recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment
of statutory auditors of the Company and the fixation of the audit fee.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Formulation of policy on related party transactions, which shall include materiality of related party
transactions;
5. reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company
or its subsidiary pursuant to each of the omnibus approvals given;
6. Examining and Reviewing, with the management, the annual financial statements before submission to the
board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the
Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Modified opinion(s) in the draft audit report;
7. Reviewing, with the management, the quarterly and half yearly financial statements before submission to
the board for approval;
8. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilisation of proceeds of a public or rights issue or preferential issue or qualified institutions
placement, and making appropriate recommendations to the board to take up steps in this matter;
9. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
10. Approval 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 subject to such
conditions as may be prescribed;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc)
of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act,
2013.
11. Scrutiny of inter-corporate loans and investments;
12. Valuation of undertakings or assets of the Company, wherever it is necessary;
13. Evaluation of internal financial controls and risk management systems;
14. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
15. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
22116. Discussion with internal auditors of any significant findings and follow up there on;
17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board;
18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;
19. recommending to the board of directors the appointment and removal of the external auditor, fixation of
audit tees and approval for payment for any other services;
20. 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;
21. To review the functioning of the whistle blower mechanism;
22. monitoring the end use of funds raised through public offers and related matters;
23. overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee
directly hearing grievances of victimization of employees and directors, who used vigil mechanism to
report genuine concerns in appropriate and exceptional cases;
24. approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate;
25. Carrying out any other function as is mentioned in the terms of reference of the audit committee;
26. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding ₹100 crore or 10% of the asset size of the subsidiary, whichever is lower including
existing loans / advances / investments existing;
27. reviewing the utilization of loans and/or advances from/investment by the holding company in the
subsidiary exceeding ₹ 1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower
including existing loans /advances/investments existing
28. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its shareholders;
29. carrying out any other functions required to be carried out as per the terms of reference of the Audit
Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended
from time to time;
30. to review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for
internal control under the said regulations are adequate and are operating effectively;
31. Such roles as may be prescribed under the Companies Act, SEBI Listing Regulations and other applicable
provisions; and
32. Approve all related party transactions and subsequent material modifications;
222Carrying out any other function as may be required / mandated as per the provisions of the Companies Act,
the SEBI Listing Regulations and/or any other applicable laws and meet four times in a financial year and
not more than one hundred and twenty days shall elapse between two consecutive meetings;
33. The Audit Committee shall mandatorily review the following information:
a) Management discussion and analysis of financial condition and results of operations;
b) Management letters/letters of internal control weaknesses issued by the statutory auditors,
c) Internal audit reports relating to internal control weaknesses;
d) The appointment, removal and terms of remuneration of the chief internal auditor,
e) Statement of deviations in terms of the SEBI Listing Regulations:
• quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) where the Equity Shares are proposed to be listed in terms of Regulation
32(1) of the SEBI Listing Regulations; and
• annual statement of funds utilised for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.
f) review the financial statements, in particular, the investments made by any unlisted subsidiary.
(b) Nomination and Remuneration Committee
The Nomination and Remuneration committee was constituted dated December 31, 2024. The Nomination and
Remuneration Committee is in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI
Listing Regulations. The current constitution of the Nomination and Remuneration committee is as follows:
Name of Director Position in the Committee Designation
Radhamanalan Chairperson Independent Director
Nitesh Mahendra Kothari Member Independent Director
Mamta C Thadeshwar Member Non-Executive Director
The scope and function of the Nomination and Remuneration Committee, adopted pursuant to a resolution of our
Board dated December 31, 2024, is in accordance with Section 178 of the Companies Act, read with Regulation
19 of the SEBI Listing Regulations. Its terms of reference are as follows:
1. 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 other employees.
2. The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:
(a) 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;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and
(c) 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;
3. Formulation of criteria for evaluation of independent directors and the Board;
4. Devising a policy on Board diversity;
5. Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the Board their appointment and removal and
carrying out evaluation of every director’s performance (including independent director);
2236. Analysing, monitoring and reviewing various human resource and compensation matters;
7. Deciding whether to extend or continue the term of appointment of the independent director, on the basis of
the report of performance evaluation of independent directors;
8. Recommending to the board, all remuneration, in whatever form, payable to senior management and other
staff, as deemed necessary;
9. Reviewing and approving the Company's compensation strategy from time to time in the context of the then
current Indian market in accordance with applicable laws;
10. Perform such functions as are required to be performed by the compensation committee under the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if
applicable;
11. Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee
as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time
to time;
12. Determining the Company’s policy on specific remuneration packages for Whole Time Directors including
pension rights and any compensation payment, and determining remuneration packages of such directors;
13. Reviewing and approving the Company’s compensation strategy from time to time in the context of the then
current Indian market in accordance with applicable laws;
14. 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) Regulations, 2014, if applicable;
15. Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:
(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as
applicable; and
16. Administering monitoring and formulating detailed terms and conditions the employee stock option scheme
plan approved by the Board and the members of the Company in accordance with the terms of such
scheme/plan (“ESOP Scheme”), if any.
17. Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the
Company and eligible employees under the ESOP Scheme, and prescribing, amending and/ or rescinding
rules and regulations relating to the administration of the ESOP Scheme;
18. Perform such other activities as may be delegated by the Board or specified/ provided under the Companies
Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other
applicable law or regulatory authority.
19. 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:
224(a) use the services of an external agencies, if required;
(b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(c) consider the time commitments of the candidates.
20. Perform such other activities as may be delegated by the Board or specified/ provided under the Companies
Act, to the extent notified and effective, as amended or by the SEBI Listing Regulations, as amended or by
any other applicable law or regulatory authority. The Nomination and Remuneration Committee is required
to meet at least once in a financial year under Regulation 19(3A) of the SEBI Listing Regulations.
(c) Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated December 31,
2024. The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act and
Regulation 20 of the SEBI Listing Regulations. The current constitution of the Stakeholders’ Relationship
Committee is as follows:
Name of Director Position in the Committee Designation
Dr. Ruchika Agarwal Chairperson Independent Director
Radhamanalan Member Independent Director
Balraj C Thadeshwar Member Whole-Time Director & Chief Operating Officer
The scope and function of the Stakeholders’ Relationship Committee, adopted pursuant to a resolution of our
Board dated December 31, 2024, is in accordance with Regulation 20 of the SEBI Listing Regulations. Its terms
of reference are as follows:
1. Considering and specifically looking into various aspects of interest of shareholders, debenture holders and
other security holders;
2. Resolving the grievances of the security holders of the listed entity including complaints related to transfer
of shares or debentures, including non-receipt of share or debenture certificates and review of cases for
refusal of transfer / transmission of shares and debentures, non-receipt of annual report or balance sheet,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting
with quarterly reporting of such complaints;
3. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,
debentures, or any other securities;
4. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-
materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the
requirements related to shares, debentures and other securities from time to time;
5. Review of measures taken for effective exercise of voting rights by members;
6. Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the registrar and share transfer agent of the Company and to recommend measures for overall
improvement in the quality of investor services;
7. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-
materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the
requirements related to shares, debentures and other securities from time to time;
8. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the company; and
2259. Carrying out such other functions as may be specified by the Board from time to time or specified/provided
under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority. The
Stakeholders’ Relationship Committee is required to meet at least once in a financial year under Regulation
20(3A) of the SEBI Listing Regulations.
(d) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted on December 23, 2023 and re-constituted by a
resolution of our Board December 31, 2024. The current constitution of the Corporate Social Responsibility
committee is as follows:
Name of Director Position in the Committee Designation
Chetan N Thadeshwar Chairperson Chairman & Managing Director
Viraj C Thadeshwar Member Executive Director & Chief Executive Officer
Dr. Ruchika Agarwal Member Independent Director
The scope and function of the Corporate Social Responsibility Committee, adopted pursuant to a resolution of our
Board dated December 31, 2024, is in accordance with Section 135 of the Companies Act. Its terms of reference
are as follows:
1. Formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate the
activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, and the rules
made thereunder, as amended, monitor the implementation of the same from time to time, and make any
revisions therein as and when decided by the Board;
2. Identify corporate social responsibility policy partners and corporate social responsibility policy
programmes;
3. Review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a)
and the distribution of the same to various corporate social responsibility programs undertaken by the
Company;
4. Delegate responsibilities to the corporate social responsibility team and supervise proper execution of all
delegated responsibilities;
5. Review and monitor the implementation of corporate social responsibility programmes and issuing necessary
directions as required for proper implementation and timely completion of corporate social responsibility
programmes;
6. Providing explanation to the Board if the Company fails to spend the prescribed amount within the financial
year;
7. Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of
the Board or as may be directed by the Board, from time to time,
Exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms
of the provisions of Section 135 of the Companies Act
226Management Organisation Chart
227Key Management Personnel
The details of our Key Managerial Personnel, in addition to our Directors whose details are provided in “Brief
profiles of Directors” on page 211 are as follows:
Ritesh Ashokkumar Doshi is the Chief Financial Officer of our Company. He has been associated with our
Company since January 01, 2019 and designated as Chief Financial Officer of our Company since November 21,
2024. He is responsible for day-to-day accounting, financing, banking and taxation related matters in our
Company. He is a member of Institute of Chartered Accountants of India and holds a bachelor’s degree in
commerce from University of Mumbai. He has more than eleven (11) years of experience in the field of finance
and accounts. Prior to joining our Company, he was associated with M/s Chaturvedi Sohan & Co., Chartered
Accountants. He received a gross compensation of ₹ 0.96 million from our Company in Fiscal 2025.
Rachit S Sinha is the Company Secretary and the Compliance Officer of our Company. He has been associated
with our Company since November 21, 2024. He is a member of Institute of Company Secretaries of India. He
holds a bachelor’s degree in commerce from University of Mumbai. He is managing our Company's compliance
and legal functions. He has over four (4) years of experience. Previously, he has worked with Multi Commodity
Exchange Clearing Corporation Limited, Cargotech India Private Limited, Everest Industries Limited and
National Stock Exchange of India Limited. He received a gross compensation of ₹ 0.43 million from our Company
in Fiscal 2025.
Senior Management Personnel
The details of our Senior Management Personnel are as follows:
Chetan R Parmar is the Inventory Head of our Company. He has been associated with our Company since 2009.
He looks after inventory control, inventory management and inventory tracking in our Company. He has over
sixteen (16) years of experience. He received a gross compensation of ₹ 0.78 million from our Company for the
Fiscal 2025.
Chintan Naishadh Pandya is the Vice President - Operations of our Company. He has been associated with our
Company since October 03, 2024. He holds a bachelor’s degree in business administration from Alagappa
University. He has over fifteen (15) years of experience and was previously associated with Glambox Xperience
and Xpositions, Kshma The Art Workshop Private Limited, Red Line Industries Limited and UBM India Private
Limited. He looks after business operations and customer relations in our Company. He received a gross
compensation of ₹ 0.59 million from our Company in Fiscal 2025.
Hemanshu N Pandya is the Procurement Head of our Company. He has been associated with our Company since
2010. He looks after handling and dealing with Karigars for jewellery order, order completion, accurate metal
distribution and jewellery quality check in our Company. He has over fifteen (15) years of experience. He received
a gross compensation of ₹ 0.76 million from our Company for the Fiscal 2025.
Hitesh Shankarlal Khandelwal is the Vice President – Sales & Marketing of our Company. He has been
associated with our Company since October 03, 2024. He holds a diploma in pharmacy from Maharashtra State
Board of Technical Education. He has over fifteen (15) years of experience and was previously associated with
Glambox Xperience and Xpositions, Gemkonnect Intenational, Idex Online India Private Limited, Shree
Ramkrishna Exports Private Limited and UBM Inida Private Limited. He looks in shaping and executing
marketing strategies in our Company. He received a gross compensation of ₹ 0.57 million from our Company in
Fiscal 2025.
Jayesh Harsukhlal Vyas is the General Manager of our Company. He has been associated with our Company
since 2009. He has passed bachelor’s degree in arts from Saurashtra University. He has over sixteen (16) years of
experience in jewellery industry. He looks to establish sales objectives, maintain sales volume and complete sales
operation requirements in our Company. He received a gross compensation of ₹ 1.02 million from our Company
for the Fiscal 2025.
Jay Dilip Satikuvar is the Head - Production of our Company. He has been associated with our Company since
October 03, 2024. He looks after production and its related responsibilities in our Company. He received a gross
compensation of ₹0.40 million from our Company in Fiscal 2025.
228Status of Key Managerial Personnel and Senior Management Personnel
All our Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company.
Relationship among Key Management Personnel Senior Management Personnel and Directors
Except as disclosed in “Relationship between our Directors and Key Managerial Personnel and Senior
Management Personnel” on page 215, none of our other Key Management Personnel, Senior Management
Personnel and Directors are related to each other.
Arrangements and understanding with major shareholders, customers and suppliers
None of our Key Managerial Personnel and Senior Management Personnel have been selected pursuant to any
arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or others.
Shareholding of the Key Management Personnel and Senior Management Personnel
Other than the shareholding of our Directors, in our Company, as specified in “Shareholding of our directors and
Key Managerial Personnel in our Company” on page 217 and as disclosed in section “Capital Structure” on page
94, none of our other Key Managerial Personnel and Senior Management Personnel hold any Equity Shares in our
Company.
Service contracts with Key Managerial Personnel and Senior Management Personnel
Our Key Managerial Personnel and Senior Management Personnel have not entered into any service contracts
with our Company.
Retirement and termination benefits
Except statutory benefits upon termination of their employment in our Company or superannuation, none of our
Key Managerial Personnel and Senior Management Personnel is entitled to any benefit upon termination of
employment or superannuation.
Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management
Personnel
As on the date of this Prospectus, there is no contingent or deferred compensation which accrued to our Key
Managerial Personnel and Senior Management Personnel for Fiscal 2024, which does not form part of their
remuneration for such period.
Attrition rate of Key Managerial Personnel and Senior Management Personnel
Since the Company has appointed KMPs and SMPs in Fiscal 2025, there has been no attrition and no KMPs and
SMPs have left the Company. For further details see Risk Factor-24- “We may be unable to attract and retain
employees with the requisite skills, expertise and experience, which would adversely affect our operations,
business growth and financial results”, and Risk Factor-49- “We are dependent on our Promoters for functioning
of our business and we believe that our senior management team and other Key Managerial Personnel are critical
to our continued success and we may be unable to attract and retain such personnel in the future”, on page 51 and
65 of this Prospectus respectively.
Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Personnel
Our Company has no bonus or profit-sharing plan in which the Key Managerial Personnel and Senior Management
Personnel participate.
Interest of our Key Management Personnel and Senior Management Personnel
Our Key Managerial Personnel and Senior Management Personnel are interested in our Company only to the
extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and
reimbursement of expenses incurred by them during the ordinary course of their service. The Whole Time
229Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions
in respect of Equity Shares held in our Company, if any.
There is no conflict of interest between our Key Managerial Personnel and Senior Management Personnel and the
suppliers of raw materials and third-party service providers, which are crucial for the operations of our Company.
There is no conflict of interest between our Key Managerial Personnel and Senior Management Personnel and
lessors of the immovable properties, which are crucial for the operations of our Company.
Changes in the Key Management Personnel and Senior Management Personnel in last three years
Except as mentioned below, and as specified in “Our Management - Changes to our Board in the last three years”
on page 219, and as mentioned below, there have been no changes in the Key Managerial Personnel and Senior
Management Personnel in the last three (3) years:
Name Date of change Reason
Rachit S Sinha November 21, 2024 Appointed as Company Secretary and the
Compliance Officer
Ritesh Ashokkumar Doshi November 21, 2024 Re- designated as Chief Financial Officer
Chetan R Parmar November 21, 2024 Re-designated as Inventory Head
Hemanshu N Pandya November 21, 2024 Re-designated as Procurement Head
Jay Dilip Satikuvar November 21, 2024 Re-designated as Head - Production
Chintan Naishadh Pandya October 03, 2024 Appointed as Vice President - Operations
Hitesh Shankarlal October 03, 2024 Appointed as Vice President – Sales &
Khandelwal Marketing
Jay Dilip Satikuvar October 03, 2024 Appointed as Head – Production
Employee Stock Option Plan
As on the date of this Prospectus, our Company does not have any employee stock option plan.
Payment or benefits to the Key Management Personnel and Senior Management Personnel (non-salary
related)
No non-salary related amount or benefit has been paid or given within the two (2) years preceding the date of
this Prospectus or is intended to be paid or given to any officer of our Company, including our Directors, Key
Managerial Personnel and Senior Management Personnel.
230OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
As on the date of this Prospectus, the Promoters of our Company are Chetan N Thadeshwar, Mamta C Thadeshwar,
Viraj C Thadeshwar and Balraj C Thadeshwar.
As on the date of this Prospectus, our Promoters, in aggregate, hold 7,21,29,680 Equity Shares of face value of ₹
10 each in our Company, representing 99.99 % of the pre-Issue issued, subscribed and paid-up Equity Share capital
of our Company.
For further details, please see “Capital Structure – Details of Shareholding of our Promoters and members of the
Promoter Group in the Company – Build-up of the Promoters’ shareholding in our Company” on page 97.
Details of our Promoters are as follows:
Chetan N Thadeshwar
Chetan N Thadeshwar, aged 59 years, is one of our Promoters and
is also the Chairman & Managing Director of our Company. For
the complete profile of Chetan N Thadeshwar, i.e., his date of birth,
residential address, professional experience, business, and other
activities positions and other directorships, see “Our Management”
on page 211.
His permanent account number is AAAPT8723D.
Mamta C Thadeshwar
Mamta C Thadeshwar, aged 56 years, is one of our Promoters and
is also the Non-Executive Director of our Company. For the
complete profile of Mamta C Thadeshwar, i.e., her date of birth,
residential address, and other directorships, see “Our Management”
on page 211.
Her permanent account number is ACAPT2539H.
231Viraj C Thadeshwar
Viraj C Thadeshwar, aged 34 years, is one of our Promoters and is
also the Executive Director & Chief Executive Officer (CEO) of
our Company. For the complete profile of Viraj C Thadeshwar, i.e.,
his date of birth, residential address, professional experience, and
other directorships, see “Our Management” on page 211.
His permanent account number is AHLPT4923D.
Balraj C Thadeshwar
Balraj C Thadeshwar, aged 30 years, is one of our Promoters and is
also the Whole-time Director & Chief Operating Officer (COO) of
our Company. For the complete profile of Balraj C Thadeshwar,
i.e., his date of birth, residential address, educational qualifications,
professional experience, and other directorships, see “Our
Management” on page 211.
His permanent account number is AQFPT4827K.
Our Company confirms that the permanent account number, bank account numbers, passport number, aadhaar
card number and driving license number, as applicable, of our Promoters have been submitted to Stock Exchanges
at the time of filing of the Draft Red Herring Prospectus.
Change in control of our Company
There has not been any change in the control of our Company in the five (5) years immediately preceding the date
of this Prospectus.
Interest of Promoters and common pursuits
Our Promoters are interested in our Company to the extent (i) that they are promoters our Company; (ii) they along
with their relatives and the entities which form part of the Promoter Group, hold Equity Shares in our Company
and to the extent of any dividends and distributions declared thereon; (iii) any other distributions in respect of their
respective shareholding in our Company. For details of the shareholding of our Promoters and members of the
Promoter Group in our Company, please refer to the section titled “Capital Structure – Shareholding of our
Promoters and members of the Promoter Group” on page 104.
Our Promoters may also be interested in our Company as the Director of the Board and may be deemed to be
interested in the terms of their appointment as such, including in relation to benefits, remuneration, reimbursement
of expenses, etc. For further details, see “Our Management” on page 211.
Our Promoters, namely Chetan N Thadeshwar, Mamta C Thadeshwar and Viraj C Thadeshwar have also extended
personal guarantees in favour of our lenders to secure the borrowings availed by our Company and may be deemed
to be interested to that extent. For further details in relation to the borrowings by our Company, see “Financial
Indebtedness” on page 293.
232Our Promoters, namely Chetan N Thadeshwar, Mamta C Thadeshwar, Viraj C Thadeshwar and Balraj C
Thadeshwar have from time to time extended unsecured loans to our Company and are interested to the extent of
repayment of such amounts. For further details see, “Financial Indebtedness” on page 293 of this Prospectus.
Except as disclosed below, our Promoters do not have any interest, whether direct or indirect, in any property
acquired or proposed to be acquired by our Company within the preceding three (3) years from the date of this
Prospectus or in any transaction by our Company for acquisition of land, construction of building or supply of
machinery, or other such transaction:
Our Company has provided rent free accommodation to our Promoters, Chetan N Thadeshwar, Mamta C
Thadeshwar, Viraj C Thadeshwar and Balraj C Thadeshwar at the immovable properties owned by our Company
located at C-6101/6102/6201 and 6202, C Wing World View, Lodha World Towers, S B Marg, Lower Parel,
Mumbai- 400013, Maharashtra, India.
Except in the ordinary course of business and as stated in the “Restated Financial Information - Note 33: Related
Party Disclosures” on page 271, our Company has not entered into any contract, agreements or arrangements in
which our Promoter is directly or indirectly interested, and no payments have been made to our Promoter in respect
of the contracts, agreements or arrangements which are proposed to be made with it.
No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters
are interested as a member, in cash or shares or otherwise by any person either to induce them to become or qualify
them as a director or Promoters or otherwise for services rendered by our Promoters or by such firm or company
in connection with the promotion or formation of our Company.
There is no conflict of interest between our Promoters and the suppliers of raw materials and third-party service
providers, which are crucial for the operations of our Company.
There is no conflict of interest between our Promoters and lessors of the immovable properties, which are crucial
for the operations of our Company.
Payment or benefits to our Promoters or to the members of our Promoter Group
Except in the ordinary course of business and as disclosed herein and as stated in “Restated Financial Information”
on page 238, there has been no payment or benefits by our Company to our Promoters or any of the members of
the Promoter Group during the two (2) years preceding the date of this Prospectus nor is there any intention to pay
or give any benefit to our Promoters or Promoter Group as on the date of this ed Herring Prospectus.
Companies or firms with which our Promoters have disassociated in the last three years
Our Promoters have not disassociated themselves from any companies or firms during the three years immediately
preceding the date of this Prospectus.
Experience of our Promoters in the business of our Company
For details in relation to experience of our Promoters in the business of our Company, see “Our Business” and
“Our Management” on pages 172 and 211, respectively.
Material Guarantees given by our Promoter to third parties with respect to Equity Shares
Our Promoters have not given any material guarantees to any third parties with respect to the Equity Shares as on
the date of this Prospectus. For details of our borrowings, see “Financial Indebtedness” on page 293.
Confirmations
Our Promoters and members of our Promoter Group have not been declared 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 Reserve Bank of India.
Our Promoters and members of our Promoter Group have not been prohibited from accessing or operating in
capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.
233Our Promoters are not and have never been promoter, director or person in control of any other company which
is prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any
other regulatory or governmental authority.
Our Promoters and members of our Promoter Group have not been declared Fugitive Economic Offenders.
For details in relation to legal proceedings involving our Promoters, please see “Outstanding Litigation and
Material Development – Litigation Involving our Promoters” on page 329.
For other relevant confirmations in relation to our Promoter and members of our Promoter Group, please see
“Other Regulatory and Statutory Disclosures” on page 338.
Our Promoter Group
In addition to the Promoters named above, the following individual and entities that form part of the Promoter
Group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:
A. Immediate relatives of our Promoters
The individuals forming a part of our Promoter Group are as follows:
Name of the Promoter Name of the Relative Relationship with the Promoter
Natwarlal Kanji Thadeshwar Father
Rasilaben Natwarlal Thadeshwar Mother
Mamta C Thadeshwar Spouse
Pankaj Natwarlal Thadeshwar Brother
Bharti Paresh Bhrahmabhatt Sister (s)
Chetan N Thadeshwar Bhavna Uday Panchamiya Sister (s)
Viraj C Thadeshwar Son (s)
Balraj C Thadeshwar Son (s)
Girish Bhagvandas Soni Spouse’s Brother
Kirit Bhagvandas Soni Spouse’s Brother
Bhavna Sudhir Dhank Spouse’s Sister
Chetan N Thadeshwar Spouse
Girish Bhagvandas Soni Brother (s)
Kirit Bhagvandas Soni Brother (s)
Bhavna Sudhir Dhank Sister (s)
Viraj C Thadeshwar Son (s)
Mamta C Thadeshwar Balraj C Thadeshwar Son (s)
Natwarlal Kanji Thadeshwar Spouse’s Father
Rasilaben Natwarlal Thadeshwar Spouse’s Mother
Pankaj Natwarlal Thadeshwar Spouse’s Brother
Bharti Paresh Bhrahmabhatt Spouse’s Sister
Bhavna Uday Panchamiya Spouse’s Sister
Chetan N Thadeshwar Father
Mamta C Thadeshwar Mother
Nillu Manakchand Rathod Spouse
Balraj C Thadeshwar Brother
Viraj C Thadeshwar Pia Viraj Thadeshwar Daughter
Manakchand Pukhraj Rathod Spouse’s Father
Varsha Manakchand Rathod Spouse’s Mother
Adish Manakchand Rathod Spouse’s Brother
Kartik Rathod Spouse’s Brother
Chetan N Thadeshwar Father
Mamta C Thadeshwar Mother
Nikita Rakesh Sharma Spouse
Balraj C Thadeshwar Viraj C Thadeshwar Brother
Rakessh Sharma Spouse’s Father
Mamta Rakesh Sharma Spouse’s Mother
Navneet Rakesh Sharma Spouse’s Brother
234B. The entities forming a part of our Promoter Group
The entities forming a part of our Promoter Group are as follows:
1. Chetan Natawarlal HUF Thadeswar
2. Viraj Chetan Thadeshwar HUF
3. Natwarlal Kanji Thadeswar HUF
4. Ziya Jewels
5. Dollops Digital Private Limited
6. MHST India Private Limited
7. Dhalop Chemicals Private Limited
8. Sanchi Organics Private Limited
9. Mindspark Matchmakers Private Limited
10. Oswal Udhyog
11. Adish Manakchand Rathod HUF
12. P B Brahmbhatt HUF
13. Manakchand P Rathod HUF
14. Pankaj N Thadeshwar HUF
15. Uday Tarun Panchamiya HUF
235OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, the term ‘group companies’ of our Company shall include
(i) the companies (other than promoters(s) and our Subsidiaries) with which there were related party
transactions, in accordance with Ind AS 24, as disclosed in the Restated Financial Information; and
(ii) such other companies as considered ‘material’ by our Board pursuant to the materiality policy.
In terms of the SEBI ICDR Regulations and in terms of the policy of materiality defined by the Board pursuant to
its resolution dated August 12, 2025 our Group Companies include:
(i) Above, all such companies (other than our Promoters and Subsidiaries) with which the Company had related
party transactions during the period covered in the Restated Financial Information included in the offer
documents, as covered under the applicable accounting standards, shall be considered as ‘group companies of
the Company.
(ii) The companies considered material by our Board and to be disclosed as group companies
Accordingly, based on the parameters outlined above as on the date of this Prospectus, our Company does not
have any group companies.
236DIVIDEND POLICY
The Board of Directors at its meeting held on December 31, 2024 has adopted a dividend distribution policy. The
declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and
approved by our Shareholders, at their discretion, in accordance with provisions of our Articles of Association and
applicable law, including the Companies Act (together with applicable rules issued thereunder).
Any future determination as to the declaration and payment of dividends will be at the discretion of our Board and
will depend on factors including but not limited to our Board deems relevant, including among others, our
contractual obligations, applicable legal restrictions, results of operations, financial condition, revenues, profits,
over financial condition, capital requirements and business prospects. In addition, the dividend, if any, will also
depend on a number of external factors including but not limited to applicable laws and regulations including
taxation laws, economic conditions, prevalent market practices, and technological changes.
In addition, our ability to pay dividends may be impacted by a number of other factors, including restrictive
covenants under our current or future loan or financing documents. For more information on restrictive covenants
under our current loan agreements, see “Financial Indebtedness” on page 293. Our Company may pay dividend
by cheque, or electronic clearance service, as will be approved by our Board of Directors in the future. Our Board
of Directors may also declare interim dividend from time to time.
The details of dividend for the last three Fiscals and from April 1, 2025, till date of this Prospectus are set out in
the following table:
Preference Shares
9% Non – Cumulative Non – Convertible Redeemable Preference shares (“9% Preference Shares”)
Our Company has redeemed 2,31,374 9% Preference Shares during the Fiscal 2024. For details, see “Capital
Structure” on page 97.
(in millions)
Particulars April 1, 2025 Fiscal 2025 Fiscal 2024* Fiscal 2023
until the date
of this
Prospectus
Number of 9% Preference Nil Nil Nil 171,440
Share
Face value of 9% Preference Nil Nil Nil 10.00
Share (in ₹ per Preference
S hare)
Amount of dividend Nil Nil 10.38 7.71
Rate of dividend (%) Nil Nil 9% 9%
Tax Deducted at Source (%) Nil Nil 10% 10%
Mode of payment of dividend Nil Nil Bank Transfer Bank Transfer
*All outstanding preference shares were redeemed w.e.f. on March 26, 2024
#As certified by our Statutory Auditor, M/s T R Chadha & Co LLP., Chartered Accountants pursuant to their certificate dated
September 01, 2025.
The amount paid as dividends in the past is not necessarily indicative of our dividend policy of our Company or
dividend amount, if any, in the future and there is no guarantee that any dividends will be declared or paid or that
the amount thereof will not be decreased in future. The amount paid as dividends in the past is not necessarily
indicative of our dividend policy or dividend amount, if any, in the future and there is no guarantee that any
dividends will be declared or paid or that the amount thereof will not be decreased in future. For details in relation
to the risk involved, see “Risk Factor- 55- Our ability to pay dividends in the future will depend upon our future
earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive
covenants in our financing arrangements.” on page 67.
237SECTION V: FINANCIAL INFORMATION
RESTATED FINANCIAL INFORMATION
[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]
238INDEPENDENT AUDITOR'S EXAMINATION REPORT ON RESTATED
FINANCIAL INFORMATION
To
The Board of Directors
Shringar House of Mangalsutra Limited
(Formerly known as Shringar House of Mangalsutra Private Limited)
Mumbai – 400 002 Maharashtra.
Dear Sirs,
1. We have examined the attached Restated Financial Information of Shringar House of Mangalsutra Limited
formerly known as Shringar House of Mangalsutra Private Limited (the “Company” or “Issuer”)
comprising the Restated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and 2023,
the Restated Statements of Profit and Loss (including other comprehensive income), the Restated Statement
of Changes in Equity, the Restated Cash Flow Statement for the years ended March 31, 2025, 2024 and 2023
and related notes, including the Summary Statement of Significant Accounting Policies, and other
explanatory information (collectively, the “Restated Financial Information”), as approved by the Board of
Directors of the Company at their meeting held on July 19, 2025 for the purpose of inclusion in the Red
Herring Prospectus (“RHP”) and the prospectus prepared by the Company in connection with its proposed
initial public offer of equity shares (“IPO”) prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ("ICDR Regulations");
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”);
and
d) E-mail dated 28 October 2021 from Securities and Exchange Board of India (“SEBI”) to
Association of Investment Bankers of India, instructing lead managers to ensure that companies
provide Financial statements prepared in accordance with Indian Accounting Standards (Ind-AS)
for all the three years (hereinafter referred to as the “the SEBI e-mail”).
2. The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information
for the purpose of inclusion in the RHP/Prospectus to be filed with Securities and Exchange Board of India,
and BSE Limited and National Stock Exchange of India Limited relevant stock exchanges where the equity
shares of the Company are proposed to be listed (“Stock Exchanges”), in connection with the proposed
IPO. The Restated Financial Information have been prepared by the management of the Company on the
basis of preparation stated in Note 2.1 to the Restated Financial Information. The responsibility of the board
of directors of the Company includes designing, implementing and maintaining adequate internal control
relevant to the preparation and presentation of the Restated Financial Information. The board of directors
are also responsible for identifying and ensuring that the Company complies with the Act, ICDR
Regulations and the ICAI Guidance Note, read with the SEBI e-mail, as applicable.
3. We have examined such Restated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated April, 26, 2024 in connection with the proposed IPO of equity shares of the
Company;
b) The ICAI Guidance Note also requires that we comply with the ethical requirements of the Code of
Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of
evidence supporting the Restated Financial Information in accordance with the Guidance Note on
Reports in Company Prospectuses (Revised 2019) and other applicable authoritative pronouncements
issued by the Institute of Chartered Accountants of India; and
d) The requirements of Section 26 of the Act and the ICDR Regulations.
239Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance
with the Act, the ICDR Regulations, the Guidance Note and the SEBI e-mail in connection with the
proposed IPO.
4. These Restated Financial Information have been compiled by the management of the Company from:
(a) The Audited Ind AS Financial Statements of the Company as at and for the year ended March 31, 2025
and March 31, 2024 prepared in accordance with the Indian Accounting Standards (referred to as “Ind
AS”) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards)
Rules 2015, as amended, and other accounting principles generally accepted in India, which have been
approved by the Board of Directors at their meeting held on July 19, 2025 and September 28, 2024
respectively.
(b) The Audited Special Purpose Ind AS Financial Statements as at and for the year ended March 31, 2023
is prepared by the management of the Company in accordance with Indian Accounting Standards (Ind
AS), specified under section 133 of the Act and other accounting principles generally accepted in India
(the “Special Purpose Ind AS Financial Statements”) which have been approved by the Board of
Directors in their meeting held on December 31, 2024.
5. We have audited the Special Purpose Ind AS Financial Statements of the Company as at and for the years
ended March 31, 2023, prepared by the Company in accordance with the Indian Accounting Standards (Ind
AS) specified under section 133 of the Act read with ICAI’s Guidance Note on Reports in Company
Prospectuses and other accounting principles generally accepted in India, for the limited purpose of
complying with the requirement of the Financial Statements being audited by an audit firm holding a valid
peer review certificate issued by the “Peer Review Board” of the ICAI as required by ICDR Regulations in
relation to proposed IPO and for complying with the requirements of the e-mail dated October 28, 2021
from Securities and Exchange Board of India (“SEBI”) to Association of Investment Bankers of India,
instructing lead managers to ensure that companies provide Financial Statements prepared in accordance
with Indian Accounting Standards (Ind-AS) for all the three years (hereinafter referred to as the “the SEBI e-
mail”) that has been received by us through the book running lead manager appointed in connection with
the IPO.
6. For the purpose of our examination, we have relied on:
(a) Auditors’ reports issued by us dated July 19, 2025 on the Ind AS Financial Statements of the Company
as at and for the year ended March 31, 2025;
(b) The audited Ind AS Financial Statements of the Company as at and for the year ended March 31, 2024,
prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed
under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as
amended, and other accounting principles generally accepted in India, which have been approved by
the Board of Directors at their meeting held on September 28, 2024.
(c) Auditors’ reports issued by us dated December 31, 2024 on the Special Purpose Ind AS Financial
Statements of the Company as at and for the year ended March 31, 2023 as referred in Paragraph 5
above.
The audit reports on the Special Purpose Ind AS Financial Statements as at and for the year ended March
31, 2023 issued by us contained the following Emphasis of Matter and Other Matter paragraphs:
As at and for the year ended 31 March 2023:
Emphasis of Matter
We draw attention to Note No. 2.1 to the Special Purpose Ind AS Financial Statements, which describes the
basis of preparation in accordance with the measurement and recognition principles of Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended
from time to time)
Our opinion is not modified in respect of the above matter.
240Other Matter
The statutory audit of Financial Statements of the Company as at and for the year ended March 31, 2023
which was prepared in accordance with the Indian GAAP and approved by the Board of Directors in their
meeting held on September 26, 2023, was conducted by M/s I G Jain & Co who have expressed an
unmodified opinion thereon vide their report dated September 26, 2023. We have carried out an audit of the
Special Purpose Ind AS Financial Statements for the limited purpose of complying with the requirement
under the SEBI ICDR Regulations in respect of the Financial Statements being audited by an audit firm
holding a valid peer review certificate issued by the “Peer Review Board” of the ICAI and also for complying
with the requirements of the e-mail dated October 28, 2021 from Securities and Exchange Board of India
(“SEBI”) to Association of Investment Bankers of India, instructing lead managers to ensure that companies
provide Financial statements prepared in accordance with Indian Accounting Standards (Ind AS) for all the
three years and stub period (hereinafter referred to as the “the SEBI e-mail”).
As our audit was conducted for a specific purpose as stated in Note No. 2.1 to the Special Purpose Ind AS
Financial Statements on a date subsequent to the reporting date in respect of the year pertaining to these
Financial Statements, we were unable to carry out regular audit procedures including physical verification
of inventory, obtaining direct confirmations of balances from debtors, creditors and other parties and certain
other procedures. However, we have performed alternative procedures on these areas where we could not
perform our regular audit procedures.
Opening balance with respect to the Financial Information for the year ended March 31 2024, included in
these Special Purpose Ind AS Financial Statements, are based on audited special purpose Ind AS Financial
Statements for the year ended March 31 2023, which has been approved by the Company's Board of
Directors on December 31, 2024.
Our opinion is not modified in respect of the above matter.
Basis of Preparation and Restriction on Distribution and Use
Without modifying our opinion, we draw attention to Note No. 2.1 to these Restated Ind AS Financial
Statements, which describes the basis of preparation. The Financial Statements are prepared solely to assist
the Company to meet the requirements of preparation of the Restated Financial Information for the years
ended 31 March 2024, 31 March 2023 and 31 March 2022 as required under the SEBI ICDR Regulations.
As a result, the Restated Ind AS Financial Statements may not be suitable for another purpose. Our report
is intended solely for the Company for use in connection with the above purpose and should not be distributed
to or used by parties without our prior written consent.
7. Based on our examination and according to the information and explanations given to us, we report that the
Restated Financial Information:
(a) have been prepared after incorporating adjustments for the changes in accounting policies, material
errors and regrouping/reclassifications retrospectively for the years ended March 31, 2025, March 31,
2024 and March 31, 2023, to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for year ended March 31, 2025, read with the basis of
preparation stated in Note No. 2.1 to the Restated Financial Information.
(b) There are no modifications in the auditors’ reports on the audited Restated Ind AS Financial Statements
of the Company as at and for the years ended March 31, 2025 and March 31, 2024, audited Ind AS
Financial Statements of the Company as at and for the years ended March 31, 2025 and March 31, 2024
and the audited Special Purpose Ind AS Financial Statements of the Company for the year ended March
31, 2023 which requires any adjustment to the Restated Financial Information.
(c) do not require any adjustment for the matters included in ‘Emphasis of Matter’ and ‘Other Matter’ in
paragraph 6 above; and
(d) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note and the SEBI
e-mail.
2418. 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.
9. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the
respective dates of the reports on the audited Financial Statements mentioned in paragraph 6 above.
10. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit
reports issued by us, nor should this report be construed as a new opinion on any of the Financial Statements
referred to herein.
11. We have no responsibility to update our report for events and circumstances occurring after the date of the
report.
12. Our report is intended solely for use of the Board of Directors for inclusion in the RHP/Prospectus to be
filed with Securities and Exchange Board of India and NSE and BSE relevant 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 T R Chadha & Co LLP
Chartered Accountants
ICAI Firm Registration No. 006711N/N500028
Pramod Tilwani
Partner
Membership No. 076650
UDIN: 25076650BMJGFG1085
Place: Mumbai
Date: July 19, 2025
242Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
(All Amounts are ₹ in Millions unless otherwise stated)
Annexure I
RESTATED BALANCE SHEET AT 31ST MARCH 2025
As at As at As at
Particulars Note
31st March 2025 31st March 2024 31st March 2023
Assets
Non-Current Assets
Property, plant and equipment 3 (a) 5 0.82 31.59 35.45
Right-of-use assets 3 (b) 140.82 153.07 165.34
Investment property 3 (c) 308.21 313.51 318.83
Financial Assets
(a) Other financial assets 4 5 .57 4 .79 5 .52
Income tax assets (net) 5 4 .36 47.24 0 .67
Other non-current assets 6 - 2 .24 -
Total Non-current Assets 509.78 552.44 525.81
Current Assets
Inventories 7 2,280.59 1,438.26 1,037.59
Financial Assets
(a) Trade receivables 8 877.74 604.69 469.93
(b) Cash and cash equivalents 9 10.10 20.92 58.20
(c) Bank Balances other than cash and cash equivalents above 10 20.94 17.62 6 .27
(d) Other Financial Asset 11 9 .74 - -
Other current assets 12 48.59 16.10 17.66
Total current assets 3 ,247.70 2 ,097.59 1 ,589.65
Total Assets 3 ,757.48 2 ,650.03 2 ,115.46
Equity and Liabilities
Equity
Equity share capital 13 721.32 89.57 89.57
Other equity 14 1,287.13 1,278.90 967.66
Total Equity 2 ,008.45 1 ,368.47 1 ,057.23
Liabilities
Non-Current Liabilities
Financial Liabilities
(a) Borrowings 15 2 5.80 5 6.13 1 70.72
(b) Lease liabilities 16 8 .85 2 0.80 3 1.12
Provisions 17 4 .38 - -
Deferred tax liabilities 18 7 .31 9 .80 9 .80
Total non-current Liabilities 46.34 86.73 211.64
Current Liabilities
Financial Liabilities
(a) Borrowings 19 1,184.51 1,013.66 721.16
(b) Lease liabilities 16 11.95 10.32 8 .87
(c) Trade payables
- Total outstanding dues of micro enterprises and small enterprises 20 30.03 - -
- Total outstanding dues of creditors other than micro enterprises and small 20 404.82 92.29 29.59
enterprises
(c) Other financial liabilities 21 - - 6 .94
Other current liabilities 22 71.04 75.78 78.65
Provisions 23 0 .33 2 .78 1 .38
Total current liabilities 1 ,702.69 1 ,194.83 846.59
Total Liabilities 1 ,749.03 1 ,281.56 1 ,058.23
Total Equity and Liabilities 3 ,757.48 2 ,650.03 2 ,115.46
Basis of preparation, measurement and material accounting policies 1 - 2
As per our attached report of even date For and on Behalf of Board of Directors of
T R Chadha & Co LLP Shringar House Of Mangalsutra Limited
Chartered Accountants
Firm Registration Number : 006711N / N500028
Pramod Tilwani Chetan N. Thadeshwar Viraj C. Thadeshwar
Partner Managing Director Executive Director
Membership No. 076650 (DIN-02215281) (DIN-02240217)
Place : Mumbai Place : Mumbai Place : Mumbai
Date : July 19, 2025 Date : July 19, 2025 Date : July 19, 2025
Ritesh Doshi Rachit Sinha
Chief Financial Officer Company Secretary
M. No. 601850 M. No. A64256
Place : Mumbai Place : Mumbai
Date : July 19, 2025 Date : July 19, 2025
243Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
(All Amounts are ₹ in Millions unless otherwise stated)
Annexure II
RESTATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2025
For the year ended
Particulars Note
31st March 2025 31st March 2024 31st March 2023
Income
Revenue from operations 24 1 4,298.15 1 1,015.23 9 ,502.17
Other income 25 3 .01 1 1.85 1 0.77
Total Income 1 4,301.16 1 1,027.08 9 ,512.94
Expenses
Cost of raw material and component consumed 26 1 0,953.28 9 ,795.36 8 ,721.20
Purchases of Stock-In-Trade 27 2 ,611.51 9 33.92 2 62.66
Changes in Inventory of Finished Goods, WIP & Stock -In-Trade 28 ( 414.71) ( 383.93) ( 17.39)
Employee benefit expense 29 1 27.22 9 2.87 7 5.32
Finance costs 30 8 2.00 6 0.34 5 6.24
Depreciation 31 2 6.16 2 5.63 1 8.27
Other expenses 32 9 7.73 8 1.30 8 2.29
Total Expenses 1 3,483.20 1 0,605.49 9 ,198.59
Profit before exceptional items and tax 8 17.96 4 21.59 3 14.35
Exceptional Items - - -
Profit before tax 8 17.96 4 21.59 3 14.35
Tax expense:
Current tax 2 09.29 1 10.88 7 9.57
Earlier year taxes 34 - ( 0.28) -
Deferred tax ( 2.47) ( 0.06) 1 .20
Total Tax Expenses 2 06.82 1 10.54 8 0.77
Profit for the year 6 11.14 3 11.05 2 33.58
Other Comprehensive Income
Items that will not be reclassified to profit or loss
- Remeasurement of employee defined benefit plans 0 .05 0 .25 0 .10
- Deferred tax relating to items that will not be reclassified to profit or loss ( 0.01) ( 0.06) ( 0.02)
Other Comprehensive Income to be transferred to Other Equity for the year 0 .04 0 .19 0 .08
Total Comprehensive Income for the year 6 11.18 3 11.24 2 33.66
Earnings per equity share (nominal value ₹ 10/- per share) 35
(a) Basic (in ₹) 8 .57 4 .39 3 .29
(b) Diluted (in ₹) 8 .57 4 .39 3 .29
Basis of preparation, measurement and material accounting policies 1 - 2
As per our attached report of even date For and on Behalf of Board of Directors of
T R Chadha & Co LLP Shringar House Of Mangalsutra Limited
Chartered Accountants
Firm Registration Number : 006711N / N500028
Pramod Tilwani Chetan N. Thadeshwar Viraj C. Thadeshwar
Partner Managing Director Executive Director
Membership No. 076650 (DIN-02215281) (DIN-02240217)
Place : Mumbai Place : Mumbai Place : Mumbai
Date : July 19, 2025 Date : July 19, 2025 Date : July 19, 2025
Rachit Sinha Ritesh Doshi
Company Secretary Chief Financial Officer
M. No. A64256 M. No. 601850
Place : Mumbai Place : Mumbai
Date : July 19, 2025 Date : July 19, 2025
244Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
(All Amounts are ₹ in Millions unless otherwise stated)
Annexure III
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH 2025
(A) Equity share capital (Issued and Subscribed)
Particulars Amount
Balance as at 31st March 2022 89.57
Changes in equity share capital -
Balance as at 31st March 2023 89.57
Changes in equity share capital -
Balance as at 31st March 2024 89.57
Reissue of forfeited shares 1.50
Transfer to Capital Reserve (0.90)
Issue of Bonus Shares 6 31.16
Balance as at 31st March 2025 7 21.32
(B) Other equity
Reserves and Surplus Items of other
comprehensive income Other Equity
Particulars Remeasurement of the attributable to
Securities
Capital Reserve Retained earnings net defined benefit Equity
Premium
liability/asset
Balance as at 31st March, 2022 - 2 1.45 7 12.57 ( 0.02) 7 34.00
Profit for the year ended March 2023 - - 233.58 - 233.58
Other comprehensive income for the year - - - 0.08 0.08
Balance as at 31st March 2023 - 2 1.45 9 46.15 0.06 9 67.66
Profit for the year ended March 2024 - - 311.05 - 311.05
Other comprehensive income for the year - - - 0.19 0.19
Redemption of Preference Shares - - - - -
Balance as at 31st March 2024 - 2 1.45 1 ,257.20 0.25 1 ,278.90
Profit for the year ended March 2025 - - 611.14 - 611.14
Other comprehensive income for the year - - - 0.04 0.04
Bonus Issue of Equity Shares - - ( 631.16) - ( 631.16)
Premium on Reissue of forfeited shares* - 2 7.30 - - 27.30
On forfeiture of Equity Shares 0.90 - - - 0.90
Balance as at 31st March 2025 0.90 4 8.75 1 ,237.19 0.29 1 ,287.13
*Reissue of 1,50,000 forfeited equity shares at ₹ 192 of face value ₹10 and security premium of ₹ 182/-
As per our attached report of even date
T R Chadha & Co LLP For and on Behalf of Board of Directors of
Chartered Accountants Shringar House Of Mangalsutra Limited
Firm Registration Number : 006711N / N500028
Pramod Tilwani Chetan N. Thadeshwar Viraj C. Thadeshwar
Partner Managing Director Executive Director
Membership No. 076650 (DIN-02215281) (DIN-02240217)
Place : Mumbai Place : Mumbai Place : Mumbai
Date : July 19, 2025 Date : July 19, 2025 Date : July 19, 2025
Ritesh Doshi Rachit Sinha
Chief Financial Officer Company Secretary
M. No. 601850 M. No. A64256
Place : Mumbai Place : Mumbai
Date : July 19, 2025 Date : July 19, 2025
245Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
(All Amounts are ₹ in Millions unless otherwise stated)
Annexure IV
RESTATED STATEMENT OF CASH FLOWS
For the year ended
Particulars
31st March 2025 31st March 2024 31st March 2023
Cash flows from operating activities
Net profit before tax 817.96 4 21.59 3 14.35
Adjustment for:
Depreciation 26.16 25.63 18.27
Finance costs 79.61 57.09 52.26
Interest income (1.33) ( 0.94) ( 2.75)
Bad Debts written off 0 .90 1.70 -
Allowance for expected credit loss 3 .81 ( 2.35) ( 1.88)
Profit on Sale of Car (0.24) - -
Operating profit before changes in working capital 926.87 5 02.72 3 80.25
Changes in working capital:
Adjustments for (increase) / decrease in operating assets/liabilities:
Inventories (842.33) (400.67) 71.53
Trade receivables, loans, other financial assets and other assets (277.76) (134.11) (211.24)
Financial and other asset (40.78) 2.29 5.52
Trade payables, other fianncial liabilities, other liabilities and provisions 329.48 48.67 ( 35.48)
Changes in working capital ( 831.39) (483.81) (169.67)
Less : Taxes paid (166.42) (160.15) ( 79.85)
Cash flows from operating activities (70.93) (141.24) 1 30.73
Cash flows from investing activities
(Purchase) / sales of property, plant and equipments and investment property (27.60) ( 6.42) ( 30.47)
Bank balances not considered as cash and cash equivalents (3.32) ( 11.36) ( 1.19)
Interest received 1 .33 0.94 2.75
Cash flows from Investing Activities (29.59) ( 16.83) ( 28.91)
Cash flows from financing activities
Proceeds from/(repayments of) long-term borrowings (30.33) ( 30.57) (166.20)
Proceeds from long-term borrowings - 1.70 -
Proceeds from/(repayments of) short-term borrowings 170.86 2 92.49 1 27.64
Redemption of Preference Shares - ( 85.72) -
Issue of equity shares 28.80 - -
Interest payment (79.61) ( 57.09) ( 52.26)
Cash flows from financing activities 89.71 1 20.81 ( 90.82)
Net changes in cash and cash equivalents (10.82) ( 37.27) 1 1.00
Cash and cash equivalents as at the beginning of the year (refer note 9) 20.92 58.20 47.20
Cash and cash equivalents as at the end of the year 10.10 2 0.92 5 8.20
Components of cash and cash equivalents (refer note 9)
Cash on hand 0 .95 0.88 0.81
In current account with Banks 9 .15 20.04 57.39
Cash and cash equivalents as per statement of cash flows 10.10 2 0.92 5 8.20
Note:
The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Indian Accounting Standard:7 on "Statement of Cash Flows".
As per our attached report of even date
T R Chadha & Co LLP For and on Behalf of Board of Directors of
Chartered Accountants Shringar House Of Mangalsutra Limited
Firm Registration Number : 006711N / N500028
Pramod Tilwani Chetan N. Thadeshwar Viraj C. Thadeshwar
Partner Managing Director Executive Director
Membership No. 076650 (DIN-02215281) (DIN-02240217)
Place : Mumbai Place : Mumbai Place : Mumbai
Date : July 19, 2025 Date : July 19, 2025 Date : July 19, 2025
Ritesh Doshi Rachit Sinha
Chief Financial Officer Company Secretary
M. No. 601850 M. No. A64256
Place : Mumbai Place : Mumbai
Date : July 19, 2025 Date : July 19, 2025
246Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
(All Amounts are ₹ in Millions unless otherwise stated)
Material Accounting Policies and Notes to Accounts
Annexure V
1 Company Background
Shringar House Of MangalsutraLimited (Formerly known asShringar House of MangalsutraPrivate Limited) was incorporated
under the provisions of the companies Act, 1956 on 2nd January 2009. The Company has converted from Private Limited
Company to Public Limited Company with effect from December 10, 2024. The Company revolutionized mangalsutra
manufacturingprocesses,establishingastate-of-the-artunittomeetB2Bmarketdemands,andthiseramarkedapivotalpoint,
earning Shringar the title ‘The House of Mangalsutras’. Shringar - House of Mangalsutra, a pioneering force and a dedicated
manufacturer of mangalsutras has been a preferred partner for jewellery retailers across India and worldwide.
2 Material Accounting Policies
This note provides a list of the Material accounting policies adopted in the preparation of these Ind AS financial statements.
AccountingpolicieshavebeenconsistentlyappliedexceptwhereanewlyissuedIndianAccountingStandardisinitiallyadoptedor
a revision to an existing Indian Accounting Standard requires a change in the accounting policy hitherto in use.
2.1 Basis of preparation
Statement of compliance
These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) and the provisions of the
CompaniesAct,2013(‘theAct’)(totheextentnotified).TheIndASareprescribedunderSection133oftheActreadwithRule3of
the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
The Company's financial statements upto and for the year ended 31 March 2023 were prepared in accordance with the
Companies(AccountingStandard)Rules,2021(asemended)notifiedunderSection133oftheActandotherprovisionsoftheAct
(‘Indian GAAP’ or ‘Previous GAAP’).
TheCompanyhasvoluntarilyadoptedalltherelevantIndASstandardsandthefirsttimeadoptionwascarriedoutinaccordance
with Ind AS 101, First-time Adoption of Indian Accounting Standards. The transition was carried out from Indian Accounting
PrinciplesgenerallyacceptedinIndiaasprescribedunderSec133oftheAct,readwithRule7oftheCompanies(Accounts)Rules,
2014 (IGAAP), which was the Previous GAAP and an explanation of how the transition to Ind AS has affected the previously
reported financial position, financial performance and cash flows of the Company is provided in note 42.
These Restated Financial Statement have been prepared by the Management of the Company ("Management") in accordance
withtheSecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosureRequirements)Regulations,2018,asamended
fromtimetotime,("ICDRREgulations")forthepurposeofinclusioninthisUpdatedDraftRedHerringProspectus("UDRHP")and
thePropsectusinconnectionwiththeproposedinitialpublicofferingofequitysharesoffacevalueof₹10eachoftheCompany
comprisingafreshissueofequityshares(the"Offer").TheseRestatedFinancialInformationhavebeenpreparedbytheCompany
to comply in all material respects with the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as anebded ("the Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Requlations, 2018, as amended
(the"ICDR Regulations"); and
c) TheGuidanceNoteonReportsinCompanyProspectus(Revised2019)issuedbytheInstituteofCharteredAccountantsofIndia,as
amended (the "Guidance Note")
The Ind AS financial statements are presented in Indian Rupees (`) which is also the Company’s functional currency and all
amounts have been rounded off to the nearest Million, unless otherwise stated.
I. These Restated Financial Information have been compiled by the management of the Company from:
(a) TheauditedIndASfinancialstatementsoftheCompanyasatandfortheyearsendedMarch31,2025andMarch31,2024,
preparedinaccordancewiththeIndianAccountingStandards(referredtoas“IndAS”)asprescribedunderSection133oftheAct
readwithCompanies(IndianAccountingStandards)Rules2015,asamended,andotheraccountingprinciplesgenerallyaccepted
inIndia,whichhavebeenapprovedbytheBoardofDirectorsattheirmeetingheldonJuly19,2025andSeptember28,2024
respectively
247(b) The Audited Special Purpose Ind AS Financial Statements as at and for the year ended March 31, 2023 prepared by the
managementoftheCompanyinaccordancewithIndianAccountingStandards(IndAS),specifiedundersection133oftheActand
other accounting principles generally accepted in India (the “Special Purpose Ind AS Financial Statements”) which have been
approved by the Board of Directors in their meeting held on December 31, 2024.
(d)TheaccountingpolicieshavebeenconsistentlyappliedbytheCompanyinpreparationoftheRestatedFinancialInformation
and are consistent with those adopted in the preparation of financial statements as at and for the year ended March 31, 2025.
(e)TheRestatedFinancialInformationdonotreflecttheeffectsofeventsthatoccurredsubsequenttotherespectivedatesof
boardmeetingforadoptionoftheauditedSpecialPurposeFinancialStatements,fortheyearendedMarch31,2023andStatutory
Indian GAAP Financial Statements for the year ended March 31, 2023.
(f)TheRestatedFinancialInformationhavebeenpreparedafterincorporatingadjustmentsforthechangesinaccountingpolicies,
materialerrorsandregrouping/reclassificationsretrospectivelyforthe yearsended March31,2025,March31,2024,andMarch
31,2023,toreflectthesameaccountingtreatmentaspertheaccountingpoliciesandgrouping/classificationsfollowedasatand
for the year ended March 31, 2025.
DonotrequireanyadjustmentformodificationasthereisnomodificationintheunderlyingauditreportsontheIndASFinancial
Statements and the Special Purpose Ind AS Financial Statement.
TheRestatedFinancialInformationarepresentedinIndianRupees"INR"or"Rs."or“₹”andallvaluesarestatedasINRorRs.or₹
millions, except when otherwise indicated.
These Restated Financial Information have been approved by the Board of Directors of the Company on July 19, 2025.
Basis for Measurement
The financial statements have been prepared on a historical cost convention and on an accrual basis, except for the following:
i. Certain financial assets and liabilities that are qualified to be measured at fair value (refer accounting policy on financial
instruments);
ii. employee benefits where plan asset is measured at fair value less present value of defined benefit obligations (“DBO”).
2.2 Use of estimates and judgements
ThepreparationofthefinancialstatementsinconformitywithIndASrequiresmanagementtomakejudgements,estimatesand
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimatesandunderlyingassumptionsarereviewedonaperiodicbasis.Revisionstoaccountingestimatesarerecognisedinthe
periodinwhichtheestimatesarerevisedandinanyfutureperiodsaffected.Inparticular,informationaboutsignificantareasof
estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the
amounts recognised in the financial statements is included in the following notes:
i. Contingentliabilities:Contingentliabilitiesarenotrecognisedinthefinancialstatementsbutaredisclosedinthenotes.Theyare
assessed continually to determine whether an outflow of resources embodying economic benefits has become probable. If it
becomesprobablethatanoutflowoffutureeconomicbenefitswillberequiredforanitempreviouslydealtwithasacontingent
liability,aprovisionisrecognisedinthefinancialstatementsoftheperiodinwhichthechangeinprobabilityoccurs(exceptinthe
extremely rare circumstances where no reliable estimate can be made).
ii. Incometaxes:Significantjudgementsareinvolvedindeterminingtheprovisionforincometaxes,includingtheamountexpected
to be paid or recovered in connection with uncertain tax positions.
iii. Impairmentoffinancialassets:TheCompanyassessesonaforwardlookingbasistheexpectedcreditlossesassociatedwithits
assets carried at amortised cost.
iv. Measurement of defined benefit obligations: Key actuarial assumptions used for actuarial valuation.
v. Property, plant and equipment: Useful life of asset.
vi. Other estimates: The preparation of financial statements involves estimates and assumptions that affect the reported amount of
assets, liabilities, disclosure of contingent liabilities at the date of financial statements and the reported amount of revenues and
expenses for the reporting period. Specifically, the Company estimates the probability of collection of accounts receivable by
analyzing historical payment patterns, customer concentrations, customer creditworthiness and current economic trends. If the
financial condition of a customer deteriorates, additional allowances may be required.
2482.3 Measurement of Fair Value
SomeoftheCompany’saccountingpoliciesanddisclosuresrequirethemeasurementoffairvalues,forbothfinancialandnon-
financial assets and liabilities.
Fairvaluesarecategorisedintodifferentlevelsinafairvaluehierarchybasedontheinputsusedinthevaluationtechniquesas
follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
-Level2:inputsotherthanquotedpricesincludedinLevel1thatareobservablefortheassetorliability,eitherdirectly(i.e.as
prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Whenmeasuringthefairvalueofanassetoraliability,theCompanyusesobservablemarketdataasfaraspossible.Iftheinputs
usedtomeasurethefairvalueofanassetoraliabilityfallintodifferentlevels ofthe fairvalue hierarchy,then thefairvalue
measurementiscategorisedinitsentiretyinthesamelevelofthefairvaluehierarchyasthelowestlevelinputthatissignificant
to the entire measurement.
2.4 Current and non-current classification
TheCompanypresentsassetsandliabilitiesinthebalancesheetbasedoncurrent/non-currentclassification.Anassetistreatedas
current when it is:
1. Expected to be realised or intended to be sold or consumed in normal operating cycle;
2. Held primarily for the purpose of trading;
3. Expected to be realised within twelve months after the reporting period; or
4.Cashorcashequivalentunlessrestrictedfrombeingexchangedorusedtosettlealiabilityforatleasttwelvemonthsafterthe
reporting period.
