Draft Red Herring Prospectus

Dated: October 18, 2025

100% Book Built Issue
Please read Section 26 and 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated filing upon ROC)

(Scan this code to view Draft Red Herring Prospectus)

FRACTAL INDUSTRIES LIMITED

Corporate Identity Numbers: U74999MH2020PLC335773

REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON TELEPHONE AND EMAIL WEBSITE

Ms. Kruti Parshwa Shah;

Gala 212, Bhullar Star Indl. Estate, Andheri Kurla Rd, Tel No: +91 22-2852 8352;
- Company Secretary and [Link]
Andheri East, Mumbai - 400072, Maharashtra. Email Id: investors@[Link]
Compliance Officer

PROMOTERS OF OUR COMPANY: MR. PANKAJ BISHWANATH AGRAWAL AND MRS. PRITI PANKAJ AGRAWAL

DETAILS OF THE ISSUE

FRESH ISSUE SIZE OFS SIZE (BY NO. OF SHARES

TYPE TOTAL ISSUE SIZE ELIGIBILITY
(IN ₹ LAKHS) OR BY AMOUNT IN ₹)

THE ISSUE IS BEING MADE PURSUANT TO REGULATION

Upto 24,00,000 Equity Shares of ₹10/- Upto 24,00,000 Equity Shares of ₹10/- 229(1) OF CHAPTER IX OF SEBI ICDR REGULATIONS, 2018. AS
Fresh Issue Nil
each aggregating to ₹ [●] Lakhs each aggregating to ₹ [●] Lakhs THE COMPANY’S POST ISSUE PAID-UP CAPITAL IS LESS THAN
₹ 1000 LAKHS.

DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION – NOT APPLICABLE AS THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE
OF EQUITY SHARES

RISK IN RELATION TO THE FIRST ISSUE

The face value of the Equity Shares is ₹ 10/- each. The Floor Price, the Cap Price and the Issue Price to be determined by our Company in consultation with the BRLM on the basis of the assessment of market demand
for our Equity Shares by way of the Book Building Process, as disclosed in “Basis for Issue Price” beginning on page 88 or in case where, Price Band is not disclosed otherwise, will be advertised in two national
daily newspapers (one each in English and in Hindi) with wide circulation and one daily Mumbai regional newspaper with wide circulation at least two working days prior to the Bid / Issue Opening Date, should not
be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at
which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this 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 this 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to chapter titled “Risk Factors” beginning on page 25 of this Draft Red Herring Prospectus.

ISSUER’S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material
in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or
intentions, misleading in any material respect.

LISTING

The Equity Shares issued through Red Herring Prospectus are proposed to be listed on the SME Platform of BSE Limited (BSE SME) in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended
from time to time. For this Issue, the Designated Stock Exchange will be the BSE Limited (“BSE”).

BOOK RUNNING LEAD MANAGER TO THE ISSUE

NAME AND LOGO CONTACT PERSON EMAIL & TELEPHONE

Email: info@[Link]
Mr. Ikshit Shah/Mr. Yash Doshi
Tel. No: +91 94295 50695/9537594321

Finaax Capital Advisors Private Limited

REGISTRAR TO THE ISSUE

NAME AND LOGO CONTACT PERSON EMAIL & TELEPHONE

Email: [Link]@[Link]
Mr. M Murali Krishna
Tel. No: +91 40 6716 2222

KFIN Technologies Limited

BID/ISSUE PERIOD

BID/ISSUE OPENS ON: [●] BID/ISSUE CLOSES ON: [●]

Our Company in consultation with the Book Running Lead Manager may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one
Working Day prior to the Bid/ Issue Opening Date.
 Draft Red Herring Prospectus
Dated: October 18, 2025
100% Book Built Issue
Please read Section 26 and 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated filing upon ROC)

(Scan this code to view Draft Red Herring Prospectus)

FRACTAL INDUSTRIES LIMITED
Corporate Identity Numbers: U74999MH2020PLC335773
Our Company was incorporated as “Fractal Industries Private Limited” as a private limited company under the provisions of the Companies Act, 2013 vide Certificate of Incorporation dated January 9, 2020, issued by
Assistant Registrar of Companies, Central Registration Centre. Further, our Company was converted from a private limited company to public limited company pursuant to special resolution passed in the Extra-Ordinary
General Meeting of our Company dated February 24, 2025 and consequently, the name of our Company was changed from “Fractal Industries Private Limited” to “Fractal Industries Limited” and a fresh certificate of
incorporation dated March 13, 2025 was issued to our Company by the Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies, Central Processing Centre. The Corporate Identification
Number of our Company is U14101MH2020PLC335773.
Registered Office: Gala 212, Bhullar Star Indl. Estate, Andheri Kurla Rd, Andheri East, Mumbai - 400072, Maharashtra.
Website: [Link] E-Mail: investors@[Link]; Telephone No: +91 22-2852 8352;
Company Secretary and Compliance Officer: Ms. Kruti Parshwa Shah
PROMOTERS OF OUR COMPANY: MR. PANKAJ BISHWANATH AGRAWAL AND MRS. PRITI PANKAJ AGRAWAL
DETAILS OF THE ISSUE
INITIAL PUBLIC ISSUE OF UPTO 24,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH OF FRACTAL INDUSTRIES LIMITED (“FRACTAL” OR THE “COMPANY” OR THE “ISSUER”)
FOR CASH AT A PRICE OF ₹ [●]/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ [●]/- PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING TO ₹ [●] LAKHS (“THE
ISSUE”), OF WHICH [●] EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH FOR CASH AT A PRICE OF ₹ [●]/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ [●]/- PER EQUITY
SHARE AGGREGATING TO ₹ [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE
ISSUE LESS THE MARKET MAKER RESERVATION PORTION i.e. NET ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH AT A PRICE OF ₹ [●]/- PER EQUITY SHARE
INCLUDING A SHARE PREMIUM OF ₹ [●]/- PER EQUITY SHARE AGGREGATING TO ₹ [●] LAKHS IS HEREIN AFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET
ISSUE WILL CONSTITUTE [●] % AND [●] %, RESPECTIVELY, OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES
IS ₹ 10/- EACH.
THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLM ADVERTISED IN [●] EDITION OF [●] (A WIDELY
CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND [●] EDITION OF [●] CIRCULATED HINDI NATIONAL DAILY NEWSPAPER AND [●] EDITION OF [●] REGIONAL
NEWSPAPER (MARATHI REGIONAL LANGUAGE OF MAHARASHTRA WHERE OUR REGISTERED OFFICE IS LOCATED). AT LEAST TWO WORKING DAYS PRIOR TO THE ISSUE
OPENING DATE AND SHALL BE MADE AVAILABLE TO THE [●] “[●]”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITE. FOR FURTHER DETAILS SEE “TERMS OF THE ISSUE”
BEGINNING ON PAGE 321.
In case of any revision in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Issue Period not exceeding 10 Working
Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid /Issue Period for a minimum of one Working Days, subject to the
Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press
release, and also by indicating the change on the respective websites of the BRLM and at the terminals of the members of the Syndicate and by intimation to Designated Intermediaries and the Sponsor Bank, as
applicable.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10/- EACH AND THE ISSUE PRICE IS [●] TIMES OF THE FACE VALUE
This Issue is being 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 229 of the SEBI ICDR
Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations, wherein not more than 50.00% of the Net Issue shall be available for allocation on a proportionate basis to Qualified Institutional
Buyers (“QIBs”) (the “QIB Portion”). Further, 5.00% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available
for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than
5.00% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than
15.00% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35.00% of the Net Issue shall be available for allocation to Individual Investors who
applies for minimum application size in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. In terms of Regulation 256 of SEBI ICDR Regulations
read with SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, dated November 10, 2015 and Unified Payments Interface (UPI) introduced vide SEBI Circular Ref: SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated
November 1, 2018, all Bidders are required to participate in the Issue by mandatorily utilizing the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account
(as defined hereinafter) in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or under the UPI Mechanism, as the case may be, to the extent of respective Bid
Amounts. For details, see “Issue Procedure” beginning on page 334 of Draft Red Herring Prospectus. Provided further that for the purpose of public issue by an issuer to be listed /listed on SME exchange made in
accordance with Chapter IX of these regulations, the words “individual investors” shall be read as words “individual investors who applies for minimum application size”.
ELIGIBLE INVESTORS
All potential investors shall participate in the Issue through an Application Supported by Blocked Amount (“ASBA”) process including through UPI mode (as applicable) by providing details about the bank account
which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to “Issue Procedure” beginning on page 334 of this Draft Red Herring
Prospectus. A copy of Red Herring Prospectus will be delivered to the Registrar of Companies for filing in accordance with Section 32 of the Companies Act, 2013.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 each. The Floor Price, the Cap Price and the Issue Price should not
be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at
which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this 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 this 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 issued in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or
adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the chapter titled “Risk Factors” on page 25.
COMPANY’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in
the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect.
LISTING
The Equity Shares Issued through Draft Red Herring Prospectus are proposed to be listed on SME Platform of BSE Limited (“BSE SME”), in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as
amended from time to time. Our Company has received an In-Principle Approval letter dated [●] from BSE Limited (“BSE”) for using its name in Issue document for listing our shares on the SME Platform of BSE
Limited (“BSE SME”). For this Issue, the designated Stock Exchange is the BSE Limited (“BSE”).
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE

FINAAX CAPITAL ADVISORS PRIVATE LIMITED KFIN TECHNOLOGIES LIMITED

SEBI Registration Number: INM000013244 Address: Selenium Tower-B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda,
Address: B-401, The First, B/s Keshavbaug Party Plot, I I M, Ahmedabad-380015, Gujarat, India Serilingampally, Hyderabad – 500 032, Telengana, India;
Telephone Number: +91 94295 50695 Tel No.: +91 40 6716 2222;
Email Id: info@[Link] Email Id: [Link]@[Link]
Investors Grievance Id: investors@[Link] Investor Grievance Email: [Link]@[Link]
Website: [Link] Website: [Link]
Contact Person: Mr. Ikshit Shah/Mr. Yash Doshi Contact Person: M Murali Krishna;
CIN: U64990GJ2023PTC147118 SEBI Registration No.: INR000000221;
CIN: U72400TG2017PLC117649
BID/ISSUE PERIOD
ISSUE OPENS ON: [●] ISSUE CLOSES ON: [●]
Our Company in consultation with the Book Running Lead Manager may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one
Working Day prior to the Bid/ Issue Opening Date.
 TABLE OF CONTENTS
SECTION I – GENERAL ............................................................................................................................................. 1
DEFINITIONS AND ABBREVIATIONS ......................................................................................................................................................... 1
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ..................................... 14
FORWARD LOOKING STATEMENTS ........................................................................................................................................................ 15
SECTION II- SUMMARY OF DRAFT RED HERRING PROSPECTUS ...................................................... 16
SECTION III- RISK FACTORS ............................................................................................................................. 25
SECTION IV – INTRODUCTION ......................................................................................................................... 49
THE ISSUE ............................................................................................................................................................................................................ 49
SUMMARY OF FINANCIAL INFORMATION ........................................................................................................................................... 51
SECTION V - GENERAL INFORMATION ........................................................................................................ 56
SECTION VI - CAPITAL STRUCTURE .............................................................................................................. 68
SECTION - VII – PARTICULARS OF THE ISSUE ............................................................................................... 80
OBJECTS OF THE ISSUE ................................................................................................................................................................................. 80
BASIS FOR ISSUE PRICE .............................................................................................................................................................................. 88
STATEMENT OF POSSIBLE TAX BENEFITS ...................................................................................................................................... 97
SECTION VIII – ABOUT OUR COMPANY ..................................................................................................... 100
INDUSTRY OVERVIEW ...............................................................................................................................................................................100
BUSINESS OVERVIEW ................................................................................................................................................................................138
KEY INDUSTRY REGULATIONS .............................................................................................................................................................181
HISTORY AND CORPORATE STRUCTURE .......................................................................................................................................188
OUR MANAGEMENT ....................................................................................................................................................................................193
OUR PROMOTERS AND PROMOTERS GROUP ..............................................................................................................................209
DIVIDEND POLICY ..........................................................................................................................................................................................214
SECTION IX – FINANCIAL INFORMATION OF OUR COMPANY ............................................................... 215
RESTATED FINANCIAL STATEMENTS ..............................................................................................................................................215
OTHER FINANCIAL INFORMATION ...................................................................................................................................................265
STATEMENT OF FINANCIAL INDEBTEDNESS ..............................................................................................................................267
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS269
CAPITALIZATION STATEMENT ........................................................................................................................ 286
SECTION X – LEGAL AND OTHER INFORMATION ...................................................................................... 287
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ....................................................................................287
GOVERNMENT AND OTHER APPROVALS .......................................................................................................................................297
SECTION XI – INFORMATION WITH RESPECT TO GROUP COMPANIES .............................................. 306
SECTION XII – OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................. 308
SECTION XIII – ISSUE RELATED INFORMATION ......................................................................................... 321
TERMS OF THE ISSUE ................................................................................................................................................................................321
ISSUE STRUCTURE .......................................................................................................................................................................................329
ISSUE PROCEDURE ......................................................................................................................................................................................334
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..............................................................................363
SECTION XIV- DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION ........................................................................................................................................................ 365
SECTION XV – OTHER INFORMATION ............................................................................................................ 401
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..........................................................................................401
DECLARATION ...............................................................................................................................................................................................403
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context
otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below.
References to any legislations, acts, regulations, rules, directions, guidelines, circulars, notifications,
clarifications or policies shall be to such legislations, acts, regulations, rules, directions, guidelines, circulars,
notifications, clarifications or policies as amended, updated, supplemented, re-enacted or modified, from time
to time, and any reference to a statutory provision shall include any subordinate legislation made, from time
to time, under such provision.
The words and expressions used in this Draft Red Herring Prospectus but not defined herein shall have the meaning
ascribed to such terms under the SEBI ICDR Regulation, 2018 read along with SEBI ICDR (Amendment)
Regulations, 2025, SEBI Listing Regulations, the Companies Act, the SCRA, and the Depositories Act and the rules
and regulations made thereunder. Further, the Issue related terms used but not defined in this Draft Red Herring
Prospectus shall have the meaning ascribed to such terms under the General Information Document (as defined
below). In case of any inconsistency between the definitions given below and the definitions contained in the General
Information Document, the definitions given below shall prevail.
The terms not defined herein but used in the chapter titled “Basis for Issue Price”, “Statement of Possible Tax
Benefits”, “Industry Overview”, “Key Industry Regulations”, “History and Corporate Structure”, “Restated
Financial Statements”, “Information with respect to Group Companies”, “Outstanding Litigations and Material
Developments”, “Issue Procedure” and “Description of Equity Shares and Terms of the Articles of Association”
beginning on page no. 88, 97, 100, 181, 188, 215, 306, 287, 334 and 365 respectively, shall have the meanings
ascribed to such terms in these respective section.
GENERAL TERMS
Term Description
“Fractal Industries Limited”, Fractal Industries Limited, a company incorporated in India under the Companies Act,
“Our Company”, “we”, “us”, 2013, having its Registered Office at Gala 212, Bhullar Star Indl. Estate, Andheri
“our”, “the Company”, “the Kurla Rd, Andheri East, Mumbai - 400072, Maharashtra.
Issuer Company” or “the
Issuer”
Our Promoters 1. Pankaj Bishwanath Agrawal
2. Priti Pankaj Agrawal

Companies, individuals and entities (other than companies) as defined under

Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018 which is provided in
Promoters’ Group
the chapter titled “Our Promoters and Promoters’ Group” beginning on page no.
209.
COMPANY RELATED TERMS
Term Description
Articles / Articles of
Articles of Association of our Company, as amended, from time to time.
Association / AOA
The Audit Committee of the Board of Directors constituted in accordance with
Audit Committee Section 177 of the Companies Act, 2013. For details refer chapter titled “Our
Management” beginning on page no. 193 of this Draft Red Herring Prospectus.
The Statutory Auditors of our Company, M/s. Keyur Shah & Associates, Chartered
Auditor of our Company /
Accountants, as mentioned in the chapter titled “General Information” beginning
Statutory Auditor
on page no. 56 of this Draft Red Herring Prospectus.
The Peer Review Auditor of our Company, being M/s. Keyur Shah & Associates,
Chartered Accountants, holding a valid peer review certificate as mentioned in the
Peer Review Auditor
chapter titled “General Information” beginning on page no. 56 of this Draft Red
Herring Prospectus.
Bankers to the Company Axis Bank Limited

1
Term Description
Board of Directors / Board /
The Board of Directors of Fractal Industries Limited unless otherwise specified.
BOD
Companies Act The Companies Act, 2013, as amended from time to time.
Corporate Identification Number of our Company i.e.
CIN
U14101MH2020PLC335773.
The Chairman and Managing Director of our Company, being Pankaj Bishwanath
CMD
Agrawal.
Chief Financial Officer (CFO) The Chief Financial Officer of our Company, Anoop Kumar Agarwal.
Company Secretary and The person qualified to be a Company Secretary as the Compliance officer of our
Compliance Officer (CS) Company, being Kruti Parshwa Shah.
Depositories Act The Depositories Act, 1996, as amended from time to time.
DIN Director Identification Number
Equity Shares of our Company of Face Value of ₹10/- each unless otherwise
Equity Shares
specified in the context thereof.
Equity Shareholders Persons/ Entities holding Equity Shares of Our Company.
ED The Executive Director of our Company, being Vikas Tekriwal.
Group Companies as defined under Regulation 2(1)(t) of the SEBI (ICDR)
Regulations, 2018, “Group companies” shall include such companies (other than
our Promoters and Subsidiary) with which there were related party transactions as
Group Companies disclosed in the Restated Financial Statements as covered under the applicable
accounting standards, and as disclosed in the chapter titled “Information with
respect to Group Companies” beginning on page no. 306 of this Draft Red Herring
Prospectus.
A Non-Executive & Independent Director as per the Companies Act, 2013 and the
Independent Director
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Indian GAAP Generally Accepted Accounting Principles in India.
ISIN INE1W3Q01011.
The officer vested with executive power and the officers at the level immediately
Key Managerial Personnel /
below the Board of Directors as described in the chapter titled “Our Management”
Key Managerial Employees
beginning on page no. 193 of this Draft Red Herring Prospectus.
The policy on identification of group companies, material creditors and material
Materiality Policy litigation, adopted by our Board on October 03, 2025 in accordance with the
requirements of the SEBI ICDR Regulations.
MOA / Memorandum /
Memorandum of Association of our Company as amended from time to time.
Memorandum of Association
Non Residents A person resident outside India, as defined under FEMA.
The nomination and remuneration committee of our Board of Directors constituted
Nomination and Remuneration in accordance with Section 178 of the Companies Act, 2013. For details refer
Committee chapter titled “Our Management” beginning on page no. 193 of this Draft Red
Herring Prospectus.
Non-Executive Director A Director not being an Executive Director or an Independent Director.
A person resident outside India, as defined under FEMA and who is a citizen of
NRIs / Non Resident Indians
India or a Person of Indian Origin under Foreign Outside India Regulation, 2000.
The Registered office of our Company located at Gala 212, Bhullar Star Indl.
Registered Office
Estate, Andheri Kurla Rd, Andheri East, Mumbai - 400072, Maharashtra.
The restated consolidated financial statements of our Company, which comprises
the restated consolidated financial statement of assets and liabilities, the restated
consolidated statement of profit and loss, the restated consolidated statement of
Restated Financial Statements cash flows for the period ended June 30, 2025 and financial year ended on March
31, 2025, March 31, 2024 and March 31, 2023, the summary statement of significant
accounting policies read together with the annexures and notes thereto and other
restated financial information, prepared in terms of the requirements of Section 26

2
Term Description
of the Companies Act, the SEBI ICDR Regulations and the Guidance Note on
Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended
from time to time.
ROC / Registrar of
Registrar of Companies, Mumbai.
Companies
The Stakeholders’ Relationship Committee of our Board of Directors constituted
Stakeholders’ Relationship in accordance with Section 178 of the Companies Act, 2013. For details refer
Committee chapter titled “Our Management” beginning on page no. 193 of this Draft Red
Herring Prospectus.
“Whole-time director” includes a Director in the whole-time employment of the
WTD
company.
ISSUE RELATED TERMS
Term Description
Any prospective investor who makes an application for Equity Shares in terms of this Draft
Applicant
Red Herring Prospectus.
Abridged Abridged Prospectus means a memorandum containing such salient features of a Prospectus as
Prospectus may be specified by SEBI in this behalf.
Acknowledgemen The slip or document issued by the Designated Intermediary to an Applicant as proof of
t Slip registration of the Application.
Application Form The Form in terms of which the applicant shall apply for the Equity Shares of our Company.
Application
An application, whether physical or electronic, used by applicants to make an application
Supported by
authorizing a SCSB to block the application amount in the ASBA Account maintained with the
Blocked Amount /
SCSB.
ASBA
An account maintained with the SCSB and specified in the application form submitted by
ASBA Account
ASBA applicant for blocking the amount mentioned in the application form.
Allotment Issue of the Equity Shares pursuant to the Issue to the successful applicants.
Allottee The successful applicant to whom the Equity Shares are being / have been issued.
A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with
Anchor Investor the requirements specified in the SEBI ICDR Regulations and the Draft Red Herring Prospectus
and who had Bid for an amount of at least ₹ 200 Lakhs.
The price at which Equity Shares will be allocated to the Anchor Investors in terms of the Draft
Anchor Investor Red Herring Prospectus/ Red Herring Prospectus and the Prospectus, which will be decided by
Allocation Price our Company in consultation with the Book Running Lead Manager during the Anchor Investor
Bid/Issue Period.
The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion
Anchor Investor
and which will be considered as an application for Allotment in terms of the Red Herring
Application Form
Prospectus and the Prospectus.
Anchor Investor The date one Working Day prior to the Bid/Issue Opening Date, on which Bids by Anchor
Bid/Issue Period or Investors shall be submitted, prior to and after which the Book Running Lead Manager will not
Anchor Investor accept any Bids from Anchor Investors, and allocation to the Anchor Investors shall be
Bidding Date completed.
The final price at which the Equity Shares will be Allotted to the Anchor Investors in terms of
the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus, which price will be
Anchor Investor equal to or higher than the Issue Price but not higher than the Cap Price.
Issue Price
The Anchor Investor Issue Price will be decided by our Company in consultation with the Book
Running Lead Manager.
With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the
Anchor Investor
event the Anchor Investor Allocation Price is lower than the Issue Price, not later than two
Pay-in Date
Working Days after the Bid/ Issue Closing Date.

3
Term Description
Up to 60% of the QIB Portion which may be allocated by our Company, in consultation with
the Book Running Lead Manager, to the Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations.
Anchor Investor
Portion
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject
to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price, in accordance with the SEBI ICDR Regulations.
The basis on which equity shares will be allotted to successful applicants under the Issue and
Basis of Allotment which is described in the chapter titled “Issue Procedure” beginning on page no. 334 of this
Draft Red Herring Prospectus.
Bankers to the
Issue, Sponsor and [●]
Refund Banker
Banker to the Issue Agreement dated [●] entered into amongst the Company, Book Running Lead Manager, the
Agreement Registrar and the Banker of the Issue.
An indication to make an Issue 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
Bid 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 Draft
Red Herring Prospectus and the relevant Bid cum Application Form. The term “Bidding” shall
be construed accordingly.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable by the
Bidder and, in the case of IBs Bidding at the Cut off Price, the Cap Price multiplied by the number
of Equity Shares Bid for by such IBs 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 Offer, as applicable
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries will not accept any Bids, being [●], which shall be published in a
Bid/Issue Closing
widely circulated English national daily newspaper, a widely circulated Hindi national daily
Date
newspaper and a widely circulated in the regional language, where our Registered Office is
located.
Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, being [●], which shall be published in a
Bid/Issue Opening
widely circulated English national daily newspaper, a widely circulated Hindi national daily
Date
newspaper and a widely circulated in the regional language, where our Registered Office is
located.
Except in relation to Anchor Investors, the period between the Bid/ Issue Opening Date and the
Bid/ Issue Closing Date, inclusive of both days, during which prospective Bidders can submit
their Bids, including any revisions thereof in accordance with the SEBI ICDR Regulations and
the terms of the Draft Red Herring Prospectus. Provided, however, that the Bidding shall be
kept open for a minimum of three Working Days for all categories of Bidders, other than
Anchor Investors. Our Company, in consultation with the Book Running Lead Manager may
consider closing the Bid/Issue Period for the QIB Portion One Working Day prior to the
Bid/ Issue Period Bid/Issue Closing Date which shall also be notified in an advertisement in same newspapers in
which the Bid/Issue Opening Date was published, in accordance with the SEBI ICDR
Regulations.

In cases of force majeure, banking strike or similar circumstances, our Company may, in
consultation with the BRLM, for reasons to be recorded in writing, extend the Bid / Issue Period
for a minimum of 1 (One) Working Days, subject to the Bid/ Issue Period not exceeding 10
(Ten) Working Days.
Bidding Centers Centers at which the Designated Intermediaries shall accept the Application Forms i.e.

4
Term Description
Designated SCSB Branch for SCSBs, Specified Locations for members of the Syndicate,
Broker Centers for Registered Brokers, Designated RTA Locations for RTAs and Designated
CDP Locations for CDPs.
Book Building Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations,
Process in terms of which the Issue is being made.
BRLM / Book Book Running Lead Manager to the Issue, in this case being Finaax Capital Advisors Private
Running Lead Limited, SEBI Registered Category - I Merchant Banker.
Manager
Business Day Monday to Friday (except public holidays).
Broker centers notified by the Stock Exchanges where investors can submit the Application
Broker Centers Forms to a Registered Broker. The details of such Broker Centers, along with the names and
contact details of the Registered Brokers are available on the websites of the Stock Exchange.
CAN or
The Note or advice or intimation sent to each successful Applicant indicating the Equity which
Confirmation of
will be allotted, after approval of Basis of Allotment by the designated Stock Exchange.
Allocation Note
The higher end of the Price Band, subject to any revisions thereto, above which the Issue Price
Cap Price and the Anchor Investor Issue Price will not be finalized and above which no Bids will be
accepted.
Cash Escrow and Agreement dated [●] entered into and amongst our Company the Registrar to the Issue, the Book
Sponsor Bank Running Lead Manager, the Syndicate Members, the Escrow Collection Bank(s), Public Offer
Agreement 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 Offer Account(s) and where applicable, refunds of the
amounts collected from Bidders, on the terms and conditions thereof
Client Identification Number maintained with one of the Depositories in relation to demat
Client Id
account.
Collecting A depository participant as defined under the Depositories Act, 1996, registered with SEBI and who
Depository is eligible to procure Bids at the Designated CDP Locations in terms of the circular no.
Participant/ CDP CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI, as per the list
available on the websites of the Stock Exchanges.
Cut-off Price The Issue Price, as finalised by our Company in consultation with the BRLM, which shall be any
price within the Price Band. Only Individual Bidders are entitled to Bid at the Cut-off Price. QIBs
(including Anchor Investors) and Non- Institutional Bidders are not entitled to Bid at the Cut-off
Price
A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations,
Depository
1996.
Demographic The demographic details of the Applicants such as their Address, PAN, name of the applicant
Details father / husband, investor status, occupation and Bank Account details.
The date on which amounts blocked by the SCSBs are transferred from the ASBA Accounts,
as the case may be, to the Public Issue Account or the Refund Account, as appropriate, in terms
Designated Date of the Draft Red Herring Prospectus, after finalization of the Basis of Allotment in consultation
with the Designated Stock Exchange, following which the Board of Directors may Allot Equity
Shares to successful Bidders in the Offer.
The members of the Syndicate, sub-syndicate / agents, SCSBs, Registered Brokers, CDPs and
Designated
RTAs, who are categorized to collect Application Forms from the Applicant, in relation to the
Intermediaries
Issue.
Depository
A Depository Participant as defined under the Depositories Act, 1996.
Participant
Designated Stock
SME Platform of BSE Limited (“BSE SME”).
Exchange
DP ID Depository Participant’s Identity Number.
Draft Red Herring The Draft Red Herring Prospectus dated October 18, 2025 issued in accordance with Section
Prospectus/DRHP 26 and 32 of the Companies Act filed with the SME Platform of BSE Limited under SEBI

5
Term Description
(ICDR) Regulations.
NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation
Eligible NRI under the Issue and in relation to whom the Draft Red Herring Prospectus constitutes an
invitation to subscribe to the Equity Shares Allotted herein.
QFIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation
under the Issue and in relation to whom the Prospectus constitutes an invitation to purchase the
Eligible QFIs
Equity Shares Issued thereby and who have opened demat accounts with SEBI registered
qualified depositary participants.
Engagement
The engagement letter dated February 3, 2025 between our Company and the BRLM.
Letter
Escrow Account Accounts opened with the Banker to the Issue.
Escrow Collection Banks which are clearing members and registered with SEBI as bankers to an issue and with
Bank whom Escrow Account(s) will be opened, in this case being [●].
Electronic Transfer
Refunds through NACH, NEFT, Direct Credit or RTGS as applicable.
of Fund
Fraudulent
Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations.
Borrower
The bidder whose name appears first in the Bid cum Application Form or Revision Form and
First/Sole Bidder in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account
held in joint names
The lower end of the Price Band, subject to any revision(s) thereto, not being less than the face
Floor Price value of Equity Shares, at or above which the Issue Price and the Anchor Investor Issue Price
will be finalised and below which no Bids will be accepted.
Fugitive Economic An individual who is declared a fugitive economic offender under section 12 of the Fugitive
Offender Economic Offenders Act, 2018
General The General Information Document for investing in public offers, prepared and issued by SEBI, in
Information accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020
Document / GID 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 Fresh Issue that will be available to our Company.
IPO Initial Public Offering.
Individual
Applicants or
Individual Investors applying for Minimum application size which shall be two lots per application, such
Bidder(s) or that the minimum application size shall be above ₹ 2 lakhs. (including HUFs applying through
Individual their Karta) and Eligible NRIs.
Investor(s) or II(s)
or IB(s)
Individual The portion of the Issue being not less than 35% of the Net Issue, consisting of [●] Equity
Investors Portion Shares of face value of ₹10/ each, available for allocation to Individual Bidders.
The Public Issue upto 24,00,000 Equity Shares of ₹10/- each at ₹ [●]/- per Equity Share
Issue / Issue Size /
including share premium of ₹[●]/- per Equity Share aggregating to ₹ [●] Lakhs by Fractal
Public Issue
Industries Limited.
The price at which the Equity Shares are being issued by our Company through this Draft Red
Issue Price
Herring Prospectus, being ₹ [●]/- (including share premium of ₹ [●]/- per Equity Share).
The proceeds of the Issue which shall be available to our Company. For further information
Issue Proceeds about use of the Issue Proceeds, see chapter titled “Object of the Issue” beginning on page no.
80 of this Draft Red Herring Prospectus.
KPI Key Performace Indicators.
Listing Unless the context specifies otherwise, this means the SME Equity Listing Regulation to be
Agreement signed between our company and BSE Limited.
Market Maker The Market Maker to the Issue, in this case being [●].

6
Term Description
Market Maker
The Reserved portion of [●] Equity shares of ₹ 10 each at an Issue Price of ₹ [●] aggregating
Reservation
to ₹ [●] for Designated Market Maker in the Public Issue of our Company.
Portion
Market Making The Agreement among the Market Maker, the Book Running Lead Manager and our Company dated
Agreement [●]
Minimum Aggregate of 20% of the fully diluted post-Offer equity share capital of our Company that is eligible
Promoters to form part of the minimum promoters’ contribution, as required under the provisions of the SEBI
Contribution ICDR Regulations, held by our Promoter that shall be locked-in for a period of 3 years from the date
of commencement of commercial production or date of allotment of Equity Shares, whichever is
later. For details regarding the Minimum Promoters’ Contribution, see chapter titled “Capital
Structure” beginning on page 68.
The Issue (excluding the Market Maker Reservation Portion) of [●] Equity Shares of ₹10/- each
Net Issue at ₹[●]/- per Equity Share including share premium of ₹[●]/- per Equity Share aggregating to
₹ [●] Lakhs by Fractal Industries Limited.
Net Proceeds The proceeds from the Issue less the Issue related expenses applicable to the Fresh Issue.
The portion of the QIB Portion less the number of Equity Shares Allocated to the Anchor
Net QIB Portion
Investors.
Non-Institutional
Investors/ NIIs/ or Investors other than Individual Investors, NRIs and QIBs and who have Bid for Equity Shares
Non-Institutional for more than two lots.
Bidders or NIBs
Non-Institutional The portion of the Issue being not less than 15% of the Issue, consisting of [●] Equity Shares, of
Portion / NIBs which: (i) one-third shall be reserved for Bidders with Bids more with an application size of more
than two lots and up to such lots as equivalent to not more than ₹ 10.00 Lakhs; and (ii) two-third
shall be reserved for Bidders with Bids more than ₹ 10.00 Lakhs subject to valid Bids being received
at or above the Issue Price and under-subscription in either of these two sub-categories of Non-
Institutional Portion may be allocated to Bidders in the other subcategory of Non-Institutional
Portion.
A person resident outside India, as defined under FEMA Act, 1999 and includes Eligible NRIs,
Non-Resident
Eligible QFIs, FIIs registered with SEBI and FVCIs registered with SEBI.
NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for all retail
NPCI payments in India. It has been set up with the guidance and support of the Reserve Bank of
India (RBI) and Indian Banks Association (IBA).
The Prospectus, to be filed with the ROC containing, inter alia, the Issue opening and closing
Prospectus
dates and other information.
Public Issue An Account of the Company under Section 40 of the Companies Act, 2013 where the funds
Account shall be transferred by the SCSBs from bank accounts of the ASBA Investors.
The period commencing on the Bid/Issue Opening date and extended till the closure of the
Pay-in-Period
Anchor Investor Pay-in-Date.
Payment through
electronic transfer Payment through NECS, NEFT or Direct Credit, as applicable.
of funds
Price Band of a minimum price (Floor Price) of ₹[●]/- and the maximum price (Cap Price) of
₹[●]/- and includes revisions thereof. The Price Band will be decided by our Company in
Price Band consultation with the BRLM and advertised in two national daily newspapers (one each in
English and in Hindi) with wide circulation and one daily regional newspaper with wide
circulation at least two working days prior to the Bid / Issue Opening Date.
Pricing Date The date on which our Company in consultation with the BRLM will finalize the Issue Price
Public The Draft Red Herring Prospectus filed with BSE will be made public for comments, if any, for a
Announcement period of at least twenty-one days from the date of filing the Draft Red Herring Prospectus, by
hosting it on our Company’s website, BSE SME website and Book Running Lead Manager’s
website.
Our Company will, within two working days of filing the Draft Red Herring Prospectus with BSE

7
Term Description
SME, make a public announcement in all editions of [●] (a widely circulated English national daily
newspaper), and all editions of [●] (a widely circulated Hindi national daily newspaper) and all
editions of the [●], a regional newspaper where our Registered Office is located, disclosing the fact
of filing of the Draft Red Herring Prospectus with BSE SME and inviting the public to provide their
comments to the BSE SME Exchange, our Company or the Book Running Lead Manager(s) in
respect of the disclosures made in this Draft Red Herring Prospectus.
A Mutual Fund, Venture Capital Fund and Foreign Venture Capital Investor registered with the
SEBI, a foreign institutional investor and sub-account (other than a sub-account which is a
foreign corporate or foreign individual), registered with the SEBI; a public financial institution
as defined in Section 2(72) of the Companies Act, 2013; a scheduled commercial bank; a
Qualified multilateral and bilateral development financial institution; a state industrial development
Institutional corporation; an insurance company registered with the Insurance Regulatory and Development
Buyers / QIBs Authority; a provident fund with minimum corpus of ₹ 25.00 Crore; a pension fund with
minimum corpus of Rs 25.00 Crore; National Investment Fund set up by resolution No. F. No.
2/3/2005 – DDII dated November 23, 2005 of the Government of India published in the Gazette
of India, insurance funds set up and managed by army, navy or air force of the Union of India
and insurance funds set up and managed by the Department of Posts, India.
QIB Category/ QIB The portion of the Offer (including the Anchor Investor Portion) being not more than 50% of the
Portion Issue, consisting of [●], which shall be Allotted to QIBs (including Anchor Investors) on a
proportionate basis, including the Anchor Investor Portion (in which allocation shall be on a
discretionary basis, as determined by our Company in consultation with the BRLM), subject to valid
Bids being received at or above the Issue Price
Red Herring The Red Herring Prospectus to be issued in accordance with Section 32 of the Companies Act, 2013
Prospectus / RHP and the provisions of the SEBI ICDR Regulations, which will not have complete particulars of the
price at which the Equity Shares will be offered and the size of the Offer, including any addenda or
corrigenda thereto.
Account opened / to be opened with a SEBI Registered Banker to the Issue from which the
Refund Account
refunds of the whole or part of the Application Amount, if any, shall be made.
Registrar /
Registrar to the Registrar to the Issue, being KFIN Technologies Limited.
Issue
Registrar The agreement dated September 13, 2025 entered into amongst our Company and the Registrar to
Agreement the Issue in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to
the Issue.
Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Transfer Agents/ Designated RTA Locations as per the lists available on the websites of Stock Exchanges, and the
RTAs UPI Circulars
Unless the context specifies something else, this means the SEBI (Issue of Capital and
Regulations
Disclosure Requirement) Regulations, 2018.
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of
their ASBA Form(s) or any previous Revision Form(s), as applicable. QIB Bidders and Non-
Institutional Bidders are not allowed to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage. Individual Bidders (subject to the minimum application
size above ₹ 2.00 Lakhs) can revise their Bids during the Bid/Offer Period and withdraw their Bids
until Bid/Offer Closing Date
A Self Certified Syndicate Bank registered with SEBI under the SEBI (Bankers to an Issue)
Regulations, 1994 and offers the facility of ASBA, including blocking of bank account. A list
of all SCSBs is available at
[Link]
SCSB(s) 4 and
[Link]
5 , 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
[Link]

8
Term Description
0 , or such other website as may be prescribed by SEBI from time to time

Applications through UPI in the Offer can be made only through the SCSBs mobile applications
(apps) whose name appears on the SEBI website. A list of SCSBs and mobile application, which,
are live for applying in public issues using UPI Mechanism is available on the website of SEBI at
[Link]
3 , as updated from time to time
SME Platform of The SME Platform of BSE, approved by SEBI as an SME Exchange for listing of equity shares
BSE / SME Issueed under Chapter IX of the SEBI (ICDR) Regulations.
Exchange / Stock
Exchange
The Banker to the Issue registered with SEBI and appointed by our Company to act as a conduit
between the Stock Exchanges and the NPCI in order to push the mandate collect requests and
Sponsor Bank
/ or payment instructions of the Individual Bidders into the UPI and carry out other
responsibilities, in terms of the UPI Circulars. The Sponsor Bank in this case being [●]
Syndicate Agreement dated [●] entered into among our Company, the BRLM and the Syndicate Members in
Agreement relation to collection of Bid cum Application Forms by the Syndicate
Syndicate member Syndicate member to the issue is [●].
Underwriter Underwriter to the issue is [●].
Underwriting
The Agreement entered into between the Underwriter and our Company dated [●].
Agreement
UPI Unified payment Interface, which is an instant payment mechanism, developed by NPCI.
The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, Circular number
UPI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/47 dated March 31, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and any subsequent circulars or
notifications issued by SEBI in this regard and any subsequent circulars or notifications issued
by SEBI in this regard.
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI.
A request (intimating the Individual Bidder by way of a notification on the Mobile App and by
UPI Mandate way of a SMS directing the Individual Bidder to such Mobile App) to the Individual Bidder
Request initiated by the Sponsor Bank to authorize blocking of funds on the Mobile App equivalent to
Bid Amount and Subsequent debit of funds in case of Allotment.
The bidding mechanism that may be used by a Individual Investors to make a Bid in the Offer
UPI Mechanism
in accordance with the UPI Circulars.
UPI PIN Password to authenticate UPI transactions.
Willful Defaulter Willful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations.
i. Till Application / Issue closing date:
All days other than a Saturday, Sunday or a public holiday;
i. Post Application / Issue closing date and till the Listing of Equity Shares:
Working Days
All trading days of stock exchanges excluding Sundays and bank holidays in accordance with
the SEBI circular no. SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 and the SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018.
KEY PERFORMANCE INDICATORS TERMS
Term Description
EBITDA Earnings Before Interest, Tax, Depreciation and Amortization

9
EBITDA Margin Earnings Before Interest, Tax, Depreciation and Amortization Margin.
EPS Earnings Per Share.
PAT Profit After Tax.
PAT Margin Profit After Tax Margin.
RoE Return on Equity
TECHNICAL AND INDUSTRY RELATED TERMS
Term Description
3PL Third-Party Logistics
BOPIS Buy Online and Pick Up In-Store
CAGR Compound Annual Growth Rate
CY Calendar Year
F Forecast
FY Financial Year
GOI Government of India
GVA Gross Value Added
IMF International Monetary Fund
ISO International Organization for Standardization
MSME Micro, Small, and Medium Enterprises
NSO National Statistical Office
PE Provisional Estimates
PHDCCI PHD Chamber of Commerce and Industry
PLI Production-Linked Incentive
RFID Radio-Frequency Identification
SCM Supply Chain Management
ULIP Unified Logistics Interface Platform
AR/VR Augmented Reality / Virtual Reality
CAD Computer-Aided Design
CPFR Collaborative Planning, Forecasting, and Replenishment
DFC Dedicated Freight Corridors
FRE First Revised Estimates
GDP Gross Domestic Product
GOTS Global Organic Textile Standard
IIP Index of Industrial Production
IoT Internet of Things
MOSPI Ministry of Statistics & Programme Implementation
NLP National Logistics Policy
P Projections
PFCE Private Final Consumption Expenditure
PIB Press Information Bureau
PPP Purchasing Power Parity
RoSCTL Remission of Duties and Taxes on Exported Products
SKU Stock Keeping Unit
WEO World Economic Outlook
PPMP Pure Play Market Place
WMS Warehouse Management System
SKUs Stock Keeping Units
CONVENTIONAL AND GENERAL TERMS/ ABBREVIATIONS

10
Term Description
₹ or Rs. or Rupees or INR ₹ or Rs. or Rupees or INR
A/c Account.
Act or Companies Act Companies Act, 2013, as amended from time to time.
AGM Annual General Meeting.
AIFs Alternative investment funds as defined in and registered under the SEBI AIF
Regulations.
AO Assessing Officer.
ASBA Application Supported by Blocked Amount.
AS Accounting Standards issued by the Institute of Chartered Accountants of India.
AY Assessment Year.
BG Bank Guarantee.
CAGR Compounded Annual Growth Rate.
CAN Confirmation Allocation Note.
CDSL Central Depository Services (India) Limited.
CIN Corporate Identity Number.
CIT Commissioner of Income Tax.
CRR Cash Reserve Ratio.
Depositories NSDL and CDSL.
Depositories Act The Depositories Act, 1996 as amended from time to time.
A depository registered with SEBI under the Securities and Exchange Board of
Depository India (Depositories and Participants) Regulations, 1996, as amended from time to
time.
DIN Director’s identification number.
DP/ Depository Participant A Depository Participant as defined under the Depository Participant Act, 1996.
DP ID Depository Participant’s Identification.
ECS Electronic Clearing System.
EGM Extra-ordinary General Meeting.
Financial Year / Fiscal Year / financial year shall have the same meaning as assigned to it under sub-section (41)
FY of section 2 of the Companies Act, 2013.
FDI Foreign Direct Investment.
FDR Fixed Deposit Receipt
Foreign Exchange Management Act, 1999, read with rules and regulations
FEMA
thereunder and as amended from time to time.
Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
FEMA Regulations
Outside India) Regulations, 2000, as amended.
Foreign Institutional Investor (as defined under SEBI FII (Foreign Institutional
FII Investors) Regulations, 1995, as amended from time to time) registered with SEBI
under applicable laws in India.
Securities and Exchange Board of India (Foreign Institutional Investors)
FII Regulations
Regulations, 1995, as amended.
FIs Financial Institutions.
FIPB Foreign Investment Promotion Board.
Foreign Venture Capital Investor registered under the Securities and Exchange
FVCI Board of India (Foreign Venture Capital Investor) Regulations, 2000, as amended
from time to time.
GDP Gross Domestic Product.
GIR Number General Index Registry Number.
Gov/ Government/GoI Government of India.
HUF Hindu Undivided Family.

11
Term Description
IFRS International Financial Reporting Standard.
ICSI Institute of Company Secretaries of India.
ICAI Institute of Chartered Accountants of India.
Indian GAAP Generally Accepted Accounting Principles in India.
I.T. Act Income Tax Act, 1961, as amended from time to time.
ITAT Income Tax Appellate Tribunal.
INR/ Rs./ Rupees / ₹ Indian Rupees, the legal currency of the Republic of India.
Ltd. Limited.
Pvt. Ltd. Private Limited.
MCA Ministry of Corporate Affairs.
Merchant Banker as defined under the Securities and Exchange Board of India
Merchant Banker
(Merchant Bankers) Regulations, 1992 as amended.
MOF Ministry of Finance, Government of India.
MOU Memorandum of Understanding.
NA Not Applicable.
NAV Net Asset Value.
NEFT National Electronic Fund Transfer.
NOC No Objection Certificate.
NR/ Non-Residents Non-Resident.
NRE Account Non-Resident External Account.
Non-Resident Indian, is a person resident outside India, as defined under FEMA
NRI
and the FEMA Regulations.
NRO Account Non-Resident Ordinary Account.
NSDL National Securities Depository Limited.
NTA Net Tangible Assets.
p.a. Per annum.
P/E Ratio Price/ Earnings Ratio.
Permanent Account Number allotted under the Income Tax Act, 1961, as amended
PAN
from time to time.
PIO Person of Indian Origin.
PLR Prime Lending Rate.
R&D Research and Development.
RBI Reserve Bank of India.
RBI Act Reserve Bank of India Act, 1934, as amended from time to time.
RoNW Return on Net Worth.
RTGS Real Time Gross Settlement.
SAT Security appellate Tribunal.
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time.
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
SCSBs Self-Certified Syndicate Banks.
SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992.
SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time.
SEBI Insider Trading SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to
Regulations time, including instructions and clarifications issued by SEBI from time to time.
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI Mutual Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat

12
Term Description
Equity) Regulations, 2021
SEBI ICDR Regulations /
Securities and Exchange Board of India (Issue of Capital and Disclosure
ICDR Regulations / SEBI
Requirements) Regulations, 2018, as amended from time to time.
ICDR / ICDR
Securities and Exchange Board of India (Substantial Acquisition of Shares and
SEBI Takeover Regulations
Takeovers) Regulations, 2011, as amended from time to time.
SEBI (ICDR) Regulations, 2018, SEBI (Underwriters) Regulations, 1993, as
amended, the SEBI (Merchant Bankers) Regulations, 1992, as amended, and any
SEBI Rules and Regulations
and all other relevant rules, regulations, guidelines, which SEBI may issue from
time to time, including instructions and clarifications issued by it from time to time.
Sec. Section.
Securities Act The U.S. Securities Act of 1933, as amended.
S&P BSE SENSEX S&P Bombay Stock Exchange Sensitive Index.
Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time
SICA
to time.
SME Small and Medium Enterprises.
Stamp Act The Indian Stamp Act, 1899, as amended from time to time.
State Government The Government of a State of India.
Stock Exchanges Unless the context requires otherwise, refers to, the BSE SME.
STT Securities Transaction Tax.
TDS Tax Deducted at Source.
TIN Tax payer Identification Number.
TRS Transaction Registration Slip.
UIN Unique Identification Number.
U.S. GAAP Generally accepted accounting principles in the United States of America.
Venture capital funds as defined in, and registered with SEBI under, the erstwhile
Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996, as amended, which have been repealed by the SEBI AIF Regulations.

VCFs In terms of the SEBI AIF Regulations, a VCF shall continue to be regulated by the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996
till the existing fund or scheme managed by the fund is wound up, and such VCF
shall not launch any new scheme or increase the targeted corpus of a scheme. Such
VCF may seek re-registration under the SEBI AIF Regulations.
The words and expressions used but not defined in this Draft Red Herring Prospectus will have the same meaning as
assigned to such terms under the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 (the “SEBI
Act”), the SCRA, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 the Depositories Act and the
rules and regulations made thereunder.

13
 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
CERTAIN CONVENTIONS
All references to India contained in this Draft Red Herring Prospectus are to the Republic of India. In this Draft Red
Herring Prospectus, our Company has presented numerical information in lakhs units. One represents 1,00,000.
FINANCIAL DATA
Unless stated otherwise, the financial data in the Draft Red Herring Prospectus is derived from our restated
consolidated financial statements for the period ended June 30, 2025 and financial year ended on March 31, 2025, March
31, 2024 and March 31, 2023 prepared in accordance with Indian GAAP, the Companies Act and restated in
accordance with the SEBI (ICDR) Regulations, 2018 and the Indian GAAP which are included in the Draft Red
Herring Prospectus, and set out in the chapter titled “Restated Consolidated Financial Statements” beginning on page
no. 215 of the Draft Red Herring Prospectus. Our Financial Year commences on April 1 and ends on March 31 of the
following year, so all references to a particular Financial Years are to the twelve-month period ended March 31 of that
year. In the Draft Red Herring Prospectus, discrepancies in any table, graphs or charts between the total and the sums
of the amounts listed are due to rounding-off.
There are significant differences between Indian GAAP, IFRS and U.S. GAAP. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included herein, and the investors should consult
their own advisors regarding such differences and their impact on the financial data. Accordingly, the degree to which
the restated financial statements included in the Draft Red Herring Prospectus will provide meaningful information
is entirely dependent on the reader's level of familiarity with Indian accounting practices. Any reliance by persons
not familiar with Indian accounting practices on the financial disclosures presented in the Draft Red Herring
Prospectus should accordingly be limited.
Any percentage amounts, as set forth in the chapter titled “Risk Factors”, “Business Overview” and “Management
Discussion and Analysis of Financial Position and results of Operations” beginning on page no. 25, 138 and
269 respectively of this Draft Red Herring Prospectus and elsewhere in the Draft Red Herring Prospectus, unless
otherwise indicated, have been calculated on the basis of our restated financial statements prepared in accordance with
Indian GAAP, the Companies Act and restated in accordance with the SEBI (ICDR) Regulations, 2018 and the Indian
GAAP.
INDUSTRY AND MARKET DATA
Unless stated otherwise, industry data used throughout the Draft Red Herring Prospectus has been obtained or derived
from industry and government publications, publicly available information and sources. Industry publications
generally state that the information contained in those publications has been obtained from sources believed to be
reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although
our Company believes that industry data used in the Draft Red Herring Prospectus is reliable, it has not been
independently verified.
Further, the extent to which the industry and market data presented in the Draft Red Herring 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 we conduct our business, and methodologies and
assumptions may vary widely among different industry sources.
CURRENCY AND UNITS OF PRESENTATION
In the Draft Red Herring Prospectus, unless the context otherwise requires, all references to:
➢ ‘Rupees’ or ‘₹’ or ‘Rs.’ or ‘INR’ are to Indian rupees, the official currency of the Republic of India.
➢ ‘US Dollars’ or ‘US$’ or ‘USD’ or ‘$’ are to United States Dollars, the official currency of the United States of
America, EURO or "€" are Euro currency.
➢ All references to the word ‘Lakh’, means ‘One hundred thousand’ and the word ‘Million’ means ‘Ten Lakh’ and
the word ‘Crore’ means ‘Ten Million’ and the word ‘Billion’ means ‘One thousand Million’.

14
 FORWARD LOOKING STATEMENTS
All statements contained in the Draft Red Herring Prospectus that are not statements of historical facts constitute
“forward looking statements”. All statements regarding our expected financial condition and results of operations,
business, objectives, strategies, plans, goals and prospects are forward looking statements. These forward looking
statements include statements as to our business strategy, our revenue and profitability, planned projects and other
matters discussed in the Draft Red Herring Prospectus regarding matters that are not historical facts. These forward
looking statements and any other projections contained in the Draft Red Herring Prospectus (whether made by us or any
third party) are predictions and involve known and unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward looking statements or other projections.
All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual
results to differ materially from those contemplated by the relevant forward looking statement. Important factors that
could cause actual results to differ materially from our expectations include but are not limited to:
➢ General economic and business conditions in the markets in which we operate and in the local, regional, national
and international economies;
➢ Competition from existing and new entities may adversely affect our revenues and profitability;
➢ Political instability or changes in the Government could adversely affect economic conditions in India and
consequently our business may get affected to some extent;
➢ Our business and financial performance is particularly based on market demand and supply of our
products/services;
➢ The performance of our business may be adversely affected by changes in, or regulatory policies of, the Indian
national, state and local Governments;
➢ Any downgrading of India’s debt rating by a domestic or international rating agency could have a negative impact
on our business and investment returns;
➢ Changes in Government Policies and political situation in India may have an adverse impact on the business and
operations of our Company;
➢ The occurrence of natural or man-made disasters could adversely affect our results of operations and financial
condition.
For further discussion of factors that could cause the actual results to differ from the expectations, see the chapter
titled “Risk Factors”, “Business Overview” and “Management Discussion and Analysis of Financial Position
and Results of operations” beginning on page no. 25, 138 and 269 respectively of this Draft Red Herring
Prospectus. 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.
Forward looking statements reflect the current views as of the date of this Draft Red Herring Prospectus and are not
a guarantee of future performance. These statements are based on the management’s beliefs and assumptions, which
in turn are based on currently available information. Although our Company believes 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. None of our Company, the Directors, the
BRLM, or any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting
circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying
assumptions do not come to fruition. Our Company and the Directors will ensure that investors in India are informed
of material developments until the time of the grant of listing and trading permission by the Stock Exchange.

15
 SECTION II- SUMMARY OF DRAFT RED HERRING PROSPECTUS
The following is a general summary of the terms of the Issue. This summary should be read in conjunction with and is
qualified in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus,
including the sections entitled “Risk Factors”, “Industry Overview”, “Outstanding Litigation and Material
Developments”, “Our Promoter and Promoter Group”, “Restated Financial Statements”, “Objects of the Issue”,
“Business Overview”, “Issue Procedure” and “Description of equity shares and terms of the Articles of Association”
beginning on page no. 25, 100, 287, 209, 215, 80, 138, 334 and 365 respectively.
SUMMARY OF BUSINESS
Our Company is engaged in the business of designing, sourcing and manufacturing of garments and providing end-to-end
warehousing and supply chain services to e-commerce platforms. Having Pan India presence, Fractal Industries is a full
service garment manufacturing and technology-driven supply chain management company focused on fast moving, high
quality apparel for e-commerce marketplaces (Myntra, Ajio and similar platforms). We integrate agile design-to-delivery
manufacturing, scalable production capabilities, rigorous quality control, and data-driven supply chain management to help
brands and private labels accelerate speed-to-market, improve margins, and enhance customer satisfaction. We also provide
integrated supply chain and fulfillment solutions that enable apparel brands, partners, and marketplaces to optimize and
streamline their e-commerce operations. Initially, our Company started manufacturing garments for Myntra. Gradually,
year on year basis, company started manufacturing for other marketplaces as well. With a monthly manufacturing capacity
of more than 3,00,000 garment units our Company has built a robust supply chain capable of handling multiple daily orders
and shipments across multiple marketplaces. Our Manufacturing unit is located at Mumbai with warehouses located in
Gujarat, Maharashtra, Haryana, West Bengal and Karnataka. Our Company also offers a wide array of value added services
to enhance e-commerce operations including Product Management System, Data Analytics, Integrated Logistics
Management, Order Management System, Inventory and Returns Management, Order Anomaly Detection, Multi Channel
Sales Enablement.
For further details, please refer to the chapter titled “Business Overview” beginning on page no. 138.
SUMMARY OF INDUSTRY
The Indian supply chain industry forms a critical backbone of the nation’s economy, enabling the seamless movement of
raw materials, semi-finished goods, and final products across diverse sectors including FMCG, automotive, retail, e-
commerce, pharmaceuticals, and industrial manufacturing. It encompasses end-to-end functions such as procurement,
warehousing, inventory management, logistics, transportation, and last-mile delivery—integrating both traditional
distribution networks and emerging digital supply chain models. The industry plays a pivotal role in supporting India’s
manufacturing, trade, and consumption ecosystems, contributing significantly to GDP, employment, and export
competitiveness.
OUR PROMOTERS
The promoters of our Company are Pankaj Bishwanath Agrawal and Priti Pankaj Agrawal.
For detailed information on our promoters and promoters’ group, see chapter titled“Our Promoters and Promoter’s
Group” beginning on page no. 209 on of this Draft Red Herring Prospectus.
BOARD OF DIRECTORS
As on the date of this Draft Red Herring Prospectus, the Board of Directors of our Company comprises of the
following:
Name Designation
Pankaj Bishwanath Agrawal Chairman & Managing Director
Vikas Tekriwal Executive Director
Shiv Kumar Mittal Non- Executive Director
Vipul Ratan Independent Director
Neha Yogesh Khemka Independent Director
For detailed profile of our Board of Directors, please see chapter titled “Our Management” beginning on page 193
of this Draft Red Herring Prospectus.
KEY MANAGERIAL PERSONNEL (KMP)
Name Designation

16
 Pankaj Bishwanath Agrawal Chairman & Managing Director
Anoop Kumar Agarwal Chief Financial Officer
Kruti Parshwa Shah Company Secretary & Compliance Officer
For detailed profile of our Key Managerial Personnel, please see chapter titled “Our Management” beginning on
page 193 of this Draft Red Herring Prospectus.
ISSUE OF THE SIZE
This is an Initial Public Issue of upto 24,00,000 Equity Shares of face value of ₹10/- each of our Company for cash
at a price of ₹[●]/- per Equity Share (including a share premium of ₹[●]/- per Equity Share) aggregating to ₹ [●]
lakhs (“Issue”), out of which [●] Equity Shares of face value of ₹10/- each for cash at a price of ₹[●]/- per Equity
Share aggregating up to ₹[●]/- Lakhs will be reserved for subscription by the market maker to the Issue (the “Market
Maker Reservation Portion”). The Issue less Market Maker Reservation Portion i.e. Issue of [●] Equity Shares of
face value of ₹10/- each, at an issue price of ₹[●]/- per Equity Share for cash, aggregating to ₹ [●] Lakhs is hereinafter
referred to as the “Net Issue”. The Issue and Net Issue will constitute [●]% and [●]% respectively of the post- issue
paid-up Equity Share capital of our Company.
Public Issue of Equity Shares by our Company* Upto 24,00,000 Equity Shares aggregating to ₹ [●] Lakhs
(“The Issue”).
The Issue consists of:
Fresh Issue Upto 24,00,000 Equity Shares aggregating to ₹ [●] Lakhs.
Of Which:
Reserved for the Market Makers Upto [●] Equity Shares aggregating to ₹ [●] Lakhs.
Net Issue to the Public Upto [●] Equity Shares aggregating to ₹ [●] Lakhs.
*The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on September
10, 2025, and by the Shareholder of our Company, vide a special resolution passed pursuant to Section 62(1)(c) of
the Companies Act, 2013 at the Extra Ordinary General Meeting held on September 11, 2025.
OBJECTS OF THE ISSUE
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(₹ in Lakhs)
[Link]. Particulars Estimated Amount*
1. Funding working capital requirements Upto 4,150.00
2. General corporate purposes*# [●]
Total# [●]
*To be determined upon finalisation of the Issue Price and updated in the Prospectus prior to filing with the RoC.
#The amount to be utilized for general corporate purposes shall not exceed 15% of the gross proceeds or 10 crores
whichever is lower.
UTILIZATION NET PROCEEDS
The Net Proceeds are proposed to be utilised in the manner set out in the following table:
(₹ in Lakhs)
Sr. Particulars Estimated Estimated Estimated Utilization
No. Amount* Utilization of Net Proceeds in
of Net Proceeds in F.Y. 2026– 2027
F.Y. 2025 – 2026
1. Funding working capital requirements Up to 4,150.00 Up to 2,500.00 Up to 1,650.00
2. General corporate purposes*# [●] [●] [●]
Total# [●] [●] [●]
*To be determined upon finalisation of the Issue Price and updated in the Prospectus prior to filing with the RoC.
# The amount to be utilised for general corporate purposes shall not exceed 15% of the gross proceeds of the Fresh Issue

17
or 10 crore whichever is lower, in accordance with the SEBI ICDR Regulations.
For further details, please refer to chapter titled “Object of the Issue” beginning on page 80 of this Draft Red Herring
Prospectus.
PRE-ISSUE SHAREHOLDING OF PROMOTER AND PROMOTER GROUP
Our Promoters and Promoter Group collectively holds 54,21,350 Equity shares of our Company aggregating to
97.15% of the pre-issue paid-up Share Capital of our Company.
Pre IPO Post IPO
S. No. Names of Shareholders As a % of
No. of equity As a % of No. of equity
Issued
Shares Issued Capital* Shares
Capital*
Promoters
1. Priti Pankaj Agrawal 1,96,328 3.52 [●] [●]
2. Pankaj Bishwanath Agrawal 52,25,000 93.63 [●] [●]
Total – A 54,21,328 97.15 [●] [●]
Promoters Group
1. Pratik Pankaj Agrawal 11 0.00 [●] [●]
2. Vikas Tekriwal 11 0.00 [●] [●]
Total - B 22 0.00 [●] [●]
Total Promoters and Promoters’ Group 54,21,350 97.15 [●] [●]
(A+B)

*Rounded Off.
SHAREHOLDING OF PROMOTERS / PROMOTERS GROUP AND ADDITIONAL TOP 10 SHAREHOLDERS
OF THE COMPANY AS AT ALLOTMENT:
Pre-Offer Shareholding as at the date of Advertisement(2) Post-Offer Shareholding as at Allotment(3)
At the lower end of the price At the upper end of the price
band (₹[●]) band (₹[●])
S. No. Number of Shareholding (in
Shareholders Number of Number of
Equity Shares %) Shareholding (in Shareholding (in
Equity Equity
%) %)
Shares Shares
Promoters:
1. Priti Pankaj Agrawal [●] [●] [●] [●] [●] [●]
Pankaj Bishwanath
2. [●] [●] [●] [●] [●] [●]
Agrawal
Promoters’ Group(1)
3. Pratik Pankaj Agrawal [●] [●] [●] [●] [●] [●]
4. Vikas Tekriwal [●] [●] [●] [●] [●] [●]
Top 10 Shareholders(4)
Tanisha Shivkumar
5. [●] [●] [●] [●] [●] [●]
Mittal
Santosh Shivkumar
6. [●] [●] [●] [●] [●] [●]
Mittal
7. Shivkumar Mittal [●] [●] [●] [●] [●] [●]
8. Jyoti Ketan Vakaria [●] [●] [●] [●] [●] [●]
9. Pankaj Babulal Vora [●] [●] [●] [●] [●] [●]
Kingsman Wealth
10. Management Private [●] [●] [●] [●] [●] [●]
Limited
Paresh Harishkumar
11. [●] [●] [●] [●] [●] [●]
Thakker

18
 Pre-Offer Shareholding as at the date of Advertisement(2) Post-Offer Shareholding as at Allotment(3)
At the lower end of the price At the upper end of the price
band (₹[●]) band (₹[●])
S. No. Number of Shareholding (in
Shareholders Number of Number of
Equity Shares %) Shareholding (in Shareholding (in
Equity Equity
%) %)
Shares Shares
12. Hardik Shah HUF [●] [●] [●] [●] [●] [●]
Chandulal Fulchand
13. [●] [●] [●] [●] [●] [●]
Ghelani
Kishanchand
Shivratan Gandhi
14. (First Holder) and Mr. [●] [●] [●] [●] [●] [●]
Tarun Kishanchand
Gandhi (Joint Holder)
15. Gajiwala Bhavin D [●] [●] [●] [●] [●] [●]
16. Jigna Tushar Ghelani [●] [●] [●] [●] [●] [●]

Notes:
1. The Promoter Group Shareholders are Pratik Pankaj Agrawal and Vikas Tekriwal;
2. Pre-Issue shareholding as at the date of Advertisement shall be updated at the time of filing the Prospectus;
3. Based on the Issue Price of ₹ [●] and subject to finalization of the basis of allotment.
4. As on the date of this Draft Red Herring Prospectus, we have total 17 (Seventeen) shareholders, out of which only 13
are Public Shareholders.
SUMMARY OF RESTATED FINANCIAL INFORMATION
(₹ in Lakhs)
For the period
For the Financial Year ended
ended
March 31, March 31, March 31,
Particulars June 30th 2025
2025 2024 2023

Standalone Standalone Consolidated Consolidated

Share Capital (₹ in Lakhs) 50.00 50.00 50.00 50.00

Networth (₹ in Lakhs) 1,930.11 1 ,569.61 815.85 589.17
Revenue from operations (₹ in Lakhs) 2,415.49 8,544.87 4,994.40 8,891.11
Profit after Tax (₹ in Lakhs) 360.50 753.76 226.68 265.83
Earnings per share - after bonus (Basic & Diluted) 6.55 13.70 4.12 4.83
(₹)
Net Asset Value per Equity Share (As per actual 386.02 313.92 163.17 117.83
number of equity shares) (₹)
Net Asset Value per Equity Share – (As per Weighted 35.09 28.54 14.83 10.71
Average number of equity shares) (₹)
Total Borrowings (₹ in Lakhs) 2,475.56 2,760.93 2,188.04 1,404.92
QUALIFICATIONS OF AUDITORS
There are no qualifications included by the Statutory Auditors in their audit reports and hence no effect is required
to be given in the Restated Financial Statements.
SUMMARY OF OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
A summary of pending legal proceedings and other material litigations involving our Company are provided below:
For further details, see chapter titled “Outstanding Litigations & Material Developments” beginning on page no.
287 of this Draft Red Herring Prospectus.

19
 Name of Entity Criminal Tax Statutory Disciplinary Material Aggregate
Proceedings Proceedings or actions by the Civil amount
Regulatory SEBI or Stock Litigations involved
Proceedings Exchanges (Rs in
against our Lakhs)
Promoters
Company
By the Company NA NA NA NA NA NA
Against the Company NA 3 NA NA NA 44.34
Directors/KMPs/SMPs
(Other than
promoters)
By our Directors NA NA NA NA NA NA
Against the Directors NA NA NA NA NA NA
Promoters*
By Promoters NA NA NA NA NA NA
Against Promoters NA 12 NA NA NA 315.96
Subsidiaries
By Subsidiaries NA NA NA NA NA NA
Against Subsidiaries NA NA NA NA NA NA
Group Companies
By Group Companies NA NA NA NA NA NA
Against Group NA NA NA NA NA NA
Companies
RISK FACTORS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds
in this 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 this offering. 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
offered in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor
does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Draft Red Herring
Prospectus. Specific attention of the investors is invited to the chapter titled “Risk Factors” beginning on page no.
25 of this Draft Red Herring Prospectus.
SUMMARY OF CONTINGENT LIABILITIES
Except as stated below, there are no other Contingent Liabilities of the Company for the period ended June 30, 2025, and
for the financial year March 31, 2025, March 31, 2024 and March 31, 2023:
(₹ in Lakhs)
For the For the Financial Year ended
period ended
June 30, March 31, March 31,
Particulars March 31, 2023*
2025* 2025* 2024*
(Consolidated)
(Standalone) (Standalone) (Consolidated)
Claims against the Company not
acknowledged as debt:
Custom Duty saved on import of Capital Goods
- - - -
under EPCG Scheme
Bank Guarantees - - - -
Indirect Tax Liability* 44.34 44.34 44.34 44.34
Direct Tax Liability* - - - -
Corporate Guarantee Given by Company - - - -
SUMMARY OF RELATED PARTY TRANSACTIONS

20
 Relationship List of Related Parties

Priti Agrawal (Cessation from director 25th april, 2025)

Anoop Kumar Agrawal (CFO W.e.f. 26th April 2025)
Pankaj B Agrawal (W.e.f. 27th April, 2023)
Director/ Promotors/K.M.P. Neha Yogesh Khemka (W.e.f 07th June, 2025)
Vikas Tekriwal (W.e.f. 25th April, 2025)
Kruti Shah (Company Secretary W.e.f 1st July, 2025)
Shivkumar Mittal (W.e.f. 25th April, 2025)
Fractal Metal Industries LLP
Sociohub Private Limited
Sociocred Private Limited
Beyondedge International Private Limited
Dancefit Global Private Limited
Stuho Community Private Limited
Glamsham Network Private Limited
Promoter Group
Dadijee Sales Private Limited
SPD Snacks Industries LLP
Riddhi Siddhi Enterprises
Fractal Fashion
Swastik Sales Corporation
Pankaj B Agrawal & Sons HUF
Bhagya Laxmi International
Fractal Sparkon Engineer Pvt Ltd ("Holding Subsidiary relation
Subsidiary Company
Cessation w.e.f 20th September 2024")

21
Related Party Transactions
(₹ in Lakhs)

Period ended Year Ended Year Ended Year Ended

Particulars
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Remuneration
Pankaj B Agarwal 9.00 36.00 14.00 -
Priti Agarwal 3.00 1.00 20.00 24.00
Anoop Kumar Agrawal - 5.73 - -

Salary
Anoop Kumar Agrawal 1.49 - - -

Rent expenses
Pankaj Agarwal & Sons HUF 6.88 8.64 17.28 17.28
Priti Agarwal - Rent 0.90 3.24 2.84 3.78

Sales
Fractal Fashion (Pankaj Agrawal) - - 2,525.53 1,587.72

Purchases
Fractal Fashion (Pankaj Agrawal) - - 27.24 -

Investment in shares
Fractal Sparkon Engineer Pvt Ltd - - - 0.51

Investment in shares written back

Fractal Sparkon Engineer Pvt Ltd - - 0.51 -

Unsecured Loan Taken

Pankaj B Agarwal 50.00 19.98 897.00 175.00
Priti Agarwal - - 599.95 120.00
Anoop Agrawal - 4.00 - -
Pankaj Agarwal & Sons HUF - 17.30 - -
Socio hub Pvt Ltd 42.75 46.00 - -

Unsecured Loan Repaid

Pankaj B Agarwal 3.51 380.60 491.30 18.67
Priti Agarwal - 2.05 305.00 209.22
Anoop Agrawal - 4.00 - -
Pankaj Agarwal & Sons HUF - 17.30 - -
Socio hub Pvt Ltd - 46.00 - -

22
 Period ended Year Ended Year Ended Year Ended
Particulars
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Loan and Advances Given

Socio hub Pvt Ltd - - 4.00 5.00

Loan and Advances Received Back

Socio hub Pvt Ltd - - 4.00 5.00

Reimbursement Given/(Taken)
Pankaj B Agarwal - 0.03 - 3.03
Anoop Agrawal 0.41 - 0.79 (0.48)
Priti Agrawal - 0.03 - -
Fractal Fashion (Pankaj Agrawal) - 0.11 3.54 2.11

Related Party Balances

(₹ in Lakhs)

Period ended Year Ended Year Ended Year Ended

Particulars
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Trade Recievables
Fractal Fashion (Pankaj Agrawal) 311.28 1,108.52

Investment in subsidiary
Fractal Sparkon Engineer Pvt Ltd 0.51

Reimbursement
Payable/(Receivables)
Anoop Agrawal 0.41 (0.48)

Rent Outstanding
Priti Agarwal - Rent 0.30 -

Remuneration Payable
Pankaj B Agarwal 9.00 36.00 14.00 19.69
Priti Agarwal 3.00 1.00 20.00 24.00
Anoop Kumar Agrawal - 5.73 - -

Salary Payable
Anoop Kumar Agrawal 1.49 - - -

23
 Period ended Year Ended Year Ended Year Ended
Particulars
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Unsecured Loan
Pankaj B Agarwal 250.96 204.47 565.09 159.39
Priti Agarwal 320.49 320.49 322.54 27.59
Socio hub Pvt Ltd 42.75 - - -

DETAILS OF FINANCING ARRANGEMENTS

There have been no financing arrangements whereby our Promoter, members of the Promoter Group, our Directors
and their relatives have financed the purchase by any other person of securities of our Company during a period of 6
(Six) months immediately preceding the date of this Draft Red Herring Prospectus.
WEIGHTED AVERAGE PRICE AT WHICH THE EQUITY SHARES WERE ACQUIRED BY OUR
PROMOTER IN THE ONE YEAR PRECEDING THE DATE OF THIS DRAFT RED HERRING PROSPECTUS
The weighted average price at which the equity shares were acquired by our Promoters in last one year preceding the
date of this Draft Red Herring Prospectus is set out below:
Number of Equity Shares Weighted Average Cost of
Name
acquired Acquisition per Equity Share (in ₹)*
Priti Pankaj Agrawal 1,78,480 0.00
Pankaj Bishwanath Agrawal 47,50,000 0.00
*Source: Based on Certificate issued by the Statutory Auditor and Peer Review Auditor M/s. Keyur Shah &
Associates, Chartered Accountants vide their certificate dated October 16, 2025.
DETAILS OF PRE-ISSUE PLACEMENT
Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Draft Red
Herring Prospectus till the listing of the Equity Shares.
ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST 1 (ONE) YEAR
Our Company has not issued shares for consideration other than cash except Bonus Issue made on August 20, 2025,
during last one year for more details on the same please refer to the chapter titled “Capital Structure” beginning on
page no. 68 of this Draft Red Herring Prospectus.
SPLIT / CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR
Our Company has not split/ consolidation of the Equity Shares in the one year preceding the date of this Draft Red
Herring Prospectus.
EXEMPTION FROM PROVISIONS OF SECURITIES LAW, IF ANY, GRANTED BY SEBI
Our Company has not applied or received any exemption from complying with any provisions of Securities Law by
SEBI.