All other assets are classified as non-current.
A liability is current when:
1. It is expected to be settled in normal operating cycle;
2. It is held primarily for the purpose of trading;
3. It is due to be settled within twelve months after the reporting period; or
4. There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Theoperatingcycleisthetimebetweentheacquisitionofassetsforprocessingandtheirrealisationincashandcashequivalents.
The company has identified twelve months as its operating cycle.
2.5 Property, plant and equipment
Property, plant and equipment including Investment Properties are stated at cost less accumulated depreciation and impairment,
if any.
Cost of an item of property, plant and equipment comprises its purchase price including import duties and non-refundable
purchasetaxes,afterdeductingtradediscountsandrebates,anydirectlyattributablecostofbringing theitemstoitsworking
condition for its intended use and estimated cost of dismantling and removing the item and restoring the site on which it is
located.
Subsequentexpendituresrelatingtoproperty,plantandequipmentiscapitalizedonlywhenitisprobablethatfutureeconomic
benefits associated with these will flow to the Company and the cost of the item can be measured reliably. Repairs and
maintenance costs are recognised in the statement of profit and loss when incurred. The cost and related accumulated
depreciationareeliminatedfromthefinancialstatementsuponsaleorretirementoftheassetandtheresultantgainsorlosses
arerecognisedinthestatementofprofitandloss.Assetstobedisposedoffarereportedatthelowerofthecarryingvalueorthe
fair value less cost to sell.
MachineryspareswhichcanbeusedonlyinconnectionwithanitemofProperty,plantandequipmentandwhoseuseisexpected
to be irregular are capitalised and depreciated over the useful life of the principal item of the relevant assets. Subsequent
expenditureonproperty,plantandequipmentafteritspurchase/completioniscapitalisedonlyifsuchexpenditureresultsinan
increase in the future benefits from such asset beyond its previously assessed standard of performance.
The estimated useful life of the tangible assets and the useful life are reviewed at the end of each financial year and the
depreciation period is revised to reflect the changed pattern, if any.
Transition to Ind AS
OntransitiontoIndAS,theCompanyhaselectedtocontinuewiththecarryingvalueofallofitsproperty,plantandequipment
recognisedasat1April2022measuredasperthepreviousGAAPandusethatcarryingvalueasthedeemedcostoftheproperty,
plant and equipment.
249Depreciation methods, estimated useful lives and residual value
Depreciation is provided on a Straight Line Method (‘SLM’) over estimated useful life of the fixed assets estimated by the
Management.Themanagementbelievesthattheusefullivesasgivenbelowbestrepresenttheperiodoverwhichmanagement
expectstousetheseassetsbasedonaninternalassessmentandtechnicalevaluationwherenecessary.Hence,theusefullivesfor
theseassetsisdifferentfromtheusefullivesasprescribedunderpartCofScheduleIIoftheCompaniesAct,2013.Depreciation
forassetspurchased/soldduringtheyearisproportionatelycharged.TheCompanyestimatedtheusefullivesforfixedassetsas
follows:
Furniture 6 Years
Plant & Machinery 15 Years
Office Equipment 5 Years
Vehicles 8 Years
Computer 3 Years
Leasehold Property Over the Period of Lease Term
Theassetsresidualvalueandusefullivesarereviewed,andadjustedifappropriate,attheendofeachreportingperiod.Anasset’s
carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount.
Gainsandlossesondisposalsaredeterminedbycomparingproceedswithcarryingamount.Theseareincludedinprofitorloss
within other gains/losses.
Advancepaidtowardstheacquisitionofproperty,plantandequipmentoutstandingateachbalancesheetdateisclassifiedas
capitaladvancesunderothernon-currentassetsandthecostoftheassetsnotputtousebeforesuchdatearedisclosedunder
‘Capital work-in-progress’.
Investment Property
Investmentpropertyispropertyheldeithertoearnrentalincomeorforcapitalappreciationorforboth,butnotforsaleinthe
ordinarycourseofbusiness,useintheproductionorsupplyofgoodsorservicesorforadministrativepurposes.TheCompany
depreciates investment properties over a period of 60 years on a straight-line basis over its estimated useful life.
2.6 Impairment of intangible assets and property, plant and equipment
Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the
recoverableamount(i.e.thehigherofthefairvaluelesscosttosellandthevalue-in-use)isdeterminedonanindividualasset
basisunlesstheassetdoesnotgeneratecashflowsthatarelargelyindependentofthosefromotherassets.Insuchcases,the
recoverable amount is determined for the CGU to which the asset belongs.
Ifsuchassetsareconsideredtobeimpaired,theimpairmenttoberecognisedinthestatementofprofitandlossismeasuredby
theamountbywhichthecarryingvalueoftheassetsexceedstheestimatedrecoverableamountoftheasset.Animpairmentloss
isreversedinthestatementofprofitandlossiftherehasbeenachangeintheestimatesusedtodeterminethe recoverable
amount.
Thecarryingamountoftheassetisincreasedtoitsrevisedrecoverableamount,providedthatthisamountdoesnotexceedthe
carryingamountthatwouldhavebeendetermined(netofanyaccumulatedamortisationordepreciation)hadnoimpairmentloss
been recognised for the asset in prior years.
2.7 Leases
Acontractis,orcontains,aleaseifthecontractconveystherighttocontroltheuseofanidentifiedassetforaperiodoftimein
exchange for consideration.
The Company as a Lessee
TheCompanyassesseswhetheracontractcontainsalease,atinceptionofacontract.Toassesswhetheracontractconveysthe
right to control the use of an identified asset, the Company assesses whether:
1. The contract involves the use of an identified asset.
2. The Company has substantially all of the economic benefits from use of the asset through the period of the lease; and
3. The Company has the right to direct the use of asset.
As the date of commencement of the lease, the Company recognizes a right-of-use-asset (“ROU”) and a corresponding lease
liabilityforallleasearrangementsinwhichitisalessee,exceptforleaseswithatermoftwelvemonthsorless(short-termleases)
andlowvalueleases. Fortheseshort-termandlowvalueleases,theCompanyrecognizestheleasepaymentsasanoperating
expense on a straight-line basis over the term of the lease.
250Theofright-of-useassetsareinitiallyrecognizedatcost,whichcomprisestheinitialamountoftheleaseliabilityadjustedforany
leasepaymentmadepriortothecommencementdateoftheleaseplusanyinitialdirectcostslessanyleaseincentives. Theyare
subsequently measured at cost less accumulated depreciation and impairment losses.
Right-to-useassetsaredepreciatedfromthecommencementdateonastraight-linebasisovertheshorteroftheleasetermand
useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the
recoverableamount(i.e.thehigherofthefairvaluelesscosttosellandthevalue-in-use)isdeterminedonanindividualasset
basisunlesstheassetdoesnotgeneratecashflowsthatarelargelyindependentofthosefromotherassets. Insuchcases,the
recoverable amount is determined for the Cash Generating Unit (CGU) to which the assets belong.
Theleaseliabilityisinitiallymeasuredatamortizedcostatthepresentvalueofthefutureleasepayments. Theleasepayments
arediscountedusingtheinterestrateimplicitintheleaseor,ifnotreadilydeterminable,usingtheincrementalborrowingratesin
the country of changes its assessment if whether it will exercise an extension or a termination option.
Thediscountrateisgenerallybasedontheincrementalborrowingratespecifictotheleasebeingevaluatedorforaportfolioof
leases with similar characteristics.
LeaseliabilityandROUassethavebeenseparatelypresentedintherespectiveNoteandleasepaymentshavebeenclassifiedas
financing cash flows.
The Company as a Lessor
LeasesforwhichtheCompanyisalessorisclassifiedasafinanceoroperatinglease. Wheneverthetermsoftheleasetransfer
substantiallyalltherisksandrewardsofownershiptothelessee,thecontractisclassifiedasafinancelease. Allotherleasesare
classified as operating leases.
When the Company isan intermediate lessor, itaccountsforitsinterests in the head lease and the sublease separately. The
sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.
For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.
2.8 Inventories
RawMaterial -LowerofcostorNRV.Costisdeterminedonweightedaveragebasis.CostofRawmaterialcomprisesofcostof
purchase and other cost incurred in bringing the inventory to their present condition and location.
Finished Goods - Lower of cost or NRV. Cost is determined on weighted average basis, includes direct material and labour
expenses and appropriate proportion of manufacturing overheads.
NetRealisablevalueistheesitimatedsellingpriceintheordinarycoursebusinesslessestimatedcostofcompletionandestimated
cost necessary to make the sale.
2.9 Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original
maturityofthreemonthsorless,whicharesubjecttoaninsignificantriskofchangesinvalue.Forthepurposeofthestatementof
cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above.
2.10 Financial Instruments
FinancialassetsandfinancialliabilitiesarerecognisedwhentheCompanybecomesapartytothecontractualprovisionsofthe
instrument.
A Financial Assets
Initial recognition and measurement
Allfinancialassetsarerecognisedinitiallyatfairvalueplus,inthecaseoffinancialassetsnotrecordedatfairvaluethroughprofit
orloss,transactioncoststhatareattributabletotheacquisitionofthefinancialasset.Transactioncostsoffinancialassetscarried
at fair value through profit or loss are expensed in profit or loss.
Financialassetsareclassified,atinitialrecognition,asfinancialassetsmeasuredatfairvalueorasfinancialassetsmeasuredat
amortised cost.
251Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
1. Financial assets at amortised cost
2. Financial assets at fair value through other comprehensive income (FVTOCI)
3. Financial assets at fair value through profit or loss (FVTPL)
4. Equity instruments measured at fair value through other comprehensive income (‘FVTOCI’)
Financial asset at amortised cost
A financial asset is measured at the amortised cost if both the following conditions are met:
1. The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
2.Contractualtermsoftheassetgiveriseonspecifieddatestocashflowsthataresolelypaymentsofprincipalandinterest(SPPI)
on the principal amount outstanding.
Afterinitialmeasurement,suchfinancialassetsaresubsequentlymeasuredatamortisedcostusingtheeffectiveinterestrate(EIR)
method.Amortisedcostiscalculatedbytakingintoaccountanydiscountorpremiumonacquisitionandfeesorcoststhatarean
integralpartoftheEIR.TheEIRamortisationisincludedinfinanceincomeintheprofitorloss.Thelossesarisingfromimpairment
are recognised in the profit or loss. This category generally applies to trade and other receivables.
Financial asset at FVOCI
A financial asset is classified as at the FVTOCI if both of the following criteria are met:
1. The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
2. The asset’s contractual cash flows represent SPPI
Financial asset at FVTPL
FVTPLisaresidualcategoryfordebtinstruments.Anydebtinstrument,whichdoesnotmeetthecriteriaforcategorizationasat
amortized cost or as FVTOCI, is classified as at FVTPL.
Inaddition,acompanymayelecttodesignateadebtinstrument,whichotherwisemeetsamortizedcostorFVTOCIcriteria,asat
FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency
(referred to as ‘accounting mismatch’). The Company has not designated any debt instrument as at FVTPL. Financial assets
included within the FVTPL category are measured at fair value with all changes recognized in the Statement of profit and loss.
Equity investments Other than Investments in subsidiaries, associates and joint ventures
All equity investments in scope of Ind AS 109 are measured at fair value and are classified as FVTPL.
De-recognition
The Company derecognises financial assets when:
1. The rights to receive cash flows from the asset have expired, or
2.TheCompanyhastransferreditsrightstoreceivecashflowsfromtheassetorhasassumedanobligationtopaythereceived
cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either
a) the Company has transferred substantially all the risks and rewards of the asset, or
b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
WhentheCompanyhastransferreditsrightstoreceivecashflowsfromanassetorhasenteredintoapass-througharrangement,
itevaluatesifandtowhatextentithasretainedtherisksandrewardsofownership.Whenithasneithertransferrednorretained
substantiallyalloftherisksandrewardsoftheasset,nortransferredcontroloftheasset,theCompanycontinuestorecognisethe
transferredassettotheextentoftheCompany’scontinuinginvolvement.Inthatcase,theCompanyalsorecognisesanassociated
liability.Thetransferredassetandtheassociatedliabilityaremeasuredonabasisthatreflectstherightsandobligationsthatthe
Company has retained.
Continuinginvolvementthattakestheformofaguaranteeoverthetransferredassetismeasuredattheloweroftheoriginal
carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
252Impairment of Financial Assets
The Company assesses impairment based on expected credit loss (ECL) model to the following:
1. Financial assets measured at amortised cost;
2. Financial assets measured at fair value through other comprehensive income (FVTOCI);
Expected credit losses are measured through a loss allowance at an amount equal to:
1.The12-monthsexpectedcreditlosses(expectedcreditlossesthatresultfromthosedefaulteventsonthefinancialinstrument
that are possible within 12 months after the reporting date); or
2. Full time expected credit losses (expected credit losses that result from all possible default events over the life of the financial
instrument).
TheCompanyfollows‘simplifiedapproach’forrecognitionofimpairmentlossallowanceontradereceivablesorcontractrevenue
receivables.
TheCompanyfollowsthesimplifiedapproachpermittedbyIndAS109–FinancialInstruments-forrecognitionofimpairmentloss
allowance.TheapplicationofsimplifiedapproachdoesnotrequiretheCompanytotrackchangesincreditriskoftradereceivable.
TheCompanycalculatestheexpectedcreditlossesontradereceivablesonthebasisofitshistoricalcreditlossexperience.The
Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables orcontract revenue
receivables.
ECLimpairmentlossallowance(orreversal)recognizedduringtheperiodisrecognizedasincome/expenseinthestatementof
profitandloss.Thisamountisreflectedunderthehead‘otherexpenses’inthestatementofprofitandloss.Thebalancesheet
presentation for various financial instruments is described below:
Financial assetsmeasured asat amortised cost, contractual revenue receivables and lease receivables: ECLis presented as an
allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net
carrying amount. Until the asset meetswrite-off criteria, the Company does notreduce impairment allowance fromthe gross
carrying amount.
Loan commitments and financial guarantee contracts: ECL is presented as a provision in the balance sheet, i.e. as a liability.
Forassessing increase in credit risk and impairment loss, the Company combines financial instruments on the basisof shared
creditriskcharacteristicswiththeobjectiveoffacilitatingananalysisthatisdesignedtoenablesignificantincreasesincreditrisk
to be identified on a timely basis.
TheCompanydoesnothaveanypurchasedororiginatedcredit-impaired(POCI)financialassets,i.e.,financialassetswhichare
credit impaired on purchase/ origination
TheCompanyfollows‘simplifiedapproach’forrecognitionofimpairmentlossallowanceontradereceivablesorcontractrevenue
receivables.
B Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instrumentsissued by the Company are classified according to the substance ofthe contractual
arrangements entered into and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument isany contract thatevidences aresidual interest in the assetsof the Company afterdeducting all of its
liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Financial liabilities
Initial recognition and measurement
Allfinancialliabilitiesarerecognisedinitiallyatfairvalueand,inthecaseofloansandborrowingsandpayables,netofdirectly
attributable transaction costs.
The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
1. Financial liabilities at fair value through profit or loss
2. Loans and borrowings measured on amortised cost basis
3. Financial guarantee contracts
253Financial liabilities at fair value through profit or loss
Financialliabilitiesatfairvaluethroughprofitorlossincludefinancialliabilitiesheldfortradingandfinancialliabilitiesdesignated
upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are
incurred for the purpose of repurchasing in the near term.
Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financialliabilitiesdesignateduponinitialrecognitionatfairvaluethroughprofitorlossaredesignatedassuchattheinitialdate
of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses
attributable to changes in own credit risk are recognized in OCI. These gains/ loss are not subsequently transferred to the
Statement of profit and loss. However, the company may transfer the cumulative gain or loss within equity. All other changes in
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR
method. Gains and losses are recognised in the Statement of profit and loss when the liabilities are derecognised as well as
throughtheEIRamortisationprocess.Amortisedcostiscalculatedbytakingintoaccountanydiscountorpremiumonacquisition
andfeesorcoststhatareanintegralpartoftheEIR.TheEIRamortisationisincludedasfinancecostsintheStatementofprofit
and loss.
Financial guarantee contracts
FinancialguaranteecontractsissuedbytheCompanyarethosecontractsthatrequireapaymenttobemadetoreimbursethe
holderforalossitincursbecausethespecifieddebtorfailstomakeapaymentwhendueinaccordancewiththetermsofadebt
instrument.Financialguaranteecontractsarerecognisedinitiallyasaliabilityatfairvalue,adjustedfortransactioncoststhatare
directlyattributabletotheissuanceoftheguarantee.Subsequently,theliabilityismeasuredatthehigheroftheamountofloss
allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.
Derecognition
Afinancialliabilityisderecognisedwhentheobligationundertheliabilityisdischargedorcancelledorexpires.Whenanexisting
financialliabilityisreplacedbyanotherfromthesamelenderonsubstantiallydifferentterms,orthetermsofanexistingliability
are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the
recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.
C Off-setting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceablelegalrighttooffsettherecognisedamountsandthereisanintentiontosettleonanetbasis,torealisetheassetsand
settle the liabilities simultaneously.
2.11 Provisions, Contingent liabilities, Contingent assets and Commitments:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimatecanbemadeoftheamountoftheobligation.WhentheCompanyexpectssomeorallofaprovisiontobereimbursed,
forexample,underaninsurancecontract,thereimbursementisrecognisedasaseparateasset,butonlywhenthereimbursement
is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
Iftheeffectofthetimevalue ofmoney ismaterial, provisionsare discountedusing acurrentpre-taxrate thatreflects, when
appropriate,therisksspecifictotheliability.Whendiscountingisused,theincreaseintheprovisionduetothepassageoftimeis
recognised as a finance cost.
Contingent liability is disclosed in the case of:
1.Apresentobligationarisingfromthepastevents,whenitisnotprobablethatanoutflowofresourceswillberequiredtosettle
the obligation;
2. A present obligation arising from the past events, when no reliable estimate is possible;
3. A possible obligation arising from the past events, unless the probability of outflow of resources is remote.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
2542.12 Taxes
Current Tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities,basedontheratesandtaxlawsenactedorsubstantivelyenacted, atthe reportingdate inthe countrywhere the
entity operates and generates taxable income.
Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
Managementperiodicallyevaluatespositionstakeninthetaxreturnswithrespecttosituationsinwhichapplicabletaxregulations
are subject to interpretation and establishes provisions where appropriate.
Deferred Tax
Deferredtaxisprovidedusingthebalancesheetapproachontemporarydifferencesatthereportingdatebetweenthetaxbases
of assets and liabilities and their corresponding carrying amounts for the financial reporting purposes.
Deferred tax assets are the amounts of income taxes recoverable in future periods in respect of:
1. deductible temporary differences;
2. the carry forward of unused tax losses; and
3. the carry forward of unused tax credits.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent thatit isno longer
probablethatsufficienttaxableprofitwillbeavailabletoallowallorpartofthedeferredtaxassettobeutilised.Unrecognised
deferred taxassetsare re-assessed ateach reporting date and are recognised to the extent thatit hasbecome probable that
future taxable profits will allow the deferred tax asset to be recovered.
Deferredtaxassetsandliabilitiesaremeasuredatthetaxratesthatareexpectedtoapplyintheyearwhentheassetisrealisedor
the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferredtaxrelatingtoitemsrecognisedoutsideprofitorlossisrecognisedoutsideprofitorloss(eitherinothercomprehensive
incomeorinequity).DeferredtaxitemsarerecognisedincorrelationtotheunderlyingtransactioneitherinOCIordirectlyin
equity
Deferredtaxassetsanddeferredtaxliabilitiesareoffsetifalegallyenforceablerightexiststosetoffcurrenttaxassetsagainst
current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
2.13 Revenue recognition
RevenueRecognitionRevenueisrecognisedupontransferofcontrolofpromisedgoodsorservicestocustomersinanamount
that reflects the consideration the Company expects to receive in exchange for those goods or services.
a)Saleofgoods:Revenuefromthesaleofproductsisrecognisedatthepointintimewhencontrolistransferredtothecustomer.
Revenueismeasuredbasedonthetransactionprice,whichistheconsideration,netofcustomerincentives,discounts,variable
considerations,paymentsmadetocustomers,othersimilarcharges,asspecifiedinthecontractwiththecustomer.Additionally,
revenue excludes taxes collected from customers, which are subsequently remitted to governmental authorities.
b)Interestincome:Interestincomefromafinancialassetisrecognisedwhenitisprobablethattheeconomicbenefitswillflowto
theCompanyandtheamountofincomecanbemeasuredreliably.Interestincomeisaccruedonatimebasis,byreferencetothe
principaloutstandingandattheeffectiveinterestrateapplicable,whichistheratethatexactlydiscountsestimatedfuturecash
receipts through the expected life of the financial asset of that asset’s net carrying amount on initial recognition.
Other Income
Otherincomecomprisesprimarilyinterestincomeondeposits,dividendincomeandgain/(loss)ondisposaloffinancialassetsand
non-financialassets.Interestincomeisrecognisedusingtheeffectiveinterestmethod.Dividendincomeisrecognisedwhenthe
right to receive payment is established.
2.14 Embedded derivative
TheGroupentersintopurchaseofgoldcontract,inwhichtheamountpayableisnotfixedbasedongoldpriceonthedateof
purchase,butinsteadisaffectedbychangesingoldpricesinfuture.Suchtransactionsareenteredintotoprotectagainsttherisk
of gold price movement in the purchased gold. Accordingly, such unfixed payables (gold loan) are considered to have an
embeddedderivative.TheGroupdesignatesthegoldpriceriskinsuchinstrumentsashedginginstruments,withgoldinventory
considered to be the hedged item. The hedged risk is gold prices movement.
2552.15 Government Grants
Governmentgrantsarerecognisedwherethereisreasonableassurancethatthegrantwillbereceivedandallattachedconditions
willbecompliedwith.Allthegrantsrelatedtoanexpenseitemarerecognisedasincomeonasystematicbasisovertheperiods
that the related costs, for which it is intended to compensate, are expensed.
2.16 Employee Benefits
A Short-term employee benefits
Aliabilityisrecognisedforbenefitsaccruingtoemployeesinrespectofwagesandsalariesintheperiodtherelatedserviceis
rendered atthe undiscounted amount of the benefitsexpected to be paid in exchange forthatservice. Short-term employee
benefits are measured on an undiscounted basis as the related service is provided.
B Compensated absences
TheemployeesoftheCompanyareentitledtocompensatedabsences.Accumulatedcompensatedabsences,whichareexpected
to be availed within every quarter. Employees cannot carry forward a portion of the unutilized accumulating compensated
absensesbeyondquarterandutilizeitinfutureperiodsorreceivecashatretirementorterminationofemployment.Thegroup
recordsan obligation for compensated absenses in the period in which the employee renders the services thatincreases this
entitlement.
C Defined contribution plan
Under a defined contribution plan, the Company’s only obligation is to pay a fixed amount with no obligationto pay further
contributions if the fund does not hold sufficient assetsto pay all employee benefits. The Company makes specified monthly
contributions towards Employee Provident Fund to Government administered Provident Fund Scheme which is a defined
contributionplan.Theexpenditurefordefinedcontributionplanisrecognisedasexpenseduringtheperiodwhentheemployee
provides service.
D Defined benefit plan
InaccordancewiththePaymentofGratuityAct,1972,theCompanyprovidesforalumpsumpaymenttoeligibleemployees,at
retirement or termination of employment based on the last drawn salary and years of employment with the Company. The
presentvalueofgratuityobligationundersuchdefinedbenefitplanisdeterminedbasedonactuarialvaluationscarriedoutbyan
externalactuaryusingtheProjectedUnitCreditMethod.TheCompanyrecognisesthenetobligationofadefinedbenefitplanin
its balance sheet as an asset or liability.
TheCompanyrecognisesthefollowingchangesinthenetdefinedbenefitobligationasanexpenseinthestatementofprofitand
loss:
-Servicecostscomprisingcurrentservicecosts,pastservicecosts,gainsandlossesoncurtailmentsandnon-routinesettlements;
and
- Net interest expense or income
Actuarialgainsorlossesarerecognisedinothercomprehensiveincome.Further,thestatementofprofitandlossdoesnotinclude
anexpectedreturnonplanassets.Instead,netinterestrecognisedinthestatementofprofitandlossiscalculatedbyapplyingthe
discountrateusedtomeasurethedefinedbenefitobligationtothenetdefinedbenefitliabilityorasset.Theactualreturnonthe
planassetsaboveorbelowthediscountrateisrecognisedaspartofremeasurementofnetdefinedliabilityorassetthroughother
comprehensive income. The Company had not recognised gratuity liability under IGAAP till March 31,2023.
Re-measurementcomprisingactuarialgainsorlossesandreturnonplanassets(excludingamountsincludedinnetinterestonthe
net defined benefit liability) are not reclassified to the statement of profit and loss in subsequent periods.
2.17 Borrowing Cost
Borrowingcostsdirectlyattributabletotheacquisition,constructionorproductionofanassetthatnecessarilytakesasubstantial
periodoftimetogetreadyforitsintendeduseorsalearecapitalisedaspartofthecostoftheasset.Allotherborrowingcostsare
expensed in the period in which they occur. Borrowing costs consist of interest and other costs that the Company incurs in
connection with the borrowing of funds.
2.18 Cash Flow Statement
Cashflowsarereportedusingtheindirectmethod,wherebyprofitfortheperiodisadjustedfortheeffectsoftransactionsofa
non-cashnature,anydeferralsoraccrualsofpastorfutureoperatingcashreceiptsorpaymentsanditemofincomeorexpenses
associatedwithinvestingorfinancingcashflows.Thecashflowsfromoperating,investingandfinancingactivitiesoftheCompany
are segregated.
2562 .19 Segment Reporting
Operating segments are reported in the manner consistent with the internal reporting to the chief operating decision maker
(CODM).AsperCODM,theCompanyisreportedatanoveralllevel,andhencetherearenoseparatereportablesegmentsasper
Ind AS 108.
2 .20 Foreign currency transactions and balances
Foreigncurrencytransactionsaretranslatedintothefunctionalcurrencyusingtheexchangeratesprevailingatthedatesofthe
respectivetransactions.Foreign-currencydenominatedmonetaryassetsandliabilitiesaretranslatedintothefunctionalcurrency
at exchange rates in effect at the reporting date.
Foreignexchangegainsandlossesresultingfromthesettlementofsuchtransactionsandsuchtranslationofmonetaryassetsand
liabilities denominated in foreign currencies are generally recognised in the statement of profit and loss.
Non-monetaryassetsandliabilitiesdenominatedinaforeigncurrencyandmeasuredatfairvaluearetranslatedattheexchange
rate prevalent atthe date when the fair value was determined. Non-monetary assetsand liabilities denominated in a foreign
currencyandmeasuredathistoricalcostaretranslatedattheexchangerateprevalentatthedateoftransaction.Foreigncurrency
gainsandlossesarereportedonanetbasis.Thisincludeschangesinthefairvalueofforeignexchangederivativeinstruments,
which are accounted at fair value through profit or loss.
2 .21 Earnings per share
Basic earnings per share are calculated by dividing the net profit for the period attributable to equity shareholders by the
weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company's
earningspershareisthenetprofitfortheperiodafterdeductingpreferencedividendsandanyattributable taxtheretoforthe
period.Theweightedaveragenumberofequitysharesoutstandingduringtheperiodandforallperiodspresentedisadjustedfor
events,suchasbonusshares,otherthantheconversionofpotentialequitysharesthathavechangedthenumberofequityshares
outstanding, without a corresponding change in resources.
Forthepurposeofcalculatingdilutedearningspershare,theprofitorlossfortheperiodattributabletoequityshareholdersand
theweightedaveragenumberofsharesoutstandingduringtheperiodisadjustedfortheeffectsofalldilutivepotentialequity
shares.
257Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
(All Amounts are ₹ in Millions unless otherwise stated)
Annexure VI
STATEMENTS OF ADJUSTMENTS TO RESTATED FINANCIAL INFORMATION
AsstatedinNoteNo.2.1,theFinancialInformationhasbeencompiledbythemanagementoftheCompanyfromtheAuditedIndASFinancial
StatementsoftheCompanyasatandfortheyearsendedMarch31,2025andMarch31,2024,andAuditedSpecialPurpose IndASFinancial
StatementsfortheyearendedonMarch31,2023.TheStatutoryFinancialstatementsoftheCompanyuptotheFinancialyearended31March2023
were prepared and presented in accordance with the Indian GAAP and was audited by preceding auditor who has issued unmodified audit opinion.
ReconciliationsbetweentheRestatedFinancialInformationandStatutoryFinancialStatementsoftheCompanyareassetoutinthefollowingtables
and notes.
A. Reconciliation between the restated financial information and statutory financial statements of the Company
1. Reconciliation of the Total Equity
As at
Particulars Notes
31st March 2023
Total equity (shareholders' funds) under previous GAAP 1 ,059.49
Refer Note 42 of
Ind AS Adjustments ( 91.82)
Annexure VII
Total equity as per Ind AS 9 67.67
Audit qualifications -
Other restatemend adjustments -
Total equity as per Restated Statements of assets and liabilities 9 67.67
2. Reconciliation of Total Comprehensive Income
As at
Particulars Notes
31st March 2023
Profit for the year reported under previous GAAP 2 34.91
Refer Note 42 of
Ind AS Adjustments ( 1.24)
Annexure VII
Total comprehensive income under Ind AS 2 33.66
Audit qualifications -
Other restatemend adjustments -
Total income as per Restated Statements of assets and liabilities 2 33.66
Material re-grouping
AppropriateregroupingshavebeenmadeintheRestatedStatementofAssetsandLiabilities,RestatedStatementofProfitandLossandRestated
StatementofCashFlows,whereverrequired,byreclassificationofthecorrespondingitemsofincome,expenses,assets,liabilitiesandcashflows,in
ordertobringtheminlinewiththeaccountingpoliciesandclassificationasperIndASfinancialinformationoftheCompanyfortheyearsended31
March2025,31 March2024and31March2023respectivelypreparedinaccordancewithScheduleIIIofCompaniesAct,2013,requirementsofInd
AS 1 and other applicable Ind AS principles and the requirements of the SEBI ICDR Regulations, as amended.
Non-Adjusting Events
a) Audit qualifications for the respective years, which do not require any adjustments in the restated summary statements are as follows:
1) There are no audit qualification in the auditor's report on the Special Purpose Ind AS Financial Statements for the years ended March 31 2025,
March 31, 2024 and March 31, 2023.
2) Other matters reported in our audit report of Ind AS Financial Statement for year ended on 31 March 2024, not requiring adjustment to restated
financial information:
ThecomparativefinancialinformationoftheCompanyfortheyearended31March,2023andthetransitiondateopeningbalancesheetasat01
April,2022includedintheseIndASfinancialstatements,arebasedonthepreviouslyissuedstatutoryfinancialstatementspreparedinaccordance
withtheCompanies(AccountingStandards)Rules,2006,auditedbythepredecessorauditorwhosereportfortheyearended31March,2023and
31March,2022datedSeptember26,2023andSeptember15,2022respectivelyexpressedanunmodifiedopiniononthosefinancialstatements,
whichhavebeenrestatedbytheCompanytocomplywithIndAS.Adjustmentstothesaidcomparativefinancialinformationforthedifferencesin
accounting principles adopted by the Company on transition to the Ind AS have been audited by us.
ThereportingunderRule11(g)oftheCompanies(AuditandAuditors)Rules,2014isapplicablefrom1April2023,Withregardtothesamefollowing
para is inserted in our report for the financial year ended on March 31, 2025:-
Basedontheauditprocedureperformedthathavebeenconsideredreasonableandappropriateinthecircumstancesbyus,whichincludedtest
checks,theCompanyhasusedERPasitsaccountingsoftwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(edit
log)facilityandthathasoperatedthroughoutthefinancialyearforallrelevanttransactionsrecordedinthesaidsoftwareexceptthefieldsinwhich
thechangesaremadearenotcapturedbysystem.Duringthecourseofperformingourprocedures,wedidnotnoticeanyinstanceofaudittrail
featurebeingtamperedwith,wheresuchfunctionalitywasenabledandlogsweremaintained. Further,theaudittrailhasbeenpreservedbythe
Company as per the statutory requirements for record retention. Also, Refer Note 46 to the financial statements.
3) Following other matter reported in our auditreportofSpecial Purpose Ind As Financial Statement for years ended on March 31,2023 not
requiring adjustment to restated financial information:-
258As at March 31, 2023
Emphasis of Matter
WedrawattentiontoNoteNo.2.1totheSpecialPurposeIndASFinancialStatements,whichdescribesthebasisofpreparationinaccordancewith
themeasurementandrecognitionprinciplesofIndianAccountingStandards(IndAS)notifiedundertheCompanies(IndianAccountingStandards)
Rules, 2015 (as amended from time to time).
Our opinion is not modified in respect of the above matter.
Other Matter
ThestatutoryauditoffinancialstatementsoftheCompanyasatandfortheyearendedMarch31,2023whichwaspreparedinaccordancewiththe
IndianGAAPandapprovedbytheBoardofDirectorsintheirmeetingheldonSeptember26,2023,wasconductedbyM/sI.G.Jain&Co.whohave
expressedanunmodifiedopinionthereonvidetheirreportdatedSeptember26,2023.WehavecarriedoutanauditoftheSpecialPurposeIndAS
Financial Statements for the limited purpose of complying with the requirement under the SEBI ICDR Regulations in respect of the financial
statements being audited by an audit firm holding a valid peer review certificate issued by the “Peer Review Board” of the ICAI and also for
complyingwiththerequirementsofthee-maildatedOctober28,2021fromSecurities andExchange BoardofIndia(“SEBI”) toAssociation of
InvestmentBankersofIndia,instructingleadmanagerstoensurethatcompaniesprovidefinancialstatementspreparedinaccordancewithIndian
Accounting Standards (IndAS) for all the three years and stub period (hereinafter referred to as the “the SEBI e-mail”).
AsourauditwasconductedforaspecificpurposeasstatedinNoteNo.2.1totheSpecialPurposeIndASFinancialStatementsonadatesubsequent
tothereportingdateinrespectoftheyearpertainingtothesefinancialstatements,wewereunabletocarryoutregularauditproceduresincluding
physicalverificationofinventory,obtainingdirectconfirmationsofbalancesfromdebtors,creditorsandotherpartiesandcertainotherprocedures.
However, we have performed alternative procedures on these areas where we could not perform our regular audit procedures.
OpeningbalancewithrespecttothefinancialinformationfortheyearendedMarch312024,includedintheseSpecialPurposeIndASFinancial
Statements,arebasedonauditedspecialpurposeIndASfinancialstatementsfortheyearendedMarch312023,whichhasbeenapprovedbythe
Company's Board of Directors on December 31, 2024.
Our opinion on the Ind AS financial statements is not modified in respect of these matters.
Basis of Preparation and Restriction on Distribution and Use
Withoutmodifyingouropinion,wedrawattentiontoNote2.1totheseRestatedFinancialInformation,whichdescribesthebasisofpreparation.
ThefinancialstatementsarepreparedsolelytoassisttheCompanytomeettherequirementsofpreparationoftheRestatedFinancialInformation
fortheyearsended31March2024,March31,2023andMarch31,2022asrequiredundertheSEBIICDRRegulations. Asaresult,theSpecial
PurposeIndASFinancialStatementsmaynotbesuitableforanotherpurpose.OurreportisintendedsolelyfortheCompanyforuseinconnection
with the above purpose and should not be distributed to or used by parties without our prior written consent.
Qualifications in Auditors’ Report, which do not require any corrective adjustments in the Restated Financial Information.
There are no audit qualifications in the auditor's report for the years ended 31st March 2024, 31st March 2023 and 31st March 2022 respectively.
Emphasis of Matter (EOM) in Auditors’ Report which do not require any corrective adjustments in the Restated Financial Information:
There are no Emphasis of matter in the auditor's report for the years ended 31st March 2024, 31st March 2023 and 31st March 2022 respectively.
Audit Qualifications in Annexure to Auditors’ Report, which do not require any corrective adjustments in the Restated Financial Information
Statements/comments included in the Companies (Auditor’s Report) Order,2020/the Companies (Auditor’s Report) Order,2016, which do not
requireanycorrectiveInadditiontotheauditopiniononthefinancialstatements,theauditorsarerequiredtocommentuponthemattersincluded
in the Companies (Auditor’s Report) Order, 2020/ the Companies (Auditor’s Report) Order, 2016 (together "the CARO") issued by the Central
GovernmentofIndiaundersub-section(11)ofSection143ofCompaniesAct,2013onthefinancialstatementsasatandforthefinancialyears
ended 31st March 2024 31st March 2023 and 31st March 2022 respectively.
There are no qualifications in the Audit report for the Financial Year ended March 31, 2024 which required corrective adjustments.
AuditfortheFinancialYearsendedMarch31,2023andMarch31,2022wereauditedbyprecedingauditorandwhohasnotreportedanymattersin
CARO reports issued for respective periods.
As per our attached report of even date For and on Behalf of Board of Directors of
T R Chadha & Co LLP Shringar House Of Mangalsutra Limited
Chartered Accountants
Firm Registration Number : 006711N / N500028
Pramod Tilwani Chetan N. Thadeshwar Viraj C. Thadeshwar
Partner Managing Director Executive Director
Membership No. 076650 (DIN-02215281) (DIN-02240217)
Place : Mumbai Place : Mumbai Place : Mumbai
Date : July 19, 2025 Date : July 19, 2025 Date : July 19, 2025
Ritesh Doshi Rachit Sinha
Chief Financial Officer Company Secretary
M. No. 601850 M. No. A64256
Place : Mumbai Place : Mumbai
Date : July 19, 2025 Date : July 19, 2025
259Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
(All Amounts are ₹ in Millions unless otherwise stated)
Annexure VII
Notes to Restated financial statements for the year ended 31st March, 2025
Note 3 (a): Property, Plant and Equipments
GROSS BLOCK DEPRECIATION / IMPAIRMENT NET BLOCK
For the year
ASSETS As at Additions As at As at As at As at As at
Deletion On Opening On Addition
01st April 2024 during the year 31st March, 2025 01st April 2024 31st March, 2025 31st March, 2025 31st March 2024
Balance Addition Deletion
Tangible assets
Plant & Machinery 9 .72 6 .80 - 1 6.52 1.26 0 .61 0 .45 - 2.31 1 4.20 8.46
Office Equipment 2 6.69 0 .25 - 2 6.94 1 1.89 3 .95 0 .01 - 1 5.84 1 1.10 1 4.80
Vehicles 1 7.09 2 0.79 3.51 3 4.37 9.67 1 .92 1 .04 2 .40 1 0.24 2 4.13 7.42
Computer Peripherals 1 .63 1 .10 - 2.73 0.72 0 .43 0 .19 - 1.34 1.39 0.91
Grand total 5 5.13 2 8.93 3 .51 8 0.56 2 3.54 6 .90 1 .69 2 .40 2 9.73 5 0.82 3 1.59
GROSS BLOCK DEPRECIATION / IMPAIRMENT NET BLOCK
For the year
ASSETS As at Additions As at As at As at As at As at
Deletion On Opening On Addition
01st April 2023 during the year 31st March 2024 01st April 2023 31st March 2024 31st March 2024 31st March 2023
Balance Addition Deletion
Tangible assets
Plant & Machinery 8 .64 1 .53 ( 0.45) 9.72 0.73 0 .55 0 .03 (0.05) 1.26 8.46 7.91
Office Equipment 2 9.46 1 .33 ( 4.10) 2 6.69 1 0.54 4 .83 0 .19 (3.67) 1 1.89 1 4.80 1 8.93
Vehicles 1 7.83 1 .90 ( 2.64) 1 7.09 1 0.15 1 .82 0 .21 (2.51) 9.67 7.42 7.68
Computer 3 .61 0 .51 ( 2.49) 1.63 2.67 0 .32 0 .09 (2.36) 0.72 0.91 0.94
Grand total 5 9.54 5 .27 ( 9.66) 5 5.13 2 4.09 7 .52 0 .52 (8.59) 2 3.54 3 1.59 3 5.45
GROSS BLOCK DEPRECIATION / IMPAIRMENT NET BLOCK
For the year
ASSETS As at Additions As at Upto Total upto As at As at
Deletion On Opening On Addition
01st April 2022 during the year 31st March 2023 01st April 2022 31st March 2023 31st March 2023 31st March 2022
Balance Addition Deletion
Tangible assets
Plant & Machinery 4 .85 3 .94 ( 0.15) 8.64 0.31 0 .30 0 .12 - 0.73 7.91 4.53
Office Equipment 1 3.41 1 6.05 - 2 9.46 7.41 2 .10 1 .03 - 1 0.54 1 8.93 6.00
Vehicles 1 7.85 - ( 0.02) 1 7.83 8.51 1 .64 - - 1 0.15 7.68 9.34
Computer 2 .86 0 .75 - 3.61 2.30 0 .30 0 .07 - 2.67 0.94 0.57
Grand total 3 8.98 2 0.74 ( 0.17) 5 9.54 1 8.53 4 .34 1 .22 - 2 4.09 3 5.45 2 0.44
Note
1.The Company has not revalued its Property, Plant and Equipment (including right-of-use assets) or intangible assets during the current year and in comparative periods as presented.
2. Property, plant and equipments are hypothecated against working capital loans from bank (refer note 15 and 19).
3. The aggregate depreciation has been included under depreciation and amortisation expense in the statement of profit and loss.
4. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property
260Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
(All Amounts are ₹ in Millions unless otherwise stated)
Note 3 (b): Right-of-use Assets
Total Right-of-use
Description Building
Asset
Cost as at 31st March 2022 (A) 185.80 185.80
Additions - -
Deletions - -
Cost as at 31st March 2023 (B) 185.80 185.80
Additions - -
Deletions - -
Cost as at 31st March 2024 (C) 185.80 185.80
Additions - -
Deletions - -
Cost as at 31st March, 2025 (D) 185.80 185.80
Accumulated depreciation as at 31st March 2022 (E) 8 .18 8 .18
Depreciation for the year 1 2.28 1 2.28
Deletions - -
Accumulated depreciation as at 31st March 2023 (F) 2 0.45 2 0.45
Depreciation for the year 1 2.27 1 2.27
Deletions - -
Accumulated depreciation as at 31st March 2024 (G) 3 2.72 3 2.72
Depreciation for the year 1 2.26 1 2.26
Deletions - -
Accumulated depreciation as at 31st March, 2025 (H) 4 4.98 4 4.98
Net carrying amount as at 31st March 2023 (B) - (F)* 165.34 165.34
Net carrying amount as at 31st March 2024 (C) - (G)* 153.07 153.07
Net carrying amount as at 31st March, 2025 (D) - (H)* 140.82 140.82
* Refer note 38 for disclosure required pursuant to Ind AS 116
1. All leases are in the name of the Company
2. Right-of-use assets being Office Premises is mortgaged against working capital loans from bank (refer note 15 and 19).
261Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
(All Amounts are ₹ in Millions unless otherwise stated)
Note 3 (c): Investments Property
Investments in
Particulars
Flats
Measured at cost
Cost as at 31st March 2023 (A) 319.27
Additions -
Deletions -
Cost as at 31st March 2024 (B) 319.27
Additions -
Deletions -
Cost as at 31st March 2025 (C) 319.27
Accumulated depreciation as at 31st March 2023 (D) 0 .44
Depreciation for the year 5.32
Deletions -
Accumulated depreciation as at 31st March 2024 (E) 5 .76
Depreciation for the year 5.30
Deletions -
Accumulated depreciation as at 31st March 2025 (F) 1 1.06
Net carrying amount as at 31st March 2023 (A) - (D) 318.83
Net carrying amount as at 31st March 2024 (B) - (E) 313.51
Net carrying amount as at 31st March 2025 (C) - (F) 308.21
TheCompany’sinvestmentpropertiesconsistofFlats.Themanagementhasdeterminedthattheinvestmentpropertyconsistofoneclassofassetsbasedonthe
nature, characteristic and risk of the property.
Fairmarketvalueofinvestmentpropertyasat31stMarch2025was₹420.60Millionwhichhavebeenarrivedatonthebasisofvaluationscarriedoutbyregistered
valuer during the year ended 31st March 2024.
The said properties are mortgaged against Term Loan taken from Kotak Mahindra Bank (refer note 15).
There are no immovable properties whose title deeds are not held in the name of the Company as at 31st March 2025, 31st March 2024 and 31st March 2023.
262Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
4 Other Financial Assets
Particulars 31st March 2025 31st March 2024 31st March 2023
Security Deposits
- considered good * 5.37 4.79 5.52
Bank deposits with maturity more than 12 months** 0.20 - -
Total 5.57 4.79 5 .52
* Security deposit include deposit given for premises taken on lease and electricity deposits.
** Bank Deposit are lien marked against bank guarantee
5 Income tax assets (net) - non-current
Particulars 31st March 2025 31st March 2024 31st March 2023
Advance Income Tax & TDS (Net of Provision) 4.36 47.24 0.67
Total 4.36 4 7.24 0 .67
6 Other Non-current Assets
Particulars 31st March 2025 31st March 2024 31st March 2023
Capital Advances - 2.24 -
Total - 2.24 -
7 Inventories
Particulars 31st March 2025 31st March 2024 31st March 2023
(Valued at cost or Net Realisable Value whichever is lower)
Stock in Trade 5.49 516.56 187.92
Raw Material 510.84 83.21 66.48
Finished Goods 1,764.26 838.49 783.19
Total 2,280.59 1,438.26 1 ,037.59
Valuation of Inventories are as Valued and Certified by the Management.
*Working Capital Borrowing are secured by hypothecation of inventories of the Company
Refer Note No 2.8 under material accounting policy for mode of valuation.
8 Trade Receivables
Particulars 31st March 2025 31st March 2024 31st March 2023
Unsecured, considered good
Trade Receivables - Billed 883.14 6 06.29 473.88
Less: Allowance for expected credit loss (5.41) ( 1.60) (3.95)
Total 8 77.74 604.69 469.93
Trade receivables includes :
- Dues from related parties (refer note 33) - - -
- Other receivables 8 77.74 6 04.69 469.93
1. The Company's exposures to credit and loss allowances related to trade receivables are disclosed in Note 39.
2. Working Capital facilities is also secured against first charge on book-debts.
3. The amount of loss allowance (lifetime expected credit loss) has been recognized under the Simplified approach for trade receivable and hence break-up of trade receivable
into 'significant increase in credit risk' and 'credit impaired' has not been disclosed separately.
Trade Receivable Ageing
As at March 31, 2025
Outstanding for following periods from due date of payment
Category
< 6 months 6 mths - 1 year 1-2 years 2-3 years More than 3 years Total
(i) Undisputed Trade Receivables – Considered Goods 882.40 0.51 0.19 0.05 - 883.14
(ii) Undisputed Trade Receivables – Considered Doubtful - - - - - -
(iii) Disputed Trade Receivables – Considered Goods - - - - - -
(iv) Disputed Trade Receivables – Considered Doubtful - - - - - -
Less: Allowance for expected credit loss (5.41)
Net receivables 8 77.74
As at March 31, 2024
Outstanding for following periods from due date of payment
Category
< 6 months 6 mths - 1 year 1-2 years 2-3 years More than 3 years Total
(i) Undisputed Trade Receivables – Considered Goods 529.30 64.68 1 2.27 0.04 - 606.29
(ii) Undisputed Trade Receivables – Considered Doubtful - - - - - -
(iii) Disputed Trade Receivables – Considered Goods - - - - - -
(iv) Disputed Trade Receivables – Considered Doubtful - - - - - -
Less: Allowance for expected credit loss (1.60)
Net receivables 6 04.69
As at March 31, 2023
Outstanding for following periods from due date of payment
Category
< 6 months 6 mths - 1 year 1-2 years 2-3 years More than 3 years Total
(i) Undisputed Trade Receivables – Considered Goods 4 57.03 14.81 0.04 0.45 1 .55 473.88
(ii) Undisputed Trade Receivables – Considered Doubtful - - - - - -
(iii) Disputed Trade Receivables – Considered Goods - - - - - -
(iv) Disputed Trade Receivables – Considered Doubtful - - - - - -
Less: Allowance for expected credit loss (3.95)
Net receivables 4 69.93
263Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
9 Cash and Cash Equivalents
Particulars 31st March 2025 31st March 2024 31st March 2023
In current account with Banks 9.15 2 0.04 57.39
Cash on hand 0.95 0.88 0 .81
Total 10.10 2 0.92 58.20
10 Bank Balances other than Cash and Cash Equivalents above
Particulars 31st March 2025 31st March 2024 31st March 2023
Bank deposits with maturity less than 12 months* 20.94 1 7.62 6 .27
Total 20.94 1 7.62 6 .27
*Bank deposits are held as margin money against bank guarantee, lien for loan, forward contracts and CEPA purchases
11Other Financial Asset
Particulars 31st March 2025 31st March 2024 31st March 2023
Derivative Margin 1.99 - -
Other Receivable 0.15 - -
Security Deposits*
- Considered Good 7.60 - -
Total 9.74 - -
12 Other Current Assets
Particulars 31st March 2025 31st March 2024 31st March 2023
Advances to Supplier 9.05 9.35 5 .91
Receivable from government authority 7.83 3.66 5 .88
Prepaid expenses 8.57 3.09 5 .87
Advance to Employees 0.26 - -
Other receivables* 22.88 - -
Total 48.59 1 6.10 17.66
*Other Receivables includes eligible expenses incurred in connection with proposed initial public offer of equity shares of the Company amounting to ₹ 22.88 Million for the year ended March 31,
2025, recoverable against share premium portion of the IPO proceeds.
264Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
13 Share capital
Equity Share capital
Particulars 31st March 2025 31st March 2024 31st March 2023
(a) Authorised
10,00,00,000 (1,00,00,000) (1,00,00,000) Equity Shares of ₹ 10/-each * 1,000.00 100.00 100.00
1,000.00 100.00 100.00
(b) Issued
7,21,32,080 (90,16,510) (90,16,510) Equity Shares of ₹ 10/- each 721.32 9 0.17 9 0.17
721.32 9 0.17 9 0.17
(c) Subscribed and Paid-up**
72,132,080 (88,66,510) (88,66,510) Equity Shares of ₹ 10/- each 721.32 8 8.67 8 8.67
Amount paid up on Nil (1,50,000) (1,50,000) Equity Shares of ₹ 10/- each forfeited - 0.90 0 .90
Total 721.32 8 9.57 8 9.57
*Subsequent to the year ended 31 March 2024, the authorized share capital was increased from 1,00,00,000 equity shares of ₹ 10 each amounting to ₹ 100 million to 10,00,00,000 equity
shares of ₹ 10 each amounting to ₹ 1000 million which was duly approved by the board in meeting dated 28 November 2024 and by the shareholders of the Company by means of an special
resolution dated 29 November, 2024.
**The Board of Directors at its meeting held on 31 March 2012 had approved the forfeiture of 1,50,000 partly paid up shares . These share further reissued dated 27 November 2024 to Mr.
Chetan Thadeshwar at a premium of ₹ 182 per share.
*The Board of Directors at its meeting held on 30 November 2024 had approved the bonus issue of seven new equity share for every one share held on record date which was approved by the
shareholders by means of a special resolution resolution dated 30 November 2024. Through a Board resolution dated 30 November 2024, the Company has allotted 63,115,570 equity shares
of ₹ 10 each as bonus shares to the existing equity shareholders of the Company.
Notes :
(i) Reconciliation of number of Equity Shares and Amount outstanding at the beginning and at the end of the year
31st March 2025 31st March 2024 31st March 2023
Particulars No. of Equity No. of Equity
Amount Amount No. of Equity Shares Amount
Shares Shares
Equity shares outstanding as at the beginning of the year* 8,866,510 8 8.67 8,866,510 8 8.67 8 ,866,510 8 8.67
Add : Issued of equity shares during the year - - - - - -
Add Reissue of forfeited shares 1 50,000 1.50 - - - -
Add Bonus Shares 6 3,115,570 631.16 - - - -
Equity shares outstanding as at the end of the year 72,132,080 721.32 8,866,510 8 8.67 8 ,866,510 8 8.67
* During the financial year 2024-25 the Company has transferred forfeited amount of Rs. 0.90 Mn of forefeited 150,000 shares to Capital reserve.
(ii) Shares held by holding company/promoter
31st March 2025 31st March 2024 31st March 2023
Name of the shareholder (promoter) Number of Number of
Amount Amount Number of Shares Amount
Shares Shares
Chetan N. Thadeshwar 40,265,600 402.66 4,883,200 48.83 4,883,200 48.83
Mamta Chetan Thadeshwar 20,852,000 208.52 2,606,600 26.07 2,606,600 26.07
Viraj Chetan Thadeshwar 5,506,040 55.06 688,355 6.88 688,355 6.88
Balraj Chetan Thadeshwar 5,506,040 55.06 688,355 6.88 688,355 6.88
7 2,129,680 721.30 8,866,510 8 8.67 8 ,866,510 8 8.67
(iii) Details of Shareholders holding more than 5% of Equity Shares of the Company
31st March 2025 31st March 2024 31st March 2023
Name of the shareholder Number of Number of
% of Holding % of Holding Number of Shares % of Holding
Shares Shares
Chetan N. Thadeshwar 40,265,600 55.82% 4,883,200 55.07% 4,883,200 55.07%
Mamta Chetan Thadeshwar 20,852,000 28.91% 2,606,600 29.40% 2,606,600 29.40%
Viraj Chetan Thadeshwar 5,506,040 7.63% 688,355 7.76% 688,355 7.76%
Balraj Chetan Thadeshwar 5,506,040 7.63% 688,355 7.76% 688,355 7.76%
7 2,129,680 100.00% 8,866,510 100.00% 8 ,866,510 100.00%
(iv) Terms / rights attached to equity shares
The Company has single class of equity shares. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the
shareholders. In the event of liquidation, the equity shareholders are eligible to received the remaining assets of the Company after distribution of all preferential amounts, in proportion to
their shareholding.
265Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
14 Other Equity
Particulars Amount
(a ) Securities premium reserve
As at 31st March 2022 21.45
Addition/(deletion) during the year -
As at 31st March 2023 21.45
Addition/(deletion) during the year -
As at 31st March 2024 21.45
Addition/(deletion) during the year -
Premium on reissue of forfeited shares* 27.30
As at 31st March 2025* (A) 48.75
(b) Retained earnings
As at 31st March 2022 7 12.55
Profit for the year 2 33.58
Other comprehensive income 0.08
As at 31st March 2023 9 46.21
Profit for the year 3 11.05
Other comprehensive income 0.19
As at 31st March 2024 1,257.46
Profit for the year 6 11.14
Other comprehensive income 0.04
Bonus Issue of Equity Shares (631.16)
As at 31st March 2025 (B) 1,237.48
(c) Capital reserve
As at 31st March 2022 -
Addition/(deletion) during the year -
As at 31st March 2023 -
Addition/(deletion) during the year -
As at 31st March 2024 -
Addition/(deletion) during the year -
Forfeited Shares 0.90
As at 31st March 2025 (C) 0.90
Total Other Equity (A) + (B) + (C) 1,287.13
* Includes securities premium of ₹ 27.30 Mn received on reissue of 1,50,000 forefeited shares during the year
Brief description of other equity:
a.SecuritiesPremium:Thisrepresentsamountsreceivedinadditiontotheparvalueofshares.Theutilisationofthesecuritiespremiumwillbeinaccordancewiththe
provisions of The Companies Act, 2013.
b.RetainedEarnings:Thisrepresentsthecumulativeprofitsofthecompany.Thisreserveisfreereservesandcanbeutilisedforanypurposeasmayberequired.All
Adjustments arising on account of transition to Ind AS are recorded under this reserve.
c. Capital Reserve: This represent the amount of 1,50,000 forfeited shares partly paid up earlier
15 Borrowings - Non-current*
Particulars 31st March 2025 31st March 2024 31st March 2023
Secured Loan
Kotak Mahindra Bank - Loan against property (refer note (1) below) 55.00 85.00 115.00
Kotak Mahindra Prime Ltd - Vehicle Loan (refer note (2) below) 1.13 1.43 -
Preference Share Capital (refer note (3) below) - - 85.72
Total secured borrowings 56.13 86.43 200.72
Unsecured
Loan From Promoters/Directors (refer note (4) below) (Refer note 33) - - 113.69
Total unsecured borrowings - - 113.69
Less: Current maturities of long term loans (refer table below) 30.33 30.30 143.69
25.80 56.13 170.72
*Information about the Companys' exposure to interest and liquidity risk is included in Note 39
1Term Loan for purchase of Property is repayable in 5 years in monthly instalments as per the sanction letter, Maturity is due in January-27. The rate of interest is 8.80%
pa.
2Vehicle Loan for purchase of Vehicle is repayable in 5 years in monthly instalments as per the sanction letter, Maturity is due in March-28. The rate of interest is 9.20%
pa.
3Preference shares carried 9% dividend rates and were carried at amortised cost. These were redeemed during the FY 23-24.
Details of Loans taken from bank
Particulars 31st March 2025 31st March 2024 31st March 2023
Secured
From Banks 30.33 30.30 143.69
From Others - - -
Total 30.33 30.30 143.69
4Loan from promoters/directors repayable as of 31st March 2025 are in nature of Interest free loan, however the Company has paid interest on loan in FY 2022-23 and
2021-22 in between 6% to 10% p.a.
Nature of Security
Term loans from Kotak Mahindra Bank are secured against flats classified as Investment Property.
Vehicle loan from Kotak Mahindra Prime Ltd is secured against specific charge on the respective vehicle.
26616 Lease liabilities
Particulars 31st March 2025 31st March 2024 31st March 2023
Lease liabilities (Refer note 38) 20.80 31.12 39.99
Total 20.80 31.12 39.99
Current 11.95 10.32 8.87
Non-current 8.85 20.80 31.12
17Provisions
Particulars 31st March 2025 31st March 2024 31st March 2023
Provision for employee benefits
Provision for Gratuity (Refer Note 36) 4.38 - -
Total 4.38 - -
18 Deferred tax liabilities
Particulars 31st March 2025 31st March 2024 31st March 2023
Deferred tax libailities (net) (refer note 34) 7.31 9 .80 9 .80
Total 7.31 9.80 9 .80
19 Borrowings - Current
Particulars 31st March 2025 31st March 2024 31st March 2023
Secured
From Banks
Cash Credit (Refer note (i) below) 8 42.73 6 43.10 283.58
Gold loan (refer Note 41)* 1 24.72 2 22.18 293.89
Current maturities of long term loans (refer note 15) 30.33 30.30 143.69
From others
Interest free loan from related parties, repayable on demand (unsecured) (Refer
1 86.73 1 18.08 -
Note 33)
Total 1,184.51 1,013.66 721.16
i CashcreditandGoldloansaresecuredagainsthypothecationofinventory,receivables,currentassetsandmoveablefixedassetsandalsomortgageofleasehold
office premises and property belonging to directors and investment property.
*AmountspayableagainstgoldpurchasedfrombanksunderGoldonloanscheme.Theinterestrateofthesamevariesfrom2.50%to3.50%perannum.Thecredit
period under the aforesaid arrangement is upto 180 days from the date of the delivery of gold.
20 Trade Payables
Particulars 31st March 2025 31st March 2024 31st March 2023
Total outstanding dues of micro enterprises and small enterprises 30.03 - -
Total outstanding dues of creditors other than micro 4 04.82 92.29 29.59
Total 4 34.85 92.29 29.59
UndertheMicro,SmallandMediumEnterprisesDevelopmentAct,2006whichcameintoforcefromOctober2,2006,certaindisclosuresarerequiredtobemade
relating to Micro, Small & Medium Enterprises.
Particulars 31st March 2025 31st March 2024 31st March 2023
The principal amount and the interest due thereon remaining unpaid to any
supplier as at the end of each accounting year*
- Principal amount due to micro and small enterprises 30.03 - -
- Interest due to Micro, Small And Medium Enterprises 0.11 - -
-Theamountofinterestpaidbythebuyerintermsofsection16oftheMSMED - - -
Act2006alongwiththeamountsofthepaymentmadetothesupplierbeyondthe
appointed day during each accounting year
- The amountof interestdue andpayable forthe periodof delayin making - - -
payment(whichhavebeenpaidbutbeyondtheappointeddayduringtheperiod)
but without adding the interest specified under the MSMED Act 2006.
- The amount of Interest accrued and remaining unpaid at the end of each 0 .11 - -
accounting period.
- The amount of further interest remaining due and payable even in the - - -
succeedingyears,untilsuchdatewhentheinterestduesasaboveareactually
paid to the small enterprise for the purpose of disallowance as a deductible
expenditure under section 23 of the MSMED Act 2006.
*'DuestoMicro,SmallandMediumEnterprisesincludinginteresthavebeendeterminedtotheextentsuchpartieshavebeenidentifiedonthebasisofinformation
collected by the Management and information collected in this regard. This has been relied upon by the auditors.
267Trade Payables Ageing
As at March 31, 2025
Outstanding for following periods from due date of payment
Category
Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME 30.03 - - - 30.03
(ii) Others 4 04.82 4 04.82
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - - -
Total 4 34.85 - - - 4 34.85
FY 2023-24
Outstanding for following periods from due date of payment
Category
Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME - - - - -
(ii) Others 92.25 0.04 - - 92.29
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - - -
Total 92.25 0.04 - - 92.29
FY 2022-23
Outstanding for following periods from due date of payment
Category
Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME - - - - -
(ii) Others 28.24 1.17 0.19 - 29.59
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - - -
Total 28.24 1.17 0.19 - 29.59
21 Other financial liabilities
Particulars 31st March 2025 31st March 2024 31st March 2023
Dividend Payable on Preference Shares - - 6 .94
Total - - 6 .94
22 Other Current Liabilities
Particulars 31st March 2025 31st March 2024 31st March 2023
Advance from customer 41.65 8.99 30.76
Statutory liabilities 7.97 5.00 6 .14
Outstanding Liabilities 21.42 61.79 41.75
Total 71.04 75.78 78.65
23 Provisions
Particulars 31st March 2025 31st March 2024 31st March 2023
Provision for compensated absences and gratutity (refer note 36) 0.33 2.78 1 .38
Total 0.33 2.78 1 .38
268Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
24 Revenue from operations
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from Operation 15,699.33 10,816.37 9 ,340.37
Sale of Bullion 1,671.74 - -
Sale of Product(Net) 1 4,027.59 1 0,816.37 9 ,340.37
Other Operating Income
Labour Charges Received 264.83 193.24 156.47
Hallmarking Charges Received 5 .73 5 .62 5 .33
Total 14,298.15 11,015.23 9 ,502.17
Refer Note no. 37 for disclosure required pursuant to IND AS 115.
25 Other Income
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest Income
- On deposit with banks 1 .32 0 .94 0 .28
- On others 0 .01 0 .01 2 .47
Exchange Difference 0 .88 2 .76 5 .81
Reversal of excess provision of ECL - 2 .35 1 .88
Interest on security deposit 0 .39 0 .31 0 .29
Miscellaneous income 0 .17 5 .48 0 .04
Profit on Sale of Car 0 .24 - -
Total 3 .01 11.85 10.77
26 Cost of raw material and component consumed
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Opening Stock 8 3.21 66.48 155.40
Add : Purchases of materials 1 3,002.37 9 ,754.93 8 ,510.55
Add : Labour Charges 5 0.28 57.16 121.73
13,135.86 9 ,878.57 8 ,787.68
Less : Cost of Bullion Sold* 1,671.74 - -
Less : Closing stock 5 10.84 83.21 66.48
Total 10,953.28 9 ,795.36 8 ,721.20
*Bullion sold to Job Worker
27 Purchases of Stock-In-Trade
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Purchases of Stock-In-Trade 2,611.51 933.92 262.66
Total 2 ,611.51 933.92 262.66
28 Changes in Inventory of Finished Goods & Stock-in-Trade
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Inventories as at the beginning of the year
Finished Goods 838.49 783.19 810.50
Stock in Trade 516.55 187.92 143.22
1,355.04 971.11 953.72
Inventories as at the end of the year
Finished Goods 1,764.26 838.49 783.19
Stock in Trade 5 .49 516.55 187.92
1,769.75 1 ,355.04 971.11
(Increase) / Decrease in inventories ( 414.71) ( 383.93) ( 17.39)
29 Employee Benefit Expenses
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Salaries and wages 124.82 90.88 74.03
Contributions to provident and other funds 0 .33 0 .32 0 .31
Staff welfare expenses 0 .04 0 .02 0 .01
Gratuity 1 .94 1 .65 0 .97
Leave Encashment 0 .09 - -
Total 127.22 92.87 75.32
30 Finance Cost
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest Expenses on Borrowings 6 9.79 38.90 27.38
Dividend on Preferential Shares - 10.38 7 .71
Interest on Lease Liabilities 2 .39 3 .25 3 .98
Interest Expense Gold on loan 9 .59 7 .68 9 .04
Interest Expense Car Loan 0 .12 0 .13 -
Interest To MSME 0 .11 - -
Interest on loan from Directors/Promoters - - 8 .13
Total 82.00 60.34 56.24
269Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
31 Depreciation and Amortisation
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation on tangible assets 8 .60 8 .04 5 .55
Depreciation of right-of-use assets (refer note 3(b)) 1 2.26 12.27 12.28
Depreciation on Investment Properties (refer note 3(c)) 5 .30 5 .32 0 .44
Total 26.16 25.63 18.27
32 Other Expenses
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Advertisement and Sales Promotion 1 8.97 18.86 11.16
Audit Fees (refer note (i) below) 1 .30 1 .10 0 .30
Bank Charges 0 .82 1 .52 1 .45
Courier & Logistics Charges 2 .02 1 .17 3 .13
Corporate Social Responsibility Expenses [refer note (ii) below] 6 .80 5 .17 4 .58
Electricity Charges 3 .68 3 .32 3 .12
Factory Expense 1 .60 1 .56 2 .37
Hallmarking Charges 8 .23 7 .76 8 .03
Insurances 3 .31 2 .01 1 .21
Labour Charges 1 0.43 15.32 30.78
Legal and Profession 5 .25 0 .28 0 .12
Repair & Maintenance 1 .72 5 .47 (3.92)
Rates & Taxes 1 2.26 2 .36 9 .91
Security Charges 3 .51 2 .86 3 .15
Travelling Expenses 2 .09 3 .05 2 .20
Expected Credit Loss 3 .81 - -
Bad debts Written Off 0 .90 1 .70 -
Fixed Assets Write Off - 0 .89 -
Trading Gains/Losses (Net) 2 .70 - -
Other Expenses 8 .33 6 .90 4 .70
Total 97.73 81.30 82.29
Note: Values with ₹ 0.00 denotes amounts less than ₹ 5000.
Note - (i) : Payment to Auditor's (excluding GST)
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
- Statutory Audit fees 1.20 1.10 0.30
- Tax Audit fees 0.10 - -
Note - (ii) : Corporate social responsibility
AsperSection135oftheCompaniesAct,2013,acompany,meetingtheapplicabilitythreshold,needstospendatleast2%ofitsaveragenetprofitforthe
immediatelyprecedingthreefinancialyearsoncorporatesocialresponsibility(CSR)activities.Pursuanttosaidprovision,theCompanyhasconstitutedthe
CSR committee in earlier years. The funds are utilized throughout the year on the activities which are specified in Schedule VII of the Act.
The utilization is primarily done by way of contribution to a trusts, the details are given below:
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
a) Gross amount required to be spent by the Company 6 .76 5 .16 3 .85
b) Amount spent during the year 6 .80 5 .17 4 .58
- Amount spent for the purpose CSR Contribution for Towards helping Towards providing
Medical Camp in needy, poor and food for eradicating
Partnership with handicapped people hunger under kalawati
Swarlipi Chartitable and for education devi memorial
Trust & Financial under kalawati devi charitable society.
Support for TB memorial charitable
Truenat Machine for society.
TB Testing
c) Shortfall at the end of the period / year - - -
d) Total of previous years shortfall - - -
e) Details of related party transactions - Refer Note 33 - - -
270Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 33 : Related Party Disclosure
Disclosures as required by the Indian Accounting Standard 24 (Ind AS 24) on “Related Party Disclosures” are given below:
Related party relationships, transactions and balances (as identified by the management)
A. Nature of relationship
Key Management Personnel
1) Chetan N Thadeshwar
2) Mamta Chetan Thadeshwar
3) Viraj Chetan Thadeshwar
4) Balraj Chetan Thadeshwar
5) Ritesh Doshi
6) Radhamanalan
7) Nitesh Mahendra Kothari
8) Anilkumar Mohanraj Marlecha
9) Ruchika Agarwal
10) Rachit S Sinha
Relative of Key Management Personnel
1) Chetan N Thadeshar HUF
2) Viraj Chetan Thadeshwar HUF
3) Sneha Ritesh Doshi
271Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 33 : Related Party Disclosure (Contd.)
Note : Related Party Disclosure
Disclosures as required by the Indian Accounting Standard 24 (Ind AS 24) on “Related Party Disclosures” are given below:
Related party relationships, transactions and balances (as identified by the management)
A. Nature of relationship
Key Management Personnel
1) Chetan N Thadeshwar
2) Mamta C Thadeshwar
3) Viraj C Thadeshwar
4) Balraj C Thadeshwar
5) Ritesh Doshi
6) Radhamanalan
7) Nitesh Mahendra Kothari
8) Anilkumar Mohanraj Marlecha
9) Ruchika Agarwal
10) Rachit S Sinha
Relative of Key Management Personnel
1) Chetan N Thadeshar HUF
2) Viraj C Thadeshwar HUF
3) Sneha Ritesh Doshi
B. Transactions and closing balance with the Related Parties are as under:
Sr. No Particulars 2024-25 2023-24 2022-23
Transactions with Key Management Personnel
1 Managerial remuneration 63.79 36.30 36.30
Chetan N Thadeshwar 30.00 19.80 19.80
Mamta C Thadeshwar 10.80 6.60 6.60
Viraj C Thadeshwar 10.80 6.60 6.60
Balraj C Thadeshwar 10.80 3.30 3.30
Ritesh Doshi 0 .96 - -
Rachit S Sinha 0 .43 - -
2 Director's Sitting Fees 0.59 - -
Radhamanalan 0 .12 - -
Nitesh Mahendra Kothari 0 .13 - -
Anilkumar Mohanraj Marlecha 0 .13 - -
Ruchika Agarwal 0 .06 - -
Mamta C Thadeshwar 0 .09 - -
Sejal Jain 0 .06 - -
3 Interest Expenses - - 8.13
Chetan N Thadeshwar - - 3.45
Chetan N Thadeshwar HUF - - 0.67
Mamta C Thadeshwar - - 2.83
Viraj C Thadeshwar - - 1.02
Viraj C Thadeshwar HUF - - 0.16
4 Professional Fees 0.08 - -
Sneha Ritesh Doshi 0.08 - -
5 Loan taken 119.44 4.39 5.95
Chetan N Thadeshwar 6 5.37 1.95 -
Mamta C Thadeshwar 4 3.58 1.40 2.60
Viraj C Thadeshwar 5 .50 1.04 2.60
Viraj C Thadeshwar HUF - - 0.75
Chetan Thadeshwar HUF - - -
Balraj C Thadeshwar 5 .00
6 Loan repaid 50.78 - 35.78
Chetan N Thadeshwar 3 0.80 - 19.62
Chetan N Thadeshwar HUF 1 1.47 - 0.40
Mamta C Thadeshwar 5 .50 - 15.76
Balraj C Thadeshwar - - -
Viraj C Thadeshwar - - -
Viraj C Thadeshwar HUF 3.01 - -
272Balance outstanding at the end of year:
Transactions with Key Management Personnel
1 Loan taken 186.73 1 18.07 1 13.68
Chetan N Thadeshwar 8 0.00 4 5.43 43.48
Mamta C Thadeshwar 7 6.26 3 8.19 36.79
Viraj C Thadeshwar 2 5.47 1 9.97 18.94
Balraj C Thadeshwar 5 .00 - -
Viraj C Thadeshwar HUF - 3.01 3.01
Chetan N Thadeshwar HUF - 1 1.47 11.46
2 Remuneration payable 9 .80 5 6.92 37.26
Chetan Thadeshwar 2 .65 3 9.66 27.66
Mamta Thadeshwar 0 .15 6.65 2.57
Viraj C Thadeshwar 4 .39 6.78 4.54
Balraj C Thadeshwar 2 .41 3.83 2.49
Ritesh Doshi 0 .09 - -
Rachit S Sinha 0 .10 - -
Sneha Ritesh Doshi 0 .01 - -
273Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 34 : Tax expense
(a) Amounts recognised in profit and loss
For the year ended
31st March 2025 31st March 2024 31st March 2023
Current income tax 209.29 110.88 79.57
Earlier year taxes - (0.28) -
Deferred income tax liability / (asset), net
Origination and reversal of temporary differences (2.47) (0.06) 1.20
Deferred tax expense (2.47) (0.06) 1.20
Tax expense for the year 206.82 110.54 80.77
(b) Amounts recognised in other comprehensive income
For the year ended 31st March 2025 For the year ended 31st March 2024
Tax (expense) Tax (expense)
Before tax Net of tax Before tax Net of tax
benefit benefit
Items that will not be reclassified to profit or loss
Remeasurements of the defined benefit plans 0.05 (0.01) 0.04 0.25 (0.06) 0.19
0.05 (0.01) 0.04 0.25 (0.06) 0.19
For the year ended 31st March 2023
Tax (expense)
Before tax Net of tax
benefit
Items that will not be reclassified to profit or loss
Remeasurements of the defined benefit plans 0.10 (0.02) 0.08
0.10 (0.02) 0.08
(c) Reconciliation of effective tax rate
For the year ended
31st March 2025 31st March 2024 31st March 2023
Profit before tax 817.96 421.59 316.11
Statutory income tax rate 25.17% 25.17% 25.17%
Tax using the Company’s domestic tax rate 205.86 106.11 79.57
Tax effect of:
Non-deductible tax expenses 3.15 4.78 -
209.01 110.88 79.57
Effective Rate of Income Tax 25.55% 26.30% 25.17%
(d) Movement in deferred tax balances
31st March 2025
Net balance Recognised in profit Recognised Deferred tax
1st April 2024 or loss in OCI Net asset/(Deferred
tax liability)
Deferred tax asset
Property, plant and equipment ( 6.70) 3.09 - ( 3.61) (3.61)
Lease Liabiilties ( 4.05) ( 2.00) - ( 6.05) (6.05)
Fair Value of Financial Assets ( 0.15) ( 0.08) - ( 0.24) (0.24)
Compensated absences and gratuity 0.70 0.51 0.01 1 .22 1.22
Expected Credit Loss 0.40 0.96 - 1 .36 1.36
Tax assets / (Liabilities) (net) ( 9.80) 2.47 0 .01 (7.31) (7.31)
31st March 2024
Net balance Recognised in profit Recognised Deferred tax
1st April 2023 or loss in OCI Net asset/(Deferred
tax liability)
Deferred tax asset
Property, plant and equipment ( 9.16) 2.46 ( 6.70) (6.70)
Lease Liabiilties ( 1.90) ( 2.15) ( 4.05) (4.05)
Fair value of Financial Assets ( 0.07) ( 0.08) ( 0.15) (0.15)
Compensated absences and gratuity 0.35 0.29 ( 0.06) 0 .70 0.70
Expected Credit Loss 0.99 ( 0.59) 0 .40 0.40
Tax assets / (Liabilities) (net) ( 9.80) ( 0.07) ( 0.06) (9.80) (9.80)
(e) Movement in deferred tax balances
31st March 2023
Net balance Recognised in profit Recognised Deferred tax
1st April 2022 or loss in OCI Net asset/(Deferred
tax liability)
Deferred tax asset
Property, plant and equipment ( 10.17) 1.01 (9.16) (9.16)
Lease Liabiilties - ( 1.90) (1.90) (1.90)
Fair value of Financial Assets - ( 0.07) (0.07) (0.07)
Compensated absences and gratuity 0.13 0.24 ( 0.02) 0.35 0.35
Expected Credit Loss 1.47 ( 0.47) 0.99 0.99
Tax assets / (Liabilities) (net) ( 8.58) ( 1.20) ( 0.02) (9.80) (9.80)
TheCompanyoffsetstaxassetsandliabilitiesifandonlyifithasalegallyenforceablerighttosetoffcurrenttaxassetsandcurrenttaxliabilitiesandthedeferredtaxassetsand
deferred tax liabilities relate to income taxes levied by the same tax authority.
Significantmanagementjudgementisrequiredindeterminingprovisionforincometax,deferredincometaxassetsandliabilitiesandrecoverabilityofdeferredincometaxassets.
Therecoverabilityofdeferredincometaxassetsisbasedonestimatesoftaxableincomebyeachjurisdictioninwhichtherelevantentityoperatesandtheperiodoverwhich
deferred income tax assets will be recovered.
Tax losses for which no deferred tax asset was recognised
In respect of capital loss : 31st March 2025 31st March 2024 31st March 2023
Expiry date 31/03/2025 - - -
274Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 35
Earnings per equity share
Basicearningpershare(EPS)amountsarecalculatedbydividingtheprofitfortheyearattributabletoequityholdersbytheweightedaveragenumberofequitysharesoutstanding
during the year.
DilutedEPSamountsarecalculatedbydividingtheprofitattributabletoequityholders(afteradjustingforinterestontheconvertiblepreferenceshares)bytheweightedaverage
number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into
equity shares.
Particulars 31st March 2025 31st March 2024 31st March 2023
i. Profit attributable to Equity holders
Profit attributable to equity holders :
Profit attributable to equity holders for basic earnings 611.14 311.05 233.58
Profit attributable to equity holders adjusted for the effect of dilution 611.14 311.05 233.58
ii. Weighted average number of ordinary shares
Weighted Average Number of Shares 71,339,751 70,932,080 70,932,080
Weighted average number of shares outstanding as at March 31 for EPS* 71,339,751 70,932,080 70,932,080
Basic and diluted earnings per share
Basic earnings per share 8.57 4.39 3.29
Diluted earnings per share 8.57 4.39 3.29
*On30November2024,Companyhasissued6,20,65,570Equitysharesof₹10eachasbonussharesinratioof7:1totheexistingequityshareholders.ThishasbeenapprovedbyBoard
ofDirectorsandShareholderson30November2024.ImpactofthesamehasbeenconsideredinthecalculationofBasicandDilutedEPSfortheyearended31stMarch2025, 31st
March, 2024 and 31st March, 2023
Company has also re-issued 150,000 Forefeited Equity Shares on 28th November, 2024. Bonus in the ratio of 7:1 has also been issued on the same on 30th November, 2024.
275Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 36 : Employee benefit expense
The Company contributes to the following post-employment defined benefit plans in India.
A. (i) Defined Contribution Plans:
TheCompanymakescontributionstowardsprovidentfundtoadefinedcontributionretirementbenefitplanforqualifyingemployees.Undertheplan,theCompanyis
required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.
The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
The Company recognised ₹ 0.33 Millions (31st March 2024 ₹ 0.32 Millions) for provident and other fund contributions in the Statement of Profit and Loss.
(ii) Defined Benefit Plan :
*TheCompanyhasadefinedbenefitunfundedgratuityplaninIndia,governedbythePaymentofGratuityAct,1972.Itentitlesanemployee,whohasrenderedatleastfive
yearsofcontinuousservice,togratuityattherateoffifteendayswagesforeverycompletedyearofserviceorpartthereofinexcessofsixmonths,basedontherateofwages
last drawn by the employee concerned.These defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market (investment) risk.
A. Assets and liabilities related to employee benefits
Basedontheactuarialvaluationobtainedinthisrespect,thefollowingtablesetsoutthestatusofthegratuityplanandtheamountsrecognisedintheCompany’sfinancial
statements as at balance sheet date:
31st March 2025 31st March 2024 31st March 2023
Fair value of plan asset* - - -
Present value of obligations 4.61 2.78 1.38
Asset / (Liability) recognised in Balance Sheet 4.61 2.78 1.38
Non-current - -
Current - -
B. Movement in net defined benefit liability
Defined benefit obligation
31st March 2025 31st March 2024 31st March 2023
Opening balance 2.78 1.38 0.50
Included in profit or loss
Current service cost 1.69 1.55 0.94
Interest cost (income) 0.20 0.10 0.03
A 4.67 3.03 1.47
Included in OCI
Remeasurement loss (gain):
Actuarial loss (gain) arising from: 0.19 -0.25 -0.10
Financial assumptions
Experience adjustment -0.24 0.00
B -0.05 -0.25 -0.10
Other
Benefits paid C
Closing balance (A+B+C) 4.61 2.78 1.38
Maturity Analysis of Projected Benefit Obligation from the reporting year:
5th
1st Following 2nd Following 3rd Following 4th Following Sum of Years
Following
Year Year Year Year 6 To 10
Year
31st March 2025 0.24 0.18 0.37 0.53 0.62 2.43
31st March 2024 0 .14 0 .13 0 .13 0.28 0 .40 1 .62
31st March 2023 0.00 0.10 0.10 0.09 0.20 0.82
1st April 2022 0.00 0.00 0.07 0.06 0.06 0.26
C. Movement in Fair value of plan assets*
Gratuity plan of the Company is unfunded and accordingly there are no plan assets as at reporting period.
D. Defined benefit obligations
i. Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).
31st March 2025 31st March 2024 31st March 2023
Discount rate 6.59% 7.17% 7.30%
Salary escalation rate 10.00% 10.00% 10.00%
Attrition rate 15.00% 15.00% 15.00%
Mortality rate varies from 0.09% to 1.12%, Published rates under Indian Assured Lives Mortality Ult Table (IALM) 2012-14.
ii. Sensitivity analysis
Reasonablypossiblechangesatthereportingdatetooneoftherelevantactuarialassumptions,holdingotherassumptionsconstant,wouldhaveaffectedthedefinedbenefit
obligation by the amounts shown below.
31st March 2025 31st March 2024 31st March 2023
Increase Decrease Increase Decrease Increase Decrease
Rate of discounting (1% movement) (0.32) 0.36 (0.19) 0.22 (0.10) 0.11
Rate of salary increase (1% movement) 0.35 (0.31) 0.21 (0.19) 0.11 (0.10)
Rate of employee turnover (1% movement) (0.15) 0.17 (0.09) 0.10 (0.05) 0.05
Thesesensitivityanalysishavebeendeterminedbasedonreasonablepossiblechangesoftherespectiveassumptionsoccurringattheendofthereportingperiod,while
holding all other assumptions constant.
276Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 37 - Dislosure under Ind AS 115 - Revenue from contracts with customers
The Company generates revenue primarily from sale of Mangalsutra made of Gold and other articles. Other sources of revenue includes
Labour Charges and Hall Marking charges. There is no impact on the Company’s revenue on applying Ind AS 115 from the contract with
customers.
The following table presents the disaggregated revenue from contracts with customers:
Revenue by product lines and others:
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Sale of Jewellery 1 4,298.15 1 1,015.23 9,502.17
-
Total 14,298.15 11,015.23 9 ,502.17
Sales by performance obligations
Particulars Sale of Products
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Revenue by time of recognition
At a point in time 1 4,298.15 1 1,015.23 9,502.17
Over the period of time - - -
Total Revenue 14,298.15 11,015.23 9 ,502.17
Revenue by geographical market
India 1 4,102.82 1 0,803.61 9,099.63
Others 195.32 211.62 402.53
14,298.15 11,015.23 9 ,502.17
Reconciliation of revenue from contract with customer
Particulars Sale of Products
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from contract with customer as per the contract price 1 4,102.82 1 0,803.61 9,099.63
Adjustments made to contract price on account of :-
a) Discounts / Rebates / Incentives - - -
b) Sales Returns /Credits / Reversals - - -
Revenue from contract with customer 14,102.82 10,803.61 9 ,099.63
Contract balances:
The following table provides information about category of trade receivables:
Particulars 31st March 2025 31st March 2024 31st March 2023
Trade Receivables 877.74 604.69 469.93
Total 877.74 604.69 469.93
Contract liabilities
Advance collections are recognised when payment is received before the related performance obligation is satisfied.
This includes advances received from the customer towards sale of goods. Revenue is recognised once the performance obligation is
met i.e. upon transfer of control of promised goods to customers.
Movements in Contract liabilities
Particulars 31st March 2025 31 March 2024 31 March 2023
Closing contract liabilities 41.65 8 .99 30.76
277Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 38 : Leases
TheCompany’sleaseassetprimarilyconsistofleasesforbuildingshavingvariousleaseterms.TheCompanyalsohascertainleasesof
with lease terms of 12 months or less. The Company applies the ‘short-term lease’ recognition exemptions for these leases.
Following is carrying value of right of use assets and the movements thereof :
Right-of-use assets
As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Building
Opening Gross Block 185.80 185.80 185.80
Addition - - -
Deletion - - -
Closing Gross Block 1 85.80 185.80 185.80
Opening Accumulated amortisation 32.72 2 0.45 8 .18
Addition 12.26 12.27 1 2.28
Deletion - - -
Closing Accumulated amortisation 4 4.98 3 2.72 20.45
Net Block as on 1 40.82 153.08 165.35
Following is carrying value of Lease Liability and the movements thereof :
Lease Liability
As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Building
Opening Balance 31.12 39.99 47.55
Addition - -
Interest Cost accrued during the year 2.39 3.25 3.98
Lease liability payment 12.71 12.11 11.54
Deletion - -
Closing Balance 20.80 31.12 39.99
Current lease liability 11.95 10.32 8.87
Non - Current lease liability 8.85 20.80 31.12
Total lease liability 20.80 31.12 39.99
TheCompanydoesnotfaceasignificantliquidityriskwithregardtoitsleaseliabilitiesasthecurrentassetsaresufficienttomeetthe
obligations related to lease liabilities as and when they fall due.
The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:
As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Not later than one year 13.34 12.71 12.11
Later than one year and not later than five years 8.46 21.60 34.21
Later than five years 8.82 9.02 9.12
278Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 39 : Disclosures on Financial Instrument
Financial instruments – Fair values and risk management
A. Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value
information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Carrying amount Fair value
31st March 2025
FVTPL FVTOCI Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets
Cash and cash equivalents and Bank balances - - 3 1.04 31.04 - - 31.04 31.04
other than cash and cash equivalents
Non-current financial Assets - - 5 .57 5.57 - - 5.57 5.57
Trade receivables - - 877.74 877.74 - - 877.74 877.74
Current Financial Assets - - 9 .74 9.74 - - 9.74 9.74
- - 924.08 924.08 - - 924.08 924.08
Financial liabilities
Non Current Borrowings - - 2 5.80 25.80 - - 25.80 25.80
Current borrowings - - 1,184.51 1,184.51 - - 1,184.51 1,184.51
Lease Liabilities - - 2 0.80 20.80 20.80 20.80
Trade payables - - 404.82 404.82 - - 404.82 404.82
- - 1,635.93 1,635.93 - - 1,635.93 1,635.93
Carrying amount Fair value
31st March 2024
FVTPL FVTOCI Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets
Cash and cash equivalents and Bank balances - - 3 8.54 38.54 - - 38.54 38.54
other than cash and cash equivalents
Non-current financial Assets - - 4 .79 4.79 - - 4.79 4.79
Trade receivables - - 604.69 604.69 - - 604.69 604.69
- - 648.02 648.02 - - 648.02 648.02
Financial liabilities
Non Current Borrowings - - 5 6.13 56.13 - - 56.13 56.13
Current borrowings - - 1,013.66 1,013.66 - - 1,013.66 1,013.66
Lease Liabilities - - 3 1.12 31.12 31.12 31.12
Trade payables - - 9 2.29 92.29 - - 92.29 92.29
- - 1,193.21 1,193.21 - - 1,193.21 1,193.21
31st March 2023 Carrying amount Fair value
FVTPL FVTOCI Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets
Cash and cash equivalents and Bank balances - - 64.47 64.47 - - 64.47 64.47
other than cash and cash equivalents
Non-current financial Assets - - 5.52 5.52 - - 5.52 5.52
Trade receivables - - 469.93 469.93 - - 469.93 469.93
- - 539.92 539.92 - - 539.92 539.92
Financial liabilities
Non Current Borrowings - - 170.72 170.72 - - 170.72 170.72
Current borrowings - - 721.16 721.16 - - 721.16 721.16
Lease Liabilities - - 39.99 39.99 - - 39.99 39.99
Trade payables - - 29.59 29.59 - - 29.59 29.59
Other financial liabilities - - 6.94 6.94 - - 6.94 6.94
- - 968.40 968.40 - - 968.40 968.40
279Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 39 : Disclosures on Financial Instrument
Financial instruments – Fair values and risk management
B. Measurement of fair values (Key inputs for valuation techniques) :
Valuation techniques and significant unobservable inputs: Not applicable (Level 3)
C. Transfers between Levels 1 and 2
There were no transfer from Level 1 to Level 2 or vice versa in any of the reporting periods.
D. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
▪ Credit risk;
▪ Liquidity risk; and
▪ Market risk
i. Risk management framework
The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors is responsible
for developing and monitoring the Company’s risk management policies.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, 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 the Company’s activities. The Company, through its
training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and
obligations.
The Managing Director and Wholetime Director oversees how management monitors compliance with the company’s risk management policies and procedures and reviews the
adequacy of the risk management framework in relation to the risks faced by the Company. The Managing Director and Wholetime Director is assisted in its oversight role by internal
audit. Internal audit undertakes both regular and ad-hoc reviews of risk management controls and procedures, the results of which are reported to the Managing Director and
Wholetime Director.
ii. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the
Company's receivables from customers. The Company has very limited history of customer default, and considers the credit quality of trade receivables that are not past due or
impaired to be good.
The credit risk for cash and cash equivalents, bank deposits, loans and financial instruments is considered negligible. The carrying amount of following financial assets represents the
maximum credit exposure:
Trade and other receivables
Trade receivables as on 31st March 2025 is Rs 877.75 (31st March 2024 is Rs. 604.69) (31st March 2023 : Rs.469.93). The Company has disclosed concentration of customer under
segment reporting in Financial Statement.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence
the credit risk of its customer base, including the default risk of the industry and country in which customers operate.
The Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery
terms and conditions are offered.
As per simplified approach, the Company makes provision of expected credit losses on trade receivables in accordance of the requirement of Ind AS 109.
As at reporting date, the maximum exposure to credit risk for trade and other receivables by geographic region was as follows:
Carrying amount (in ₹)
31st March 2025 31st March 2024 31st March 2023
India 870.71 563.70 448.88
Other than India 7.03 40.99 21.05
877.74 604.69 469.93
Management believes that the unimpaired amounts that are past dues are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk
conducted by management.
280Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 39 : Disclosures on Financial Instrument
Financial instruments – Fair values and risk management
The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows:
31st March 2025 31st March 2024 31st March 2023
Opening balance 1 .60 3 .95 5.84
Provision / (Reversal) for receivables impairment 3 .81 (2.35) ( 1.89)
Closing balance 5 .41 1 .60 3.95
Cash and cash equivalents
The Company maintains its Cash and cash equivalents and Bank deposits with banks having good reputation, good past track record and high quality credit rating and also reviews
their credit-worthiness on an on-going basis.
iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another
financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company uses product-based costing to cost its products and services, which assists it in monitoring cash flow requirements and optimizing its cash return on investments. The
Company monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments
and exclude the impact of netting agreements.
Contractual cash flows
31st March 2025 Carrying amount 12 months or less 1-2 years 2-5 years More than 5 years
Non-derivative financial liabilities `
Non-Current Borrowings 25.80 -
Current borrowings 1,184.51 1,184.51 - - -
Lease Liabilities 20.80
Trade payables 404.82 404.82 - - -
Other financial liabilities - - - - -
Contractual cash flows
31st March 2024 Carrying amount 12 months or less 1-2 years 2-5 years More than 5 years
Non-derivative financial liabilities
Non-Current Borrowings 56.13 30.33 25.80 -
Current borrowings 1,013.66 1,013.66 - -
Lease Liabilities 31.12 10.32 11.95 7.71 1.14
Trade payables 92.29 92.25 0.04 - -
Other financial liabilities - - - - -
Contractual cash flows
31st March 2023 Carrying amount 12 months or less 1-2 years 2-5 years More than 5 years
Non-derivative financial liabilities
Non-Current Borrowings 170.72 30.00 55.00 85.72
Current borrowings 721.16 721.16 - - -
Lease Liabilities 39.99 8.87 10.32 19.66 1.14
Trade payables 29.59 28.24 1.17 0.19 -
Other financial liabilities 6.94 6.94 - - -
The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management
purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash
inflow and outflow amounts for derivatives that have simultaneous gross cash settlement.
281Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Financial instruments – Fair values and risk management (continued)
iv. Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates – will affect the Company’s income or
the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign
currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk and
interest rate risk. Thus, our exposure to market risk is a function of revenue generating and operating activities in foreign currency. The
objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.
Currency risk
The Company is exposed to currency risk on account of its borrowings, Trade payable, other payables and receivables in foreign currency. The
functional currency of the Company is Indian Rupee. The Company uses forward exchange contracts to hedge its currency risk, most with a
maturity of less than one year from the reporting date.
Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair
values of fixed interest bearing finacial instruments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the
future cash flows of floating interest bearing financial instruments will fluctuate because of fluctuations in the interest rates.
Exposure to interest rate risk
The Company’s interest rate risk arises from borrowings and fixed income financial instruments. Borrowings issued at fixed rates exposes to fair
value interest rate risk. The interest rate profile of the Company’s interest-bearing financial instruments as reported to the management of the
Company is as follows:
31st March 2025 31st March 2024 31st March 2023
Fixed-rate instruments
Financial assets 20.94 17.62 6.27
Financial liabilities - - 85.72
20.94 17.62 (79.45)
Variable-rate instruments
Financial assets - - -
Financial liabilities 1,053.91 982.02 949.85
(1,053.91) (982.02) (949.85)
Total (1,032.97) (964.39) (1,029.31)
Fair value sensitivity analysis for fixed-rate instruments
The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss, and the Company
does not designate derivatives as hedging instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the
reporting date would not affect profit or loss.
Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) profit or loss by the
amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.
Profit or (loss) before tax
100 bp increase 100 bp decrease
Cash flow sensitivity (net)
31st March 2025
Variable-rate instruments 10.54 (10.54)
Cash flow sensitivity (net) 10.54 (10.54)
31st March 2024
Variable-rate instruments 9.82 (9.82)
Cash flow sensitivity (net) 9.82 (9.82)
31st March 2023
Variable-rate instruments 9.50 (9.50)
Cash flow sensitivity (net) 9.50 (9.50)
282Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 40 : Capital Management
TheCompany’spolicyistomaintainastrongcapitalbasesoastomaintaininvestor,creditorandmarketconfidenceandtosustainfuturedevelopmentof
the business.
TheCompanymonitorscapitalusingaratioof‘adjustednetdebt’to‘adjustedequity’.Forthispurpose,adjustednetdebtisdefinedastotalborrowings,
comprising interest-bearing loans and borrowings less cash and cash equivalents. Adjusted equity comprises all components of equity.
The Company’s adjusted net debt to equity ratio as at 31st March 2025 and 31st March 2024 and 31st March 2023 was are as follows.
31st March 2025 31st March 2024 31st March 2023
Long term borrowings 25.80 56.13 170.72
Short term Borrowings 1,184.51 1 ,013.66 721.16
Lease liabilities (current and non-current) 20.80 31.12 39.99
Less : Cash and cash equivalent including bank balances other
31.04 38.54 64.47
than cash and cash equivalents
Adjusted net debt 1,200.07 1,062.37 867.40
Total equity 2,008.45 1 ,368.47 1 ,057.23
Less : Hedging reserve - -
Adjusted equity 2,008.45 1,368.47 1,057.23
Adjusted net debt to adjusted equity ratio 0.60 0.78 0.82
InadditiontheCompanyhasfinancialcovenantsrelatingtotheborrowingfacilitiesthatithastakenfromthelenderslikeinterestcoverageserviceratio,
Debt to EBITDA etc. which is maintained by the Company.
TheCompanyhasundrawnborrowingfacilities(excludingnon-fundbasedfacilities)aggregatingto₹232.55Millionsasof31stMarch,2025,(31March24
: ₹ 34.72 Millions and 31 March 2023 ₹ 172.53 Millions).
283Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 41 : Fair value hedge of gold price risk in inventory
The Company enters into contracts for purchase of gold wherein the Company has the option to fix the purchase price based on market price of gold
during a stipulated time period. The prices are linked to gold prices. Accordingly, these contracts are considered to have an embedded derivative
(represented in the said option to fix the price) that is required to be separated from the host contract which is the gold loan liability. Such feature is
kept to hedge against exposure in the value of inventory of gold due to volatility in gold prices. The Company designates the embedded derivative in
the payable for such purchases as the hedging instrument in fair value hedging of inventory. The Company designates only the spot-to-spot
movement of the gold inventory as the hedged risk. The carrying value of inventory which are designated under fair value hedge relationship are
measured at fair value at each reporting date. There is no ineffectiveness in the relationships designated by the Company for hedge accounting.
Disclosure of effects of fair value hedge accounting on financial position:
Hedged item - Changes in fair value of inventory attributable to change in gold prices
Hedging instrument - Changes in fair value of the option to fix prices of gold purchases, as described above
As at 31st March 2025
Carrying amount of Carrying amount of Notional value Notional Maturity Balance sheet Impact of
Commodity hedged item hedging instrument of hedge item value of date classification change in fair
price risk Assets Liabilities Assets Liabilities hedging value relating
instrument to the hedged
risk (spot)
Hedged item - 124.72 - - NA 124.72 NA Range - Inventory -
Inventory of with in 6
gold months
Hedging NA NA - - NA - Range - Current -
instrument - with in 6 Borrowing
Option to fix months
gold price
284As at 31st March 2024
Carrying amount of Carrying amount of Notional value Notional Maturity Balance sheet Impact of
Commodity hedged item hedging instrument of hedge item value of date classification change in fair
price risk Assets Liabilities Assets Liabilities hedging value relating
instrument to the hedged
risk (spot)
Hedged item - 222.18 - - NA 222.18 NA Range - Inventory -
Inventory of with in 6
gold months
Hedging NA NA - - NA - Range - Current -
instrument - with in 6 Borrowing
Option to fix months
gold price
As at 31st March 2023
Carrying amount of Carrying amount of Notional Maturity Balance sheet Impact of
Commodity hedged item hedging instrument value of date classification change in fair
price risk Assets Liabilities Assets Liabilities Notional value hedging value relating
of hedge item instrument to the hedged
risk (spot)
Hedged item - 293.89 - NA NA 293.89 NA Range - Inventory -
Inventory of with in 6
gold months
Hedging NA NA 0 - NA - Range - Current -
instrument - with in 6 Borrowing
Option to fix months
gold price
285Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 42
Statement of Adjustments to Restated Financial Information
AsstatedinNote-2.1,theRstatedFinancialInformatonhasbeencompliedbythemanagementofthecompanyfromtheAuditedINDASFinancialsStatementofthe
companyfortheyearendedMarch31,2024andtheauditedspeacialpurposeINDASfinancialsStatementsfortheyearendedonMarch31,2023andMarch31,2022.
TheStatutoryFinancialstatementofthecompanyuptoFinancialyearendedMarch31,2023werepreaparedandpresentedinaccrordancewiththeIndianGAAPand
was audited by preceeding auditor who has issued unmodified audit opinion.
Reconciliation of total equity as at 31st March 2023 and 31st March 2022 and profit or loss for the year ended 31 March 2023:
Total comprehensive
Equity Reconciliation
Particulars income reconciliation
Note No. as at
for the year ended
31st March 2023 31st March 2023
Net profit / equity as per previous GAAP 234.91 1,059.49
IndAS Adjustments:
Expected Credit Loss a 1.88 ( 3.95)
Right-of-Use Assets d (12.27) 1 65.37
Lease Liability b 7.56 ( 39.99)
Property, Plant and Equipment 2.18 ( 127.33)
Preference shares - ( 84.01)
Security Deposit c 0.29 ( 2.36)
Provision for gratuity (0.87) ( 1.38)
Deferred Tax e 0.42 2 .27
Investment in Property (0.44) ( 0.44)
Total ( 1.24) ( 91.82)
Net profit / Equity for the year as per Ind AS 2 33.67 9 67.67
Other comprehensive income (net of tax) f -
Net profit before OCI / Other equity as per Ind AS 2 33.66 9 67.66
Notes :
Expected Credit Loss on Financial Assets
UnderPreviousGAAP,theCompanyhadcreatedprovisionforimpairmentofreceivablesconsistingonlyinrespectofspecificamountforincurredlosses.UnderInd-AS,
impairment allowance has been determined based on Expected Credit Loss (ECL) model.
Interest expense on lease liability
UnderpreviousGAAP,lesseeclassifiedaleaseasanoperatingleaseorafinanceleasebasedonwhetherornottheleasetransferredsubstantiallyalltheriskand
rewardsincidenttotheownershipoftheasset.Operatingleasewereexpensedinthestatementofprofitandloss.UnderIndAS116,allarrangementthatfallunderthe
definitionofleaseexceptthoseforwhichshort-termleaseexemptionorlowvalueexemptionisapplied,theCompanyhasrecognisedaright-of-useassetsandalease
liabilityontheleasecommencementdate.Right-of-useassetsisamortisedovertheleasetermonastraightlinebasisandleaseliabilityismeasuredatamortisedcostat
the present value of future lease payments.
Finance Income
UnderpreviousGAAP,thesecuritydepositspaidforleaserentareshownatthetransactionvalue.WhereasunderIndAS,thesame are initially discounted and
subsequently recorded at amortized cost at the end of every financial reporting year.Accordingly,thedifferencebetweenthetransactionanddiscountedvalueof
thesecuritydepositspaidisrecognizedaspartoftheRightofUseAssetandisamortizedovertheperiodoftheleaseterm.Further,interestisaccretedonthepresent
value of the security deposits paid for lease rent.
Defined Benefit Obligation :
BothunderPreviousGAAPandIndAS,theCompanyrecognisedcostsrelatedtoitspost-employmentdefinedbenefitplanonanactuarialbasis.UnderPreviousGAAP,
theentirecost,includingactuarialgainandlosses,arechargedtoprofitorloss.UnderIndAS,remeasurementscomprisingofactuarialgainsandlossesarerecognised
in Other Comprehensive Income (OCI).
Preference Shares :
UnderpreviousGAAP,PreferencesharesaretreatedaspartofcapitalandwereshownaccordinglywhereasunderIndAS,PreferencesharesaretreatedasFinancial
LaibilitywhichispresentedasborrowingifthesamemeetsthedefinitionofFinancialLiabilities.AccordinglymanagementoftheCompanybelievesthat,preference
shares issued by the Company meet the said requirements and hence presented the same under Borrowings.
Deferred Tax
UnderPrevious GAAP,deferredtaxeswererecognizedforthetaxeffectoftimingdifferencesbetweenaccounting profitandtaxableprofitfortheyearusingtheincome
statementapproach.UnderIndAS,deferredtaxesarerecognizedusingthebalancesheetforfuturetaxconsequencesoftemporarydifferencesbetweenthecarrying
valueofassetsandliabilitiesandtheirrespectivetaxbases.Theabovedifference,togetherwiththeconsequentialtaximpactoftheotherIndAStransitionaladjustments
leadtotemporarydifferences. Deferred taxadjustments arerecognized incorrelation totheunderlying transaction either inretainedearningsorthroughstatementof
profit and loss or other comprehensive income.
Investment Property :
UnderpreviousGAAP,FlatswereclassifiedunderInvestmentwhereasunderIndASsuchitemsaretreatedunderInvestmentPropertyifthesamemeetsthequalifying
criteriaspecifiedunderIndAS41.AccordinglymanagementoftheCompanybelievesthatinvestmentsinflatsmeetsthecriteriaspecifiedunderIndAS41andhencethe
same has been classified under Investment Property.
286Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note 43 - Contingent liabilities and commitments (to the extent not provided for)
a. Contingent liabilities 31st March 2025 31st March 2024 31st March 2023
Nil Nil Nil
b. Commitments
Particulars 31st March 2025 31st March 2024 31st March 2023
Estimated amount of contracts remaining to be executed on capital account and not provided
Nil Nil Nil
for
Note 44
Segment information
TheCompanyisrequiredtodisclosesegmentinformationbasedonthe‘managementapproach’asdefinedinIndAS108-OperatingSegments,whichishowtheChief
OperatingDecisionMaker(CODM)evaluatestheCompany’sperformanceandallocatesresourcesbasedontheanalysisofthevariousperformanceindicators.Inthecaseof
theCompany,theCODMreviewstheresultsoftheCompanyasawholeastheCompanyisprimarilyengagedinthebusinessofmanufacturingofmangalsutra.Accordingly,
theCompanyisasingleCGU,hencesinglesegmentCompany.TheinformationasrequiredunderIndAS108isavailabledirectlyfromthefinancialstatements,henceno
separate disclosures have been made.
287Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note - 45
Other Statutory Information:
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company has not traded or invested in Crypto currency or Virtual currency during the financial year.
(iv) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi)TheCompanyhasnotreceivedanyfundfromanyperson(s)orentity(ies),includingforeignentities(FundingParty)withtheunderstanding(whetherrecorded
in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii)TheCompanydoesnothaveanysuchtransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringthe
year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
(viii) The Company has not been declared as Wilful defaulter by any Banks, Financial institution or Other lenders.
(ix)TheCompanyisincompliancewiththenumberoflayersprescribedunderclause(87)ofsection2oftheCompaniesAct,2013readwiththeCompanies
(Restriction on number of Layers) Rules, 2017 (as amended).
Note - 46
Disclosure for maintenance of books of accounts with Audit Trail (Edit Log) :
Duringtheyear,theCompanyhaswidelyusedaccountingsoftwareformaintainingbooksofaccounts.Theaccounting softwareusedbytheCompanyhas
featureofrecordingaudittrail (editlog)facilityandthesamehasbeenoperatedthroughouttheyearforallrelevanttransactionsrecordedinthesoftwareexcept
thefieldsinwhichthechangesaremadearenotcapturedbysystem.Duringthecourseofperformingourprocedures,wedidnotnoticeanyinstanceofaudit
trailfeaturebeingtamperedwith,fortheperiodtheaudittrailfeaturewasenabled.Further,theaudittrailhasbeenpreservedbytheCompanyasperthe
statutory requirements for record retention.
Note - 47
Intheopinionofthemanagement,thecurrentasset,loanandadvancesandcurrentliabilitiesareapproximatelyofthevaluestated,ifrealised/paidinordinary
course of business. The provision for all known liabilities is adequate and is not in excess of amounts considered reasonably necessary.
Note - 48
Balancesofadvances,deposits,tradereceivables,tradepayablesandotherdebitandcreditbalancesaresubjecttoconfirmationandreconciliationincertain
cases. Adjustments, if any, in this regard would be carried out as and when ascertained, which in view of the management would not be material.
288Shringar House of Mangalsutra Limited (Formerly known as Shringar House of Mangalsutra Private Limited)
Notes to Restated financial statements for the year ended 31st March, 2025
(All Amounts are ₹ in Millions unless otherwise stated)
Note - 49
(i) Current Ratio = Current Assets divided by Current Liabilities
Particulars 31st March 2025 31st March 2024 31st March 2023
A Current Assets 3 ,247.70 2,097.59 1 ,589.65
B Current Liabilities 1 ,702.69 1,194.83 846.59
Ratio (A/B) 1.91 1.76 1.88
% change from previous year (refer Note A) 8.65% -6.51% -2.81%
(ii) Debt Equity Ratio = Total Debt divided by Total Equity
Particulars 31st March 2025 31st March 2024 31st March 2023
A Total Debt* 1 ,231.11 1,100.91 931.87
B Total Equity 2 ,008.45 1,368.47 1 ,057.23
Ratio (A/B) 0.61 0.80 0.88
% change from previous year (refer Note A) -23.81% -8.73% -25.77%
* It includes current and non-current Borrowings and Lease Liabilities.
Reason for change more than 25%: Variances is mainly due to following reasons-
31st March 2023: Variance is on account of increased Net worth led by business growth in FY 22-23
(iii) Debt service coverage ratio = Earnings available for debt services divided by total interest and principal repayments
Particulars 31st March 2025 31st March 2024 31st March 2023
A Earnings available for debt services 719.30 397.02 308.08
B Total interest and principal repayments* 125.02 102.75 97.78
Ratio (A/B) 5.75 3 .86 3.15
% change from previous year (refer Note A) 48.91% 22.63% -29.74%
* It includes Finance cost, Principal repayament of long term loans and Lease payments.
Reason for change more than 25%: Variances is mainly due to following reasons-
31st March 2023: Reduction is on account of Repayment of principal amount of loan and overall increase in Profit before tax driven by business growth
31st March 2025: Increase on account of additional borrowing for overall business growth and expansion
(iv) Return on equity ratio = Net profit after tax divided by Average Shareholders' Equity
Particulars 31st March 2025 31st March 2024 31st March 2023
A Profit after tax (attributable to owners) 611.14 311.05 233.58
B Average Shareholders' Equity 1 ,688.46 1,212.85 940.40
Ratio (A/B) 36.20% 25.65% 24.84%
% change from previous year (refer Note A) 41.13% 3.25% -17.07%
Reason for change more than 25%: Variances is mainly due to following reasons-
31st March 2025: Increase is on account of overall increase in Shareholders' Equity & Profit after Tax driven by business growth
(v) Inventory Turnover Ratio = Cost of Material Consumed divided by Average Inventory
Particulars 31st March 2025 31st March 2024 31st March 2023
A Cost of Material Consumed 13,150.08 1 0,345.35 8 ,966.47
B Average Inventory 1 ,859.43 1,237.93 1 ,073.36
Ratio (A/B) 7.07 8 .36 8.35
% change from previous year (refer Note A) -15.38% 0.04% -5.81%
(vi) Trade receivable turnover ratio = Revenue From Operation divdied by Average Trade Receivables
Particulars 31st March 2025 31st March 2024 31st March 2023
A Revenue from operation 14,298.15 1 1,015.23 9 ,502.17
B Average trade receivables 741.21 537.31 363.37
Ratio (A/B) 19.29 20.50 2 6.15
% change from previous year (refer Note A) -5.90% -21.60% -19.25%
(vii) Trade payable turnover ratio = Cost of Material Consumed divided by Average Trade Payable
Particulars 31st March 2025 31st March 2024 31st March 2023
A Cost of material consumed 13,150.08 1 0,345.35 8 ,966.47
B Average trade payable 248.56 6 0.94 50.18
Ratio (A/B) 52.91 169.75 1 78.68
% change from previous year (refer Note A) -68.83% -4.99% 96.13%
Reason for change more than 25%:
31st March 2023: Increase in Trade payable ratio is on account increase in business
31st March 2025: Increase in Trade payable ratio is on account increase in business
289(viii) Net Capital Turnover Ratio = Revenue From Operation divided by Average Working Capital
Particulars 31st March 2025 31st March 2024 31st March 2023
A Revenue from operation 14,298.15 1 1,015.23 9 ,502.17
B Average working capital 1 ,223.88 822.91 719.01
Ratio (A/E) 11.68 13.39 13.22
% change from previous year (refer Note A) -12.72% 1.29% -13.87%
(ix) Net Profit Ratio = Profit After Tax divided by Revenue From Operation
Particulars 31st March 2025 31st March 2024 31st March 2023
A Profit after tax 611.14 311.05 233.58
B Revenue from operation 14,298.15 1 1,015.23 9 ,502.17
Ratio (A/B) 4.27% 2.82% 2.46%
% change from previous year (refer Note A) 51.36% 14.88% -1.73%
31st March 2025: Increase is on account of overall increase in Profit after Tax driven by business growth
(x) Return on capital employed = Earing Before Interest & Tax divided by Average Capital Employed
Particulars 31st March 2025 31st March 2024 31st March 2023
A Tangible Net Worth* 2 ,008.16 1,368.32 1 ,057.17
B Long term debt** 1 ,231.11 1,100.91 931.87
C Deferred Tax Liability 7.31 9 .80 9.80
D Total capital employed (D = A + B + C) 3 ,246.58 2,479.03 1 ,998.84
E Average capital employed 2 ,862.74 2,238.94 1 ,904.50
F EBIT 899.96 481.92 370.59
Ratio (F/D) 31.44% 21.52% 19.46%
% change from previous year (refer Note A) 46.05% 10.62% -12.12%
* Tangible net worth = Net worth (total equity excluding other comprehensive income)- Intangible assets- Deferred Tax Assets
** Long term debt = Total Long Term Borrowings + Non-current Lease Liabilities
31st March 2025: Increase is on account of overall increase in Profit after Tax driven by business growth
(xi) Return on Investment
The Company has not carried out investments and accordingly disclosure for Return on Investment is not applicable.
Note A : In case of change in ratio is not more than 25%, requirement to furnish explanations is not applicable as per stipulation
mentioned in Schedule III to the Act.
Note - 50
Events after the reporting period :
There are no material subsequent events with regard to the financial position as at 31st March, 2025
Note - 51
Figures for the previous year have been regrouped/ reclassified wherever necessary to confirm to current year’s classification. The impact of such
reclassification/ regrouping is not material to these financial statements.
As per our attached report of even date
T R Chadha & Co LLP For and on Behalf of Board of Directors of
Chartered Accountants Shringar House Of Mangalsutra Limited
Firm Registration Number : 006711N / N500028
Pramod Tilwani Chetan N. Thadeshwar Viraj C. Thadeshwar
Partner Managing Director Executive Director
Membership No. 076650 (DIN-02215281) (DIN-02240217)
Place : Mumbai Place : Mumbai Place : Mumbai
Date : July 19, 2025 Date : July 19, 2025 Date : July 19, 2025
Ritesh Doshi Rachit Sinha
Chief Financial Officer Company Secretary
M. No. 601850 M. No. A64256
Place : Mumbai Place : Mumbai
Date : July 19, 2025 Date : July 19, 2025
290OTHER FINANCIAL INFORMATION
The audited financial information of our Company for the years ended March 31, 2025, March 31, 2024 and
March 31, 2023, together with all the annexures, schedules and notes thereto (“Financial Information”) are
available at www.shringar.ms. Our Company is providing a link to this website solely to comply with the
requirements specified in the SEBI ICDR Regulations.
The Financial Information do not constitute, (i) a part of this Prospectus; (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 to purchase or sell any securities under the Companies Act 2013, the SEBI ICDR
Regulations, or any other applicable law in India or elsewhere in the world. The Financial Information should not
be considered as part of information that any investor should consider in order to subscribe for or purchase any
securities of our Company and should not be relied upon or used as a basis for any investment decision. None of
our Company or any of its advisors, nor BRLM, nor any of their respective employees, directors, affiliates, agents
or representatives accept any liability whatsoever for any loss, direct or indirect, arising from any information
presented or contained in the Financial Information, or the opinions expressed therein.
The details of accounting ratios derived from Restated Financial Information required to be disclosed under Clause
11 of Part A of Schedule VI of the SEBI ICDR Regulations are set forth below:
(₹ in million except per share data or unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Basic Earnings Per Share (EPS) 8.57 4.39 3.29
Diluted Earnings Per Share (EPS) 8.57 4.39 3.29
Return on Net worth 36.20% 25.65% 24.84%
Net Assets Value (NAV) per Share 27.84 19.29 14.90
EBITDA 926.12 507.56 388.86
The ratios have been computed as under:
1. Basic EPS = Net Profit after tax, as restated, attributable to the owners of the company divided by weighted average no.
of equity shares outstanding during the year.
2. Diluted EPS = Net Profit after tax, as restated, attributable to the owners of the company divided by weighted average
no. of diluted equity shares outstanding during the year.
3. The Equity shares and basic/diluted earnings per share has been presented to reflect the adjustments as per INDAS 33.
4. Return on Net Worth (%) = Net Profit after tax attributable to owner of the company, as restated for the end of the year
divided by Average Net worth as at the end of the year.
5. Average net worth means the average of the net worth of current and previous financial year. Net worth means the
aggregate value of the paid-up share capital and other equity.
6. Net Asset Value per share = Net Worth at the end of the year divided by weighted average no. of equity shares outstanding
during the year.
7. EBITDA: Aggregate of restated profit/(loss) before tax and exceptional item, finance cost, depreciation and amortization.
Related Party Transactions
For details of the Related Party Transactions, as per the requirements under applicable Indian Accounting
Standards read with the SEBI ICDR Regulations, for the Fiscals 2025, 2024 and 2023, please see “Restated
Financial Information - Note 33- Related Party Transactions” on page 271.
291CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalisation as at March 31, 2025, derived from our Restated
Financial Information, and as adjusted for the Issue. This table should be read in conjunction with “Risk Factors”,
“Restated Financial Information” and “Management Discussion and Analysis of Financial Position and Results of
Operations”, on pages 33, 238 and 300 respectively.
(₹ in million)
Particulars Pre-Issue as at As Adjusted for the
March 31, 2025 Issue
Borrowings
Short-Term Borrowings# (A) 1,166.13 1,166.13
Long-Term Borrowings#(B) 64.98 64.98
Total Borrowings (C) 1,231.11 1,231.11
Equity
Equity Share Capital# 721.32 964.32
Other Equity# 1,287.13 5,053.33
Total Equity (D) 2,008.45 6,017.65
Long-Term Borrowings/ Total Equity (B/D) 0.03 0.01
Total Borrowings/ Total Equity (C/D) 0.61 0.20
As certified by our Statutory Auditors, M/s T R Chadha & Co LLP, Chartered Accountants vide certificate dated September 12,
2025
# These terms shall carry the meaning as per Schedule III of the Companies Act, 2013.
Notes:
1. The amounts disclosed above are derived from the Restated Financial Information.
2. Long-Term Borrowings include current maturities of long term borrowings and non-current lease liabilities.
3. Short-Term Borrowings include current lease liabilities.
292FINANCIAL INDEBTEDNESS
Our Company avails loans and facilities in the ordinary course of its business for meeting our working capital,
capital expenditure and other business requirements. For details of the borrowing powers of our Board, please see
“Our Management – Borrowing Powers” on page 218.
Our Company has obtained the necessary consents required under the relevant financing documentation for
undertaking activities in relation to the Issue, including dilution of the current shareholding of our Promoters and
members of the Promoter Group, expansion of business of our Company, effecting changes in our capital structure
and shareholding pattern.
The aggregate outstanding borrowings (including fund based and non-fund based borrowings) of our Company
as on June 30, 2025 as certified by M/s T R Chadha & Co LLP, Chartered Accountants vide certificate dated
September 01, 2025, are as follows;
(₹ in million)
S. Category of Borrowing Sanctioned Sanctioned Principal
No. amount (sub- amount amount
limits) outstanding
as on June 30,
2025
Secured Loans
A Fund based facilities
(i) Term loans 96.50 47.50
(ii) Working Capital: 1,450.00
(a) Cash Credit 1,250.00 46.34
(b) Gold Metal Loan Domestic 1,450.00 213.15
(c) Working capital Demand Loan 1,450.00 800.00
B Non fund based facilities
(i) Bank Guarantee 300.00 78.00
(ii)Treasury VaR- MTM limit 10.00 (0.16)
Unsecured Loans
C Loan from related parties 172.03
Grand Total 1,279.02#
*As certified by our Statutory Auditor, M/s T R Chadha & Co LLP., Chartered Accountants vide certificate dated September 01,
2025
#Excluding the non-fund based facilities which comprises of bank guarantees amounting to ₹ 78.00 million and Treasury VaR-
MTM limit amounting to ₹. (0.16) million
For details in relation to financial indebtedness of our Company, please see “Restated Financial Information –
Note 15 and 19 - Borrowings” on page 266 and 267, respectively.
Key terms of our borrowings (fund based) are disclosed below:
(i) Term loans
Amount
Sanctioned Primary and
Name of Rate of Repayment outstanding as
Facility Amount (In Collateral
Lender Interest Terms on June 30, 2025
million) Security
(In million)
Residual: For
Current Interest
33 months; Hypothecation
Term Loan rate : 8.80%
82.50 Maturity: 47.50
– 1 3M Repo plus
Kotak January 7, First and
2.30%
Mahindra 2027 exclusive
Bank 82.50 Benchmark rate hypothecation
Foreign Residual
(Sub limit of + Spread OR charge on all
Currency tenor of TL 0.00
Term Loan Benchmark rate existing and
Term Loan 1:
– 1) + Spread future current
293Amount
Sanctioned Primary and
Name of Rate of Repayment outstanding as
Facility Amount (In Collateral
Lender Interest Terms on June 30, 2025
million) Security
(In million)
-1 (FCTL as mutually Maximum assets and
1) agreed at the 33 months moveable fixed
time of assets of the
disbursement Company.
OR For Mortgage:
Fixed rate of %
per annum over First and
facility tenor exclusive
mortgage charge
on immoveable
properties being
land and building
situated at
Basement of
Jewel World
Kalbadevi owned
by the Company.
First and
exclusive
Equitable
mortgage charge
done on
immoveable
properties being
land and building
situated at
Solitaire
Chamber, Entire
1st Floor,
199/201,
Kalbadevi,
Mumbai 400 002
belonging to
Chetan
Thadeshwar and
Mamta
Thadeshwar.
First and
Exclusive
Equitable
mortgage charge
done on
immovable
properties being
land and building
situated at
C6101, C6102,
C6201 and
C6202,
Residential
property in
Lodha- World
one- World
View, Senapati
294Amount
Sanctioned Primary and
Name of Rate of Repayment outstanding as
Facility Amount (In Collateral
Lender Interest Terms on June 30, 2025
million) Security
(In million)
Bapat Marg,
Upper Worli,
Lower Parel,
Mumbai –
400013
belonging to the
Company.