24
 SECTION III- RISK FACTORS
An investment in our Equity Shares involves a high degree of financial risk. Prospective investors should carefully consider
all the information in the Draft Red Herring Prospectus, particularly the “Restated Financial Statements” and the related
notes, “Business Overview” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” beginning on page 215, 138 and 269 respectively of this Draft Red Herring Prospectus and the risks and
uncertainties described below, before making a decision to invest in our Equity Shares.
The risk factors set forth below are not exhaustive and do not purport to be complete or comprehensive in terms of all the
risk factors that may arise in connection with our business or any decision to purchase, own or dispose of the Equity
Shares. This section addresses general risks associated with the industry in which we operate and specific risks associated
with our Company. Any of the following risks, individually or together, could adversely affect our business, financial
condition, results of operations or prospects, which could result in a decline in the value of our Equity Shares and the loss
of all or part of your investment in our Equity Shares. While we have described the risks and uncertainties that our
management believes are material, these risks and uncertainties may not be the only risks and uncertainties we face.
Additional risks and uncertainties, including those we currently are not aware of or deem immaterial, may also have an
adverse effect on our business, results of operations, financial condition and prospects.
This Draft Red Herring Prospectus contains forward-looking statements that involve risks 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 Draft Red Herring Prospectus. The financial and other
related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors below. However,
there are risk factors, the potential effects of which are not quantifiable and therefore no quantification has been provided
with respect to such risk factors. In making an investment decision, prospective investors must rely on their own
examination of our Company and the terms of the Issue, including the merits and the risks involved. You should not invest
in this Issue unless you are prepared to accept the risk of losing all or part of your investment, and you should consult your
tax, financial and legal advisors about the particular consequences to you of an investment in our Equity Shares.
Materiality
The Risk factors have been determined on the basis of their materiality. The following factors have been considered for
determining the materiality.
1. Some events may not be material individually but may be found material collectively.
2. Some events may have material impact qualitatively instead of quantitatively.
3. Some events may not be material at present but may be having material impact in future.
Note:
The risk factors as envisaged by the management along with the proposals to address the risk if any. Unless specified or
quantified in the relevant risk factors below, we are not in a position to quantify the financial implication of any of the
risks described in this section.
In this Draft Red Herring Prospectus, any discrepancies in any table between total and the sums of the amount listed are
due to rounding off. Any percentage amounts, as set forth in “Risk Factors” beginning on page 25 and “Management’s
Discussion and Analysis of Financial Position and Results of Operations” beginning on page 269 of this Draft Red
Herring Prospectus unless otherwise indicated, has been calculated on the basis of the amount disclosed in the “Restated
Financial Statements”.
INTERNAL RISK FACTORS
1. The company relies on a limited number of customers for its sales, and the loss of any major customer could
adversely impact our revenue and profitability.
We depend on certain customers who have contributed a substantial portion of our total revenues. The details of the revenue
accounted for cumulatively by our top 1, 3 and 5 customers for the period ended June 30, 2025, and for the financial years
ended March 31, 2025, March 31, 2024, and March 31, 2023, is provided hereunder:

25
 (₹ in Lakhs)
For the period ended For the Financial Year ended
June 30, 2025*
March 31, 2025* March 31, 2024* March 31, 2023*
(Standalone)(Standalone) (Consolidated) (Consolidated)
Revenue from
Operations** % of total % of total % of total % of total
revenue revenue revenue revenue
Amount Amount Amount Amount
from from from from
operations operations operations operations
Top One (1)
1838.59 7.84 7520.18 88.01 2525.53 50.57 6837.00 76.90
Customer
Top Three (3)
2415.49 100.00 8473.98 99.17 4886.22 97.83 8889.48 99.98
Customers
Top Five (5)
2415.49 100.00 8544.87 100.00 4982.44 99.76 8891.11 100.00
Customers
* Rounded Off
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
Although the concentration of our revenue is between our top 5 customers, the Company procures the customers through
marketplaces. Following represents bifurcation of the entire revenue based on the end cutomers:
(₹ in Lakhs)
For the period For the Financial Year ended
ended June 30,
2025* March 31, 2025* March 31, 2024* March 31, 2023*
(Standalone) (Standalone) (Consolidated) (Consolidated)
Sr.
Particulars**
No. % of total % of total % of total % of total
revenue revenue revenue revenue
Amount Amount Amount Amount
from from from from
operations operations operations operations
1 B2B 237.17 9.82 643.69 7.53 4727.69 94.66 8891.11 100.00
2 B2C 2178.31 90.18 7901.18 92.47 266.70 5.34 0.00 0.00
Total 2415.49 100.00 8544.87 100.00 4994.40 100.00 8891.11 100.00
*Rounded Off.
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
Till date we have good relation with our customers. We cannot guarantee that we will continue to generate the same volume
of business, or any business, from them, and the loss of one or more key customers could adversely affect our revenue and
operational results.
That said, the composition of our customer base and the revenue derived from them may evolve as we add new customers
as part of our normal business activities. While we are confident in our ability to maintain strong relationships with existing
customers and approach new ones, we cannot assure that these relationships will endure long-term or that new customers
will be secured promptly.
2. The company relies on a limited number of suppliers for product procurement, and the loss of any key supplier could
impact our business operations.
The details of the purchases accounted for cumulatively by our top 1, 5 and 10 suppliers for the period ended June 30,
2025 and the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, is provided hereunder:

26
 (₹ in Lakhs)
For the period ended For the Financial Year ended
Purchase from June 30, 2025* March 31, 2025* March 31, 2024* March 31, 2023*
Suppliers** (Standalone) (Standalone) (Consolidated) (Consolidated)
Amount % Amount % Amount % Amount %
Top One (1) Supplier 203.33 17.11 288.60 6.36 459.89 8.66 759.63 9.21
Top Five (5)
517.64 43.55 1275.49 28.11 1599.28 30.12 2930.99 35.54
Suppliers
Top Ten (10)
737.49 62.05 2028.01 44.69 2472.26 46.57 4304.69 52.20
Suppliers
* Rounded Off
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
Till date we have good relation with our Suppliers. We cannot guarantee that we will continue to receive the same volume
and quality of supplies, or any supplies at all, from these suppliers. The loss of one or more key suppliers could adversely
impact our stock procurement, revenue, and operational results.
However, the composition and volume of purchases from these suppliers may change as we actively seek new suppliers to
improve quality and pricing in the normal course of business. While we are confident in our ability to maintain strong
relationships with existing suppliers and identify new ones, we cannot assure that these relationships will endure long-term
or that new suppliers will be secured in a timely manner.
3. Our Company, Promoter, Directors, KMP, SMP and Group Company are involved in certain legal proceedings. Any
adverse decision in such proceedings may render us/them liable to liabilities/penalties and may adversely affect our
business and results of operations.
Our Company, Promoters, Directors, KMP, SMP and Group Company are currently involved in certain legal proceedings.
These legal proceedings are pending at different levels of adjudication before various courts and tribunals. The summary
of outstanding litigation in relation to civil matters, Income Tax matters, actions by regulatory/ statutory authorities have
been set out below:
Name of Entity Criminal Tax Statutory Disciplinary Material Aggregate
Proceedings Proceedings or actions by the Civil amount
Regulatory SEBI or Stock Litigations involved
Proceedings Exchanges (Rs in
against our Lakhs)
Promoters
Company
By the Company NA NA NA NA NA NA
Against the Company NA 3 NA NA NA 44.34
Directors/KMPs/SMPs
(Other than
promoters)
By our Directors NA NA NA NA NA NA
Against the Directors NA NA NA NA NA NA
Promoters*
By Promoters NA NA NA NA NA NA
Against Promoters NA 12 NA NA NA 315.96
Subsidiaries
By Subsidiaries NA NA NA NA NA NA
Against Subsidiaries NA NA NA NA NA NA
Group Companies
By Group Companies NA NA NA NA NA NA
Against Group NA NA NA NA NA NA
Companies
*Our Promoters are also the directors of the Company. Hence litigations against them have not been included under the

27
heading of director to avoid repetition.
Brief details of top 5 Criminal Case against our Company:

Sr. Particulars Litigation filed Current Amount

No. by status involved
1 NA NA NA NA

Amount mentioned to the extent quantifiable. The amount may be subject to additional interest/other charges being levied
by the concerned authorities which are unascertainable as on date of this Draft Red Herring Prospectus. For further details,
please refer to the chapter titled “Outstanding Litigations and Material Developments” on page 287 of this Draft Red
Herring Prospectus.
Decisions in any of the aforesaid proceedings adverse to our interests may have a material adverse effect on our business,
results of operations, financial condition and prospects. If the courts or tribunals rule against us or our Company, Group
Company, our Directors and Promoters, we may face monetary and/or reputational losses and may have to make provisions
in our financial statements, which could increase our expenses and our liabilities.
4. Our Company has reported certain negative cash flows from its operating activity, investing activity and financing
activity, details of which are given below. Sustained negative cash flows could impact our growth and business.
Our Company had reported certain negative cash flows from its investing activity and financing activity in the previous
years as per the restated financial statements and the same are summarized as under:
(₹ in Lakhs)
Sr Particulars For the period For the financial year ended
No. ended June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(Standalone) (Standalone) (Consolidated) (Consolidated)
1 Net cash flow from / 343.74 (351.93) (1001.43) 801.44
(used in) operating
activities
2 Net cash flow from / (0.89) (43.18) (485.86) (288.30)
(used in) investing
activities
3 Net cash flow from / (347.20) 393.48 686.45 293.48
(used in) financing
activities
For the year ended March 31, 2025, Net cash flow used in operating activities was ₹ 351.93 Lakhs. This comprises of the
net profit before tax of ₹ 909.81 Lakhs, which was primarily adjusted for Depreciation and Amortization expense of ₹
29.31 Lakhs, Finance cost of ₹ 179.09 Lakhs, Gratuity provision of ₹ 2.36 Lakhs, Loss of ₹ 0.70 Lakhs on Sale of Asset ₹
8.74 Lakhs. The resultant operating profit before working capital changes was ₹ 1,121.27 Lakhs, which was primarily
adjusted for an increase in Trade Receivables of ₹ 113.19 Lakhs, Inventories of ₹ 416.83 Lakhs, Other Non-Current Assets
of ₹ 12.1 Lakhs, and Loans and Advances of ₹ 382.18 Lakhs, Long Term Provision of ₹ 2.35 and Other Current Liabilities
of ₹ 8.63 Lakhs. Additionally, there was a decrease in Other Current Assets of ₹ 22.54 Lakhs, Trade Payables of ₹ 437.49
Lakhs and Short-Term Provisions of ₹ 19.87 Lakhs. Cash utilised from operations was ₹ 226.87 Lakhs, which was
increased by Income tax paid of ₹ 125.06 Lakhs, resulting into net cash flow used in operating activities of ₹ 351.93 Lakhs.
For the year ended March 31, 2024, Net cash flow from operating activities was ₹ 1,001.43 Lakhs. This comprises of the
net profit before tax of ₹ 273.59 Lakhs, which was primarily adjusted for Depreciation and Amortization expense of ₹
34.97 Lakhs, Finance cost of ₹ 96.67 Lakhs, Gratuity provision of ₹ 2.23 Lakhs. The resultant operating profit before
working capital changes was ₹ 407.46 Lakhs, which was primarily adjusted for an increase in Other Current Liabilities of
₹ 24.21 Lakhs, Long Term Provision of ₹ 2.22 Lakhs , Other Long Term Liabilities of ₹ 2.5 Lakh , Other Non-Current
Asset of ₹ 1.8 Lakh , Loans and Advances of ₹ 82.37, Increase in Short Term Provision of ₹ 0.46 Lakhs and Inventories
of ₹ 1,145.17 Lakhs and Decrease in Trade Receivable of ₹721.78 Lakh, Other Current Assets of ₹ 54.69 Lakhs, Trade
Payable of ₹ 933.19 Lakh. Cash utilised from operations was ₹ 949.21 Lakhs, which was increased by Income tax paid of
₹ 52.22 Lakhs, resulting into net cash flow utilised from operating activities of ₹ 1,001.43 Lakhs.
For the period ended June 30, 2025, net cash used in investing activities was ₹0.89 Lakhs, which primarily comprised of
cash outflow in Purchase of property of ₹ 0.89 Lakhs. For the year ended March 31, 2025, net cash used in investing
activities was ₹ 43.18 Lakhs, which primarily comprised of cash outflow in Purchase of property, plant & equipment of ₹

28
53.18 Lakhs and Proceeds from Sale of Purchase of property, plant & equipment of ₹ 10 Lakhs. For the year ended March
31, 2024, net cash utilized from investing activities was ₹ 485.86 Lakhs, which primarily comprised of Purchase of
property, plant & equipment of ₹ 11.46 Lakhs and Investment of ₹ 474.40 Lakh. For the year ended March 31, 2023, net
cash utilized from investing activities was ₹ 288.30 Lakhs, which primarily comprised of Purchase of property, plant &
equipment of ₹ 80.14 Lakhs and Investment of ₹ 208.16 Lakh.
For the period ended June 30, 2025, net cash used in financing activities was ₹ 347.20 Lakhs, which primarily comprised
of interest cost paid of ₹ 61.83 Lakhs and proceeds from long term borrowings of ₹ 92.75 Lakhs, repayment of long-term
borrowings of ₹ 379.5 Lakhs and proceeds from short term borrowings of ₹ 1.38 Lakhs.
We cannot assure you that we may be in a position to have positive cashflows in the future. Our future cashflows would
be adversely impacted if we are required to make any investment in capital expenditure and/or repay our current borrowings
in the future.
5. Dependence on online marketplaces and effective warehouse management for order fulfilment may adversely affect
our business operations and financial performance.
Our business model is significantly dependent on sales through online marketplaces, as well as on the efficient management
of our warehousing and distribution facilities. Any disruption, inefficiency, or change in the operations or policies of these
marketplaces, or any shortcomings in our warehouse management, may materially and adversely affect our business, results
of operations, and financial condition. A substantial portion of our revenue is derived from sales made through third-party
online marketplaces. We rely on these platforms for access to a large customer base, digital visibility, and order fulfillment
support. Any adverse change in their policies relating to commission structures, listing fees, delivery timelines, returns, or
promotional requirements could increase our operational costs or reduce our profit margins. Furthermore, any negative
ratings, algorithmic changes, or restrictions imposed by such marketplaces could limit our product visibility and sales
performance. Our ability to meet marketplace delivery commitments and customer expectations depends on the seamless
functioning of our warehouse operations, which involve inventory management, packaging, labeling, and dispatching of
products. Any delay, error, or inefficiency in warehouse management could lead to order cancellations, delayed deliveries,
or increased return rates, directly impacting customer satisfaction and marketplace performance ratings.
We are also exposed to risks arising from fluctuations in demand on marketplaces, changes in their promotional algorithms,
and seasonal variations, which may result in overstocking or stock-outs at our warehouses. Misalignment between
marketplace demand and warehouse inventory can lead to increased working capital requirements, higher storage costs, or
lost sales opportunities. Moreover, dependence on a limited number of online marketplaces increases our vulnerability to
platform-specific risks. Any technical failure, data breach, or reputational issue faced by these platforms could indirectly
affect our business operations.
Although we have not experienced any disruptions, delays, or losses in the past, our continued reliance on these
marketplaces and systems exposes us to potential operational and financial risks. While we continue to strengthen our
direct-to-consumer (D2C) sales channels and improve automation in our warehouse management systems, there can be no
assurance that these initiatives will fully mitigate the risks associated with our dependence on marketplaces. Any significant
disruption in our marketplace partnerships or warehouse management operations could have a material adverse effect on
our business operations, financial performance, and future growth prospects.
6. Cybersecurity and data protection risks in our technology driven warehouse operations may adversely affect our
business and reputation.
Our warehouse management and supply chain operations rely heavily on digital infrastructure, software systems, and data
networks for inventory tracking, order processing, and coordination with suppliers, and logistics partners. As our operations
become increasingly technology driven, we are exposed to potential cybersecurity and data protection risks that could
adversely affect our business, operations, and reputation. We store and process a significant amount of operational,
financial, and customer-related information through our warehouse management software. This system may be vulnerable
to cyberattacks, data breaches, unauthorized access, hacking, phishing, malware, or ransomware incidents. Any such cyber
incident could result in loss, alteration, or theft of confidential business data, disruption of operations, financial loss, and
potential legal liabilities. Further, our dependence on third-party software vendors, IT service providers, increases our
exposure to data security risks that may be beyond our direct control. Any lapse or failure on the part of such third parties
to maintain strong cybersecurity measures could compromise the integrity and confidentiality of our operational data. In
addition, any prolonged system downtime, data corruption, or unauthorized manipulation of records may disrupt warehouse
operations, cause inaccuracies in inventory management, delay order fulfillment, or result in financial and reputational
damage. We may also face regulatory scrutiny or penalties in case of non-compliance with applicable data protection and
privacy laws. Although we have implemented firewalls, encryption, data backup procedures, and restricted access controls

29
to safeguard our information systems, there can be no assurance that these measures will be completely effective against
all evolving cybersecurity threats.
Although we have not experienced any cybersecurity incidents or data breaches in the past, there is a potential risk of
cyberattacks, unauthorized access, or data loss, which could disrupt operations, affect inventory management, delay order
fulfillment, or result in reputational and financial impact.
7. Changing fashion trends on online marketplaces may adversely affect our business and financial performance.
Our business operations are significantly dependent on selling apparel products through online marketplaces. Although we
have not experienced any material adverse impact due to changing fashion trends in the past, our continued dependence on
such marketplaces exposes us to potential risks arising from shifts in consumer preferences, seasonal trends, or demand for
new designs and styles.
The apparel industry is highly dynamic, and consumer preferences on online marketplaces can change rapidly. Any
inability to anticipate, respond to, or align our product offerings with evolving fashion trends could result in overstocking
of unsold inventory, stock-outs of in-demand products, or reduced sales, thereby impacting our operational efficiency,
working capital, and profitability. Online marketplaces often influence product visibility and sales through dynamic
pricing, promotional campaigns, and algorithm-driven recommendations, which are dependent on prevailing trends. Failure
to align our products with these trends could adversely affect our market positioning, customer reach, and sales potential
on such platforms.
Although we actively monitor fashion trends, diversify our product portfolio, and adopt agile production and inventory
management practices, there can be no assurance that such measures will fully mitigate the risks arising from rapid changes
in consumer preferences. Any materialization of these prospective risks could have a significant adverse effect on our
business operations, financial condition, and growth prospects.
8. Any mismanagement, loss, or damage of inventory may adversely affect our operations, profitability, and financial
condition.
Our business operations require the continuous maintenance of optimal inventory levels of raw materials, semi-finished
goods, and finished apparel products across our manufacturing units and warehouses. Any mismanagement, loss, or
damage of inventory could materially and adversely affect our business operations, profitability, and financial condition.
We maintain significant quantities of inventory at various stages of production and storage. Effective inventory
management is essential to ensure timely production, order fulfillment, and cost control. Any failure to accurately record,
track, or reconcile inventory movements may result in discrepancies, loss of goods, leading to financial and operational
inefficiencies. Further, inventory losses may arise from theft, mishandling, deterioration due to improper storage, fire,
flooding, or other unforeseen events. While we have implemented periodic physical verification procedures, as well as
maintain insurance coverage against certain risks, there can be no assurance that such measures will be adequate to detect
all discrepancies or fully compensate for potential losses.
Inventory mismanagement may also lead to overstocking or stock-outs, adversely impacting our working capital cycle,
storage costs, and ability to meet customer demand in a timely manner. Overstocking may increase the risk of obsolescence
or damage, particularly in the apparel industry, where designs and trends change frequently. Conversely, inadequate stock
levels may result in production delays or cancellation of customer orders, affecting our credibility and revenue. As our
business scales and product portfolio expands, managing inventory efficiently across multiple warehouses, in different
places becomes increasingly complex. Any deficiency in our inventory management systems, human error, or delay in
implementing advanced warehouse management technologies could exacerbate these risks.
Although we have not experienced any instances of inventory mismanagement, loss, or damage in the past, there is a
potential risk that inaccuracies in inventory tracking, theft, mishandling, or unforeseen events could disrupt operations,
delay order fulfillment, increase costs, or adversely affect our business, financial performance, and profitability. While we
continuously strive to strengthen our inventory controls and monitoring mechanisms, there can be no assurance that such
measures will completely eliminate the risk of inventory mismanagement or loss.
9. Inefficiency in managing product returns through online marketplaces could materially affect our operations,
profitability, financial condition, and growth prospects.
A substantial portion of our sales is conducted through online marketplaces, which exposes us to product returns by
customers. Any inefficiency or delay in managing returned products—including inspection, refurbishment, restocking, or
disposal may result in inventory losses, increased operational costs, and potential write-offs of unsellable goods. High
return volumes or poor handling of returns could also disrupt our warehouse and logistics operations, adversely affect our
ability to fulfill new orders on time, and strain compliance with marketplace policies and regulatory requirements.
Additionally, frequent or poorly managed returns could negatively impact our reputation, reduce customer confidence, and

30
harm our relationships with marketplace partners. Any of these factors could materially affect our operations, profitability,
financial condition, and future growth prospects.
Although we have not encountered significant issues in managing product returns through online marketplaces in past, any
future inefficiency in this area could materially affect our operations.
10. We depend on a limited number of States for a significant portion of our revenue from operations. The loss of any
of our major customer in these States due to any adverse development or significant reduction in business from our
major customer may adversely affect our business, financial condition, results of operations and future prospects.
We derive our revenue from domestic regions. However, we derive a large portion of our revenue from the state of Gujarat,
Maharashtra, Haryana, Karnataka, Telangana, and West Bengal. The state wise bifurcation of revenue from operation for
the period ended June 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 is as under:

31
State Wise Revenue Break Up:
(₹ in Lakhs)
For the period For the Financial Year ended
ended June 30,
2025* March 31, 2025* March 31, 2024* March 31, 2023*
(Standalone) (Standalone) (Consolidated) (Consolidated)
Sr.
Name of State**
No. % of total % of total % of total % of total
revenue revenue revenue revenue
Amount Amount Amount Amount
from from from from
operations operations operations operations
1 Gujarat 0.00 0.00 240.47 2.81 2838.93 56.84 6042.65 67.96
2 Haryana 63.37 2.62 163.41 1.91 39.54 0.79 412.14 4.64
3 Karnataka 1459.24 60.41 5178.02 60.60 238.92 4.78 299.81 3.37
4 Maharashtra 846.84 35.06 2845.19 33.30 1865.43 37.35 1910.62 21.49
5 Telangana 0.00 0.00 0.00 0.00 0.00 0.00 3.83 0.04
6 West Bengal 46.04 1.91 117.78 1.38 11.58 0.23 222.07 2.50
Total 2415.49 100.00 8544.87 100.00 4994.40 100.00 8891.11 100.00
*Rounding Off.
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
If the economic conditions of these states become volatile or uncertain or the conditions in the financial market deteriorate,
or if there are any changes in laws applicable to our industry or if any restrictive conditions are imposed on us or our
business, there will be a severe impact on the financial condition of our business. Further, the ultimate customers located
in this geography may reduce or postpone their spending significantly which would adversely affect our operations and
financial conditions.
11. If our Company is unable to protect its intellectual property, or if our Company infringes on the intellectual property
rights of others, our business may be adversely affected.

Our Company is currently using logo, which is not yet registered in the name of our Company. While, we
have made applications for registering the name and logo of our Company, however the application is pending for approval.
If we are unable to get the same registered with the trademark authorities then, our Company may not be able to successfully
enforce or protect our intellectual property rights and obtain statutory protections available under the Trademarks Act,
1999, as otherwise available for registered trademarks in future could have a material adverse effect on our business and
goodwill, which in turn could adversely affect our results of operations. There can be no assurance that third parties will
not infringe upon our intellectual property, causing damage to our business prospects, reputation and goodwill. Our efforts
to protect our intellectual property may not be adequate and may lead to erosion of our business value and our operations
could be adversely affected. We may need to litigate in order to determine the validity of such claims and the scope of the
proprietary rights of others. Any such litigation could be time consuming and costly and the outcome cannot be guaranteed.
We may not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect its intellectual
property, which could adversely affect our business, results of operations and financial condition. For further details, please
refer to the chapter titled “Business Overview” and “Government and Other Approvals” beginning on page no. 138 and
297, respectively of this Draft Red Herring Prospectus.
12. Our Registered Office, Manufacturing Unit and few Warehouses from where we operate is not owned by us but
taken on Lease basis. Our inability to renew the lease agreement or any adverse impact on the title or ownership
rights of our owner/landlord in relation to these premises may impede our operations.
Our Registered Office, Manufacturing Unit and few Warehouses as disclosed under the chapter titled as “Business
Overview” on page no. 138, from where we operate is on the premises that has been taken on lease basis. Upon expiration
of the agreement, we will be required to negotiate the terms and conditions. Our lease agreement is renewable on mutually
acceptable terms and upon payment of such rent escalations as stated in the lease agreement. Any delay or non-payment of
rent may result in vacation of the property. In the event that we are required to vacate our current premises, we would be
required to make alternate arrangements for our infrastructure and there can be no assurance that the new arrangements
will be on commercially acceptable terms. Further, relocation of any part of our operations may cause disruptions to our

32
business and may require significant expenditure. If we are required to relocate our business operations, we may suffer a
disruption in our operations or have to pay increased charges, which could have an adverse effect on our business, results
of operations, financial condition and cash flows.
13. Disruptions or inefficiencies in our supply chain and logistics network may adversely affect our operations and
financial performance.
Our business is highly dependent on the smooth functioning of our supply chain and logistics network, which plays a
critical role in ensuring timely procurement of raw materials and delivery of finished goods. Any disruption or inefficiency
in our supply chain and logistics operations could materially and adversely affect our business, financial condition, and
results of operations. We rely on a wide network of suppliers, transporters and logistics partners for sourcing fabrics,
accessories, and other inputs required in our manufacturing process, as well as for the distribution of our finished products
to customers and marketplaces. Any delay, shortage, or quality issue in the supply of raw materials, or any disruption in
transportation due to factors such as strikes, accidents, natural calamities, regulatory restrictions, or infrastructure
constraints, could delay our production schedules and impact timely order fulfillment. Further, as we cater to domestic
clients, our logistics operations involve multiple touchpoints, including warehousing, packaging, and dispatch.
Inefficiencies in coordination, inventory planning, or warehouse management could result in increased operating costs,
overstocking or stock-outs, and longer lead times, adversely affecting customer satisfaction and profitability.
We also depend on third-party logistics service providers for transportation and last-mile delivery. Any deficiency in their
performance, increase in freight costs, or failure to adhere to delivery timelines may negatively impact our operational
efficiency and reputation. Additionally, fluctuations in fuel prices, shortage of transport capacity, or changes in government
regulations related to logistics, taxation may further increase our distribution costs. Although we have not experienced any
material disruptions in our supply chain or logistics network in the past, any future occurrence could result in operational
delays, increased costs, loss of business opportunities, and could materially and adversely affect our revenue, profitability,
and financial condition.
While we strive to mitigate these risks through diversified supplier relationships and efficient supply chain management
system, there can be no assurance that such measures will completely prevent disruptions. Any significant breakdown in
our supply chain or logistics network could have a material adverse effect on our operations, revenues, and growth
prospects.
14. Our Manufacturing facility relies on specialized machinery and any significant breakdown or delay in maintenance
could disrupt our production
Our manufacturing operations are highly dependent on the continuous and efficient functioning of specialized machinery
and equipment used in the production of apparel products. The efficient operation of these machines is critical to
maintaining product quality, ensuring timely fulfilment of orders, and achieving cost efficiencies. Any significant
breakdown, malfunction, or technical failure of this machinery, whether due to wear and tear, inadequate maintenance,
power supply interruptions, or other unforeseen causes, could result in production stoppages or reduced output. In addition,
delays in obtaining spare parts, engaging qualified technicians, or completing necessary repairs could further prolong such
disruptions. A prolonged and unexpected interruption may not only lead to financial losses due to unutilized capacity but
may also result in supply shortages, delayed deliveries, and potential loss of customer trust. While we undertake regular
maintenance and quality checks to minimize such risks, there can be no assurance that unexpected equipment failures will
not occur. Furthermore, as technology evolves, our existing machinery may become obsolete, requiring substantial capital
expenditure for replacement or upgrades.
Accordingly, any significant breakdown or delay in the maintenance of our specialized machinery could have a material
adverse effect on our production capabilities, business operations, financial condition, and results of operations.
15. Our business operations are subject to fluctuations in raw material prices.
Our operations are significantly dependent on the availability and cost of raw materials such as fabrics other accessories.
The prices of these raw materials are subject to volatility due to factors beyond our control, including global commodity
price trends, changes in supply-demand dynamics, climatic conditions, government policies, trade restrictions, and
currency exchange rate fluctuations. Our company relies on third-party suppliers for sourcing the raw materials necessary
for manufacturing our products. We are exposed to price fluctuations and potential unavailability of these raw materials,
particularly as we generally do not enter into long-term supply agreements with our suppliers. A significant portion of our
requirements is met through the spot market, leaving us unable to control the factors influencing the cost of raw materials.
Additionally, we face challenges in offsetting or passing on such cost increases to our customers. Rising prices of raw
materials may impact our margins and profitability, adversely affecting our business, financial condition, and operational
results.

33
Although we benefit from favourable terms with suppliers in both pricing and availability, any inability to secure high-
quality raw materials in a timely and cost-effective manner could disrupt our production or trade cycles and delay delivery
schedules, potentially leading to customer losses and reduced revenues.
16. We have working capital requirements. If we experience insufficient cash flows to make required payments on our
debt or fund working capital requirements, there may be an adverse effect on our results of operations.
The business of our Company is working capital intensive. The successful operation of our business relies on significant
working capital, which is essential for various aspects, including financing project operations, inventory management, and
the purchase of raw materials and may continue to do so in future also. However, changes in credit terms and payment
delays can adversely impact our working capital, resulting in lower cash flows and increased funding requirements.
Inadequate financing of our working capital needs may arise due to several factors, such as delays in disbursements under
financing arrangements, higher interest rates, increased insurance costs, or borrowing and lending restrictions. Such
circumstances could have a material adverse effect on our overall business, financial condition, and prospects.
The performance of our business operations is contingent upon our capacity to proficiently handle our inventories and trade
receivables. Our ability to appropriately assess our clients' creditworthiness and make sure they receive appropriate terms
and conditions to maintain our business connection with them is essential to managing our trade receivables successfully.
But if our management doesn't fairly assess the terms and conditions we have with our clients, it could result in bad debt
write-offs and/or delays in recoveries, which could cause a liquidity constraint and negatively impact our operations and
business. A shortage of liquidity could also lead to greater borrowing costs for working capital and, as a result, higher
financing costs, both of which would affect our profitability. Our inability to maintain sufficient cash flow, credit facilities,
and other funding sources in a timely manner, or to satisfy working capital requirements and settle debts, may have a
negative impact on our financial situation and operational outcomes. We could not be able to sustain current sales level,
which would have a negative impact on our financial health, if we are unable to collect our debt from our trade receivables
or sell our inventory.
For further details of working capital requirements, please refer to the chapter titled "Object of the Issue" beginning on
page 80 of the Draft Red Herring Prospectus.
17. There are certain delays in filing forms with the RoC under the provisions of Companies Act, 2013. Any penalty
or action taken by any regulatory authorities in future for non-compliance with provisions of relevant act could
impact the financial position of the Company to that extent.
In the past, there have been some instances of delays in filing forms/returns with ROC with respect to certain provision of
statutory regulations applicable to us such as:
Sr No. Form Date of Event Due Date of Filing Date of Filing
1 ADT-1 December 13, 2021 January 15, 2022 January 28, 2022
2 CHG-1 March 30, 2022 April 29, 2022 April 30, 2022
3 ADT-3 July 20, 2022 August 19, 2022 August 30, 2022
4 AOC-4 September 30, 2022 October 29, 2022 October 31, 2022
5 AOC-4 September 30, 2024 October 29, 2024 October 30, 2024
6 AOC-4 CFS September 30, 2024 October 29, 2024 October 30, 2024
7 MGT-14 May 31, 2025 June 30, 2025 July 3, 2025
The statutory authorities have not imposed any penalties other than the additional fees payable for delayed filing of statutory
forms and there are no legal proceedings or regulatory action initiated against our Company in relation to such discrepancies
in filing statutory forms with the RoC as on the date of this Draft Red Herring Prospectus. Also, there are no non-
compliances/delayed compliances of the company which require adjudication/ compounding/ [Link] we
remain committed to full compliance with applicable laws and regulations, and take all reasonable steps to ensure the same,
we cannot assure you that such legal proceedings or regulatory actions will not be initiated against our Company in future
and we cannot assure you that we will not be subject to penalties imposed by concerned regulatory authorities in this
respect. Therefore, if the authorities impose monetary penalties on us or take certain punitive actions against our Company
in relation to the same, our business, financial condition and results of operations could be adversely affected.
Further, to ensure that the above delayed filings will not occur in future, we have taken the following steps i.e. appointed
a whole-time Company Secretary to oversee and ensure accurate and timely filings and compliance and implement a
Maker-Checker policy to ensure the accuracy and correctness of all submissions.

34
18. There have been instances of delayed filings in the past with certain regulatory authorities with respect to filings
related to GST returns and TDS Returns. If the regulatory authorities impose any monitory penalties on us or take
any punitive actions against our Company in relation to the same, our business, financial condition and results of
operations could be adversely affected.
There have been instances of delayed filings in the past with certain regulatory authorities with respect to filings related to
GST returns and TDS returns. As on the date of this Draft Red Herring Prospectus, there have been no penalties levied on
our Company for such delays. However, it cannot be assured that even in future no such delay will happen or no such
penalty will be levied. Therefore, if the regulatory authorities impose any monitory penalties on us or take certain punitive
actions against our Company in relation to the same, our business, financial condition and results of operations could be
adversely affected. We cannot assure you that such delayed compliances will not happen in the future and that our Company
will not be subject to any action by statutory or regulatory authorities, which may adversely affect our operating margins
and consequentially, business, financial condition and results of operations.
Non-compliance with regulatory requirements can have significant financial and operational consequences for the
Company. Failure to meet filing deadlines often results in financial penalties, late fees, and interest charges, increasing the
Company’s compliance costs and impacting cash flow. Additionally, regulatory authorities may scrutinize the Company’s
records, leading to audits, investigations, and possible legal proceedings, which further strain financial resources and
management bandwidth. Moreover, rectifying past non-compliance requires additional administrative efforts, legal
consultations, and resource allocations, adding to the overall compliance burden. Furthermore, reputational damage arising
from non-compliance can erode stakeholder confidence, affecting relationships with customers, suppliers, and business
partners.
The previous delays in filing return of statutory dues are as under which are as per certificate dated October 16, 2025,
issued by M/s Keyur Shah & Associates, Chartered Accountants, the statutory and peer review auditor of our Company:
Instances of Delay in Filing GST Returns:
The Followings table depicts the delays in filling of GSTR-3B Returns by the Company:
For the Financial/Period Return Type Total Number of return Delayed Filing
filed
FY 2022-23 GSTR 3B 12 3
FY 2023-24 GSTR 3B
-Maharashtra 12 2
-Gujarat 3 -
FY 2024-25 GSTR 3B
-Maharashtra 12 5
-Gujarat 12 1
- Haryana 8 -
- Karnataka 7 -
- west bengal 3 -
For the period ended on GSTR 3B
June 30, 2025
-Maharashtra 3 -
-Gujarat 3 -
- Haryana 3 -
- Karnataka 3 -
- west bengal 3 -
The Followings table depicts the delays in filling of GSTR-1 Returns by the Company
For the Financial/Period Return Type Total Number of return Delayed Filing
filed
FY 2022-23 GSTR 1 12 2
FY 2023-24 GSTR 1
-Maharashtra 12 3
-Gujarat 3 1

35
 FY 2024-25 GSTR 1
-Maharashtra 12 2
-Gujarat 12 1
- Haryana 8 1
- Karnataka 7 1
- West bengal 3 -
For the period ended on GSTR 1
June 30, 2025
-Maharashtra 3 -
-Gujarat 3 -
- Haryana 3 -
- Karnataka 3 -
- West bengal 3 -

GSTR 9 Return filing:

Sr. Month Due date of Filing Actual Date of Filing Delay (in days), if any
No.
1 FY 2025 31-12-2025 - N.A
2 FY 2024 31-12-2024 04-01-2025 4
3 FY 2023 31-12-2023 30-12-2023 -
Instances of Delay in Filing TDS Returns (26Q):
FY 2023-2024
Sr. Period Due date of Actual Date of Delay (in
No. return filing filing days), if
any
1 April 1, 2023 to June 30, 2023 31-07-2023 04-10-2023 65
2 July 1, 2023 to September 30, 2023 31-10-2023 01-11-2023 1
3 October 1, 2023 to December 31, 2023 31-01-2024 29-01-2024 -
4 January 1, 2024 to March 31, 2024 31-05-2024 30-05-2024 -
FY 2022-2023
Sr. Period Due date of Actual Date of Delay (in
No. return filing filing days), if
any
1 April 1, 2022 to June 30, 2022 31-07-2022 31-07-2022 -
2 July 1, 2022 to September 30, 2022 31-10-2022 01-12-2022 31
3 October 1, 2022 to December 31, 2022 31-01-2023 31-01-2023 -
4 January 1, 2023 to March 31, 2023 31-05-2023 25-06-2023 25
Instances of Delay in Filing TDS Returns (24Q):
FY 2022-2023
Sr. Period Due date of Actual Date of Delay (in
No. return filing filing days), if
any
1 April 1, 2022 to June 30, 2022 31-07-2022 NA -
2 July 1, 2022 to September 30, 2022 31-10-2022 NA -
3 October 1, 2022 to December 31, 2022 31-01-2023 NA -
4 January 1, 2023 to March 31, 2023 31-05-2023 26-06-2023 26
*As certified by Statutory and Peer Review Auditor, M/s Keyur Shah & Associates vide their certificate October 16, 2025.

36
19. There are certain delayed filing of Provident Fund Dues which may attract penalties.
We are required under applicable Indian laws and regulations, including the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952, to deposit employee and employer contributions towards Provident Fund (“PF”) and
file the corresponding returns within prescribed timelines. In the past, there have been some instances of delays in filing
PF returns. Any delay in this regard may attract interest, penalties, and damages as prescribed under applicable law. While
we endeavor to ensure strict and timely compliance with all statutory obligations, there can be no assurance that inadvertent
delays or lapses will not occur in the future. Delayed filing of PF dues could expose us to regulatory scrutiny, demands for
payment of interest and damages and initiation of legal proceedings. Further, such non-compliance, even if inadvertent or
technical in nature, could adversely affect our reputation, create employee dissatisfaction, and have a material adverse
effect on our business operations, financial condition, and results of operations. While our Company have already
regularized the aforesaid delays, however, there can be no assurance that the regulator may not initiate proceedings against
us or that we will be able to sufficiently defend against any action initiated by regulators in relation to regulatory
compliances for all such instances and periods. Any adverse order passed, or penalty imposed by regulators on us may
adversely affect our business and results of operations.
Details of payment of Provident Fund dues:
For Period ended June 30, 2025
Month Total Amount Amount Paid Amount Not Delayed Delay in (Days)
Paid within Due Paid Payment
Date
May 3,675 - - 3,675 30
*As certified by Statutory and Peer Review Auditor, M/s Keyur Shah & Associates, Chartered Accountants vide their
certificate dated October 16, 2025.
20. Our Company has not received “No Objection Certificate” from one of our Lender to undertake this Issue. Non-
receipt of such “No-Objection” certificate could lead to delay or inability to proceed with Initial Public Offer (IPO)
We have not yet received the No Objection Certificate (“NOC”) from one of our lender, which is required to proceed with
our Initial Public Offering (“IPO”). Although we are currently in the process of obtaining the necessary NOCs, there is no
guarantee that such approval will be granted in a timely manner, or at all. The absence of this NOC could delay or even
prevent us from proceeding with the IPO, which could materially impact our ability to complete the offering as planned. If
we are unable to obtain the required NOC, we may need to explore alternative financing arrangements or revise our IPO
timeline, which could result in a loss of investor confidence, reduced marketability of the offering, or adverse effects on
our business operations. Additionally, if our lender impose conditions or restrictions as part of the NOC process, this may
affect our ability to use the proceeds from the IPO in the manner we currently intend. Any such conditions could lead to
unexpected financial or operational constraints, which may have an impact on our business strategies and growth plans.
While we are working diligently with our lender to secure the necessary NOCs, there can be no assurance that such efforts
will be successful or completed within the timeframe required for our IPO. As a result, our IPO could be delayed, deferred,
or even canceled, which could adversely affect our financial condition, liquidity, and prospects.
21. We are dependent on our Promoters, Directors and Key Managerial Personnel for their continuing services,
strategic guidance and financial support. Our success depends upon the continuing services of Promoters, Directors
and Key Managerial Personnel who are the natural person in control of our Company.
Our Promoters and Directors bring extensive experience to the business conducted by our Company. Over the years, they
have cultivated strong relationships with various customers and suppliers, significantly enhancing our Company’s customer
and supplier connections. We believe their deep industry expertise, customer management skills, and overall business
acumen have contributed to our growth and profitability.
We benefit from the support and guidance of our Promoters, Directors, and Key Managerial Personnel, and our success
relies on their continued involvement. Our Directors and Key Managerial Personnel play a critical role in managing day-
to-day operations. The loss of any of our Promoters, Directors, or Key Management Personnel, or an inability to retain or
recruit suitable replacements, could adversely affect our operations. Such a loss could impair our ability to efficiently
manage and grow the business. Furthermore, failure to attract and retain skilled employees at reasonable costs could hinder
the execution of our growth strategy. For more details about our Directors and Key Managerial Personnel, please refer to
the chapter titled “Our Management” beginning on page 193 of this Draft Red Herring Prospectus.
The attrition rates for the period ended March 31, 2025, March 31, 2024 and March 31, 2023 for the employees who are
on pay roll of our Company are as below:

37
 Sr. As at March 31, As at March 31, As at March 31,
Particulars**
No. 2025 2024 2023
1 Opening Balance 10 9 10
2 Addition 04 01 0
3 Attrition 02 0 01
4 Closing Balance 12 10 09
5 Average* 11 9.50 9.50
% Attrition* 18.18% 0.00% 10.53%
*Note:
1. Average Employees= (Opening employees+ Closing Employees)/2;
2. Attrition rate is calculated as Attrition/Average Employees*100
3. The percentage of attrition rate include the KMP as well as SMP of our Company

**As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
22. Our Company has unsecured loans which are repayable on demand.
Any demand from lenders for repayment of such unsecured loans may adversely affect our cash flows. Our Company has
availed unsecured loans which may be recalled by lenders at any time with or without the existence of an event of default,
on short or no notice. As of June 30, 2025, such loans amounted to ₹ 614.20 lakhs. In the event that any lender seeks
repayment of any such loan, our Company would need to find alternative sources of financing, which may not be available
on commercially reasonable terms, or at all. As a result, any such demand may materially affect our business, cash flows,
financial condition and results of operations. For further details, please see the chapter titled “Statement of Financial
Indebtedness” on page 267 of this Draft Red Herring Prospectus.
23. Strikes, work stoppages or increased wage demands by our employees or any other kind of disputes with our
employees/workmen in future could adversely affect our business and results of operations.
Our Company as at September 30, 2025, has total 44 employees on the Company's payroll and also hires labours on contract
basis at manufacturing unit and warehouse units. With an increase in our operation capacities or execution of any expansion
projects in future, we expect increase in such number of employees/contract labour. Historically, we have good relationship
with our employees and contract labours. There are no instances of any lockouts, strikes, or any disruptions of any sort due
to labour unrest, in past.
However, there can be no assurance that we may not experience any disruptions in our operations in future as well. In case
of disputes or other problems with our work force such as strikes, work stoppages or increased wage demands, our business,
financial conditions and results of operations may be materially and adversely affected.
24. If we are unable to effectively address the increased competition we anticipate, we may lose market share and
experience a decline in profits, which could negatively impact our business, operational results, and financial
condition.
Our products face competition from current products offered by local companies, multinational companies, and other global
competitors across all our product portfolios. If our competitors capture significant market share at our expense, it could
negatively impact our business, financial performance, and results of operations. Many of our competitors have more
financial, manufacturing, research and development, marketing, and other resources, along with greater experience in
obtaining regulatory approvals, a wider geographic reach, broader product offerings, and more robust sales forces. They
may succeed in developing more effective, popular, or cost-effective products, potentially rendering our products obsolete
or less competitive, which could harm our business and financial outcomes.
Additionally, we face margin pressure due to pricing competition from small, unorganized local players. The dominance
of unorganized sector competitors has led to a highly competitive environment with intense price competition. Also, if a
competitor or their customers acquire any of our clients or suppliers, we may lose business or face disruptions in our supply
chain, which could adversely affect our business, financial condition, and operational results.
25. Our business requires us to obtain and renew certain registrations, licenses and permits from government and
regulatory authorities and the failure to obtain and renew them in a timely manner may adversely affect our business
operations. We require a number of approvals, NOCs, licenses, registrations and permits in the ordinary course of
our business. Some of the approvals are required to be obtained by our Issuer Company and any failure or delay in
obtaining the same in a timely manner may adversely affect our operations.