Personal
Guarantees of
Chetan
Thadeshwar,
Viraj
Thadeshwar and
Mamta
Thadeshwar
FCTL –
14.00 0.00
MTM
(ii) Working Capital
Amount
Sanctioned outstanding as Primary and
Name of Rate of Repayment
Facility Amount (In on June 30, Collateral
Lender Interest Terms
million) 2025 (In Security
million)
As on dote the For
I-MCLR-6M is Hypothecation:
8.700% and First Pari Pass u
Spread is charge on
0.05% Immovable
Bank change it Fixed assets
at end of every ,current assets
six month from and Movable
account Fixed assets.
opening Company to
Repayable on
Cash Credit 250.00 date/renewal 0.00 maintain
Demand
date/limit set- collateral
up data as a coverage ratio
sum of I- of 0.5x. ln the
ICICI Bank MCLR-6M event of
Limited plus Spread shortfall in the
prevailing on value of
reset date plus immovoble
applicable properties,
statutory company to
levy,if any. make good the
Interest shall Each deficit by
be stipulated drawdown offering FD and
for each drawal shall be or immovable
250 at the time of availed for a properties
Gold Metal
(sublimit of drawdown on maximum 0.00 Guarantee:
Loan
Cash Credit) notional value period of 90 Personal
of gold, linked days (90 days Guarantees of
to international pre shipment Chetan
gold lease rate. ond 180 doys Thadeshwar,
295Amount
Sanctioned outstanding as Primary and
Name of Rate of Repayment
Facility Amount (In on June 30, Collateral
Lender Interest Terms
million) 2025 (In Security
million)
post Viraj
shipment) for Thadeshwar and
export of gold Mamta
jewellery. Thadeshwar.
For a
maximum
period of 180
days for sale
of gold
jewellery in
domestic
markets
(subject to
RBI
guidelines ond
regulations).
The fixed rate
of interest for Maximum
each drawal of tenor of each
the Facility tronche sholl
will be be 180 days.
stipulated Minimum
by ICICI Bank tenor of each
ot the time of tranche: 7
Working 250(sublimit
disbursement days. The
Capital of Cash 0.00
of each drawal defoult tenor
Demand Loan Credit)
on the basis of creoted under
the repayment the Loan
schedule for Delivery
that drawal System of RBI
plus applicable guidelines
interest tax or would be 95
other statutory days
levy, if any.
1,200.00
Working For
(Sublimit of Maximum 90
Capital 7.80% 800.00 Hypothecation
working days
Demand Loan
capital)
First and
1,000.00 exclusive
7.90% (3M
(Sublimit of Repayable on hypothecation
Cash Credit Repo plus 46.34
working Demand charge on all
2.30%)
capital) existing and
Kotak future current
GML
Mahindra assets and
(Domestic):
Bank moveable fixed
120 days. For
assets of the
transaction
1,200.00 Borrower.
Gold Metal above 120
(Sublimit of
Loan- 3 .25% days to 180 213.15
working For Mortgage:
Domestic days to be
capital)
allowed,
First and
subject to
exclusive
approval from
mortgage
the bank.
296Amount
Sanctioned outstanding as Primary and
Name of Rate of Repayment
Facility Amount (In on June 30, Collateral
Lender Interest Terms
million) 2025 (In Security
million)
Export charge on
Packing Credit As discussed immoveable
150.00
(EPC)/ between Bank properties being
(Sublimit of Maximum 90
Packing Credit and Borrower 0.00 land and
working days
in Foreign at the time of building
capital)
Currency drawdown situated at
(PCFC) Basement of
Foreign Bills As discussed Jewel World
150.00
Discounting / between Bank Kalbadevi
(Sublimit of Maximum 90
Foreign Bills and Borrower 0.00 owned by the
working days
for at the time of Company.
capital)
Negotiation drawdown
First and
exclusive
Equitable
mortgage
charge done on
immoveable
properties being
land and
building
situated at
Solitaire
Chamber, Entire
1st Floor,
199/201,
Kalbadevi,
Mumbai 400
002 belonging
As decided by to Chetan
Bank’s Thadeshwar and
Treasury at the Mamta
250.00 GML
time of Thadeshwar.
Gold Metal (Sublimit of (Export): 90
drawdown. 0.00
Loan-Export working days
Interest First and
capital) maximum
amount shall Exclusive
be collected on Equitable
monthly basis mortgage
charge done on
immovable
properties being
land and
building
situated at
C6101, C6102,
C6201 and
C6202,
Residential
property in
Lodha- World
one- World
View, Senapati
Bapat Marg,
Upper Worli,
Lower Parel,
297Amount
Sanctioned outstanding as Primary and
Name of Rate of Repayment
Facility Amount (In on June 30, Collateral
Lender Interest Terms
million) 2025 (In Security
million)
Mumbai –
400013
belonging tothe
Company.
Personal
Guarantees of
Chetan
Thadeshwar,
Viraj
Thadeshwar and
Mamta
Thadeshwar
Key terms of our unsecured borrowings are disclosed below:
(a) Loans from Related Parties
Amount outstanding as
Name of Lender Rate of Interest Repayment Terms on June 30, 2025 (In
million)
Loan from Promoters:
Chetan N Thadeshwar Nil Repayable On Demand 81.45
Mamta C Thadeshwar Nil Repayable On Demand 57.11
Viraj C Thadeshwar Nil Repayable On Demand 28.47
Balraj C Thadeshwar Nil Repayable On Demand 5.00
Total 172.03
Other Terms:
The details provided below are indicative and there may be additional terms, conditions and requirements under
the various financial documentation executed by us in relation to our indebtedness.
1. Pre-payment: The terms of facilities availed by us typically have prepayment provisions which allow for pre-
payment of the outstanding loan amount, including upon giving notice to the concerned lender, subject to
such prepayment penalties as laid down in the facility agreements. The prepayment penalty for the facilities
availed by us, where specified, ranges typically between 0% to 2% of the amount outstanding or the amount
to be prepaid as specified in the agreements with lenders. For certain facilities pre-payment is not disclosed
however can be made after mutual negotiation between the lenders & the borrower on the pre-paid amount.
2. Default/ Penal Interest: The terms of certain financing facilities availed by us prescribe penalties for non-
compliance of certain obligations. These include, inter alia, breach of financial covenants, non-submission of
annual financial statements and stock statements, diversion of funds, non-perfection of security within
permitted timelines, irregularity / overdrawing in the account etc. Further, the default interest payable on the
facilities availed by us is charged at up to 8% per annum. Additional interest as specified by the lenders may
be charged in case of continuation of the noncompliance beyond a certain period.
3. Restrictive Covenants: Certain borrowing arrangements entered into by us contain restrictive covenants
which requires us to take prior written consent of the respective lender before undertaking certain activities,
including:
a) In future in case the Borrower raises funds from primary market/ Investors etc, the proceeds of the investment
to be routed through the bank.
298b) The Borrower shall not advance or give any loans to or guarantees / letters of comfort on behalf of any other
borrower or group companies and promoters, or endorse or in any manner become directly or contingently
liable for or in connection with obligations of any persons.
c) It shall not to create any encumbrance or charge on the properties without the prior written consent of the
Bank. (Negative Lien)
d) Reduction/ change in promoter shareholding/ change in promoter directorship resulting in change in
management control
e) Pledge of shares by promoters which may potentially change management control (if pledge is enforced)
The details provided above are indicative and there may be additional terms, conditions and requirements
under the specific borrowing arrangements entered into by our Company.
4. Events of Default: The term loan and other facilities availed by us contain certain standard events of default,
including:
a) Non-creation of security within stipulated time frame.
b) Borrower / promoter directors being classified as wilful defaulters or fraud.
c) Entire cash flow routing condition is not complied.
d) Reduction in/change/pledge of promoters’ shareholding / change in directorships resulting in change or
potential change in management control, without prior approval of the Bank. This includes change by way of
formation of a trust which becomes beneficiary of promoters’ shares.
e) Total Outside Liabilities (including Contingent Liabilities)/ Adjusted Tangible Net Worth > 1.50x
f) Debt/EBITDA > 3.50x for FY24 (basis audited financials) and > 3x for FY25 onwards
g) Debt Service Coverage Ratio < 1.25x
299MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our
Restated Financial Information which have been included in this Prospectus. The following discussion and
analysis of our financial condition and results of operations is based on our Restated Financial Information for
the financial years ended March 31, 2025, 2024 and 2023 including the related notes and reports, included in
this Prospectus prepared in accordance with requirements of the Companies Act and restated in accordance with
the SEBI (ICDR) Regulations 2018, which differ in certain material respects from IFRS, U.S. GAAP and GAAP
in other countries. Our Financial Information, as restated have been derived from our audited financial
information for the respective period and years. Accordingly, the degree to which our Restated 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, Companies Act, SEBI Regulations and other relevant
accounting practices in India.
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 “Risk Factors” and “Forward Looking
Statements” on pages 33 and 22 respectively, and elsewhere in this Prospectus.
Our Financial Year ends on March 31 of each year. Accordingly, all references to a particular Financial Year
are to the 12 months ended March 31 of that year.
Business Overview
We are amongst the leading and specialised designers and manufacturers of Mangalsutra in India. (Source:
CareEdge Report). We are engaged in designing, manufacturing, and marketing, a varied range of Mangalsutra
studded with diverse range of stones including but not limited to, American diamond, cubic zirconia, pearl, mother
of pearl, and semi-precious stones, in 18k and 22k purity of gold, to our business-to-business (“B2B”) clients.
Mangalsutra is a traditional necklace, crafted from gold and black beads worn by married Indian women which
symbolizes marital status and is a sacred thread that is believed to bless and extend the life of the spouse. Our
Company contributed to around 6% of organized Mangalsutra market in India in CY23 (Source: CareEdge
Report).
We supply our products to a diverse range of clients including Corporate Clients, wholesale jewellers, and retailers
across the country, more particularly in twenty-four (24) states and four (4) union territories. In addition to serving
our domestic clients, we have also expanded our reach to international clients in United Kingdom, New Zealand,
UAE, and Republic of Fiji, USA during the previous three Fiscals.
We undertake end-to-end operations, from conceptualisation and designing to manufacturing and supply of our
products through our integrated operations at our Manufacturing Facility. Our manufacturing facility is spread
over area admeasuring 8,300 sq. ft. and is situated at A-3/1, 3rd floor, Todi Estate, Sun Mill Compound, Lower
Parel (West), Mumbai 400013, Maharashtra, India (“Manufacturing Facility”).
Key Performance Indicators
In evaluating our business, we consider and use certain key performance indicators that are presented below as
supplemental measures to review and assess our operating performance. The presentation of these key
performance indicators is not intended to be considered in isolation or as a substitute for the Restated Financial
Information included in this Prospectus. We present these key performance indicators because they are used by
our management to evaluate our operating performance. Further, these key performance indicators may differ
from the similar information used by other companies, including peer companies, and hence their comparability
may be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to
Ind AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results
of operation. A list of our KPIs for the Financial Years ended March 31, 2025, 2024 and 2023 is set out below:
300(₹ in million, unless stated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations(1) 14,298.15 11,015.23 9,502.17
EBITDA(2) 926.12 507.56 388.86
EBITDA Margin(3) (in %) 6.48% 4.61% 4.09%
Net Profit after tax (4) 611.14 311.05 233.58
Net Profit Margin(5) (in %) 4.27% 2.82% 2.46%
Return on Net Worth(6) (in %) 36.20% 25.65% 24.84%
Return on Capital Employed(7) 32.43% 21.52% 19.46%
(in %)
Debt-Equity Ratio(8) 0.61 0.80 0.88
Days Working Capital(9) 70 63 54
As certified by J F Jain & Co., Independent Chartered Accountants pursuant to their certificate dated September 01, 2025.
Notes:
(1) Revenue from operations means the Revenue from Operations as appearing in the Restated Financial Information.
(2) EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by
obtaining the profit/ (loss) before exceptional items and tax for the year and adding back finance costs, depreciation, and
amortization expense.
(3) EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.
(4) Net Profit after tax represents the restated profits of our Company after deducting all expenses.
(5) Net Profit margin is calculated as restated net profit after tax for the year divided by revenue from operations.
(6) Return on Net Worth (%) is calculated as Net Profit after tax attributable to owner of the company, as restated for the
end of the year divided by Average Net worth as at the end of the year. Average net worth means the average of the net
worth of current and previous financial year. Net worth means the aggregate value of the paid-up share capital and other
equity.
(7) Return on capital employed is calculated as Earnings before interest and taxes divided by average capital employed
(average capital employed is calculated as average of the total equity, including non controlling interest, total debt
(including borrowings and lease liabilities) and deferred tax liabilities (net of deferred tax assets) of the current and
previous financial year.
(8) Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long term and short term
borrowings, including lease liabilities. Total equity includes the aggregate value of the paid-up share capital, other equity
and non controlling interest.
(9) Days Working Capital is arrived at by dividing working capital (current assets excluding cash and cash equivalents less
current liabilities excluding short term borrowings and current lease liabilities) by revenue from operations multiplied
by the number of days in the year (365).
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL PERIOD
In the opinion of the Board of Directors of our Company, since the date of the last financial information disclosed
in this Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect
the business activities or profitability of our Company or the value of its assets or its ability to pay its material
liabilities within the next twelve months.
FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk
Factors” on page 33. Our results of operations and financial conditions are affected by numerous factors including
the following:
• We derive our revenue from sale of Mangalsutras through our retailers, wholesalers and Corporate
Clients. However, a significant portion of our revenue from operations is derived from the sale of our
products to a limited number of our Corporate Clients.
• We manufacture single product i.e. Mangalsutras in varied designs and therefore may face loss of revenue
and business owing to any reduction in demand and/or sale of our product.
• Our business requires a substantial amount of working capital, primarily to finance the purchase of raw
material.i.e., gold, which require immediate payment. However, our clients include retailers, wholesalers
and Corporate Clients, to whom we need to provide an average credit period of approximately 15-25
301days, thus affecting our working capital requirement. Our working capital requirements may increase
due to any longer payment schedules for our clients and also due to shorter credit period from our
suppliers.
• We do not enter into any long-term contracts with our suppliers of bullion. Any major disruption to the
timely and adequate supply of bullion to us could adversely affect our business, results of operations and
financial condition
• Our single Manufacturing Facility is located at A-3/1, 3rd floor, Todi Estate, Sun Mill Compound, Lower
Parel (West), Mumbai 400013, Maharashtra, India. Our business is vulnerable to regional conditions and
economic downturns in the region. Any unforeseen events or circumstances that negatively affect this
area could adversely affect our sales and profitability.
• We are subject to gold price fluctuations and we might not be able to procure gold at competitive prices
for use in our manufacturing process.
BASIS OF PREPARATION, MEASUREMENT AND SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies adopted in the preparation of our Restated Financial Information is set forth
below. This note provides a list of the significant accounting policies adopted in the preparation of these Ind AS
financial information. Accounting policies have been consistently applied except where a newly issued Indian
Accounting Standard is initially adopted or a revision to an existing Indian Accounting Standard requires a change
in the accounting policy hitherto in use.
1.1 Basis of preparation
These financial information are prepared in accordance with Indian Accounting Standards (Ind AS) and the
provisions of the Companies Act, 2013 (‘the Act’) (to the extent notified). The Ind AS are prescribed under Section
133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies
(Indian Accounting Standards) Amendment Rules, 2016.
The Company's financial statements upto and for the year ended 31 March 2023 were prepared in accordance with
the Companies (Accounting Standard) Rules, 2021 (as emended) notified under Section 133 of the Act and other
provisions of the Act (‘Indian GAAP’ or ‘Previous GAAP’).
The Company has voluntarily adopted all the relevant Ind AS standards and the first time adoption was carried
out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. The transition was
carried out from Indian Accounting Principles generally accepted in India as prescribed under Sec 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which was the Previous GAAP and an
explanation of how the transition to Ind AS has affected the previously reported financial position, financial
performance and cash flows of the Company is provided in note 42.
These Restated Financial Information have been prepared by the Management of the Company (“Management”)
in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended from time to time, (“ICDR Regulations”) for the purpose of inclusion in the Red
Herring Prospectus (“RHP”) and this Prospectus in connection with the proposed initial public offering of equity
shares of face value of ₹ 10 each of the Company comprising a fresh issue of equity shares (the “Issue”). These
Restated Financial Information have been prepared by the Company to comply in all material respects with the
requirements of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (“the Act”);
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended (the “ICDR Regulations”); and
c. The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered
Accountants of India, as amended (the “Guidance Note”)
The Ind AS financial statements are presented in Indian Rupees (`) which is also the Company’s functional
currency and all amounts have been rounded off to the nearest Million, unless otherwise stated.
3021.2 Basis for Measurement
The financial statements have been prepared on a historical cost convention and on an accrual basis, except for
the following:
i. Certain financial assets and liabilities that are qualified to be measured at fair value (refer accounting
policy on financial instruments);
ii. Employee benefits where plan asset is measured at fair value less present value of defined benefit
obligations (“DBO”).
1.3 Use of estimates and judgements
The preparation of the financial statements in conformity with Ind AS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected. In particular,
information about significant areas of estimation, uncertainty and critical judgements in applying accounting
policies that have the most significant effect on the amounts recognised in the financial statements is included in
the following notes:
I. Contingent liabilities: Contingent liabilities are not recognised in the financial statements but are disclosed
in the notes. They are assessed continually to determine whether an outflow of resources embodying economic
benefits has become probable. If it becomes probable that an outflow of future economic benefits will be
required for an item previously dealt with as a contingent liability, a provision is recognised in the financial
statements of the period in which the change in probability occurs (except in the extremely rare circumstances
where no reliable estimate can be made).
II. Income taxes: Significant judgements are involved in determining the provision for income taxes, including
the amount expected to be paid or recovered in connection with uncertain tax positions.
III. Impairment of financial assets: The Company assesses on a forward looking basis the expected credit losses
associated with its assets carried at amortised cost.
IV. Measurement of defined benefit obligations: Key actuarial assumptions used for actuarial valuation.
V. Property, plant and equipment: Useful life of asset.
VI. Other estimates: The preparation of financial statements involves estimates and assumptions that affect the
reported amount of assets, liabilities, disclosure of contingent liabilities at the date of financial statements and
the reported amount of revenues and expenses for the reporting period. Specifically, the Company estimates
the probability of collection of accounts receivable by analyzing historical payment patterns, customer
concentrations, customer creditworthiness and current economic trends. If the financial condition of a
customer deteriorates, additional allowances may be required.
1.4 Measurement of Fair Value
Some of the Company’s accounting policies and disclosures require the measurement of fair values, for both
financial and non-financial assets and liabilities.
Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
303- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as
possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair
value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value
hierarchy as the lowest level input that is significant to the entire measurement.
1.5 Current and non-current classification
The Company presents assets and liabilities in the balance sheet based on current/non-current classification.
An asset is treated as current when it is:
1. Expected to be realised or intended to be sold or consumed in normal operating cycle;
2. Held primarily for the purpose of trading;
3. Expected to be realised within twelve months after the reporting period; or
4. Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
1. It is expected to be settled in normal operating cycle;
2. It is held primarily for the purpose of trading;
3. It is due to be settled within twelve months after the reporting period; or
4. There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and
cash equivalents. The company has identified twelve months as its operating cycle.
1.6 Property, plant and equipment
Property, plant and equipment including Investment Properties are stated at cost less accumulated depreciation
and impairment, if any.
Cost of an item of property, plant and equipment comprises its purchase price including import duties and non-
refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing
the items to its working condition for its intended use and estimated cost of dismantling and removing the item
and restoring the site on which it is located.
Subsequent expenditures relating to property, plant and equipment is capitalized only when it is probable that
future economic benefits associated with these will flow to the Company and the cost of the item can be measured
reliably. Repairs and maintenance costs are recognised in the statement of profit and loss when incurred. The cost
and related accumulated depreciation are eliminated from the financial statements upon sale or retirement of the
304asset and the resultant gains or losses are recognised in the statement of profit and loss. Assets to be disposed off
are reported at the lower of the carrying value or the fair value less cost to sell.
Machinery spares which can be used only in connection with an item of Property, plant and equipment and whose
use is expected to be irregular are capitalised and depreciated over the useful life of the principal item of the
relevant assets. Subsequent expenditure on property, plant and equipment after its purchase / completion is
capitalised only if such expenditure results in an increase in the future benefits from such asset beyond its
previously assessed standard of performance.
The estimated useful life of the tangible assets and the useful life are reviewed at the end of each financial year
and the depreciation period is revised to reflect the changed pattern, if any.
Transition to Ind AS
On transition to Ind AS, the Company 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.
1.7 Depreciation methods, estimated useful lives and residual value
Depreciation is provided on a Straight Line Method (‘SLM’) over estimated useful life of the fixed assets
estimated by the Management. The management believes that the useful lives as given below best represent the
period over which management expects to use these assets based on an internal assessment and technical
evaluation where necessary. Hence, the useful lives for these assets is different from the useful lives as prescribed
under part C of Schedule II of the Companies Act, 2013. Depreciation for assets purchased/sold during the year
is proportionately charged. The Company estimated the useful lives for fixed assets as follows:
6 Years
Plant & Machinery 15 Years
Office Equipment 5 Years
Vehicles 8 Years
Computer 3 Years
Leasehold property Over the period of lease term
The assets residual value and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included
in profit or loss within other gains/losses.
Advance paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is
classified as capital advances under other non-current assets and the cost of the assets not put to use before such
date are disclosed under ‘Capital work-in-progress’.
1.8 Investment Property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not
for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative
purposes. The Company depreciates investment properties over a period of 60 years on a straight-line basis over
its estimated useful life.
1.9 Impairment of intangible assets and property, plant and equipment
Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes
in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment
testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined
on an individual asset basis unless the asset does not generate cash flows that are largely independent of those
305from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset belongs.
If such assets are considered to be impaired, the impairment to be recognised in the statement of profit and loss is
measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of
the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the
estimates used to determine the recoverable amount.
The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does
not exceed the carrying amount that would have been determined (net of any accumulated amortisation or
depreciation) had no impairment loss been recognised for the asset in prior years.
1.10 Leases
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration.
The Company as a Lessee
The Company assesses whether a contract contains a lease, at inception of a contract. To assess whether a contract
conveys the right to control the use of an identified asset, the Company assesses whether:
1. The contract involves the use of an identified asset.
2. The Company has substantially all of the economic benefits from use of the asset through the period of the
lease; and
3. The Company has the right to direct the use of asset.
As the date of commencement of the lease, the Company recognizes a right-of-use-asset (“ROU”) and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of
twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the
Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.
The of right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability
adjusted for any lease payment made prior to the commencement date of the lease plus any initial direct costs less
any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment
losses.
Right-to-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the
lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever
events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose
of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-
use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely
independent of those from other assets. In such cases, the recoverable amount is determined for the Cash
Generating Unit (CGU) to which the assets belong.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The
lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the
incremental borrowing rates in the country of changes its assessment if whether it will exercise an extension or a
termination option.
The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for
a portfolio of leases with similar characteristics.
Lease liability and ROU asset have been separately presented in the respective Note and lease payments have
been classified as financing cash flows.
The Company as a Lessor
Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the
306lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a
finance lease. All other leases are classified as operating leases.
When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease
separately. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising
from the head lease.
For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.
1.11 Inventories
Raw Material - Lower of cost or NRV. Cost is determined on weighted average basis. Cost of Raw material
comprises of cost of purchase and other cost incurred in bringing the inventory to their present condition and
location.
Finished Goods - Lower of cost or NRV. Cost is determined on weighted average basis, includes direct material
and labour expenses and appropriate proportion of manufacturing overheads.
Net Realisable value is the estimated selling price in the ordinary course business less estimated cost of completion
and estimated cost necessary to make the sale.
1.12 Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with
an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the
purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as
defined above.
1.13 Financial Instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual
provisions of the instrument.
A. Financial Assets
Initial recognition and measurement
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair
value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
Financial assets are classified, at initial recognition, as financial assets measured at fair value or as financial assets
measured at amortised cost.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
1. Financial assets at amortised cost,
2. Financial assets at fair value through other comprehensive income (FVTOCI)
3. Financial assets at fair value through profit or loss (FVTPL)
4. Equity instruments measured at fair value through other comprehensive income (‘FVTOCI’)
Financial asset at amortised cost
A financial asset is measured at the amortised cost if both the following conditions are met:
3071. The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows, and
2. Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective
interest rate (EIR) method. 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 in finance
income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category
generally applies to trade and other receivables.
Financial asset at FVOCI
A financial asset is classified as at the FVTOCI if both of the following criteria are met:
1. The objective of the business model is achieved both by collecting contractual cash flows and selling the
financial assets, and
2. The asset’s contractual cash flows represent SPPI
Financial asset at FVTPL
FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for
categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.
In addition, a company may elect to designate a debt instrument, which otherwise meets amortized cost or
FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a
measurement or recognition inconsistency (referred to as ‘accounting mismatch’). The Company has not
designated any debt instrument as at FVTPL. Financial assets included within the FVTPL category are measured
at fair value with all changes recognized in the Statement of profit and loss.
Equity investments Other than Investments in subsidiaries, associates and joint ventures
All equity investments in scope of Ind AS 109 are measured at fair value and are classified as FVTPL.
De-recognition
The Company derecognises financial assets when:
1. The rights to receive cash flows from the asset have expired, or
2. The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement;
and either
3. The Company has transferred substantially all the risks and rewards of the asset, or
4. The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has
neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the
asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing
involvement. In that case, the Company also recognises an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
308Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of
the original carrying amount of the asset and the maximum amount of consideration that the Company could be
required to repay.
Impairment of Financial Assets
The Company assesses impairment based on expected credit loss (ECL) model to the following:
1. Financial assets measured at amortised cost;
2. Financial assets measured at fair value through other comprehensive income (FVTOCI);
Expected credit losses are measured through a loss allowance at an amount equal to:
1. The 12-months expected credit losses (expected credit losses that result from those default events on the
financial instrument that are possible within 12 months after the reporting date); or
2. Full time expected credit losses (expected credit losses that result from all possible default events over the life
of the financial instrument).
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or
contract revenue receivables.
The Company follows the simplified approach permitted by Ind AS 109 – Financial Instruments- for recognition
of impairment loss allowance. The application of simplified approach does not require the Company to track
changes in credit risk of trade receivable. The Company calculates the expected credit losses on trade receivables
on the basis of its historical credit loss experience. The Company follows ‘simplified approach’ for recognition
of impairment loss allowance on trade receivables or contract revenue receivables.
ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in
the statement of profit and loss. This amount is reflected under the head ‘other expenses’ in the statement of profit
and loss. The balance sheet presentation for various financial instruments is described below:
Financial assets measured as at amortised cost, contractual revenue receivables and lease receivables: ECL is
presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The
allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce
impairment allowance from the gross carrying amount.
Loan commitments and financial guarantee contracts: ECL is presented as a provision in the balance sheet, i.e. as
a liability.
For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the
basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable
significant increases in credit risk to be identified on a timely basis.
The Company does not have any purchased or originated credit-impaired (POCI) financial assets, i.e., financial
assets which are credit impaired on purchase/ origination
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or
contract revenue receivables.
B. Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
309Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting
all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Financial liabilities
Initial recognition and measurement
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
The Company’s financial liabilities include trade and other payables, loans and borrowings including bank
overdraft.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
1. Financial liabilities at fair value through profit or loss
2. Loans and borrowings measured on amortised cost basis
3. Financial guarantee contracts
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the purpose of repurchasing in the near term.
Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such
at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as
FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ loss
are not subsequently transferred to the Statement of profit and loss. However, the company may transfer the
cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the
statement of profit and loss. The Company has not designated any financial liability as at FVTPL.
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using
the EIR method. Gains and losses are recognised in the 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 Statement of profit and loss.
Financial guarantee contracts
Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to
reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in
accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability
at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee.
Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment
requirements of Ind AS 109 and the amount recognised less cumulative amortisation.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
310or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in the statement of profit and loss.
C. Off-setting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis,
to realise the assets and settle the liabilities simultaneously.
1.14 Provisions, Contingent liabilities, Contingent assets and Commitments:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some
or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised
as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is
presented in the statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.
Contingent liability is disclosed in the case of:
1. A present obligation arising from the past events, when it is not probable that an outflow of resources will be
required to settle the obligation;
2. A present obligation arising from the past events, when no reliable estimate is possible;
3. A possible obligation arising from the past events, unless the probability of outflow of resources is remote.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
1.15 Taxes
Current Tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on the rates and tax laws enacted or substantively enacted, at the reporting date in the
country where the entity operates and generates taxable income.
Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable
tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred Tax
Deferred tax is provided using the balance sheet approach on temporary differences at the reporting date between
the tax bases of assets and liabilities and their corresponding carrying amounts for the financial reporting purpose
Deferred tax assets are the amounts of income taxes recoverable in future periods in respect of:
1. deductible temporary differences;
2. the carry forward of unused tax losses; and
3. the carry forward of unused tax credits.
311The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be
utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent
that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the
asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction
either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.
1.16 Revenue recognition
Revenue Recognition Revenue is recognised upon transfer of control of promised goods or services to customers
in an amount that reflects the consideration the Company expects to receive in exchange for those goods or
services.
a) Sale of goods: Revenue from the sale of products is recognised at the point in time when control is transferred
to the customer. Revenue is measured based on the transaction price, which is the consideration, net of customer
incentives, discounts, variable considerations, payments made to customers, other similar charges, as specified in
the contract with the customer. Additionally, revenue excludes taxes collected from customers, which are
subsequently remitted to governmental authorities.
b) Interest income: Interest income from a financial asset is recognised when it is probable that the economic
benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued
on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the
rate that exactly discounts estimated future cash receipts through the expected life of the financial asset of that
asset’s net carrying amount on initial recognition.
Other Income
Other income comprises primarily interest income on deposits, dividend income and gain/(loss) on disposal of
financial assets and non-financial assets. Interest income is recognised using the effective interest method.
Dividend income is recognised when the right to receive payment is established.
1.17 Embedded derivative
The Group enters into purchase of gold contract, in which the amount payable is not fixed based on gold price on
the date of purchase, but instead is affected by changes in gold prices in future. Such transactions are entered into
to protect against the risk of gold price movement in the purchased gold. Accordingly, such unfixed payables
(gold loan) are considered to have an embedded derivative. The Group designates the gold price risk in such
instruments as hedging instruments, with gold inventory considered to be the hedged item. The hedged risk is
gold prices movement.
3121.18 Government Grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all
attached conditions will be complied with. All the grants related to an expense item are recognised as income on
a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
1.19 Employee Benefits
A. Short-term employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries in the period the
related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that
service. Short-term employee benefits are measured on an undiscounted basis as the related service is provided.
B. Compensated absences
The employees of the Company are not entitled to compensated absences.
C. Defined contribution plan
Under a defined contribution plan, the Company’s only obligation is to pay a fixed amount with no obligation
to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The Company
makes specified monthly contributions towards Employee Provident Fund to Government administered
Provident Fund Scheme which is a defined contribution plan. The expenditure for defined contribution plan is
recognised as expense during the period when the employee provides service.
D. Defined benefit plan
In accordance with the Payment of Gratuity Act, 1972, the Company provides for a lump sum payment to eligible
employees, at retirement or termination of employment based on the last drawn salary and years of employment
with the Company. The present value of gratuity obligation under such defined benefit plan is determined based
on actuarial valuations carried out by an external actuary using the Projected Unit Credit Method. The Company
recognises the net obligation of a defined benefit plan in its balance sheet as an asset or liability.
The Company recognises the following changes in the net defined benefit obligation as an expense in the
statement of profit and loss:
- Service costs comprising current service costs, past service costs, gains and losses on curtailments and non-
routine settlements; and
- Net interest expense or income
Actuarial gains or losses are recognised in other comprehensive income. Further, the statement of profit and loss
does not include an expected return on plan assets. Instead, net interest recognised in the statement of profit and
loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined
benefit liability or asset. The actual return on the plan assets above or below the discount rate is recognised as
part of remeasurement of net defined liability or asset through other comprehensive income. The Company had
not recognised gratuity liability under IGAAP till March 31,2023.
Re-measurement comprising actuarial gains or losses and return on plan assets (excluding amounts included in
net interest on the net defined benefit liability) are not reclassified to the statement of profit and loss in
subsequent periods.
3131.20 Borrowing Cost
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the
asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest
and other costs that the Company incurs in connection with the borrowing of funds.
1.21 Cash Flow Statement
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of
transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments
and item of income or expenses associated with investing or financing cash flows. The cash flows from operating,
investing and financing activities of the Company are segregated.
1.22 Segment Reporting
Operating segments are reported in the manner consistent with the internal reporting to the chief operating decision
maker (CODM). As per CODM, the Company is reported at an overall level, and hence there are no separate
reportable segments as per Ind AS 108.
1.23 Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the respective transactions. Foreign-currency denominated monetary assets and liabilities are translated
into the functional currency at exchange rates in effect at the reporting date.
Foreign exchange gains and losses resulting from the settlement of such transactions and such translation of
monetary assets and liabilities denominated in foreign currencies are generally recognised in the statement of
profit and loss.
Non-monetary assets and liabilities denominated in a foreign currency and measured at fair value are translated
at the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and liabilities
denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at
the date of transaction. Foreign currency gains and losses are reported on a net basis. This includes changes in the
fair value of foreign exchange derivative instruments, which are accounted at fair value through profit or loss.
1.24 Earnings per share
Basic earnings per share are calculated by dividing the net profit for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period. Earnings considered in
ascertaining the Company's earnings per share is the net profit for the period after deducting preference dividends
and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during
the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of
potential equity shares that have changed the number of equity shares outstanding, without a corresponding change
in resources.
For the purpose of calculating diluted earnings per share, the profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects
of all dilutive potential equity share.
314PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS
Set forth below are the principal components of statement of profit and loss from our continuing
operations:
Income
Our total income comprises of (i) revenue from operations and (ii) other income.
Revenue from Operations
Revenue from operations comprises of: (i) sale of products; and (ii) Other Operating Income which further
includes (i) Labour charges received from job work; (iii) Hallmarking Charges received;
Other Income
Other income includes (i) interest income on bank deposits; (ii) interest received on others;(iii) Exchange
Difference; (iv) Reversal of excess provision of ECL; (v) Interest on Security Deposit; (vi) Miscellaneous
incomes.
Expenses
Our expenses comprise of: (i) cost of material and store and spare consumed; (ii) purchase of stock-in-trade; (iii)
changes in inventories of finished goods, work in progress and stock-in-trade (iv) employee benefits expenses;
(v) finance costs; (vi) depreciation and amortization expense; and (vii) other expenses.
Cost of Material Consumed
Cost of Material Consumed denote the sum of opening stock, purchases of raw materials, labour charges less
closing stock of raw materials.
Purchase of Stock-in-Trade
Purchase of Stock-in-Trade denote the purchase made during the year i.e. purchase of stock in trade.
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 denote the difference between
opening and closing balance of Finished Goods, work in progress and stock-in-trade.
Employee Benefits Expense
Employee benefits expenses include (i) Salaries and Wages, (ii) Contributions to Provident and Other Funds, (iii)
Staff Welfare Expenses, (iv) Gratuity Expense.
Finance Costs
Finance cost includes (i) Interest Expense on Borrowing; (ii) Dividend on Preferential Shares; (iii) Interest on
Lease Liabilities; (iii) Interest on car loan; (iv) Interest expense on gold loan and (v) Interest on loan from
Director/promoters.
Depreciation and Amortisation expenses
Depreciation and amortisation expenses include (i) depreciation on tangible assets; (ii) depreciation on investment
properties; (iii) depreciation of Right-of-use assets.
315Other Expenses
Other expenses include:
(i)advertisement and sales promotion;(ii) Audit fees;(iii) Bank charges;(iv) courier and logistic charges;(v)
corporate social responsibility;(vi) electricity charges;(vii) factory expenses;(viii) hallmarking charges;(ix)
Insurance expenses;(x) labour charges;(xi) legal and professional;(xii) repair and maintenance;(xiii) security
charges;(xiv) rates & taxes;(xv) travelling expenses;(xvi) expected credit loss;(xvii) Bad debts written off;(xviii)
fixed assets written off;(xix) other expenses;
Our Results of Operations
The following table sets forth selective financial data from our restated statement of profit and loss for the Fiscal
2025, Fiscal 2024 and Fiscal 2023, the components of which are expressed as a percentage of revenue from
operations for such periods:
316(₹ in million unless stated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of revenue Amount % of revenue Amount % of revenue
From From From
operations operations operations
Income
Revenue from operations 14298.15 99.98% 11,015.23 99.89% 9,502.17 99.89%
Other income 3.01 0.02% 11.85 0.11% 10.77 0.11%
Total Income 14301.16 100.00% 11,027.08 100.00% 9,512.94 100.00%
Expenses
Cost of material 10,953.28 76.59% 9,795.36 88.83% 8,721.20 91.68%
Purchases of Stock-In-Trade 2,611.51 18.26% 933.92 8.47% 262.66 2.76%
Changes in Inventory of Finished Goods, -383.93 -3.48% -17.39 -0.18%
-414.71 -2.90%
WIP & Stock -In-Trade
Employee benefit expense 127.22 0.89% 92.87 0.84% 75.32 0.79%
Finance costs 82.00 0.57% 60.34 0.55% 56.24 0.59%
Depreciation and amortisation expense 26.16 0.18% 25.63 0.23% 18.27 0.19%
Other expenses 97.73 0.68% 81.30 0.74% 82.29 0.87%
Total Expenses 13,483.20 94.28% 10,605.49 96.18% 9,198.59 96.70%
Profit before tax 817.96 5.72% 421.59 3.82% 314.35 3.30%
Tax expense:
Current tax 209.29 1.46% 110.88 1.01% 79.57 0.84%
Earlier year taxes 0 0.00% -0.28 0.00% - 0.00%
Deferred tax -2.47 -0.02% -0.06 0.00% 1.20 0.01%
Total Tax Expenses 206.82 1.45% 110.54 1.00% 80.77 0.85%
Profit for the year 611.14 4.27% 311.05 2.82% 233.58 2.46%
317Revenue from Operations
In Fiscal 2025, our Company achieved revenue from operations of ₹14,298.15 million, compared to ₹11,015.23
million in Fiscal 2024 and ₹9,502.17 million in Fiscal 2023. This represents year-on-year growth of 29.80% in Fiscal
2025 and 15.92% in Fiscal 2024. Between Fiscal 2023 and Fiscal 2025, our revenue from operations has grown at a
CAGR of 22.67%.
The growth is mainly attributable to:
• Increased participation in prominent national and regional B2B exhibition. During the Fiscals 2025, 2024, and
2023, we participated in twelve (12), seven (7) and five (5) jewellery shows and exhibitions;
• Increase in gold price;
• Higher production from 1,235.74 kg in Fiscal 2023 to 1,724.91 in Fiscal 2025;
• Adding sales channel like e-catalogue of stock designs for retail clients to browse our extensive collection and
designs, placing orders at their convenience, video call facility for live stock selection for our Corporate clients
and appointment of third-party intermediaries/facilitator to expand into untapped domestic market and increase
our geographical reach.
PAT and PAT margin
In Fiscal 2025, our Company achieved PAT of ₹611.14 million, compared to ₹311.05 million in Fiscal 2024 and
₹233.58 million in Fiscal 2023. Between Fiscal 2023 and Fiscal 2025, our PAT has grown at a CAGR of 61.75%.
The PAT margin has improved from 2.46% in Fiscal 2023 to 4.27% in Fiscal 2025. Reasons for improved PAT margin
during the reported are:
• Achieving economies of scale in operations;
• Higher realization of making charges embedded in sales due to increase in gold price.
RESULTS OF OPERATIONS INFORMATION FOR FISCAL 2025 COMPARED WITH FISCAL 2024
(₹ in million unless stated otherwise)
Change in ₹
Particulars Fiscal 2025 Fiscal 2024 Change in %
million
Income
Revenue from operations 14,298.15 11,015.23 3,282.92 29.80%
Other income 3.01 11.85 -8.84 -74.60%
Total Income 14,301.16 11,027.08 3,274.08 29.69%
Expenses
Cost of material and store and spare
10,953.28 9,795.36 1,157.92 11.82%
consumed
Purchases of Stock-In-Trade 2,611.51 933.92 1,677.59 179.63%
Changes in Inventory of Finished Goods,
(414.71) (383.93) -30.78 8.02%
WIP & Stock -In-Trade
Employee benefit expense 127.22 92.87 34.35 36.99%
Finance costs 82.00 60.34 21.66 35.90%
Depreciation and amortization expense 26.16 25.63 0.53 2.07%
Other expenses 97.73 81.30 16.43 20.21%
Total Expenses 13,483.20 10,605.49 2,877.71 27.13%
Profit before tax 817.96 421.59 396.37 94.02%
Tax expense:
Current tax 209.29 110.88 98.41 88.75%
Earlier year taxes - (0.28) 0.28 -100.00%
Deferred tax (2.47) (0.06) -2.41 4016.67%
318Change in ₹
Particulars Fiscal 2025 Fiscal 2024 Change in %
million
Total Tax Expenses 206.82 110.54 96.28 87.10%
Profit for the period 611.14 311.05 300.09 96.48%
Total Income
Our total income has increased by 26.69% to ₹14,301.16 million in Fiscal 2025 from ₹11,027.08 million in Fiscal
2024 due to increase sale of mangalsutra.
Revenue from Operations
Our revenue from operations has increased by 29.80% from ₹11,015.23 million in Fiscal 2024 to ₹14,298.15 million
in Fiscal 2025 due to increase in sale of product.
Revenue from sale of products increased by 29.69% from ₹10,816.37 million in Fiscal 2024 to ₹14,027.59 million in
Fiscal 2025, primarily due to increase in sale volumn and increase in price of gold.
Other Income
Our other income decreased by 74.60% from ₹11.85 million in Fiscal 2024 to ₹3.01 million in Fiscal 2025.
Total Expenses
Our total expenses increased by 27.13%, from ₹10,605.49 million in Fiscal 2024, to ₹13,483.20 million in the Fiscal
2025. This increase was primarily driven by an increase in the cost of material and stores and spare consumed by
₹1,157.92 million, purchases of stock-in-trade by ₹1,677.59 million, employee benefit expenses by ₹34.35 million,
finance costs by ₹21.66 million, depreciation and amortization expenses by ₹0.53 million and other expenses by
₹16.43 million.However, this increase was partially offset by an increase in changes in inventories of finished goods,
WIP, and stock-in-trade amounting to ₹30.78 million.
Cost of Material Consumed
Cost of material consumed increased from ₹9,795.36 million in Fiscal 2024 to ₹10,953.28 million in Fiscal 2025,
primarily on account of higher production requirements and an increase in the price of goods driven by higher demand
during Fiscal 2025.
Purchase of Stock-in-Trade
Purchases of Stock-in-Trade increased from ₹933.92 million in Fiscal 2024, to ₹2,611.51 million in the Fiscal 2025,
primarily due to
Our Company actively showcase its collection and extensive range of designs to both existing and potential clients
by participating in prominent national and regional B2B exhibitions and trade shows. In some instances, we have to
fulfill immediate deliveries of Mangalsutras, requiring our Company to rely on Karigars for purchasing additional
Mangalsutras, as we do not have sufficient finished goods inventory to meet immediate customer demand. For this
purpose, portion of purchase of traded goods has increased, while the cost of materials consumed has decreased.
Due to this strategy, our Company’s turnaround time from purchasing raw material to delivering the finished goods
to customers is reduced, allowing us to better meet customers’ demands during events like participation in B2B
exhibitions and festival season. However, our Company does not resort to continue to have high portion of purchase
of traded goods and will rely more on in-house manufacturing to fulfill the demand.
Changes in Inventories of Finished Goods, Work in Progress and Stock-in-Trade
The change in inventories of finished goods, work-in-progress, and stock-in-trade decreased from ₹(383.93) million
in Fiscal 2024, to ₹(414.71) million in Fiscal 2025, primarily due to higher accumulation of closing stock during
Fiscal 2025.
319Employee Benefit Expenses
Employee Benefit Expenses increased by 36.99% from ₹92.87 million in Fiscal 2024, to ₹127.22 million in Fiscal
2025. This increase was primarily attributable to an increase in salaries and wages by ₹33.95 million. .
Finance Cost
The finance cost increased by 35.90%, from ₹60.34 million in Fiscal 2024 to ₹82.00 million in Fiscal 2025.The main
driver was a rise in interest expenses on borrowings from ₹38.90 million in Fiscal 2024 to ₹69.79 million in Fiscal
2025.
Depreciation and Amortization Expenses
The depreciation and amortization expense increased by 2.07%, from ₹25.63 million in Fiscal 2024 to ₹26.16 million
in Fiscal 2025. This rise is mainly due to higher depreciation on tangible assets by ₹0.56 million
Other Expenses
Other expenses increased by 20.21% from ₹81.30 million in Fiscal 2024 to ₹97.73 million in Fiscal 2025. The primary
contributors to this increase were rates and taxes by ₹9.90 million, legal and professional fees by ₹4.97 million,
expected credit loss by ₹3.81 million and trading gain/loss(net) by ₹2.70 million in Fiscal 2025.
Profit Before Tax
Due to reasons mentioned above, the profit before tax increased by 94.02% from ₹421.59 million in Fiscal 2024 to
₹817.96 million in Fiscal 2025.
Tax Expenses
Total tax expenses increased by 87.10%, from ₹110.54 million in Fiscal 2024 to ₹206.82 million in Fiscal 2025. The
increase is mainly driven by rise in the curren tax in Fiscal 2025.
Profit After Tax
Due to reasons mentioned above, the profit after tax grew by 96.48%, from ₹311.05 million in Fiscal 2024 to ₹611.14
million in Fiscal 2024.
RESULTS OF OPERATIONS INFORMATION FOR FISCAL 2024 COMPARED WITH FISCAL 2023
(₹ in million unless stated otherwise)
Change in ₹
Particulars Fiscal 2024 Fiscal 2023 Change in %
million
Income
Revenue from operations 11,015.23 9,502.17 1,513.06 15.92%
Other income 11.85 10.77 1.08 10.03%
Total Income 11,027.08 9,512.94 1,514.14 15.92%
Expenses
Cost of material and store and spare
9,795.36 8,721.20 1,074.16 12.32%
consumed
Purchases of Stock-In-Trade 933.92 262.66 671.26 255.56%
Changes in Inventory of Finished Goods,
(383.93) (17.39) (366.54) 2107.76%
WIP & Stock -In-Trade
Employee benefit expense 92.87 75.32 17.55 23.30%
Finance costs 60.34 56.24 4.10 7.29%
Depreciation and amortization expense 25.63 18.27 7.36 40.28%
Other expenses 81.30 82.29 (0.99) (1.20)%
Total Expenses 10,605.49 9,198.59 1,406.90 15.29%
Profit before tax 421.59 314.35 107.24 34.11%
320Change in ₹
Particulars Fiscal 2024 Fiscal 2023 Change in %
million
Tax expense:
Current tax 110.88 79.57 31.31 39.35%
Earlier year taxes (0.28) - (0.28) (100.00)%
Deferred tax (0.06) 1.20 (1.25) (105.00)%
Total Tax Expenses 110.54 80.77 29.77 36.86%
Profit for the period 311.05 233.58 77.47 33.17%
Total Income
Our total income has increased by 15.92% to ₹11,027.08 million in Fiscal 2024 from ₹9,512.94 million in Fiscal 2023
due to overall increase in revenue from operations.
Revenue from Operations
Our revenue from operations has increased by 15.92% from ₹9,502.17 million in Fiscal 2023 to ₹11,015.23 million
in Fiscal 2024 majorly due to increase in sale of products.
Revenue from sale of products increased by 15.80% from ₹9,340.37 million in Fiscal 2023 to ₹10,816.37 million in
Fiscal 2024, primarily due to increase in gold prices.
Other Income
Our other income increased by 10.03% from ₹10.77 million in Fiscal 2023 to ₹11.85 million in Fiscal 2024.
Total Expenses
Our total expenses increased by 15.29%, from ₹9,198.59 million in Fiscal 2023, to ₹10,605.49 million in the Fiscal
2024. This rise was primarily driven by an increase in the cost of material and stores and spare consumed by ₹1,074.16
million, purchases of stock-in-trade by ₹671.26 million, employee benefit expenses by ₹17.55 million, finance costs
by ₹4.10 million, and depreciation and amortization expenses by ₹7.36 million. However, this increase was partially
offset by an increase in changes in inventories of finished goods, WIP, and stock-in-trade amounting to ₹366.54
million and other expenses by ₹0.99 million.
Cost of Material Consumed
Cost of material consumed increased from ₹8,721.20 million in Fiscal 2023 to ₹9,795.36 million in Fiscal 2024,
primarily due to higher production requirements due to increase in demand in Fiscal 2024.
Purchase of Stock-in-Trade
Purchases of Stock-in-Trade increased from ₹262.66 million in Fiscal 2023, to ₹933.92 million in the Fiscal 2024,
primarily due to higher procurement requirements to support increased sales activity during the year.
Changes in Inventories of Finished Goods, Work in Progress and Stock-in-Trade
The change in inventories of finished goods, work-in-progress, and stock-in-trade decreased from ₹(17.39) million in
Fiscal 2023, to ₹ (383.93) million in Fiscal 2024. This increase was primarily due to significant accumulation of stock,
which result from higher production or strategic retention of inventory at the close of Fiscal 2024.
Employee Benefit Expenses
Employee Benefit Expenses increased by 23.30% from ₹75.32 million in Fiscal 2023, to ₹92.87 million in Fiscal
2024. This increase was primarily attributable to an increase in salaries and wages by ₹16.85 million.
321Finance Cost
The finance cost increased by 7.29%, from ₹56.24 million in Fiscal 2023 to ₹60.34 million in Fiscal 2024. The main
driver was a rise in interest expenses on borrowings from ₹27.38 million in Fiscal 2023 to ₹38.90 million in Fiscal
2024.
Depreciation and Amortization Expenses
The depreciation and amortization expense increased by 40.28%, from ₹18.27 million in Fiscal 2023 to ₹25.63 million
in Fiscal 2024. This rise is mainly due to higher depreciation on tangible assets and investment in properties by ₹2.49
million and ₹4.88 million respectively.
Other Expenses
Other expenses decreased slightly by 1.20% from ₹82.29 million in Fiscal 2023 to ₹81.30 million in Fiscal 2024. The
primary contributors to this decrease were reductions in labour charges by ₹15.45 million and rates and taxes by ₹7.55
million. However, this was partially offset by an increase in advertising and sales promotion expenses by ₹7.70 million
and repairs and maintenance expenses by ₹9.38 million.
Profit Before Tax
Due to reasons mentioned above, the profit before tax increased by 34.11%, rising from ₹314.35 million in Fiscal
2023 to ₹421.59 million in Fiscal 2024.
Tax Expenses
Total tax expenses increased by 36.86%, from ₹80.77 million in Fiscal 2023 to ₹110.54 million in Fiscal 2024. The
increase is mainly driven by a rise in current tax, which increased by 39.35%, from ₹79.57 million in Fiscal 2023 to
₹110.88 million in Fiscal 2024. Deferred tax decreased from ₹1.20 million in Fiscal 2023 to ₹(0.06) million in Fiscal
2024.
Profit After Tax
Due to reasons mentioned above, the profit after tax grew by 33.17%, from ₹233.58 million in Fiscal 2023 to ₹311.05
million in Fiscal 2024.
Cash Flow
The table below summaries our cash flows from our Restated Financial Information for the Fiscal 2025, 2024 and
2023:
(₹ In million, unless otherwise stated)
Fiscal
Particulars
2025 2024 2023
Net cash flow generated from/ (utilized in) operating activities
(70.93) (141.24) 130.73
(A)
Net cash flow generated from/ (utilized in) investing activities
(29.59) (16.83) (28.91)
(B)
Net cash flow generated from/ (utilized in) financing activities
89.71 120.81 (90.82)
(C)
Net (decrease)/ increase in cash & cash equivalents (A+B+C) (10.82) (37.27) 11.00
Cash and cash equivalents at the beginning of the year 20.92 58.20 47.20
Cash and cash equivalents at the end of the year 10.10 20.92 58.20
Cash flow from Operating Activities
For the Fiscal 2024
Net cash utilized in operating activities for the Fiscal 2025 was ₹70.93 million. While our profit before tax for the
Fiscal 2025 was ₹817.96 million, our operating profit before working capital changes and other adjustments was
322₹926.87 million. This was primarily due to adjustments for finance cost of ₹79.61 million, depreciation and
amortisation expenses of ₹26.16 million, balance written off ₹0.90 million. This was offset by interest income of
₹1.33 million and allowance for expected credit loss ₹3.81 million. Changes in working capital for the Fiscal 2025
primarily consisted of increase in inventories of ₹842.33 million, increase in trade receivables, loans, other financial
assets and other assets of ₹277.76 million and decrease in financial and other assets of ₹40.78 million, decrease in
trade payable, other financial liabilities, other liabilities and provisions of ₹329.48 million. Our income taxes paid
was ₹166.42 million for the Fiscal 2025.
For the Fiscal 2024
Net cash utilized in operating activities for the Fiscal 2024 was ₹141.24 million. While our profit before tax for the
Fiscal 2024 was ₹421.59 million, our operating profit before working capital changes and other adjustments was
₹502.72 million. This was primarily due to adjustments for finance cost of ₹57.09 million, depreciation and
amortisation expenses of ₹25.63 million, balance written off ₹1.70 million. This was offset by interest income of
₹0.94 million and allowance for expected credit loss ₹2.35 million. Changes in working capital for the Fiscal 2024
primarily consisted of increase in inventories of ₹400.67 million, increase in trade receivables, loans, other financial
assets and other assets of ₹134.11 million and decrease in financial and other assets of ₹2.29 million, decrease in trade
payable, other financial liabilities, other liabilities and provisions of ₹48.67 million. Our income taxes paid was
₹160.15 million for the Fiscal 2024.
For the Fiscal 2023
Net cash generated from operating activities for the Fiscal 2023 was ₹130.73 million. While our profit before tax for
the Fiscal 2023 was ₹314.35 million, our operating profit before working capital changes and other adjustments was
₹380.25 million. This was primarily due to adjustments for finance cost of ₹52.26 million, depreciation and
amortisation expenses of ₹18.27 million. This was offset by interest income of ₹2.75 million and allowance for
expected credit loss ₹1.88 million. Changes in working capital for Fiscal 2023 primarily consisted of increase in trade
receivables, loans, other financial assets and other assets of ₹211.24 million, increase in trade payable, other financial
liabilities, other liabilities and provisions of ₹35.48 million and decrease in inventories of ₹71.53 million, decrease in
financial and other assets of ₹5.52 million. Our income taxes paid was ₹79.85 million for the Fiscal 2023.
Cash flow from Investing Activities
For the Fiscal 2025
Net cash flow utilized in investing activities was ₹29.59 million for the Fiscal 2025. This reflected the capital
expenditure made towards addition in property, plant & equipment and investment property for ₹27.60 million and
towards the fixed deposites against the bank guarantee for ₹3.32 million. These payments were partially offset by
proceeds from interest received ₹1.33 million.
For the Fiscal 2024
Net cash flow utilized in investing activities was ₹16.83 million for the Fiscal 2024. This reflected the capital
expenditure made towards addition in property, plant & equipment and investment property for ₹6.42 million and
towards the fixed deposites against the bank guarantee for ₹11.36 million. These payments were partially offset by
proceeds from interest received ₹0.94 million.
For the Fiscal 2023
Net cash flow utilized in investing activities was ₹28.91 million for the Fiscal 2023. This reflected the capital
expenditure made towards addition in property, plant & equipment and investment property for ₹30.47 million and
towards the fixed deposites against the bank guarantee for ₹1.19 million. These payments were partially offset by
proceeds from interest received ₹2.75 million.
323Cash flow from Financing Activities
For the Fiscal 2025
Net cash flow generated from financing activities was ₹89.71 million for the Fiscal 2025 consisting of repayment of
long term borrowings of ₹30.33 million, interest paid of ₹79.61 million and proceeds from short term borrowings of
₹170.86 million and from issue of equity share of ₹28.80 million .
For the Fiscal 2024
Net cash flow generated from financing activities was ₹120.81 million for the Fiscal 2024 consisting of repayment of
long term borrowings of ₹30.57 million, interest paid of ₹57.09 million, redemption of preference shares of ₹85.72
million, and proceeds from long term borrowing of ₹1.70 million and from short term borrowings of ₹292.49 million.
For the Fiscal 2023
Net cash flow utilized in financing activities was ₹90.82 million for the Fiscal 2023 consisting of repayment of long
term borrowings of ₹166.20 million, interest paid of ₹52.26 million and proceeds from short term borrowings of
₹127.64 million.
Financial Indebtedness
As of March 31, 2025, we had total borrowings (consisting of long term borrowings and short term borrowings) of
₹1,210.31 million of which ₹56.13 million was long term borrowings (including current maturities) and ₹1,154.18
million was short term borrowings. For further information on our agreements governing our outstanding
indebtedness, see “Financial Indebtedness” on page 293.
Contingent Liabilities and Commitments
There are no contingent liabilities and commitments as on March 31, 2025 as per Ind AS 37 – Provisions, Contingent
Liabilities and Contingent Assets, derived from the Restated Financial Information.
It is not practical for our Company to estimate the timings of cash outflow, if any in respect of above pending
resolutions of the respective proceedings.
Related Party Transactions
We enter into various transactions with related parties. For further information, see “Restated Financial Information
– Note 33- Related Party Transactions” on page 271.
Quantitative and Qualitative Disclosure about Market Risks
Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates will affect the
Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk
sensitive financial instruments including foreign currency receivables and payables and long term debt. We are
exposed to market risk primarily related to foreign exchange rate risk and interest rate risk. Thus, our exposure to
market risk is a function of revenue generating and operating activities in foreign currency. The objective of market
risk management is to avoid excessive exposure in our foreign currency revenues and costs.
Foreign Currency Risk
The Company is exposed to currency risk on account of its borrowings, Trade payable, other payables and receivables
in foreign currency. The functional currency of the Company is Indian Rupee. The Company uses forward exchange
contracts to hedge its currency risk, most with a maturity of less than one year from the reporting date.
324Interest Rate Risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is
the risk of changes in fair values of fixed interest bearing finacial instruments because of fluctuations in the interest
rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing financial instruments
will fluctuate because of fluctuations in the interest rates.
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations and arises principally from the Company's receivables from customers. The Company
has very limited history of customer default, and considers the credit quality of trade receivables that are not past due
or impaired to be good. The credit risk for cash and cash equivalents, bank deposits, loans and financial instruments
is considered negligible. The carrying amount of following financial assets represents the maximum credit exposure.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing
liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s
reputation. The Company uses product-based costing to cost its products and services, which assists it in monitoring
cash flow requirements and optimizing its cash return on investments. The Company monitors the level of expected
cash inflows on trade and other receivables together with expected cash outflows on trade and other payables.
Off-Balance Sheet Items
We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity
that have been established for the purposes of facilitating off-balance sheet arrangements.
Effect of Inflation
We are affected by inflation as it has an impact on the material cost, wages, etc. in line with changing inflation rates;
we rework our margins so as to absorb the inflationary impact.
Reservations, Qualifications and Adverse Remarks
There have been no reservations, qualifications, matters of emphasis or adverse remarks in the Restated Financial
Information of our Company for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 and
the examination report thereon.
In addition, our Statutory Auditors are required to comment upon the matters included in the Companies (Auditor's
Report) Order, 2020/ Companies (Auditor's Report) Order, 2016 (together, the “CARO Report”) issued by the Central
Government of India under Section 143(11) of the Companies Act, 2013 on the audited financial statements as at and
for Fiscal 2024. Our Statutory Auditor have, for Fiscals 2024, included remarks in connection with the CARO Report
on the audited financial statements of our Company as at and for Fiscals 2024.
For Fiscal 2025
CARO Clause (ii)(b)- Quarterly Statement filed with bank
The Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, during the year, from bank on
the basis of security of current assets. The quarterly returns and statements comprising stock and creditors statements, book debt
statement filed by the Company with such banks are having following difference with the unaudited books of accounts, of the
respective quarters.