38
Our business operations require us to obtain and renew, from time to time, certain approvals, licenses, registrations and
permits under central, state and local government rules in India, generally for carrying out our business. A majority of these
approvals are granted for a limited duration. While we are required to obtain a number of approvals for legally conducting
our business operations and we shall submit the applications for renewal of such approvals, as and when required, during
the course of our business operations, we cannot assure you that we will be able to obtain approvals in respect of such
applications, or any application made by us in the future. If we fail to obtain such registrations and licenses or renewals, in
a timely manner, we may not then be able to carry on certain operations of our business, which may have an adverse effect
on our business, financial condition and results of operations. For details, see “Government and Other Approvals”
beginning on page 297. Our Company has applied for few approvals for name change which are currently in the name of
Fractal Industries Private Limited. If we fail to obtain such registrations and licenses or renewals, in a timely manner, we
may not then be able to carry operations of our business, which may have an adverse effect on our business, financial
condition and results of operations. For details, see “Government and Other Approvals” beginning on page 297. The
approvals required by us are subject to numerous conditions and we cannot assure you that these would not be suspended
or revoked in the event of non-compliance or alleged non compliance with any terms or conditions thereof, or pursuant to
any regulatory action. Any failure by us to comply with the applicable regulations in the future, or if the regulations
governing our business are amended, we may incur increased costs, be subject to penalties, have our approvals and permits
revoked or suffer a disruption in our operations, any of which could adversely affect our business. In case we fail to comply
with these requirements, or a regulator alleges non compliance with these requirements, we may be subject to penalties
and proceedings may be initiated against us. The introduction of additional government control or newly implemented laws
and regulations, depending on the nature and extent thereof and our ability to make corresponding adjustments, may
adversely affect our business, results of operations and financial conditions. These laws and regulations and the way in
which they are implemented and enforced may change from time to time and there can be no assurance that future
legislative or regulatory changes will not have an adverse effect on our business, financial condition, cash flows and results
of operations.
We have submitted certain applications to various regulatory authorities seeking approvals and licenses. For details, see
“Government and Other Approvals” beginning on page 297. There can be no assurance that the relevant authorities will
issue such permits or approvals to us or that they will be issued on time. Further, these permits, licenses and approvals are
subject to several conditions and we cannot assure you that we will be able to continuously meet the conditions, which may
lead to cancellation, revocation or suspension of relevant permits/licenses/approvals. Failure on our part to renew or
maintain such permits, licenses or approvals may result in the interruption of our operations and may have a material impact
on our business.
In the future, we may also be required to obtain new permits and approvals for our proposed operations. While we believe
that we will be able to obtain such permits and approvals as and when required, there can be no assurance that the relevant
authorities will issue any of such permits or approvals in the time-frame anticipated by us or at all. Failure by us to maintain
or obtain the required permits or approvals, may result in the interruption of our operations or delay or prevent our
expansion plans and may have a material and adverse effect on our business, financial condition and results of operations.
26. Our Promoter Group Entity is engaged in the similar line of business activities as those undertaken by our Company,
which may result in conflict of interest.
Our Promoter group entity, namely Fractal Fashion is engaged in the similar line of business as that of our Company and
which may result in a potential conflict of interest. For further details, refer chapter titled “Promoter and Promoter Group”
beginning on page 209. We cannot assure you that such companies will not compete with us in similar markets or our
existing business or any future business that we may undertake or that we will be able to suitably resolve such a conflict
without an adverse effect on our business. Any such present and future conflicts may have an adverse effect on our
reputation, business and results of operations.
27. Failure to effectively execute our business strategy could negatively impact our operations and hinder our growth.
The success of our business relies on our ability to efficiently implement our business strategy. Strategies are built on
assumptions about the market, competitors, and internal capabilities. If these assumptions prove false, execution will
struggle. Effective execution of a strategy, often involves coordinating many different departments, careful allocation of
financial, human, and technological resources. Misallocation can cripple the strategy. This complexity increases the
chances of missteps. Also, change, which is inherent in strategy execution, can face resistance from employees,
management, or established processes. While we have generally succeeded in executing our plans in the past, there is no
guarantee that we will achieve timely and budget-compliant execution in the future. Failure to implement our strategy
effectively could adversely impact our business, financial condition, and operational results.
28. Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject to,
and this may have a material adverse effect on our business.

39
Our operations are subject to risks inherent in manufacturing facilities such as risk of equipment failure, work accidents,
fire, earthquakes, flood and other force majeure events, acts of terrorism and explosions including hazards that may cause
injury and loss of life, severe damage to and the destruction of property and equipment and environmental damage. Our
significant insurance policy consists of fire insurance. While we believe that we maintain insurance coverage in adequate
amounts consistent with size of our business, our insurance policy does not cover all risks, specifically risks such as cash
in transit, goods in transit, machinery breakdown, keyman insurance, workmen compensation, group personal accident or
Mediclaim policy. Failure to effectively cover ourselves against the associated risks may potentially lead to material losses.
There can be no assurance that our insurance policy will be adequate to cover the losses/ damages suffered or that such
insurance coverage will continue to be available on reasonable terms or will be available in sufficient amounts to cover
one or more large claims, or that the insurer will not disclaim coverage as to any future claim. If we suffer a significant
uninsured loss or if insurance claim in respect of the subject matter of insurance is not accepted or any insured loss suffered
by us significantly exceeds our insurance coverage, our business, financial condition and results of operations may be
materially and adversely affected.
29. If we are unable to establish and maintain an effective system of internal controls and compliances, our business
and reputation could be adversely affected.
We are in the process of setting up internal controls and compliance system for our business. Accordingly, at this stage we
cannot assure that there are no deficiencies in statutory and/or regulatory compliances. Further we cannot assure that
deficiencies in our internal controls will not arise or that we will be able to implement and continue to maintain adequate
measures to rectify or mitigate any such deficiencies in our internal controls, in a timely manner or at all. If we are unable
to establish and maintain an effective system of internal controls and compliances, our business and reputation could be
adversely affected.
30. Our Promoter and the Promoter Group will jointly continue to retain majority shareholding in our Company after
the Issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.
Our promoter along with the promoter group will continue to hold collectively majority of the Equity Share Capital of the
Company. As a result of the same, they will be able to exercise significant influence over the control of the outcome of the
matter that requires approval of the majority shareholder’s vote. Such a concentration of the ownership may also have the
affect of delaying, preventing or deterring any change in the control of our company. In addition to the above, our promoter
will continue to have the ability to take actions that are not in, or may conflict with our interest or the interest of some or
all of our minority shareholders, and there is no assurance that such action will not have any adverse effect on our future
financials or results of operations.
31. Employee misconduct or errors, which can be difficult to detect, could negatively impact our financial condition,
operational results, and reputation.
Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions and serious harm
to our reputation. 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 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 our
company has not encountered any such instances in past which will negatively impact our business, operational results,
financial condition, and cash flows.
32. Our Company has entered into certain related party transactions and may continue to do so in the future.
Our Company has entered into few related party transactions with our Promoters, Directors, Promoter Group, Group
companies/entities during the last three Financial Years. While our all such transactions have been conducted on the arm’s
length basis and as per the Companies Act, 2013, there can be no assurance that it could not have been achieved on more
favourable terms had such transactions not been entered into with related parties. There can be no assurance that such
transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and results of
operation. Please refer “Annexure 31–Related Party Transactions” under the chapter titled “Restated Financial
Statements” beginning on page no. 215 of this Draft Red Herring Prospectus.
33. The average cost of acquisition of Equity shares by our Promoters is lower than the Issue price.
Our Promoter’s average cost of acquisition of Equity shares in our Company is lower than the Issue Price of Equity shares
as given below:

40
 No. of Equity Average Cost of Acquisition per
Sr. No. Name of Promoters
Shares held equity share (in ₹)*#$
1. Priti Pankaj Agrawal 1550000 0.91
2. Pankaj Bishwanath Agrawal 1450000 (2.55)
*The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account the amount
paid by them to acquire and Shares allotted to them as reduced by amount received on sell of shares i.e. net of sale
consideration is divided by net quantity of shares acquired.
# Rounded Off
$
Based on Certificate issued by Statutory and Peer Review Auditor, M/s Keyur Shah & Associates, Chartered Accountants,
vide their certificate dated October 16, 2025.
34. The capacity of our Manufacturing unit is not fully utilized. Consequently, if there is also any under-utilization of
our capacities in future, it could affect our ability to fully absorb fixed costs and thus may adversely impact our
financial performance.
The capacity of our current plant is not fully utilized. Further, we propose to fully utilize our production capacities in
coming years based on our estimates of market demand and profitability. In the event of non-materialization of our
estimates and expected order flow for our product and/or failure of optimum utilization of our capacities, due to factors
including adverse economic scenario, change in demand or for any other reason, our ability to fully absorb our fixed cost
will be impaired and may adversely impact our financial performance.
35. Failure to maintain product quality standards or keep up with technological advancements could negatively affect
our business, financial performance, and operational results.
Our business, financial performance, and operational results could be significantly impacted if we fail to maintain product
quality standards or do not keep pace with technological advancements. Despite implementing strict quality control
measures, we cannot guarantee that our products will consistently meet customer expectations for quality. If our products
do not meet the expected quality standards or are perceived as outdated in comparison to market alternatives, customer
satisfaction may decline. This could result in lower sales, diminished brand reputation, and loss of existing or potential
customers.
Additionally, rapid changes in customer expectations driven by advancements in technology, the introduction of new
products, or other factors, and our inability to meet these evolving demands, could adversely affect our business, operational
results, and financial condition. While we consistently focus on the quality of our products to meet customer needs and
strive to update our technology, failure to anticipate or respond effectively to shifting technical requirements, market
demands, or client expectations could negatively impact our business and financial outcomes.
36. We have certain contingent liabilities which have been disclosed in our Restated Financial Information, which if
they materialize, may adversely affect our results of operations, cash flows and financial condition.
The following is a summary table of our contingent liabilities as on June 30, 2025 and for last 3 fiscals as indicated
in our Restated Financial Statement.
(₹ in Lakhs)
For the For the Financial Year ended
period ended
June 30, March 31, March 31,
Particulars March 31, 2023*
2025* 2025* 2024*
(Consolidated)
(Standalone) (Standalone) (Consolidated)
Claims against the Company not
acknowledged as debt:
Custom Duty saved on import of Capital Goods
- - - -
under EPCG Scheme
Bank Guarantees - - - -
Indirect Tax Liability* 44.34 44.34 44.34 44.34
Direct Tax Liability* - - - -
Corporate Guarantee Given by Company - - - -

41
If a significant portion of these liabilities materialize, it could have an adverse effect on our business, cash flows, financial
condition and results of operations. For further information on contingent liabilities as of December 31, 2024 and for last 3
fiscals, see chapter titled “Restated Financial Statements” beginning on page no. 215.
37. In addition to receiving regular remuneration, other benefits, and expense reimbursements, our Promoters and
Directors have interests in the Company through their shareholding and entitlement to dividends. They are also
interested in transactions conducted between the Company and themselves.
Our Promoters and Directors have an interest in our Company to the extent of their shareholding and dividend entitlement,
in addition to their regular remuneration, benefits, and reimbursement of expenses. They also have an interest in
transactions between our Company and themselves. These transactions may or may not be conducted at arm's length or in
the ordinary course of business. If such transactions are not carried out at arm's length or in the ordinary course of business,
it could impact our financial position.
For details of transactions already executed by our Company with our Promoters and Directors over the past three years,
please refer to "Annexure 31 –Related Party Transactions" in the chapter titled "Restated Financial Statements"
beginning on page 215 of this Draft Red Herring Prospectus.
38. A shortage or non-availability of electricity may adversely affect our manufacturing and warehousing operations
and have an adverse effect on our business, results of operations and financial condition.
Our manufacturing and warehouse operations require a significant amount and continuous supply of electricity and any
shortage or non-availability may adversely affect our operations. We currently depend on state electricity supply for our
energy requirements. Any failure on our part to obtain alternate sources of electricity in a timely manner and at an
acceptable cost, may have an adverse effect on our business, results of operations and financial condition.
39. Dependence on debt and outflow of finance cost leads to outflow of cash flows and reduce overall profitability.
Due to manufacturing activities, our business requires significant working capital. We depend on internal accrual, creditors
and borrowed fund to meet out finance for working capital. We may also be required to depend on the additional borrowed
capital to fund the working capital in future with increase in volume of operations and production. The additional borrowed
fund may require us to dedicate a substantial portion of our cash flow from operations to payments of interests, thereby
reducing the availability of our cash flow to fund capital expenditures and other general corporate expenditures. It limits
our borrowing ability and places us at a competitive disadvantage relative to competitors that have less debt or greater
financial resources. There can be no assurance that we will be able to generate enough cash flow from operations or that
we will be able to obtain enough capital to service our debt or fund our planned capital expenditures. In addition, we may
need to refinance some or all of our indebtedness.
40. Majority of our Directors do not have any prior experience of being a director in any other listed company in India.
Our Company currently has 5 (Five) directors on our Board out of which 2 (Two) are Executive Directors and 3 (Three)
are Non-Executive Directors including 2 (Two) Independent Directors. Majority of our board of directors do not have any
prior experience of being a director in any other listed company in India. While our Board members are qualified and have
relevant experience in their respective field, they do not have any prior experience as a director in any other listed company
in India which might lead to some potential challenges to our Company in complying with good corporate governance
norms and practices. For further details, please see chapter titled “Our Management” beginning on page no. 193 of this
Draft Red Herring Prospectus.
41. Compliance with and changes in safety, health and environmental laws and various labour, workplace and related
laws and regulations impose additional costs and may increase our compliance costs and a such adversely affect
our results of operations and our financial condition.
We are subject to a broad range of safety, health and environmental laws and various labour, workplace and related laws
and regulations in the jurisdictions in which we operate, which impose controls on the disposal and storage of raw materials,
noise emissions, air and water discharges, on the storage, handling, employee exposure to hazardous substances and other
aspects of our operations. Compliance with, and changes in these laws may increase our compliance costs and as such
adversely affect our results of operations and financial condition.
42. If we are unable to service our debt obligations in a timely manner or to comply with various financial and other
covenants and other terms and conditions of our financing agreements, it may adversely affect our business,
prospects, results of operations and financial condition.
As of June 30, 2025 our Company had total indebtedness in the form of short term and long-term borrowings of ₹ 2475.56
lakhs on restated basis. Our indebtedness could have several important consequences, including but not limited to the
following:

42
➢ a portion of our cash flows may be used towards repayment of our existing debt, which will reduce the availability of
our cash flows to fund working capital, capital expenditures and other general corporate requirements;
➢ our ability to obtain additional financing in the future at reasonable terms may be restricted;
➢ fluctuations in market interest rates may affect the cost of our borrowings, as some of our indebtedness is at variable
interest rates;
➢ there could be a material adverse effect on our business, financial condition and results of operations if we are unable
to service our indebtedness or otherwise comply with financial and other covenants specified in the financing
agreements;
Many of our financing agreements also include various conditions and covenants that require us to obtain consent of the
lenders prior to carrying out certain activities or entering into certain transactions. Certain covenants in these agreements
require us to obtain approval/permission from our lenders in certain conditions. In the event of default or the breach of
certain covenants, our lender has the option to make the entire outstanding amount payable immediately. There can be no
assurance that we will be able to comply with these financial or other covenants or that we will be able to obtain consents
necessary to take the actions that we believe are required to operate and grow our business. For further details in this regard,
please refer to notes under chapter titled “Restated Financial Statements” beginning on page no. 215 of this Draft Red
Herring Prospectus.
43. Our lenders have charge over our movable and immovable properties in respect of finance availed by us and our
promoters, Directors and member of promoters group have provided their personal guarantee for such debt facility
availed by us.
We have secured outstanding debt of ₹ 1861.36 lakhs as on June 30, 2025 and we have secured our lenders by creating
charge over our movable and immovable properties and our promoters, directors and member of promoter group have
provided their personal guarantee for such debt facility availed by us. In the event we default in repayment of the loans
availed by us and any interest thereof, our properties may be forfeited by lenders.
Moreover, in the event that any of these guarantees are revoked by promoters, members of promoters group or third party,
the lenders for such facilities may require alternate properties as mortgages/guarantees, repayment of amounts outstanding
under such facilities, or may even terminate such facilities.
We may not be successful in procuring alternative properties/guarantees satisfactory to the lenders, and as a result may
need to repay outstanding amounts under such facilities or seek additional sources of capital, which may not be available
on acceptable terms or at all and any such failure to raise additional capital could affect our operations and our financial
condition.
For further information on the financing and loan agreements along with the total amounts outstanding, please refer to
chapter titled “Restated Financial Statements” beginning on page no. 215 of this Draft Red Herring Prospectus.
44. Changes in technology may render our current technologies obsolete or require us to make substantial
investments.
To remain competitive and efficient, modernization and technology upgradation are crucial for reducing costs and
increasing output. Our business relies on technology and machinery to deliver quality products. However, there is a risk of
our technology and machinery becoming obsolete over time or not being upgraded timely, which can adversely impact our
operations and financial condition. While we believe that we have implemented updated technology, we understand the
importance of continuous improvement. We are committed to staying abreast of the latest technological standards and
trends to enhance our capabilities. In the event of a new technology emerging in our industry, we may be required to invest
in adopting that technology or upgrading our existing machinery and equipment to remain competitive.
The costs associated with upgrading technology and modernizing machinery are significant, and they can have a substantial
impact on our finances and operations. These investments may lead to higher capital expenditures and can temporarily
affect our profitability and cash flow. We must carefully assess the potential benefits and returns on such investments to
ensure they align with our long-term growth objectives.
Our ability to successfully implement technology upgrades and modernization efforts depends on various factors, including
availability of skilled technicians, compatibility of new technology with existing systems, and adequate financial resources.
Delays or challenges in adopting new technology can hinder our operational efficiency and competitiveness in the market.
45. Our ability to pay any dividends will depend upon future earnings, financial condition, cash flows, working capital
requirements and capital expenditures.

43
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. As such our Company has not paid any dividend in past. 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.
46. Any variation in the utilization of the Net Proceeds as disclosed in this Draft Red Herring Prospectus shall be
subject to certain compliance requirements, including prior approval of the shareholders of our Company.
We propose to utilize the Net Proceeds towards utilization for working capital requirement and General Corporate
Purposes. For further details of the proposed objects of the Issue, see chapter titled “Object of the Issue” beginning on
page no. 80 of this Draft Red Herring Prospectus. However, these objects of the Issue have not been appraised by any bank,
financial institution or other independent agency. Further, 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 the competitive environment, business
conditions, economic conditions or other factors beyond our control.
In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing the Red Herring Prospectus with RoC, our
Company will appoint a Monitoring Agency to monitor the utilization of the Gross Proceeds as the proposed Offer exceeds
5,000.00 lakhs. The Monitoring Agency will monitor the utilisation of the Gross Proceeds and the Monitoring Agency
shall submit the report required under Regulation 41(2) of the SEBI ICDR Regulations, on a quarterly basis, until such
time as the Gross Proceeds have been utilised in full and Company shall provide details / information / certifications
obtained from statutory auditors on the utilization of the Net Proceeds to the Monitoring Agency. Our Company undertakes
to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay. The fund
requirement and deployment are based on internal management estimates and has not been appraised by any bank or
financial institution. Accordingly, within the parameters as mentioned in the chapter titled “Objects of the Issue” beginning
on page 80 of this Draft Red Herring Prospectus, the Management will have significant flexibility in applying the proceeds
received by our Company from the Issue. However, in accordance with Section 27 of the Companies Act, 2013, and
relevant provisions of SEBI ICDR Regulations, 2018, a company shall not vary the objects of the Issue without our
Company being authorised to do so by our shareholders by way of special resolution and other compliances in this regard.
Our Promoters and controlling shareholders shall provide exit opportunity to such shareholders who do not agree to the
proposal to vary the objects, at such price, and in such manner, as may be prescribed by SEBI, in this regard.
47. 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 the equity shares have been based on many factor and may not be indicative of the market price of our
Equity Shares after the Issue. For further information please refer the chapter titled “Basis for Issue Price” beginning on
page no. 88 of the Draft Red Herring Prospectus. 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.
48. The Objects of the Issue for which funds are being raised, are based on our management estimates and the same
have not been appraised by any bank or financial institution or any independent agency. The deployment of funds
in the project is entirely at our discretion, based on the parameters as mentioned in the chapter titled as “Objects
of the Issue”.
The fund requirement and deployment, as mentioned in the chapter titled as “Object of the Issue” beginning on page no.
80 of this Draft Red Herring Prospectus is based on the estimates of our management and has not been appraised by any
bank or financial institution or any other independent agency. These fund requirements are based on our current business
plan. We cannot assure that the current business plan will be implemented in its entirety or at all. In view of the highly
competitive and dynamic nature of our business, we may have to revise our business plan from time to time and
consequently these fund requirements. The deployment of the funds as stated under chapter titled “Object of the Issue” on
page no. 80 of this Draft Red Herring Prospectus is at the discretion of our Board of Directors and is not subject to
monitoring by any external independent agency. Further, we cannot assure that the actual costs or schedule of
implementation under chapter titled “Objects of the Issue” will not vary from the estimated costs or schedule of
implementation. Any such variance may be on account of one or more factors, some of which may be beyond our control
and will be subject applicable rules and regulations. The occurrence of any such event may delay our business plans and/or
may have an adverse bearing on our expected revenues and earnings.

44
49. In the event there is any delay in the completion of the Issue, or delay in schedule of implementation, there would
be a corresponding delay in the completion of the objects of this Issue which would in turn affect our revenues
and results of operations.
The funds that we receive would be utilized for the objects of the Issue as stated in the chapter titled “Object of The Issue”
beginning on page no. 80 of this Draft Red Herring Prospectus. The proposed schedule of implementation of the objects
of the Issue is based on our management’s estimates. If the schedule of implementation is delayed for any other reason
whatsoever, including any delay in the completion of the Issue, it may adversely affect our revenues and results of
operations.
50. We have not identified any alternate source of raising the funds required for the object of the Issue and the
deployment of funds is entirely at our discretion and as per the details mentioned in the chapter titled “Objects of
the Issue”.
Our Company has not identified any alternate source of funding for our object of the Issue and hence any failure or delay
on our part to mobilize the required resources or any shortfall in the Issue proceeds can adversely affect our growth plan
and profitability. The delay/shortfall in receiving these proceeds could result in inadequacy of funds or may result in
borrowing funds on unfavourable terms, both of which scenarios may affect the business operation and financial
performance of the Company. Further the deployment of the funds raised in the issue will be entirely at the discretion of
the management and any revision in the estimates may require us to reschedule our projected expenditure and may have a
bearing on our expected revenues and earnings. For further details of please refer chapter titled “Object of the Issue”
beginning on page no. 80 of this Draft Red Herring Prospectus.
51. The requirements of being a public listed company may strain our resources and impose additional requirements.
With the increased scrutiny of the affairs of a public listed company by shareholders, regulators and the public at large, we
will incur significant legal, accounting, corporate governance and other expenses that we did not incur in the past. We will
also be subject to the provisions of the listing agreements signed with the Stock Exchange. In order to meet our financial
control and disclosure obligations, significant resources and management supervision will be required. As a result,
management’s attention may be diverted from other business concerns, which could have an adverse effect on our business
and operations. There can be no assurance that we will be able to satisfy our reporting obligations and/or readily determine
and report any changes to our results of operations in a timely manner as other listed companies. In addition, we will need
to increase the strength of our management team and hire additional legal and accounting staff with appropriate public
company experience and accounting knowledge, and we cannot assure that we will be able to do so in a timely manner.
The failure of our Company to meet the listing requirements of stock exchange could lead to imposition of huge penalties,
if any including suspension of trading, imposed by Stock Exchange.
52. There is no guarantee that our Equity Shares will be listed on the relevant stock exchange in a timely manner or
at all.
There is no guarantee that our Equity Shares will be listed on the relevant stock exchange in a timely manner or at all. In
accordance with Indian law, permission for listing and trading of our Equity Shares will not be granted until after certain
actions have been completed in relation to this Issue and until Allotment of Equity Shares pursuant to this Issue. In
accordance with current regulations and circulars issued by SEBI, our Equity Shares are required to be listed on the relevant
stock exchange within such time as mandated under UPI Circulars, subject to any change in the prescribed timeline in this
regard. However, we cannot assure you that the trading in our Equity Shares will commence in a timely manner or at all.
Any failure or delay in obtaining final listing and trading approvals may restrict your ability to dispose of your Equity
Shares.
53. Estimates and forward-looking statement may prove to be inaccurate.
The Draft Red Herring Prospectus contains "forward-looking statements" that involve substantial risks and uncertainties.
All statements, other than statements of historical facts, included in this Draft Red Herring Prospectus, including, without
limitation, statements regarding our future financial position, business strategy, plans and objectives for future operations,
capital expenditure, and future cash flows, are forward-looking statements. These forward-looking statements are based on
our current expectations, projections, and beliefs about future events and financial trends that we believe may affect our
financial condition, results of operations, business strategy, and financial needs. These statements are not guarantees of
future performance and are subject to known and unknown risks, uncertainties, and assumptions, which could cause our
actual results, performance, or achievements to differ materially from those expressed or implied by the forward-looking
statements.
EXTERNAL RISK FACTORS

45
54. An outbreak of other infectious or virulent diseases, if uncontrolled, may have an adverse effect on our business,
results of operations and financial condition.
An outbreak of other infectious or virulent diseases, such as severe acute respiratory syndrome, the COVID-19 virus, the
H1N1 virus, avian influenza (bird flu), the Zika virus or the Ebola virus, if uncontrolled, may have a material adverse effect
on the economies of certain countries and our operations. If any of our employees or the employees of our suppliers and/or
customers are infected with such diseases or if a signification portion of our workforce refuses to work for fear of
contracting an infectious disease, our Company, our suppliers and/or our customers may be required to shut down
operations for a period of time, and this could adversely affect our business, results of operations and financial condition.
In addition, our revenue and profitability could be impacted to the extent that a natural disaster, health epidemic or other
outbreak harms the Indian and global economy in general.
55. Global economic, political and social conditions may harm our ability to do business, increase our costs and
negatively affect our stock price.
Global economic and political factors that are beyond our control, influence forecasts and directly affect performance.
These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, change in
regulatory framework, inflation, deflation, foreign exchange fluctuations, consumer credit availability, consumer debt
levels, unemployment trends, terrorist threats and activities, worldwide military and domestic disturbances and conflicts,
and other matters that influence consumer confidence, spending and tourism. Any changes in the regulatory framework
could adversely affect our operations and growth prospects.
Our Company is subject to various regulations and policies. For details see chapter titled “Key Industry Regulations”
beginning on page no. 181 of this Draft Red Herring Prospectus. Our business and prospects could be materially adversely
affected by changes in any of these regulations and policies, including the introduction of new laws, policies or regulations
or changes in the interpretation or application of existing laws, policies and regulations. There can be no assurance that our
Company will succeed in obtaining all requisite regulatory approvals in the future for our operations or that compliance
issues will not be raised in respect of our operations, either of which could have a material adverse effect on our business,
financial condition and results of operations.
56. Civil disturbances, extremities of weather, regional conflicts and other political instability may have adverse effects
on our operations and financial performance.
Certain events that are beyond our control such as earthquake, fire, floods and similar natural calamities may cause
interruption in the business undertaken by us. Our operations and financial results and the market price and liquidity of our
equity shares may be affected by changes in Indian Government policy or taxation or social, ethnic, political, economic or
other adverse developments in or affecting India.
57. Revenue of our Company is derived from business in India and a decrease in economic growth in India could
cause our business to suffer.
At present, we derive revenue in India, consequently, our performance and the quality and growth of our business are
dependent on the health of the economy of India. However, the Indian economy may be adversely affected by factors such
as adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural
calamities or interest rates changes, which may also affect the microfinance industry. Any such factor may contribute to a
decrease in economic growth in India which could adversely impact our business and financial performance.
58. We are subject to risks arising from interest rate fluctuations, which could adversely impact our business, financial
condition and operating results.
Changes in interest rates could significantly affect our financial condition and results of operations. If the interest rates for
our existing or future borrowings increase significantly, our cost of servicing such debt will increase. This may negatively
impact our results of operations, planned capital expenditures and cash flows.
59. The price of our Equity Shares may be volatile, or an active trading market for our Equity Shares may not develop.
Prior to this Issue, there has been no public market for our Equity Shares. Our Company has appointed Finaax Capital
Advisors Private Limited as Lead Manager for the equity shares of our Company. However, the trading price of our Equity
Shares may fluctuate after this Issue due to a variety of factors, including our results of operations and the performance of
our business, competitive conditions, general economic, political and social factors, the performance of the Indian and
global economy and significant developments in India’s fiscal regime, volatility in the Indian and global securities market,
performance of our competitors, the Indian Capital Markets and Finance industry, changes in the estimates of our
performance or recommendations by financial analysts and announcements by us or others regarding contracts,
acquisitions, strategic partnership, joint ventures, or capital commitments.

46
60. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a
shareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.
Once listed, we would be subject to circuit breakers imposed by stock exchanges in India, which does not allow transactions
beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates independently of
the index - based market - wide circuit breakers generally imposed by SEBI on Indian stock exchanges. The percentage
limit on circuit breakers is set by the stock exchanges based on the historical volatility in the price and trading volume of
the Equity Shares. The stock exchanges do not inform us of the percentage limit of the circuit breaker in effect from time
to time, and may change it without our knowledge. This circuit breaker limits the upward and downward movements in the
price of the Equity Shares. As a result of this circuit breaker, no assurance may be given regarding your ability to sell your
Equity Shares or the price at which you may be able to sell your Equity Shares at any particular time.
61. Taxes and other levies imposed by the Government of India or other State Governments, as well as other financial
policies and regulations, may have a material adverse impact on our business, financial condition and results of
operations.
Taxes and other levies imposed by the Central or State Governments in India that impact our industry include various taxes
introduced on a permanent or temporary basis from time to time. There can be no assurance that these tax rates / slab will
continue in the future. Any changes in these tax rates / slabs could adversely affect our financial condition and results of
operations.
62. BSE may not grant Approval for listing of equity shares of our Company.
Our company will apply for In-principle approval to BSE for its proposed public issue. There is a risk that BSE Limited
(BSE) may not grant approval for our proposed public issue. The approval process involves rigorous scrutiny of our
company's financials, compliance with regulatory requirements, and overall suitability for listing. Despite our efforts to
meet all regulatory standards and provide comprehensive disclosures, there is no guarantee that the BSE will find our
application satisfactory. Non-approval by the BSE would significantly impact our ability to access the capital markets and
raise the necessary funds for our planned expansions and operations. This could adversely affect our financial condition
and future growth prospects. Investors should consider this risk before making any investment decisions.
63. The Investors will not be able to sell immediately on Stock Exchange any of the Equity Shares that they purchase
in the Issue until the Issue receives appropriate trading permissions.
The Equity Shares will be listed on the SME Platform of BSE. Pursuant to Indian regulations, certain actions must be
completed before the Equity Shares can be listed and trading may commence. We cannot assure the Investors that the
Equity Shares will be credited to investor’s demat accounts, or that trading in the Equity Shares will commence, within the
time periods specified in this Draft Red Herring Prospectus. Any failure or delay in obtaining the approval would restrict
their ability to dispose of the Equity Shares. In accordance with section 40 of the Companies Act, 2013, in the event that
the permission of listing the Equity Shares is denied by the stock exchanges, we are required to refund all monies collected
to investors.
64. Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the Trading price
of the Equity Shares.
Any instance of disinvestments of equity shares by our Promoters or by other significant shareholder(s) may significantly
affect the trading price of our Equity Shares. Further, our market price may also be adversely affected even if there is a
perception or belief that such sales of Equity Shares might occur.
65. The Equity Shares have never been publicly traded, and the Issue may not result in an active or liquid market for
the Equity Shares. 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.
Prior to the issue, there has been no public market for the Equity Shares, and an active trading market on the Indian Stock
Exchanges may not develop or be sustained after the Issue. Listing and quotation do not guarantee that a market for the
Equity Shares will develop, or if developed, there will be liquidity of such market for the Equity Shares. The Issue Price
of the Equity Shares may bear no relationship to the market price of the Equity Shares after the Issue. The market price of
the Equity Shares after the Issue can be volatile as a result of several factors beyond our control, including volatility in the
Indian and global securities markets, our results of operations, the performance of our competitors, developments in the
Indian and global machine tools industry, changing perceptions in the market about investments in this sector in India,
investor perceptions of our future performance, adverse media reports about us or our sector, changes in the estimates of
our performance or recommendations by financial analysts, significant developments in India’s economic liberalization
and deregulation policies, and significant developments in India’s fiscal regulations. In addition, the Stock Exchanges may
experience significant price and volume fluctuations, which may have a material adverse effect on the market price of the

47
Equity Shares. General or industry-specific market conditions or stock performance or domestic or international
macroeconomic and geopolitical factors unrelated to our performance may also affect the price of the Equity Shares. In
particular, the stock market as a whole in the past has experienced extreme price and volume fluctuations that have affected
the market price of many companies in ways that may have been unrelated to the companies’ operating performances. For
these reasons, investors should not rely on recent trends to predict future share prices, results of operations or cash flow
and financial condition.
66. Government regulation of foreign ownership of Indian securities may have an adverse effect on the price of the
Equity Shares.
Foreign ownership of Indian securities is subject to government regulation. Under foreign exchange regulations currently
in affect in India, transfer 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 fall 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 rupees proceeds from the 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 authorities. There can be no assurance
that any approval required from the RBI or any other government agency can be obtained.
67. 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 earthquakes, tsunami, floods 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.
68. Terrorist attacks or war or conflicts involving India or other countries could adversely affect consumer and
business sentiment and the financial markets and adversely affect our business.
Terrorist attacks and other acts of violence or war may adversely affect global equity markets and economic growth as well
as the Indian economy and stock markets. Such acts negatively impact business and economic sentiment, which could
adversely affect our business and profitability. Also, India has from time to time experienced, and continues to experience,
social and civil unrest and hostilities with neighboring countries. Armed conflicts could disrupt communications and
adversely affect the Indian economy. Such events could also create a perception that investments in Indian companies
involve a high degree of risk. This, in turn, could have a material adverse effect on the market for securities of Indian
companies, including our Equity Shares. The consequences of any armed conflicts are unpredictable and we therefore may
not be able to foresee events that could have an adverse effect on our business.
69. The extent and reliability of Indian infrastructure could adversely affect our Company’s results of operations and
financial condition.
India’s physical infrastructure is in developing phase compared to that of many developed nations. Any congestion or
disruption in its port, rail and road networks, electricity grid, communication systems or any other public facility could
disrupt our Company’s normal business activity. Any deterioration of India’s physical infrastructure would harm the
national economy, disrupt the transportation of goods and supplies, and add costs to doing business in India. These
problems could interrupt our Company’s business operations, which could have an adverse effect on its results of operations
and financial condition.

48
 SECTION IV – INTRODUCTION

THE ISSUE
PRESENT ISSUE OF EQUITY SHARES BY OUR COMPANY IN TERMS OF THIS DRAFT RED HERRING
PROSPECTUS
Particulars Details
Equity Shares Offered* Upto 24,00,000 Equity Shares aggregating to ₹ [●] Lakhs.
Of which
Upto [●] Equity Shares of ₹10/- each at an Issue Price of ₹[●]/- per
Reserved for Market Makers
Equity Share each aggregating to ₹[●] Lakhs.
Upto [●] Equity Shares of ₹10/- each at an Issue Price of ₹[●]/- per
Net Issue to the Public
Equity Share each aggregating to ₹[●] Lakhs.
Of which
A. Allocation to Qualified Institutional Not more than [●] Equity Shares of ₹10/- each at an Issue Price of ₹[●]/-
Buyers. per Equity Share each aggregating to ₹[●] Lakhs.
Of Which
Upto [●] Equity Shares of ₹10/- each for cash at a price of ₹[●]/-
i. Anchor Investor Portion (including a Share premium of ₹[●]/- per Equity Share) per share
aggregating to ₹[●] Lakhs.
Upto [●] Equity Shares of ₹10/- each for cash at a price of ₹[●]/-
ii. Net QIB Portion (assuming Anchor
(including a Share premium of ₹[●]/- per Equity Share) per share
Investor Portion is fully subscribed)
aggregating to ₹[●] Lakhs.
Of which
Upto [●] Equity Shares of ₹10/- each for cash at a price of ₹[●]/-
a. Available for allocation to Mutual Funds
(including a Share premium of ₹[●]/- per Equity Share) per share
only (5% of the Net QIB Portion)
aggregating to ₹[●] Lakhs.
Upto [●] Equity Shares of ₹10/- each for cash at a price of ₹[●]/-
b. Balance of QIB Portion for all QIBs
(including a Share premium of ₹[●]/- per Equity Share) per share
including Mutual Funds
aggregating to ₹[●] Lakhs.
Not Less than [●] Equity Shares of ₹10/- each at an Issue Price of ₹[●]/-
B. Allocation to Non-Institutional Investors
per Equity Share each aggregating to ₹[●] Lakhs.
Not Less than [●] Equity Shares of ₹10/- each at an Issue Price of ₹[●]/-
C. Allocation to Individual Investors
per Equity Share each aggregating to ₹[●] Lakhs.
Pre and Post–Issue Equity Shares
Equity Shares outstanding prior to the
55,80,267 Equity Shares of ₹10/- each.
Issue
Equity Shares outstanding after the Issue [●] Equity Shares of ₹10/- each.
For details please refer chapter titled “Object of The Issue” beginning
Use of Proceeds on page no. 80 of this Draft Red Herring Prospectus for information
on use of Issue Proceeds.
*Subject to finalization of the Basis of Allotment. Number of shares may need to be adjusted for lot size upon
determination of issue price.
Note:
1. The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time
to time. This Issue is being made by our company in terms of Regulation of 229(1) and Regulation 253 (1) of
SEBI ICDR Regulations read with Rule 19(2)(b)(i) of SCRR wherein not less than 25% of the post - issue paid
up equity share capital of our company are being issued to the public for subscription.
2. The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on
September 10, 2025 and by the shareholders of our Company, pursuant to section 62(1)(c) of the Companies

49
 Act, 2013, vide a special resolution passed at the EGM held on September 11, 2025.
3. This issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, read with SEBI ICDR
(Amendment) Regulations, [Link] amended from time to time. For further details, please see the chapter titled
“Issue Related Information” beginning on page no. 321 of this Draft Red Herring Prospectus.
4. The SEBI ICDR Regulation, 2018 read with SEBI ICDR (Amendment) Regulations, 2025, permits the issue of
securities to the public through the Book Building Process, which states that not less than 35% of the Net Issue
shall be available for allocation to Individual Investors who applies for minimum application size. Not less than
15% of the Net Issue shall be available for allocation to Non-Institutional Investors of which one-third of the
Non-Institutional Portion will be available for allocation to Bidders with an application size of more than two
lots and up to such lots as equivalent to not more than ₹ 10.00 Lakhs and two-thirds of the Non-Institutional
Portion will be available for allocation to Bidders with an application size of more than ₹ 10.00 Lakhs 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. Subject to the availability of shares in non-
institutional investors’ category the, allotment to each Non-Institutional Investors shall not be less than the
minimum application size in Non-Institutional Category and the remaining available Equity Shares, if any, shall
be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule
XIII of the SEBI ICDR Regulations 2018 read with SEBI ICDR (Amendment) Regulations, 2025. Not more than
50% of the Net Issue shall be allotted to QIBs, subject to valid Bids being received at or above the Issue Price.
5. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category,
except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination
of categories of Bidders at the discretion of our Company in consultation with the Book Running Book Running
Lead Managers and the Designated Stock Exchange, subject to applicable laws.
SEBI through the notification no. SEBI/LAD-NRO/GN/2025/233 - SEBI ICDR (Amendment) Regulations, 2025
dated March 3, 2025 effective from the date of their publication in official gazette, has prescribed the allocation to
each Individual Investors which shall not be less than minimum application size applied by such individual investors
and Subject to the availability of shares in non-institutional investors’ category, the allotment to Non- Institutional
Investors shall be more than two lots which shall not be less than the minimum application size in the Non-
Institutional Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis.
Further, 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 Bid amount is up
to ₹ 5,00,000 shall use UPI. UPI Bidders using the UPI Mechanism, shall provide their UPI ID in the Bid cum
Application Form for Bidding through 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.

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50
 SUMMARY OF FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated Financial
Statements for the Period ended June 30, 2025, and Financial Years ended March 31, 2025, March 31, 2024 and March
31, 2023.
The Restated Financial Information referred to above are presented under “Restated Financial Statements” beginning on
page 215. The summary of financial information presented below should be read in conjunction with the “Restated
Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 215 and 269, respectively.

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51
 RESTATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in Lakhs)
Standalone Standalone Consolidated Consolidated
Annex
Particulars As at 30th As at 31st As at 31st As at 31st
ure
June, '25 March, '25 March, '24 March, '23
Equity and Liabilities
Shareholders’ Funds
Share Capital 5 50.00 50.00 50.00 50.00
Reserves and Surplus 6 1,880.11 1,519.61 765.85 539.17
1,930.11 1,569.61 815.85 589.17

Minority Interest 0.32 0.44

Non-Current Liabilities
Long-Term Borrowings 7 614.20 900.95 972.82 403.05
Other Long-Term Liabilities 9 2.50 2.50 2.50 -
Long-Term Provisions 10 8.07 7.08 4.73 2.51
624.77 910.53 980.05 405.56
Current liabilities
Short-term borrowings 7 1,861.36 1,859.98 1,215.22 1,001.87
Trade payables 11
i) Total outstanding dues of
micro enterprise and small 339.22 123.80 - -
enterprise
ii) Total outstanding dues other
than micro enterprise and small 617.72 607.98 1,169.27 2,102.46
enterprise
Short-term provisions 10 31.58 15.50 0.70 0.32
Other Current Liabilities 12 74.50 54.31 45.68 21.47
2,924.38 2,661.57 2,430.87 3,126.12
TOTAL 5,479.26 5,141.71 4,227.10 4,121.29
Assets
Non-Current Assets
Property, Plant and Equipment
and Intangibe Assets
(i) Property, Plant and
13 106.61 112.23 99.06 122.57
Equipment
(ii) Capital Work- in- Progress 13 - - -
Non-current investments 14 1,002.08 1,002.08 1,002.08 527.68
Deferred Tax Assets (Net) 8 27.57 6.14 4.83 1.94
Other Non-Current Assets 15 22.00 21.90 9.80 8.00
Total Non-Current Assets 1,158.26 1,142.35 1,115.77 660.19
Current Assets
Inventories 16 2,890.58 2,623.91 2,207.08 1,061.91
Trade Receivables 17 650.93 716.62 603.43 1,325.21
Cash and Cash Equivalent 18 1.13 5.48 7.11 807.95
Short-Term Loans and
19 721.11 618.34 236.16 153.79
Advances
Other Current Asset 20 57.25 35.01 57.55 112.24
4,321.00 3,999.36 3,111.33 3,461.10
TOTAL 5,479.26 5,141.71 4,227.10 4,121.29

52
 RESTATED STATEMENT OF PROFIT AND LOSS
(₹ in Lakhs)
Standalone Standalone Consolidated Consolidated

Annex Year Ended Year Ended Year Ended

Particulars Period Ended
ure 31st March, 31st March, 31st March,
30th June, '25
'25 '24 '23

Revenue
Revenue from operations (Net) 21 2,415.49 8,544.87 4,994.40 8,891.11
Other income 22 1.95 6.42 6.45
Total Revenue 2,417.44 8,551.29 5,000.85 8,891.11
Expenses
Cost of Material Consumed 23 1,070.57 4,409.87 5,308.92 8,246.99
Changes in inventories of Finished
24 (148.68) (289.08) (1,145.17) (232.72)
Goods & WIP
Employee Benefits Expense 25 41.33 114.89 101.68 88.20
Finance Costs 26 61.83 179.09 96.67 61.04
Depreciation and amortisation
13 6.51 29.31 34.97 31.39
Expense
Other Expenses 27 950.70 3,197.40 330.19 375.52
Total Expenses 1,982.26 7,641.48 4,727.26 8,570.42
PROFIT BEFORE
EXCEPTIONAL &
435.18 909.81 273.59 320.69
EXTRAORDINARY ITEMS &
TAX
Exceptional/Prior Period Items - - - -
PROFIT BEFORE TAX 435.18 909.81 273.59 320.69
Tax Expense
Current tax 96.11 157.36 49.91 57.16
Deferred tax (credit)/charge (21.43) (1.31) (2.88) (2.25)
Excess Income tax Provision last year
-
w/off
Total Tax Expenses 74.68 156.05 47.03 54.91
Profit for the period / year before
360.50 753.76 226.56 265.78
Minority Interest
Add/(Less):Profit/(Loss)
(0.12) (0.05)
Transaferred to Minority Interest
Profit for the period / year before
360.50 753.76 226.68 265.83
Minority Interest
Earnings per equity share of Rs.
28
10/- each (in Rs.)
a) Basic/Diluted EPS 72.10 150.75 45.34 53.17
b) Adjusted/Diluted EPS after Bonus
6.55 13.70 4.12 4.83
Issue

53
 RESTATED STATEMENT OF CASH FLOWS
(₹ in Lakhs)
Standalone Standalone Consolidated Consolidated

Particulars Year Ended Year Ended Year Ended

Period Ended
31st March, 31st March, 31st March,
30th June, '25
'25 '24 '23

A. Cash flow from operating activities

Profit before tax, as restated 435.18 909.81 273.59 320.69
Adjustments for :
Provision for Gratuity 0.98 2.36 2.23 1.20
Depreciation and amortisation expense 6.51 29.31 34.97 31.39
Adjustment related to cashflow - (1.41)
Loss/(Gain) on Sale of Fixed Assets - 0.70
Finance costs 61.83 179.09 96.67 61.04
Operating profit before working capital
504.50 1,121.27 407.46 412.91
changes
Changes in working capital:
(Increase) / decrease Inventories (266.67) (416.83) (1,145.17) (232.72)
(Increase) / decrease in Trade Receivables 65.69 (113.19) 721.78 (318.59)
(Increase) / decrease in Other Current Assets (22.24) 22.54 54.69 (112.23)
Increase / (decrease) in Trade Payables 225.16 (437.49) (933.19) 1,217.64
Increase / (decrease) in Other Current Liabilities 20.19 8.63 24.21 21.47
Increase / (decrease) in Long Term Provision 0.99 2.35 2.22 2.51
Increase / (decrease) in Other Long Term
- - 2.50 -
Liabilities
(Increase) / decrease in Other Non Curent
(0.10) (12.10) (1.80) (8.00)
Assets
(Increase) / decrease in Short term loans and
(102.77) (382.18) (82.37) (40.08)
Advances
Increase / (decrease) in Short Term Provision (0.88) (19.87) 0.46 (21.27)
Cash generated from / (utilised in) operations 423.87 (226.87) (949.21) 921.64
Less : Income tax paid (Net off TDS/ Advance
(80.13) (125.06) (52.22) (120.20)
Tax)
Net cash flow generated from/ (utilised in)
343.74 (351.93) (1,001.43) 801.44
operating activities (A)
B. Cash flow from investing activities
Purchase of property, plant and equipment (0.89) (53.18) (11.46) (80.14)
Sale of property, plant and equipment - 10.00 - -
Net of Purchase/ Proceeds from Sale of
- - (474.40) (208.16)
Investments
Net cash flow utilised in investing activities
(0.89) (43.18) (485.86) (288.30)
(B)
C. Cash flow from financing activities
Net of Repayment/Proceeds from Short Term
1.38 644.76 213.35 276.43
Borrowings
Proceeds/ Repayment from/to Minority Interest - (0.32) - 0.49
Proceeds from Long Term Borrowings 92.75 445.00 1,164.95 187.00
Repayment from Long Term Borrowings (379.50) (516.87) (595.18) (109.40)

54
 Standalone Standalone Consolidated Consolidated

Particulars Year Ended Year Ended Year Ended

Period Ended
31st March, 31st March, 31st March,
30th June, '25
'25 '24 '23

Interest/Finance Charges Paid (61.83) (179.09) (96.67) (61.04)

Net cash flow generated from/ (utilised in)
(347.20) 393.48 686.45 293.48
financing activities (C)
Net (decrease)/ increase in cash & cash
(4.35) (1.63) (800.84) 806.62
equivalents (A+B+C)
Cash and cash equivalents at the beginning of
5.48 7.11 807.95 1.33
the period/ year
Cash and cash equivalents at the end of the
1.13 5.48 7.11 807.95
period/ year

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55
 SECTION V - GENERAL INFORMATION

Our Company was incorporated as “Fractal Industries Private Limited” as a private limited company under the provisions
of the Companies Act, 2013 vide Certificate of Incorporation dated January 9, 2020, issued by Assistant Registrar of
Companies, Central Registration Centre. Further, our Company was converted from a private limited company to public
limited company pursuant to special resolution passed in the Extra-Ordinary General Meeting of our Company dated
February 24, 2025 and consequently, the name of our Company was changed from “Fractal Industries Private Limited” to
“Fractal Industries Limited” and a fresh certificate of incorporation dated March 13, 2025 was issued to our Company by
the Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies, Central Processing Centre.
The Corporate Identification Number of our Company is U14101MH2020PLC335773. For further details, please refer to
chapter titled “History and Corporate Structure” beginning on page no. 188 of this Draft Red Herring Prospectus.
BRIEF INFORMATION ON COMPANY AND ISSUE
Particulars Details
Name of Issuer Fractal Industries Limited
Registered Office Gala 212, Bhullar Star Indl. Estate, Andheri Kurla Rd, Andheri East, Mumbai
- 400072, Maharashtra.
Telephone No.: +91 22-2852 8352; Web site: [Link]
E-Mail: investors@[Link]
Contact Person: Ms. Kruti Parshwa Shah
Date of Incorporation January 9, 2020
Company Identification Number U14101MH2020PLC335773
Company Registration Number 335773
Company Category Company Limited by Shares
Registrar of Company ROC- Mumbai
Address of the RoC 100, Everest, Marine Drive, Mumbai-400002, Maharastra.
Phone: 022-22812627
Company Secretary and Compliance Ms. Kruti Parshwa Shah
Officer Fractal Industries Limited
Gala 212, Bhullar Star Indl. Estate, Andheri Kurla Rd, Andheri East, Mumbai
- 400072, Maharashtra.
Telephone No.: +91 22-2852 8352; Web site: [Link]
E-Mail: investors@[Link]
Chief Financial Officer Mr. Anoop Kumar Agarwal
Fractal Industries Limited
Gala 212, Bhullar Star Indl. Estate, Andheri Kurla Rd, Andheri East, Mumbai
- 400072, Maharashtra.
Telephone No.: +91 22-2852 8352; Web site: [Link]
E-Mail: info@[Link]
Designated Stock Exchange SME Platform of BSE Limited (“BSE SME”)
Address: Phiroze Jeejeebhoy Towers, Dalal St, Kala Ghoda, Fort, Mumbai-
400001, Maharashtra.
Issue Programme Issue Opens On: [●] Issue Closes On: [●]
Anchor Investor Bid/Issue Period* [●]
*The Company may, in consultation with the Book Running Lead Manager, consider participation by Anchor
Investors in accordance with the SEBI ICDR Regulations. The Anchor Investors Bid/Issue Period shall be one
Working Day prior to the Bid/Issue Opening Date.
Note:
Investors can contact the Company Secretary and Compliance officer in case of any pre issue or post issue related
problems such as non-receipt of letter of allotment or credit of securities in depository’s beneficiary account or dispatch
of refund order etc.
All grievances relating to the ASBA process and UPI Process may be addressed to the Registrar to the Issue, with a

56
copy to the relevant SCSB to whom the Application was submitted or Sponsor Bank, as the case may be. The Applicant
should give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, PAN, UPI ID (in case of RII’s, if applicable), date of submission of the Bid cum Application Form, address
of the Bidder, number of 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 Investors shall also enclose a copy of the Acknowledgment Slip received from the Designated
Intermediaries/SCSB in addition to the information mentioned hereinabove.
BOARD OF DIRECTORS OF OUR COMPANY
Presently our Board of Directors comprises of following Directors.
Sr.
Name Designation Address DIN
No.
1. Mr. Pankaj B-802, Tara Co-op Hsg. Soc., Saki Vihar Road, Opp L and T
Managing
Bishwanath Gate No. 7, Powai, Sakinaka, Mumbai-400072, Maharashtra, 01236376
Director
Agrawal India.
2. Mr. Vikas Executive
Opp- Pua Gali, Jhauganj, Nagla, Patna-800008, Bihar, India. 11002218
Tekriwal Director
3. Non- A-1201 Bhagwati Eleganza, Plot 12, Sec-11, Ghansoli, Opp.
Mr. Shiv Kumar
Executive Nmmt Bus Depot, Navi Mumbai, Thane – 400701, 02578461
Mittal
Director Maharasthra, India.
4. Independent Choti Bazar, Jhanda Chowk, Kalvan Ganj, Banda – 210001,
Mr. Vipul Ratan 01757490
Director Uttar Pradesh, India.
5. Ms. Neha Independent 501, Park Residency Chs Ltd, Upper Govind Nagar, Near
Yogesh Director Poddar School, Malad East, Borivali-400097, Mumbai, 11077887
Khemka Maharashtra
For further details pertaining to the education qualification and experience of our directors, please refer the chapter titled
“Our Management” beginning on Page no. 193 of this Draft Red Herring Prospectus.
INVESTOR GRIEVANCES
Investors may contact the Company Secretary and Compliance Officer 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.
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. The Bidder
shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated Intermediary in
addition to the information mentioned above. 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.
DETAILS OF KEY MARKET INTERMEDIARIES PERTAINING TO THIS ISSUE AND OUR COMPANY

57
 BOOK RUNNING LEAD MANAGER OF THE ISSUE REGISTRAR TO THE ISSUE

FINAAX CAPITAL ADVISORS PRIVATE KFIN TECHNOLOGIES LIMITED;

LIMITED; Address: Selenium Tower-B, Plot 31 & 32, Gachibowli,
SEBI Registration Number: INM000013244; Financial District, Nanakramguda, Serilingampally,
Registered Office: B-401, The First, B/s Keshavbaug Hyderabad – 500 032, Telengana, India;
Party Plot, I I M, Ahmedabad-380015, Gujarat, India; Tel No.: +91 40 6716 2222
Contact No: +91 94295 50695//95375943219 Email Id: [Link]@[Link]
Email Id: info@[Link] Investor Grievance Email: [Link]@[Link]
Investors Grievance Id: investors@[Link] Website: [Link];
Website: [Link] Contact Person: M Murali Krishna;
Contact Person: Mr. Ikshit Shah/Mr. Yash Doshi SEBI Registration No.: INR000000221;
CIN: U64990GJ2023PTC147118 CIN: U72400TG2017PLC117649

STATUTORY AND PEER REVIEW AUDITOR OF

LEGAL ADVISOR TO THE ISSUE
THE COMPANY
M/s Keyur Shah & Associates M/s. ANA Advisors;
Address: 303-Shitiratna Complex, B/S, Nr. Panchvati Circle, Address: 118, Shila Vihar, Gokulpura, Kalwar Road,
Ambawadi, Ahmedabad - 380006 Jhotwara, Jaipur – 302 012, Rajasthan, India;
Telephone: 079 - 48999595 Tel No.: +91 9887906529;
Email: keyur@[Link] Email: anaadvisors22@[Link];
Contact Person: CA Keyur Shah Contact Person: Mr. Kamlesh Kumar Goyal;
Membership No.: 153774
Peer Review No.: 017640
Firm Registration No: 333288W
BANKERS TO THE COMPANY BANKERS TO THE ISSUE, REFUND BANKER
AND SPONSOR BANK BANKERS TO THE
COMPANY
Axis Bank Limited [●]
Address: A-12, Mittal Tower, Nariman Point, Mumbai –
400021.
Tel No.: +91 – 02222 895145
Email: [Link]@[Link]
Website: [Link]
Contact Person: Mr. Biswarup Mookherjee
SYNDICATE MEMBER
[●]
DESIGNATED INTERMEDIARIES
Self-Certified Syndicate Banks
The list of Designated Branches that have been notified by SEBI to act as SCSB for the ASBA process is provided on
[Link]/pmd/[Link] For more information on the Designated Branches collecting ASBA Forms, see the
above mentioned SEBI link.
The list of branches of the SCSBs named by the respective SCSBs to receive deposits of the application forms from
the Designated Intermediaries will be available on the website of the SEBI ([Link]) and updated from time
to time.
Self-Certified Syndicate Banks eligible as Sponsor Banks for UPI

58
The list of Self Certified Syndicate Banks that have been notified by SEBI to act as Investors Bank or Issuer Bank
for UPI mechanism are provide on the website of SEBI on
[Link] For details on
Designated Branches of SCSBs collecting the Bid Cum Application Forms, please refer to the above mentioned SEBI
link.
BROKERS TO THE ISSUE
Bidders can submit ASBA Forms in the Offer using the stock broker 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 [Link] and [Link], as updated from time to time.
REGISTRAR TO ISSUE AND SHARE TRANSFER AGENTS
The list of the Registrar to Issue and Share Transfer Agents (RTAs) eligible to accept Applications forms at the
Designated RTA Locations, including details such as address, telephone number and e-mail address, are provided at
[Link] as updated from time to time.
COLLECTING DEPOSITORY PARTICIPANTS
The list of the Collecting Depository Participants (CDPs) eligible to accept Application Forms at the Designated CDP
Locations, including details such as name and contact details, are provided at
[Link] for NSDL CDPs and at
[Link] for CDSL CDPs, as
updated from time to time. The list of branches of the SCSBs named by the respective SCSBs to receive deposits of
the Bid cum Application Forms from the Designated Intermediaries will be available on the website of the SEBI
([Link]) and updated from time to time.
STATEMENT OF INTER SE ALLOCATION OF RESPONSIBILITIES OF THE BOOK RUNNING LEAD
MANAGERS
Since Finaax Capital Advisors Private Limited is the sole Book Running Lead Manager to this Issue and all the
responsibilities relating to co-ordination and other activities in relation to the Issue shall be performed by them and hence
a statement of inter-se allocation of responsibilities is not required.
CREDIT RATING
As this is an issue of Equity Shares, there is no credit rating for this Issue.
IPO GRADING
Since the issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations and amendments thereto, there
is no requirement of appointing an IPO Grading agency.
GREEN SHOE OPTION
No Green Shoe Option is applicable for this Issue.
FILING OF DRAFT RED HERRING PROSPECTUS / PROSPECTUS WITH THE BOARD AND THE
REGISTRAR OF COMPANIES
The Draft Red Herring Prospectus is being filed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal St, Kala Ghoda,
Fort, Mumbai -400001, Maharashtra.
The Draft Red Herring Prospectus filed with BSE will be made public for comments, if any, for a period of at least twenty
one days from the date of filing the Draft Red Herring Prospectus, by hosting it on our Company’s website
[Link] BSE website [Link] and Book Running Lead Manager’s website
[Link].
Our Company shall, within two working days of filing the Draft Red Herring Prospectus with BSE, make a public
announcement in all editions of [●] (a widely circulated English national daily newspaper), and all editions of [●] (a widely
circulated Hindi national daily newspaper) and all editions of the [●], a Mumbai daily newspaper (Marathi being the
regional language of Maharashtra, where our Registered Office is located), disclosing the fact of filing of the Draft Red
Herring Prospectus with BSE and inviting the public to provide their comments to the BSE, our Company or the Book
Running Lead Manager in respect of the disclosures made in this Draft Red Herring Prospectus.

59
The Draft Red Herring Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Offer Document
in terms of Regulation 246(2) of SEBI (ICDR) Regulations, 2018. Pursuant to Regulation 246(5) of SEBI (ICDR)
Regulations and amendments thereto and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19,
2018, a copy of Red Herring Prospectus/Prospectus will be filed online through SEBI Intermediary Portal at
[Link]
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section
26 & 32 of the Companies Act, 2013, will be delivered to the Registrar of Companies, Mumbai through the electronic
portal at [Link] at least (3) three working days prior from the date of opening of the issue.
CHANGE IN AUDITORS
Except as stated below, there has been no Change in the Auditors of our Company during the last three years:
Particulars Appointment/Resignation Date of Reason for change
Appointment/Resignation
M/s. Keyur Shah & Associates, Appointment May 5, 2025 Appointment as
Chartered Accountants Statutory Auditor
Address: 303, Shitiratna, B/s. to fill the casual
Raddison Blu Hotel, Nr. Panchvati vacancy.
Circle, Ambawadi, Ahmedabad –
380006, Gujarat
Tel. No.: +91
2225640067/9136044459
Email Id:
ca.keyurshah2015@[Link]
Membership No.: 153774
Firm Registration No: 333288W
M/s. N.S. Rathi & Associates, Resignation April 21, 2025 Resignation of
Chartered Accountants auditor due to
Address: 502, R-Square, Opp preoccupation in
Veena Nagar, L.B.S Marg, Mulund other assignments.
(West), Mumbai – 400080,
Maharashtra
Tel. No.: +91
2225640067/9136044459
Email Id: nsr0111@[Link]
Membership No.: 036753
Firm Registration No: 108716W
M/s. N.S. Rathi & Associates, Appointment September 30, 2024 Re-appointment as
Chartered Accountants Statutory Auditor
Address: 502, R-Square, Opp in the Annual
Veena Nagar, L.B.S Marg, Mulund General Meeting
(West), Mumbai – 400080, for a period of 5
Maharashtra years from the
Tel. No.: +91 conclusion of
2225640067/9136044459 Annual General
Email Id: nsr0111@[Link] Meeting held for
Membership No.: 036753 the Financial Year
Firm Registration No: 108716W 2023-24 till the
Annual General
Meeting held for
the Financial Year
2028-29.
M/s. N.S. Rathi & Associates, Appointment February 6, 2024 Appointment as
Chartered Accountants Statutory Auditor

60
 Particulars Appointment/Resignation Date of Reason for change
Appointment/Resignation
Address: 502, R-Square, Opp to fill the casual
Veena Nagar, L.B.S Marg, Mulund vacancy caused due
(West), Mumbai – 400080, to change in
Maharashtra constitution of M/s.
Tel. No.: +91 N.S. Rathi &
2225640067/9136044459 Associates from
Email Id: nsr0111@[Link] Proprietorship to
Membership No.: 036753 Partnership firm.
Firm Registration No: 108716W
M/s. N.S. Rathi & Associates, Appointment September 30, 2022 Re-appointment as
Chartered Accountants Statutory Auditor
Address: 502, R-Square, Opp in the Annual
Veena Nagar, L.B.S Marg, Mulund General Meeting
(West), Mumbai – 400080, for a period of 5
Maharashtra years from the
Tel. No.: +91 conclusion of
2225640067/9136044459 Annual General
Email Id: nsr0111@[Link] Meeting held for
Membership No.: 036753 the Financial Year
Firm Registration No: 108716W 2021-22 till the
Annual General
Meeting held for
the Financial Year
2026-27.
M/s. N.S. Rathi & Associates, Appointment August 11, 2022 Appointment as
Chartered Accountants Statutory Auditor
Address: 502, R-Square, Opp to fill the casual
Veena Nagar, L.B.S Marg, Mulund vacancy
(West), Mumbai – 400080,
Maharashtra
Tel. No.: +91
2225640067/9136044459
Email Id: nsr0111@[Link]
Membership No.: 036753
Firm Registration No: 108716W
M/s. Mallawat & Associates, Resignation July 20, 2022 Resignation of
Chartered Accountants auditor due to
Address: B-101, Shraddha Heights, preoccupation in
Telli Gali Cross Road, Opp. other assignments.
Workout Gym, Andheri (East),
Mumbai – 400069, Maharashtra
Tel. No.: +91 9819237104
Email Id:
[Link]@[Link]
Membership No.: 142014
Firm Registration No: 145993W
TRUSTEES
As this is an issue of Equity Shares, the appointment of Trustees is not required.
APPRAISAL AND MONITORING AGENCY

61
As per SEBI (ICDR) Regulations, 2018, appointment of monitoring agency is required only if Issue size exceeds ₹ 5,000
Lakh. As the size of the Issue exceeds ₹ 5,000 Lakh, our Company has appointed [●] as the Monitoring Agency to monitor
the utilisation of the Net Proceeds, in accordance with Regulation 262 of the SEBI ICDR Regulations. For details in relation
to the proposed utilisation of the Net Proceeds, see “Objects of the Issue” on page 80.
BOOK BUILDING PROCESS
Book Building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Draft Red Herring
Prospectus within the Price Band. The Price Band shall be determined by our Company in consultation with the Book
Running Lead Manager (BRLM) in accordance with the Book Building Process and advertised it in all editions of the
English national newspaper, all editions of Hindi national newspaper and in Regional newspaper, where our registered
office is situated at least two working days prior to the Bid/Issue Opening date. The Issue Price shall be determined by our
Company in consultation with the BRLM in accordance with the Book Building Process after the Bid/Issue Closing Date.
Principal parties involved in the Book Building Process are:
➢ Our Company;
➢ The Book Running Lead Manager in this case being Finaax Capital Advisors Private Limited;
➢ The Syndicate Member(s) who are intermediaries registered with SEBI / registered as brokers with BSE and eligible
to act as Underwriters. The Syndicate Member(s) will be appointed by the BRLM;
➢ The Registrar to the Issue;
➢ The Escrow Collection Banks/ Bankers to the Issue; and
➢ The Designated Intermediaries and Sponsor Bank.
The SEBI ICDR Regulations have permitted the Issue of securities to the public through the Book Building Process,
wherein allocation to the public shall be made as per Regulation 253 of the SEBI ICDR Regulations.
The SEBI ICDR Regulation, 2018 read with SEBI ICDR (Amendment) Regulations, 2025, permits the issue of securities
to the public through the Book Building Process, which states that not less than 35% of the Net Issue shall be available for
allocation to Individual Investors who applies for minimum application size. Not less than 15% of the Net Issue shall be
available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion will be available
for allocation to Bidders with an application size of more than two lots and up to such lots as equivalent to not more than
₹ 10.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application
size of more than ₹ 10.00 Lakhs 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. Subject to the availability of shares in
non-institutional investors’ category the, allotment to each Non-Institutional Investors shall not be less than the minimum
application size in Non-Institutional Category and the remaining available Equity Shares, if any, shall be allocated on a
proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR
Regulations 2018 read with SEBI ICDR (Amendment) Regulations, 2025. Not more than 50% of the Net Issue shall be
allotted to QIBs, subject to valid Bids being received at or above the Issue Price.
All potential Bidders may participate in the Issue through an ASBA process by providing details of their respective bank
account which will be blocked by the SCSBs. All Bidders are mandatorily required to utilize the ASBA process to
participate in the Issue. Under-subscription if any, in any category, except in the QIB Category, would be allowed to be
met with spill over from any other category or a combination of categories at the discretion of our Company in consultation
with the BRLM and the Designated Stock Exchange.
All Bidders, are mandatorily required to use the ASBA process for participating in the Issue. In accordance with the SEBI
ICDR Regulations, QIBs bidding in the QIB Portion and Non-Institutional Bidders bidding in the Non-Institutional Portion
are not allowed to withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount)
at any stage. Individual Bidders can revise their Bids during the Bid/Issue Period and withdraw their Bids until the Bid/Issue
Closing Date.
Subject to valid Bids being received at or above the Issue Price, allocation to all categories in the Net Issue, shall be made
on a proportionate basis, except for Individual Investors Portion where allotment to each Individual Bidders shall not be
less than the minimum bid lot, subject to availability of Equity Shares in Individual Investors Portion, and the remaining
available Equity Shares, if any, shall be allotted on a proportionate basis. Under – subscription, if any, in any category,
would be allowed to be met with spill - over from any other category or a combination of categories at the discretion of
our Company in consultation with the BRLM and the Stock Exchange. However, under – subscription, if any, in the QIB
Portion will not be allowed to be met with spill over from other categories or a combination of categories.

62
In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Issue shall use only Application
Supported by Blocked Amount (ASBA) process for application providing details of the bank account which will be blocked
by the Self Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors applying in public Issue may use
either Application Supported by Blocked Amount (ASBA) facility for making application or also can use UPI as a payment
mechanism with Application Supported by Blocked Amount for making application. For details in this regards, specific
attention is invited to the chapter titled “Issue Procedure” beginning on page no. 334 of the Draft Red Herring Prospectus.
The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the investors
are advised to make their own judgment about investment through this process prior to making a Bid or application in the
Issue.
For further details on the method and procedure for Bidding, please see chapter entitled “Issue Procedure” beginning on
page no. 334 of this Draft Red Herring Prospectus.
Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for
illustrative purposes and is not specific to the Issue. Bidders can bid at any price within the Price Band. For instance,
assume a Price Band of ₹20/- to ₹24/- per share, Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders,
details of which are shown in the table below. The illustrative book given below shows the demand for the Equity Shares
of the Issuer at various prices and is collated from Bids received from various investors.
Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the
desired number of Equity Shares is the price at which the book cuts off, i.e.,₹ 22/- in the above example. The Company in
consultation with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ₹22/-. All Bids
at or above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the respective categories.
Steps to be taken by the Bidders for Bidding:
➢ Check eligibility for making a Bid (see chapter titled “Issue Procedure” beginning on page no. 334 of this Draft Red
Herring Prospectus);
➢ Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum
Application Form;
➢ Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form. Based on these
parameters, the Registrar to the Issue will obtain the Demographic Details of the Bidders from the Depositories.
➢ Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the officials appointed
by the courts, who may be exempt from specifying their PAN for transacting in the securities market, for Bids of all
values ensure that you have mentioned your PAN allotted under the Income Tax Act in the Bid cum Application Form.
The exemption for Central or State Governments and officials appointed by the courts and for investors residing in
Sikkim is subject to the Depositary Participant’s verification of the veracity of such claims of the investors by
collecting sufficient documentary evidence in support of their claims.
➢ Ensure that the Bid cum Application Form is duly completed as per instructions given in this Draft Red Herring
Prospectus and in the Bid cum Application Form;
Bid/Issue Program:
Event Indicative Dates
Bid/Issue Opening Date [●]1
Bid/Issue Closing Date [●]2
Finalization of Basis of Allotment with the Designated Stock Exchange On or before [●]
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or On or before [●]
UPI ID linked bank account

63
 Credit of Equity Shares to Demat accounts of Allottees On or before [●]
Commencement of trading of the Equity Shares on the Stock Exchange On or before [●]
1. The Anchor Investor Bid/Issue Period shall be opened one Working Day prior to the Bid/Issue Opening Date in
accordance with the SEBI ICDR Regulations;
2. UPI mandate end time and date shall be at 5:00 pm IST on Bid/ Issue Closing Date, i.e. [●].
The above timetable is indicative and does not constitute any obligation on our Company or the BRLM. Whilst our
Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement
of trading of the Equity Shares on the Stock Exchange are taken within 3 (Three) Working Days of the Bid/Issue Closing
Date, the timetable may change due to various factors, such as extension of the Bid/ Issue Period by our Company, revision
of the Price Band or any delays in receiving the final listing and trading approval from the Stock Exchange. The
Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange and in accordance
with the applicable laws.
Bid Cum Application Forms and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (IST)
during the Issue Period (except for the Bid/Issue Closing Date). On the Bid/ Issue Closing Date, the Bid Cum Application
Forms will be accepted only between 10.00 a.m. to 3.00 p.m. (IST) for Individual and other Bidders. The time for applying
for Individual Applicant on Bid/ Issue Closing Date maybe extended in consultation with the BRLM, RTA and BSE taking
into account the total number of applications received up to the closure of timings.
Due to the limitation of time available for uploading the Bid Cum Application Forms on the Bid/ Issue Closing Date,
Bidders are advised to submit their applications one (1) day prior to the Bid/ Issue Closing Date and, in any case, not later
than 3.00 p.m. (IST) on the Bid/ Issue Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST.
Bidders are cautioned that, in the event a large number of Bid Cum Application Forms are received on the Bid/Issue Closing
Date, as is typically experienced in public Issue, some Bid Cum Application Forms may not get uploaded due to the lack
of sufficient time. Such Bid Cum Application Forms that cannot be uploaded will not be considered for allocation under
this Issue. Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays).
Neither our Company nor the BRLM are liable for any failure in uploading the Bid Cum Application Forms due to faults
in any software/hardware system or otherwise.
In accordance with SEBI ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw or lower
the size of their Application (in terms of the quantity of the Equity Shares or the Application amount) at any stage.
Individual Applicants can revise or withdraw their Bid Cum Application Forms prior to the Bid/ Issue Closing Date.
Allocation to Individual Applicants, in this Issue will be on a proportionate basis.
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 Applicant, the details as per the file received from Stock Exchange may be taken as the
final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data
contained in the physical or electronic Bid Cum Application Form, for a particular ASBA Applicant, the Registrar to the
Issue shall ask the relevant SCSBs / RTAs / DPs / stock brokers, as the case may be, for the rectified data.
UNDERWRITING AGREEMENT
This Issue is 100% Underwritten. The Underwriting agreement has been entered on [●], 2025. Pursuant to the terms
of the Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain conditions
specified therein. The Underwriters have indicated their intention to underwrite the following number of specified
securities being offered through this Issue:
Details of the Underwriter No. of shares Amount % of the total
underwritten* Underwritten Issue Size
(₹ in Lakh) Underwritten
[●] Upto [●] [●] 100.00
Total Upto [●] [●] 100.00
*Includes [●] Equity shares of ₹10/- each for cash of ₹[●]/- the Market Maker Reservation Portion which are to be
subscribed by the Market Maker in its own account in order to claim compliance with the requirements of Regulation 261
of the SEBI (ICDR) Regulations, as amended.
In the opinion of our Board of Directors (based on a certificate given by the Underwriter), the resources of the above
- mentioned Underwriter is sufficient to enable it to discharge its underwriting obligation in full. The abovementioned
Underwriter is registered with SEBI under Section 12(1) of the SEBI Act and registered as brokers with the Stock

64
Exchanges – Noted for Compliance.
DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS ISSUE
Our Company and the Lead Manager have entered into an agreement dated [●] with the following Market Maker to fulfil
the obligations of Market Making:
Name [●]
Address [●]
Telephone No. [●]
Email id [●]
Website [●]
Contact Person [●]
Market Maker Registration No. [●]
In accordance with Regulation 261 of the SEBI ICDR Regulations and amendments thereto, we shall enter into an
agreement with the Lead Manager and the Market Maker (duly registered with BSE to fulfil the obligations of Market
Making) dated [●], 2025 to ensure compulsory Market Making for a minimum period of three years from the date of listing
of equity shares offered in this issue.
[●] registered with BSE SME will act as the Market Maker and has agreed to receive or deliver of the specified securities
in the market making process for a period of three years from the date of listing of our Equity Shares or for a period as may
be notified by any amendment to SEBI ICDR Regulations.
The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations,
2018 and the circulars issued by the BSE and SEBI in this regard from time to time.
Following is a summary of the key details pertaining to the proposed Market Making arrangement:
1) The Market Maker(s) (individually or jointly) shall be required to provide a 2-way quote for 75% of the time in a day.
The same shall be monitored by the stock exchange. Further, the Market Maker(s) shall inform the exchange in advance
for each and every black out period when the quotes are not being offered by the Market Maker(s).
2) The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and other
particulars as specified or as per the requirements of the BSE Limited (SME Platform of BSE) and SEBI from time to
time.
3) The minimum depth of the quote shall be ₹ 1,00,000. However, the investors with holdings of value less than ₹
1,00,000 shall be allowed to offer their holding to the Market Maker(s) (individually or jointly) in that scrip provided
that he/she sells his/her entire holding in that scrip in one lot along with a declaration to the effect to the selling broker.
4) The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the SME Platform
of BSE Limited (in this case currently the minimum trading lot size is [●] equity shares of face value of ₹[●] each;
however, the same may be changed by the SME Platform of BSE from time to time
5) Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the quotes
given by him.
After a period of 3 (three) months from the market making period, the market maker would be exempted to provide
quote if the Shares of market maker in our Company reaches to 25% of Issue Size (Including the [●] Equity Shares
ought to be allotted under this Issue). Any Equity Shares allotted to Market Maker under this Issue over and above [●]
Equity Shares would not be taken in to consideration of computing the threshold of 25% of Issue Size. As soon as the
Shares of market maker in our Company reduce to 24% of Issue Size, the market maker will resume providing 2-way
quotes.
6) There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his inventory
through market making process, [●] Limited may intimate the same to SEBI after due verification.
7) There would not be more than five Market Makers for a script at any point of time and the Market Makers may compete
with other Market Makers for better quotes to the investors.
8) On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will happen
as per the equity market hours. The circuits will apply from the first day of the listing on the discovered price during

65
 the pre-open call auction. In case equilibrium price is not discovered the price band in the normal trading session shall
be based on issue price.
9) The Marker Maker may also be present in the opening call auction, but there is no obligation on him to do so.
10) There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily/fully
from the market – for instance due to system problems, any other problems. All controllable reasons require prior
approval from the Exchange, while force-majeure will be applicable for non-controllable reasons. The decision of the
Exchange for deciding controllable and non-controllable reasons would be final.
11) The Market Maker(s) shall have the right to terminate said arrangement by giving a one months’ notice or on mutually
acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement Market Maker(s). In
case of termination of the Market Making agreement prior to the completion of the compulsory Market Making period,
it shall be the responsibility of the Lead Manager to arrange for another Market Maker in replacement during the term
of the notice period being served by the Market Maker but prior to the date of releasing the existing Market Maker
from its duties in order to ensure compliance with the requirements of regulation 261 of the SEBI (ICDR) Regulations,
2018. Further our Company and the Lead Manager reserve the right to appoint other Market Makers either as a
replacement of the current Market Maker or as an additional Market Maker subject to the total number of Designated
Market Makers does not exceed five or as specified by the relevant laws and regulations applicable at thatparticular
point of time. The Market Making Agreement is available for inspection at our registered office from 11.00 a.m. to 5.00
p.m. on working days.
12) Risk containment measures and monitoring for Market Makers: SME Platform of BSE Limited will have all
margins which are applicable on the Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss
Margin,Special Margins and Base Minimum Capital etc. [●] can impose any other margins as deemed necessary from
time-to-time.
13) Punitive Action in case of default by Market Makers: [●] will monitor the obligations on a real time basis and
punitive action will be initiated for any exceptions and/or non-compliances. Penalties / fines may be imposed by the
Exchange on the Market Maker; in case he is not able to provide the desired liquidity in a particular security as per the
specified guidelines. These penalties / fines will be set by the Exchange from time to time. The Exchange will impose
a penalty on the Market Maker in case he is not present in the market (offering two-way quotes) for at least 75% of
the time. The nature of the penalty will be monetary as well as suspension in market making activities / trading
membership.
The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties / fines /
suspension for any type of misconduct/ manipulation/ other irregularities by the Market Maker from time to time.
14) The prices quoted by the Market Maker shall be in compliance with the requirements and other particulars as specified
by the SME Platform of BSE and SEBI from time to time.
15) The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the relevant circulars
issued by SEBI and SME Platform of BSE Limited i.e. BSE SME from time to time.
16) The shares of the company will be traded in continuous trading session from the time and day the company gets listed
on BSE SME and market maker will remain present as per the guidelines mentioned under BSE and SEBI circulars.
17) Price Band and Spreads: The price band shall be 20% and the market maker spread (difference between the sell and
the buy quote) shall be within 10% or as intimated by Exchange from time to time.
SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid down that for issue size
up to ₹ 250 crores, the applicable price bands for the first day shall be:
i. In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall be 5% of
the equilibrium price.
ii. In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shallbe 5%
of the issue price.
iii. Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading. The price
band shall be 20% and the market maker spread (difference between the sell and the buy quote) shall be within 10% or
as intimated by Exchange from time to time.
The following spread will be applicable on the SME platform.
Sr. No. Market Price Slab (in ₹) Proposed Spread (in % to sale price)

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 1 Up to 50 9
2 50 to 75 8
3 75 to 100 6
4 Above 100 5
All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to change based
on changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time.
18) Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for
market makers during market making process has been made applicable, based on the issue size and as follows:
Buy quote exemption threshold Re-Entry threshold for buy quote
Issue Size (including mandatory initial (including mandatory initial inventory
inventory of 5% of the Issue Size) of 5% of the Issue Size)
Up to ₹ 20 Crore 25% 24%
₹ 20 Crore To ₹ 50 Crore 20% 19%
₹ 50 Crore To ₹ 80 Crore 15% 14%
Above ₹ 80 Crore 12% 11%
The Market Making arrangement, trading and other related aspects including all those specified above shall be subject to
the applicable provisions of law and / or norms issued by SEBI/BSE from time to time.
WITHDRAWAL OF THE ISSUE
Our Company in consultation with the Lead Manager, reserve the right not to proceed with the Issue at any time after the
Issue Opening Date but before the Board of Directors’ meeting for 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 (2) working days of
the Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the
Issue.
The Lead Manager, through the Registrar to the Issue, shall notify the SCSBs (in case of individual investors using the UPI
Mechanism), to unblock the bank accounts of the ASBA Applicants, within one (1) day of receipt of such notification. Our
Company shall also promptly inform the Stock Exchange on which the Equity Shares were proposed to be listed.
Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing and trading approvals from SME
Platform of BSE Limited, which our Company shall apply for after Allotment. If our Company\withdraws the Issue after
the Issue Closing Date and thereafter determines that it will proceed with an IPO, our Company shall be required to file a
fresh Draft Prospectus.