Amounts (Rs.in million)
Quarter
Names of Bank Ended Particulars Disclosed as As per Books Difference
per Statement of Accounts Remarks
Kotak Mahindra
Inventory 1751.6 1751.6 -
Bank
325Amounts (Rs.in million)
Quarter
Names of Bank Ended Particulars Disclosed as As per Books Difference
per Statement of Accounts Remarks
Difference is on account
of Provision for expenses
Q1 - 30th Trade Payable 279.17 280.39 -1.22
accounted in books of
June
Accounts
2024
Trade
562.45 562.45 -
Receivable
Inventory 1873.46 1873.46 -
Difference is on account
of Advance from
Kotak Mahindra Q2 - 30th
Trade Payable 713.4 724.58 -11.18 Customers and Provision
Bank Sept 2024
for expenses accounted in
books of Accounts
Trade Difference is on account
1241.11 1237.45 3.67
Receivable of ECL Provision
Inventory 2372.58 2372.58 -
Difference is on account
Kotak Mahindra Q3 - 31st Trade Payable 525.07 525.65 -0.58 of Provision for expenses
Bank Dec 2024 accounted in books of
Accounts
Trade
657.32 657.32 -
Receivable
Inventory 2280.59 2280.59 -
Difference is on account
Kotak Mahindra Q4 - 31st Trade Payable 558.99 559.57 -0.58 of Provision for expenses
Bank Mar 2025 accounted in books of
Accounts
Trade Difference is on account
885.28 879.87 5.41
Receivable of ECL Provision
For Fiscal 2024
CARO Clause (ii)(b)- Quarterly Statement filed with bank
The Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, during the year, from bank on
the basis of security of current assets. The quarterly returns and statements comprising stock and creditors statements, book debt
statement filed by the Company with such banks are having following difference with the unaudited books of accounts, of the
respective quarters.
Refer Note (1) below
Amount Rs. In million
Quarter
Names of Bank Particulars Disclosed As per Remarks
End
as per Books of Difference
Statement Accounts
Inventory 1514.85 1,438.25 76.59
Different basis is used
Trade for valuation of
223.54 314.48 -90.94
Q-4 31st Payable Inventory, Trade
Kotak Mahindra Bank
March Payable/Receivable are
Limited
2024 based on Unaudited
Trade
616.75 604.69 12.06 Books of Accounts, net
Receivable
of advance.
Q-3 31st Inventory 1,108.27 1,107.75 0.52 Different basis is used
Kotak Mahindra Bank
December Trade for valuation of
Limited 259.24 237.69 21.56
2023 Payable Inventory, Trade
326Amount Rs. In million
Quarter
Names of Bank Particulars Disclosed As per Remarks
End
as per Books of Difference
Statement Accounts
Payable/Receivable are
Trade based on Unaudited
397.5 349.74 47.76
Receivable Books of Accounts, net
of advance.
Inventory 1,532.97 1,524.22 8.76 Different basis is used
for valuation of
Trade
Q-2 30th 243.57 245.29 -1.72 Inventory, Trade
Kotak Mahindra Bank Payable
September Payable/Receivable are
Limited
2023 based on Unaudited
Trade
519.07 434.39 84.67 Books of Accounts, net
Receivable
of advance.
Inventory 1,673.88 1,643.32 30.56 Different basis is used
for valuation of
Trade
218.38 226.92 -8.54 Inventory, Trade
Kotak Mahindra Bank Q-1 30th Payable
Payable/Receivable are
Limited June 2023
based on Unaudited
Trade
353.4 243.86 109.55 Books of Accounts, net
Receivable
of advance.
Material Frauds
There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three
Financial Years.
Unusual or Infrequent Events or Transactions
As on date, there have been no unusual or infrequent events or transactions including unusual trends on account of
business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses.
Significant Economic Changes that materially affected or are likely to affect income from continuing
operations;
To the best of our management's knowledge, apart from the factors discussed under the section titled “Significant
Factors Affecting Our Financial Condition and Results of Operations,” there are no other major economic changes
that have materially impacted or are likely to impact income from continuing operations.
Known trends or uncertainties that have had or are expected to have a Material Adverse Impact on Sales,
Revenue or Income from Continuing Operations;
Other than as described in the section titled “Risk Factors” on page 33 and in this chapter, to our knowledge there are
no known trends or uncertainties that are expected to have a material adverse impact on revenues or income of our
Company from continuing operations.
Future changes in relationship between costs and revenues, in case of events such as future increase in labour
or material costs or prices that will cause a material change are known;
Other than as described in chapter titled “Risk Factors” on page 33 and in this section, to our knowledge there are no
known factors that might affect the future relationship between cost and revenue.
Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of
new products or services or increased sales prices;
Our business has been impacted by the trends outlined above and is expected to remain influenced by these trends
and the uncertainties detailed in the “Risk Factors” section on page 33. The changes in revenue over the past three
327Fiscals are discussed in the sections “Results of Operations: Fiscal 2025 vs. Fiscal 2024” and “Results of Operations:
Fiscal 2024 vs. Fiscal 2023” mentioned earlier.
NEW PRODUCTS OR BUSINESS SEGMENTS
Other than as described in “Our Business” on page 172, there are no new products or business segments in which we
operate.
Seasonality of Business
Our business is subject to seasonal variations given festive and other occasions falling in different months and quarters
of the Fiscal. For risks associated with the seasonality of our business, see “Risk Factor- 15 –.Our sales and revenue
are subject to seasonal fluctuations and lower income in a peak season may have a disproportionate effect on our
results of operations” on page 46.
Significant Dependence on a Single or Few Customers
The percentage of revenue from operations derived from our top customers is given below:
(in ₹ million, unless otherwise stated)
Sr. Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No. Revenue % Revenue % Revenue %
1 Top 1 2,187.69 15.31 1,418.29 12.88 1,452.25 15.28
2 Top 5 4,539.42 31.76 3,388.86 30.77 3,053.26 32.13
3 Top 10 5,705.38 39.92 4,338.82 39.39 3,766.67 39.64
As certified by J F Jain & Co., Independent Chartered Accountant vide certificate dated September 01, 2025.
Competitive Conditions
We expect competition in our industry from existing and potential competitors to intensify. For further details on
competitive conditions that we face across our various business segments, please see “Our Business”, “Industry
Overview” and “Risk Factors” on pages 172, 134 and 33.
328SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated in this section as on the date of this Prospectus, there are no outstanding (i) criminal proceedings
(including matters which are at first information report (“FIR”) stage, even if cognizance has not been taken by any
court); (ii) actions taken by statutory and regulatory authorities (including show cause notices); (iii) tax proceedings
- claims related to direct and indirect taxes in a consolidated manner; and (iv) material civil litigation or arbitration
proceeding which are determined to be ‘material’ as per a policy adopted by our Board pursuant to its resolution
dated August 12, 2025 (“Materiality Policy”), in each case involving our Company, Promoters or Directors
(collectively, the “Relevant Parties”). Further, there are no disciplinary actions including penalty imposed by the
SEBI or stock exchanges against our Promoters or Directors in the last five Financial Years including any outstanding
action. Furthermore, except as disclosed in this section, as on the date of this Prospectus, there are no outstanding
(i) criminal proceedings (including matters which are at FIR stage whether cognizance has been taken or not by any
court or judicial authority) and (ii) actions including all penalties and show cause notices) by statutory and / or
regulatory authorities involving our KMPs and SMPs.
There are no outstanding (i) criminal proceedings and (ii) actions taken by regulatory and statutory authorities
including notices issued by such authorities involving our Key Managerial Personnel and members of the Senior
Management.
In terms of the Materiality Policy, any pending/outstanding civil litigation involving the Relevant Parties will be
considered as material civil litigation ("Material Civil Litigation") (i) two percent of turnover, for the most recent
financial year as per the restated financial information; or (ii) two percent of net worth, as at the end of the most
recent financial period as per the restated financial information; or (iii) five percent of the profit or loss after tax in
the most recently completed fiscal as per the Restated Financial Information i.e., March 31, 2025, whichever is lower.
The decision in one case is likely to affect the decision in similar cases such that the cumulative amount involved in
such cases exceeds the Materiality Threshold, even though the amount involved in an individual litigation may not
exceed the Materiality Threshold.
Wherein a monetary liability is not quantifiable for any other outstanding proceeding, or which does not fulfil the
financial threshold as specified above, but the outcome of which could, nonetheless, have a material adverse effect
on the business, operations, performance, prospects or reputation of the Company.
It is clarified that for the purposes of the above, pre-litigation notices received/ sent by the Relevant Parties from
third parties (excluding those notices issued by statutory/regulatory/tax authorities or notices threatening criminal
action against any Relevant Party) shall, unless otherwise decided by our Board of Directors, have not and shall not,
be considered as material litigation until such time that the Relevant Parties, as the case may be, are impleaded as a
party in proceedings before any judicial /arbitral forum.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. In accordance
with the Materiality Policy, outstanding dues to trade creditors of our Company which is 5 % of the total outstanding
dues (trade payables) as on March 31, 2025, i.e., as per the latest period in the Restated Financial Information
included in this Prospectus as well as outstanding dues to all financial creditors of our Company, shall be considered
as ‘material’. Accordingly, as on March 31, 2025, any outstanding dues to trade creditors exceeding ₹ 21.74 million
have been considered as ‘material outstanding dues’ for the purpose of disclosure in this section. Further, for
outstanding dues to any party which is a micro, small or a medium enterprise (“MSME”), the disclosure will be
based on information available with our Company regarding status of the creditor as defined under Section 2 of the
Micro, Small and Medium Enterprises Development Act, 2006, as amended, as has been relied upon by the Statutory
Auditors.
All terms defined in a particular litigation disclosure pertain to that litigation only. Unless stated to the contrary, the
information provided below is as of the date of this Prospectus.
329I. LITIGATIONS INVOLVING OUR COMPANY
A. Outstanding criminal litigations involving our Company
Criminal litigation against our Company
As on the date of this Prospectus, there are no criminal litigations initiated against our Company.
Criminal litigations initiated by our Company
As on the date of this Prospectus, there are no criminal litigations initiated by our Company.
B. Outstanding Material Civil litigations involving our Company
Material Civil litigations against our Company
As on the date of this Prospectus, there are no outstanding civil litigations initiated by our Company.
Material Civil litigations initiated by our Company
As on the date of this Prospectus, there are no outstanding civil litigations initiated by our Company.
C. Outstanding actions by Statutory or Regulatory Authorities against our Company
As on the date of this Prospectus, there are no outstanding actions initiated by Statutory or Regulatory
Authorities against our Company.
II. LITIGATIONS INVOLVING OUR PROMOTERS
A. Outstanding criminal litigations involving our Promoters
Criminal litigations against our Promoters
As on the date of this Prospectus, there are no outstanding criminal litigations initiated against our Promoters.
Criminal litigations initiated by our Promoters
As on the date of this Prospectus, there are no outstanding criminal litigations initiated by our Promoters.
B. Outstanding material civil litigations involving our Promoters
Material Civil litigations against our Promoters
As on the date of this Prospectus, there are no outstanding material civil litigations initiated against our
Promoters.
Material Civil litigations initiated by our Promoters
As on the date of this Prospectus, there are no outstanding material civil litigations initiated by our Promoters.
C. Outstanding actions by Statutory or Regulatory authorities involving any of our Promoters
As on the date of this Prospectus, there are no outstanding action initiated by Statutory or Regulatory
authorities involving any of our Promoters.
330III. LITIGATIONS INVOLVING OUR DIRECTORS
A. Outstanding Criminal litigations involving our Directors
Criminal litigations against our Directors
As on the date of this Prospectus there are no outstanding criminal litigations against our Directors.
Criminal litigations initiated by our Directors
As on the date of this Prospectus there are no outstanding criminal litigations initiated by our Directors.
B. Outstanding Material Civil litigations involving our Directors
Material Civil litigations against our Directors
As on the date of this Prospectus, there are no outstanding material civil litigations initiated against our
Directors.
Material Civil litigations initiated by our Directors
As on the date of this Prospectus, there are no outstanding material civil litigations initiated by our Directors.
C. Outstanding actions by Statutory or Regulatory Authorities involving any of our Directors
As on the date of this Prospectus there are no outstanding actions initiated by the Statutory or Regulatory
Authorities involving any of our Directors.
IV. Tax proceedings
(₹ in million)
Particulars Number of cases Amount involved*
Our Company
Direct Tax 1 Nil
Indirect Tax Nil Nil
Our Promoters
Direct Tax 1 0.32
Indirect Tax Nil Nil
Our Directors (other than our Promoters)
Direct Tax Nil Nil
Indirect Tax Nil Nil
*To the extent quantifiable
1. The Income Tax Department (“IT Department”) in its assessment Order dated March 27, 2024 for A.Y
2022-2023 passed by Assessment Unit of the Income Tax Department under Section 143(3) read with
Section 144B of the Income Tax Act, 1961 had alleged a mismatch between the opening stock as of April
1, 2021, and the closing stock as of March 31, 2021, and consequently rejected the books of accounts under
Section 145(3) of the Income Tax Act, 1961. As a result, the total income of the Company was assessed at
₹ 810.75 million, with an additional sum of ₹ 539.32 million added to the total income for the Assessment
Year 2022-23. Though, the notice of demand dated March 27, 2024 under Section 156 of the Income Tax
Act, 1961, has been issued by the IT Department, imposing a NIL demand.
Our Company has filed an appeal before the Commissioner of Income Tax (Appeals) (“Appellate
Tribunal”) aggrieved by the assessment Order dated March 27, 2024. The matter is currently pending before
the Appellate Tribunal.
331V. LITIGATIONS INVOLVING OUR KMPs
A. Outstanding Criminal litigations involving our KMPs
Criminal litigations against our KMPs
As on the date of this Prospectus there are no outstanding criminal litigations against our KMPs.
Criminal litigations initiated by our KMPs
As on the date of this Prospectus there are no outstanding criminal litigations initiated by our KMPs.
B. Outstanding actions by Statutory or Regulatory Authorities involving any of our Directors
As on the date of this Prospectus there are no outstanding actions initiated by the Statutory or Regulatory
Authorities involving any of our KMPs.
VI. LITIGATION INVOLVING OUR SMPS
A. Outstanding Criminal litigations involving our SMPs
Criminal litigations against our SMPs
As on the date of this Prospectus there are no outstanding criminal litigations against our SMPs.
Criminal litigations initiated by our SMPs
As on the date of this Prospectus there are no outstanding criminal litigations initiated by our SMPs.
B. Outstanding actions by Statutory or Regulatory Authorities involving any of our Directors
As on the date of this Prospectus there are no outstanding actions initiated by the Statutory or Regulatory
Authorities involving any of our SMPs.
VII. Outstanding dues to creditors
Our Board, in its meeting held on August 12, 2025 has considered and adopted the Materiality Policy. In
terms of the Materiality Policy, trade creditors of our Company to whom an amount exceeding 5 % of the
total outstanding dues (trade payables) as per most recently completed Financial Year i.e. Fiscal 2025, as per
the Restated Financial Information of our Company was outstanding, are considered ‘material’ creditors. As
per the latest Restated Financial Information, our total trade payables as on March 31, 2025, was ₹ 434.85
million and accordingly, trade creditors to whom outstanding dues exceed ₹ 21.74 million have been
considered as ‘material’ creditors for the purposes of disclosure in this Prospectus.
Based on this criteria, details of outstanding dues owed as on March 31, 2025, by our Company are set out
below:
(₹ in million)
Type of creditor Number of creditors Amount involved
Micro, small and medium 5 4.66
enterprises
Material creditors (incuded 4 365.74
both MSME and Non MSME)
Other creditors 93 64.45
Total 102 434.85
The details pertaining to net outstanding dues towards our material creditors as on March 31, 2025 (along
with the names and amounts involved for each such material creditor) are available on the website of our
Company at www.shringar.ms. It is clarified that such details available on our website do not form a part of
this Prospectus.
332VIII. Material Developments
Except as otherwise disclosed in “Management’s Discussion and Analysis of Financial Conditions and
Results of Operations”, no circumstances have arisen since the date of the last financial statements disclosed
in this Prospectus, that could materially and adversely affect or are likely to affect, our trading, our operations
or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12
months from the date of this Prospectus.
333GOVERNMENT AND OTHER APPROVALS
Our business and operations require various approvals, licenses, registration, and permits issued by relevant
governmental and regulatory authorities of the jurisdictions in which we operate under applicable law. Set out
below is a list of all material and necessary approvals, licenses, registrations and permits obtained by our
Company for the purposes of undertaking its business activities and operations and except as mentioned below,
no further material approvals are required for carrying on our present business activities. Certain approvals,
licenses, registrations and permits may expire periodically in the ordinary course of business and applications
for renewal of such expired approvals are submitted in accordance with applicable requirements and procedures.
For details in connection with the applicable regulatory and legal framework, see, “Key Regulations and
Policies” on page 198.
Further, for details of risk associated with not obtaining or delay in obtaining the requisite approvals, see “Risk
Factor-31– We require certain approvals and licenses in the ordinary course of business and are required to
comply with certain rules and regulations to operate our business. Any failure to obtain, retain and renew such
approvals and licences or comply with such rules and regulations may adversely affect our operations.” on page
55. For Issue related approvals, see “Other Regulatory and Statutory Disclosures” on page 338 and for
incorporation details of our Company, see “History and Certain Corporate Matters” on page 198.
The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our
Company to undertake its existing business activities.
I. Material approvals in relation to the Issue
For details in relation to approvals and authorizations obtained by our Company in relation to the Issue,
see “Other Regulatory and Statutory Disclosures - Authority for the Issue” and “The Issue” on pages 338
and 77, respectively.
II. Material approvals in relation to our Company
We require various approvals to carry on our business in India. We have received the following material
government and other approvals pertaining to our business.
A. Incorporation details
1. Certificate of incorporation dated January 02, 2009, issued by RoC to our Company, in its former
name, being Shringar House of Mangalsutra Private Limited.
2. Fresh Certificate of Incorporation dated December 11, 2024, issued to our Company by RoC
pursuant to change of name of our Company from ‘Shringar House of Mangalsutra Private
Limited’ to ‘Shringar House of Mangalsutra Limited’
3. The corporate identity number of our Company is U36911MH2009PLC189306.
B. Material approvals in relation to our business operations
The material approvals in relation to the business operations of our Company are set forth below:
1. Factory License bearing number 12190321107-43 issued by Director, Industrial Safety and
Health, Mumbai, under the Factories Act, 1948 for our Manufacturing Facility which is valid until
December 31, 2027.
2. Certificate of verification for weights or measures bearing number CLM04602065 issued by the
Legal Metrology Officer, Office of the Controller, Legal Metrology, Maharashtra State to our
Company valid up to December 08, 2025.
3. Certificate of verification for weights or measures bearing number CLM04602065issued by the
Legal Metrology Officer, Office of the Controller, Legal Metrology, Maharashtra State to our
Company valid up to June 10, 2026.
3344. Certificate of verification for weights or measures bearing number CLM04602065 issued by the
Legal Metrology Officer, Office of the Controller, Legal Metrology, Maharashtra State to our
Company valid up to June 10, 2026.
5. Certificate of verification for weights or measures bearing number CLM03473451 issued by the
Legal Metrology Officer, Office of the Controller, Legal Metrology, Maharashtra State to our
Company valid up to June 04, 2026.
6. Trade bearing License No. 871735535 issued by Brihanmumbai Municipal Corporation under
Section 394 and 479 of the Mumbai Municipal Corporation Act, 1888 for the premises situated
at A-3/1, 3rd floor, Todi Estate, Sun Mill Compound, Lower Parel (West), Mumbai 400013 valid
up to August 31, 2026.
7. Fire NoC bearing number 1600021542 issued by the Brihanmumbai Municipal Corporation
Mumbai Fire Brigade which is valid until cancelled.
8. Registration cum Membership certificate bearing number GJC/REGN/MER/HO-MUM
(M)/7000009276/2021-2026 issued by The Gem & Jewellery Export Promotion Council valid up
to March 31, 2026.
C. Approvals from Taxation Authorities
1. The permanent account number of our Company is AAMCS6566Q.
2. The tax deduction account number of our Company is MUMS65028F.
3. Our GST registration number being 27AAMCS6566Q1Z8 issued by the Government of India
under the Central Goods and Service Act 2017 for our business operation in the state of
Maharashtra which is valid until cancelled.
4. Our GST registration number being 07AAMCS6566Q1ZA issued by the Government of India
under the Central Goods and Service Act 2017 for our branch offices in the state of Delhi which
is valid until cancelled.
5. Our Company has obtained certificate of registration bearing number 2709069407P and
certificate of enrolment bearing number 99761698946P issued under Maharashtra State Tax on
Professions, Trades, Callings and Employments Act, 1975 which is valid until cancelled.*
*The said license reflects the previous registered office of our Company. Our Company has made
the application to transfer the said license to the current registered office.
6. The import export code number is 0309012511, issued by the Director General of Foreign Trade,
Government of India which is valid until cancelled.
7. The Tariff Rate Quota (TRQ) Authorization is 0111016661, issued by the Director General of
Foreign Trade, Government of India which is valid until cancelled.
8. Our Legal Entity Identifier Code is 335800D12MKQG22NH515 which is valid up to April 21,
2026.
III. Labour and Employee related approvals for Company
1. Our Company has obtained registration under employee and labour-related laws including
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, Maharashtra Labour Welfare
Fund Act, 1953 and the Employees’ State Insurance Act, 1948 which are valid until cancelled.
2. We have obtained the relevant shops and establishment registrations under the applicable provisions
of the shops and establishments legislations of the relevant state for our Registered Office located at
Unit No.B1, Jewel World Cotton Exchange Bldg Shaikh Memon Street, Kalbadevi Road, Mumbai
– 40002 bearing license no. 820342816/C Ward/Commercial II which is valid until May 25, 2034
and for another premise located at Unit 3/1, 3rd Floor, A Wing, Todi Estate Sun Mill Compound, S.J.
335Marg, Lower Parel, Mumbai – 400013, bearing license no. 820342658 / GS Ward/COMMERCIAL
II which is valid until May 24, 2034.
IV. Quality Certification
1. Certificate of Recognition, One Star Export House in accordance with the provisions of the Foreign
Trade Policy, 2023 issued by the Additional Director General of Foreign Trade which is valid up to
March 31, 2028.
2. Certificate of Registration for Selling Articles with Hallmark issued by Bureau of Indian Standards
to our Company bearing certificate no. HM/C-7790171025 (for IS 1417:2016) valid up to June 22,
2026.
V. Environment related approvals for Company
1. Our Company has obtained consent to establish dated January 11, 2022 bearing number SRO-
MUMBAI-I/CONSENT/2201000403 for our Manufacturing Facility under Section 25 of the Water
(Prevention & Control of Pollution) Act, 1974 and under Section 21 of the Air (Prevention and
Control of Pollution) Act, 1981 and Authorisation under Rule 6 of Hazardous and other Wastes
(Management, and Transboundary) Rules, 2016 issued by Maharashtra Pollution Control Board
which is valid till commissioning of unit or 5 years whichever is earlier.
2. Our Company has obtained consent to operate bearing number 0000228465/CO/2501001445 issued
by Maharashtra State Pollution Control Board issued under Section 26 of the Water (Prevention &
Control of Pollution) Act, 1974 and under Section 21 of the Air (Prevention and Control of Pollution)
Act, 1981 and Authorisation under Rule 6 and Rule 18(7) of Hazardous and other Wastes
(Management, and Transboundary) Rules, 2016 which is valid until December 31, 2027.
VI. Material Approvals applied for but not received by our Company
Nil
VII. Material Approval expired or renewal to be applied for
Nil
VIII. Material Approvals required but not obtained or applied for
Nil
IX. Intellectual property
As on the date of this Prospectus, our Company owns one trademark with logo. For further details, see our
“Our Business – Intellectual Property Rights” on page 195.
Sr. Particulars of Class Application Registration Status Validity
No. Trademark Number Number
1. 14 2498119 1850652 Registered March 19,
2033
2. SHRINGAR HOUSE 14 3703466 2293798 Registered December
OF MANGALSUTRA 15, 2027
3. 14 3703464 1888029 Registered December
15, 2027
336Sr. Particulars of Class Application Registration Status Validity
No. Trademark Number Number
4. 16 1900949 988169 Registered December
24, 2029
5. 16 6066466 - Objected -
6. 35 3703461 1888684 Registered December
15, 2027
7. 38 3703462 1888028 Registered December
15, 2027
8. 14 4205198 2918695 Registered* June 13,
2029
9. 16 4205199 2344839 Registered* June 13,
2029
10. 35 4205200 2923649 Registered* June 13,
2029
11. 38 4205201 2344466 Registered* June 13,
2029
*Note: The brand “Ziya” has been assigned to our Company by M/s Ziya Jewels, one of our Promoter Group entities
under a Deed of Assignment dated July 8, 2024.
337OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
The Issue has been authorised by our Board of Directors pursuant to resolutions dated December 19, 2024, and
by our Shareholders pursuant to a special resolution dated December 20, 2024.
Our Board has approved the Draft Red Herring Prospectus pursuant to its resolution dated February 5, 2025.
Our Board has on September 01, 2025 approved the Red Herring Prospectus for filing with the RoC, SEBI and
the Stock Exchanges.
Our Board has on September 12, 2025 approved this Prospectus for filing with the RoC, SEBI and the Stock
Exchanges.
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 both dated April 30, 2025.
Prohibition by SEBI, RBI or other Governmental Authorities
Our Company, Promoters, Directors, the members of the Promoter Group have not been prohibited from accessing
the capital markets or have not been debarred from buying, selling or dealing in securities under any order or
direction passed by SEBI or any securities market regulator in any jurisdiction or any other authority/court. The
listing of any securities of our Company has never been refused at any time by any of the Stock Exchange in India.
There are no violations of securities laws committed by them in the past or are pending against them.
None of the companies with which our Promoters and Directors are associated with as promoters, directors or
persons in control have been debarred from accessing capital markets under any order or direction passed by SEBI
or any other authorities.
Our Company, our Promoters, 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 Promoters or Directors have not been declared as Fugitive Economic Offenders under Section 12 of Fugitive
Economic Offenders Act, 2018.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018
Our Company, Promoters and members of Promoter Group, severally and not jointly, confirm that they are in
compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as amended, and to the extent
applicable, as on the date of this Prospectus.
Directors associated with the Securities Market
None of our Directors are, in any manner, associated with the securities market and none of the companies with
which our Directors are associated with as promoters, directors or persons in control have been debarred from
accessing capital markets under any order or direction passed by SEBI or any other authorities. Further, there is
no outstanding action initiated by SEBI against any of the Directors of our Company in the past five years
preceding the date of this Prospectus.
Eligibility for the Issue
Our Company is eligible for the Issue in accordance with the eligibility criteria provided in Regulation 6(1) of the
SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner:
338(a) Our Company has net tangible assets of at least ₹ 30 million, calculated on a restated basis, in each of the
preceding three full years (of 12 months each), i.e., as at and for the Fiscals 2025, 2024 and 2023 of which
not more than fifty per cent are held in monetary assets;
(b) Our Company has an average operating profit of at least ₹ 150 million, calculated on a restated basis, during
the preceding three years (of 12 months each), i.e., as at and for the Fiscals 2025, 2024 and 2023 with
operating profit in each of these preceding three years;
(c) Our Company has a net worth of at least ₹ 10 million in each of the preceding three full years (of 12 months
each), i.e., as at and for the Fiscals 2025, 2024 and 2023 calculated on a restated basis; and
(d) Our Company has not changed its name in the last one year prior to the date of this Prospectus.
Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets,
operating profits and net worth, on a restated basis, derived from the Restated Financial Information included in
this Prospectus, for last three Fiscals 2025, 2024 and 2023 are set forth below:
(₹ in million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Restated net tangible assets (1) 1,895.74 1,256.32 941.68
Restated monetary assets(2) 10.10 20.92 58.20
Monetary assets, as a percentage of net tangible 0.53% 1.66% 6.18%
assets (in %)
Restated pre-tax operating profit(3) 896.95 470.08 359.82
Net worth(4) 2,008.45 1,368.47 1,057.23
Notes:
(1) ‘Restated net tangible assets’ means sum of all net assets of the Company and excluding intangible assets, and right to use
assets, each on restated basis and as defined in respective Indian Accounting Standard
(2) Restated monetary assets mean the sum of Cash on hand, balance with banks in current account, balance with banks in
deposit accounts, fixed deposit with maturity of more than 3 months and less than 12 months (free) and Fixed deposit with
maturity of more than 3 months and less than 12 months (under lien) on restated basis
(3) Restated operating profit has been calculated as restated net profit before tax excluding other income on a restated basis.
(4) Restated Net worth has been defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations as 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.
For further details, see “Other Financial Information” on page 291.
Our Company has operating profits in each of Fiscals 2025, 2024 and 2023 in terms of our Restated Financial
Information, as indicated in the table above.
Our Company is currently eligible to undertake the Issue as per Rule 19(2)(b) of the SCRR read with Regulations
6(1) of the SEBI ICDR Regulations. Accordingly, in terms of Regulation 32 of the SEBI ICDR Regulations our
Company is required to allocate: (i) not more than 50% of the Net Issue to QIBs, 5% of which shall be allocated
to Mutual Funds exclusively; (ii) not less than 15% of the Net Issue to Non-Institutional Bidders, one-third of the
Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than
₹2,00,000 and up to ₹10,00,000 and two-third of the Non-Institutional Portion shall be available for allocation to
Bidders with an application size of more than ₹10,00,000 and 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; and (iii) not less than 35% of the Net Issue to RIBs, subject to valid Bids being received at or above the
Issue Price. In the event we fail to do so, the full application money shall be refunded to the Bidders.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees under the Issue shall be not less than 1,000 failing which, the Bid Amounts received by our
Company shall be refunded to the Bidders, in accordance with the SEBI ICDR Regulations and other applicable
laws.
339Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliances with the conditions specified in Regulation 7(2)
of the SEBI ICDR Regulations, to the extent applicable.
Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 5 and 7(1) of the
SEBI ICDR Regulations, to the extent applicable. The details of our compliance with Regulation 5 and 7(1) of
SEBI ICDR Regulations are as follows:
a. None of our Company, our Promoters, members of our Promoter Group, our Directors, are debarred from
accessing the capital markets by SEBI.
b. None of our Directors or our Promoters, are promoters or directors of companies which are debarred from
accessing the capital markets by SEBI.
c. None of our Company, our Promoters, our Directors, is categorized as a Wilful Defaulter or Fraudulent
Borrower by any bank or financial institution or consortium thereof in accordance with the guidelines on
wilful defaulters and fraudulent borrowers issued by the RBI.
d. None of our Promoters or Directors has been declared a Fugitive Economic Offender (in accordance with
Section 12 of the Fugitive Economic Offenders Act, 2018).
e. There are no outstanding warrants, options, or rights to convert debentures, loans or other instruments
convertible into, or which would entitle any person any option to receive Equity Shares, as on the date of
this Prospectus.
f. Our Company, along with the Registrar to the Issue, has entered into tripartite agreement dated November
21, 2024, and December 02, 2024 with NSDL and CDSL, respectively for dematerialization of the Equity
Shares.
g. The Equity Shares of our Company held by our Promoters are in dematerialised form;
h. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of
this Prospectus; and
i. There is no requirement for us to make firm arrangements of finance as per 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 from the Fresh Issue and existing identifiable accruals. For further details, see
“Objects of the Issue” on page 108.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED 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 THE DRAFT RED HERRING
PROSPECTUS. THE BRLM, CHOICE CAPITAL ADVISORS PRIVATE LIMITED, HAS CERTIFIED
THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018, AS AMENDED. 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 THE DRAFT RED HERRING PROSPECTUS, THE BRLM, CHOICE CAPITAL
ADVISORS PRIVATE LIMITED, IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE
THAT OUR COMPANY DISCHARGES THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF
AND TOWARDS THIS PURPOSE, THE BRLM, CHOICE CAPITAL ADVISORS PRIVATE LIMITED,
340HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED FEBRUARY 5, 2025 IN THE
FORMAT PRESCRIBED UNDER SCHEDULE V (FORM-A) OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018, AS AMENDED.
THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE ISSUER FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, AS AMENDED OR
FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/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 BRLM, CHOICE
CAPITAL ADVISORS PRIVATE LIMITED, ANY IRREGULARITIES OR LAPSES IN THE DRAFT
RED HERRING PROSPECTUS.
All legal requirements pertaining to this Issue have been complied with at the time of filing of this Prospectus
with the RoC including in terms of Section 32 of the Companies Act. All legal requirements pertaining to this
Issue will be complied with at the time of filing of this Prospectus with the RoC including in terms of Sections
26, 30, 32, 33(1) and 33(2) of the Companies Act.
Disclaimer from our Company, our Directors and the Book Running Lead Manager
Our Company, our Promoters, our Directors and the Book Running Lead Manager accepts no responsibility for
statements made otherwise than in this Prospectus or in the advertisements or any other material issued by or at
our Company’s instance, and anyone placing reliance on any other source of information, would be doing so at
his or her own risk.
The Book Running Lead Manager accepts no responsibility, save to the limited extent as provided in the Issue
Agreement and the Underwriting Agreement to be entered into between the Underwriter and our Company.
All information shall be made available by our Company and the Book Running Lead Manager to the investors
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 Centers or elsewhere.
Investors will be required to confirm and will be deemed to have represented to our Company and the Underwriter
and each of their respective Directors, trustees, partners, designated partners, officers, agents, affiliates, and
representatives, as applicable, that they are eligible under all applicable laws, rules, regulations, guidelines and
approvals to acquire the Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any person
who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity
Shares. Our Company and the Underwriter and each of their respective directors, trustees, partners, designated
partners, officers, agents, affiliates, and representatives, as applicable, accept no responsibility or liability for
advising any investor on whether such investor is eligible to acquire the Equity Shares.
The Book Running Lead Manager and their respective associates and affiliates may engage in transactions with,
and perform services for, our Company, its Subsidiaries and the members of the Promoter Group and their
directors and officers, group companies, affiliates or associates or third parties, as applicable, 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, affiliates or associates or third parties, as applicable, 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
None among our Company or any member of the Syndicate shall be liable for any failure in (i) uploading the Bids
due to faults in any software/ hardware system or otherwise or (ii) the blocking of Bid Amount in the ASBA
Account on receipt 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.
Disclaimer in respect of jurisdiction
This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies
registered under the applicable laws in India and authorized to invest in equity shares, Domestic Mutual Funds
341registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks
(subject to permission from the RBI), or trusts under the applicable trust laws and who are authorized under their
respective constitutions to hold and invest in equity shares, public financial institutions as specified under Section
2(72) of the Companies Act 2013, permitted provident funds with a minimum corpus of ₹ 250 million (subject to
applicable law) and pension funds (registered with the Pension Fund Regulatory and Development Authority
established under Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, subject to
applicable laws, with minimum corpus of ₹ 250 million), state industrial development corporations, 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, venture capital funds, permitted insurance companies and pension funds, permitted non-residents including
Eligible NRIs, AIFs, FPIs registered with SEBI and QIBs. This Prospectus does not, however, constitute an issue
to sell or an invitation to subscribe to Equity Shares offered hereby, in any jurisdiction to any person to whom it
is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Prospectus
comes is required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising
out of this will be subject to the jurisdiction of appropriate court(s) at Mumbai, India only.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Prospectus has been filed with SEBI for its observations. Accordingly, the Equity
Shares represented hereby may not be offered, directly or indirectly, and this Prospectus may not be distributed,
in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the
delivery of this Prospectus, nor any offer hereunder, shall, under any circumstances, create any implication that
there has been no change in our affairs from the date hereof or that the information contained herein is correct as
of any time subsequent to this date. 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.
This Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares in the Issue in any
jurisdiction. Invitations to subscribe to or purchase the Equity Shares in the Issue will be made only pursuant to
this Prospectus if the recipient is in India or the preliminary offering memorandum for the Issue, which comprises
this Prospectus 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.
Eligibility and Transfer Restrictions
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 within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity Shares
are being offered outside the United States in ‘offshore transactions’ in reliance on “Regulation S” under the U.S.
Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. The Equity Shares
have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and
may not be offered, and Bids may not be made by persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction.
All Equity Shares Issued and Sold in this Issue
Each purchaser that is acquiring the Equity Shares offered pursuant to this Issue outside the United States, by its
acceptance of this Prospectus and of the Equity Shares offered pursuant to this Issue, will be deemed to have
acknowledged, represented to and agreed with our Company and the Book Running Lead Manager that it has
received a copy of this Prospectus and such other information as it deems necessary to make an informed
investment decision and that:
1. the purchaser is authorized to consummate the purchase of the Equity Shares offered pursuant to this
Issue in compliance with all applicable laws and regulations;
2. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity
Shares offered pursuant to this 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
342continues 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;
3. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;
4. our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made
other than in compliance with the above-stated restrictions; and
5. the purchaser acknowledges that our Company, the Book Running Lead Manager, their respective
affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that, if any of such acknowledgements, representations and
agreements deemed to have been made by virtue of its purchase of such Equity Shares are no longer
accurate, it will promptly notify our Company, and if it is acquiring any of such Equity Shares as a
fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with
respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number
of Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree
in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest
therein, including any 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 the Draft Red Herring Prospectus was submitted to BSE. The disclaimer clause as intimated
by BSE to our Company, post scrutiny of the Draft Red Herring Prospectus, vide its in-principle approval dated
April 30, 2025 is as follows:.
“BSE Limited (“the Exchange”) has given vide its letter dated April 30, 2025, permission to this Company to use
the Exchange's name in this offer document as one of the stock exchanges on which this company's securities are
proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding
on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner.-
a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
b) warrant that this Company's securities will be listed or will continue to be listed on the Exchange; or
c) take any responsibility for the financial or other soundness of this Company, its promoters, its management or
any scheme or project of this Company.
and it should not for any reason be deemed or construed that this offer document has been cleared or approved
by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company
may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection
with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever”.
Disclaimer clause of NSE
As required, a copy of the Draft Red Herring Prospectus was submitted to NSE. The disclaimer clause as intimated
by NSE to our Company, post scrutiny of the Draft Red Herring Prospectus, vide its in-principle approval dated
April 30, 2025 is as follows:
“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/5206 dated April 30, 2025,
permission to the Issuer to use the Exchange's name in this Offer Document as one of the Stock Exchanges on
which this Issuer's securities are proposed to be listed. The Exchange has scrutinized this draft offer document
for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is
to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant,
343certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant
that this Issuer's securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever
by reason of any loss which may be suffered by such person consequent to or in connection with such subscription
acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.”
Listing
The Equity Shares proposed to be issued through the Red Herring Prospectus and this Prospectus are proposed to
be listed on the Stock Exchanges i.e., BSE and NSE. Application will be made to the Stock Exchanges for
obtaining permission for listing and trading of the Equity Shares being issued. NSE will be the Designated Stock
Exchange, with which the Basis of Allotment will be finalized for the Issue.
If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the Stock
Exchanges mentioned above, our Company will forthwith repay, without interest, all monies received from the
applicants in pursuance of this Prospectus, in accordance with applicable law. If such money is not repaid within
the prescribed time, then our Company and every officer in default shall be liable to repay the money, with interest,
as prescribed under applicable law.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading of the Equity Shares at the Stock Exchanges are taken within three Working Days from
the Bid/ Issue Closing Date or within such other period as may be prescribed.
If our Company does not allot the Equity Shares within three Working Days from the Bid/Issue Closing Date or
within such timeline as prescribed by SEBI, all amounts received in the Public Issue Accounts will be transferred
to the Refund Account and it shall be utilised to repay, without interest, all monies received from Bidders, failing
which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period, as
prescribed under applicable law.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act 2013, which is reproduced below:
“Any person who –
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities, or
(b) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or
to any other person in a fictitious name, shall be liable for action under section 447”
The liability prescribed under Section 447 of the Companies Act 2013 includes imprisonment for a term of not
less than 6 (six) months extending up to 10 (ten) years (provided that where the fraud involves public interest,
such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud,
extending up to three times of such amount.
Consents
Consents in writing of our Directors, our Promoters, our Company Secretary and Compliance Officer, our Chief
Financial Officer, the BRLM, Legal counsel to the Company, the Bankers to our Company, Statutory Auditors,
independent chartered engineer, Independent Chartered Accountant and the Registrar to the Issue have been
obtained; and the consents in writing of the Syndicate Members, Monitoring Agency, Escrow Collection Bank(s),
Public Issue Account Bank(s), Refund Bank(s), and Sponsor Bank(s) to act in their respective capacities, will be
obtained. Further, such consents shall not be withdrawn up to the time of filing of this Prospectus with RoC as
344required under the Companies Act, and such consents, which have been obtained, have not been withdrawn up to
the time of delivery of this Prospectus.
Our Company has received written consent dated December 16, 2024, from CareEdge Research, for inclusion of
Industry Report on “Industry Research Report on Indian Gems and Jewellery Sector” dated December 04, 2024
in this Prospectus.
Experts to the Issue
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated September 01, 2025 from M/s. T R Chadha & Co LLP, Chartered
Accountants to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI
ICDR Regulations, in this Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act,
2013 to the extent and in their capacity as our Statutory Auditor, and in respect of their (i) examination report,
dated July 19, 2025 on our Restated Financial Information; and (ii) the statement of special tax benefits available
to the Company, and its shareholders dated September 01, 2025, included in this Prospectus and such consent has
not been withdrawn as on the date of this Prospectus.
Our Company has received written consent dated September 01, 2025 from J F Jain & Co, Independent Chartered
Accountants, to include their name as required under section 26(5) of the Companies Act, 2013 read with SEBI
ICDR Regulations, in this Prospectus and as an “expert” as defined under section 2(38) of the Companies Act,
2013 in respect of various certifications issued by them in their capacity as Independent Chartered Accountants
to our Company and such consent has not been withdrawn as on the date of this Prospectus.
In addition, Our Company has received written consent dated September 01, 2025 from Sharjeel Aslam Faiz
independent chartered engineer to include his name as required under Section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Prospectus, and as an “expert” as defined under Section 2(38) of the
Companies Act, 2013 to the extent and his capacity as independent chartered engineer in respect of details
regarding production capacity of plant & machinery of our Company and such consent has not been withdrawn
as on the date of this Prospectus.
The term “experts” and consent thereof does not represent an expert or consent within the meaning under the U.S.
Securities Act.
Particulars regarding public or rights issues undertaken by our Company and listed group companies,
subsidiaries or associate entities during the last five years
Except as disclosed in the section titled “Capital Structure” on page 94, there have been no public issues or rights
issues undertaken by our Company during the five years immediately preceding the date of this Prospectus.
Further, our Company does not have any listed group companies, subsidiaries or associates.
Commission or brokerage on previous issues of the Equity Shares in the last five years
Since this is the initial public offering of the Equity Shares, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure public subscription for any of our
Equity Shares in the five years preceding the date of this Prospectus.
Capital issue by our Company, listed Group Company, subsidiaries and associates during the previous
three years
Our Company does not have any group company, subsidiaries or associates.
Particulars regarding capital issues in the preceding three years
Except as disclosed in the section titled “Capital Structure” on page 94, our Company has not made any capital
issues during the three years immediately preceding the date of this Prospectus. Further, our Company does not
have any listed group companies. Further, our Company has not made any capital issues during the three years
immediately preceding the date of this Prospectus.
345Certain debt securities of Our Company are listed. For further details, see “Financial Indebtedness” on page 293.
Performance vis-à-vis objects - Public/ rights issue of our Company
Our Company has not undertaken any public, including any rights issues to the public in the five years immediately
preceding the date of this Prospectus.
Performance vis- à-vis objects: Public/ rights issue of the listed Subsidiaries and listed Promoter
As on the date of this Prospectus, our Company does not have any listed subsidiaries or listed Promoters.
Statement on Price Information of Past Issues handled by Choice Capital Advisors Private Limited Price
information of past issues handled by Choice Capital Advisors Private Limited during the current Financial
Year and two financial years preceding the current Financial Year
Sr. Issue name Issue Issue Listing Openin +/-% +/- % +/- %
No size (₹ Price date g Price change in change in change in
. in (₹) on closing closing closing
Cr.) listing price, [+/- price, [+/- price, [+/-
date % change in % change in % change in
closing closing closing
benchmark] benchmark] benchmark]
- 30th - 90th - 180th
calendar calendar calendar
days from days from days from
listing listing listing
MAINBOARD IPO
1. Vishnu 308.8 99.00 Septembe 165.00 66.57% 106.87% 79.29%
Prakash R 8 r 5, (-0.71%) (3.54%) (14.32%)
Punglia 2023
Limited
2. Prostarm 168.0 105.0 June 03, 120.00 42.25% -79.78% -
Infosystems 0 0 2025 (3.71%) (0.47%)
Limited
3. Shanti Gold 360.1 199.0 August 227.55 10.41% - -
Internationa 1 0 01, 2025 (-0.56%)
l Limited
SME IPO
4. Ramdevbab 50.27 85.00 April 23, 112.00 14.53% 10.24% 37.77%
a 2024 (1.03%) (9.67%) (11.12%)
Solvent
Limited
5. RNFI 70.81 105.0 July 29, 199.50 50.24% 5.33% 196.91%
Services 0 2024 (0.73%) (-2.64%) (7.02%)
Limited
6. Esprit 50.35 87.00 August 2, 93.15 26.79% 9.95% (49.92%)
Stones 2024 (2.10%) (-1.54%) (7.31%)
Limited
7. Utssav CZ 69.50 110.0 August 7, 110.05 77.00% 89.68% 106.96%
Gold Jewels 0 2024 (3.49%) (-1.24%) (3.36%)
Limited
Source: Price Information www.bseindia.com & www.nseindia.com, Issue Information from respective Prospectus.
No. of IPOs No. of IPOs No. of IPOs No. of IPOs
Total
Tota trading at trading at trading at trading at
amou
l no. discount- 30th Premium- 30th discount- 180th Premium- 180th
Financia nt of
of calendar days calendar days calendar days calendar days
l Year funds
IPO from listing from listing from listing from listing
raised
s Over Between Less Over Betwee Less Over Betwee Less Over Betwee Less
(₹ Cr.)
50% 25-50% than 50% n 25- than 50% n 25- than 50% n 25- than
34625% 50% 25% 50% 25% 50% 25%
2023-24 1 308.88 - - - 1 - - - - - 1 - -
2024-25 4 240.93 - - - 2 1 1 - - - 2 2 -
2025-26 2 528.11 - - - - 1 1 - - - - - -
Track record of the Book Running Lead Manager
For details regarding the track record of the BRLM, as specified under Circular reference CIR/MIRSD/1/2012
dated January 10, 2012 issued by the SEBI, see the website of the BRLM mentioned below:
BRLM Website
Choice Capital Advisors Private Limited www.choiceindia.com/merchant-investment-banking
Stock market data of the Equity Shares
As the Issue is the initial public offering of the Equity Shares, the Equity Shares are not listed on any stock
exchange as on the date of this Prospectus, and accordingly, no stock market data is available for the Equity
Shares.
Mechanism for redressal of Investor Grievances
The Registrar Agreement provides for the retention of records with the Registrar to the 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, subject to agreement with our Company for storage of such records for longer period, 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 Self Certified Syndicate Banks (“SCSBs”) for addressing any
clarifications or grievances of application supported by blocked amount (“ASBA”) Bidders.
Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Issue in
case of any pre-Issue or post-Issue related problems such as non-receipt of letters of Allotment, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Issue related queries and for redressal of complaints, Bidders may
also write to the BRLM, in the manner provided below. Our Company, the BRLM 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 applicable provisions of the SEBI ICDR Regulations.
All grievances in relation to the Bidding process may be addressed to the Registrar to the Issue with a copy to the
relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give
full details such as name of thesole or First Bidder, Bid cum Application Form number, Bidder DP ID, Client ID,
PAN, UPI ID, date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity
Shares applied for and the name and address of the Designated Intermediary where the Bid cum Application Form
was submitted by the Bidder. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly
received from the concerned Designated Intermediary in addition to the information mentioned hereinabove. The
Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications or
grievances of ASBA Bidders. For Issue-related grievances, investors may contact the BRLM, details of which are
given in “General Information –Book Running Lead Manager” on page 87.
In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the
Bid/Issue Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day 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 BRLM, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for
such delay in unblockingPursuant to the SEBI ICDR Master Circular, SEBI has identified the need to put in place
measures, in order to handle investorissues 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.
347In terms of SEBI ICDR Master Circular issued by the SEBI, 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 monthsof the date of listing of the Equity Shares. SCSBs are required to resolve
these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15%
per annum for any delay beyond this period of 15 days. Further, in terms of SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing fees to the SCSBs shall be
undertaken pursuant to an application made by the SCSBs to the BRLM, and such application shall be made only
after (i) unblocking of application amounts for each application received by the SCSB has been fully completed,
and (ii) applicable compensation relating to investor complaints has been paid by the SCSB.
Pursuant to the SEBI ICDR Master Circular the following compensation mechanism shall be applicable for
investor grievances in relation to Bids made through the UPI Mechanism, for public issues opening on or after
May 1, 2021, for which the relevantSCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled / ₹100 per day or 15% per annum of From the date on which the request
withdrawn / deleted applications the Bid Amount, whichever is for cancellation / withdrawal /
higher deletion is placed on the bidding
platform of the Stock Exchanges
till the date of actual unblock
Blocking of multiple amounts for 1. Instantly revoke the blocked From the date on which multiple
the same Bid made through the funds other than the original amounts were blocked till the date
UPI Mechanism application amount and of actual unblock
2. ₹100 per day or 15% per
annum of the total cumulative
blocked amount except the
original Bid Amount,
whichever is higher
Blocking more than the Bid 1. Instantly revoke the From the date on which the funds
Amount difference amount i.e., to the excess of the Bid Amount
blocked amount less the Bid were blocked till the date of actual
Amount; unblock
2. ₹100 per day or 15% per
annum of the difference
amount, whichever is higher
Delayed unblock for non- Allotted ₹100 per day or 15% per annum of From the Working Day subsequent
/ partially Allotted applications the Bid Amount, whichever is to the finalisation of the Basis of
higher Allotment till the date of actual
unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the BRLM shall be liable to compensate the investor ₹100 per
day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period
ranging from the day on which the investor grievance is received till the date of actual unblock.
All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges,
with a copy to the Registrar to the Issue.
All Issue-related grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full
details such as the name of the sole or first bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor. Our Company,
the BRLM, 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 applicable SEBI ICDR Regulations.
Disposal of Investor Grievances by our Company
Our Company has obtained authentication on the SCORES in terms of the SEBI circular bearing number
348CIR/OIAE/1/2013 dated April 17, 2013 read with SEBI circular SEBI/HO/OIAE/IGRD/CIR/P/2019/86 dated
August 2, 2019, SEBI circular bearing number SEBI/HO/OIAE/IGRD/CIR/P/2021/642 dated October 14, 2021
and SEBI Circular SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022 and shall comply with the
SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 in relation to redressal of investor grievances. Our
Company has not received any investor complaint during the three years preceding the date of this Prospectus.
Further, no investor complaint in relation to our Company is pending as on the date of filing of this Prospectus.
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 seven 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 appointed Rachit S Sinha, our Company Secretary, as our Compliance Officer. For further
details, please see “General Information” on page 86. Our Company have authorised the Company Secretary and
Compliance Officer, and the Registrar to the Issue to deal with and redress, on their behalf any investor grievances
received in the Issue.
Our Company has constituted the Stakeholders Relationship Committee which is responsible for redressal of
grievances of the security holders of our Company. For further information, please see “Our Management –
Stakeholders Relationship Committee” on page 225.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
As on the date of this Prospectus, our Company has not sought any exemption from SEBI from complying with
any provisions of securities laws.
Other confirmations
Any person connected with the Issue shall not offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise to any person for making an application in the Issue, except for
fees or commission for services rendered in relation to the Issue.
349SECTION VII: ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued and allotted pursuant to the Issue are be subject to the provisions of the Companies
Act, the SEBI ICDR Regulations, the SCRA, the SCRR, the MoA, the AoA, the SEBI Listing Regulations, the
terms of the Red Herring Prospectus, this Prospectus, the Bid cum Application Form, the Revision Form, the
Abridged Prospectus, the CAN (for Anchor Investors), Allotment Advice and other terms and conditions as may
be incorporated in the confirmation of allocation notes (for Anchor Investors), Allotment Advice and other
documents and certificates that were and may be executed in respect of the Issue. The Equity Shares are also
subject to all applicable laws, guidelines, rules, notifications and regulations relating to issue and listing and
trading of securities, issued from time to time, by the SEBI, the Government of India, the Stock Exchanges, the
RoC, the RBI and/or other authorities to the extent applicable or such other conditions as may be prescribed by
such governmental and/or regulatory authority while granting approval for the Issue.
The Issue
The Issue comprised Fresh Issue of Equity Shares of our Company. Expenses for the Issue shall be borne by our
Company in the manner specified in the section titled “Objects of the Issue - Issue related expense” on page 114.
Ranking of the Equity Shares
The Equity Shares being issued and Allotted pursuant to the Issue shall be subject to the provisions of the
Companies Act, SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of
Association and Articles of Association and shall rank pari passu in all respects with the existing Equity Shares
of our Company, including in respect of the right to receive dividend, voting and other corporate benefits. The
Allottees, upon Allotment of Equity Shares under the Issue, will be entitled to dividend, voting and other corporate
benefits, if any, declared by our Company after the date of Allotment. For further details, see “Dividend Policy”
and “Description of Equity Shares and Terms of Articles of Association” on pages 237 and 389, respectively.
Mode of Payment of Dividend
Our Company shall pay dividend, if declared, to our equity shareholders, as per the provisions of the Companies
Act, the SEBI Listing Regulations, our Memorandum of Association and the Articles of Association, and other
applicable laws including any guidelines or directives that may be issued by the Government of India in this
respect. Any dividends declared by our Company, after the date of Allotment, will be payable to the Allottees for
the entire year, in accordance with applicable law. For further information, please see the section entitled
“Dividend Policy” and “Description of Equity Shares and Terms of Articles of Association” on pages 237 and
389, respectively.
Face Value, Issue Price, Floor Price and Price Band
The face value of each Equity Share is ₹ 10 each and the Floor Price of the Equity Shares is ₹ 155 per Equity
Share and at the higher end of the Price Band is ₹ 165 per Equity Share. The Anchor Investor Issue Price is ₹ 165
per Equity share.
The Issue Price, the Price Band and the minimum Bid Lot for the Issue were decided by our Company, in
consultation with the Book Running Lead Manager, and was published at least two (2) Working Days prior to the
Bid/Issue Opening Date, in all editions of Business Standard (a widely circulated English national daily
newspaper), all editions of Business Standard (a widely circulated Hindi national daily newspaper) and Mumbai
editions of Navshakti (a widely circulated Marathi newspaper, where our Registered Office is located), and was
made available to the Stock Exchanges for the purpose of uploading on their respective websites.
The Price Band and the minimum Bid Lot for the Issue along with the relevant financial ratios calculated at the
Floor Price and at the Cap Price were pre-filled in the Bid cum Application Forms available at the respective
websites of the Stock Exchanges. The Issue Price was determined by our Company, in consultation with the Book
Running Lead Manager, after the Bid/Issue Closing Date, on the basis of assessment of market demand for the
Equity Shares issued by way of the Book Building Process.
A
t any given point in time there will be only one denomination for the Equity Shares.
350Compliance with SEBI ICDR Regulations
Our Company shall comply with all requirements of the SEBI ICDR Regulations from time to time.
Compliance with Disclosure and Accounting Norms
Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time
to time.
Rights of the Equity Shareholders
Subject to applicable law, rules, regulations and the provisions of our Articles of Association, our equity
shareholders will have the following rights:
• Right to receive dividends, if declared;
• Right to attend general meetings and exercise voting powers, unless prohibited by law;
• Right to vote on a poll either in person or by proxy, or e-voting in accordance with the provisions of the
Companies Act;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive any surplus on liquidation subject to any statutory and preferential claims being satisfied;
• Right of free transferability of their Equity Shares, subject to applicable foreign exchange regulations and
other applicable law; and
• Such other rights as may be available to a shareholder of a listed public company under the Companies Act,
the terms of the SEBI Listing Regulations and our Memorandum of Association and Articles of Association
and other applicable laws.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting
rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of
Equity Shares and Terms of Articles of Association” on page 389.
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, SEBI Listing 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 December 02, 2024 amongst our Company, CDSL and Registrar to the Issue;
and
• Tripartite agreement dated November 21, 2024 amongst our Company, NSDL and Registrar to the Issue.
The Company’s Equity Shares bear ISIN no. INE1B3L01017.
Employee Discount
Employee discount, had been offered to Eligible Employees bidding in the Employee Reservation Portion at the
time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion at a price within the Price
Band made payment based on, Bid Amount net of Employee Discount, at the time of making a Bid. Eligible
Employees bidding in the Employee Reservation Portion at the Cut-Off Price had to ensure payment at the Cap
Price, less Employee Discount, at the time of making a Bid.
351Market Lot and Trading Lot
Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in
this Issue will be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of 90
Equity Shares to QIBs and RIBs. The Allotment to Non-Institutional Bidders shall not be less than the minimum
Non-Institutional application size. For the method of basis of allotment, see “Issue Procedure” on page 363.
Joint Holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders
of the Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, 2013 read with the Companies (Share Capital and
Debentures) Rules, 2014, the sole Bidder, or the first Bidder along with other joint Bidders, may nominate any
one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders,
as the case may be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the
nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she
would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor,
the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity
Share(s) in the event of 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
the Shareholder by nominating any other person in place of the present nominee, by giving a notice of such
cancellation or variation. 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 Office or to the
registrar and transfer agents of our Company.
Further, any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013
shall upon the production of such evidence as may be required by the Board, elect either:
(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, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our
Board may thereafter withhold payment of all dividends, bonuses or other 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 Bidder wants to change the nomination, they are requested to inform their
respective Depository Participant.
Bid/Issue Programme
BID/ISSUE OPENED ON Wednesday, September 10, 2025 (1)
BID/ISSUE CLOSED ON Friday, September 12, 2025 (2)
(1) The Anchor Investor Bid/Issue Period was one Working Day prior to the Bid/Issue Opening Date i.e. September 09, 2025.
(2) UPI mandate end time and date was at 5.00 pm on the Bid/Issue Closing Date.
An indicative timetable in respect of the Issue is set out below:
Event Indicative Date
Bid/ Issue Closing Date Friday, September 12, 2025
Finalisation of Basis of Allotment with the Designated Stock On or about Monday, September 15, 2025
Exchange
352Event Indicative Date
Initiation of refunds (if any, for Anchor Investors)/unblocking On or about Tuesday, September 16, 2025
of funds from ASBA Account*
Credit of Equity Shares to demat accounts of Allottees On or about Tuesday, September 16, 2025
Commencement of trading of the Equity Shares on the Stock On or about Wednesday, September 17, 2025
Exchanges
*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;9 (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 BRLM shall, in its sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking. The BRLM shall be liable for compensating the Bidder at a uniform rate of ₹100 per
day or 15% per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance until the date
on which the blocked amounts are unblocked. The Bidder shall be compensated in the manner specified in the SEBI ICDR
Master Circular and SEBI RTA Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the
deemed agreement of the Company with the SCSBs and relevant intermediaries, to the extent applicable.
The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such
banks provide a written confirmation on compliance SEBI RTA Master Circular and 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, Book Running Lead Manager or the members of Syndicate.
While our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three
Working Days of the Bid/Issue Closing Date or such period as may be prescribed by SEBI, the timetable
may change due to various factors, such as extension of the Bid/Issue Period by our Company in
consultation with the BRLM, revision of the Price Band or any delays in receiving the final listing and
trading approval from the Stock Exchanges. In terms of the SEBI Master Circular, our Company shall
within four days from the closure of the Issue, refund the subscription amount received in case of non –
receipt of minimum subscription or in case our Company fails to obtain listing or trading permission from
the Stock Exchanges for the Equity Shares. The commencement of trading of the Equity Shares will be
entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws.
The Registrar to the Issue shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs
on daily basis within 60 minutes of the Bid closure time from the Bid/Issue Opening Date till the Bid/Issue
Closing Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications
by the closing hours of the Working Day and submit the confirmation to the BRLM and the RTA on a daily
basis, as per the format prescribed in SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021.
In terms of the UPI Circulars, in relation to the Issue, the Book Running Lead Manager will be required to submit
reports of compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing
procedure within three Working Days from the Bid/Issue Closing Date, identifying non-adherence to timelines
and processes and an analysis of entities responsible for the delay and the reasons associated with it.
Any circulars or notifications from SEBI after the date of this Prospectus may result in changes to the listing
timelines. Further, the issue procedure is subject to change to any revised SEBI circulars to this effect.
353Submission of Bids (other than Bids from Anchor Investors):
Bid/Issue Period (except the Bid/Issue Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m.
(Indian Standard Time) (“IST”)
Bid/Issue Closing Date*
Submission of Electronic Applications (Online ASBA through Only between 10.00 a.m. and up to 5.00 p.m.
3-in-1 accounts) – For RIBs and Eligible Employees Bidding in IST
the Employee Reservation Portion, other than QIBs, Non-
Institutional Investors.
Submission of Electronic Applications (Bank ASBA through Only between 10.00 a.m. and up to 4.00 p.m.
Online channels like Internet Banking, Mobile Banking and IST
Syndicate UPI ASBA applications)
Submission of Electronic Applications (Syndicate Non-Retail, Only between 10.00 a.m. and up to 3.00 p.m.
Non-Individual Applications) IST
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, Only between 10.00 a.m. and up to 12.00 p.m.
Non-Individual Applications, where Bid Amount is more than ₹ IST
500,000
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. and up to 4.00 p.m.
Bidders categories# IST on Bid/ Issue Closing Date
Upward or downward Revision of Bids or cancellation of Bids Only between 10.00 a.m. and up to 5.00 p.m.
by RIBs and Eligible Employees Bidding in the Employee IST
Reservation Portion
* UPI mandate end time and date was at 5.00 pm on the Bid/Issue Closing Date.
#QIBs and Non-Institutional Bidders could neither revise their bids downwards nor cancel/withdraw their bids.
On the Bid/Issue Closing Date, the Bids shall be uploaded until:
a. 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
b. until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail
Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion.
On Bid/Issue Closing Date, extension of time will be granted by Stock Exchanges only for uploading Bids
received by RIBs and Eligible Employees Bidding in the Employee Reservation Portion 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 Book Running Lead Manager to the Stock Exchanges. For the avoidance of doubt,
it is clarified that Bids not uploaded on the electronic bidding system or in respect of which 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 Bids on the Bid/Issue Closing Date, Bidders were advised to
submit Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 3:00 p.m. (Indian Standard
Time) on the Bid/Issue Closing Date. Bidders were cautioned that if a large number of Bids are received on the
Bid/Issue Closing Date, as is typically experienced in public issues, it may lead to some Bids not being uploaded
due to lack of sufficient time to upload and such Bids that cannot be uploaded on the electronic bidding system
will not be considered for allocation in the Issue. It is clarified that Bids not uploaded on the electronic bidding
system or in respect of which the full Bid Amount is not blocked by the SCSBs or not blocked under the UPI
Mechanism in the relevant ASBA Account, as the case may be, would be rejected. Bids were accepted only on
Working Days. Bidders may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter
no. NSE/IPO/25101-6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids
were not accepted on Saturdays and public holidays as declared by the Stock Exchanges. Bids by ASBA Bidders
had been uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock
Exchanges.
354The Designated Intermediaries modified 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) sent the bid
information to the Registrar to the Issue for further processing.
In case of discrepancy in data entered in the electronic book vis-à-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
In the event our Company does not receive (i) a minimum subscription of 90% of the Issue, and (ii) a subscription
in the Issue as specified under Rule 19(2)(b) of the SCRR, including through devolvement of Underwriters, as
applicable, within sixty (60) days from the date of Bid Closing Date, or if the subscription level falls below the
thresholds mentioned above after the Bid Closing Date, on account of withdrawal of applications or after technical
rejections or any other reason, or if the listing or trading permission is not obtained from the Stock Exchanges for
the Equity Shares being issued under the Red Herring Prospectus, our Company shall forthwith refund the entire
subscription amount received in accordance with applicable law, shall pay interest at the rate of 15% or such other
interest rate as prescribed under applicable law, including SEBI ICDR Master Circular and SEBI RTA Master
Circular.
Under-subscription, if any, in any category except the QIB portion, was met with spill-over from the other
categories at the discretion of our Company in consultation with the Book Running Lead Manager, 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, and subscription money
will be refunded, as applicable. 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
Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will
be one Equity Share, no arrangements for disposal of odd lots are required.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Issue.
Restrictions, if any on Transfer and Transmission of Equity Shares
Except for lock-in of the pre-Issue Equity Share capital of our Company, lock-in of our Promoter’ minimum
contribution under the SEBI ICDR Regulations and the Anchor Investor lock-in as provided in “Capital
Structure”, on page 101 and except as provided under the AoA, there are no restrictions on transfer of the Equity
Shares. Further, there are no restrictions on transmission of any shares of our Company and on their consolidation
or splitting, except as provided in the AoA. For details, see “Description of Equity Shares and Terms of the Articles
of Association”, on page 389.
Withdrawal of the Issue
Our Company in consultation with the Book Running Lead Manager, reserves the right not to proceed with the
entire or portion of the Issue for any reason at any time after the Bid / Issue Opening Date but before the Allotment.
In such an event, our Company would issue a public notice in the 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. The Book Running Lead Manager, through the Registrar to
the Issue, shall notify the SCSBs and the Sponsor Banks (in case of UPI Bidders), to unblock the bank accounts
of the ASBA Bidders, and shall notify the Escrow Collection Bank to release the Bid Amounts to the Anchor
355Investors, 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 Manager withdraws 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. Notwithstanding the foregoing, the Issue is also subject to
obtaining the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after
Allotment and within three Working Days or such other period as may be prescribed, and the final RoC approval
of this Prospectus after it is filed with the RoC. If Allotment is not made within the prescribed time period under
applicable law, the entire subscription amount received will be refunded/unblocked within the time prescribed
under applicable law.
356ISSUE STRUCTURE
The Issue wasmade through the Book Building Process. The Issue comprises of initial public offering of up to
24,300,000* Equity Shares for cash at a price of ₹ 165, including a premium of ₹ 155 per Equity Share, aggregating
up to ₹ 4,009.20 million. The Issue constitutes 25.20% of the post-Issue paid-up Equity Share capital of our
Company.
* Subject to finalisation of Basis of Allotment
The Issue comprised of a Net Issue of up to 24,280,000 Equity Shares of face value ₹ 10 each and Employee
Reservation Portion of up to 20,000^ Equity Shares, subject to finalisation of Basis of Allotment. The Employee
Reservation Portion did not exceed 5% of our post-Issue paid-up Equity Share capital. The Issue and the Net Issue
constitutes 25.20% and 25.18%, respectively of the post-Issue paid-up Equity Share capital of our Company.
*A discount of 9.09% of the Issue Price (equivalent of ₹15 per Equity Share) was offered to Eligible Employees bidding in the
Employee Reservation Portion in accordance with the SEBI ICDR Regulations and details of which were announced at least
two Working Days prior to the Bid/Issue Opening Date.
Non-Institutional Retail Individual Eligible
Particulars QIBs (1)
Bidders Bidders Employees(5)
Number of Equity 12,140,000* 3,642,000* Equity 8,498,000* Equity 20,000* Equity
Shares available for Equity Shares of Shares of face value of Shares of face Shares of face
Allotment/allocatio face value of ₹ ₹ 10 each was made value of ₹ 10 each value of ₹ 10 each
n*(2) 10 each available for allocation was made
or Net Issue less available for
allocation to QIB allocation or Net
Bidders and RIBs Issue less
allocation to QIB
Bidders and Non-
Institutional
Bidders
Percentage of Issue Not more than Not less than 15% of the Not less than 35% The Employee
size available for 50% of the Net Net Issue. of the Net Issue Reservation
Allotment/ Issue was made Portion constitutes
allocation available for The allotment to each 0.02% of our post-
allocation to Non-Institutional Issue paid-up
QIB Bidders. Bidder shall not be less Equity Share
than the minimum capital
However, upto application size, subject
5% of the Net to availability of Equity
QIB Portion Shares in the Non-
(excluding the Institutional Portion
Anchor Investor and the remaining
Portion) was available Equity
made available Shares, was made
for allocation available for allocation
proportionately out of which (a) one
to Mutual Funds third of such portion
only. Mutual available to Non-
Funds Institutional Bidders
participating in was reserved for
the Mutual Fund applicants with an
Portion were application size of more
also eligible for than ₹ 0.20 million and
allocation in the up to ₹ 1.00 million;
remaining Net and (b) two third of
QIB Portion. such portion available
The to Non-Institutional
unsubscribed Bidders was reserved
portion in the for applicants with
Mutual Fund application size of more
Portion have than ₹ 1.00 million,
357Non-Institutional Retail Individual Eligible
Particulars QIBs (1)
Bidders Bidders Employees(5)
been added to provided that the
the Net QIB unsubscribed portion in
P ortion. either the sub-
categories mentioned
above was made
available for allocation
to applicants in the
other sub-category of
Non-Institutional
Bidder.
Basis of Proportionate as The Equity Shares of The allotment to Proportionate(5);
Allotment/allocatio follows face value ₹ 10 each each RIB shall not unless the
n if respective (excluding the made available for be less than the Employee
category is Anchor Investor allocation to Non- minimum Bid Lot, Reservation
oversubscribed Portion): Institutional Bidders subject to Portion was
under the Non- availability of undersubscribed,
(a) 242,800* Institutional Portion, Equity Shares in the value of
Equity Shares of was subject to the the Retail Portion allocation to an
face value ₹ 10 following: and the remaining Eligible Employee
each were made available Equity did not exceed ₹
available for a) one third of the Shares if any, was 0.20 million (net of
allocation on a portion made made available Employee
proportionate available to Non- forallocation on a Discount). In the
basis to Mutual Institutional proportionate event of
Funds only; and Bidders being basis. For details, undersubscription
1,214,000* Equity please see “Issue in the Employee
(b) 4,613,200* Shares of face Procedure” on Reservation
Equity Shares of value ₹ 10 each page 363. Portion, the
face value ₹ 10 were reserved for unsubscribed
each was made Bidders Biddings portion was made
available for more than ₹0.20 available for
allocation on a million and up to allocation, on a
proportionate ₹1.00 million; and proportionate
basis to all QIBs b) two third of the basis, to Eligible
including portion available to Employees for a
Mutual Funds Non-Institutional value exceeding
receiving Bidders being ₹0.20 million (net
allocation as per 2,428,000* Equity of Employee
(a) above. Shares of face Discount, if any),
value ₹ 10 each subject to total
Up to 60% of the were reserved for Allotment to an
QIB Portion was Bidders Bidding Eligible Employee
made available more than ₹1.00 not exceeding ₹
for allocation on million 0.50 million (net of
a discretionary Employee
basis to Anchor Provided that the Discount, if any)
Investors of unsubscribed portion in
which one-third either of the categories
was available for specified in (a) or (b)
allocation to above, was allocated to
Mutual Funds Bidders in the other
only, subject to sub-category of Non-
valid Bid having Institutional Portion in
been received accordance with SEBI
from Mutual ICDR Regulations.
Funds at or
above the The allotment of
Anchor Investor specified securities to
358Non-Institutional Retail Individual Eligible
Particulars QIBs (1)
Bidders Bidders Employees(5)
Allocation Price each Non-Institutional
Bidder shall not be less
than the minimum
application size, subject
to availability in the
Non-Institutional
Portion, and the
remainder, was made
available for allocation
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” on page
363.
Minimum Bid Such number of Such number of Equity 90 Equity Shares 90 Equity Shares
Equity Shares Shares that the Bid and in multiples of and in multiples of
and in multiples Amount exceeds ₹ 0.20 90 Equity Shares 90 Equity Shares
of 90 Equity million and in multiples thereafter
Shares so that of 90 Equity Shares
the Bid Amount thereafter.
exceeds ₹ 0.20
million, and in
multiple of 90
Equity
thereafter.
Maximum Bid Such number of Such number of Equity Such number of Such number of
Equity Shares in Shares in multiples of Equity Shares in Equity Shares in
multiples of 90 90 Equity Shares not multiples of 90 multiples of 90
Equity Shares so exceeding the size of Equity Shares so Equity Shares of
that the Bid does the Net Issue that the Bid face value ₹10
not exceed the (excluding the QIB Amount does not each, so that the
size of the Net Portion), subject to exceed ₹ 0.20 maximum Bid
Issue (excluding limits prescribed under million. Amount by each
the Anchor applicable law Eligible Employee
Portion), subject in Eligible
to applicable Employee Portion
limits under does not exceed
applicable law. ₹0.50 million (net
of Employee
Discount, if any).
Mode of Allotment Compulsorily in dematerialized form
Bid Lot 90 Equity Shares and in multiples of 90 Equity Shares of face value ₹ 10 each thereafter
Allotment Lot A minimum of 90 Equity Shares and in multiples of one Equity Share thereafter for
QIBs, RIBs and Employees. For NIBs allotment shall not be less than the minimum
non-institutional application size.
Trading Lot One Equity Share
Who can Apply (3)(6) Public financial Resident Indian Resident Indian Eligible
institutions as individuals, Eligible Individuals, Employees (such
specified in NRIs, HUFs (in the Eligible NRIs, that the Bid
Section 2(72) of name of Karta), HUF (in the name Amount does not
the Companies companies, corporate of Karta) exceed ₹0.50
Act 2013, bodies, scientific million, net of
scheduled institutions societies Employee
commercial and trusts, FPIs who are Discount, if any)
359Non-Institutional Retail Individual Eligible
Particulars QIBs (1)
Bidders Bidders Employees(5)
banks, individuals, corporate
multilateral and bodies and family
bilateral offices which are
development classified as Category II
financial FPIs and registered
institutions, with SEBI.
mutual fund
registered with
SEBI, FPIs other
than individuals,
corporate bodies
and family
offices, VCFs,
AIFs, FVCIs,
state industrial
development
corporation,
insurance
companies
registered with
IRDAI,
provident fund
(subject to
applicable law)
with minimum
corpus of ₹ 250
million, pension
fund with
minimum
corpus of ₹ 250
million, in
accordance with
applicable law
and National
Investment Fund
set up by the
Government of
India, the
insurance funds
set up and
managed by
army, navy or air
force of the
Union of India,
insurance funds
set up and
managed by the
Department of
Posts, India and
Systemically
Important
NBFCs, in
accordance with
applicable
Terms of Payment In case of Anchor Investors: Full Bid Amount was payable by the Anchor Investors
at the time of submission of their Bids.(4)
In case of all other Bidders: Full Bid Amount was blocked by the SCSBs in the bank
360Non-Institutional Retail Individual Eligible
Particulars QIBs (1)
Bidders Bidders Employees(5)
account of the ASBA Bidder (other than Anchor Investors) or by the Sponsor Bank
through the UPI Mechanism, that is specified in the ASBA Form at the time of
submission of the ASBA Form.
Mode of Bid** ASBA only (except Anchor Investors). In case of UPI Bidders, ASBA process will
include the UPI Mechanism. ASBA Bids placed by Non-Institutional Investors had a
limit of up to ₹0.50 million
*Subject to finalization of Basis of Allotment
(1) Our Company in consultation with the BRLM, allocated up to 60.00% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion was
reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the
price Anchor Investor Allocation Price. In the event of under-subscription or non-Allotment in the Anchor Investor
Portion, the balance Equity Shares in the Anchor Investor Portion was added to the Net QIB Portion. For further
information, see “Issue Procedure” on page 363.
(2) Subject to valid Bids being received at or above the Issue Price. This Issue was made in terms of Rule 19(2)(b) of the
SCRR in compliance with Regulation 6(1) of the SEBI ICDR Regulations read with Regulation 45 of the SEBI ICDR
Regulations. The Issue wasmade through the Book Building Process, wherein not more than 50% of the Net Issue was
made available for allocation on a proportionate basis to QIBs. Such number of Equity Shares representing 5% of the
Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only. The remainder of
the Net QIB Portion was made available for allocation on a proportionate basis to QIBs, including Mutual Funds,
subject to valid Bids having been received from them at or above the Issue Price. However, if the aggregate demand
from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares made available for allocation in
the Mutual Fund Portion was added to the remaining Net QIB Portion for proportionate allocation to all QIBs. Further,
not less than 15% of the Net Issue was made available for allocation to Non-Institutional Bidders and not less than 35%
of the Net Issue was made available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR
Regulations, subject to valid Bids having been received from them at or above the Issue Price. The Equity Shares made
available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, was subject to the following:
(i) one-third of the portion available to Non-Institutional Bidders were reserved for Bidders with an application size of
more than ₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-third of the portion available to Non-Institutional Bidders
were reserved for Bidders with application size of more than ₹ 1.00 million, provided that the unsubscribed portion in
either of the aforementioned sub-categories may be allocated to Bidders in the other sub-category of Non-Institutional
Bidders.
(3) In the event that a Bid is submitted in joint names, the relevant Bidders were made to 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 cusm
Application Form. The Bid cum Application Form was required to contain 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 was 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 reserved the right to reject, in its absolute discretion, all or any multiple Bids in any
or all categories. Further, a Bidder Bidding in the Employee Reservation Portion also Bid under the Net Issue and such
Bids was not be treated as multiple Bids. To clarify, an Eligible Employee Bidding in the Employee Reservation Portion
upto ₹0.50 million (net of Employee Discount if any) was allowed to Bid in the Net Issue as such Bids shall not be treated
as multiple Bids. Our Company reserved the right to reject, in its absolute discretion, all or any multiple Bids, except as
otherwise permitted, in any or all categories. Bidders were required to confirm and were deemed to have represented to
our Company, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are
eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
(4) Anchor Investors paid the entire Bid Amount at the time of submission of the Anchor Investor Bid, provided that any
positive difference between the Anchor Investor Allocation Price and the Issue Price, was paid by the Anchor Investor
Pay-in Date as mentioned in the CAN.
(5) The Employee Reservation Portion did not exceed 5% of our post-Issue paid-up Equity Share capital. Unless the
Employee Reservation Portion was under-subscribed, the value of allocation to an Eligible Employee Bidding in the
Employee Reservation Portion did not exceed ₹0.20 million (net of Employee Discount, if any). In the event of under-
subscription in the Employee Reservation Portion, the unsubscribed portion was made available for allocation and
Allotment, proportionately to all Eligible Employees who had Bid in excess of ₹0.20 million, subject to the maximum
value of Allotment made to such Eligible Employee was not exceeding ₹0.50 million (net of Employee Discount). The
unsubscribed portion, in the Employee Reservation Portion (after such allocation up to ₹0.50 million (net of Employee
Discount)), was added to the Net Issue. Further, an Eligible Employee Bidding in the Employee Reservation Portion
could also Bid in the Net Issue and such Bids was not treated as multiple Bids subject to applicable limits. Our Company,
in consultation with the BRLM, offered a discount of up to ₹ 15 of the Issue Price to Eligible Employees Bidding in the
Employee Reservation Portion, subject to necessary approvals as may be required, and which was announced at least
two Working Days prior to the Bid / Issue Opening Date. Eligible Employees bidding in the Employee Reservation
361Portion at a price within the Price Band could make payment based on Bid Amount net of Employee Discount, at the
time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion at the Cut-Off Price had to
ensure payment at the Cap Price, less Employee Discount, if any, at the time of making a Bid.
Bids by FPIs with certain structures as described under “Issue Procedure - Bids by FPIs” on page 363 and having
same PAN were collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and
Allotted to such successful Bidders (with same PAN) were proportionately distributed.
Bidders were required to confirm and were deemed to have represented to our Company, the Underwriters, their
respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law,
rules, regulations, guidelines and approvals to acquire the Equity Shares.
Subject to valid Bids having been received at or above the Issue Price, under-subscription, if any, in the Non-
Institutional Portion and the Retail Portion was allowed to be met with spill-over from other categories or a
combination of categories at the discretion of our Company (acting through the Board of Directors) in consultation
with the BRLM and the Designated Stock Exchange, on a proportionate basis. However, under-subscription, if
any, in the QIB Portion was not allowed to be met with spill-over from other categories or a combination of
categories. In the event of under-subscription in the Employee Reservation Portion , the unsubscribed portion was
available for allocation and Allotment, proportionately to all Eligible Employees Bidding in the Employee
Reservation Portion who had Bid in excess of ₹0.20 million, subject to the maximum value of Allotment made to
such Eligible Employee not exceeding ₹0.50 million (net of Employee Discount). The unsubscribed portion, in
the Employee Reservation Portion (after allocation of up to ₹0.50 million), was added to the Net Issue. For further
details, please see “Terms of the Issue” on page 350.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid
cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges
was taken as the final data for the purpose of Allotment.
362ISSUE PROCEDURE
All Bidders were required to read the ‘General Information Document for Investing in Public Issues’ prepared
and issued in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and
the SEBI UPI Circulars (the “General Information Document”) which highlights the key rules, processes and
procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the
SCRA, the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid
Cum Application Form. The General Information Document is available on the websites of the Stock Exchanges
and the BRLM. Please refer to the relevant provisions of the General Information Document which are applicable
to the Issue. 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 were required to 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 Confirmation of
Allocation Note and Allotment in the Issue; (vi) general instructions (limited to instructions for completing the
Bid cum Application Form); (vii) Designated Date; (viii) disposal of applications; (ix) submission of Bid cum
Application Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances
when an application would be rejected on technical grounds); (xi) applicable provisions of Companies Act, 2013
relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay
in Allotment or refund.
SEBI through the UPI Circulars has proposed to introduce an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. UPI has been
introduced as a payment mechanism in addition to ASBA for applications by Retail Individual Bidders through
intermediaries from January 1, 2019. The UPI Mechanism for Retail Individual Bidders applying through
Designated Intermediaries, in phase I, was effective along with the prior process and existing timeline of T+6
days (“UPI Phase I”), until June 30, 2019. Subsequently, for applications by Retail Individual Bidders through
Designated Intermediaries, the process of physical movement of forms from Designated Intermediaries to SCSBs
for blocking of funds has been discontinued and RIBs submitting their ASBA Forms through Designated
Intermediaries (other than SCSBs) can only use UPI Mechanism with existing timeline of T+6 days until further
notice pursuant to SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020 (“UPI Phase II”).
The final reduced timeline of T+3 days for the UPI Mechanism for applications by UPI Bidders (“UPI Phase
III”) and modalities of the implementation of UPI Phase III was notified by SEBI vide its circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary basis for all issues
opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1,
2023. The Issue will be undertaken pursuant to the processes and procedures under UPI Phase III, subject to any
circulars, clarification or notification issued by the SEBI from time to time. Please note that we may need to make
appropriate changes in the Red Herring Prospectus and this Prospectus depending on the timing of the opening
of the Issue. 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, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and SEBI master circular no.
SEBI/HO/CFD/PoD2/P/CIR/2023/00094 dated June 21, 2023 had introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. Subsequently, the SEBI RTA
Master Circular, consolidated the aforementioned circulars to the extent relevant for RTAs and rescinded these
circulars. Further, the SEBI ICDR Master Circular consolidated the aforementioned circulars and rescinded
these circulars to the extent they relate to the SEBI ICDR Regulations. Furthermore, pursuant to SEBI ICDR
Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent
not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), all individual bidders
in initial public offerings whose application sizes are up to ₹0.50 million shall use the UPI Mechanism and provide
their UPI ID in the Bidcum-Application Form for bidding through Syndicate, sub-syndicate members, Registered
Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type
accounts), provided by certain brokers. Pursuant to the SEBI ICDR Master Circular and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not rescinded by the SEBI ICDR Master
Circular in relation to the SEBI ICDR Regulations), applications made using the ASBA facility in initial public
offerings shall be processed only after application monies are blocked in the bank accounts of investors (all
categories).
363SEBI vide its circular no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/5 dated May 24, 2024 (“AV Circular”) has
introduced the disclosure of audio-visual presentation of disclosures made in offer 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. Further, investors are advised to rely only on the information contained in the offer documents and
Price Band advertisement for making investment decision.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned
in SEBI RTA Master Circular, shall continue to form part of the agreements being signed between the
intermediaries involved in the public issuance process and book running lead manager 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, in accordance with the SEBI Master
Circular, the Bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration of delay
exceeding two Working Days from the Bid/Issue Closing Date by the intermediary responsible for causing such
delay in unblocking. The Book Running Lead Manager shall, in their sole discretion, identify and fix the liability
on such intermediary or entity responsible for such delay in unblocking. Further, SEBI vide the SEBI Master
Circular, has reduced the timelines for refund of Application money to four days.
The Book Running Lead Manager shall be the nodal entity for any issues arising out of public issuance process.
Our Company and the BRLM, Member of the syndicate do not accept any responsibility for the completeness and
accuracy of the information stated in this section and the General Information Document and were not liable for
any amendment, modification or change in the applicable law which may occur after the date of this Prospectus.
Bidders were advised to make their independent investigations and ensure that their Bids were submitted in
accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity Shares
that can be held by them under applicable law or as specified in the Draft Red Herring Prospectus, the Red
Herring Prospectus and this Prospectus.
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 this Issue.
Book Building Procedure
The Issue was made in terms of Rule 19(2)(b) of SCRR read with Regulation 31 of the SEBI ICDR Regulations
through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein
not more than 50% of the Net Issue was made available for allocation on a proportionate basis to QIBs, provided
that our Company, in consultation with the BRLM, allocated 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 was reserved for
domestic Mutual Funds, subject to valid Bids having been 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 were added to the Net QIB Portion. Further, 5% of the Net QIB Portion was
made available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB
Portion was made available for allocation on a proportionate basis to all QIBs (other than Anchor Investors),
including Mutual Funds, subject to valid Bids having been received at or above the Issue Price. Further, not less
than 15% of the Net Issue was made available for allocation on a proportionate basis to Non-Institutional Bidders,
out of which: (i) one-third of the portion available to Non-Institutional Bidders was reserved for applicants with
an application size of more than ₹ 0.20 million and up to ₹ 1.00 million; and (ii) two-third of the portion available
to Non-Institutional Bidders was reserved for applicants with application size of more than ₹ 1.00 million provided
that the unsubscribed portion in either of the sub-categories specified will be allocated to applicants in the other
sub-category of Non-Institutional Bidders. And not less than 35% of the Net Issue was made available for
allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids
having been received at or above the Issue Price. The Issue comprises a Net Issue of up to 24,280,000 Equity
Shares and the Employee Reservation portion of up to 20,000 Equity Shares.
Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except
the QIB Portion, was allowed to be met with spill-over from any other category or a combination of categories at
the discretion of our Company, in consultation with the BRLM, and the Designated Stock Exchange. However,
under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories
364or a combination of categories. In accordance with Rule 19(2)(b) of the SCRR, the Issue constitutes at least 25%
of the post-Issue paid-up Equity Share capital of our Company. Bidders did not have the option of being Allotted
Equity Shares in physical form.
Further, in the event of an under-subscription in the Employee Reservation Portion, such unsubscribed portion
was Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion. The
unsubscribed portion, in the Employee Reservation Portion was added to the Net Issue.
In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion was
made available for allocation and Allotment, proportionately to all Eligible Employees who had Bid in excess of
₹0.20 million, subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50
million. The unsubscribed portion, if any, in the Employee Reservation Portion, was added to the Net Issue.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
Bidders were required to ensure that their PAN is linked with Aadhaar and are in compliance with the
notification by the Central Board of Direct Taxes dated February 13, 2020, read with press releases dated
June 25, 2021, and September 17, 2021 and March 30, 2022, read with press release dated March 28, 2023.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised
form. The Bid cum Application Forms which did not have the details of the Bidders’ depository account,
including DP ID, Client ID, PAN, and UPI ID, for UPI Bidders Bidding using the UPI Mechanism, were
treated as incomplete and were required to be rejected. Bidders did not have the option of being Allotted
Equity Shares in physical form. However, they could get the Equity Shares rematerialised subsequent to
Allotment of the Equity Shares in the Issue, subject to compliance with applicable laws.
Phased implementation of Unified Payments Interface (UPI)
SEBI has issued the SEBI UPI Circulars in relation to streamlining the process of public issue of, amongst others
Equity Shares. Pursuant to the SEBI UPI Circulars, the UPI Mechanism has been introduced in a phased manner
as a payment mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs
under ASBA) for applications by UPI Bidders through Designated Intermediaries with the objective to reduce the
time duration from public issue closure to listing from six Working Days up to three Working Days. Considering
the time required for making necessary changes to the systems and to ensure complete and smooth transition to
the UPI payment mechanism, the SEBI UPI Circulars have introduced the UPI Mechanism in three phases in the
following manner:
Phase I: This phase was applicable from January 1, 2019, until March 31, 2019, or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, an 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 has become applicable from July 1, 2019 and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Under this phase, submission of the physical ASBA Form
by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been
discontinued and is replaced by the UPI payment mechanism. However, the time duration from public issue
closure to listing continues to be six Working Days during this phase. Subsequently, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI
Phase II till further notice. However, the time duration from public issue closure to listing continues to be six
Working Days during this phase.
SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all
individual investors applying in initial public offerings opening on or after May 1, 2022, where the application
amount is up to ₹ 0.50 million, shall use UPI. Individual investors bidding under the Non-Institutional Portion
bidding for more than ₹ 0.20 million and up to ₹ 0.50 million, using the UPI Mechanism, shall provide their UPI
ID in the Bid cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers,
RTAs or CDPs, or online using
365Phase III
This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023 and
on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase, the time
duration from public issue closure to listing has been reduced to three Working Days. The Issue shall be
undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to
any circulars, clarification or notification issued by SEBI from time to time, including any circular, clarification
or notification which may be issued by SEBI.
The SEBI ICDR Master Circular, has consolidated and rescinded the aforementioned circulars, including the T+3
Notification, to the extent they relate to the SEBI ICDR Regulations. The Offer is being made under Phase III of
the UPI (on a mandatory basis) inaccordance with the SEBI ICDR Master Circular and the T+3 Notification (to
the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations).
This Issue was mandatorily made under Phase III of the UPI Mechanism.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
SCSBs only after such banks provide a written confirmation, in compliance with the SEBI RTA Master Circular
in a format as prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs shall be
made in compliance with circulars prescribed by SEBI and applicable law.
The processing fees for application made by UPI Bidders using the UPI mechanism was released to the remitter
banks (SCSBs) only after such banks make an application to the BRLMs with a copy to the Registrar, and such
application were made only after (i) unblocking of application amounts in the bank accounts for each application
received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints
has been paid by the SCSB in accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April
20, 2022(to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations)
and only after such banks provide a written confirmation, in compliance in a format as prescribed by SEBI, from
time to time, including in compliance with the SEBI RTA Master Circular and the SEBI ICDR Master Circular,
and such payment of processing fees to the SCSBs have been made in compliance with circulars prescribed by
SEBI and applicable law.
Individual investors bidding under the Non-Institutional Portion bidding for more than ₹ 0.20 million and up to ₹
0.50 million, using the UPI Mechanism, have provided their UPI ID in the Bid-cum-Application Form for Bidding
through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of
linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Streamlining Circular
include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for
SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to
submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of
unsuccessful Bidders to be unblocked no later than one Working Day from the date on which the Basis of
Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being
penalised under the relevant securities law. Further, in terms of the UPI Circulars, the payment of processing fees
to the SCSBs was undertaken pursuant to an application made by the SCSBs to the Book Running Lead Manager,
and such application was 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 further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the Book Running Lead Manager. Additionally, if there is any delay in the redressal of investors’ complaints,
the relevant SCSB as well as the Book Running Lead Manager will be required to compensate the concerned
investor.
Further, pursuant to SEBI ICDR Master Circular read with the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022(to the extent not rescinded by the SEBI ICDR Master
Circular in relation to the SEBI ICDR Regulations), all UPI Bidders were required to provide their UPI ID in the
366Bid cum Application Form submitted with any of the entities mentioned herein below:
i. syndicate member;
ii. stock broker registered with a recognised stock exchange (and whose name is mentioned on the website
of the stock exchange as eligible for this activity);
iii. depository participant (whose name is mentioned on the website of the stock exchange as eligible for this
activity);
iv. registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock
exchange as eligible for this activity)
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus were
available with the Designated Intermediaries at the Bidding Centres, and our Registered Office. An electronic
copy of the Bid cum Application Form was also be available for download on the websites of BSE
(www.bseindia.com) and NSE (www.nseindia.com) at least one day prior to the Bid/Issue Opening Date. Copies
of the Anchor Investor Application Form had been made available at the office of the BRLM. The Bid Cum
Application Forms for Eligible Employees Bidding in the Employee Reservation Portion were made available
only at our Company’s offices in India.
All Bidders (other than Anchor Investors) were required to mandatorily participate in the Issue only through the
ASBA process. UPI Bidders were mandatorily required to use the UPI Mechanism for submitting their bids to
Designated Intermediaries and were allowed to use ASBA Process by way of ASBA Forms to submit their bids
directly to SCSBs. Anchor Investors were not permitted to participate in the Issue through the ASBA process.
Bidders (other than Anchor Investors and UPI Bidders Bidding using the UPI Mechanism) were required to
provide bank account details and authorisation by the ASBA account holder to block funds in their respective
ASBA Accounts in the relevant space provided in the Bid cum Application Form and the Bid cum Application
Form that did not contain such details were liable to be rejected.
UPI Bidders were required to provide the valid UPI ID in the relevant space provided in the Bid cum Application
Form and the Bid cum Application Form that does not contain the UPI ID were liable to be rejected. UPI Bidders
bidding using the UPI Mechanism could also apply through the SCSBs and mobile applications using the UPI
handles as provided on the website of the SEBI. ASBA Bidders were required to provide either (i) the bank
account details and authorisation to block funds in the ASBA Form, or (ii) the UPI ID (in case of UPI Bidders) as
applicable, in the relevant space provided in the ASBA Form. The ASBA Forms that did not contain such details
were liable to be rejected. Applications made by the UPI Bidders using third party bank account or using third
party linked bank account UPI ID were liable to be rejected. Anchor Investors were not permitted to participate
in the Issue through the ASBA process. ASBA Bidders were made to ensure that the Bids are made on ASBA
Forms bearing the stamp of the relevant Designated Intermediary, submitted at the relevant Bidding Centres only
(except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp were liable to
be rejected.
Since the Issue is made under Phase II of the UPI Circulars, ASBA Bidders may submit the ASBA Forms in the
manner as follows:
(i) UPI Bidders using UPI Mechanism, could submit their ASBA Forms, including details of their UPI IDs,
with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs or online using the facility
of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers;
(ii) RIBs authorizing an SCSB to block the Bid Amount in the ASBA Accountcould 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; and
(iii) QIBs and NIBs could submit their ASBA Forms with SCSBs, Syndicate, Sub-Syndicate members,
Registered Brokers, RTAs or CDPs. For Anchor Investors, the Anchor Investor Application Form were made
367available at the offices of the BRLM.
ASBA Bidders were required to ensure that the ASBA Account had sufficient credit balance such that an amount
equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor Bank, as applicable at the time of
submitting the Bid. In order to ensure timely information to Bidders, SCSBs were required to send SMS alerts to
investors intimating them about Bid Amounts blocked/ unblocked.
For all IPOs opening on or after September 1, 2022, all the ASBA applications in public issues shall be processed
only after the application monies are blocked in the investor’s bank accounts. Stock Exchanges shall accept the
ASBA applications in their electronic book building platform only with a mandatory confirmation on the
application monies blocked. The circular shall be applicable for all categories of investors viz. RIB, QIB and NIB
and also for all modes through which the applications are processed.
Non-Institutional Bidders Bidding through UPI Mechanis were required to provide the UPI ID in the relevant
space provided in the Bid cum Application Form. UPI Bidders Bidding using the UPI Mechanism could also
apply through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI. For
Anchor Investor, the Anchor Investor Application Form was available at the offices of the Book Running Lead
Manager.
The prescribed colour of the Bid cum Application Forms for various categories is as follows:
Colour of Bid cum
Category
Application Form*
Resident Indians including resident QIBs, Non-Institutional Bidders, Retail White
Individual Bidders and Eligible NRIs applying on a non-repatriation basis^
Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral institutions Blue
applying on a repatriation basis^
Anchor Investors** White
Eligible Employees bidding in the Employee Reservation Portion Pink
*Excluding electronic Bid cum Application Forms
**Bid cum Application Forms for Anchor Investors were made available at the office of the BRLM.
^Electronic Bid cum Application forms were also made available for download on the websites of NSE (www.nseindia.com)
and BSE (www.bseindia.com)
Designated Intermediaries (other than SCSBs) were required to submit/ deliver the ASBA Forms (except Bid cum
Application Forms submitted by UPI Bidders Bidding through the UPI Mechanism) to the respective SCSB where
the Bidder has a bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank(s).
Stock Exchanges were required to validate the electronic bids with the records of the CDP for DP ID/Client ID
and PAN, on a real time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries,
for rectification and re-submission within the time specified by Stock Exchanges. Stock Exchanges were required
to allow modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already
uploaded.
In case of ASBA Forms, the relevant Designated Intermediaries were required to upload the relevant bid details
in the electronic bidding system of the Stock Exchanges and the Stock Exchanges were required to accept the
ASBA applications in their electronic bidding system only with a mandatory confirmation on the application
monies blocked. For UPI Bidders using the UPI Mechanism, the Stock Exchanges were required to share the Bid
details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate
UPI Mandate Request to UPI Bidders for blocking of funds.
In case of ASBA Forms, the relevant Designated Intermediaries were required tocapture and upload the relevant
bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system
of the Stock Exchanges.
For UPI Bidders, the Stock Exchanges were required to share the Bid details (including UPI ID) with the Sponsor
Bank(s)on a continuous basis through API integration to enable the Sponsor Bank(s)to initiate UPI Mandate
Request to UPI Bidders for blocking of funds. The Sponsor Bank(s) were required to initiate request for blocking
of funds through NPCI to UPI Bidders, who were required to accept the UPI Mandate Request for blocking of
funds on their respective mobile applications associated with UPI ID linked bank account. The NPCI were
required to maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability
to compensate the UPI Bidders in case of failed transactions was required to be with the concerned entity (i.e., the
Sponsor Bank(s), NPCI or the Bankers to the Issue) at whose end the lifecycle of the transaction has come to a
368halt. The NPCI were required to 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 were required to provide the audit
trail to the Book Running Lead Manager for analysing the same and fixing liability.
The Sponsor Bank(s) were required to undertake a reconciliation of Bid responses received from Stock Exchanges
and sent to NPCI and would also ensure that all the responses received from NPCI were sent to the Stock
Exchanges platform with detailed error code and description, if any. Further, the Sponsor Bank(s)were required
to undertake reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and share
reports with the Book Running Lead Manager in the format and within the timelines as specified under the SEBI
UPI Circulars. Sponsor Bank(s) and issuer banks were required to download UPI settlement files and raw data
files from the NPCI portal after every settlement cycle and do a three-way reconciliation with Banks UPI switch
data, CBS data and UPI raw data. NPCI were required to to coordinate with issuer banks and Sponsor Bank(s) on
a continuous basis.
For ensuring timely information to investors, SCSBs were required to send SMS alerts for mandate block and
unblock including details specified in SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March
16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and
the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. For all pending UPI Mandate
Requests, the Sponsor Bank(s) were required to initiate requests for blocking of funds in the ASBA Accounts of
relevant Bidders with a confirmation cut-off time of 5:00 pm IST on the Bid/Issue Closing Date (“Cut-Off Time”).
Accordingly, UPI Bidders were required to accept UPI Mandate Requests for blocking off funds prior to the Cut-
Off Time and all pending UPI Mandate Requests at the Cut-Off Time would lapse . Further,
modification/cancellation of Bids (if any) would be allowed in parallel during the Bid/Issue Period until the Cut-
Off Time.
The Sponsor Bank(s) were required to 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 the UPI Bidders using the UPI Mechanism could be released to the
SCSBs only after such SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular,
in a format prescribed by SEBI or applicable law.
Pursuant to NSE circular dated August 3, 2022 with reference no. 25/2022, the following is applicable to all initial
public offers opening on or after September 1, 2022:
(i) Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date
and existing process of UPI bid entry by syndicate members, registrars to the issue and depository
participants shall continue till further notice.
(ii) There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on
T+1 day for already uploaded bids. The dedicated window provided for mismatch modification on T+1 day
shall be discontinued.
(iii) Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up
to 5:00 pm on the initial public offer closure day.
(iv) Exchanges shall display initial public offer demand details on its website and for UPI bids the demand shall
include/consider UPI bids only with latest status as RC 100 – Block Request Accepted by Investor/ Client,
based on responses/status received from the Sponsor Bank.
For ASBA Forms (other than UPI Bidders using UPI Mechanism), Designated Intermediaries (other than SCSBs)
were required to 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.
Electronic registration of Bids
(a) The Designated Intermediary could register the Bids using the online facilities of the Stock Exchanges. The
369Designated Intermediaries could also set up facilities for off-line electronic registration of Bids, subject to
the condition that they could subsequently upload the off-line data file into the online facilities for Book
Building on a regular basis before the closure of the Issue.
(b) On the Bid/Issue Closing Date, the Designated Intermediaries could upload the Bids till such time as may
be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
(c) Only Bids that are uploaded on the Stock Exchanges Platform were considered for allocation/Allotment.
The Designated Intermediaries were given till 5:00 pm on the the Bid/Issue Closing Date to modify select
fields uploaded in the Stock Exchanges’ 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 Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
Participation by our Promoters, Promoter Group, the Book Running Lead Manager and the Syndicate
Members and persons related to Promoters/Promoter Group/the Book Running Lead Manager and
Syndicate Members.
The BRLM and the Syndicate Members were not allowed to purchase Equity Shares in this Issue in any manner,
except towards fulfilling their respective underwriting obligations. However, the respective associates and
affiliates of the BRLM and the Syndicate Members could Bid for Equity Shares in the Issue, either in the QIB
Category or in the Non-Institutional Portion as may be applicable to such Bidders, where the allocation is on a
proportionate basis, and such subscription was on their own account or on behalf of their clients. All categories
of investors, including associates or affiliates of the BRLM and Syndicate Members, were treated equally for the
purpose of allocation to be made on a proportionate basis.
Except as disclosed below, neither the Book Running Lead Manager nor any associate of the Book Running Lead
Manager applied in the Issue under the Anchor Investor Portion:
(i) mutual funds sponsored by entities which are associate of the Book Running Lead Manager;
(ii) insurance companies promoted by entities which are associate of the Book Running Lead Manager;
(iii) AIFs sponsored by the entities which are associate of the Book Running Lead Manager; or
(iv) FPIs other than individuals, corporate bodies and family offices sponsored by the entities which are associate
of the Book Running Lead Manager.
Further, the Promoters and members of their respective Promoter Groups did not participate by applying for Equity
Shares in the Issue. Further, persons related to the Promoters and their respective Promoter Groups did not apply
in the Issue under the Anchor Investor Portion.
Further, an Anchor Investor was deemed to be an “associate of the BRLM” if: (a) either of them controls, directly
or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b)
either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the
other; or (c) there is a common director, excluding a nominee director, amongst the Anchor Investor and the
BRLM.
However, a QIB who has any of the following rights in relation to our Company wasdeemed to be a person related
to our Promoters or the members of the Promoter Group of our Company:
(i) rights under a shareholders’ agreement or voting agreement entered into with our Promoters or the members
of the Promoter Group of our Company;
(ii) veto rights; or
(iii) right to appoint any nominee director on the Board.
370Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate was required to be
lodged with the Bid cum Application Form. Failing this, our Company reserved the right to reject any Bid without
assigning any reason thereof.
Bids made by asset management companies or custodians of Mutual Funds were required to specifically state
names of the concerned schemes for which such Bids were made.
In case of a Mutual Fund, a separate Bid coulb 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 were not treated as multiple
Bids provided that the Bids clearly indicate the scheme concerned for which the Bid was made.
No Mutual Fund scheme could 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% was not applicable for investments in case of
index funds, exchange traded funds, or sector or industry specific schemes. No Mutual Fund under all its schemes
should own more than 10% of our Company’s paid-up share capital carrying voting rights.
Bids by Eligible Employees
The Bid was required to be for a minimum of 90 Equity Shares of face value ₹10 each and in multiples of 90
Equity Shares of face value ₹10 each thereafter so as to ensure that the Bid Amount payable by the Eligible
Employee did not exceed ₹0.50 million (net of the Employee Discount).
However, the initial allocation to an Eligible Employee in the Employee Reservation Portion did not exceed ₹0.20
million (net of the Employee Discount). Allotment in the Employee Reservation Portion is as detailed in the
section “Issue Structure” on page 357.
However, Allotments to Eligible Employees in excess of ₹0.20 million (net of the Employee Discount, if any)
shall be considered on a proportionate basis, in the event of under-subscription in the Employee Reservation
Portion, subject to the total Allotment to an Eligible Employee not exceeding ₹0.50 million (net of the Employee
Discount). Subsequent under-subscription, if any, in the Employee Reservation Portion is added back to the Net
Issue. Eligible Employees Bidding in the Employee Reservation Portion were made to Bid at the Cut-off Price.
Bids under the Employee Reservation Portion by Eligible Employees were required to be:
(i) Made only in the prescribed Bid cum Application Form or Revision Form (i.e. Pink colour form).
(ii) Only Eligible Employees (excluding such other persons not eligible under applicable laws, rules,
regulations and guidelines) were eligible to apply in this Issue under the Employee Reservation Portion.
(iii) In case of joint bids, the Sole Bidder or the First Bidder was the Eligible Employee.
(iv) Bids by Eligible Employees could be made at Cut-off Price.
(v) Only those Bids, which were received at or above the Issue Price, net of Employee Discount, if any, were
be considered for allocation under this portion.
(vi) The Bids were required to be for a minimum of 90 Equity Shares of face value ₹10 each and in multiples
of 90 Equity Shares of face value ₹10 each thereafter so as to ensure that the Bid Amount payable by the
Eligible Employee subject to a maximum Bid Amount of ₹0.50 million (net of the Employee Discount).
(vii) Eligible Employees bidding in the Employee Reservation Portion could Bid through the UPI Mechanism.
(viii) If the aggregate demand in this portion was less than or equal to 20,000 Equity Shares of face value ₹10
each at or above the Issue Price, full allocation was made to the Eligible Employees to the extent of their
demand.
(ix) Bids by Eligible Employees in the Employee Reservation Portion and in the Net Issue portion were not
treated as multiple Bids. Our Company reserved the right to reject, in its absolute discretion, all or any
371multiple Bids in any or all categories.
(x) Eligible Employees were required to mention their employee number at the relevant place in the Bid cum
Application Form or Revision Form.
In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion wasavailable
for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million
(net of the Employee Discount), subject to the maximum value of Allotment made to such Eligible Employee not
exceeding ₹0.50 million (net of the Employee Discount).
If the aggregate demand in this portion were greater than 20,000 Equity Shares of face value ₹10 each at or above
the Issue Price, the allocation was made on a proportionate basis. For the method of proportionate basis of
Allotment, see “Issue Procedure” on page 363.
Bids by Eligible NRIs
Eligible NRIs could obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange were considered for Allotment.
Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should authorise their
respective SCSB or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI
Mechanism) to block their Non-Resident External Accounts (NRE Account), or Foreign Currency Non-Resident
Accounts (FCNR Account), and eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms
were required to authorise their respective SCSB or confirm or accept the UPI Mandate Request (in case of UPI
Bidders Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (NRO) accounts for the full
Bid amount, at the time of submission of the Bid cum Application Form. Participation of Eligible NRIs in the
Issue was subject to the FEMA Regulations. NRIs applying in the Issue through the UPI Mechanism were advised
to enquire with the relevant bank, whether their account was UPI linked, prior to submitting a Bid cum Application
Form.
Eligible NRIs were permitted to apply in the Issue through Channel I or Channel II (as specified in the SEBI UPI
Circulars). Further, subject to applicable law, Eligible NRIs could use Channel IV (as specified in the SEBI UPI
Circulars) to apply in the Issue, provided the UPI facility was enabled for their NRE/NRO accounts. Eligible NRIs
Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents (White in
colour). Eligible NRIs Bidding on a repatriation basis were advised to use the Bid cum Application Form meant
for Non-Residents (Blue in colour).
In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not
exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value
of each series of debentures or preference shares or share warrants issued by an Indian company and the total
holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully
diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or
share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that
effect is passed by the general body of the Indian company.
For details of restrictions on investment by NRIs, please see the section entitled “Restrictions on Foreign
Ownership of Indian Securities” on page 388. Participation of Eligible NRIs shall be subject to the FEMA
Regulations
Bids by HUFs
Bids by Hindu Undivided Families or HUFs were required to be made in the individual name of the Karta. The
Bidder should specify that the Bid was being made in the name of the HUF in the Bid cum Application Form as
follows: “Name of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the
name of the Karta”. Bids by HUFs were considered at par with Bids from individuals.
Bids by FPIs
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI including its investor group
(which means multiple entities registered as FPIs and directly or indirectly having common ownership of more
than 50% or common control) must be below 10% of the post-Issue paid-up capital.
372In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations was required to be attached to the Bid cum Application Form, failing which our Company reserved
the right to reject any Bid without assigning any reason. FPIs who wish to participate in the Issue were advised to
use the Bid cum Application Form for Non-Residents (Blue in colour).
If the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully diluted
basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants issued
that may be issued by our Company, the total investment made by the FPI was re-classified as FDI subject to the
conditions as specified by SEBI and the RBI in this regard and our Company and the investor were 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%).
In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a company, holding of all
registered FPIs was included.
The FEMA Non-Debt Instruments Rules was enacted on October 17, 2019 in supersession of the Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017,
except as respects things done or omitted to be done before such supersession. FPIs are permitted to participate in
the Issue subject to compliance with conditions and restrictions which may be specified by the Government from
time to time.
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, 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 who have invested in the Issue to ensure there is no breach of the investment limit, within the timelines
for issue procedure, as prescribed by SEBI from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI, could 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 was 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 wereissued only by persons registered as Category I
FPIs; (ii) such offshore derivative instruments were issued only to persons eligible for registration as Category I
FPIs; (iii) such offshore derivative instruments were issued after compliance with ‘know your client’ norms as
specified by SEBI; and (iv) such other conditions as may be specified by SEBI from time to time.
An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is
subject to
(a) the transfer being made to persons which fulfilled the criteria provided under the SEBI FPI Regulations (as
mentioned above from points (a) to (d)); and
(b) prior consent of the FPI is obtained for such transfer, except in cases, where the persons to whom the
offshore derivative instruments are to be transferred, are pre-approved by the FPI.
Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs
and DP IDs were not treated as multiple Bids:
• FPIs which utilised the multi-investment manager (“MIM”) structure
• Offshore derivative instruments which had 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 had multiple investment strategies/sub-funds with identifiable differences and was managed by a
single investment manager
373• 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 were collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid were proportionately
distributed to the applicant FPIs (with same PAN).
In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary
account numbers, Client IDs and DP IDs, were required to provide a confirmation along with each of their Bid
cum Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures
and indicate the name of their respective investment managers in such confirmation. In the absence of such
confirmation from the relevant FPIs, such multiple Bids were rejected.
The FPIs who wish to participate in the Issue were advised to use the Bid cum Application Form for non-residents.
For details of restrictions on investment by NRIs, please see the section entitled “Restrictions on Foreign
Ownership of Indian Securities” on page 388.
Bids by SEBI registered VCFs, AIFs and FVCIs
The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended (SEBI
AIF Regulations) prescribe, amongst others, the investment restrictions on AIFs. A VCF registered as a Category
I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds by way
of subscription to an initial public offering of a venture capital undertaking whose shares are proposed to be listed.
Pursuant to the repeal of the SEBI VCF Regulations, the VCFs which have not re-registered as an AIF under the
SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations until the existing fund or
scheme managed by the fund is wound up and such fund shall not launch any new scheme after the notification
of the SEBI AIF Regulations. The SEBI FVCI Regulations, inter alia, prescribe the investment restrictions on
FVCIs registered with SEBI.
The holding in any company by any individual VCF registered with SEBI should not exceed 25% of the corpus
of the VCF. Further, FVCIs can invest only up to 33.33% of the investible funds in various prescribed instruments,
including in public offerings. Category I AIFs and Category II AIFs cannot invest more than 25% of the investible
funds in one investee company. However, large value funds for accredited investors of Category I AIFs and
Category II AIFs may invest up to 50% of the investible funds in an investee company. A category III AIF cannot
invest more than 10% of the investible funds in one investee company. However, large value funds for accredited
investors of Category III AIFs may invest up to 20% of the investible funds in an investee company. Participation
of VCFs, AIFs or FVCIs in the Issue shall be subject to the FEMA Rules, amended from time to time.
There were no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders were treated on
the same basis with other categories for the purpose of allocation.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of
conversion of foreign currency.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, was required
to be attached to the Bid cum Application Form. Failing this, our Company in consultation with the BRLM reserve
the right to reject any Bid without assigning any reason thereof.
Bids by banking companies
374In case of Bids which were made by banking companies registered with the RBI, certified copies of (i) the
certificate of registration issued by the RBI, and (ii) the approval of such banking company’s investment
committee were required to be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLM, reserved 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 Banking Regulation
Act, 1949 (Banking Regulation Act), and Master Direction –Reserve Bank of India (Financial Services provided
by Banks) Directions, 2016 is 10% of the paid-up share capital of the investee company or 10% of the bank’s own
paid-up share capital and reserves, as per the last audited balance sheet or a subsequent balance sheet, whichever
is less. Further, the aggregate investment in subsidiaries and other entities engaged in financial and non-financial
services company cannot exceed 20% of the bank’s paid-up share capital and reserves. A banking company would
be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee
company if: (a) the investee company is engaged in non-financial activities in which banking companies are
permitted to engage under the Banking Regulation Act or the additional acquisition is through restructuring of
debt, or to protect the bank’s interest on loans/investments made to a company, provided that the bank is required
to submit a time-bound action plan for disposal of such shares (in this sub-clause (b)) within a specified period to
the RBI. A banking company would require a prior approval of the RBI to make investment in excess of 30% of
the paid-up share capital of the investee company, investment in a subsidiary and a financial services company
that is not a subsidiary (with certain exceptions prescribed), and investment in a non-financial services company
in excess of 10% of such investee company’s paid-up share capital as stated in the Reserve Bank of India
(Financial Services provided by Banks) Directions, 2016, as amended.
Bids by SCSBs
SCSBs participating in the Issue were required to comply with the terms of the SEBI ICDR Master Circular read
with the SEBI circular nos.CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012, and
January 2, 2013, each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR
Regulations. Such SCSBs were 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 was required to be used solely for the purpose of making application in public issues and clear demarcated
funds should be available in such account for such Bids
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI were required to be attached to the Bid cum Application Form. Failing this, the
Company in consultation with the BRLM, reserved the right to reject any Bid without assigning any reason
thereof. The exposure norms for insurers were prescribed under Regulation 9 of the Insurance Regulatory and
Development Authority of India (Investment) Regulations, 2016 (IRDA Investment Regulations), and were 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 operated. Bidders were advised to refer to the IRDA Investment Regulations for
specific investment limits applicable to them and were required to comply with all applicable regulations,
guidelines and circulars issued by IRDAI from time to time.
Bids by Provident Funds/Pension Funds
In case of Bids which were made by provident funds/pension funds with minimum corpus of ₹ 250 million, subject
to applicable law, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident
fund/pension fund was required to be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLM reserved the right to reject any Bid, without assigning any reason thereof.
Bids by Systemically Important Non-Banking Financial Companies
In case of Bids which were 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, (iii) such other approval as may be required by the Systemically Important NBFCs, were required
to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM,
reserved the right to reject any Bid without assigning any reason thereof, subject to applicable law. Systemically
375Important NBFCs participating in the Issue were required to comply with all applicable regulations, guidelines
and circulars issued by RBI from time to time.
The investment limit for Systemically Important NBFCs was as prescribed by RBI from time to time.
Bids under Power of Attorney
In case of Bids which were made pursuant to a power of attorney by limited companies, corporate bodies,
registered societies, Eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up
by the army, navy or air force of the India, insurance funds set up by the Department of Posts, India or the National
Investment Fund and provident funds with a minimum corpus of ₹ 250 million (subject to applicable laws) 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 were required to be lodged along with the Bid cum Application Form.
Failing this, our Company and the reserved the right to accept or reject any Bid in whole or in part, in either case,
without assigning any reason hereof.
Our Company in consultation with the BRLM, in their absolute discretion, reserved the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to
such terms and conditions that our Company in consultation with the BRLM, deemed fit.
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. Anchor Investor Application Forms were
made available for the Anchor Investor Portion at the office of the BRLM.
Neither the (a) the BRLM (s) or any associate of the BRLM (other than mutual funds sponsored by entities which
are associate of the BRLM or insurance companies promoted by entities which are associate of the BRLM or
Alternate Investment Funds (AIFs) sponsored by the entities which were associates of the BRLM or FPIs, other
than individuals, corporate bodies and family offices, sponsored by the entities which are associate of the BRLM)
nor (b) the Promoters, Promoter Group or any person related to the Promoters or members of the Promoter Group
could apply under the Anchor Investors category. Bids made by QIBs under both the Anchor Investor Portion and
the QIB Portion were not considered multiple Bids.
Further, an Anchor Investor shall be deemed to be an “associate of the Book Running 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, among the Anchor
Investors and any BRLM.
The Bid was required to be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹
100 million. A Bid could not be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate
bids by individual schemes of a Mutual Fund were aggregated to determine the minimum application size of ₹
100 million.
One-third of the Anchor Investor Portion was reserved for allocation to domestic Mutual Funds.
Bidding for Anchor Investors opened one Working Day before the Bid/ Issue Opening Date and was completed
on the same day.
Our Company, in consultation with the BRLM may finalise allocation to the Anchor Investors on a discretionary
basis, provided that the minimum number of Allottees in the Anchor Investor Portion were not be less than:
(i) maximum of two Anchor Investors, where allocation under 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, subject to a minimum Allotment of ₹ 50
million per Anchor Investor; and
376(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, subject to minimum Allotment of ₹ 50 million
per Anchor Investor.
Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Issue Period. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation was made, was made available in the
public domain by the BRLM before the Bid/Issue Opening Date, through intimation to the Stock Exchanges.
Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the Bid.
If the Issue Price was greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Issue Price and the Anchor Investor Issue Price was payable by the Anchor Investors on the Anchor
Investor Pay-In Date specified in the CAN. If the Issue Price was lower than the Anchor Investor Issue Price,
Allotment to successful Anchor Investors was at the higher price.
50% Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion were locked-in for a period of 90
days from the date of Allotment and the remaining 50% were locked-in for a period of 30 days from the date of
Allotment.
Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion were not considered multiple
Bids.
For more information, please read the General Information Document.
The above information set out above was given for the benefit of the Bidders. Our Company and the BRLM
are not liable for any amendments or modification or changes to applicable laws or regulations, which have
occurred after the date of the Red Herring Prospectus and this Prospectus. Bidders were advised to make
their independent investigations and ensure that any single Bid from them did not exceed the applicable
investment limits or maximum number of the Equity Shares that can be held by them under applicable law
or regulations, or as specified in the Red Herring Prospectus or as specified in this Prospectus. Further,
each Bidder where required to agree in the Allotment Advice that such Bidder would not sell or transfer
any Equity Shares or any economic interest therein, including any off-shore derivative instruments, such
as participatory notes, issued against the Equity Shares or any similar security, other than in accordance
with applicable laws.
In accordance with RBI regulations, OCBs could not participate in this Issue.
Information for Bidders
The relevant Designated Intermediary was required to enter a maximum of three Bids at different price levels
opted in the Bid cum Application Form and such options were not considered as multiple Bids. It was the Bidder’s
responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of
the Bid by the Designated Intermediary did not guarantee that the Equity Shares were allocated/Allotted. Such
Acknowledgement Slip was non-negotiable and by itself will not create any obligation of any kind. When a Bidder
revised his or her Bid, he /she shall was required to surrender the earlier Acknowledgement Slip and could 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 could not in any way be deemed or construed to mean that the
compliance with various statutory and other requirements by our Company and/or the BRLM was 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 did it take any responsibility for the
financial or other soundness of our Company, the management or any scheme or project of our Company; nor did
it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the Draft
Red Herring Prospectus or the Red Herring Prospectus or this Prospectus; nor does it warrant that the Equity
Shares would be listed or would continue to be listed on the Stock Exchanges.