67
 SECTION VI - CAPITAL STRUCTURE

The Equity Share Capital of our Company, before the issue and after giving effect to the issue, as on the date of filing of
the Draft Red Herring Prospectus, is set forth below:
(₹ In Lakh except per share amount)
Sr. Aggregate Aggregate value
Particulars
No. Nominal value at issue price
1. Authorized Share Capital 1,525.00 [●]
1,52,50,000 Equity Shares of face value of ₹ 10/- each
2. Issued, Subscribed and Paid-Up Equity Share Capital before the 558.03 [●]
Issue
55,80,267 Equity Shares of face value of ₹ 10/- each
3. Present Issue in terms of the Draft Red Herring Prospectus
Issue of up to 24,00,000 Equity Shares of ₹ 10/- each at a price of ₹ [●] 240.00 [●]
per Equity Share.
Which comprises of
Reservation for Market Maker Portion [●] [●]
[●] Equity Shares of ₹ 10/- each at an Issue Price of ₹ [●] per Equity
Share reserved as Market Maker Portion
Net Issue to Public [●] [●]
Net Issue to Public of [●] Equity Shares of ₹ 10/- each at an Issue Price
of ₹ [●] per Equity Share to the Public
Net Issue* to Public consists of [●] [●]
At least [●] Equity Shares of face value of ₹10 each aggregating upto [●] [●]
₹[●] lakhs will be available for allocation to Individual Investors
At least [●] Equity Shares of face value of ₹10 each aggregating upto [●] [●]
₹[●] lakhs will be available for allocation to Non-Institutional Investors
Not more than [●] Equity Shares of face value of ₹10 each aggregating [●] [●]
upto ₹[●] lakhs will be available for allocation to Qualified Institutional
Buyers, five per cent. of which shall be allocated to mutual funds.
4. Issued, Subscribed and Paid-Up Capital After the Issue# [●] [●]
Up to [●] Equity Shares of face value of ₹10 each.
5. Securities Premium Account Before the Issue Nil
After the Issue [●]
* For detailed information on the Net Issue and its allocation various categories, please refer chapter titled “The Issue”
beginning on Page no. 49 of this Draft Red Herring Prospectus.
#
To be updated upon finalization of Offer Price and subject to finalisation of Basis of Allotment.
The Present Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on September
10, 2025, and by the shareholders of our Company vide a special resolution passed at the Extraordinary General Meeting
held on September 11, 2025.
CLASS OF SHARES
The company has only one class of shares i.e. Equity shares of ₹ 10/- each only and all Equity Shares are ranked pari-passu
in all respect. All Equity Shares issued are fully paid-up as on date of the Draft Red Herring Prospectus.
Our Company does not have any partly paid-up equity shares as on the date of this Draft Red Herring Prospectus.
Our Company does not have any outstanding convertible instruments as on the date of the Draft Red Herring Prospectus.
NOTES TO THE CAPITAL STRUCTURE:
1. Changes in the Authorized Equity Share Capital of our Company:
Since Incorporation of our Company, the Authorized Equity Share Capital of our Company has been changed in the manner
set forth below:

68
 Cumulative
Cumulative
Authorized Whether
Sr. No. of Date of
Particulars of Increase Equity Share AGM/
No. Equity Meeting
Capital EGM
Shares
( ₹ in Lakh)
1. On incorporation Authorized
Equity Share Capital of our
Company was ₹ 10.00 Lakhs 1,00,000 10.00 N.A. N.A.
divided into 1,00,000 Equity
Shares of ₹ 10/- each
2. Increase in Authorized
Equity Share Capital from ₹
10.00 Lakhs divided into
December 29,
1,00,000 Equity Shares of ₹ 5,00,000 50.00 EGM
2020
10/- each to ₹ 50.00 Lakh
divided into 5,00,000 Equity
Shares of ₹ 10/- each
3. Increase in Authorized
Equity Share Capital from ₹
50.00 Lakh divided into
February 24,
5,00,000 Equity Shares of ₹ 1,52,50,000 1525.00 EGM
2025
10/- each to ₹ 1525.00 Lakh
divided into 1,52,50,000
Equity Shares of ₹ 10/- each
2. History of Paid-up Share Capital:
Our existing Paid-up Equity Share Capital has been subscribed and allotted in the manner set forth below:
Cumulat
Cumulati Cumulativ
No. of Nature ive
Face Issue ve e Paid-up
Date of Nature of Equity of Share
value price Number share
allotment allotment Shares conside Premium
(In ₹) (In ₹) of Equity Capital
allotted ration (In ₹
Shares (₹ in Lakh)
Lakhs)
Subscriptio
January
n to
09, 2020
Memorandu
(On 10,000 10.00 10.00 Cash 10,000 1.00 0.00
m of
Incorporat
Association
ion) (1)

January Right Issue

4,90,000 10.00 10.00 Cash 5,00,000 50.00 0.00
18, 2021 (2)

Private
July 01,
Placement 7,297 10.00 1,530.00 Cash 5,07,297 50.73 110.91
2025 (3)

Other
August Bonus Issue
(4) 50,72,970 10.00 0.00 than 55,80,267 558.03 0.00
20, 2025
Cash
(1)
The details of allotment of 10,000 Fully Paid-up Equity Shares made to the subscribers to the Memorandum of
Association, are as follows:
Sr. No. of Equity Face Value Issue Price
Name of Allottee
No. Shares per share (in per share (in

69
 Allotted ₹) ₹)
1. Priti Pankaj Agrawal 500 10.00 10.00
2. Pankaj Bishwanath Agrawal 9,500 10.00 10.00
Total 10,000 - -
(2)
The details of allotment of 4,90,000 Equity Shares made on January 18, 2021, under Right Issue in the ratio of 49:1 i.e.
49 fully paid up equity shares for every 1 equity shares held, at an issue price of ₹ 10/- per equity share are as follows:
Face Value Issue Price
Sr. No. of Equity
Name of Allottee per share (in per share (in
No. Shares Allotted
₹) ₹)
1. Priti Pankaj Agrawal 24,500 10.00 10.00
2. Pankaj Bishwanath Agrawal 4,65,500 10.00 10.00
Total 4,90,000 - -
(3)
The details of allotment of 7,297 Equity Shares made on July 01, 2025, under Private Placement Issue at an issue price
of ₹ 1,530/- per equity share are as follows:
Face Value Issue Price
Sr. No. of Equity
Name of Allottee per share (in per share (in
No. Shares Allotted
₹) ₹)
1. Jyoti Ketan Vakaria 1,777 10.00 1,530.00
2. Pankaj Babulal Vora 1,092 10.00 1,530.00
3. Paresh Harishkumar Thakker 546 10.00 1,530.00
4. Hardik Shah HUF 546 10.00 1,530.00
5. Chandulal Fulchand Ghelani 546 10.00 1,530.00
6. Kishanchand Shivratan Gandhi (First Holder) 546 10.00 1,530.00
and Mr. Tarun Kishanchand Gandhi (Joint
Holder)
7. Gajiwala Bhavin D 546 10.00 1,530.00
8. Jigna Tushar Ghelani 546 10.00 1,530.00
9. Kingsman Wealth Management Private 1,092 10.00 1,530.00
Limited
10. Vishal Shivprasad Gupta 60 10.00 1,530.00
Total 7,297 - -
(4)
The details of allotment of 50,72,970 Equity Shares made on August 20, 2025, under Bonus Issue in the ratio of 10:1
i.e., 10 Bonus equity share for every 1 each Equity Share held by shareholders as on August 19, 2025, as follows:

Face Value Issue Price

Sr. No. of Equity
Name of Allottee per share (in per share (in
No. Shares Allotted
₹) ₹)
1. Priti Pankaj Agrawal 1,78,480 10.00 0.00
2. Pankaj Bishwanath Agrawal 47,50,000 10.00 0.00
3. Tanisha Shiv kumar Mittal 25,000 10.00 0.00
4. Santosh Shivkumar Mittal 25,000 10.00 0.00
5. Shiv Kumar Mittal 21,500 10.00 0.00
6. Pratik Pankaj Agrawal 10 10.00 0.00
7. Vikas Tekriwal 10 10.00 0.00
8. Jyoti Ketan Vakaria 17,770 10.00 0.00
9. Pankaj Babulal Vora 10,920 10.00 0.00

70
 10. Paresh Harishkumar Thakker 5,460 10.00 0.00
11. Hardik Shah HUF 5,460 10.00 0.00
12. Chandulal Fulchand Ghelani 5,460 10.00 0.00
13. Kishanchand Shivratan Gandhi (First Holder) 10.00 0.00
and Mr. Tarun Kishanchand Gandhi (Joint 5,460
Holder)
14. Gajiwala Bhavin D 5,460 10.00 0.00
15. Jigna Tushar Ghelani 5,460 10.00 0.00
16. Kingsman Wealth Management Private 10.00 0.00
10,920
Limited
17. Vishal Shivprasad Gupta 600 10.00 0.00
Total 50,72,970 - -
3. Except as disclosed in point no. 2(4) of this chapter, we have not issued any Equity shares for consideration other than
Cash or out of revaluation reserves at any point of time since Incorporation except for allotment of 50,72,970 Bonus
Equity Shares made on August 20, 2025, in ratio of 10:1 i.e. 10 (Ten) fully paid-up Equity Shares for every 1 (One)
Equity Shares held on August 19, 2025.
4. Our Company has not allotted any Equity Shares pursuant to any scheme approved Sections 230 to 234 of the
Companies Act, 2013.
5. Our Company has not revalued its assets since inception and has not issued any Equity Shares (including bonus
shares) by capitalizing any revaluation reserves.
6. Except for Bonus Issue made on August 20, 2025, our Company has not issued any Equity Shares at a price that may
be lower than the Offer Price during a period of one year preceding the date of the Draft Red Herring Prospectus.
(refer point no. 2(4) above for allottee list)
7. Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme for our
employees and we do not intend to allot any shares to our employees under Employee Stock Option Scheme /
Employee Stock Purchase Scheme from the proposed issue. As and when, options are granted to our employees under
the Employee Stock Option Scheme, our Company shall comply with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021.
8. As on the date of this Draft Red Herring Prospectus, our Company does not have any outstanding preference shares.
9. Our Shareholding Pattern:
The Shareholding Pattern of our Company before the issue as per Regulation 31 of the SEBI (LODR) Regulations, 2015
is given here below:

71
(A). Table I - Summary Statement holding of Equity Shares
Number of Voting Rights held in each Sharehol Number of

Shareholding as a % of total no. of shares (calculated as

Number of equity shares held in dematerialized form

class of securities (IX) ding , as shares

No of shares Underlying Outstanding convertible

a% Number of Locked pledged or

No. of shares underlying Depository Receipts

assumin in shares (XII) otherwise

No. of Partly paid-up equity shares held

No. of fully paid-up equity shares held
No of Voting (XIV) Rights

securities (Including Warrants) (X)

g full encumber
conversi ed (XIII)
Category of shareholder (II)

(VIII) As a % of (A+B+C2)
on of

(VII) = (IV)+(V)+ (VI)

Nos. Of shareholders

converti

per SCRR, 1957)

Total nos. shares

As a % of total shares held (b)

As a % of total shares held (b)

ble
Sr. No. (I)

Total as a % of
securitie

held
(III)

(IV)

(VI)
(V)

(A+B+C)
s (as a
percenta

Class (eg: X)

Class (eg: Y)
ge of

No. (a)

No. (a)
Total
diluted
share
capital)
(XI)=(VI
I)+(X) as
a % of
(A+B+C
2)
Promoter &
(A) 4 54,21,350 0 0 54,21,350 97.15 54,21,350 0 54,21,350 97.15 0 97.15 0 0 0 0 54,21,350
Promoter Group
(B) Public 13 1,58,917 0 0 1,58,917 2.85 1,58,917 0 1,58,917 2.85 0 2.85 0 0 0 0 1,58,917
Non-Promoter-
(C)
Non Public
Shares
(C1) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
underlying DRs
Shares held by
(C2) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Employee Trusts
Total 17 55,80,267 0 0 55,80,267 100.00 55,80,267 0 55,80,267 100.00 0 100.00 0 0 0 0 55,80,267
Note:
1. C=C1+C2
2. Grand Total=A+B+C

72
10. The shareholding pattern of our Promoters and Promoters’ Group and Public before and after the Issue:
Pre issue Post issue
As a %
Sr. No. of As a % No. of
Name of shareholders of
No. equity of Issued equity
Issued
shares Capital* shares
Capital*
A. Promoters
1. Priti Pankaj Agrawal 1,96,328 3.52 1,96,328 [●]
2. Pankaj Bishwanath Agrawal 52,25,000 93.63 52,25,000 [●]
Total - A 54,21,328 97.15 54,21,328 [●]
B. Promoters’ Group
1. Pratik Pankaj Agrawal 11 0.00 11 [●]
2. Vikas Tekriwal 11 0.00 11 [●]
Total - B 22 0.00 11 -
C. Top 10 Shareholders (other than A & B above)
1. Tanisha Shivkumar Mittal 27,500 0.49 27,500 [●]
2. Santosh Shivkumar Mittal 27,500 0.49 27,500 [●]
3. Shivkumar Mittal 23,650 0.42 23,650 [●]
4. Jyoti Ketan Vakaria 19,547 0.35 19,547 [●]
5. Pankaj Babulal Vora 12,012 0.22 12,012 [●]
6. Kingsman Wealth Management Private Limited 12,012 0.22 12,012 [●]
7. Paresh Harishkumar Thakker 6,006 0.11 6,006 [●]
8. Hardik Shah HUF 6,006 0.11 6,006 [●]
9. Chandulal Fulchand Ghelani 6,006 0.11 6,006 [●]
Kishanchand Shivratan Gandhi (First Holder) and Mr. 6,006 0.11 6,006 [●]
10.
Tarun Kishanchand Gandhi (Joint Holder)
11. Gajiwala Bhavin D 6,006 0.11 6,006 [●]
12. Jigna Tushar Ghelani 6,006 0.11 6,006 [●]
Total - C 1,58,257 2.84 1,58,257 [●]
D. Public
1. Others-Public 660 0.01 [●]** [●]
Total-D 660 0.01 - [●]
Total Promoters and Promoters’ Group and Public 55,80,267 100.00 [●] 100.00
(A+B+C+D)
* Rounded off
** [●] to be allotted to Public Shareholders under Initial Public Offer.
11. Details of Major Shareholders:
(A) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date of the Draft Red
Herring Prospectus:
No. of Equity Shares % of Pre-issue paid up
Sr. No. Name of shareholders
held* Capital**#
1. Priti Pankaj Agrawal 1,96,328 3.52
2. Pankaj Bishwanath Agrawal 52,25,000 93.63
Total 54,21,328 97.15
* The Company has not issued any convertible instruments like warrants, debentures, etc. since its Incorporation and there
are no outstanding convertible instruments as on date of the Draft Red Herring Prospectus.
** Rounded off
# the % has been calculated based on existing (pre-issue) paid up capital of the Company.
(B) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date ten days prior
to the date of the Draft Red Herring Prospectus:

73
 No. of Equity Shares % of Pre-issue paid up
Sr. No. Name of shareholders
held* Capital**#
1. Priti Pankaj Agrawal 1,96,328 3.52
2. Pankaj Bishwanath Agrawal 52,25,000 93.63
Total 54,21,328 97.15
* The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there
are no outstanding convertible instruments as on date of the Draft Red Herring Prospectus.
** Rounded off
# the % has been calculated based on existing (pre-issue) Paid up Capital of the Company.
(C) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on One year prior to the
date of the Draft Red Herring Prospectus:
No. of Equity Shares % of Pre-issue paid up
Sr. No. Name of shareholders
held* Capital**#
1. Priti Pankaj Agrawal 25,000 5.00
2. Pankaj Bishwanath Agrawal 4,75,000 95.00
Total 5,00,000 100.00
* The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there
are no outstanding convertible instruments as on date of the Draft Red Herring Prospectus.
** Rounded off
# the % has been calculated based on existing (pre-issue) Paid up Capital of the Company.
(D) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on Two years prior to
the date of the Draft Red Herring Prospectus:
No. of Equity Shares % of Pre-issue paid up
Sr. No. Name of shareholders
held* Capital**#
1. Priti Pankaj Agrawal 25,000 5.00
2. Pankaj Bishwanath Agrawal 4,75,000 95.00
Total 5,00,000 100.00
* The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there
are no outstanding convertible instruments as on date of the Draft Red Herring Prospectus.
** Rounded off
# the % has been calculated based on existing (pre-issue) Paid up Capital of the Company.
12. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment, and right
issue or in any other manner during the period commencing from the date of the Draft Red Herring Prospectus until
the Equity Shares of our Company have been listed or refund of application monies in pursuance of the Draft Red
Herring Prospectus.
As on the date of filing the Draft Red Herring Prospectus, our Company does not have any such plan for altering the capital
structure by way of split or consolidation of the denomination of the shares, or issue of specified securities on a preferential
basis or issue of bonus or rights or further public issue of specified securities or qualified institutions placement. Further,
our Company may alter its capital structure by way of split / consolidation of the denomination of Equity Shares or issue
of equity shares on a preferential basis or issue of bonus or rights or further public issue of equity shares or qualified
institutions placement, within a period of six months from the date of opening of the present issue to finance an acquisition,
merger or joint venture or for regulatory compliance or such other scheme of arrangement or for any other purpose, as the
Board of Directors may deem fit, if an opportunity of such nature is determined by the Board of Directors to be in the
interest of our Company.

74
13. Shareholding of the Promoters of our Company:
As on the date of the Draft Red Herring Prospectus, our Promoters – Pankaj Bishwanath Agrawal and Priti Pankaj Agrawal
holds total 54,21,328 Equity Shares representing 97.15% of the pre-issue paid up equity share capital of our Company. The
build-up of equity shareholding of Promoters of our Company are as follows:
Pankaj Bishwanath Agrawal
Face Issue/
Nature of Cumulative Total % of % of
Date of Number Value Transfer
Issue No. of Consideration Pre post
Allotment of Equity (in ₹) Price (in
Allotment / Equity Paid/Received Issue issue
/ Transfer shares per ₹) per
Transfer Shares (in ₹) Capital Capital
share share
January 09, Subscriber to
9,500 9,500 10 10 95,000 0.17 [●]
2021 MOA
January 18,
Right Issue 4,65,500 4,75,000 10 10 46,55,000 8.34 [●]
2021
August 20,
Bonus Issue 47,50,000 52,25,000 10 NA NA 85.12 [●]
2025
Total 52,25,000 47,50,000 93.63 [●]

Priti Pankaj Agrawal

Face
Issue/ Total % of
Nature of Cumulative Valu % of
Date of Number Transfer Consideratio Pre-
Issue No. of e (in Post -
Allotment of Equity Price (in n Issue
Allotment / Equity ₹) Issue
/ Transfer shares ₹) per Paid/Receive Capita
Transfer Shares per Capital
share d (in ₹) l
share
January Subscriber to
500 500 10 10 5,000 0.01 [●]
09, 2021 MOA
January
Right Issue 24,500 25,000 10 10 2,45,000 0.44 [●]
18, 2021
Transfer to
February Tanisha
(2,500) 22,500 10 300 (7,50,000) (0.04) [●]
21, 2025 Shivkumar
Mittal
Transfer to
February Santosh
(2,500) 20,000 10 300 (7,50,000) (0.04) [●]
21, 2025 Shivkumar
Mittal
Transfer to
February
Shivkumar (2,150) 17,850 10 300 (6,45,000) (0.04) [●]
21, 2025
Mittal
Transfer to
February
Pratik (1) 17,849 10 300 (300) (0.00) [●]
21, 2025
Agrawal
Transfer to
February
Vikas (1) 17,848 10 300 (300) (0.00) [●]
21, 2025
Tekriwal
August
Bonus Issue 1,78,480 1,96,328 10 NA NA 3.20 [●]
20, 2025
Total 1,96,328 (18,95,600) 3.52 [●]
Note: None of the Shares has been pledged by our Promoters.
14. The average cost of acquisition of or subscription to Equity Shares by our Promoters is set forth in the table below:

75
 No. of Equity Average Cost of Acquisition
Sr. No. Name of Promoters
Shares held per equity share (in ₹)*#$
1. Priti Pankaj Agrawal 1,96,328 (9.66)
2. Pankaj Bishwanath Agrawal 52,25,000 0.91
*The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account the amount
paid by them to acquire and Shares allotted to them as reduced by amount received on sell of shares i.e. net of sale
consideration is divided by net quantity of shares acquired.
# Rounded Off
$
Based on Certificate issued by Statutory and Peer Review Auditor, M/s Keyur Shah & Associates, Chartered Accountants,
vide their certificate dated October 16, 2025.
15. We have 17 (Seventeen) shareholders as on the date of filing of the Draft Red Herring Prospectus.
16. As on the date of the Draft Red Herring Prospectus, our Promoters and Promoters’ Group hold total 54,21,350 Equity
Shares representing 97.15% of the pre-issue paid up share capital of our Company.
17. There were no shares purchased/sold by the Promoter(s) and Promoter Group, directors of our Company and their
relatives during last six months from the date of filing of this Draft Red Herring Prospectus.
18. The members of the Promoters’ Group, our directors and the relatives of our directors have not 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 six months immediately preceding the date of filing the Draft Red Herring Prospectus.
19. Details of Promoter’s Contribution locked in for three years:
Our Promoters have given written consent to include [●] Equity Shares subscribed and held by them as a part of Minimum
Promoters’ Contribution constituting 20.00% of the post issue Paid-up Equity Shares Capital of our Company (“Minimum
Promoters’ contribution”) in terms of Sub-Regulation (1) of Regulation 236 of the SEBI (ICDR) Regulations, 2018 and
have agreed not to sell or transfer or pledge or otherwise dispose of in any manner, the Minimum Promoters’ Contribution,
and to be marked Minimum Promoters’ Contribution as locked-in.- Noted for compliance.
In terms of clause (a) of Regulation 238 of the SEBI (ICDR) Regulations, 2018, Minimum Promoters’ Contribution as
mentioned above shall be locked-in for a period of three years from the date of commencement of commercial production
or date of allotment in the Initial Public Offer, whichever is later.
Explanation: The expression "date of commencement of commercial production" means the last date of the month in which
commercial production of the project in respect of which the funds raised are proposed to be utilized as stated in the offer
document, is expected to commence.
We further confirm that Minimum Promoters’ Contribution of 20.00% of the post Issue Paid-up Equity Shares Capital does
not include any contribution from Alternative Investment Fund.
The Minimum Promoters’ Contribution has been brought into to the extent of not less than the 20.00% of the Post Issue
Capital and has been contributed by the persons defined as Promoters under the SEBI (ICDR) Regulations, 2018.
The lock-in of the Minimum Promoters’ Contribution will be created as per applicable regulations and procedure and
details of the same shall also be provided to the Stock Exchange before listing of the Equity Shares.
The details of Minimum Promoters’ Contribution are as follows:

76
 [●]
Date of Date Nature of Number Face Issue/ Source of % of % of Date
Allotment when Issue/ of Value Transfe Contributio Pre post up to
/ Transfer Fully Allotment Equity (in ₹) r Price n issue issue which
Paid-up / Transfer shares per (in ₹) Capital Capital Equity
share per Shares
share are
subjec
t to
Lock-
in
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●]
All the Equity Shares held by the Promoters / members of the Promoters’ Group are in already dematerialized as on date
of this Draft Red Herring Prospectus. – Noted for Compliance
In terms of Regulation 237 of the SEBI (ICDR) Regulations, 2018, we confirm that the Minimum Promoters’ Contribution
of 20.00% of the Post Issue Capital of our Company as mentioned above does not consist of;
➢ Equity Shares acquired during the preceding three years for;
• consideration other than cash and revaluation of assets or capitalization of intangible assets is involved in such
transaction;
• resulting from a bonus issue by utilization of revaluation reserves or unrealized profits of the company or from bonus
issue against equity shares which are ineligible for minimum Promoters’ contribution;
➢ The Equity Shares held by the Promoters and offered for Minimum Promoters’ contribution which are subject to any
pledge with any creditor;
➢ Equity Shares acquired by Promoters during the preceding one year at a price lower than the price at which equity
shares are being offered to public in the Initial Public offer;
➢ As per Regulation 237 (1) if the Shares are issued to the promoters during the preceding One Year at a price less than
the Price at which specified securities are being offer to the public in initial public offer is ineligible for minimum
promoters’ contribution.
➢ However as per clause (c) of sub regulation (1) of Regulation 237 of SEBI (ICDR), 2018 specified securities allotted
to promoters during the preceding one year at a price less than the issue price, against funds brought in by them during
that period, in case of an issuer formed by conversion of one or more partnership firms, where the partners of the
erstwhile partnership firms are the promoters of the issuer and there is no change in the management: - Not Applicable
Provided that specified securities, allotted to promoters against capital existing in such firms for a period of more than
one year on a continuous basis, shall be eligible; Not Applicable
20. Lock in of Equity Shares held by Promoters in excess of Minimum Promoters’ contribution:
Lock in of Equity Shares held by Promoters in excess of minimum promoters’ contribution as per Regulation 238 of the
SEBI ICDR Regulations and amendments thereto. Pursuant to Regulation 238(b) of the SEBI ICDR (Amendment)
Regulations, 2025, the Equity Shares held by our Promoters and promoters’ holding in excess of minimum promoters’
contribution shall be locked as follows:
a) Fifty percent of promoters’ holding in excess of minimum promoters’ contribution constituting [●] equity shares shall
be locked in for a period of two years from the date of allotment in the initial public offer; and
b) Remaining fifty percent of promoters’ holding in excess of minimum promoters’ contribution constituting [●] equity
shares shall be locked in for a period of one year from the date of allotment in the initial public offer.
21. Lock in of Equity Shares held by Persons other than the Promoters:
In terms of Regulation 239 of the SEBI (ICDR) Regulations, 2018, in addition to the Minimum Promoters contribution as
per regulation 238(a) and 238(b) of the SEBI (ICDR) Regulations, 2018, the entire pre-issue equity share capital held by

77
persons other than the promoters constituting [●] Equity Shares shall be locked in for a period of one year from the date of
allotment of Equity Shares in this Issue.
22. Inscription or recording of non-transferability:
In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, our Company confirms that certificates of Equity Shares
which are subject to lock in shall contain the inscription “Non-Transferable” and specify the lock-in period and in case
such equity shares are dematerialized, the Company shall ensure that the lock-in is recorded by the Depository. – Not
Applicable as all existing Equity Shares are held in dematerialized form.
23. Pledge of Locked in Equity Shares:
In terms of Regulation 242 of the SEBI (ICDR) Regulations, 2018, the Equity Shares held by our Promoters and locked in
may be pledged as a collateral security for a loan granted by a scheduled commercial bank or public financial institution
or a systemically important non-banking finance company or housing finance company, subject to following;
➢ In case of Minimum Promoters’ Contribution, the loan has been granted to the issuer company or its subsidiary (ies)
for the purpose of financing one or more of the Objects of the Issue and pledge of equity shares is one of the terms of
sanction of the loan.
➢ In case of Equity Shares held by Promoters in excess of Minimum Promoters’ contribution, the pledge of equity shares
is one of the terms of sanction of the loan.
However, lock in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible to transfer
the equity shares till the lock in period stipulated has expired.
24. Transferability of Locked in Equity Shares:
In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018 and subject to provisions of Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as applicable;
➢ The Equity Shares held by our Promoters and locked in as per Regulation 238 of the SEBI (ICDR) Regulations, 2018
may be transferred to another Promoters or any person of the Promoters’ Group or to a new promoter(s) or persons in
control of our Company, subject to continuation of lock-in for the remaining period with transferee and such transferee
shall not be eligible to transfer them till the lock-in period stipulated has expired.
➢ The equity shares held by persons other than promoters and locked in as per Regulation 239 of the SEBI (ICDR)
Regulations, 2018 may be transferred to any other person (including Promoter and Promoters’ Group) holding the
equity shares which are locked-in along with the equity shares proposed to be transferred, subject to continuation of
lock-in for the remaining period with transferee and such transferee shall not be eligible to transfer them till the lock-
in period stipulated has expired.
25. Our Company, our Directors and the Lead Manager to this Issue have not entered into any buy-back or similar
arrangements with any person for purchase of our Equity Shares issued by our Company.
26. As on date of the Draft Red Herring Prospectus, there are no Partly Paid-up Shares and all the Equity Shares of our
Company are fully paid up. Further, since the entire money in respect of the Issue is being called on application, all
the successful applicants will be issued fully paid-up equity shares.
27. Neither the Lead Manager, nor their associates hold any Equity Shares of our Company as on the date of the Draft
Red Herring Prospectus.
28. Prior to this Initial Public Offer, our Company has not made any public issue or right issue to public at large.
29. There are no safety net arrangements for this public issue.
30. As on the date of filing of the Draft Red Herring Prospectus, there are no outstanding warrants, options or rights to
convert debentures, loans or other financial instruments into our Equity Shares.
31. As per RBI regulations, OCBs are not allowed to participate in this offer.
32. Our Company has not raised any bridge loan against the proceeds of this Issue. However, depending on business
requirements, we may consider raising bridge financing facilities, pending receipt of the Net Proceeds.
33. There are no Equity Shares against which depository receipts have been issued.
34. As on date of the Draft Red Herring Prospectus, other than the Equity Shares, there is no other class of securities
issued by our Company.

78
35. Our Company undertakes that at any given time, there shall be only one denomination for our Equity Shares, unless
otherwise permitted by law.
36. An Applicant cannot make an application for more than the number of Equity Shares being issued through this Issue,
subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investors.
37. Since present issue is a Book Built Issue, the allocation in the net issue to the public category in terms of Regulation
253(1) of the SEBI (ICDR) (Amendment) Regulations, 2018 shall be made as follows:
(a). not less than thirty-five per cent to Individual Investors who applies for minimum application size; and
(b). not less than fifteen per cent to Non-Institutional Investors;
(c). not more than fifty per cent to Qualified Institutional Buyers, five per cent of which shall be allocated to mutual funds:
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to
applicants in the other category.
Provided further that in addition to five per cent allocation available in terms of clause (c), mutual funds shall be eligible
for allocation under the balance available for qualified institutional buyers.
38. No incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise shall be
offered by any person connected with the distribution of the issue to any person for making an application in the
Initial Public Offer, except for fees or commission for services rendered in relation to the issue.
39. Our Promoters and the members of our Promoters’ Group will not participate in this offer.
40. Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoters’ Group between
the date of filing the Draft Red Herring Prospectus and the Issue Closing Date shall be reported to the Stock Exchanges
within twenty-four hours of such transaction.
41. Except as stated below, none of our other Directors or Key Managerial Personnel or Senior Management holds Equity
Shares in our Company.
% of Pre % of Post
No. of Issue Issue
Sr.
Name Designation Equity Equity Equity
No.
Shares held Share Share
Capital Capital
Pankaj Bishwanath Agrawal Chairman and Managing
1. 52,25,000 93.63 [●]
Director
2. Vikas Tekriwal Executive Director 11 0.00 [●]
3. Shiv Kumar Mittal Non-Executive Director 23,650 0.42 [●]

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 SECTION - VII – PARTICULARS OF THE ISSUE

OBJECTS OF THE ISSUE

The Issue comprises of entirely a fresh Issue of up to 24,00,000 Equity Shares of our Company at an Issue Price of Rs. [●]
per Equity Share. We intend to utilize the proceeds of the Issue to meet the following objects: -
Fresh Issue
The details of the Net Proceeds are set forth below:
(₹ in Lakhs)
Particulars Estimated Amount*
Gross Proceeds of the Issue Upto [●]**
Less: Estimated Issue related Expenses# [●]
Net Proceeds of the Issue [●]
*To be finalised upon determination of the Issue Price and updated in the Prospectus at the time of filing with the RoC.
**Subject to full subscription to the Fresh Issue component.
# For details, see “- Issue expenses” in the chapter titled “Object of the Issue” beginning on page no. 80.
Requirement of Funds:
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(₹ in Lakhs)
[Link]. Particulars Estimated Amount*
3. Funding working capital requirements Upto 4,150.00
4. General corporate purposes*# [●]
Total# [●]
*To be determined upon finalisation of the Issue Price and updated in the Prospectus prior to filing with the RoC.
#The amount to be utilized for general corporate purposes shall not exceed 15% of the gross proceeds or 10 crores
whichever is lower.
(collectively, referred to herein as the “Objects”)
The main objects and objects incidental and ancillary to the main objects, as set out in our Memorandum of Association,
enable our Company to undertake its existing business activities and the activities for which funds are being raised through
the Fresh Issue. In addition, our Company expects to receive the benefits of listing its Equity Shares on the Stock
Exchanges, including enhancing its visibility and brand image, and creating a public market for our Equity Shares.
Utilization of Net Proceeds and Proposed Schedule of Implementation and Deployment of Net Proceeds
The Net Proceeds are proposed to be utilised in the manner set out in the following table:
(₹ in Lakhs)
Sr. Particulars Estimated Estimated Estimated Utilization
No. Amount* Utilization of Net Proceeds in
of Net Proceeds in F.Y. 2026– 2027
F.Y. 2025 – 2026
3. Funding working capital requirements Up to 4,150.00 Up to 2,500.00 Up to 1,650.00
4. General corporate purposes*# [●] [●] [●]
Total# [●] [●] [●]
*To be determined upon finalisation of the Issue Price and updated in the Prospectus prior to filing with the RoC.
# The amount to be utilised for general corporate purposes shall not exceed 15% of the gross proceeds of the Fresh Issue
or 10 crore whichever is lower, in accordance with the SEBI ICDR Regulations.

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The deployment of funds indicated above will be based on management estimates, existing circumstances of our business
and prevailing market conditions, which may subject to change. The deployment of funds described herein has not been
appraised by any bank or financial institution or any other independent agency. See Risk Factor under the chapter titled
“Risk Factors” beginning on page no. 25 of the Draft Red Herring Prospectus.
Given the nature of our business, and since the amount of the Net Proceeds proposed to be utilized towards the Objects are
not towards implementing any specific project, we may have to revise our funding requirements and deployment from time
to time, on account of a variety of factors such as our financial condition, business strategies and external factors such as
market conditions, any epidemic, competitive environment and other external factors, which would not be within the
control of our management. This may entail rescheduling or revising the proposed utilisation of the Net Proceeds,
implementation schedule and funding requirements, including the expenditure for a particular purpose, at the discretion of
our management, subject to compliance with applicable laws. Subject to applicable laws, in the event of any increase in
the actual utilization of funds earmarked for the purposes set forth above, such additional funds for a particular activity
will be met by way of means available to us, including from internal accruals and any additional equity and/or debt
arrangements.
Subject to applicable law, if the actual utilisation towards any of the Objects is lower than the proposed deployment, such
balance will be used for general corporate purposes, to extent that the total amount to be utilized will not exceed 15 % of
the gross proceeds of the Fresh Issue.
The fund requirements set out for the aforesaid Objects are proposed to be met entirely from the Net Proceeds, internal
accruals, and existing debt financing. Accordingly, we confirm that there is no requirement for us to make firm
arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount
to be raised through the Net Proceeds and existing identifiable internal accruals.
We propose to deploy the entire Net Proceeds towards the Objects in the Financial Year 2025-26 and 2026-27. However,
if the Net Proceeds are not completely utilised for the Objects in the stated period, such amounts will be utilised (in part or
full) in Financial Year 2027-28, in accordance with applicable law.
Details of the Objects of the Fresh Issue
1. Funding working capital requirements:
We propose to utilize ₹ Upto 4,150 Lakhs from the Net Proceeds towards funding our Company’s working capital
requirements. We have significant working capital requirements, and we fund our working capital requirements in the
ordinary course of business from our internal accruals and financing facilities from various banks and financial institutions.
Our Company requires additional working capital for executing increased order volumes, High Inventory Levels, High
Debtors, Advance Payments to Suppliers and Requirement of Security Deposits and for other corporate purposes. In light
of the above, our Company will require incremental working capital.
The incremental and proposed working capital requirements, as approved by the Board pursuant to a resolution dated
October 15, 2025 and key assumptions with respect to the determination of the same are mentioned below. Our Company’s
composition of working capital as at June 30, 2025; March 31, 2025, March 31, 2024 and March 31, 2023 on the basis of
restated financial statements and expected working capital requirements for Fiscal 2026 & Fiscal 2027 are as set out in the
table below*:
(₹ in lakhs)
Fiscal Fiscal Fiscal June 30,
Fiscal 2026 Fiscal 2027
Particulars 2023 2024 2025 2025
(Estimated) (Projected)
(Restated) (Restated) (Restated) (Restated)
Current Assets
Inventories 1,061.91 2,207.08 2,623.91 2,890.58 5,721.15 6,638.64
Trade Receivables 1,325.21 603.43 716.62 650.93 1,568.11 2,081.73
Short term loan and advances 153.79 236.16 618.34 721.11 805.61 1,446.73
Other Current Assets 112.24 57.55 35.01 57.25 138.90 286.68
Total (A) 2,653.15 3,104.22 3,993.88 4,319.87 8,233.77 10,453.78
Current Liabilities
Trade Payables 2,102.46 1,169.27 731.78 956.94 1,852.87 1,947.78
Other Current Liabilities &
21.79 46.38 69.81 106.08 288.72 619.85
Short Term Provision

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 Total (B) 2,124.25 1,215.65 801.59 1,063.02 2,141.59 2,567.63
Total Working Capital (A)-
528.90 1,888.57 3,192.29 3,256.85 6,092.18 7,886.15
(B)
Funding Pattern
I) Borrowings for meeting
528.90 1,888.57 2,760.93 2,475.56 2,360.97 2,111.01
working capital requirements
II) Networth / Internal
- - 431.36 781.29 1,231.21 4,125.14
Accruals
III) Proceeds from IPO - - - - 2,500.00 1,650.00
*As certified by the Statutory and Peer Review Auditor M/s Keyur shah & Associates & Co., Chartered Accountants
pursuant to their certificate dated October 16, 2025.
Assumption for working capital requirements:
The table below sets forth the details of holding levels (in days) for the financial year ended March 31, 2025, March 31,
2024 and March 31, 2023 on the basis of restated financial statements and the holding levels (in days) for Fiscal 2026 and
fiscal 2027 are on estimated basis and projected basis respectively*.
Holding levels

Fiscal Fiscal Fiscal June 30, Fiscal

Fiscal 2026
Particulars 2023 2024 2025 2025 2027
(Estimated)
(Restated) (Restated) (Restated) (Restated) (Projected)

(in Days) (in Days) (in Days) (in Days) (in Days) (in Days)
Inventories
43 143 125 142 145 180
Trade Receivables
48 70 28 26 33 43
Trade Payables
64 107 45 36 41 53
*As certified by the Statutory and Peer Review Auditor M/s Keyur shah & Associates & Co., Chartered Accountants
pursuant to their certificate dated October 16, 2025.
Justification for “Holding Period” levels
The justifications for the holding levels mentioned in the table above are provided below:
S. Particulars Details
No.
1. Inventories The inventory holding period increased significantly from 43 days in Fiscal 2023 to
143 days in Fiscal 2024, primarily due to a strategic shift in the Company’s business
model. In February–March 2024, the Company transitioned from an outright sale
model (Manufacturing on Job Work Basis) to a PPMP model (Own & Job Work
Manufacturing + Warehousing). Under this revised model, the Company assumed
warehousing and supply chain responsibilities for its e-commerce clients,
necessitating higher inventory levels to ensure prompt order fulfilment and service
consistency.