377General Instructions
Please note that QIBs and Non-Institutional Bidders were 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 and Eligible
Employees Bidding under the Employee Reservation Portion could revise their Bid(s) during the Bid/ Issue Period
and withdraw or lower the size of their Bid(s) until Bid/ Issue Closing Date. Anchor Investors were 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. Ensure that you have mentioned the correct details of your ASBA Account (i.e. bank account number or UPI
ID, as applicable) in the Bid cum Application Form if you are not a UPI Bidder using the UPI Mechanism
in the Bid cum Application Form and if you are a UPI Bidder using the UPI Mechanism ensure that you
have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in the Bid
cum Application Form;
4. UPI Bidders bidding 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 (only for UPI Bidders using the UPI
Mechanism) to make an application in the Issue and not ASBA Account or bank account linked UPI ID of
any third party;
5. UPI Bidder using UPI Mechanism, may submit their ASBA Forms with the Syndicate Member, Registered
Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated
Intermediary;
6. UPI Bidders shall make Bids only through the SCSBs, mobile applications and UPI handles whose name
appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. An application made
using incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI
website is liable to be rejected;
7. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
8. Ensure that the details about the PAN, DP ID and Client ID are correct and the Bidders depository account
is active, as Allotment of the Equity Shares will be in the dematerialised form only
9. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to
the Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within the
prescribed time. UPI Bidders, may submit their ASBA Forms with Syndicate Member, sub-Syndicate
Members, Registered Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of
such Designated Intermediary;
10. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
11. In case of joint Bids, ensure that first Bidder is the ASBA Account holder (or the UPI-linked bank account
holder, as the case may be) and the signature of the first Bidder is included in the Bid cum Application Form;
12. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder is
included in the Bid cum Application Forms. PAN of the First Bidder is required to be specified in case of
joint Bids;
37813. Ensure that you request for and receive a stamped Acknowledgment Slip in the form of a counterfoil or
acknowledgement specifying the application number as a proof of having accepted the of the Bid cum
Application Form for all your Bid options from the concerned Designated Intermediary
14. Bidders should ensure that they receive the Acknowledgment slip or the acknowledgement number duly
signed and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application
Form;
15. Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs
and/or the designated branches of SCSBs or the relevant Designated Intermediary, as applicable
16. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the Bid cum Application Form under the ASBA process to any of the Designated Intermediaries;
17. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed and obtain a revised acknowledgment;
18. 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 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
IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for
investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the
respective depositories confirming the exemption granted to the beneficiary owner by a suitable description
in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of
Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which
PAN is not mentioned will be rejected;
19. Ensure that the Demographic Details are updated, true and correct in all respects;
20. 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;
21. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper
upload of your Bid in the electronic Bidding system of the Stock Exchanges;
22. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents, including a copy of the power of attorney, are submitted;
23. Ensure that Bids submitted by any person resident outside India should be in compliance with applicable
foreign and Indian laws;
24. Since the Allotment will be in demateralised form only, ensure that the depository account is active, the
correct DP ID, Client ID, the PAN, and UPI ID (for UPI Bidders bidding through UPI mechanism) and PAN
are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI
ID (for ASBA Bidders bidding through UPI mechanism) and the PAN 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,UPI ID (for UPI Bidders bidding through UPI mechanism) and PAN available in the Depository
database;
25. In case of QIBs and NIBs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is
submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account,
as specified in the ASBA Form, is maintained has named at least one branch at that location for the
Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI
at http://www.sebi.gov.in);
37926. The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID for
the purposes of making Application in the Issue, which is UPI 2.0 certified by NPCI;
27. The ASBA bidders shall ensure that bids above ₹ 5,00,000, are uploaded only by the SCSBs;
28. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to
release the funds blocked in the ASBA account under the ASBA process. In case of UPI Bidders, once the
Sponsor Bank issues the UPI Mandate Request, the UPI Bidders would be required to proceed to authorize
the blocking of funds by confirming or accepting the UPI Mandate Request to authorize the blocking of
funds equivalent to application amount and subsequent debit of funds in case of Allotment,
29. UPI Bidders bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of
single account) and of the first Bidder (in case of joint account) in the Bid cum Application Form;
30. UPI Bidders using the UPI Mechanism shall make Bids only through the SCSBs, mobile applications and
UPI handles whose name appears in the list of SCSBs which are live on UPI, as displayed on the SEBI
website. UPI Bidders shall ensure that the name of the app and the UPI handle which is used for making the
application appears on the list displayed on the SEBI website and is also appearing in ‘Annexure A’ to the
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/20189/85 dated July 26, 2019. An application made using
incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI
website or ‘Annexure A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/20189/85 dated July 26, 2019
is liable to be rejected;
31. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with
the Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate
Request received from the Sponsor Bank to authorize blocking of funds equivalent to the revised Bid Amount
in the UPI Bidder’s ASBA Account;
32. UPI Bidders should ensure that they approve the UPI Mandate Request generated by the Sponsor Bank to
authorise blocking of funds equivalent to application amount and subsequent debit of funds in case of
Allotment, in a timely manner;
33. Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum
Application Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated
Intermediary, as the case may be, do not match with the DP ID, UPI ID (where applicable), Client ID and
PAN available in the Depository database, then such Bids are liable to be rejected;
34. However, Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event
such FPIs utilise the MIM Structure and such Bids have been made with different beneficiary account
numbers, Client IDs and DP IDs
35. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 5:00 p.m.
of the Bid/ Issue Closing Date;
36. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP
IDs, were 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 are
liable to be rejected;
37. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM;
38. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for
Anchor Investors and UPI Bidders) is submitted to a Designated Intermediary in a Bidding Centre and that
the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one
branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is
available on the website of SEBI (at www.sebi.gov.in) or such other websites as updated from time to time;
39. Ensure that you have correctly signed the authorization /undertaking box in the Bid cum Application Form,
or have otherwise provided an authorization to the SCSB or the Sponsor Bank, as applicable via the
380electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the
Bid cum Application Form at the time of submission of the Bid;
40. Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs
utilise the MIM Structure and such Bids have been made with different beneficiary account numbers, Client
IDs and DP IDs;
41. UPI Bidders Bidding through the UPI Mechanism shall ensure that details of the Bid are reviewed and
verified by opening the attachment in the UPI Mandate Request and then proceed to authorize the UPI
Mandate Request using his/her/its UPI PIN. Upon the authorization of the mandate using his/her UPI PIN,
a UPI Bidder may be deemed to have verified the attachment containing the application details of the UPI
Bidder in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorized the
Sponsor Bank to block the Bid Amount mentioned in the Bid Cum Application Form; and
42. Bids by Eligible NRIs and HUFs for a Bid Amount of less than ₹ 200,000 would be considered under the
Retail Portion, and Bids for a Bid Amount exceeding ₹ 200,000 would be considered under the Non-
Institutional Portion, for the purposes of allocation in the Issue.
The Bid cum Application Form was liable to be rejected if the above instructions, as applicable, were not complied
with. Application which were made using incorrect UPI handle or using a bank account of an SCSB or SCSBs
which is not mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated
July 26, 2019 were liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid for a Bid Amount exceeding ₹0.20 million (for Bids by RIBs) and ₹0.50 million (net of the
Employee Discount, if any) for Bids by Eligible Employees Bidding in the Employee Reservation Portion;
3. Do not submit a Bid using UPI ID, if you are not an UPI Bidder;
4. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
5. Do not Bid for a Bid Amount exceeding ₹0.20 million for Bids by RIBs and ₹0.50 million for Bids by UPI
Bidders and Eligible Employees Bidding in the Employee Reservation Portion;
6. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;
7. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock
invest;
8. Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary
only;
9. Anchor Investors should not Bid through the ASBA process;
10. Anchor Investors should submit Anchor Investor Application Form only to the BRLM
11. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the
Bidding Centres;
12. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms;
13. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
14. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
38115. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue/Issue size
and/ or investment limit or maximum number of the Equity Shares that can be held under the applicable laws
or regulations or maximum amount permissible under the applicable regulations or under the terms of the
Red Herring Prospectus;
16. Do not submit your Bid after 3.00 pm on the Bid/Issue Closing Date;
17. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/Issue Closing Date; (for online
applications) and after 12:00 p.m. on the Bid/ Issue Closing Date (for Physical Applications)
18. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;
19. Do not submit the Bid for an amount more than funds available in your ASBA account
20. In case of ASBA Bidders and UPI Bidders using UPI mechanism, do not submit more than one Bid cum
Application Form per ASBA Account or UPI ID, respectively;
21. If you are a UPI Bidder, do not submit more than one Bid cum Application Form for each UPI ID;
22. Do not submit the General Index Register (GIR) number instead of the PAN;
23. Do not Bid for a Bid Amount exceeding ₹ 200,000 (for Bids by Retail Individual Investors);
24. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member shall ensure that they do not upload any
bids above ₹ 5,00,000;
25. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide
details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar
to the Issue ;
26. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account or in the case of UPI Bidders in the UPI-linked bank account where
funds for making the Bid are available;
27. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid
Amount) at any stage, if you are a QIB or a Non-Institutional Investor. Retail Individual Investors and Eligible
Employees Bidding in the Employee Reservation Portion revise or withdraw their Bids until the Bid/Issue
Closing Date;
28. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Bidder;
29. 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;
30. 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;
31. 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);
32. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If
you are UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
33. Do not Bid on another Bid cum Application Form, as the case may be, after you have submitted a Bid to any
of the Designated Intermediaries;
34. 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;
38235. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of
an SCSB or a bank which is not mentioned in the list provided in the SEBI website is liable to be rejected;
36. Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category;
37. Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account (in
case of Bids submitted by UPI Bidders); and
38. Do not Bid if you are an OCB
Grounds for technical rejection
In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders were
requested to note that Bids could be 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 Bank);
6. ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account UPI
IDs;
7. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
8. Bids submitted without the signature of the First Bidder or sole Bidder;
9. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended
for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
11. GIR number furnished instead of PAN;
12. Bids by RIBs with Bid Amount of a value of more than ₹ 0.2 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 Investors
uploaded after 4.00 p.m. on the Bid/ Issue Closing Date, and Bids by RIBs and Eligible Employees 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 and Eligible Employees under the Employee Reservation Portion, 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.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked
through the UPI Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder were
383required to be compensated in accordance with applicable law. Further, Investors were required to be entitled to
compensation in the manner specified in the March 2021 Circular, in case of delays in resolving investor
grievances in relation to blocking/unblocking of funds. Further, helpline details of the BRLM pursuant to the
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 see, “General Information – Details of the
Book Running Lead Manager” on page 87.
Further, in case of any pre-Issue or post-Issue related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors could reach out the Company Secretary and Compliance Officer. For details of
the Company Secretary and Compliance Officer, please see “General Information” on page 86.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding four Working Days from the Bid/Issue Closing Date, the Bidder were required to be
compensated at a uniform rate of ₹100 per day for the entire duration of delay exceeding four Working Days from
the Bid/Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book
Running Lead Manager shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Stock Exchanges, along with the BRLM and the Registrar to the Issue, shall
ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure
specified in SEBI ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any allotment in excess of the Equity Shares offered through the Issue through the
Offer Document 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 applicants other than to the RIBs 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 category, and the remaining available shares, if any, shall be allotted on a proportionate basis.
The Allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot,
subject to the availability of shares in Retail Individual Investor category, and the remaining available shares, if
any, shall be allotted on a proportionate basis. Not less than 15% of the Issue shall be available for allocation to
Non-Institutional Bidders. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-
Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional
Bidders shall be reserved for applicants with an application size of more than ₹ 0.20 million and up to ₹ 1.00
million, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants
with an application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either of the
aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-Institutional
Bidders. The allotment to each Non-Institutional Bidder shall not be less than the Minimum NIB Application Size,
subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares
Payment into Anchor Investor Escrow Account
Our Company, in consultation with the BRLM, in their absolute discretion, decided the list of Anchor Investors
to whom the CAN was sent, pursuant to which, the details of the Equity Shares allocated to them in their respective
names was notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into
the Anchor Investor Escrow Account were required to be drawn in favour of:
(a) In case of resident Anchor Investors: “SHRINGAR HOUSE OF MANGALSUTRA LIMITED ANCHOR-R
ACCOUNT”
384(b) In case of Non-Resident Anchor Investors: “SHRINGAR HOUSE OF MANGALSUTRA LIMITED
ANCHOR-NR ACCOUNT”
Anchor Investors were required to note that the escrow mechanism is not prescribed by SEBI and has been
established as an arrangement between our Company, the Syndicate, the Bankers to the Issue and the Registrar to
the Issue to facilitate collections from Anchor Investors.
Pre-Issue and Price Band Advertisement
Subject to Section 30 of the Companies Act, our Company had, after filing the Red Herring Prospectus with the
RoC, published a pre-Issue advertisement and Price Band Advertisment, in the form prescribed by the SEBI ICDR
Regulations, advertised in all editions of Business Standard (a widely circulated English national daily
newspaper), all editions of Business Standard (a widely circulated Hindi national daily newspaper) and Mumbai
editions of Navshakti (a widely circulated Marathi daily newspaper, Marathi being the regional language of
Maharashtra, where our Registered Office is located)
In the pre-Issue advertisement and Price Band Advertisment, we were required to state the Bid/Issue Opening
Date and the Bid/Issue Closing Date. This advertisement, 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
The Allotment advertisement was uploaded on the websites of our Company, BRLM and Registrar to the Issue,
before 9 p.m. IST, on the date of receipt of the final listing and trading approval from the Stock Exchanges,
provided such final listing and trading approval from all the Stock Exchanges is received prior to 9:00 p.m. IST
on that day. In an event, if final listing and trading approval from the Stock Exchanges is received post 9:00 p.m.
IST on that date, then the Allotment Advertisement shall be uploaded on the websites of our Company, BRLM
and Registrar to the Issue, following the receipt of final listing and trading approval from all the Stock Exchanges.
Our Company, the Book Running Lead Manager and the Registrar shall publish an advertisement in relation to
Allotment before commencement of trading, disclosing the date of commencement of trading of the Equity Shares,
advertised in all editions of Business Standard (a widely circulated English national daily newspaper), all editions
of Business Standard (a widely circulated Hindi national daily newspaper) and Mumbai editions of Navshakti (a
widely circulated Marathi daily newspaper, Marathi being the regional language of Maharashtra, where our
Registered Office is located)
The above information was 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 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 Filing with the RoC
Our Company, the Underwriters, and the Registrar to the Issue has entered into an Underwriting Agreement after
the finalisation of the Issue Price, but prior to the filing of this Prospectus. . After signing the Underwriting
Agreement, this Prospectus will be filed with the RoC in accordance with applicable law. This Prospectus contain
details of the Issue Price, the Anchor Investor Issue Price, Issue size, and underwriting arrangements and is
complete in all material respects.
Undertakings by our Company
Our Company undertakes the following:
• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders
(including Anchor Investor Application Form from Anchor Investors);
• the complaints received in respect of the Issue shall be attended to by our Company expeditiously and
satisfactorily;
385• 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 of
the Bid/Issue Closing Date or such other period as may be prescribed by the SEBI or under any 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, the
SEBI ICDR Regulations and applicable law for the delayed period;
• it shall not issue any incentive, whether direct or indirect, in any manner, whether in cash or kind or services
or otherwise to the Bidder for making a Bid in the Issue, and shall not make any payment, direct or indirect,
in the nature of discounts, commission, allowance or otherwise to any person who makes a Bid in the Issue,
except for fees or commission for services rendered in relation to the Issue;
• the funds required for making refunds (to the extent applicable) 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;
• If our Company in consultation with the Book Running Lead Manager withdraw the Issue after the Bid/Issue
Closing Date but prior to Allotment and the reason thereof shall be given by our Company as a public notice
within two days of the Bid/Issue Closing Date. The public notice shall be issued in the same newspapers
where the pre-Issue advertisements were published. The Stock Exchanges shall be informed promptly;
thereafter determines that it will proceed with a issue of the Equity Shares, our Company shall file a fresh
draft red herring prospectus with SEBI.
• 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;
• Our Company shall not have any recourse to the proceeds of the Fresh Issue until final listing and trading
approvals have been received from the Stock Exchanges
• Except for the Equity Shares to be allotted pursuant to the Issue no further Issue of Equity Shares shall be
made till the Equity Shares offered through the Prospectus are listed or until the Bid monies are unblocked
in ASBA Account/refunded on account of non-listing, under-subscription, etc.
Utilisation of Issue Proceeds
Our Board confirm 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 and the details of
all monies utilised out of the Issue shall be disclosed, and continued to be disclosed till the time any part of the
Issue proceeds remain unutilised, under an appropriate head in the balance sheet of our Company indicating the
purpose for which such monies have been utilised. Details of all monies unutilised, shall be disclosed under an
appropriate head in the balance sheet of our Company indicating the from in which such unutilised monies have
been invested. Our Company confirms 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.
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:
386(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 ₹ 1.00
million or 1% of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall
not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in
the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such
term shall not be less than three years.) Further, where the fraud involves an amount less than ₹ 1.00 million or
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 ₹ 5.00 million or with both.
387RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is
freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the
foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the
concerned ministries/departments are responsible for granting approval for foreign investment
The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government
of India, earlier known as Department of Industrial Policy and Promotion (“DPIIT”) issued the Consolidated FDI
Policy Circular of 2020 (“FDI Policy”) by way of circular bearing number DPIIT file number 5(2)/2020-
FDIPolicy dated October 15, 2020, which with effect from October 15, 2020, consolidates and supersedes all
previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect as
on October15, 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.
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 Takeover Regulations; (ii) the non-resident shareholding is
within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed
by the SEBI/RBI. For further details of the aggregate limit for investments by NRIs and FPIs in our Company,
please see “Issue Procedure” on page 363. As per the existing policy of the Government of India, OCBs cannot
participate in this Issue.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the
FEMA Non-Debt Instruments Rules, has been amended to state that any investment, subscription, purchase or
sale of equity instruments by entities of a country which shares land border with India or where the beneficial
owner of an investment into India is situated in or is a citizen of any such country, will require prior approval of
the Government of India, as prescribed in the 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 of India. Pursuant to
the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral bank
or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country
be treated as the beneficial owner of the investments of such bank of fund in India. Further, in accordance with
the amendment to the Companies (Share Capital and Debentures) Rules, 2014 pursuant to notification dated May
4, 2022 issued by Ministry of Corporate Affairs, a declaration shall be inserted in the share transfer form
stipulating whether government approval shall be required to be obtained under Foreign Exchange Management
(Non-debt Instruments) Rules, 2019 prior to transfer of shares, as applicable. Each Bidder should seek independent
legal advice about its ability to participate in the 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
to the Issue in writing about such approval along with a copy thereof within the Issue Period.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state
securities laws in the United States, and unless so registered, and may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity
Shares are being offered and sold outside the United States in offshore transactions in reliance on
Regulation S and the applicable laws of each jurisdictions where such offers and sales are made. The Equity
Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be issued or sold, and Bids may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company and the Book Running Lead Manager
are not liable for any amendments or modification or changes in applicable laws regulations, which may occur
after the date of this Prospectus. Bidders are advised to make their independent investigations and ensure that the
number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.
388SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION
THE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
SHRINGAR HOUSE OF MANGALSUTRA LIMITED*
Sr. No Particulars
1. The regulations contained in the Table marked ‘F’ in Schedule I to the Table F not
Companies Act, 2013 shall not apply to the Company, except in so far applicable.
as the same are repeated, contained or expressly made applicable in
these Articles or by the said Act, which shall be the regulations for the
management of the company.
Interpretation Clause
2. In the interpretation of these Articles the following expressions shall
have the following meanings unless repugnant to the subject or context:
(a) "The Act" means the Companies Act, 2013 and includes any Act
statutory modification or re-enactment thereof for the time being
in force.
(b) “Articles” or “These Articles” means Articles of Association for Articles
the time being in force or as may be altered from time to time vide
Special Resolution.
(c) “Auditors" means and includes those persons appointed as such Auditors
for the time being of the Company.
(d) “Board" means The Board of Directors of our Company, and Board
where applicable or implied by context, includes or a duly
constituted committee thereof
(e) "Capital" means the share capital for the time being raised or Capital
authorized to be raised for the purpose of the Company.
(f) “The Company” shall mean “SHRINGAR HOUSE OF Company
MANGALSUTRA LIMITED*”
(g) Article headings are for convenience only and shall not affect the Headings
construction of these Articles.
(h) The terms “writing” or “written” include printing, typewriting, In Writing and
lithography, photography and any other mode or modes Written
(including electronic mode) of representing or reproducing words
in a legible and non-transitory form.
(i) The independent Directors of our Company, appointed as per the Independent Directors
Companies Act, 2013 and the SEBI Listing Regulations.
(j) Words importing the singular include the plural and vice versa, Interpretation
pronouns importing a gender include each of the masculine,
feminine and neuter genders, and where a word or phrase is
defined, other parts of speech and grammatical forms of that word
or phrase shall have the corresponding meanings.
(k) The marginal notes hereto shall not affect the construction Marginal notes
thereof.
(l) “Meeting” or “General Meeting” means a meeting of members. Meeting or General
Meeting
(m) “Memorandum” or “MoA” means Memorandum of Association Memorandum
for the time being in force or as may be altered from time to time.
(n) "Month" means a calendar month. Month
*Subject to approval of Central Government and pursuant to shareholders special resolution dated 02nd
December, 2024, the Status of the Company has been changed from Private Limited Company to Public Limited
Company and accordingly name of the Company has been changed from “SHRINGAR HOUSE OF
MANGALSUTRA PRIVATE LIMITED” to “SHRINGAR HOUSE OF MANGALSUTRA LIMITED and Articles of
Association of the Company altered as applicable to Public Limited Company.
389(o) "Annual General Meeting" means a General Meeting of the Annual General
Members held in accordance with the provision of section 96 of Meeting
the Act.
(p) "Extra-Ordinary General Meeting" means an Extraordinary Extra-Ordinary
General Meeting of the Members duly called and constituted and General Meeting
any adjourned holding thereof.
(q) “National Holiday” means and includes a day declared as National Holiday
National Holiday by the Central Government.
(r) “Non-retiring Directors” means a director not subject to Non-retiring Directors
retirement by rotation.
(s) "Office” means the registered Office for the time being of the Office
Company.
(t) “Ordinary Resolution” and “Special Resolution” shall have the Ordinary and Special
meanings assigned thereto by Section 114 of the Act. Resolution
(u) “Person" shall be deemed to include corporations and firms as Person
well as individuals.
(v) “Promoters” means a person : Promoters and
(a) who has been named as such in a prospectus or is identified by Promoter Group
the company in the annual return;
(b) who has control over the affairs of the company, directly or
indirectly whether as a shareholder, director or otherwise; or
(c) in accordance with whose advice, directions or instructions the
Board of Directors of the company is accustomed to act.
Provided that nothing contained in sub-clause (c) shall apply to a
person who is acting merely in a professional capacity.
“Promoter Group” means Individuals and entities constituting the
promoter group of our Company in terms of SEBI ICDR
Regulations
(w) “The Register of Members” means the Register of Members to be Register of Members
kept pursuant to Section 88(1)(a)of the Act.
(x) “SEBI” means Securities and Exchange Board of India SEBI
(y) “SEBI ICDR Regulations” means Securities and Exchange Board SEBI ICDR
of India (Issue of Capital and Disclosure Requirements) Regulations
Regulations 2018
(z) “SEBI Listing Regulations” means Securities and Exchange SEBI Listing
Board of India (Listing Obligations and Disclosure Regulations
Requirements) Regulations, 2015 and includes any statutory
modification or re-enactment thereof for the time being in force.
(aa) “Share” means a share in the share capital of the Company and Share
includes stock.
(bb) “These presents” means the Memorandum of Association and the These presents
Articles of Association as originally framed or as altered from
time to time.
(cc) “Year” means the calendar year and “Financial Year” shall have Year and Financial
the meaning assigned thereto by Section 2(41) of the Act. Year
Unless the context otherwise requires, words or expressions contained Expressions in the Act
in these regulations, shall bear the same meaning as in the Act or to bear the same
Securities and Exchange Board of India Act, 1992 or Securities meaning in Articles
Contracts (Regulation) Act, 1956 (including Rules and Regulations
made thereunder) and including any statutory modification thereof in
force at the date at which these Articles become binding on the
company.
CAPITAL
3. a) The Authorized Share Capital of the Company shall be such Authorized Capital.
amount as may be mentioned in Clause V of Memorandum of
Association of the Company from time to time.
390(b) Subject to the provisions of the Act, the Company may at any time
issue Equity Shares with differential rights as to dividend, voting
or otherwise.
4. The Company may in a General Meeting from time to time by Ordinary Increase of capital by
Resolution increase its capital by creation of new shares which may be the Company how
unclassified and may be classified at the time of issue in one or more carried into effect
classes and of such amount or amounts as may be deemed expedient.
The new shares shall be issued upon such terms and conditions and with
such rights and privileges annexed thereto as the resolution shall
prescribe and in particular, such shares may be issued with a preferential
or qualified right to dividends and in the distribution of assets of the
Company and with a right of voting at General Meeting of the Company
in conformity with provisions of the Act. Whenever the capital of the
Company has been increased under the provisions of this Article, the
Directors shall comply with the provisions of section 64 of the Act.
5. Except so far as otherwise provided by the conditions of issue or by New Capital same as
these Presents, any Capital raised by the creation of new shares shall be existing capital
considered as part of the existing Capital, and shall be subject to the
provisions herein contained, with reference to the payment of calls and
instalments, forfeiture, lien, surrender, transfer and transmission, voting
and otherwise.
6. Subject to the provisions of the Act and these Articles, the Board of Redeemable
Directors may issue redeemable preference shares to such persons, on Preference Shares
such terms and conditions and at such times as Directors think fit either
at premium or at par, and with full power to give any person the option
to call for or be allotted shares of the company either at premium or at
par, such option being exercisable at such times and for such
consideration as the Board thinks fit.
7. The holder of Preference Shares shall have a right to vote only on Voting rights of
Resolutions, which directly affect the rights attached to his Preference preference shares
Shares.
8. On the issue of redeemable preference shares under the provisions of Provisions to apply on
Article 7 hereof , the following provisions-shall take effect: issue of Redeemable
Preference Shares
(a) No such shares shall be redeemed except out of profits of which
would otherwise be available for dividend or out of proceeds of a
fresh issue of shares made for the purpose of the redemption;
(b) No such shares shall be redeemed unless they are fully paid;
(c) Where such shares are proposed to be redeemed out of profits of
the Company, there shall, out of such profits, be transferred, a sum
equal to the nominal amount of the shares to be redeemed, to a
reserve, to be called the Capital Redemption Reserve Account,
and the provisions of this Act relating to reduction of share capital
of a company shall, except as provided in section 55 of the Act,
apply as if the Capital Redemption Reserve Account were paid-
up share capital of the company; and
(d) Subject to section 55(2)(d)(i) of the Act, the premium, if any
payable on redemption shall have been provided for out of the
profits of the Company or out of the Company's security premium
account, before the shares are redeemed.
(e) Subject to the provisions of Section 55 of the Act, the redemption
of preference shares hereunder may be effected in accordance
with the terms and conditions of their issue and in the absence of
any specific terms and conditions in that behalf, in such manner
as the Board may think fit. The reduction of Preference Shares
under the provisions by the Company shall not be taken as
reducing the amount of its Authorized Share Capital.
9. The Company may, subject to the applicable provisions of the Act, from Reduction of capital
time to time by a Special Resolution reduce:
(a) its share capital;
391(b) any capital redemption reserve account; or
(c) any security premium account
in any manner for the time being, authorized by law. This Article is not
to derogate from any power the Company would have, if it were
omitted.
10. Any debentures, debenture-stock or other securities may be issued at a Debentures
discount, premium or otherwise and may be issued on condition that
they shall be convertible into shares of any denomination and with any
privileges and conditions as to redemption, surrender, drawing,
allotment of shares, attending (but not voting) at the General Meeting,
appointment of Directors and otherwise. Debentures with the right to
conversion into or allotment of shares shall be issued only with the
consent of the Company in the General Meeting by a Special
Resolution.
11. The Company may exercise the powers of issuing sweat equity shares Issue of Sweat Equity
conferred by Section 54 of the Act, subject to such conditions as may Shares
be specified in that section and relevant rules framed thereunder.
12. The Company may issue shares to employees including its directors ESOP
other than independent directors and such other persons as the rules may
allow, under Employee Stock Option Scheme (ESOP) or any other
scheme, if authorized by a Special Resolution of the Company in a
General Meeting subject to the provisions of the Act, the rules and other
applicable laws for the time being in force, by whatever name called.
13. Notwithstanding anything contained in these articles but subject to the Buy Back of shares
provisions of sections 68 to 70 and any other applicable provision of the
Act or any other law for the time being in force, the company may
purchase its own shares or other specified securities.
14. Subject to the provisions of Section 61 of the Act, the Company in Consolidation, Sub-
general meeting may, from time to time, sub-divide or consolidate all or Division And
any of the share capital into shares of larger amount than its existing Cancellation
share or sub-divide its shares, or any of them into shares of smaller
amount than is fixed by the Memorandum; subject nevertheless, to the
provisions of Section 61 of the Act;
Subject as aforesaid the Company in general meeting may also cancel
shares which have not been taken or agreed to be taken by any person
and diminish the amount of its share capital by the amount of the shares
so cancelled.
15. Subject to compliance with applicable provisions of the Act and rules Issue of Depository
framed thereunder, the Company shall have power to issue depository Receipts
receipts in any foreign country.
MODIFICATION OF CLASS RIGHTS
16. (a) If at any time the share capital, by reason of the issue of Preference Modification of rights
Shares or otherwise is divided into different classes of shares, all or any
of the rights, privileges attached to each class (unless otherwise
provided by the terms of issue of the shares of that class) may, subject
to the provisions of the Act and whether or not the Company is being
wound-up, be varied, or modified, with the consent in writing of the
holders of not less than three-fourths of the issued shares of that class or
with the sanction of a Special Resolution passed at a separate General
Meeting of the holders of the issued shares of that class. The provisions
of these Articles relating to General Meetings shall mutatis mutandis
apply to every such separate class of meeting.
Provided that if variation by one class of shareholders affects the rights
of any other class of shareholders, the consent of three-fourths of such
other class of shareholders shall also be obtained and the provisions of
section 48 of the Act shall apply to such variation.
39217. The rights conferred upon the holders of the Shares (including New Issue of Shares
Preference Share, if any) of any class issued with preferred or other not to affect rights
rights or privileges shall, unless otherwise expressly provided by the attached to existing
terms of the issue of shares of that class, be deemed not to be modified, shares of that class.
commuted, affected, abrogated, dealt with or varied by the creation or
issue of further shares ranking pari passu therewith.
18. Subject to the provisions of the Act and these Articles, the shares in the Shares at the disposal
capital of the Company for the time being shall be under the control of of the Directors.
the directors who may create, issue, allot or otherwise dispose of the
same or any of them to such persons, in such proportion and on such
terms and conditions and either at a premium or at par and at such time
as they may from time to time think fit and with the sanction of the
Company in the General Meeting give to any person or persons the
option or right to call for any shares either at par or premium during
such time and for such consideration as the directors think fit, and may
issue and allot shares in the capital of the Company on payment in full
or part of any property sold and transferred or for any services rendered
to the company in the conduct of its business and any shares which may
so be allotted may be issued as fully paid up shares and if so issued,
shall be deemed to be fully paid shares.
19. The Company may issue shares or other securities in any manner Power to issue shares
whatsoever including by way of a preferential offer, to any persons on preferential basis.
whether or not those persons include the persons referred to in clause
(a) or clause (b) of sub-section (1) of section 62, subject to compliance
with section 42 and 62 of the Act and rules framed thereunder.
20. The shares in the capital shall be numbered progressively according to Shares should be
their several denominations, and except in the manner hereinbefore Numbered
mentioned no share shall be sub-divided. Every forfeited or surrendered progressively and no
share shall continue to bear the number by which the same was share to be
originally distinguished. subdivided.
This Article shall not be applicable to shares held in dematerialized form
pursuant to provisions of the Depositories Act 1996 and rules and
regulations framed thereunder.
21. An application signed by or on behalf of an applicant for shares in the Acceptance of Shares.
Company, followed by an allotment of any shares therein, shall be an
acceptance of shares within the meaning of these Articles, and every
person who thus or otherwise accepts any shares and whose name is on
the Register shall for the purposes of these Articles, be a Member.
22. Subject to the provisions of the Act and these Articles, the Directors Directors may allot
may allot and issue shares in the Capital of the Company as payment or shares as full paid-up
part payment for any property (including goodwill of any business) sold
or transferred, goods or machinery supplied or for services rendered to
the Company for the conduct of its business and any shares which may
be so allotted may be issued as fully paid-up or partly paid-up otherwise
than in cash, and if so issued, shall be deemed to be fully paid-up or
partly paid-up shares as aforesaid.
23. The monies (if any), which the Board shall, on the allotment of any Deposit and call etc. to
shares being made by them, require or direct to be paid by way of be a debt payable
deposit, call or otherwise, in respect of any shares allotted by them shall immediately.
become a debt due to and recoverable by the Company from the allottee
thereof, and shall be paid by him, accordingly.
If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due
shall pay interest thereon from the day appointed for payment thereof to
the time of actual payment at ten per cent. per annum or at such lower
rate, if any, as the Board may determine.
24. Every Member, or his heirs, executors, administrators, or legal Liability of Members.
representatives, shall pay to the Company the portion of the Capital
393represented by his share or shares which may, for the time being, remain
unpaid thereon, in such amounts at such time or times, and in such
manner as the Board shall, from time to time in accordance with the
Company’s regulations, require on date fixed for the payment thereof.
25. Shares may be registered in the name of any limited company or other Registration of Shares.
corporate body but not in the name of a firm, an insolvent person or a
person of unsound mind.
DEMATERIALIZATION OF SECURITIES
26. Definitions:
For the purposes of this Article:
a) “Beneficial Owner” means a person whose name is recorded as
such with a Depository;
b) “Depository” means a company formed and registered under the
Companies Act, 2013, or any previous law, and which has been
granted a certificate of registration to act as a depository under the
Securities and Exchange Board of India Act, 1992 and the rules and
regulations made thereunder.
27. Notwithstanding anything contained in these Articles, the Company Securities in
shall be entitled to dematerialize its securities and to offer such dematerialized form
securities in a dematerialized form pursuant to the Depositories Act,
1996.
However, the Company shall issue securities in dematerialised form
only, in the following cases / while processing the following requests:
(i) Issue of duplicate share certificates;
(ii) Claim from unclaimed suspense account;
(iii) Renewal / exchange of securities certificate;
(iv) Endorsement;
(v) Sub-division / splitting of securities certificate;
(vi) Consolidation of securities certificates / folios;
(vii) Transmission;
(viii) Transposition.
28. Subject to compliance of Article 28 stated above, every person Option for investors
subscribing to securities offered by the Company shall have the option
to receive security certificates or to hold the securities with a
Depository. Such person who is the beneficial owner of the securities
can at any time opt out of a depository, if permitted by the law, in respect
of any security in the manner provided by the Depositories Act, 1996
and the Company shall, in the manner and within the time prescribed,
issue to a beneficial owner the required certificates of securities.
If a person opts to hold his security with a Depository, the Company
shall intimate such Depository the details of allotment of the Security,
and on receipt of the information, the Depository shall enter in its
records the name of the allottee as the beneficial owner of the security.
29. (i) Every person holding shares of the Company and whose name is Beneficial
entered as the Beneficial Owner in the records of the Depository Owner deemed
shall be deemed to be a shareholder of the Company. as absolute
(ii) The Beneficial Owner of securities, shall, in accordance with the owner
provisions of these Articles and the Act, be entitled to all the rights
and be subject to all liabilities in respect of his securities, which
are held by the Depository.
(iii) Where a share is held in depository form, the record of the
depository is the prima facie evidence of the interest of the
Beneficial Owner.
394Except as ordered by a court of competent jurisdiction or as may be
required by law and subject to the applicable provisions of the Act, the
Company shall be entitled to treat the person whose name appears as the
Beneficial Owner of any share in the records of the Depository as the
absolute owner thereof as regards receipt of dividends or bonus on
shares, interest / premium on debentures and other securities and
repayment thereof or for service of notices and all / any other matters
connected with the Company.
30. All securities held by a Depository shall be dematerialized and be in Securities in
fungible form. Nothing contained in sections 89 and 187 of the Act shall depositories to be in
apply to a Depository in respect of the securities held by it on behalf of fungible form
the beneficial owners
31. (i) Notwithstanding anything to the contrary contained in the Act or Depository shall
these Articles, a Depository shall be deemed to be a Registered Owner be deemed to be
for the purposes of effecting transfer of ownership of securities on a registered owner
behalf of the Beneficial Owner;
(ii) Save as otherwise provided in Article 32(i) above, the Depository as
a Registered Owner shall not have any voting rights or any other rights
in respect of the securities held by it.
(iv) Every person holding securities of the Company and whose name
is entered as the beneficial owner in the records of the Depository
shall be deemed to be a Member of the Company. The beneficial
owner of securities shall be entitled to all the rights and benefits
and be subject to all the liabilities in respect of his securities
which are held by a Depository.
32. The Register and Index of Beneficial Owners by a Depository under the The Register and
Depositories Act, 1996 shall be deemed to be the Register and Index of Index of
Members and Security holders for the purposes of the Act and these Beneficial Owners
Articles. by a Depository
under the
Depositories Act.
33. Notwithstanding anything contained in the Act, or these Articles to the Service of documents
contrary, where securities are held in a Depository, the records of the
beneficial ownership may be served by such Depository on the
Company by means of electronic mode.
34. Notwithstanding anything contained in the Act, or these Articles, where Allotment of securities
securities are dealt with by a Depository, the Company shall intimate dealt with in a
the details thereof to the Depository immediately on allotment of such Depository
securities.
35. Nothing contained in the Act or these Articles regarding the necessity Distinctive number of
of having distinctive numbers for securities issued by the Company securities held in a
shall apply to securities held with Depository. Depository
RETURN ON ALLOTMENTS TO BE MADE OR
RESTRICTIONS ON ALLOTMENT
36. The Board shall observe the restrictions as regards allotment of shares
to the public, and as regards return on allotments contained in section
39 of the Act.
CERTIFICATES
37. (a) Every member shall be entitled, without payment, to one or more Share Certificates
certificates in marketable lots, for all the shares of each class or
denomination registered in his name, or if the Directors so
approve (upon paying such fee as provided in the relevant laws)
to several certificates, each for one or more of such shares. Every
certificate of shares shall be under the seal of the company and
shall specify the number and distinctive numbers of shares in
respect of which it is issued and amount paid-up thereon and shall
be in such form as the directors may prescribe or approve,
provided that in respect of a share or shares held jointly by several
persons, the company shall not be bound to issue more than one
395certificate and delivery of a certificate of shares to one of several
joint holders shall be sufficient delivery to all such holder. Every
such certificate shall be issued under the seal of the Company,
which shall be affixed in the presence of two Directors or persons
acting on behalf of the Directors under a duly registered power of
attorney and the Secretary or some other person appointed by the
Board for the purpose and two Directors or their attorneys and the
Secretary or other person shall sign the share certificate, provided
that if the composition of the Board permits of it, at least one of
the aforesaid two Directors shall be a person other than a
Managing or whole-time Director. Particulars of every share
certificate issued shall be entered in the Register of Members
against the name of the person, to whom it has been issued,
indicating the date of issue.
(b) Any two or more joint allottees of shares shall, for the purpose of
this Article, be treated as a single member, and the certificate of
any shares which may be the subject of joint ownership, may be
delivered to anyone of such joint owners on behalf of all of them.
For any further certificate the Board shall be entitled, but shall not
be bound, to prescribe a charge not exceeding Rupees Fifty. The
Company shall comply with the provisions of Section 39 of the
Act.
(c) A Director may sign a share certificate by affixing his signature
thereon by means of any machine, equipment or other mechanical
means, such as engraving in metal or lithography, but not by
means of a rubber stamp provided that the Director shall be
responsible for the safe custody of such machine, equipment or
other material used for the purpose.
38. (a) If any share stands in the names of two or more persons, the person The first named joint
first named in the Register shall as regard receipts of dividends or bonus holder deemed Sole
or service of notices and all or any other matter connected with the holder.
Company except voting at meetings, and the transfer of the shares, be
deemed sole holder thereof but the joint-holders of a share shall be
severally as well as jointly liable for the payment of all calls and other
payments due in respect of such share and for all incidentals thereof
according to the Company’s regulations.
(b) The Company shall not be bound to register more than three persons Maximum number of
as the joint holders of any share, except in the case of executors or joint holders.
trustees of a deceased member.
39. Except as ordered by a Court of competent jurisdiction or as by law Company not bound
required, the Company shall not be bound to recognise any equitable, to recognise any
contingent, future or partial interest in any share, or (except only as is interest in share other
by these Articles otherwise expressly provided) any right in respect of than that of registered
a share other than an absolute right thereto, in accordance with these holders.
Articles, in the person from time to time registered as the holder thereof
but the Board shall be at liberty at its sole discretion to register any share
in the joint names of any two or more persons or the survivor or
survivors of them.
40. If by the conditions of allotment of any share the whole or part of the Instalment on shares
amount or issue price thereof shall be payable by instalment, every such to be duly paid.
instalment shall when due be paid to the Company by the person who
for the time being and from time to time shall be the registered holder
of the share or his legal representative.
UNDERWRITING AND BROKERAGE
41. Subject to the applicable provisions of the Act, the Company may at any Commission
time pay a commission to any person in consideration of his subscribing
or agreeing, to subscribe (whether absolutely or conditionally) for any
shares or debentures in the Company, or procuring, or agreeing to
396procure subscriptions (whether absolutely or conditionally) for any
shares or debentures in the Company in accordance with the provisions
of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
42. The Company may pay, on any issue of shares and debentures, such Brokerage
brokerage as may be reasonable and lawful.
CALLS
43. (1) The Board may, from time to time, subject to the terms on which Directors may make
any shares may have been issued and subject to the conditions of calls
allotment, by a resolution passed at a meeting of the Board and not
by a circular resolution, make such calls as it thinks fit, upon the
Members in respect of all the monies unpaid on the shares held by
them respectively and each Member shall pay the amount of every
call so made on him to the persons and at the time and places
appointed by the Board.
(2) A call may be revoked or postponed at the discretion of the Board.
(3) A call may be made payable by instalments.
44. Fifteen (15) days’ notice in writing of any call shall be given by the Notice of Calls
Company specifying the time and place of payment, and the person or
persons to whom such call shall be paid.
45. A call shall be deemed to have been made at the time when the Calls to date from
resolution of the Board of Directors authorising such call was passed resolution.
and may be made payable by the members whose names appear on the
Register of Members on such date or at the discretion of the Directors
on such subsequent date as may be fixed by Directors.
46. Whenever any calls for further share capital are made on the shares of a Calls on uniform
class, such calls shall be made on uniform basis on all shares falling basis.
under that class.
For the purposes of this Article shares of the same nominal value on
which different amounts have been paid up shall not be deemed to fall
under the same class.
47. The Board may, from time to time, at its discretion, extend the time Directors may extend
fixed for the payment of any call and may extend such time as to all or time.
any of the members who on account of the residence at a distance or
other cause, which the Board may deem fairly entitled to such extension,
but no member shall be entitled to such extension save as a matter of
grace and favour.
48. If any Member fails to pay any call due from him on the day appointed Calls to carry interest.
for payment thereof, or any such extension thereof as aforesaid, he shall
be liable to pay interest on the same from the day appointed for the
payment thereof to the time of actual payment at such rate as shall from
time to time be fixed by the Board not exceeding 10% per annum but
nothing in this Article shall render it obligatory for the Board to demand
or recover any interest from any such member.
49. If, by the terms of issue of any share or otherwise, any amount is made Sums deemed to be
/ becomes payable at any fixed time or by instalments at fixed time calls.
(whether on account of the nominal value of the share or by way of
premium), every such amount or instalment shall be payable as if it were
a call duly made by the directors and of which due notice has been given
and all the provisions herein contained in respect of calls shall apply to
such amount or instalment accordingly.
50. On the trial or hearing of any action or suit brought by the Company Proof on trial of suit
against any Member or his representatives for the recovery of any for money due on
money claimed to be due to the Company in respect of his shares, it shares.
shall be sufficient to prove that the name of the Member in respect of
whose shares the money is sought to be recovered, appears entered on
the Register of Members as the holder, or one of the holders at or
subsequent to the date at which the money is sought to be recovered is
alleged to have become due on the shares; that the resolution making
the call is duly recorded in the minute book, and that the notice of such
397call was duly given to the shareholder or his representative so sued in
pursuance of these Articles; and it shall not be necessary to prove the
appointment of the directors who made such call nor that the quorum of
the directors was present at the Board at which the call was made, nor
that the meeting at which any call was made was duly convened or
constituted nor any other matters whatsoever; but the proof of the
matters shall be conclusive evidence of the debt and the same shall be
recovered by the Company against the shareholder or his representative
from whom it is ought to be recovered, unless it shall be proved, on
behalf of such shareholder or his representatives against the Company
that the name of such shareholder or his representative was improperly
inserted in the Register of Members or that the money sought to be
recovered has actually been paid.
51. The Company may enforce a forfeiture of shares as provided hereinafter Judgment, decree,
notwithstanding the following: (i) a judgment or decree in favour of the partial payment motto
Company for calls or other money due in respect of any share; (ii) part proceed for forfeiture.
payment or satisfaction of any calls or money due in respect of such
judgment or decree; (iii) the receipt by the Company of a portion of any
money which shall be due from any shareholder to the Company in
respect of his shares; and (iv) any indulgence granted by the Company
in respect of the payment of any such money.
52. (a) The Board may, if it thinks fit, receive from any Member willing Payments in
to advance the same, the whole or any part of the amounts of his Anticipation of calls
respective shares beyond the sums actually called up and upon the may carry interest
monies so paid in advance, or upon so much thereof, from time to
time, and at any time thereafter as exceeds the amount of the calls
then made upon and due in respect of the shares on account of
which such advances are made, the Board may pay or allow
interest, at such rate as the member paying the sum in advance and
the Board agree upon. The Board may agree to repay at any time,
any amount so advanced or may at any time repay the same upon
giving to the Member three months’ notice in writing: provided
that monies paid in advance of calls on shares may carry interest
but shall not confer a right to dividend or to participate in profits.
(b) No Member paying any such sum in advance shall be entitled to
voting rights in respect of the monies so paid by him until the same
would but for such payment become presently payable.
The provisions of this Article shall mutatis mutandis apply to calls on
debentures issued by the Company.
LIEN
53. The Company shall have a first and paramount lien upon all the Company to have Lien
shares/debentures (other than fully paid-up shares/debentures) on shares.
registered in the name of each member (whether solely or jointly with
others) and upon the proceeds of sale thereof for all monies (whether
presently payable or not) called or payable at a fixed time in respect of
such shares/debentures and no equitable interest in any share shall be
created except upon the footing and condition that this Article will have
full effect. And such lien shall extend to all dividends and bonuses from
time to time declared in respect of such shares/debentures. Unless
otherwise agreed the registration of a transfer of shares/debentures shall
operate as a waiver of the Company’s lien if any, on such
shares/debentures. The Directors may at any time declare any
shares/debentures wholly or in part to be exempt from the provisions of
this clause.
54. For the purpose of enforcing such lien the Directors may sell the shares As to enforcing lien by
subject thereto in such manner as they shall think fit, but no sale shall sale.
be made until such period as aforesaid shall have arrived and until notice
in writing of the intention to sell shall have been served on such member
or the person (if any) entitled by transmission to the shares and default
398shall have been made by him in payment, fulfillment of discharge of
such debts, liabilities or engagements for seven days after such notice.
To give effect to any such sale the Board may authorise some person to
transfer the shares sold to the purchaser thereof and purchaser shall be
registered as the holder of the shares comprised in any such transfer.
Upon any such sale as the Certificates in respect of the shares sold shall
stand cancelled and become null and void and of no effect, and the
Directors shall be entitled to issue a new Certificate or Certificates in
lieu thereof to the purchaser or purchasers concerned.
55. The net proceeds of any such sale shall be received by the Company and Application of
applied in or towards payment of such part of the amount in respect of proceeds of sale.
which the lien exists as is presently payable and the residue, if any, shall
(subject to 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.
FORFEITURE AND SURRENDER OF SHARES
56. If any Member fails to pay the whole or any part of any call or instalment If call or instalment
or any monies due in respect of any shares either by way of principal or not paid, notice may
interest on or before the day appointed for the payment of the same, the be given.
Directors may, at any time thereafter, during such time as the call or
instalment or any part thereof or other monies as aforesaid remains
unpaid or a judgment or decree in respect thereof remains unsatisfied in
whole or in part, serve a notice on such Member or on the person (if
any) entitled to the shares by transmission, requiring him to pay such
call or instalment of such part thereof or other monies as remain unpaid
together with any interest that may have accrued and all reasonable
expenses (legal or otherwise) that may have been accrued by the
Company by reason of such non-payment.
Provided that no such shares shall be forfeited if any monies shall
remain unpaid in respect of any call or instalment or any part thereof as
aforesaid by reason of the delay occasioned in payment due to the
necessity of complying with the provisions contained in the relevant
exchange control laws or other applicable laws of India, for the time
being in force.
57. The notice shall name a day (not being less than fourteen days from the Terms of notice.
date of notice) and a place or places on and at which such call or
instalment and such interest thereon as the Directors shall determine
from the day on which such call or instalment ought to have been paid
and expenses as aforesaid are to be paid.
The notice shall also state that, in the event of the non-payment at or
before the time and at the place or places appointed, the shares in respect
of which the call was made or instalment is payable will be liable to be
forfeited.
58. If the requirements of any such notice as aforesaid shall not be complied On default of
with, every or any share in respect of which such notice has been given, payment, shares to be
may at any time thereafter but before payment of all calls or forfeited.
installments, interest and expenses, due in respect thereof, be forfeited
by resolution of the Board to that effect. Such forfeiture shall include all
dividends declared or any other monies payable in respect of the
forfeited share and not actually paid before the forfeiture.
59. When any shares have been forfeited, notice of the forfeiture shall be Notice of forfeiture to
given to the member in whose name it stood immediately prior to the a Member
forfeiture, and an entry of the forfeiture, with the date thereof shall
forthwith be made in the Register of Members.
60. Any shares so forfeited, shall be deemed to be the property of the Forfeited shares to be
Company and may be sold, re-allotted, or otherwise disposed of, either property of the
to the original holder thereof or to any other person, upon such terms Company and may be
sold etc.
399and in such manner as the Board in their absolute discretion shall think
fit.
61. Any Member whose shares have been forfeited shall notwithstanding Members still liable to
the forfeiture, be liable to pay and shall forthwith pay to the Company, pay money owing at
on demand all calls, installments, interest and expenses owing upon or time of forfeiture and
in respect of such shares at the time of the forfeiture, together with interest.
interest thereon from the time of the forfeiture until payment, at such
rate as the Board may determine and the Board may enforce the payment
of the whole or a portion thereof as if it were a new call made at the date
of the forfeiture, but shall not be under any obligation to do so.
62. The forfeiture shares shall involve extinction at the time of the Effect of forfeiture.
forfeiture, of all interest in all claims and demand against the Company,
in respect of the share and all other rights incidental to the share, except
only such of those rights as by these Articles are expressly saved.
63. A declaration in writing that the declarant is a Director or Secretary of Evidence of
the Company and that shares in the Company have been duly forfeited Forfeiture.
in accordance with these articles on a date stated in the declaration, shall
be conclusive evidence of the facts therein stated as against all persons
claiming to be entitled to the shares.
64. The Company may receive the consideration, if any, given for the share Title of purchaser and
on any sale, re-allotment or other disposition thereof and the person to allottee of Forfeited
whom such share is sold, re-allotted or disposed of may be registered as shares.
the holder of the share and he shall not be bound to see to the application
of the consideration: if any, nor shall his title to the share be affected by
any irregularly or invalidity in the proceedings in reference to the
forfeiture, sale, re-allotment or other disposal of the shares.
65. The Board may, at any time, before any share so forfeited shall have Annulment of
been sold, re-allotted or otherwise disposed of, annul the forfeiture forfeiture
thereof upon such conditions as it deems fit.
66. Upon any sale after forfeiture or for enforcing a lien in purported Validity of sale
exercise of the powers hereinbefore given, the Board may appoint some
person to execute an instrument of transfer of the shares sold and cause
the purchaser's name to be entered in the Register of Members in respect
of the shares sold, and the purchaser(s) shall not be bound to see to the
regularity of the proceedings or to the application of the purchase
money, and after his name has been entered in the Register of Members
in respect of such shares, the validity of the sale shall not be impeached
by any person and the remedy of any person aggrieved by the sale shall
be in damages only and against the Company exclusively.
67. The directors may, subject to the provisions of the Act, accept a Surrender of shares.
surrender of any share certificates from or by any member desirous of
surrendering on such terms as the Directors think fit.
TRANSFER AND TRANSMISSION OF SHARES
68. (a) The instrument of transfer of any share in or debenture of the Execution of the
Company shall be executed by or on behalf of both the transferor instrument of shares.
and transferee.
(b) The transferor shall be deemed to remain a holder of the share or
debenture until the name of the transferee is entered in the Register
of Members or Register of Debenture holders in respect thereof.
69. In case of transfer, transmission, transposition of shares of the Transfer Form.
Company, the relevant provisions of the SEBI Listing Regulations, the
Depositories Act, 1996 and the SEBI Circulars issued in this regard shall
apply.
70. The Company shall not register a transfer in the Company other than the Transfer not to be
transfer between persons both of whose names are entered as holders of registered except on
beneficial interest in the records of a depository, unless a proper production of
instrument of transfer duly stamped and executed by or on behalf of the instrument of transfer.
transferor and by or on behalf of the transferee and specifying the name,
address and occupation if any, of the transferee, has been delivered to
the Company along with the certificate relating to the shares or if no
400such share certificate is in existence along with the letter of allotment of
the shares:
Provided that where, on an application in writing made to the Company
by the transferee and bearing the stamp, required for an instrument of
transfer, it is proved to the satisfaction of the Board of Directors that the
instrument of transfer signed by or on behalf of the transferor and by or
on behalf of the transferee has been lost, the Company may register the
transfer on such terms as to indemnity as the Board may think fit,
provided further that nothing in this Article shall prejudice any power
of the Company to register as shareholder any person to whom the right
to any shares in the Company has been transmitted by operation of law.
71. Subject to the provisions of Section 58 of the Act and Section 22A of Directors may refuse
the Securities Contracts (Regulation) Act, 1956, the Directors may, to register transfer.
decline to register—
(a) any transfer of shares on which the company has a lien.
That registration of transfer shall however not be refused on the ground
of the transferor being either alone or jointly with any other person or
persons indebted to the Company on any account whatsoever;
72. If the Company refuses to register the transfer of any share or Notice of refusal to be
transmission of any right therein, the Company shall within one month given to transferor
from the date on which the instrument of transfer or intimation of and transferee.
transmission was lodged with the Company, send notice of refusal to
the transferee and transferor or to the person giving intimation of the
transmission, as the case may be, and there upon the provisions of
Section 56 of the Act or any statutory modification thereof for the time
being in force shall apply.
73. No fee shall be charged by the Company / is payable to the Company, No fee on transfer.
for registration of transfer, transmission of shares, or for registration of
any power of attorney, probate, letters of administration or similar other
documents.
74. The Board of Directors shall have power on giving not less than seven Closure of Register of
days pervious notice in accordance with section 91 and rules made Members or
thereunder close the Register of Members and/or the Register of debenture holder or
debentures holders and/or other security holders at such time or times other security holders.
and for such period or periods, not exceeding thirty days at a time, and
not exceeding in the aggregate forty five days at a time, and not
exceeding in the aggregate forty five days in each year as it may seem
expedient to the Board.
75. The instrument of transfer shall after registration be retained by the Custody of transfer
Company and shall remain in its custody. All instruments of transfer Deeds.
which the directors may decline to register shall on demand be returned
to the persons depositing the same. The directors may cause to be
destroyed all the transfer deeds with the Company after such period as
they may determine.
76. (i) An application for registration of a transfer of the shares in the Application for
Company shall be made either by the transferor or transferee transfer of partly paid
within the timelines prescribed under the Act. shares.
(ii) Where an application of transfer relates to partly paid shares, the
transfer shall not be registered unless the Company gives notice
of the application to the transferee and the transferee
communicates a no objection to the transfer within two weeks
from the receipt of the notice.
77. For this purpose the notice to the transferee shall be deemed to have Notice to transferee.
been duly given if it is dispatched by prepaid registered post/speed post/
courier to the transferee at the address given in the instrument of transfer
401and shall be deemed to have been duly delivered at the time at which it
would have been delivered in the ordinary course of post.
78. (a) On the death of a Member, the survivor or survivors, where the Recognition of legal
Member was a joint holder, and his nominee or nominees or legal representative.
representatives where he was a sole holder, shall be the only
person recognized by the Company as having any title to his
interest in the shares.
(b) Before recognising any executor or administrator or legal
representative or holder of the succession certificate of the
deceased shareholder, the Board may require such executor,
administrator, legal representative or deceased shareholder to
obtain probate or letters of administration or succession
certificate, as the case may be, from a duly constituted court in
India. However, the Board may in its absolute discretion, dispense
with the production of probate or letters of administration or
succession certificate, upon such terms as to indemnity or
otherwise, as the Board may in its absolute discretion deem fit.
(c) Nothing in clause (a) above shall release the estate of the deceased
joint holder from any liability in respect of any share which had
been jointly held by him with other persons.
79. The Executors or Administrators or holder of the succession certificate Titles of Shares of
or the legal representatives of a deceased shareholder (not being one of deceased Member
two or more joint-holders) or his nominees, shall be the only persons
(shareholders) recognized by the Company as having any title to the
shares registered in the name of such members.. However, provisions of
this Article are subject to Sections 72 of the Companies Act.
80. Where, in case of partly paid Shares, an application for registration is Notice of application
made by the transferor, the Company shall give notice of the application when to be given
to the transferee in accordance with the provisions of Section 56 of the
Act.
81. Subject to the provisions of the Act and these Articles, any person Registration of
becoming entitled to any share in consequence of the death, lunacy, persons entitled to
bankruptcy, insolvency of any member or members or by any lawful share otherwise than
means other than by a transfer in accordance with these presents, may, by transfer.
with the consent of the Board (which it shall not be under any obligation (Transmission clause).
to give) upon producing such evidence that he sustains the character in
respect of which he proposes to act under this Article or of this title, as
the Board thinks sufficient, either be registered as member in respect of
such shares or elect to have some person nominated by him and
approved by the Board, registered as member in respect of such shares;
provided nevertheless that if such person shall elect to have his nominee
registered he shall testify his election by executing in favour of his
nominee an instrument of transfer in accordance with the provisions
contained herein and the Act and until he does so, he shall not be freed
from any liability in respect of such shares. This clause is hereinafter
referred to as the ‘Transmission Clause’.
82. Subject to the provisions of the Act and these Articles, the Directors Refusal to register
shall have the same right to refuse or suspend register a person entitled nominee.
by the transmission to any shares or his nominee as if he were the
transferee named in an ordinary transfer presented for registration.
83. Every transmission of a share shall be verified in such manner as the Board may require
Directors may require and the Company may refuse to register any such evidence of
transmission until the same be so verified or until or unless an indemnity transmission.
be given to the Company with regard to such registration which the
Directors at their discretion shall consider sufficient, provided
nevertheless that there shall not be any obligation on the Company or
the Directors to accept any indemnity.
40284. The Company shall incur no liability or responsibility whatsoever in Company not liable
consequence of its registering or giving effect to any transfer of shares for disregard of a
made, or purporting to be made by any apparent legal owner thereof (as notice prohibiting
shown or appearing in the Register or Members) to the prejudice of a registration of
person(s) having or claiming any equitable right, title or interest to or in transfer.
the same shares notwithstanding that the Company may have had notice
of such equitable right, title or interest or notice prohibiting registration
of such transfer, and may have entered such notice or referred thereto in
any book of the Company and the Company shall not be bound or
required to regard or attend or give effect to any notice which may be
given to it of any equitable right, title or interest, or be under any liability
whatsoever for refusing or neglecting so to do, though it may have been
entered or referred to in some book of the Company but the Company
shall nevertheless be at liberty to regard and attend to any such notice
and give effect thereto, if the Directors shall so think fit.
85. In the case of any share registered in any register maintained outside Form of transfer
India, the instrument of transfer shall be in a form recognized by the law Outside India.
of the place where the register is maintained but subject thereto shall be
as near to the form prescribed in Form no. SH-4 hereof as circumstances
permit.
86. No transfer shall be made to any minor, insolvent or person of unsound No transfer to
mind. insolvent etc.
NOMINATION
87. i) Notwithstanding anything contained in the articles, every holder Nomination
of securities of the Company may, at any time, nominate a person
in whom his/her securities shall vest in the event of his/her death
and the provisions of Section 72 of the Companies Act, 2013 shall
apply in respect of such nomination.
ii) No person shall be recognized by the Company as a nominee
unless an intimation of the appointment of the said person as
nominee has been given to the Company during the lifetime of the
holder(s) of the securities of the Company in the manner specified
under Section 72 of the Companies Act, 2013 read with Rule 19
of the Companies (Share Capital and Debentures) Rules, 2014
iii) The Company shall not be in any way responsible for transferring
the securities consequent upon such nomination.
iv) lf the holder(s) of the securities survive(s) nominee, then the
nomination made by the holder(s) shall be of no effect and shall
automatically stand revoked.