This shift required the Company to hold 2 months of raw materials and 4 months of
finished goods , leading to a structurally higher inventory holding period, expected to
stabilize around 180 days in the long run. Higher inventory levels also help enhance
product visibility on digital platforms, which is essential for building customer trust
through improved reviews and ratings over time.

In addition, the Company maintains sufficient buffer stock to address spontaneous and
high-volume orders from its e-commerce clients, supporting operational agility and

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 S. Particulars Details
No.
sustained revenue growth.

In Fiscal 2025, inventory days reduced slightly to 125 days, reflecting early
optimisation efforts. However, as of June 30, 2025, inventory days rose to 142 days,
primarily due to seasonal stocking and preparation for bulk e-commerce orders.

Going forward, inventory days are projected at 145 days in Fiscal 2026 and 180 days
in Fiscal 2027, aligned with the Company’s continued growth strategy in the e-
commerce segment. The increase also reflects the impact of launching its own brand
manufacturing and the introduction of a new product line of jeans, both of which
require higher inventory commitments to ensure adequate market availability and
support scale-up.

2. Trade receivables Trade receivable days increased from 48 days in Fiscal 2023 to 70 days in Fiscal 2024,
primarily due to the extension of credit terms provided to key D2C clients during the
Company’s transition from Outright sale model to the PPMP model (Own & Job Work
Manufacturing + Warehousing). This shift required adjustments in commercial terms
to facilitate a smooth onboarding process for clients and to support the expanded scope
of services, including warehousing and fulfilment.

As operations stabilized, the Company implemented standardized credit policies,

improved client evaluation procedures, and streamlined its receivables management.
These measures led to a significant improvement in the collection cycle, with trade
receivable days reducing to 28 days in Fiscal 2025 and further to 26 days as of June
30, 2025.

For the projected periods, trade receivable days are estimated at 33 days in Fiscal 2026
and 43 days in Fiscal 2027, reflecting the evolving business mix and anticipated
growth in order volumes from D2C clients. These levels are consistent with the
Company’s credit policy framework under the PPMP model and are considered
representative of a steady-state collection cycle, enabling efficient working capital
management while supporting continued expansion in the e-commerce segment.
3. Trade payables Trade payable days increased from 64 days in Fiscal 2023 to 107 days in Fiscal 2024,
primarily due to lower internal accruals to meet creditor obligations during the
transition from Outright sale model to the PPMP model. To manage liquidity and
support ongoing operations, the Company availed extended credit period from its
suppliersAs operations stabilized and sales improved under the PPMP model, the
payable period reduced to 45 days in Fiscal 2025 and further declined to 36 days as of
June 30, 2025. For subsequent periods, trade payable days are estimated at 41 days in
Fiscal 2026 and projected at 53 days in Fiscal 2027. The payable cycle is now aligned
with the Company’s regular vendor credit terms and reflects normalized working
capital management.
Overall Justification for working capital requirement:
I. Heavy Inventory business model:
Historically, our company operated under an outright sale model, which involved Manufacturing of apparels for reputed
marketplaces. Under this model, the working capital deployed towards inventory cycle was shorter, as garments were
produced and sold directly upon completion, with minimal holding or logistical responsibility beyond production.
However, we have now transitioned to a PPMP Model which encompasses Manufacturing and Warehousing. Under the
PPMP model, our company assumes significantly broader responsibilities which includes Designing, Sourcing raw
materials, Manufacturing, Warehousing, procuring orders from the customers, Order fulfilment which requires heavy
deployment of working capital towards raw materials for manufacturing the apparels and finished goods for fulfilment of
orders.

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 As a result, our working capital cycle has lengthened significantly, due to the following key factors:
i. Procurement of high Raw Materials: We need to procure raw materials well in advance, often based on
forecasted rather than confirmed demand.
ii. Extended Manufacturing and Processing Timeline: Production cycles include both in-house manufacturing
and outsourced job work, extending timelines and increasing operational costs.
iii. Inventory of Finished Holding Costs: Under the PPMP model, the finished goods are stored in our warehouses
or dispatched to marketplace-designated warehouses before actual sales, increasing inventory carrying costs.
iv. Periodic Payment Realization: The sale of goods happens through e-commerce platforms, and we receive
payments only after orders are processed and delivered to the end customers, post the deduction of commissions
and return adjustments. Further settlement with market places is on pre-determined conditions generally once in
a month which requires significant deployment of working capital.
v. Logistical Coordination and Distribution Expenses: For the shipment of our finished goods to our end
customers, we depend on third party logistic service providers generally nominated and approved by marketplaces.
This requires higher coordination efforts, including shipping to multiple warehouse locations across regions,
further blocking working capital.
In summary, the entire value chain is now front-loaded in terms of investment, while the revenue realization is back ended
and dependent on the marketplace sales cycle. This structural change in our operating model has resulted in a higher margin
for the company but at the same time it has resulted in longer working capital requirement, as funds remain blocked
throughout the procurement, production, warehousing, and sales cycle.
II. Development of own brand “7ate9”:
The Company is in the process of launching its own brand “7ate9”, marking a strategic shift towards direct-to-consumer
(D2C) operations via online and e-commerce platforms. Under this model, the Company designs, manufactures, and sells
garments under its own brand directly to customers, primarily through leading online marketplaces such as Myntra, Ajio,
Flipkart, and other digital channels. The brand “7ate9” is already registered and the design, development, and production
of apparel under this label has commenced with effect from May 2025. However, the commercial launch and sale of these
products are yet to begin. The Company will operate as a direct seller on e-commerce platforms, which provides access to
a vast customer base but also involves platform commissions and compliance with their operational guidelines.
To ensure timely and consistent availability of products across platforms, the Company must design, manufacture, and
stock substantial quantities of inventory in advance. This front-loading of production and stocking requires a higher
working capital requirement to finance raw material procurement, manufacturing costs, packaging, logistics, platform fees,
and warehousing.
III. Trade Receivable Cycle:
While we bear the upfront costs of raw material procurement, production, and logistics, payments are received only after
the products are sold to end customers through these platforms. Additionally, e-commerce platforms deduct their
commissions and settle payments after a credit period. This results in a significant delay between product dispatch and
final payment realization, thereby lengthening may increase our trade receivable cycle.
IV. Trade Payable Cycle:
Our working capital remain block in trade payable as we are required to make payments to suppliers and job workers
within agreed timelines, regardless of whether the garments are ultimately sold or not. This results in outflows occurring
well before revenue is realized, adding pressure on our working capital.
2. General corporate purposes:
The Net Proceeds will be first utilized towards the Objects as mentioned above. The balance is proposed to be utilized for
General corporate purposes, subject to such utilization not exceeding 15% of the gross proceeds of the Fresh Issue or 10
crore whichever is lower, in accordance with the 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, partnerships, joint ventures and acquisitions;

84
b. brand building and strengthening of promotional & marketing activities;
c. On-going general corporate exigencies or any other purposes as approved by the Board subject to compliance with the
necessary regulatory provisions and
d. meeting operating expenses, repayment of the borrowings, investment in the Group Companies, meeting working
capital requirements including payment of interests, strengthening of our business development and marketing
capabilities, meeting exigencies which the Company in the ordinary course of business may not foresee or any other
purpose as approved by our board of directors, subject to compliance with the necessary provisions of the Companies
Act.
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 “Utilization of Net proceeds” 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.
3. ISSUE RELATED EXPENSES
The total estimated Issue Expenses are ₹ [●] lakh, which is [●] % of the total Issue Size. The details of the Issue Expenses
are tabulated below:
(₹ in lakhs)
Sr. Amount % of total % of total issue
Particulars
No. expenses** size**
1. Book Running Lead Manager Fees. [●] [●] [●]
2. Underwriting Fees [●] [●] [●]
3. Fees payable to the Market maker to the [●] [●] [●]
Issue
4. Fees payable to the Registrar to the [●] [●] [●]
Issue
5. Fees payable for Advertising and [●] [●] [●]
Publishing Expense
6. Fees payable to Regulators including [●] [●] [●]
Stock Exchange & Depositories
7. Payment for Printing & Stationary, [●] [●] [●]
Postage etc.
8. Fees payable to statutory auditors, [●] [●] [●]
Legal Advisors & other Professionals
9. Other Expense [●] [●] [●]
Total Estimated Offer Expense [●] [●] [●]
**Offer expenses include goods and services tax, where applicable. Offer expenses will be incorporated at the time of
filing of the Prospectus with the RoC. Offer expenses are estimates and are subject to change.
Notes:
Structure for commission and brokerage payment to the SCSBs Syndicate, RTAs, CDPs and SCSBs:
1. ASBA applications procured directly from the applicant and Bided (excluding applications made using the UPI
Mechanism, and in case the Issue is made as per Phase I of UPI Circular) - Rs 5/- per application on wherein shares
are allotted.
2. Syndicate ASBA application procured directly and bided by the Syndicate members (for the forms directly procured
by them) - Rs 10/- per application on wherein shares are allotted
3. Processing fees / uploading fees on Syndicate ASBA application for SCSBs Bank - Rs 5/- per application on wherein
shares are allotted
4. Sponsor Bank shall be payable processing fees on UPI application processed by them - Rs 5/- per application on
wherein shares are allotted
5. No additional uploading/processing charges shall be payable to the SCSBs on the applications directly procured by
them.

85
6. The commissions and processing fees shall be payable within 30 Working days post the date of receipt of final invoices
of the respective intermediaries.
7. Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
Issue Expenses other than the listing fees shall be shared among our Company on a pro rata basis, in proportion to the
Equity Shares Allotted.
APPRAISING AGENCY
None of the Objects of the Issue for which the Net Proceeds will be utilized have been appraised by any agency.
BRIDGE LOANS
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft Red Herring
Prospectus which are proposed to be repaid from the Net Proceeds of the Issue.
MONITORING OF UTILIZATION OF FUNDS
In accordance with Regulation 262 of the SEBI ICDR Regulations, our Company has appointed [●] as the monitoring
agency (“Monitoring Agency”) to monitor the utilisation of the Net Proceeds. Our Company undertakes to place the Net
Proceeds in a separate bank account which shall be monitored by the Monitoring Agency for utilisation of the Net Proceeds.
Our Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without
any delay and in accordance with the applicable laws. Our Company will disclose the utilisation of the Net Proceeds,
including interim use under a separate head in its balance sheet for such financial year/periods as required under the SEBI
ICDR Regulations, the SEBI Listing Regulations and any other applicable laws or regulations, specifying the purposes for
which the Net Proceeds have been utilised. Our Company will also, in its balance sheet for the applicable financial year,
provide details, if any, in relation to all such Net Proceeds that have not been utilised, if any, of such currently unutilized
Net Proceeds.
The reports of the monitoring agency on the utilization of the Net Proceeds shall indicate the deployment of the Net
Proceeds under the following heads:
1. Funding of the working capital requirement of our Company
2. General corporate purposes.
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 the Draft Red Herring Prospectus and place it before the Audit
Committee and make other disclosures as may be required until such time as the Net Proceeds remain unutilized. Such
disclosure shall be made only until such time that all the Net Proceeds have been utilized in full. The statutory auditor of
our Company will also provide report/ certificate on the utilization of the Net Proceeds to the monitoring agency.
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 utilization of the proceeds of the
Fresh Issue from the Objects; and (ii) details of category wise variations in the actual utilization of the proceeds of the
Fresh Issue from the objects of the Fresh 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 directors’ report, after placing the same before the Audit Committee.
INTERIM USE OF FUNDS
Pending utilization of the Net Proceeds for the purposes described above, our Company will deposit the Net Proceeds only
with scheduled commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended,
as may be approved by our Board. In accordance with Section 27 of the Companies Act, 2013, our company confirms that
it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any
investment in the equity markets or investing in any real estate product or real estate linked products.
VARIATION IN OBJECTS
In accordance with Sections 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary the
Objects without our Company being authorized to do so by the Shareholders by way of a special resolution through a 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

86
the jurisdiction where our Registered Office is situated. Our Promoters or controlling Shareholders will be required to
provide an exit opportunity to such shareholder who do not agree to the above stated proposal, at a price as may be
prescribed by SEBI, in this regard.
OTHER CONFIRMATIONS / PAYMENT TO PROMOTERS AND PROMOTER’S GROUP FROM THE IPO
PROCEEDS
There is no proposal whereby any portion of the Net Proceeds will be paid to Our Promoters, Promoter Group, Directors
and Key Managerial Personnel, Group Companies, except in the ordinary course of business. Further, there are no existing
or anticipated transactions in relation to the utilisation of the Net Proceeds entered into or to be entered into by our Company
with Our Promoters, Promoter Group, Directors Group Companies, and/or Key Managerial Personnel.

87
 BASIS FOR ISSUE PRICE
Investors should read the following summary with the section titled “Risk Factors”, the details about our Company under
the chapter titled "Business Overview" and its financial statements under the chapter titled "Financial Information of
our Company" beginning on page 138 and 215 respectively of the Draft Red Herring Prospectus. The trading price of the
Equity Shares of Our Company could decline due to these risks and the investor may lose all or part of his investment.
Price Band/Issue Price shall be determined by our Company in consultation with the Book Running Lead Manager on the
basis of the assessment of market demand for the Equity Shares through the Book Building Process and on the basis of the
qualitative and quantitative factors as described in this section. The face value of the Equity Shares is Rs. 10/- each and the
Issue Price is [●] times of the face value at the lower end of the Price Band and [●] times of the face value at the upper end
of the Price Band.
For the purpose of making an informed investment decision, the investors should also refer “Risk Factors”, “Business
Overview” and “Restated Financial Statements” beginning on Page no 25, 138 and 215. and respectively of this Draft
Red Herring Prospectus.
Qualitative Factors
Some of the qualitative factors which form the basis for computing the Issue Price are:
➢ Experienced Promoters and Senior Management Team.
➢ Technologically Advanced and Integrated Warehouse Management System (WMS)
➢ Expertise in Apparel Reverse Logistics (Returns Management)
➢ Quality Control and Inspection
For further details, please refer chapters titled “Risk Factors” and “Business Overview” beginning on Page Nos. 25 and
138 respectively.
Quantitative Factors
The information presented in this section for the financial year ended March 31, 2025, 2024, 2023 and period ended June
30, 2025 is derived from our Restated Financial Statements. For more details on financial information, investors please
refer the chapter titled “Restated Financial Statements” beginning on Page No. 215 of this Draft Red Herring Prospectus.
Investors should evaluate our Company taking into consideration its earnings and based on its growth strategy. Some of
the quantitative factors which may form the basis for computing the price are as follows:
1. Basic and Diluted Earnings per Share (EPS), (Face Value of ₹ 10/- each)
(Post effect of Bonus or split of shares)

Basic & diluted

Particulars
EPS (in₹) Weights
Financial year ending on March 31, 2025 (Standalone) 13.70 3
Financial year ending on March 31, 2024 (Consolidated) 4.12 2
Financial year ending on March 31, 2023 (Consolidated) 4.83 1
Weighted Average (of above three financial years) 9.03
Three months period ended June 30, 2025*(Standalone) 6.55
* Not Annualised
Note:
i. Basic EPS: Net Profit after tax as restated divided by weighted average number of Equity Shares outstanding at the end
of the period/ year.
ii. Diluted EPS: Net Profit after tax as restated divided by weighted average number of Equity Shares outstanding at the
end of the period/year for diluted EPS.
iii. Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the
year/period adjusted by the number of Equity Shares issued during the year/period multiplied by the time weighting factor.
The time weighting factor is the number of days for which the specific shares are outstanding as a proportion of the total
number of days during the year/period.

88
iv. The above statement should be read with significant accounting policies and notes on Restated Financial Statements as
appearing in the Financial Statements.
v. The EPS has been calculated in accordance with AS 20 Earnings Per Share {EPS) issued by Institute of Chartered
Accountants of India.
2. Price Earning (P/E) Ratio in relation to the Price Band of Rs. [●] to Rs. [●] per Equity Share of Face Value
of Rs. 10/- each fully paid up -
(P/E) Ratio at the (P/E) Ratio at the
Particulars Floor Price (number of Cap Price
times) (number of times)
a) Based on basic & diluted EPS, as restated for the financial year [●]* [●]*
ended March 31, 2025
b) Based on weighted average EPS, as restated [●]* [●]*
*To be computed after finalisation of the Price Band.
3. Industry Peer Group P/E ratio
Particulars Industry P/E
Highest* -
Lowest* -
Average* -
*There is only 1 listed peer having negative EPS.
4. Return on Net Worth (RoNW):

Particulars RoNW(%) Weight

Financial Year ending on March 31, 2025 (Standalone) 48.02% 3
Financial year ending on March 31, 2024 (Consolidated) 27.78% 2
Financial year ending on March 31, 2023 (Consolidated) 45.12% 1
Weighted Average (of above three financial years) 40.79%
Three months period ended June 30, 2025*(Standalone) 18.68%
Note:
a) RoNW is calculated as net profit after taxation and minority interest attributable to the equity shareholders of the
Company divided by shareholders' funds for that year. Shareholders' funds = Share capital + reserves & surplus -
revaluation reserves
b) Networth is computed as the sum of the aggregate of paid-up equity share capital, all reserves created out of the
profits, securities premium account received in respect of equity shares and debit or credit balance of profit and loss
account.
c) Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. (RoNW x Weight)
for each year/Total of weights.
5. Net Asset Value (NAV) per Equity Share
(Post effect of Bonus or split of shares)
Particulars NAV per Share (₹)
As on March 31, 2023 (Consolidated) 10.71
As on March 31, 2024 (Consolidated) 14.83
As on March 31, 2025 (Standalone) 28.54
As on June 30, 2025 (Standalone) 35.09
Net Asset Value per Equity Share after the Issue [●]
Issue price per equity shares [●]
Note:

89
a) NAV (book value per share) = Total shareholders' funds divided by number of shares outstanding at the end of the
year.
b) The figures disclosed above are based on the Restated Financial Statements of the company.
c) Net worth is computed as the sum of the aggregate of paid-up equity share capital, all reserves created out of the
profits, securities premium account received in respect of equity shares and debit or credit balance of profit and loss
account.
d) Issue Price per Equity Share will be determined by our company in consultation with the BRLM.
6. Comparison of Accounting Ratios with Industry Peers
The following peer group has been determined on the basis of companies listed on Indian stock exchanges, whose business
profile is comparable to our businesses:
Total
Face NAV Income
P/E RoNW
Name of the Company CMP EPS (₹) Value Per
Ratio (%) (₹ in
(₹) Share
Lakhs)
Peer Group Financial Year March 31, 2025
Bang overseas Limited (Consolidated) 59.28 (1.60) 10 NA (2.54%) 64.23 19100.17
Our Company(Standalone) ** [●] 13.70 10 [●] 48.02% 28.54 8,551.29
1. Closing market price as on October 12, 2025 of Bang overseas Limited is considered as CMP
2. Basic and Diluted EPS refers to the Basic and Diluted EPS sourced from the annual report for FY 2024-25 of the
listed peer companies
3. P/E ratio cannot be calculated as EPS of the peer company is negative
4. Return on Net Worth (%) for listed industry peers has been computed based on the Net Profit After Tax for the year
ended March 31, 2025 divided by Total Equity as on March 31, 2025
5. NAV per share for listed peers is computed as the Total Equity as on March 31, 2025 divided by the outstanding
number of equity shares as on March 31, 2025.
6. The Profit figures for the calculation of EPS & RoNW and Total revenue of our Company have been derived from
the Restated Financial Statements.
**The details shall be provided post the fixing of the price band by our Company at the stage of the Draft Red Herring
Prospectus or the filing of the price band advertisement.
7. Key Performance Indicators
The KPIs disclosed below have been used historically by our Company to understand and analyze the business
performance, which in result, help us in analyzing the growth of our company.
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated October 15, 2025 and the
members of the Audit Committee have verified the details of all KPIs pertaining to our Company. Further, the members of
the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been disclosed to any
investors at any point of time during the three years period prior to the date of filing of the Draft Red Herring Prospectus.
Further, the KPIs herein have been certified by Statutory and Peer Review Auditor Keyur shah & Associates Chartered
Accountants, by their certificate dated October 16, 2025.
The KPIs of our Company have been disclosed in the chapter titled “Business Overview” and “Management’s Discussion
and Analysis of Financial Position and Results of Operations” beginning on page 138 and 269, respectively. We have
described and defined the KPIs as applicable in “Definitions and Abbreviations” beginning on page 1. Our Company
confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at once in a year (or any
lesser period as determined by the Board of our Company), for a duration of one year after the date of listing of the Equity
Shares on the Stock Exchange or till the complete utilization of the proceeds of the Fresh Issue as per the disclosure made
in the Objects of the Issue, whichever is later or for such other duration as may be required under the SEBI ICDR
Regulations. Further, the ongoing KPIs will continue to be certified by a member of an expert body as required under the

90
SEBI ICDR Regulations.
(Amount in Lakhs, except EPS, % and ratios)
Fractal Industries Limited
For the For the For the year For the year
Period year ended ended ended
ended June March 31, March 31, March 31,
Particulars 30, 2025 2025 2024 2023

Standalone Standalone Consolidated Consolidated

Revenue from Operations (1) 2,415.49 8,544.87 4,994.40 8,891.11

Growth in Revenue from Operations (%) - 71.09% (43.83%) (4.20%)
Total Income (2) 2,417.44 8,551.29 5,000.85 8,891.11
EBITDA (3) 503.52 1,114.81 405.23 413.12
EBITDA Margin (%) (4) 20.83% 13.04% 8.10% 4.65%
Net Profit for the Year/Period (5) 360.50 753.76 226.68 265.83
PAT Margin (%) (6) 14.92% 8.82% 4.54% 2.99%
Return on Equity (%) (7) 20.60% 63.20% 32.27% 58.18%
Return on Capital Employed (%) (8) 11.28% 25.07% 12.33% 19.14%
Debt-Equity ratio (9) 1.28 1.76 2.68 2.38
Note:
1. Revenue from Operations: This represents the income generated by the Company from its core operating operation.
This gives information regarding the scale of operations.
2. Total income includes revenue from operations and other income.
3. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by
obtaining the profit before tax for the year and adding back interest cost, depreciation, and amortization expense.
4. EBITDA margin is calculated as EBITDA as a percentage of Total Income.
5. Profit for the year/period represents the restated profits of the Company after deducting all expenses.
6. PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue from Operations.
7. Return on Equity is calculated as Profit after tax, as restated, attributable to the owners of the Company for the year/
period divided by average equity. Average equity is calculated as average of opening and closing balance of total
equity (Shareholders’ funds) for the year/ period.
8. Return on capital employed calculated as Earnings before interest and taxes divided by capital employed as at the end
of respective period/year. (Capital employed calculated as the aggregate value of tangible net worth, total debt and
deferred tax liability)
9. Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term
borrowings. Total equity is the sum of share capital and reserves & surplus.
Explanation for the Key Performance Indicators:
KPIs Explanations
Revenue from Revenue from Operations is used by our management to track the revenue profile of our business
Operations and in turn helps assess the overall financial performance of our Company and size of our business.
Total Income Total Income is used by our management to obtain a comprehensive view of all income including
revenue from operations and other income
EBITDA EBITDA provides information regarding the operational efficiency of our business
EBITDA EBITDA Margin is an indicator of the operational profitability and financial performance of our
Margin business.

91
 Net Profit for Net Profit for the year/period provides information regarding the overall profitability of our business
the Year /
Period
Restated Profit Restated profit for the period / year Margin is the ratio of Restated profit for the period / year to the
for the Period total revenue of the Company. It provides information regarding the profitability of the business of
/Year Margin our Company as well as to compare against the historical performance of our business.
Return on Return on Equity provides how efficiently our Company generates profits from shareholders’ funds.
Equity (in %)
Return on Return on Capital Employed provides how efficiently our Company generates earnings from the
Capital capital employed in our business.
Employed (in
%)
Debt-Equity Debt- equity ratio is a gearing ratio which compares shareholder’s equity to company debt to assess
Ratio (in times) our company’s amount of leverage and financial stability.
Set forth the description of historic use of the KPIs by our Company to analyse, track or monitor the operational
and/or financial performance of our Company.
For evaluation our business, we consider that the KPIs, as presented above, as additional measures to review and assess
our financial and operating performance. These KPIs have limitations as analytical tools and presentation of these KPIs
should not be considered in isolation or as a substitute for the Restated Financial Information.
Further, these KPIs may differ from the similar information used by other companies, including peer companies, and hence
their comparability may be limited. Although these KPIs are not a measure of performance calculated in accordance with
applicable accounting standards, our Company’s management believes that it provides an additional tool for investors to
use our operating results and trends and in comparing our financial results with other companies in our industry as it
provides consistency and comparability with past financial performance.
Comparison of our key performance indicators with listed industry peers for the Financial Years/ periods included
in the Restated Financial Information:
(Amount in Lakhs, except EPS, % and ratios)
Bang overseas Limited Fractal Industries Limited

For the For the

For the year For the year For the year For the year For the year
Period year
ended ended ended ended ended
Particular ended ended
March 31, March 31, March 31, March 31, March 31,
s June 30, March 31,
2025 2024 2023 2024 2023
2025 2025

Consolidate Consolidate Consolidate Standalon Standalon Consolidate Consolidate

d d d e e d d
Revenue
from
18,883.13 13,371.80 11,753.29 2,415.49 8,544.87 4,994.40 8,891.11
Operations
(1)

Growth in
Revenue
from 41.22% 13.77% 40.75% N.A 71.09% (43.83%) (4.20%)
Operations
(%)
Total
19,100.17 13,666.51 11,970.64 2,417.44 8,551.29 5,000.85 8,891.11
Income (2)
EBITDA
(3) (141.02) (580.86) 572.49 503.52 1,114.81 405.23 413.12
EBITDA
Margin (0.54%) (4.25%) 4.78% 20.83% 13.04% 8.10% 4.65%
(%) (4)

92
 Net Profit
for the
(221.35) (837.87) 117.44 360.50 753.76 226.68 265.83
Year/Perio
d (5)
PAT
Margin (1.17%) (6.27%) 1.00% 14.92% 8.82% 4.54% 2.99%
(%) (6)
Return on
Equity (%) (2.51%) (8.96%) 1.21% 20.60% 63.20% 32.27% 58.18%
(7)

Return on
Capital
(2.02%) (5.97%) 3.64% 11.28% 25.07% 12.33% 19.14%
Employed
(%) (8)
Debt-
Equity 0.30 0.30 0.34 1.28 1.76 2.68 2.38
ratio (9)
Note:
1. Revenue from Operations: This represents the income generated by the Company from its core operating operation.
This gives information regarding the scale of operations.
2. Total income includes revenue from operations and other income.
3. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by
obtaining the profit before tax for the year and adding back interest cost, depreciation, and amortization expense.
4. EBITDA margin is calculated as EBITDA as a percentage of Total Income.
5. Profit for the year/period represents the restated profits of the Company after deducting all expenses.
6. PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue from Operations.
7. Return on Equity is calculated as Profit after tax, as restated, attributable to the owners of the Company for the year/
period divided by average equity. Average equity is calculated as average of opening and closing balance of total
equity (Shareholders’ funds) for the year/ period.
8. Return on capital employed calculated as Earnings before interest and taxes divided by capital employed as at the end
of respective period/year. (Capital employed calculated as the aggregate value of tangible net worth, total debt and
deferred tax liability)
9. Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term
borrowings. Total equity is the sum of share capital and reserves & surplus.
8. Weighted Average Cost of Acquisition (WACA), Floor Price and Cap Price
a) Price per share of the Company (as adjusted for corporate actions, including split, bonus issuances) based on
primary issuances of Equity Shares or convertible securities (excluding Equity Shares issued under the ESOP Plans
and issuance of Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of this Draft
Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital
of the Company in a single transaction or multiple transactions combined together over a span of rolling 30 days
(“Primary Issuances”)
The Company has not issued any Equity Shares or convertible securities, during the 18 months preceding the date of
this Draft Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share
capital of our Company (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 30
days.
b) Price per share of the Company (as adjusted for corporate actions, including bonus issuances) based on secondary
sale or acquisition of equity shares or convertible securities (excluding gifts) or Promoters or members of the
Promoter Group or other shareholders with rights to nominate directors during the 18 months preceding the date
of filing of the Draft Red Herring Prospectus, where the acquisition or sale is equal to or more than 5% of the fully

93
 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 30 days (“Secondary Transactions”)
There have been no secondary sale / acquisitions of Equity Shares, where the promoters, members of the promoter
group or shareholder(s) having the right to nominate director(s) in the board of directors of the Company are a party to
the transaction (excluding gifts), during the 18 months preceding the date of this Draft Red Herring Prospectus, where
either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of the Company (calculated
based on the pre-issue capital before such transaction/s and excluding employee stock options granted but not vested),
in a single transaction or multiple transactions combined together over a span of rolling 30 days.
c) Price per share based on the last five primary or secondary transactions
Since there have been no primary or secondary transactions of equity shares of our Company during the past 18
months, clauses (a) and (b) shall not be applicable. Therefore, reporting under Clause (c) is applicable. Accordingly,
the last five primary or secondary transactions (i.e., secondary transactions where promoters, promoter group entities,
or shareholders selling shares through an offer for sale in the IPO, or shareholders having the right to nominate
director(s) to the Board of the Issuer Company, are parties to the transaction), not older than three years prior to the
date of filing of the DRHP/RHP, are to be reported, irrespective of the size of the transactions.

Adjus
ted no
Face Total Nature of of
Date of No. of Equity value Issue Consideration considera Nature of
Equit
transaction Shares Price (₹) Allotment
tion y
Share
*
(₹) (₹) in lakhs

Private
01-07-2025 7,297 10 1530 111.64 Cash 80267
Placement

Transfer to
Tanisha
21-02-2025 2,500 10 300 7.5 Cash 27500
Shivkumar
Mittal
Transfer to
Santosh
21-02-2025 2,500 10 300 7.5 Cash 27500
Shivkumar
Mittal
Transfer to
21-02-2025 2,150 10 300 6.45 Cash 23650 Shivkumar
Mittal

Transfer to
21-02-2025 1 10 300 0.003 Cash 11
Pratik Agarwal

Transfer to
21-02-2025 1 10 300 0.003 Cash 11
Vikas Tekriwal

15893
Total 7,152 133.096
9
Weighted Average cost of acquisition per share (₹ per Equity Share) 83.74
*Note : The Company has made Bonus issue of shares at the ratio of 10 shares for every 1 share in the meeting of board
of directors held on August 20, 2025 and the effect of same has been given.

94
d) Weighted average cost of acquisition, floor price and cap price:

Weighted average
Types of transactions cost of acquisition (₹ Floor Price Cap Price
per Equity Share)

Weighted average cost of acquisition for N.A. [●] [●]

last 18 months for primary / new issue of
shares (equity / convertible securities),
excluding shares issued under an employee
stock option plan/employee stock option
scheme/ Stock Appreciation Right Scheme
and issuance of bonus shares, during the
18 months preceding the date of filing of
this Draft Red Herring Prospectus, 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/ Stock Appreciation Right
Scheme), in a single transaction or
multiple transactions combined together
over a span of rolling 30 days.

Weighted average cost of acquisition for N.A. [●] [●]

last 18 months for secondary sale /
acquisition of shares equity / convertible
securities), where promoter / promoter
group entities or Selling Shareholder 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 filing of this
Draft Red Herring Prospectus, where
either acquisition or sale is equal to or
more than 5% of the fully diluted paid-up
share capital of our Company (calculated
based on the pre-issue capital before such
transaction(s) and excluding employee
stock options granted but not vested), in a
single transaction or multiple transactions
combined together over a span of rolling
30 days.

Since there were no primary or secondary 83.74 [●] [●]

transactions of equity shares of our
Company during the 18 months preceding
the date of filing of this Draft Red Herring
Prospectus, which are equal to or more
than 5% of the fully diluted paid-up share
capital of our Company, the information
has been disclosed for price per share of
our Company based on the last five
secondary transactions where promoter
/promoter group entities or Selling
Shareholder or shareholder(s) having the
right to nominate director(s) on our Board,

95
 Weighted average
Types of transactions cost of acquisition (₹ Floor Price Cap Price
per Equity Share)
are a party to the transaction, not older
than three years prior to the date of filing
of this Draft Red Herring Prospectus
irrespective of the size of the transaction.

9. The Issue Price is [●] times of the Face Value of the Equity Shares.
The Company in consultation with the Book Running Lead Manager believes that the Issue price of ₹ [●] per share for the
Public Issue is justified in view of the above parameters. Investor should read the above-mentioned information along with
the section titled “Risk Factors”, “Restated Financial Statements”, “Management’s Discussion and Analysis of
Financial Position and Results of Operation” and the chapter titled “Business Overview” beginning on page 25, 215,
269 and 138 respectively, of this Draft Red Herring Prospectus along with the financials of our Company including
important profitability and return ratios, as set out in the chapter titled “Restated Financial Statements” beginning on
page 215 of this Draft Red Herring Prospectus. The Face Value of the Equity Shares is ₹ 10 per share and the Issue Price
is [●] times of the face value i.e. ₹ [●] per share
10. Explanation for Issue Price being [●] times of weighted average cost of acquisition of primary issuance price
and [●] times of weighted average cost of acquisition of secondary transaction price of Equity Shares (set out
in 8 (D) above) along with our Company’s key performance indicators and financial ratios.
[●]*
*To be included upon finalization of the Price Band
Post-filing of this Prospectus with the Registrar of Companies, our Company shall issue an advertisement regarding the
Offer program, as required under Regulation 43(1) of the SEBI ICDR Regulations, prior to the opening of the Offer.

96
 STATEMENT OF POSSIBLE TAX BENEFITS
To,
The Board of Directors,
Fractal Industries Limited
Gala 212, Bhullar Star Indl. Estate,
Andheri Kurla Rd, Andheri East,
Mumbai City, Mumbai,
Maharashtra, India, 400072
Dear sir,
SUB: - Statement of Special tax benefits (“The Statement”) available to Fractal Industries Limited (“the company”),
its shareholder prepared in accordance with the requirement in Point No. 9 (L) of Part A of Schedule VI to the
Securities Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations, 2018.
Re: Proposed initial public offering of upto 24,00,000 equity shares of face value of Rs. 10 each ("Equity Shares")
of Fractal Industries Limited ("Company") and such Issuing ("Issue")
1. We hereby confirm that the enclosed Annexure I, prepared by Fractal Industries Limited ('the Company'), which
provides the Special tax benefits under direct tax and indirect tax laws presently in force in India, including the Income-
tax Act, 1961, the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the
Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, (collectively
the “Taxation Laws”), the rules, regulations, circulars and notifications issued thereon, as applicable to assessment
year 2026-27 and relevant to the financial year 2025-26, available to the Company and its shareholders. Several of
these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant
provisions of the Taxation Laws. Therefore, the ability of the Company and or its shareholders to derive the tax benefits
is dependent upon their fulfilling such conditions which, based on business imperatives the Company faces in the
future, the Company or its shareholders may or may not choose to fulfil.
2. This statement of possible special tax benefits is required as per Schedule VI (Part A) (9)(L) of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (‘SEBI ICDR
Regulations’). While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, it is
assumed that with respect to special tax benefits available to the Company and its shareholders and the same would
include those benefits as enumerated in the statement. The benefits discussed in the enclosed statement cover the
possible special tax benefits available to the Company and its Shareholders and do not cover any general tax benefits
available to them. Any benefits under the Taxation Laws other than those specified in the statement are considered to
be general tax benefits and therefore not covered within the ambit of this statement. Further, any benefits available
under any other laws within or outside India, except for those specifically mentioned in the statement, have not been
examined and covered by this statement.
3. The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents stated is the
responsibility of the Company's management. We are informed that these Annexures are only intended to provide
information to the investors and are neither designed nor intended to be a substitute for professional tax advice. In
view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult
his or her own tax consultant with respect to the specific tax implications arising out of their participation in the
proposed initial public offering.
4. In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits available
under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-
resident has fiscal domicile.
5. 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;
ii. the conditions prescribed for availing the benefits have been met with; and
iii. the revenue authorities courts will concur with the views expressed herein.
6. The Content of the enclosed Annexures are based on information, explanations and representations obtained from the
company and on the basis of their understanding of the business activities and operations of the company.
7. No assurance is given that the revenue authorities/ Courts will concur with the view expressed herein. Our views are
based on existing provisions of law and its implementation, which are subject to change from time to time. We do not
assume any responsibility to updates the views consequent to such changes.