88. A nominee, upon production of such evidence as may be required by Transmission of
the Board and subject as hereinafter provided, elect, either- Securities by nominee
(i) to be registered himself as holder of the security, as the case may
be; or
(ii) to make such transfer of the security, as the case may be, as the
deceased security holder, could have made;
(iii) if the nominee elects to be registered as holder of the security,
himself, as the case may be, he shall deliver or send to the
Company, a notice in writing signed by him stating that he so
elects and such notice shall be accompanied with the death
certificate of the deceased security holder as the case may be;
(iv) a nominee shall be entitled to the same dividends and other
advantages to which he would be entitled to, if he were the
registered holder of the security except that he shall not, before
being registered as a member in respect of his security, be entitled
in respect of it to exercise any right conferred by membership in
relation to meetings of the Company.
Provided further that the Board may, at any time, give notice requiring
any such person to elect either to be registered himself or to transfer the
share or debenture, and if the notice is not complied with within ninety
403days, the Board may thereafter withhold payment of all dividends,
bonuses or other monies payable or rights accruing in respect of the
share or debenture, until the requirements of the notice have been
complied with.
JOINT HOLDER
89. Where two or more persons are registered as the holders of any share Joint Holders
they shall be deemed to hold the same as joint Shareholders with
benefits of survivorship subject to the following and other provisions
contained in these Articles.
90. (a) The Joint holders of any share shall be liable severally as well as Joint and several
jointly for and in respect of all calls and other payments which liabilities for all
ought to be made in respect of such share. payments in respect of
shares.
(b) on the death of any such joint holders the survivor or survivors Title of survivors.
shall be the only person recognized by the Company as having any
title to the share but the Board may require such evidence of death
as it may deem fit and nothing herein contained shall be taken to
release the estate of a deceased joint holder from any liability of
shares held by them jointly with any other person;
(c) Any one of two or more joint holders of a share may give effectual Receipts of one
receipts of any dividends or other monies payable in respect of sufficient.
share; and
(d) only the person whose name stands first in the Register of Delivery of certificate
Members as one of the joint holders of any share shall be entitled and giving of notices to
to delivery of the certificate relating to such share or to receive first named holders.
documents from the Company and any such document served on
or sent to such person shall deemed to be service on all the holders.
SHARE WARRANTS
91. The Company may issue warrants subject to and in accordance with Power to issue share
provisions of the Act and accordingly the Board may in its discretion, warrants
with respect to any share which is fully paid-up on application in writing
signed by the persons registered as holder of the share, and authenticated
by such evidence(if any) as the Board may, from time to time, require
as to the identity of the persons signing the application and on receiving
the certificate (if any) of the share, and the amount of the stamp duty on
the warrant and such fee as the Board may, from time to time, require,
issue a share warrant.
92. (a) The bearer of a share warrant may at any time deposit the warrant Deposit of share
at the office of the Company, and so long as the warrant remains warrants
so deposited, the depositor shall have the same right of signing a
requisition for calling a meeting of the Company, and of attending
and voting and exercising other privileges of a member at any
meeting held after the expiry of two clear days from the time of
deposit, as if his name were inserted in the Register of Members
as the holder of the share included in the deposit warrant.
(b) Not more than one person shall be recognized as depositor of the
share warrant.
(c) The Company shall, on two day's written notice, return the
deposited share warrant to the depositor.
93. (a) Subject as herein otherwise expressly provided, no person, being Privileges and
a bearer of a share warrant, shall sign a requisition for calling a disabilities of the
meeting of the Company or attend or vote or exercise any other holders of share
privileges of a member at a meeting of the Company, or be warrant
entitled to receive any notice from the Company.
(b) The bearer of a share warrant shall be entitled in all other respects
to the same privileges and advantages as if he were named in the
Register of Members as the holder of the share included in the
warrant, and shall be a member of the Company.
40494. The Board may, from time to time, make bye-laws as to terms on which Issue of new share
(if it shall think fit), a new share warrant or coupon may be issued by warrant coupons
way of renewal in case of defacement, loss or destruction.
CONVERSION OF SHARES INTO STOCK
95. The Company may, by ordinary resolution in General Meeting. Conversion of shares
a) convert any fully paid-up shares into stock; and into stock or
b) re-convert any stock into fully paid-up shares of any reconversion.
denomination.
96. The holders of stock may transfer the same or any part thereof in the Transfer of stock.
same manner as and subject to the same regulation under which the
shares from which the stock arose might before the conversion have
been transferred, or as 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.
97. The holders of stock shall, according to the amount of stock held by Rights of stock
them, have the same rights, privileges and advantages as regards holders.
dividends, participation in profits, voting at meetings of the Company,
and other matters, as if they hold the shares for which the stock arose
but no such privilege or advantage shall be conferred by an amount of
stock which would not, if existing in shares , have conferred that
privilege or advantage.
98. Such of the regulations of the Company (other than those relating to Regulations.
share warrants), as are applicable to paid up share shall apply to stock
and the words “share” and “shareholders” in those regulations shall
include “stock” and “stockholders” respectively.
BORROWING POWERS
99. Subject to the provisions of sections 73, 179, 180 and other applicable Power to borrow.
provisions of the Act and these Articles, the Board may, from time to
time, at its discretion by resolution passed at the meeting of the Board:
(i) accept or renew deposits from shareholders;
(ii) borrow money by way of issuance of debentures;
(iii) borrow money otherwise than on debentures;
(iv) accept deposits from the shareholders either in advance of calls
or otherwise; and
(v) generally raise or borrow or secure the payment of any sum or
sums of money for the purposes of the Company
Provided however that, where the money to be borrowed together with
the money already borrowed by the Company exceeds the aggregate of
its paid-up share capital, free reserves and securities premium account
(apart from temporary loans obtained from the Company’s bankers in
the ordinary course of business), the Board shall not borrow such money
without the consent of the Company by way of a Special Resolution in
a General Meeting.
100. Subject to the provisions of the Act and these Articles, any bonds, Issue of discount etc.
debentures, debenture-stock or any other securities may be issued at a or with special
discount, premium or otherwise and with any special privileges and privileges.
conditions as to redemption, surrender, allotment of shares, appointment
of Directors or otherwise; provided that debentures with the right to
allotment of or conversion into shares shall not be issued except with
the sanction of the Company in General Meeting.
101. The payment and/or repayment of monies borrowed or raised as Securing payment or
aforesaid or any monies owing otherwise or debts due from the repayment of monies
Company may be secured in such manner and upon such terms and borrowed.
conditions in all respects as the Board may think fit, and in particular by
mortgage, charge, hypothecation, pledge, , lien or any other security
upon all or any of the assets or property (both present and future) or the
undertaking of the Company including its uncalled capital for the time
being, or by a guarantee by any director or third party, and the bonds,
405debentures and debenture stocks and other securities may be made
assignable, free from equities between the Company and the person to
whom the same may be issued.
102. Any bonds, debentures, debenture-stock or their securities issued or to Bonds, Debentures
be issued by the Company shall be under the control of the Board who etc. to be under the
may issue them upon such terms and conditions, and in such manner control of the
and for such consideration as they shall consider to be for the benefit of Directors.
the Company, but subject to the provisions of the Act and other
applicable laws in this regard.
103. If any uncalled capital of the Company is included in or charged by any Mortgage of uncalled
mortgage or other security, the directors shall subject to the provisions Capital.
of the Act and these Articles make calls on the members in respect of
such uncalled capital in trust for the person in whose favour such
mortgage or security is executed.
104. Subject to the provisions of the Act and these Articles if the directors or Indemnity may be
any of them or any other person shall incur or be about to incur any given.
liability whether as principal or surety for the payment of any sum
primarily due from the Company, the Directors may execute or cause to
be executed any mortgage, charge or security over or affecting the
whole or any part of the assets of the Company by way of indemnity to
secure the directors or person so becoming liable as aforesaid from any
loss in respect of such liability.
MEETINGS OF MEMBERS
105. All the General Meetings of the Company other than Annual General Distinction between
Meetings shall be called Extra-ordinary General Meetings. AGM & EGM.
106. (a) The Directors may, whenever they think fit, convene an Extra- Extra-Ordinary
Ordinary General Meeting and they shall on requisition of General Meeting by
Members made in compliance with Section 100 of the Act, Board and by
forthwith proceed to convene Extra-Ordinary General Meeting of requisition
the members
(b) If at any time there are not within India sufficient Directors When a Director or
capable of acting to form a quorum, or if the number of Directors any two
be reduced in number to less than the minimum number of Members may call an
Directors prescribed by these Articles and the continuing Extra Ordinary
Directors fail or neglect to increase the number of Directors to that General Meeting
number or to convene a General Meeting, any Director or any two
or more Members of the Company holding not less than one-tenth
of the total paid up share capital of the Company may call for an
Extra-Ordinary General Meeting in the same manner as nearly as
possible as that in which meeting may be called by the Directors.
107. No General Meeting, Annual or Extraordinary shall be competent to Meeting not to
enter upon, discuss or transfer any business which has not been transact business not
mentioned in the notice or notices upon which it was convened. mentioned in notice.
108. The Chairman of the Board of Directors shall be entitled to take the Chairman of General
chair at every General Meeting, whether Annual or Extraordinary. If at Meeting
any meeting Chairman is not present within fifteen minutes of the time
appointed for holding such meeting or if he is unable or unwilling to
take the chair, then the Members present shall elect another Director as
Chairman, and if no Director be present or if all the Directors present
decline to take the chair then the Members present shall elect one of the
members to be the Chairman of the meeting.
109. No business, except the election of a Chairman, shall be discussed at Business confined to
any General Meeting whilst the Chair is vacant. election of Chairman
whilst chair is vacant.
110. a) The Chairperson may, with the consent of any meeting at which a Chairman with
quorum is present, and shall, if so directed by the meeting, adjourn consent may adjourn
the meeting from time to time and from place to place. meeting.
b) No business shall be transacted at any adjourned meeting other than
the business left unfinished at the meeting from which the
adjournment took place.
406c) When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original
meeting.
d) Save as aforesaid, and as provided in section 103 of the Act, it shall
not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting.
111. In the case of an equality of votes the Chairman shall, on a show of Chairman’s casting
hands, have casting vote in addition to the vote or votes to which he may vote.
be entitled as a Member.
112. A poll duly demanded for the election / appointment of the Chairman of In what case poll taken
the meeting, or adjournment of the meeting shall be taken at the meeting without adjournment.
forthwith.
113. The demand for a poll except on the question of the election of the Demand for poll not to
Chairman and of an adjournment shall not prevent the continuance of a prevent transaction of
meeting for the transaction of any business other than the question on other business.
which the poll has been demanded.
VOTES OF MEMBERS
114. No Member shall be entitled to vote either personally or by proxy at any Members in arrears
General Meeting or Meeting of a class of shareholders either upon a not to vote.
show of hands , upon a poll or electronically, or be reckoned in a quorum
in respect of any shares registered in his name on which any calls or
other sums presently payable by him have not been paid or in regard to
which the Company has exercised, any right or lien.
115. Subject to the provision of these Articles and without prejudice to any Number of votes each
special privileges, or restrictions as to voting for the time being attached member entitled.
to any class of shares for the time being forming part of the capital of
the company, every Member, not disqualified by the last preceding
Article shall be entitled to be present, and to speak and to vote at such
meeting, and on a show of hands every member present in person shall
have one vote and upon a poll the voting right of every Member present
in person or by proxy shall be in proportion to his share in the paid-up
equity share capital of the Company. Provided, however, if any
preference shareholder is present at any meeting of the Company, save
as provided in sub-section (2) of Section 47 of the Act, he shall have a
right to vote only on resolution placed before the meeting which directly
affect the rights attached to his preference shares.
116. On a poll taken at a meeting of the Company a member entitled to more Casting of votes by a
than one vote or his proxy or other person entitled to vote for him, as member entitled to
the case may be, need not, if he votes, use all his votes or cast in the more than one vote.
same way all the votes he uses.
117. A member of unsound mind, or in respect of whom an order has been Vote of member of
made by any court having jurisdiction in lunacy, or a minor may vote, unsound mind and of
whether on a show of hands or on a poll, by his committee or other legal minor
guardian, and any such committee or guardian may, on a poll, vote by
proxy.
118. Notwithstanding anything contained in the Act and the provisions of Postal Ballot
these Articles, the Company (i) shall in respect such items of business
as stated in the Companies (Management and Administration) Rules,
2014 and (ii) may in respect of any item of business (other than ordinary
business) and any business in respect of which directors or Auditors
have a right to be heard at any meeting, transact by means of postal
ballot, instead of transacting such business at a General Meeting of the
Company.
119. A member may exercise his vote at a meeting by electronic means in E-Voting
accordance with section 108 and shall vote only once.
120. a) In the case of joint holders, the vote of the senior who tenders a Votes of joint
vote, whether in person or by proxy, shall be accepted to the members.
exclusion of the votes of the other joint holders. If more than one
of the said persons remain present than the senior shall alone be
entitled to speak and to vote in respect of such shares, but the other
407or others of the joint holders shall be entitled to be present at the
meeting. Several executors or administrators of a deceased Member
in whose name share stands shall for the purpose of these Articles
be deemed joints holders thereof.
b) For this purpose, seniority shall be determined by the order in
which the names stand in the register of members.
121. Votes may be given either personally or by attorney or by proxy or in Votes may be given by
case of a company, by a representative duly Authorised as mentioned in proxy or by
Articles representative
122. A body corporate (whether a company within the meaning of the Act or Representation of a
not) may, if it is member or creditor of the Company (including being a body corporate.
holder of debentures) authorise such person by resolution of its Board
of Directors, as it thinks fit, in accordance with the provisions of Section
113 of the Act to act as its representative at any Meeting of the members
or creditors of the Company or debentures holders of the Company. A
person authorised by resolution as aforesaid shall be entitled to exercise
the same rights and powers (including the right to vote by proxy) on
behalf of the body corporate as if it were an individual member, creditor
or holder of debentures of the Company.
123. (a) A member paying the whole or a part of the amount remaining Members paying
unpaid on any share held by him although no part of that amount money in advance.
has been called up, shall not be entitled to any voting rights in
respect of the monies paid until the same would, but for this
payment, become presently payable.
(b) A member is not prohibited from exercising his voting rights on Members not
the ground that he has not held his shares or interest in the prohibited if share not
Company for any specified period preceding the date on which the held for any specified
vote was taken. period.
124. Any person entitled under Article 73 (transmission clause) to transfer Votes in respect of
any share may vote at any General Meeting in respect thereof in the shares of deceased or
same manner as if he were the registered holder of such shares, provided insolvent members.
that at least forty-eight hours before the time of holding the meeting or
adjourned meeting, as the case may be at which he proposes to vote he
shall satisfy the Directors of his right to transfer such shares and give
such indemnity (if any) as the Directors may require or the directors
shall have previously admitted his right to vote at such meeting in
respect thereof.
125. No Member shall be entitled to vote on a show of hands unless such No votes by proxy on
member is present personally or by attorney or is a body Corporate show of hands.
present by a representative duly Authorised under the provisions of the
Act in which case such members, attorney or representative may vote
on a show of hands as if he were a Member of the Company. In the case
of a Body Corporate the production at the meeting of a copy of such
resolution duly signed by a Director or Secretary of such Body
Corporate and certified by him as being a true copy of the resolution
shall be accepted by the Company as sufficient evidence of the authority
of the appointment.
126. The instrument appointing a proxy and the power-of-attorney or other Appointment of a
authority, if any, under which it is signed or a notarised copy of that Proxy.
power or authority, shall be deposited at the registered office of the
company not less than 48 hours before the time for holding the meeting
or adjourned meeting at which the person named in the instrument
proposes to vote; and in default the instrument of proxy shall not be
treated as valid.
127. An instrument appointing a proxy shall be in the form as prescribed in Form of proxy.
the rules made under section 105.
128. A vote given in accordance with the terms of an instrument of proxy Validity of votes given
shall be valid notwithstanding the previous death or insanity of the by proxy
Member, or revocation of the proxy or of any power of attorney which notwithstanding death
such proxy signed, or the transfer of the share in respect of which the of a member.
408vote is given, provided that no intimation in writing of the death or
insanity, revocation or transfer shall have been received at the office
before the meeting or adjourned meeting at which the proxy is used.
129. No objection shall be raised to the qualification of any voter except at Time for objections to
the meeting or adjourned meeting at which the vote objected to is given votes.
or tendered, and every vote not disallowed at such meeting shall be valid
for all purposes.
130. Any such objection raised to the qualification of any voter in due time Chairperson of the
shall be referred to the Chairperson of the meeting, whose decision shall Meeting to be the
be final and conclusive. judge of validity of any
vote.
DIRECTORS
131. Until otherwise determined by a General Meeting of the Company and Number of Directors
subject to the provisions of Section 149 of the Act, the number of
Directors (including Alternate Directors) shall not be less than three and
not more than fifteen. Provided that a company may appoint more than
fifteen directors after passing a special resolution.
The First Directors of the Company, as decided by the subscribers of
the Memorandum of Association were: -
1. Mr. Chetan Natvarlal Thadeshwar
2. Mrs. Mamta C Thadeshwar
132. A director of the Company shall not be bound to hold any Qualification Qualification shares.
Shares in the Company.
133. (a) Subject to the provisions of the Companies Act, 2013 and Nominee Directors.
notwithstanding anything to the contrary contained in these
Articles, the Board may appoint any person as a director
nominated by any institution in pursuance of the provisions of any
law for the time being in force or of any agreement
(b) The Nominee Director/s so appointed shall not be required to hold
any qualification shares in the Company. The Board of Directors
of the Company shall have no power to remove from office the
Nominee Director/s so appointed. The said Nominee Director/s
shall be entitled to the same rights and privileges including
receiving of notices, copies of the minutes, etc. as any other
Director of the Company is entitled.
(c) If the Nominee Director/s is an officer of any of the financial
institution the sitting fees in relation to such nominee director(s)
shall accrue to such financial institution and the same accordingly
be paid by the Company to them.
(d) The Nominee Director/s shall, notwithstanding anything to the
contrary contained in these Articles, be at liberty to disclose any
information obtained by him/them to the Financial Institution
appointing him/them as such Director/s.
134. The Board may appoint an Alternate Director to act for a Director Appointment of
(hereinafter called “Original Director”) during his absence for a period alternate Director.
of not less than three months from India. An Alternate Director
appointed under this Article shall not hold office for period longer than
that permissible to the Original Director in whose place he has been
appointed and shall vacate office if and when the Original Director
returns to India. If the term of Office of the Original Director is
determined before he so returns to India, any provision in the Act or in
these Articles for the automatic re-appointment of retiring Director in
default of another appointment shall apply to the Original Director and
not to the Alternate Director.
No person shall be appointed as an alternate director for an Independent
Director, unless he / she is qualified to be appointed as an Independent
Director under the provisions of the Companies Act, 2013 and SEBI
Listing Regulations.
409135. Subject to the provisions of the Act, the Board shall have power at any Additional Director
time and from time to time to appoint any other person to be an
Additional Director. Any such Additional Director shall hold office
only upto the date of the next Annual General Meeting.
136. Subject to the provisions of the Act, the Board shall have power at any Directors power to fill
time and from time to time to appoint a Director, if the office of any casual vacancies.
director appointed by the company in general meeting is vacated before
his term of office expires in the normal course, who 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.
137. The Director of the Company, may be paid for attending every meeting Sitting Fees.
of the Board or a committee thereof, sitting fee as may be determined
by the Board from time to time, not exceeding the maximum amount
permitted to be given under the provisions of the Act.
138. The Board of Directors may subject to the limitations provided in the Travelling expenses
Act allow and pay to any director for the purpose of attending a meeting, Incurred by Director
such sum as the Board may consider fair, compensation for travelling, on Company's
hotel and other incidental expenses properly incurred by him, in business.
addition to his fee for attending such meeting as above specified.
PROCEEDING OF THE BOARD OF DIRECTORS
(a) The Board of Directors may meet for the conduct of business, Meetings of Directors.
adjourn and otherwise regulate its meetings as it thinks fit.
(b) A director may, and the manager or secretary on the requisition of a
director shall, at any time, summon a meeting of the Board.
(c) The Board may, at its discretion invite any person (whether or not
an employee of the Company or any of its group company) to be present
at the meeting of the Board of Directors.
(d) The participation of Directors or any Invitee, to such Board meeting,
may be either in person or through video conferencing or other audio
visual means, as may be permitted under the Act and Rules made
thereunder.
139. a) The Directors may from time to time elect from among their Chairperson
members a Chairperson of the Board and determine the period for
which he is to hold office. If at any meeting of the Board, the
Chairman is not present within five minutes after the time
appointed for holding the same, the Directors present may choose
one of the Directors then present to preside at the meeting.
Subject to provisions of the Act and rules made there under, The
same individual may, at a time, be appointed as the Chairperson of
the Company as well as the Managing Director or Chief Executive
Officer of the Company, subject to the applicable provisions of the
Act.
140. Questions arising at any meeting of the Board of Directors shall be Questions at Board
decided by a majority of votes and in the case of an equality of votes, meeting how decided.
the Chairman will have a second or casting vote.
141. The continuing directors may act notwithstanding any vacancy in the Continuing directors
Board; but, if and so long as their number is reduced below the quorum may act
fixed by the Act for a meeting of the Board, the continuing directors or notwithstanding any
director may act for the purpose of increasing the number of directors vacancy in the Board
to that fixed for the quorum, or of summoning a general meeting of the
company, but for no other purpose.
142. Subject to the provisions of the Act, the Board may delegate any of their Directors may appoint
powers to a Committee consisting of such member or members of its committee.
body as it thinks fit, and it may from time to time revoke and discharge
any such committee either wholly or in part and either as to person, or
purposes, but every Committee so formed shall in the exercise of the
powers so delegated conform to any regulations that may from time to
410time be imposed on it by the Board. All acts done by any such
Committee in conformity with such regulations and in fulfilment of the
purposes of their appointment but not otherwise, shall have the like
force and effect as if done by the Board.
143. The Meetings and proceedings of any such Committee of the Board Committee Meetings
consisting of two or more members shall be governed by the provisions how to be governed.
herein contained for regulating the meetings and proceedings of the
Directors so far as the same are applicable thereto and are not
superseded by any regulations made by the Directors under the last
preceding Article.
144. a) A committee may elect a Chairperson of its meetings. Chairperson of
b) If no such Chairperson is elected, or if at any meeting the Committee Meetings
Chairperson is not present within five minutes after the time
appointed for holding the meeting, the members present may
choose one of their members to be Chairperson of the meeting.
c) The committee may, at its discretion invite any person (whether or
not an employee of the Company or any of its group company) to
be present at the meeting of such committee.
d) The participation of Directors or any Invitee, to such committee
meeting, may be either in person or through video conferencing or
other audio visual means, as may be permitted under the Act and
Rules made thereunder.
145. a) A committee may meet and adjourn as it thinks fit. Meetings of the
b) Questions arising at any meeting of a committee shall be Committee
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.
146. Subject to the provisions of the Act, all acts done by any meeting of the Acts of Board or
Board or by a Committee of the Board, or by any person acting as a Committee shall be
Director shall notwithstanding that it shall afterwards be discovered that valid notwithstanding
there was some defect in the appointment of such Director or persons defect in appointment.
acting as aforesaid, or that they or any of them were disqualified or had
vacated office or that the appointment of any of them had been
terminated by virtue of any provisions contained in the Act or in these
Articles, be as valid as if every such person had been duly appointed,
and was qualified to be a Director.
147. a) Subject to the provisions of the Sections 175, 179 and other Resolution passed by
applicable provisions of the Act and these Articles, a resolution Circulation
passed by circulation, without a meeting of the Board or a
committee of the Board shall be valid and effectual as if a resolution
duly passed at a meeting of the Board or a committee duly called
and held.
b) A resolution by circulation, if passed, shall be deemed to have been
passed on the earlier of:
(i) the last date specified for signifying assent or dissent by the
Directors; or
(ii) the date on which assent has been received from the required
majority, provided that on that date the number of directors,
who have not yet responded on the resolution under
circulation, along with the directors who have expressed
their desire that the resolution under circulation be decided
at a Meeting of the Board, shall not be one third or more of
the total number of directors; and
shall be effective from that date, if no other effective date is
specified in such resolution.
148. The Board is vested with the entire management and control of the Management of the
Company and the Board may exercise all such powers, and do all such Company vested with
acts, deeds and things, as the Company is by the Memorandum of the Board
Association or otherwise authorised to exercise and do, and, not hereby
411or by any law for the time being in force or otherwise directed or
required to be exercised or done by the Company in general meeting but
subject nevertheless to the provisions of the Act and other laws and of
the Memorandum of Association and these Articles and to any
regulations, not being inconsistent with the Memorandum of
Association and these Articles or the Act, from time to time made by
the Company in general meeting provided that no such regulation shall
invalidate any prior act of the Board which would have been valid if
such regulation had not been made.
RETIREMENT AND ROTATION OF DIRECTORS
149. Subject to the provisions of Section 161 of the Act, if the office of any Power to fill casual
director appointed by the Company in General Meeting vacated before vacancy
his term of office expires in the normal course, the resulting casual
vacancy may in default of and subject to any regulation in these Articles,
be filled by the Board at the meeting of the Board which shall be
subsequently approved by members in the immediate General Meeting.
Provided that any person so appointed shall hold office only upto the
date upto which the director in whose place he / she is appointed would
have held office, if it had not been vacated.
POWERS OF THE BOARD
150. The business of the Company shall be managed by the Board who shall Powers of the Board
be entitled to exercise all such powers and do all such acts and things,
as the Company is authorised to do. Provided that, in exercising such
power or doing such act or thing, the Board shall be subject to the
provisions contained in that behalf in the Act, or in the memorandum or
articles, or in any regulations not inconsistent therewith and duly made
thereunder, including regulations made by the Company in General
Meeting. Furthermore, the Board shall not exercise any power or do any
act or thing which is directed or required, whether under the Act or by
the memorandum or articles of the Company, to be exercised by the
Company in a General Meeting.
No regulation made by the Company in a General Meeting shall
invalidate any prior act of the Board which would have been valid if that
regulation had not been made.
The Board shall exercise the following powers on behalf of the
Company by means of resolutions passed at Board meetings as under:
(i) to make calls on shareholders in respect of money unpaid on their
shares
(ii) to authorise buy-back of securities under section 68;
(iii) to issue securities, including debenture , whether in or outside
India;
(iv) to borrow monies;
(v) to invest the funds of the Company;
(vi) to grant loans or give guarantee or provide security in respect of
loans;
(vii) to approve financial statement and the Board’s report;
(viii) to diversify the Company’s business;
(ix) to approve amalgamation, merger or reconstruction;
(x) to take over a company or acquire a controlling or substantial
stake in another company;
(xi) to make political contributions;
(xii) to appoint or remove key managerial personnel;
(xiii) to appoint internal auditors and secretarial auditors
412151. Without prejudice to the general powers conferred by the Act and these Certain powers of the
Articles and so as not in any way to limit or restrict these powers, and Board
without prejudice to the other powers conferred by Act and these
Articles, but subject to the restrictions contained in the Articles, it is
hereby declared that the directors shall have the following powers, that
is to say
(1) Subject to the provisions of the Act, to purchase or otherwise To acquire any
acquire for the Company, any property, rights, privileges which property, rights etc.
the Company is authorised to acquire, at or for such price or
consideration and generally on such terms and conditions as they
think fit, and in such purchases or other acquisition, to accept such
title as the directors believe or may be advised to be reasonably
satisfactory.
(2) Subject to the provisions of the Act to purchase, take on lease for To take on Lease.
any term or terms of years, or otherwise acquire any land or lands,
with or without buildings and out-houses thereon, situate in any
part of India, at such conditions as the directors may think fit, and
in any such purchase, lease or acquisition to accept such title as
the directors may believe, or may be advised to be reasonably
satisfy.
(3) To erect and construct, on the said land or lands, buildings, To erect & construct.
houses, warehouses and sheds and to alter, extend and improve
the same, to let or lease the property of the Company, in part or in
whole for such rent and subject to such conditions, as may be
thought advisable; to sell such portions of the land or buildings of
the Company as may not be required for the Company; to
mortgage the whole or any portion of the property of the
Company for the purposes of the Company; to sell all or any
portion of the machinery or stores belonging to the Company.
(4) At their discretion and subject to the provisions of the Act, the To pay for property.
Directors may pay for any property, rights or privileges acquired,
or services rendered to the Company, either wholly or partially in
cash or in shares, bonds, debentures or other securities of the
Company, and any such share may be issued either as fully paid
up or with such amount credited as paid up thereon as may be
agreed upon; and any such bonds, debentures or other securities
may be either specifically charged upon all or any part of the
property of the Company and its uncalled capital or not so
charged.
(5) To insure and keep insured against loss or damage by fire or To insure properties of
otherwise for such period and to such extent as they may think the Company.
proper all or any part of the buildings, machinery, goods, stores,
produce and other moveable property of the Company either
separately or co-jointly; also to insure all or any portion of the
goods, produce, machinery and other articles imported or
exported by the Company and to sell, assign, surrender or
discontinue any policies of assurance effected in pursuance of this
power.
(6) To open accounts with any Bank or Bankers and to pay money To open Bank
into and draw money from any such account from time to time as accounts.
the directors may think fit.
(7) To secure the fulfillment of any contracts or engagements entered To secure contracts by
into by the Company by mortgage or charge on all or any of the way of mortgage.
property of the Company including its whole or part of its
undertaking as a going concern and its uncalled capital for the
time being or in such manner as they think fit.
(8) To accept from any member, so far as may be permissible by law, To accept surrender of
a surrender of his / her shares or any part thereof, on such terms shares.
and conditions as shall be agreed upon.
413(9) To appoint any person to accept and hold in trust, for the To appoint trustees for
Company, any property belonging to the Company, or in which it the Company.
is interested, or for any other purposes and to execute and to do
all such deeds and things as may be required in relation to any
such trust, and to provide for the remuneration of such trustee or
trustees.
(10) To institute, conduct, defend, compound or abandon any legal To conduct legal
proceedings by or against the Company or its officers, or proceedings.
otherwise payment or satisfaction of any debts due, and of any
claims or demands by or against the Company, and refer any
differences to arbitration, and observe and perform any awards
made thereon.
(11) To act on behalf of the Company in all matters relating to Bankruptcy &
bankruptcy and & insolvency. Insolvency
(12) To make and give receipts, releases and discharges for monies To issue receipts &
payable to the Company and for the claims and demands of the give discharge.
Company.
(13) Subject to the applicable provisions of the Act, and these Articles To invest and deal
to invest, deposit and deal with any monies of the Company not with money of the
immediately required for the purpose thereof, upon such security Company.
(not being the shares of this Company) or without security and in
such manner as they may think fit and from time to time to vary
or realise such investments. Save as provided in Section 187 of
the Act, all investments shall be made and held in the Company’s
own name.
(14) To execute in the name and on behalf of the Company in favour To give Security by
of any director or other person who may incur or be about to incur way of indemnity.
any personal liability whether as principal or as surety, for the
benefit of the Company, such mortgage of the Company’s
property (present or future) as they think fit, and any such
mortgage may contain a power of sale and other powers,
provisions, covenants and agreements as shall be agreed upon;
(15) To determine from time to time persons who shall be entitled to To determine signing
sign on Company’s behalf, bills, notes, receipts, acceptances, powers.
endorsements, cheques, dividend warrants, releases, contracts and
documents and to give the necessary authority for such purpose,
whether by way of a resolution of the Board or any of its
committees or by way of a power of attorney or otherwise.
(16) To give to any director, officer, or other persons employed by the Commission or share
Company, a commission on the profits of any particular business in profits.
or transaction, or a share in the general profits of the company;
and such commission or share of profits shall be treated as part of
the working expenses of the Company.
(17) To give, award or allow any bonus, pension, gratuity or Bonus etc. to
compensation to any employee of the Company, or his widow, employees.
children, dependents, that may appear just or proper, whether such
employee, his widow, children or dependents have or have not a
legal claim on the Company.
(18) Before recommending any dividend, to set aside out of the profits Transfer to Reserve
of the Company such sums as they may think proper for Funds.
depreciation or to a depreciation fund or to an Insurance fund or
to a Reserve Fund, or Sinking Fund or any special fund to meet
contingencies or repay debentures or debenture-stock or for
special dividends or for equalizing dividends or for repairing,
improving, extending and maintaining any of the properties of the
Company and for such other purposes (including the purposes
referred to in the preceding clause) as the Board may, in the
absolute discretion think conducive to the interests of the
Company, and subject to section 179 of the Act, to invest the
several sums so set aside or so much thereof as may be required
414to be invested, upon such investments (other than shares of this
Company) as they may think fit and from time to time, to deal
with and vary such investments and dispose of and apply and
expend all or any part thereof for the benefit of the Company, in
such manner and for such purposes as the Board in their absolute
discretion, think conducive to the Company’s interest,
notwithstanding that the matters to which the Board apply or upon
which they expend the same, or any part thereof, may be matters
to or upon which the capital monies of the Company might rightly
be applied or expended, and to divide the reserve fund into such
special funds as the Board may think fit; with full powers to
transfer the whole or any portion of a reserve fund or division of
a reserve fund to another fund and with the full power to employ
the assets constituting all or any of the above funds, including the
depreciation fund, in the business of the Company or in the
purchase or repayment of debentures or debenture-stocks and
without being bound to keep the same separate from the other
assets and without being bound to pay interest on the same with
the power to the Board at their discretion to pay or allow to the
credit of such funds, interest at such rate as the Board may think
proper.
(19) To appoint, and at their discretion remove or suspend such general To appoint and
managers, managers, secretaries, assistants, supervisors, remove officers and
scientists, technicians, engineers, consultants, legal, medical or other employees.
economic advisers, research workers, labourers, clerks, agents
and servants, for permanent, temporary or special services as they
may from time to time think fit, and to determine their powers and
duties and to fix their salaries or emoluments or remuneration and
to require security in such instances and for such amounts they
may think fit and also from time to time to provide for the
management and transaction of the affairs of the Company in any
specified locality in India or elsewhere in such manner as they
think fit and the provisions contained in the next following clauses
shall be without prejudice to the general powers conferred by this
clause.
(20) At any time and from time to time by power of attorney, to appoint To appoint Attorneys.
any person or persons to be the Attorney or attorneys of the
Company, for such purposes and with such powers, authorities
and discretions (not exceeding those vested in or exercisable by
the Board under these presents and excluding the power to make
calls and excluding also except in their limits authorised by the
Board the power to make loans and borrow moneys) and for such
period and subject to such conditions as the Board may from time
to time think fit, and such appointments may (if the Board think
fit) be made in favour of the members or any of the members of
any local Board established as aforesaid or in favour of any
Company, or the shareholders, directors, nominees or manager of
any Company or firm or otherwise in favour of any fluctuating
body of persons whether nominated directly or indirectly by the
Board and any such powers of attorney may contain such powers
for the protection or convenience for dealing with such Attorneys
as the Board may think fit, and may contain powers enabling any
such delegated Attorneys as aforesaid to sub-delegate all or any
of the powers, authorities and discretion for the time being vested
in them.
(21) Subject to Sections 188 of the Act, for or in relation to any of the To enter into
matters aforesaid or otherwise for the purposes of the Company contracts.
to enter into all such negotiations and contracts and rescind and
vary all such contracts, and execute and do all such acts, deeds
415and things in the name and on behalf of the Company as they may
consider expedient.
(22) From time to time to make, vary and repeal rules for the To make rules.
regulations of the business of the Company its officers and
employees.
(23) To effect, make and enter into on behalf of the Company all To effect contracts etc.
transactions, agreements and other contracts within the scope of
the business of the Company.
(24) To apply for, promote and obtain any act, charter, privilege, To apply & obtain
concession, license, authorization, if any, from the Government, concessions licenses
State or municipality, provisional order or license of any authority etc.
for enabling the Company to carry any of this objects into effect,
or for extending and any of the powers of the Company or for
effecting any modification of the Company’s constitution, or for
any other purpose, which may seem expedient and to oppose any
proceedings or applications which may seem calculated, directly
or indirectly to prejudice the Company’s interests.
(25) To pay and charge to the capital account of the Company, any To pay commissions or
commission or interest lawfully payable there out under the interest out of Capital.
provisions of section 40 of the Act and of the provisions contained
in these presents.
(26) To redeem preference shares. To redeem preference
shares.
(27) To subscribe or contribute or otherwise assist or to guarantee To assist charitable or
money to any charitable, benevolent, religious, scientific, national benevolent
or other institutions or objects which shall have moral or other institutions.
claim to support or aid by the Company either by reason of
locality of operation, or of public and general utility or otherwise.
(28) To pay the cost, charges and expenses preliminary and incidental To pay cost and
to the promotion, formation, establishment and registration of the charges etc.
Company.
(29) To provide for the welfare of directors or ex-directors or To provide for welfare
employees or ex-employees of the Company and their wives, of employees and ex-
widows and families or the dependents or connections of such employees etc.
persons, by building or contributing to the building of houses,
dwellings or chawls, or by grants of moneys, pension, gratuities,
allowances, bonus or other payments, or by creating and from
time to time subscribing or contributing to provident and other
associations, institutions, funds or trusts and by providing or
subscribing or contributing towards place of instruction and
recreation, hospitals and dispensaries, medical and other
attendance and other assistance as the Board shall think fit and
subject to the provision of section 181 of the Act.
(30) To purchase or otherwise acquire or obtain license for the use of Other Powers of the
and to sell, exchange or grant license for the use of any trade mark, Board.
patent, invention or technical know-how.
(31) To sell from time to time any articles, materials, machinery,
plants, stores and other articles and things belonging to the
Company as the Board may think proper and to manufacture,
prepare and sell waste and by-products.
(32) From time to time to extend the business and undertaking of the
Company by adding, altering or enlarging all or any of the
buildings, factories, workshops, premises, plant and machinery,
for the time being the property of or in the possession of the
Company, or by erecting new or additional buildings, and to
expend such sum of money for the purpose aforesaid or any of
them as they be thought necessary or expedient.
(33) To undertake on behalf of the Company any payment of rents and
the performance of the covenants, conditions and agreements
416contained in or reserved by any lease that may be granted or
assigned to or otherwise acquired by the Company and to
purchase the reversion or reversions, and otherwise to acquire on
free hold sample of all or any of the lands of the Company for the
time being held under lease or for an estate less than freehold
estate.
(34) To improve, manage, develop, exchange, lease, sell, resell and re-
purchase, dispose off, deal or otherwise turn to account, any
property (movable or immovable) or any rights or privileges
belonging to or at the disposal of the Company or in which the
Company is interested.
(35) To let, sell or otherwise dispose of subject to the provisions of
Section 180 of the Act and of the other Articles any property of
the Company, either absolutely or conditionally and in such
manner and upon such terms and conditions in all respects as it
thinks fit and to accept payment in satisfaction for the
same in cash or otherwise as it thinks fit.
(36) Generally subject to the provisions of the Act and these Articles,
to delegate the powers/authorities and discretions vested in the
Directors to any person(s), firm, company or fluctuating body of
persons as aforesaid.
(37) To comply with the requirements of any local law which in their
opinion shall in the interest of the Company be necessary or
expedient to comply with.
MANAGING AND WHOLE-TIME DIRECTORS
152. a) Subject to the provisions of the Act and of these Articles, the Board Powers to appoint
may appoint one or more of their directors to be a managing Managing/ Whole-
director or joint managing director or whole-time Director or time Directors.
whole-time Directors of the Company or manager of the Company
on such terms and on such remuneration (in any manner, subject to
it being permissible under the Act) partly as the Board mat think fit
in accordance with the applicable provisions of the Act and rules
made thereunder.
b) The managing director or joint managing director or whole-time
director or whole-time directors so appointed shall be liable to retire
by rotation. A managing director or whole-time director who is
appointed as director immediately on the retirement by rotation
shall continue to hold his office as managing director or whole-time
director and such re-appointment as such director shall not be
deemed to constitute a break in his appointment as managing
director or whole-time director.
c) The same individual may, at the same time, be appointed as the
Chairperson of the Company as well as the Managing Director or
Chief Executive Officer of the Company, subject to the applicable
provisions of the Act and the SEBI Listing Regulations in this
regard.
153. The remuneration of a managing director, whole-time director or Remuneration of
executive director or manager shall be paid in a manner permissible Managing or Whole-
under the Act (subject to sections 196, 197, Schedule V and other time Director.
applicable provisions of the Act, the rules made thereunder, and of these
Articles and of any contract between him / her and the Company).
154. (Subject to the provisions of the Act, the directors may, from time to Powers and duties of
time, entrust and confer upon a managing director or whole-time Managing Director or
director for the time being, such powers exercisable upon such terms Whole-time Director.
and conditions and with such restrictions as they may think fit, either
collaterally with or to the exclusion of and in substitution of all or any
of their own powers. Further, the directors may from time to time,
withdraw, alter or vary, all or any of such powers.
Chief Executive Officer, Manager, Company Secretary or Chief
Financial Officer
417155. a) Subject to the provisions of the Act,— Board to appoint
i. A chief executive officer, manager, company secretary or chief Chief Executive
financial officer may be appointed by the Board for such term, Officer/ Manager/
at such remuneration and upon such conditions as it may thinks Company Secretary/
fit; and any chief executive officer, manager, company Chief Financial
secretary or chief financial officer so appointed may be Officer
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.
b) A provision of the Act or these regulations requiring or authorising
a thing to be done by or to a director and chief executive officer,
manager, company secretary or chief financial officer shall not be
satisfied by its being done by or to the same person acting both as
director and as, or in place of, chief executive officer, manager,
company secretary or chief financial officer.
THE SEAL
156. (i) The Board shall provide for the safe custody of the seal, if any The seal, its custody
adopted by the Board of Directors. and use.
(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 authorized by it in that behalf, and except
in the presence of at least two directors or such other person as
the Board may appoint for the purpose; and those two directors or
other person aforesaid shall sign every instrument to which the
seal of the company is so affixed in their presence.
"Explanation: For the purposes of this sub-paragraph, it is hereby
clarified that company may not be required to have the seal by virtue of
registration under the Act and if a company does not have
the seal, the provisions of this sub-paragraph shall not be applicable."
Dividend and Reserves
157. (1) Subject to the rights of persons, if any, entitled to shares with Division of profits.
special rights as to dividends, all dividends shall be declared and
paid according to the amounts paid or credited as paid on the
shares in respect whereof the dividend is paid, but if and so long
as nothing is paid upon any of the shares in the Company,
dividends may be declared and paid according to the amounts of
the shares.
(2) No amount paid or credited as paid on a share in advance of calls
shall be treated for the purposes of this regulation as paid on the
share.
(3) All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion
or portions of the period in respect of which the dividend is paid;
but if any share is issued on terms providing that it shall rank for
dividend as from a particular date such share shall rank for
dividend accordingly.
158. The Company in General Meeting may declare dividends, to be paid to The company in
members according to their respective rights and interests in the profits General Meeting may
and may fix the time for payment and the Company shall comply with declare Dividends.
the provisions of Section 127 of the Act, but no dividends shall exceed
the amount recommended by the Board of Directors, but the Company
may declare a smaller dividend in general meeting.
159. a) The Board may, before recommending any dividend, set aside out Transfer to reserves
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
418for 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.
b) The Board may also carry forward any profits which it may
consider necessary not to divide, without setting them aside as a
reserve.
160. Subject to the provisions of section 123, the Board may from time to Interim Dividend.
time pay to the members such interim dividends as appear to it to be
justified by the profits of the company.
161. The Directors may retain any dividends on which the Company has a Debts may be
lien and may apply the same in or towards the satisfaction of the debts, deducted.
liabilities or engagements in respect of which the lien exists.
162. No amount paid or credited as paid on a share in advance of calls shall Capital paid up in
be treated for the purposes of this articles as paid on the share. advance not to earn
dividend.
163. All dividends shall be apportioned and paid proportionately to the Dividends in
amounts paid or credited as paid on the shares during any portion or proportion to amount
portions of the period in respect of which the dividend is paid but if any paid-up.
share is issued on terms providing that it shall rank for dividends as from
a particular date such share shall rank for dividend accordingly.
164. The Board of Directors may retain the dividend payable upon shares in Retention of dividends
respect of which any person under Articles has become entitled to be a until completion of
member, or any person under that Article is entitled to transfer, until transfer under
such person becomes a member, in respect of such shares or shall duly Articles.
transfer the same.
165. No member shall be entitled to receive payment of any interest or No Member to receive
dividend or bonus in respect of his share or shares, whilst any money dividend whilst
may be due or owing from him to the Company in respect of such share indebted to the
or shares (or otherwise however, either alone or jointly with any other company and the
person or persons) and the Board of Directors may deduct from the Company’s right of
interest or dividend payable to any member all such sums of money so reimbursement
due from him to the Company. thereof.
166. A transfer of shares does not pass the right to any dividend declared Effect of transfer of
thereon before the registration of the transfer. shares.
167. Any one of several persons who are registered as joint holders of any Dividend to joint
share may give effectual receipts for all dividends or bonus and holders.
payments on account of dividends in respect of such share.
168. a) Any dividend, interest or other monies payable in cash in respect of Dividends how
shares may be paid by cheque or warrant sent through the post remitted.
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.
b) Every such cheque or warrant shall be made payable to the order of
the person to whom it is sent.
169. Notice of any dividend that may have been declared shall be given to Notice of dividend.
the persons entitled to share therein in the manner mentioned in the Act.
170. No unclaimed dividend shall be forfeited before the claim becomes No interest on
barred by law and no unpaid dividend shall bear interest as against the Dividends.
Company.
CAPITALIZATION
171. (1) The Company in General Meeting may, upon the Capitalization.
recommendation of the Board, resolve:
(a) that it is desirable to capitalize any part of the amount for the time
being standing to the credit of any of the Company’s reserve
accounts, or to the credit of the Profit and Loss account, or
otherwise available for distribution; and
419(b) that such sum be accordingly set free for distribution in the
manner specified in clause (2) amongst the members who would
have been entitled thereto, if distributed by way of dividend and
in the same proportions.
(2) The sums aforesaid shall not be paid in cash but shall be applied
subject to the provisions contained in clause (3) either in or
towards:
(i) paying up any amounts for the time being unpaid on any shares
held by such members respectively;
(ii) paying up in full, unissued shares of the Company to be allotted
and distributed, credited as fully paid up, to and amongst such
members in the proportions aforesaid; or
(iii) partly in the way specified in sub-clause (i) and partly in that
specified in sub-clause (ii).
(iv) A Securities Premium Account and Capital Redemption Reserve
Account may, for the purposes of this regulation, only be applied
in the paying up of unissued shares to be issued to members of the
Company and fully paid bonus shares.
(v) The Board shall give effect to the resolution passed by the
Company in pursuance of this regulation.
172. (1) Whenever such a resolution as aforesaid shall have been passed, Fractional
the Board shall — Certificates.
(a) make all appropriations and applications of the undivided profits
resolved to be capitalized thereby and all allotments and issues of
fully paid shares, if any, and
(b) generally, to do all acts and things required to give effect thereto.
(2) The Board shall have full power -
(a) to make such provisions, by the issue of fractional certificates or
by payments in cash or otherwise as it thinks fit, in 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 such members, credited as fully paid up, of
any further shares or debentures to which they may be entitled
upon such capitalization, or (as the case may require) for the
payment by the Company on their behalf, by the application
thereto of their respective proportions, of the profits resolved to
be capitalized, of the amounts or any part of the amounts
remaining unpaid on their existing shares.
(3) Any agreement made under such authority shall be effective and
binding on all such members.
(4) That for the purpose of giving effect to any resolution, under the
preceding paragraph of this Article, the Directors may give such
directions as may be necessary and settle any questions or
difficulties that may arise in regard to any issue including
distribution of new equity shares and fractional certificates as they
think fit.
173. (4) The books containing the minutes of the proceedings of any Inspection of Minutes
General Meetings of the Company shall be open to inspection of Books of General
the members without charge on such days and during such Meetings.
business hours as may consistently with the provisions of Section
119 of the Act be determined by the Company in the General
Meeting.
(5) Any member of the Company shall be entitled to be furnished
within seven days after he has made a request in that behalf to the
Company with a copy of any minutes referred to in sub-clause (1)
hereof on payment of Rs. 10 per page or any part thereof.
420174. a) The Board shall from time to time determine whether and to what Inspection of Accounts
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.
b) No member (not being a director) shall have any right to inspect
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.
FOREIGN REGISTER
175. The Company may exercise the powers conferred on it by the provisions Foreign Register.
of the Act with regard to the keeping of Foreign Register of its Members
or Debenture holders, and the Board may, subject to the provisions of
the Act, make and vary such regulations as it may think fit in regard to
the keeping of any such Registers.
DOCUMENTS AND SERVICE OF NOTICES
176. Any document or notice to be served or given by the Company be signed Signing of documents
by a Director or such person duly authorised by the Board for such & notices to be served
purpose and the signature may be written or printed. or given.
177. Save as otherwise expressly provided in the Act, a document or Authentication of
proceeding requiring authentication by the company may be signed by documents and
a director, the Manager, or secretary or other authorised officer of the proceedings.
Company.
WINDING UP
178. Subject to the provisions of the Insolvency and Bankruptcy Code, 2016
(“code”), and 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 or the code, 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
179. Subject to provisions of the Act, every director , or officer of the Directors’ and others
Company or any person (whether an officer of the Company or not) right to indemnity.
employed by the Company as auditor, shall be indemnified by the
Company against and it shall be the duty of the directors to pay, out of
the funds of the Company, all costs, charges, losses and damages which
any such person may incur or become liable to, by reason of any contract
entered into or act or thing done, concurred in or omitted to be done by
him in any way in or about the execution or discharge of his duties or
supposed duties (except such if any as he shall incur or sustain through
or by his own wrongful act neglect or default) including expenses, and
in particular and so as not to limit the generality of the foregoing
provisions, against all liabilities incurred by him as such director, officer
or auditor or other officer of the Company in defending any proceedings
whether civil or criminal in which judgment is given in his favor, or in
which he is acquitted or in connection with any application under
Section 463 of the Act on which relief is granted to him by the Court.
180. Subject to the provisions of the Act, no director, managing director or Not responsible for
other officer of the Company shall be liable for the acts, receipts, acts of others
neglects or defaults of any other directors or officers , or for any loss or
expense happening to the Company through insufficiency or deficiency
421of title to any property acquired by order of the directors for or on behalf
of the Company or for the insufficiency or deficiency of any security in
or upon which any of the monies of the Company shall be invested, or
for any loss or damage arising from the bankruptcy, insolvency or
tortuous act of any person, company or corporation, with whom any
moneys, securities or effects shall be entrusted or deposited, or for any
loss occasioned by any error of judgment or oversight on his part, or for
any other loss or damage or misfortune whatever which shall happen in
the execution of the duties of his office or in relation thereto, unless the
same happens through wilful misconduct or neglect or dishonesty or
breach of duty or breach of trust.
SECRECY
181. (a) Every director, manager, auditor, treasurer, trustee, member of the Secrecy
Committee, officer, servant, agent, accountant or other person
employed in the business of the Company shall, if so required by
the directors, before entering upon his duties, or any time during
his / her term of office, sign a declaration pleading himself to
observe strict secrecy relating to all transactions of the Company
with its customers and the state of the accounts with individuals,
all technical and business information of the Company and in
matters relating thereto, and shall by such declaration pledge
himself not to reveal any of the matter which may come to his
knowledge in the discharge of his official duties except when
required so to do by the directors or auditors, or by resolution of
the Company in the General Meeting, or by a court of law and
except so far as may be necessary in order to comply with any of
the provisions in these presents contained.
(b) No member or other person (other than a director) shall be entitled Access to property
to enter the property of the Company or to inspect or examine the information etc.
Company's premises or properties or the books of accounts of the
Company, without the permission of the Board of the Company
for the time being or to require discovery of or any information in
respect of any detail of the Company's trading or any matter which
is or may be in the nature of trade secret, mystery of trade or secret
process or of any matter whatsoever which may relate to the
conduct of the business of the Company and which in the opinion
of the Board it will be inexpedient in the interest of the Company
to disclose or to communicate.
OTHERS
182. Wherever in the Act or any other law for the time being in force, it has Residuary Powers
been provided that the Company or the Board shall have any right,
privilege or authority or that the Company could carry out any
transaction only if the Company or Board is so authorised by its articles,
then and in that case these Articles hereby authorise and empower the
Company and / or the Board (as the case may be) to have all such rights,
privileges or authorities and to carry such transactions as have been
permitted by the Act or any other law for the time being in force, without
there being any specific regulation to that effect in these Articles save
and except to the extent that any particular right, privilege, authority or
transaction has been expressly negated or prohibited by any other
Article herein.
422SECTION IX: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following 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 this Prospectus which will be
delivered to the RoC for filing. Copies of the contracts and also the documents for inspection referred to hereunder,
wew available for inspection at the Registered Office between 10 a.m. and 5 p.m. on all Working Days and were
also available at the Registered Office from date of the Red Herring Prospectus until the Bid/Issue Closing Date.
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by the other parties, without reference to the Shareholders,
subject to compliance of the provisions contained in the Companies Act and other applicable law.
A. Material Contracts for the Issue
(a) Issue Agreement dated February 5, 2025 amongst our Company and the Book Running Lead Manager.
(b) Registrar Agreement dated December 31, 2024 between our Company and the Registrar to the Issue.
(c) Tripartite Agreement dated December 02, 2024 between CDSL, our Company and the Registrar to the
Issue.
(d) Tripartite Agreement dated November 21, 2024 between NSDL, our Company and the Registrar to the
Issue.
(e) Cash Escrow and Sponsor Bank Agreement dated August 29, 2025 between our Company and the
Registrar to the Issue, the Book Running Lead Manager, the Syndicate Members and the Escrow
Collection Bank(s), Public Issue Bank, Sponsor Bank(s), Refund Bank(s).
(f) Syndicate Agreement dated August 29, 2025 between our Company, the Book Running Lead Manager
Registrar to the Issue and Syndicate Members.
(g) Monitoring Agency Agreement dated August 14, 2025 entered into between the Company and the
Monitoring Agency.
(h) Underwriting Agreement dated September 12, 2025 between our Company, the Registrar to the Issue
and the Underwriters.
B. Material Documents
(a) Certified copies of the updated Memorandum of Association and Articles of Association of our Company
as amended from time to time;
(b) Certificate of incorporation dated January 02, 2009, issued by the RoC;
(c) Fresh certificate of incorporation dated December 11, 2024, issued by registrar of companies, central
processing centre, Manesar, Haryana at the time of conversion from a private company into a public
company;
(d) Resolution of our Board of Directors dated December 19, 2024, authorising the Issue and other related
matters;
(e) Resolution of our Shareholders passed at the Extra Ordinary General Meeting dated December 20, 2024,
authorising the Issue and other related matters;
(f) Resolution of our Board of Directors dated February 5, 2025 for approval of the Draft Red Herring
Prospectus for filing with SEBI and the Stock Exchanges;
423(g) Resolution of our Board of Directors dated September 01, 2025 for approval of the Red Herring
Prospectus;
(h) Resolution of our Board of Directors dated September 12, 2025 for approval of this Prospectus;
(i) Copies of annual reports of our Company for the preceding three Fiscals i.e., 2025, 2024 and 2023;
(j) Valuation Report dated November 19, 2024, issued by CA Anurag Singal, Registered Valuer
(Registration no. IBBI/RV/06/2022/14679)
(k) The examination report dated July 19, 2025, of our Statutory Auditors on our Restated Financial
Information, included in this Prospectus;
(l) Statement of Special Tax Benefits dated September 01, 2025 issued by our Statutory Auditors included
in this Prospectus;
(m) Certificate dated September 01, 2025, from J F Jain & Co., Independent Chartered Accountants, issued
with respect to the Key Performance Indicators (KPIs) of the Company and Working capital requirements
(n) Consent of our Promoters, Directors, the BRLM, the Legal Counsel to the Company, the Registrar to the
Issue, the Escrow Collection Bank(s), Refund Banks(s), Sponsor Bank, Public Issue Account Bank, the
Bankers to our Company, the Company Secretary and Compliance Officer and the Chief Financial
Officer, Underwriters, Monitoring Agency and Syndicate Members as referred to act in their respective
capacities;
(o) Consent of our Statutory Auditor dated September 01, 2025 to include their name in this Prospectus and
as an “expert” defined under Section 2(38) of the Companies Act, 2013, read with Section 26 of the
Companies Act, 2013, for inclusion of their examination report dated July 19, 2025 on examination of
our Restated Financial Information and the statement of special tax benefits dated September 01, 2025,
included in this Prospectus;
(p) Consent of Independent Chartered Accountant dated September 01, 2025 from, J F Jain & Co,
Independent Chartered Accountants, to include their name as required under section 26(5) of the
Companies Act, 2013 read with SEBI ICDR Regulations, in this Prospectus and as an “expert” as defined
under section 2(38) of the Companies Act, 2013 in respect of various certifications issued by them in
their capacity as Independent Chartered Accountants to our Company.
(q) Consent of independent chartered engineer dated September 01, 2025 to include their name in this
Prospectus and as an “expert” defined under Section 2(38) of the Companies Act, 2013, read with Section
26 of the Companies Act, 2013, in respect of the reports on production capacity of plant & machinery,
included in this Prospectus.
(r) Industry Report titled ‘Industry Research Report on Indian Gems and Jewellery Sector’ dated December
04, 2024, prepared by CARE, exclusively commissioned and paid for by our Company in connection
with the Issue and is available on our Company’s website at www.shringar.ms.
(s) Consent letter from CARE dated December 16, 2024, to include contents or any part thereof from their
report titled ‘Industry Research Report on Indian Gems and Jewellery Sector’ dated December 04, 2024,
in this Prospectus;
(t) Resolution dated September 01, 2025 passed by the Audit Committee approving KPIs;
(u) Due diligence certificate dated February 5, 2025, addressed to the SEBI from the BRLM;
(v) In-principle approvals issued by BSE and NSE pursuant to their letters both dated April 30, 2025; and
(w) SEBI final observation letter dated bearing reference number SEBI/HO/CFD/RAC-
DIL1/P/OW/2025/0000018002/1 dated July 4, 2025.
424DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations
or rules issued by the Government of India and the guidelines, regulations or rules issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement, disclosure and undertaking made in this Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as
amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
CHETAN N THADESHWAR
CHAIRMAN AND MANAGING DIRECTOR
DIN: 02215281
Place: Mumbai
Date: September 12, 2025
425DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations
or rules issued by the Government of India and the guidelines, regulations or rules issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement, disclosure and undertaking made in this Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as
amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
VIRAJ C THADESHWAR
EXECUTIVE DIRECTOR & CHIEF EXECUTIVE OFFICER
DIN: 02240217
Place: Mumbai
Date: September 12, 2025
426DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations
or rules issued by the Government of India and the guidelines, regulations or rules issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement, disclosure and undertaking made in this Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as
amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
BALRAJ C THADESHWAR
WHOLE-TIME DIRECTOR & CHIEF OPERATING OFFICER
DIN: 08469744
Place: Mumbai
Date: September 12, 2025
427DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations
or rules issued by the Government of India and the guidelines, regulations or rules issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement, disclosure and undertaking made in this Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as
amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
MAMTA C THADESHWAR
NON-EXECUTIVE DIRECTOR
DIN: 02215290
Place: Mumbai
Date: September 12, 2025
428DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations
or rules issued by the Government of India and the guidelines, regulations or rules issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement, disclosure and undertaking made in this Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as
amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
RADHAMANALAN
INDEPENDENT DIRECTOR
DIN: 10835768
Place: Mumbai
Date: September 12, 2025
429DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations
or rules issued by the Government of India and the guidelines, regulations or rules issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement, disclosure and undertaking made in this Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as
amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
NITESH MAHENDRA KOTHARI
INDEPENDENT DIRECTOR
DIN: 10812329
Place: Mumbai
Date: September 12, 2025
430DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations
or rules issued by the Government of India and the guidelines, regulations or rules issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement, disclosure and undertaking made in this Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as
amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
ANILKUMAR MOHANRAJ MARLECHA
INDEPENDENT DIRECTOR
DIN: 08193193
Place: Mumbai
Date: September 12, 2025
431DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations
or rules issued by the Government of India and the guidelines, regulations or rules issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement, disclosure and undertaking made in this Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as
amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
RUCHIKA AGARWAL
INDEPENDENT DIRECTOR
DIN: 10875715
Place: Mumbai
Date: September 12, 2025
432DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations
or rules issued by the Government of India and the guidelines, regulations or rules issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement, disclosure and undertaking made in this Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as
amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
________________________________________
RITESH ASHOKKUMAR DOSHI
CHIEF FINANCIAL OFFICER
Place: Mumbai
Date: September 12, 2025
433