97
8. We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the extent of fees
relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional
misconduct. We will not be liable to any other person in respect of this statement.
9. This certificate is provided solely for the purpose of assisting the addressee Company in discharging its responsibility
under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 20I8
for inclusion in the Draft Red Herring Prospectus (DRHP) / Red Herring Prospectus (RHP) / Prospectus in connection
with the proposed Issue of equity shares and is not be used, referred to or distributed for any other purpose without our
written consent.
Yours faithfully,
M/s. Keyur Shah & Associates
Firm’s Registration No.: 333288W

SD/-
Keyur Shah
Partner
Membership No.: 153774
UDIN: 25153774BMIOTT4634
Date: 14th October 2025
Place: Ahmedabad

98
 ANNEXURE I TO THE STATEMENT OF TAX BENEFITS
The information provided below sets out the possible special tax benefits available to the Company and the Shareholders
under the Taxation Laws presently in force in India. It is not exhaustive or comprehensive and is not intended to be a
substitute for professional advice. Investors are advised to consult their own tax consultant with respect to the tax
implications of an investment in the Equity Shares particularly in view of the certain recently enacted legislation may not
have a direct legal precedent or may have a different interpretation on the benefits, which an investor can avail.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS
AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR
PARTICULAR SITUATION
A. SPECIAL TAX BENEFITS TO THE COMPANY
The Company is not entitled to any special tax benefits under the Taxation Laws.
B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER
The Shareholders of the Company are not entitled to any special tax benefits under the Taxation Laws.
Note:
1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where the
shares are held by joint holders.
2. This certificate may be relied on by the company, the Book Running Lead Manager and the Legal Counsel to the Issue.
We hereby consent to the extracts of this certificate being used in the Draft Red Herring Prospectus (DRHP) / Red
Herring Prospectus (RHP) / Prospectus of the company in connection with the Issue and/or in any other documents in
connection with the Issue and/or for submission to the Securities Exchange Board of India, relevant Stock Exchanges
and any other authority as may be required. We further consent to the extracts of this certificate being used for the
records to be maintained by the Book Running Lead Manager in connection with the Issue and in accordance with
applicable laws.
3. We undertake to inform you immediately, in writing of any changes, to the above information until the equity shares
commence trading on the relevant stock exchanges, pursuant to the Issue. In the absence of any such communication
from us, the above information should be considered as updated information until the equity shares commence trading
on the stock exchanges, pursuant to the Issue.

99
 SECTION VIII – ABOUT OUR COMPANY

INDUSTRY OVERVIEW
1. Global Macroeconomic Scenario
The global economy is projected to experience a moderate slowdown, with world output expected to grow by 3.0% in CY
2025, down from 3.3% in CY 2024, and marginally rising to 3.1% in CY 2026. This deceleration reflects a combination
of lingering trade tensions, policy uncertainties, and region-specific structural challenges.
Global inflation is expected to ease, with headline inflation forecast at 4.2% in CY 2025 and 3.6% in CY 2026, supported
by tighter monetary policies in advanced economies, improving labour market conditions, and the gradual resolution of
supply-side disruptions. Global trade growth is set to moderate to 2.6% in CY 2025 and further to 1.9% in CY 2026,
reflecting the impact of elevated trade barriers and geopolitical instability.
Advanced Economies are projected to slow, with GDP growth at 1.5% in CY 2025 and 1.6% in CY 2026. The United
States is expected to expand by 1.9% in CY 2025 and 2.0% in CY 2026, supported by resilient consumer spending despite
fiscal and trade pressures. The Euro Area faces subdued growth at 1.0% in CY 2025, with Germany at 0.1% and France at
0.6%, amid lingering trade disruptions and domestic challenges. Japan’s growth is forecast at 0.7% in CY 2025, reflecting
weak domestic demand, while the United Kingdom is projected to grow at 1.2%.
Emerging Markets and Developing Economies are expected to maintain moderate expansion, with GDP growth of 4.1%
in CY 2025 and 4.0% in CY 2026. China’s growth is projected at 4.8% in CY 2025, slightly higher than previously
expected, constrained by real estate sector weakness and soft consumer demand. India is projected to grow at 6.4% in CY
2025 and CY 2026, driven by robust rural consumption, infrastructure investment, favourable demographics, and
digitalisation. Other key economies, including Brazil (2.3%) and Russia (0.9%) in CY 2025, are expected to grow more
slowly amid structural and geopolitical challenges.
Global commodity prices are anticipated to remain volatile. Oil prices are projected to decline by 13.9% in CY 2025,
following a 1.8% decline in CY 2024, before recovering moderately in CY 2026. Non-fuel commodities are expected to
increase by 7.9% in CY 2025, driven by agricultural and industrial demand.
Overall, the global economic outlook indicates slowing growth, easing inflation, and continued uncertainty due to
geopolitical tensions and trade fragmentation. Nevertheless, India stands out as a relative growth leader among major
economies, supported by macroeconomic stability, demographic advantages, and continued investment-led expansion.
1.1 Global GDP Growth Scenario
The global economy began to recover from its lowest levels following the lifting of lockdowns in 2020 and 2021. The
pandemic-induced lockdown was a key factor that severely disrupted economic activities, leading to a recession in CY
2020, where global GDP contracted by -2.7%.
In CY 2021, supply chain disruptions significantly impacted both advanced economies and low-income developing
economies. The rapid spread of the Delta variant and the threat of new variants in mid-2021 further heightened uncertainty
in the global economic environment.
Global economic activity saw a sharper-than-expected slowdown in CY 2022. The highest inflation in decades, observed
in 2022, forced most central banks to tighten their monetary & fiscal policies. Russia’s invasion of Ukraine exacerbated
global food supply issues, further increasing the cost of living.
Despite initial resilience in early CY 2023, marked by a rebound from the pandemic and progress in curbing inflation from
the previous year's highs, the situation remained precarious. Economic activity continued to lag its pre-pandemic trajectory,
especially in emerging markets and developing economies, leading to widening regional disparities. Several factors
impeded recovery, including the lasting impacts of the pandemic, geopolitical tensions, tightening monetary policies to
combat inflation, reductions in fiscal support amid high debt levels, and extreme weather conditions. As a result, global
growth slowed from 3.6% in CY 2022 to 3.5% in CY 2023.
The global economy maintained moderate momentum in CY 2024, with real GDP growth estimated at 3.3%, supported by
easing inflationary pressures, recovering supply chains, and resilient consumer demand in some major economies.
Advanced economies, particularly the U.S., benefitted from strong labour markets and improved private consumption.
However, growth remained uneven across regions, with emerging markets facing tighter financial conditions and subdued
export demand. Inflation declined faster than anticipated in many regions, enabling some central banks to consider gradual
monetary easing by the end of the year.

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1.2 Historical GDP Growth Trends

8.0

7.0
6.6

6.0
6.0

4.7
4.3
4.1

4.1
4.0
3.6
3.5
3.3

3.1
4.0 3.0

2.9
GDP Growth (%)

1.8
1.7

1.6
1.5
2.0

0.0
Global Economy Advanced Economies Emerging and Developing
-2.0 Economies

-1.7
-2.7

-4.0
-4.0

-6.0
CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025F CY 2026F

F – Forecast, Source – IMF World Economic Outlook July 2025

Note: Advanced Economies and Emerging & Developing Economies are as per the classification of the World Economic
Outlook (WEO). This classification is not based on strict criteria, economic or otherwise, and it has evolved over time. It
comprises of 40 countries under the Advanced Economies including the G7 (the United States, Japan, Germany, France,
Italy, the United Kingdom, and Canada) and selected countries from the Euro Zone (Germany, Italy, France etc.). The
group of emerging market and developing economies (156) includes all those that are not classified as Advanced
Economies (India, China, Brazil, Malaysia etc.)
In the current scenario, global GDP growth is projected to decelerate to 3.0% in CY 2025, reflecting mounting economic
pressures across both advanced and emerging markets. This marks a significant slowdown driven by intensifying trade
fragmentation, the impact of new U.S. tariffs, and elevated geopolitical tensions. Structural weaknesses such as the ongoing
real estate crisis in China, minimal growth in the Eurozone, and tight financial conditions in major economies are expected
to weigh heavily on global output. Additionally, stress in housing and banking sectors, coupled with subdued industrial
activity, is contributing to a muted growth outlook. On the inflation front, the IMF projects global headline inflation to
decline to 4.2% in CY 2025, continuing a disinflationary trend as energy prices stabilize and supply-side disruptions ease.
The softening of labour markets—reflected in lower job vacancy rates and modest increases in unemployment—is also
expected to help reduce core inflation. This provides room for some central banks to initiate cautious interest rate cuts,
although the broader economic outlook remains uncertain due to persistent global risks.
1.3 GDP Growth Across Major Regions
GDP growth across major global regions—including Europe, Latin America & the Caribbean, Middle East & Central Asia,
and Sub-Saharan Africa—continues to display varied trajectories. While some regions are stabilizing post-pandemic, others
remain challenged by structural and cyclical issues. The global outlook presents a mixed scenario, with emerging
economies continuing to outperform advanced economies.

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 Historic GDP Growth Across Major Regions

10.0 7.8

7.4
7.1
8.0 6.1

5.5
5.3
5.1
4.7

4.7

4.7
6.0

4.4

4.3
4.2

4.1

4.0
4.0
3.6

3.6
3.5
3.4

3.4
GDP Percentage

4.0

2.4
2.4

2.4

2.4
2.2

2.2

2.2
1.8
0.5
2.0

-2.2
-1.8

-1.5
-6.9
-0.5

0.0
-2.0 Emerging and Emerging and Latin America and Middle East and Sub-Saharan
Developing Asia Developing Europe the Carribean Central Asia Africa
-4.0
-6.0
-8.0

2020 2021 2022 2023 2024 2025F 2026F

Source-IMF World Economic Outlook July 2025 update.

In Emerging and Developing Asia, growth is projected to moderate from 5.3% in CY 2024 to 5.1% in CY 2025, before
slightly declining to 4.7% in CY 2026. India is expected to grow at 6.4% in CY 2025, supported by resilient rural
consumption and sustained infrastructure investments, though lower than 6.5% growth recorded in CY 2024. In contrast,
China's growth is likely to decelerate to 4.8% in CY 2025, amid persistent real estate concerns and weak domestic demand.
Sub-Saharan Africa is projected to grow at 4.0% in CY 2025, maintaining the same pace as CY 2024, with growth expected
to accelerate slightly to 4.3% in CY 2026. This gradual improvement is being supported by better weather conditions and
more efficient supply chain operations.
In the Middle East and Central Asia, the economy is forecasted to expand at 3.4% in CY 2025, up from 2.4% in CY 2024,
and further strengthen to 3.5% in CY 2026, driven by stabilization in oil production and ongoing economic reforms.
For Latin America and the Caribbean, modest growth of 2.2% is forecast for CY 2025, slightly below 2.4% in CY 2024,
with expectations of a rebound to 2.4% in CY 2026, helped by stronger macroeconomic management across key economies.
Emerging and Developing Europe remains subdued, with growth estimated at 1.8% in CY 2025, down from 3.5% in CY
2024, expected to rise modestly to 2.2% in CY 2026. The region continues to face structural manufacturing challenges,
particularly in major economies like Germany.
Overall, while global growth is expected to remain steady at 3.0% in CY 2025, regional disparities persist, influenced by
a combination of domestic challenges, external geopolitical tensions, and fluctuating commodity prices.
1.4 Global Economic Outlook
At the midpoint of the year, so far in 2025, the global economy continues to exhibit mixed performance, with divergence
in outcomes across regions due to differences in economic growth, inflation dynamics, and policy responses. The global
GDP growth is projected at 3.0% in CY 2025, marking a deceleration from an estimated 3.3% in CY 2024. While short-
term prospects have improved due to eased financial conditions and fiscal expansion in some regions, the broader
environment remains challenging. Structural headwinds, such as tighter credit conditions, supply-side bottlenecks, and
lingering geopolitical risks, are keeping global growth below historical averages.
The United States has continued to outperform other advanced economies, with growth projected at 1.9% in CY 2025,
significantly down from 2.8% in CY 2024, as the economy absorbs the lagged effects of previous monetary tightening and
persistent inflation. In contrast, the Euro Area is expected to accelerate slightly to 1.0% in CY 2025, up from an estimated
0.9% in CY 2024. This modest acceleration is supported by the European Central Bank’s initial interest rate cuts and
stronger domestic demand. However, countries like Germany are still struggling, with its GDP forecast at 0.1% in 2025,
while others like Spain have benefited from robust tourism.
In China, growth is expected to slow to 4.8% for CY 2025, down from 5.0% in CY 2024, despite being supported by
targeted stimulus and a gradual recovery in the real estate sector. India remains one of the strongest performers globally,
with GDP growth forecasted at 6.4% in 2025, a minor moderation from 6.5% in 2024. This resilience is supported by

102
robust consumption, capital investment, and favourable demographics.
In Latin America and the Caribbean, the regional outlook is expected to strengthen, with GDP growth forecast at 2.2% in
CY 2025, an increase from 2.0% in CY 2024. Meanwhile, Sub-Saharan Africa’s growth is expected to hold steady at 4.0%
in CY 2025, unchanged from CY 2024. The Middle East and Central Asia region is seeing strengthened prospects, with
growth revised sharply up to 3.4% in CY 2025 from 2.4% in CY 2024.
Globally, industrial production has remained sluggish, constrained by high interest rates and lingering supply chain
disruptions. However, a mild recovery is anticipated in the second half of the year as global trade stabilizes. Global headline
inflation is projected to decline to 4.2% in 2025. Disinflation has progressed slower than expected, particularly in services
and wage-heavy sectors, making monetary easing cautious and data-dependent.
Overall, the global economy appears to be stabilizing, but growth in CY 2025 is trending below the previous year’s pace.
Advanced economies continue to grow modestly under the weight of tight policies and weak external demand, while
emerging markets, particularly in Asia, show stronger but slowing momentum. The outlook for the remainder of 2025
depends significantly on geopolitical developments, the trajectory of inflation, and the pace of monetary easing.
2. India’s Macroeconomic Scenario
2.1 Gross Domestic Product (GDP)
India Expected to Grow at Twice the Pace of Global Economic Growth
The global economy continues to face persistent challenges, including the lingering effects of the COVID-19 pandemic,
heightened geopolitical tensions, and climate-related disruptions that have affected energy and food supply chains. Global
real GDP growth is projected at 3.0% in CY 2025, indicating a moderation in global momentum. In contrast, India's real
GDP is projected to grow at 6.4% in CY 2025, continuing its trend of significantly outpacing global averages and
reaffirming its position as the fastest-growing major economy. This implies that India is expected to grow at more than
twice the pace of global GDP, supported by strong domestic demand, structural reforms, and increased infrastructure
investment. India’s resilience among the G20 economies further strengthens its role as a key driver of global economic
growth in the coming years.
Global and India Growth Outlook Projections (Real GDP growth)

Expected GDP Growth Rate - 2025 (P)

8.0%
6.0%
4.0%
6.4%
2.0% 3.0%
0.0%
World India

World India

Notes: P-Projection; Source: IMF – World Economic Outlook, July 2025

India’s Economic Growth Momentum Remains Strong - Surpassed USD 4 Trillion.
In FY 2024-25, India was the fifth-largest economy globally, with an estimated real Gross Domestic Product (GDP) at
constant prices of INR 187.97 lakh crore, against the First Revised Estimates (FRE) of GDP for the year 2023-24 of INR
176.51 lakh crore registering a GDP growth rate of 6.5% as compared to 9.2% in FY 2023-24. Since FY 2005, India’s
GDP growth has consistently outpaced global economic growth, often growing at nearly twice the global average, and this
trend is expected to continue over the medium term.
Source: PIB, Provisional estimates of GDP 2024-25 released on May 30th, 2025
In June 2025, India became the fourth-largest economy in the world and retained its position as the fastest-growing major
economy. The country is projected to become the world’s third largest economy by 2030, with an estimated GDP of USD
7.3 trillion.
Source: PIB, Press Release - India Becoming an Economic Powerhouse posted on June 16, 2025

103
GDP Growth Rate Projections for India
GDP growth projections by Government of India and other agencies are summarised below:
Estimated GDP Growth Rate
FY 25E FY 26E FY 27E
Ministry of Finance, GOI 6.4% 6.3%-6.8% N.A.
IMF* 6.4% 6.4% N.A.
RBI# 6.6% 6.5% N.A.
National Statistical Office (NSO)@ 6.4% N.A. N.A.
PHDCCI@ 6.5% 6.7% 6.7%
S&P Global@ 6.8% 6.5% 6.8%
Morgan Stanley@ 6.3% 6.5% 6.5%
Asian Development Bank# 6.5% 6.7% N.A.
Moody’s Agency 6.1% N.A. N.A.
Fitch Ratings@ 6.3% 6.5% 6.3%
* Source: World Economic Outlook Update July 2025
@ Data is updated as of 28th March 2025, #updated as of 10th April 2025

India and Top 5 Global Economies GDP Growth Forecast

10.0
9.2
8.0
7.6
6.5 6.4 6.4
GDP Growth (%)

6.0
5.4
5.0 4.8
4.0 4.2
3.6 3.5 3.3
3.1 2.9 2.8 3.0 3.1
2.5
2.0 1.9 2.0
1.4 1.4
0.9 0.7 0.9
0.2 0.5
0.0 -0.3 -0.2 0.1
FY 22 FY 23 FY 24 FY 25 (P) FY 26 (P)
-2.0
India China Germany Japan USA World

Note: P = Projections, Source: IMF World Economic Outlook July 2025 update.
In September 2024, India achieved a significant milestone by overtaking Japan to become the third most powerful nation
in the Asia-Pacific region, as per the Asia Power Index 2024. India's overall score rose to 39.1, reflecting a 2.8-point
increase from the previous year, driven by growing influence across economic, military, and diplomatic dimensions.
Key factors behind India’s rise include its strong economic performance, expanding and youthful workforce, and increasing
strategic engagement across the region. India’s Economic Capability improved significantly, supported by its position as
the world’s third-largest economy in terms of purchasing power parity (PPP). Additionally, a notable increase in its Future
Resources score highlights the demographic advantage that is expected to sustain its growth trajectory in the coming years.
2.2 Gross Value Added (GVA)
Gross Value Added (GVA) is the measure of the value of goods and services produced in an economy. GVA gives a picture
of the supply side whereas GDP represents consumption.
Sectoral Growth (Y-o-Y % Growth) - at Constant Prices

104
 Sector-wise growth in GVA at constant (2011-
FY 2024 (FRE) FY 2025 (PE)
12) prices (in %)
Primary 2.7 4.4
Secondary 11.4 6.1
Tertiary 9.0 7.2
Note: FRE – Final Revised Estimates, PE- Provisional Estimates, Source: PIB, Provisional estimates of GDP 2024-25
released on May 30th, 2025
Industry and Services sector leading the recovery charge
• India's economy demonstrated robust growth across various sectors. The gap between GDP and GVA growth
turned positive. The positive gap between GDP and GVA growth indicates robust tax collections contributing to
GDP growth.
• India’s sector-wise economic performance in FY 2024–25 reveals a shift in momentum across its primary,
secondary, and tertiary sectors, with notable differences compared to the previous fiscal year.
• The Primary Sector—comprising agriculture, livestock, forestry, fishing, and mining & quarrying—registered a
growth of 4.4% in FY25, showing a notable improvement from the 2.7% growth in FY24. This uptick can be
attributed to stronger performance in agriculture and allied activities, along with moderate gains in mining and
quarrying. However, erratic monsoon patterns and rising input costs may have constrained agricultural output
during the year.
• In contrast, the Secondary Sector—which includes manufacturing, electricity, gas, water supply & other utilities,
and construction—recorded a solid growth of 6.1% in FY25, though lower than the impressive 11.4% growth
seen in the previous year. This resilient performance was primarily driven by a notable recovery in manufacturing
and robust momentum in infrastructure-related segments like construction and utilities.
• The Tertiary Sector or services sector posted 7.2% growth in FY25, slightly lower than the 9.0% achieved in
FY24, yet it remained a major pillar of overall economic growth. Strong performances were observed in trade,
hotels, transport, financial services, real estate, and professional services. However, public administration and
defence services saw more modest growth, slightly dampening the overall momentum in this segment.
• Overall, growth in India’s real Gross Value Added (GVA) in FY25 was primarily driven by the resurgence of the
secondary sector and sustained strength in key segments of the services sector, even as the primary sector showed
signs of moderation.
2.3 Consumer Price Index (CPI)
Inflation Stable Inflationary Environment
In fiscal year 2025 (FY25), India’s General Index inflation, as measured by the Consumer Price Index (CPI), averaged
4.6%, marking the lowest annual inflation rate since 2018–19. This moderation in inflation reflects a significant
improvement in the country’s price stability post-COVID. In March 2025, CPI Inflation stood at 3.34%, the lowest monthly
rate since August 2019, indicating sustained disinflationary momentum in recent months.
Source: - RBI, Annual Report-Inflation, Money and Credit Dated May 29 th, 2025
Several key factors contributed to this decline in inflation:
The Reserve Bank of India (RBI) pursued a pro-growth monetary policy, aiming to strike a balance between supporting
economic recovery and containing inflation. In parallel, the government actively intervened in food markets, particularly
by augmenting buffer stocks of essential commodities and releasing them strategically to stabilize prices. These coordinated
efforts helped ease supply-side pressures, especially on food inflation.
Looking ahead, projected CPI inflation for FY26 to average around 4%, signalling continued focus on maintaining price
stability. In support of this trajectory, the RBI recently announced a cut in the repo rate, which is expected to result in a
more accommodative monetary policy stance in the coming months. This environment of low inflation and easing interest
rates may provide a favourable backdrop for economic expansion in the near term.

105
India’s CPI Inflation Monthly

Source: MOSPI
2.4 India Per Capita GDP Forecast
Per capita GDP growth for India is estimated at 9.19 % CAGR between CY2025-CY2030. Increased individual incomes
are expected to create additional discretionary spending, which may be beneficial for the sector.

GDP Per Capita, Current Prices

10
9 9.19

8 8.05
7
US $ in Thousands

6 6.275 6.273

5 4.5
4
2.71 2.88
3 2.55
2
1
0
CY 23 CY 24 CY 25 (E) CY 30 (P)

GDP per capita, current prices Growth Rate (%)

Note: E = Estimated, P = Projected

Source: IMF Data Mapper, World Economic Outlook July 2025, India, GDP Per Capita
2.5 Private Final Consumption Expenditure (PFCE)
Private Final Consumption Expenditure (PFCE) represents the total spending by resident households on final consumption
of goods and services, serving as a key indicator of consumer demand and overall economic well-being. It reflects the
extent of household consumption and plays a crucial role in driving GDP growth. In FY2025, PFCE at constant prices rose
to 56.5% of GDP, up from 56.1% in FY2024, indicating a gradual improvement in household spending patterns. This
increase suggests stronger consumer confidence, supported by factors such as easing inflation, improving income levels,

106
and a favourable consumption environment.
Source: PIB, Provisional estimates of GDP 2024-25 released on May 30th, 2025
2.6 IIP Growth – Index of Industrial Production
As per the Index of Industrial Production (IIP), the industrial sector grew by 4.0% in FY 2025, moderating from 5.9% in
FY 2024 and 5.2% in FY 2023. This deceleration in overall IIP growth in FY 2025 reflects a softening of industrial
momentum amidst global headwinds and tighter financial conditions.
Among key components:
• Manufacturing (which holds a 77.6% weight in IIP) registered a slower growth of 3.9% in FY 2025, compared to
5.5% in FY 2024 and 4.7% in FY 2023.

• Mining growth also moderated sharply to 2.9% in FY 2025 from 7.5% in FY 2024 and 5.8% in FY 2023.

• Electricity growth remained relatively stable at 5.1% in FY 2025, slightly down from 7.1% in FY 2024 and
significantly lower than 8.9% in FY 2023.
This slowdown indicates tightening domestic demand and spillover effects from a weaker global industrial cycle.

Annual IIP Growth

10
9
8.9

8
7
7.5

5.9
7.1

6 5.2
% Growth

5.8

5
5.5

4.0

5.1
4.7

4
3.9
3
2.9

2
1
0
FY 23 FY24 FY25

Mining Manufacturing Electricity General

Source: Ministry of Statistics & Programme Implementation (MOSPI)

Use-Based Classification Trends:

107
 Use - Based Classification: IIP (Y-O-Y Growth)

3.9
Primary Good 6.1
7.5

5.5
Capital Good 6.3
13.1

4.1
Intermediate Good 5.3
3.8

Infrastructure/ 6.6
9.7
Construction Goods 8.4

7.9
Consumer Durable 3.6
0.6

-1.6
Consumer Non-Durable 4.1
0.7

-4 -2 0 2 4 6 8 10 12 14
FY 25 FY 24 FY 23

Source: Ministry of Statistics & Programme Implementation (MOSPI)

According to the use-based classification:
• Capital Goods segment growth slowed to 5.5% in FY 2025, down from a high of 13.1% in FY 2023 and 6.3% in FY
2024, indicating a reduction in investment momentum.

• Primary Goods also witnessed slower growth at 3.9%, compared to 6.1% in FY 2024 and 7.5% in FY 2023.

• Intermediate Goods rebounded modestly to 4.1% in FY 2025, up from 3.8% in FY 2023, although still lower than
5.3% in FY 2024.

• Infrastructure/Construction Goods slowed to 6.6% in FY 2025 from 9.7% in FY 2024 and 8.4% in FY 2023, pointing
to softening construction and infrastructure activity.

• Consumer Durables grew significantly by 7.9%, rebounding from 3.6% in FY 2024 and 0.6% in FY 2023, indicating
improved demand in consumer electronics and appliances.

• In contrast, Consumer Non-Durables contracted by 1.6% in FY 2025, reversing the 4.1% growth in FY 2024, likely
reflecting subdued rural and essential goods demand.
The divergence in growth across segments suggests an uneven industrial recovery in FY 2025. While certain consumer
categories have rebounded, investment-related and primary sectors remain under pressure.

108
2.7 Overview on Key Demographic Parameters
2.7.1 Population growth and Urbanization
India’s economic trajectory and consumption dynamics are closely tied to its demographic shifts. According to the World
Bank, India’s population expanded from approximately 0.75 trillion in 1984 to 1.45 trillion in 2024, consolidating its
position as the world’s most populous nation. This growth underlines the emergence of a vast labour force and consumer
base, essential for driving sustained economic progress.
A key demographic indicator—the age dependency ratio—has witnessed a steady decline over the last four decades. From
a high of 76.54% in 1984, it reduced to 71.77% in 1994, 62.88% in 2004, and 53.24% in 2014, before reaching a low of
46.56% in 2024. This downward trend signifies that for every 100 working-age individuals, there are now fewer than 47
dependents, compared to over 76 dependents in the mid-1980s. Such a shift reflects a growing share of the working-age
population, unlocking India’s demographic dividend—a critical driver of productivity, savings, and investment.
Together, the rising total population and declining dependency ratio provide a dual advantage: a larger workforce capable
of supporting economic activity and a lower demographic burden, which allows for higher disposable incomes and
consumption growth. These demographic fundamentals form a strong backbone for India’s long-term economic and private
consumption expansion.
Trend of India Population vis-à-vis dependency ratio

1.60 90.00

1.40 80.00
76.54 1.45
71.77 70.00
1.20 1.31
62.88
1.14 60.00
1.00
53.24
0.94 50.00
0.80 46.56
40.00
0.75
0.60
30.00
0.40
20.00
0.20 10.00

0.00 0.00
1984 1994 2004 2014 2024

Population (In Trillion) Age Dependency Ratio (In %)

Source: World Bank Database

Urbanization, too, is transforming India’s socio-economic fabric. The urban population rose from 424.96 million in 2014
(32.38% of total population) to 522.93 million in 2023 (36.36%), and further to approximately 534.91 million in 2024
(36.87%), according to World Bank estimates. This rapid growth in urban areas underscores the need for sustainable urban
planning, investment in infrastructure, and development of smart cities to accommodate and benefit from the shifting
population dynamics.
Urbanization Trend in India

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 38.00
36.87
37.00
Urban Population (% of Total Population)

36.36
35.87
36.00 35.39
34.93
35.00 34.47
34.03
34.00 33.60
33.18
32.78
33.00 32.38

32.00

31.00

30.00
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Source: World Bank Database, Infomerics Analytics & Research

2.7.2 Labour Force in India
India's labour force has experienced significant growth over the past decade. In 2010, the total labour force was
approximately 467.56 million. By 2024, this number had increased to 607.69 million, reflecting a Compound Annual
Growth Rate (CAGR) of 1.89% over the 14-year period.
This upward trend underscores the expanding working-age population and the country's ongoing economic development.
However, it also highlights the need for effective employment policies to ensure that the growing labour force is adequately
absorbed into productive sectors.
The labour force participation rate (LFPR) has also seen fluctuations, influenced by various socio-economic factors. As of
2024, the LFPR stood at 45.1%, indicating the percentage of the working-age population that is either employed or actively
seeking employment.
These statistics emphasize the importance of implementing strategies that not only create employment opportunities but
also enhance the quality and inclusivity of jobs across different sectors of the economy.

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 Total Labour Force (CY 2010- 2024)
700.00

600.00

607.69
588.97
568.90
Labour Force (in Millions)

550.35
500.00

532.53
531.38
524.34
516.81
508.80
500.76
492.79
484.54
476.10
471.89
467.56

400.00

300.00

200.00

100.00

0.00
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Source: World Bank Database

2.7.3 Breakdown of Employment by Sector
According to the Periodic Labour Force Survey (PLFS) 2023–24, the employment distribution across various sectors
exhibits distinct gender-based patterns. A significant portion of male workers are engaged in agriculture, followed by
notable participation in construction, manufacturing, and trade-related activities. In contrast, female workers are
predominantly employed in agriculture, with considerable involvement in manufacturing and other services sectors. While
female representation in trade and construction is lower compared to males, Additionally, a substantial proportion of
employed women are self-employed, often contributing as unpaid helpers in household enterprises or operating small
businesses, indicating a reliance on informal employment avenues.

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 Percentage distribution of workers by broad industry division 2023-24
120

100
11.3 13

8.1 1.1
6.1
80 3.7
0.2
15.5
11.6
0.1
60
16.4

0.7
11.4
40
0.3
64.4

20 36.3

0
Male Female

Agriculture Mining and Quarrying

Manufacturing Electricity, Water etc.
Construction Trade, Hotel and Restaurant
Transport, Storage and Communications Other Services

Source: Annual Report 2023-24, Periodic Labour Force Survey

2.7.4 Labour Laws in India
Labour is a subject under the Concurrent List of the Indian Constitution, enabling both the Central and State Governments
to frame relevant legislation. In a major reform initiative, the Government of India has consolidated 29 existing central
labour laws into four comprehensive Labour Codes to simplify compliance, reduce multiplicity of definitions, and promote
transparency. These include:
• The Code on Wages, 2019

• The Industrial Relations Code, 2020

• The Code on Social Security, 2020

• The Occupational Safety, Health and Working Conditions Code, 2020

As of 31st December 2024, the Central Government and a majority of States/Union Territories had pre-published draft
rules under all four Labour Codes. Regional consultations were held to align state-level rules with the central framework.
Once fully implemented, these Codes are expected to harmonize the needs of workers and industry, facilitate ease of doing
business, and support employment generation.
Additionally, the Ministry of Labour & Employment is revamping the Shram Suvidha Portal to improve regulatory
compliance and has launched the e-Shram Portal to register workers from the unorganised sector. Over 30 crore

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registrations have been completed, and the portal has been integrated with 12 key social welfare schemes, enabling targeted
delivery of benefits.
2.7.5 Disposable Income and Consumer Spending
Gross National Disposable Income (GNDI) represents the total income available to a nation’s residents for consumption
and saving after accounting for income transfers with the rest of the world. In FY24, Per capita GNDI grew by 10.9%,
followed by a moderate growth of 8.6% in FY25. This steady increase indicates that households and businesses had more
income at their disposal, which is critical for supporting both consumption and savings—key components of economic
resilience and expansion.
The rise in GNDI has translated into higher consumer spending, as reflected in the growth of Private Final Consumption
Expenditure (PFCE), which measures the total value of goods and services consumed by households. Per Capita PFCE
grew by 8.7% in FY24 and further accelerated to 10.9% in FY25, highlighting strong consumer confidence and robust
domestic demand.
Trend of Per Capita GNDI and Per Capita PFCE (Current Price)

3,00,000

2,50,000

2,38,270
2,00,000

2,19,312
1,97,697
1,50,000

1,74,816
1,52,504

1,48,408
1,44,620

1,44,165
1,31,743

1,29,967
1,00,000
1,20,052

1,19,516
1,09,315
1,00,439

1,05,092
91,843

91,315
51,764

57,201

63,339

70,258

76,379

84,441

89,641
50,000

0
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
(FE) (FRE) (PE)

Per Capita Gross National Disposable Income Per Capita PFCE

Note: Data mentioned is in Rs. Crore, FE – Final Estimates, FRE – First Revised Estimates, PE – Provisional Estimate;
Source: PIB, Provisional estimates of GDP 2024-25 released on May 30th, 2025
2.8 Union Budget FY25-26 Highlights
The Union Budget FY 2025–26, presented by Finance Minister Nirmala Sitharaman, introduces a comprehensive set of
measures aimed at stimulating economic growth, enhancing infrastructure, and fostering inclusive development. With a
focus on sectors such as agriculture, MSMEs, infrastructure, innovation, and exports, the budget seeks to create a conducive
environment for sustained economic expansion.
• Capital Expenditure and Infrastructure Development
The government has earmarked a substantial ₹11.21 lakh crore (3.1% of GDP) for capital expenditure in FY 2025–26.
This allocation is directed towards infrastructure projects, including rural development, manufacturing, and skill-
building initiatives. Notably, the Urban Challenge Fund has been established with a corpus of ₹1 lakh crore, aimed at
financing 25% of the cost of bankable urban infrastructure projects, thereby promoting sustainable urban development.
• Support for MSMEs
Recognizing the pivotal role of Micro, Small, and Medium Enterprises (MSMEs) in India's economic landscape, the
budget introduces several measures to bolster this sector. The Credit Guarantee cover has been enhanced to ₹10 crore,
unlocking ₹1.5 lakh crore in additional funding for MSMEs over the next five years. Additionally, the establishment
of a Fund of Funds with a ₹10,000 crore corpus aims to provide equity support to startups and potential MSMEs,
focusing on high-growth sectors such as electronics and renewable energy.
• Tax Reforms and Disposable Income
To stimulate consumption and investment, the budget introduces significant tax reforms. The tax-free income threshold
has been raised to ₹12 lakh, and the new tax regime offers reduced rates for higher income brackets. These changes
are expected to increase disposable income, thereby encouraging higher savings and investment among the middle

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 class.
• Focus on Agriculture and Exports
The budget prioritizes agriculture as a key engine of development, with increased allocations for agricultural credit
and initiatives aimed at enhancing productivity. Furthermore, measures to promote exports include the reduction of
customs duties on select goods and the introduction of policies to facilitate easier market access for Indian products.
• Urban Development Initiatives
A significant increase in the budget allocation for the Ministry of Housing and Urban Affairs to ₹96,777 crore reflects
the government's commitment to urban development. Key initiatives include the establishment of the Urban Challenge
Fund, enhanced loans under the PM SVANidhi scheme, and substantial provisions for the Pradhan Mantri Awas
Yojana and Urban Rejuvenation Mission, all aimed at improving urban infrastructure and living standards.
The Union Budget FY 2025–26 presents a balanced approach to economic growth by addressing immediate consumption
needs and laying the foundation for long-term sustainability. Through targeted investments in infrastructure, support for
MSMEs, tax reforms, and sector-specific initiatives, the budget aims to foster an inclusive and resilient economy. These
measures are expected to create new opportunities for financial institutions, as the growing demand for investment products
will provide avenues for expansion and innovation in the financial services sector.

2.9 Concluding Remarks about Macroeconomic Scenario

The major headwinds to global economic growth remain significant, with escalating geopolitical tensions, volatile global
commodity prices, high interest rates, inflationary pressures, instability in international financial markets, climate change,
rising public debt, and the rapid evolution of new technologies. Despite these challenges, India's economy is relatively
well-positioned compared to other emerging markets. According to the latest IMF forecast, India’s GDP growth is expected
to be 6.4% in 2025, maintaining its position as the fastest-growing major economy globally, well above the global growth
projection of 3.0%. Key positive factors for the Indian economy include continued strong domestic demand, robust
government support for capital expenditure, moderating inflation, growing investments in technology, and improving
business confidence.
India’s strategic position as a manufacturing hub is further strengthened by government initiatives, a skilled labour force,
and a dynamic startup ecosystem, all of which bolster the country's economic outlook. The ongoing reforms and focus on
innovation are enabling India to seize emerging opportunities, making it a growing player in the global manufacturing
landscape. In addition, several high-frequency growth indicators—such as the Purchasing Managers' Index (PMI), E-way
bills, bank credit, toll collections, and GST collections—have shown a positive trajectory in FY25. The normalization of
employment post-economic reopening is expected to provide further support to consumption expenditure.
Public investment is also poised to grow, with the government allocating a significant ₹11.21 lakh crore for capital
expenditure in FY25. The private sector’s investment intentions are showing positive signs, as evidenced by increased new
project investments and a strong import of capital goods. Furthermore, rural demand is likely to improve, bolstered by
healthy sowing, better reservoir levels, and the positive progress of the southwest monsoon, coupled with the government's
push for infrastructure investment and other policy measures. These factors are expected to further support the investment
cycle and strengthen India's economic resilience in the coming years.
3. Industry Overview – Supply Chain & Apparel Industry
The global supply chain industry is a vast, complex, and highly interconnected ecosystem that enables the movement of
goods, materials, and information across multiple geographies and sectors. It encompasses procurement, manufacturing,
warehousing, transportation, distribution, and last-mile delivery, integrating advanced logistics, technology platforms, and
inventory management practices. The industry spans multiple sectors, including FMCG, automotive, electronics,
pharmaceuticals, e-commerce, and industrial goods, with solutions ranging from conventional freight and warehousing to
automated fulfilment centres, cold-chain logistics, and intelligent distribution networks.
Globally, the supply chain sector is supported by a combination of multinational logistics providers, specialized regional
operators, and agile startups offering niche solutions such as on-demand delivery, micro-warehousing, and blockchain-
based traceability. Major hubs include China, the United States, Germany, India, and the Netherlands, which provide cost-
efficient infrastructure, skilled labour, and technological integration. Developed markets focus on premium, reliable, and
technologically advanced supply chain services, while emerging economies are increasingly driving volume-based and
cost-efficient distribution solutions.
Technology and innovation are reshaping the global supply chain landscape. Adoption of automation, robotics, AI-driven

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demand forecasting, IoT-enabled asset tracking, warehouse management systems, and blockchain for provenance and
compliance are enhancing visibility, efficiency, and risk mitigation. Sustainability is emerging as a critical driver, with
green logistics, renewable energy adoption, low-emission transport, circular supply chain initiatives, and packaging
optimization being implemented by global corporations to reduce carbon footprints and support ESG commitments.
The growth of the global supply chain industry is fuelled by rising international trade, e-commerce proliferation,
urbanization, digitization of retail and manufacturing, and increasing consumer expectations for faster, traceable, and
flexible delivery. However, the sector faces challenges such as geopolitical tensions, raw material and fuel volatility,
regulatory complexities, labour shortages, and supply chain disruptions. Despite these challenges, the global supply chain
industry continues to innovate, expand, and play a critical role in enabling global commerce, economic growth, and
employment generation.
With ongoing investments in technology, sustainable practices, and integrated global networks, the supply chain sector is
evolving from a traditional logistics function to a strategic enabler of business resilience, competitiveness, and global trade
efficiency.
3.1 Market Segmentation
Category Sub-Categories
By Function • Transportation Management: Planning, execution, and optimization of freight
movement to ensure timely delivery and cost efficiency.
• Warehousing & Storage: Managing storage facilities, inventory safety, accessibility,
and handling for raw materials and finished goods.
• Inventory Management: Tracking stock levels, demand forecasting, replenishment,
and minimizing carrying costs.
• Procurement & Sourcing: Identifying suppliers, negotiating contracts, and acquiring
raw materials or finished goods efficiently.
• Order Processing & Fulfilment: Managing orders from receipt to delivery, including
picking, packing, and shipment.
• Reverse Logistics: Deals with the return of products from customers back to the
company for recycling, refurbishment, or proper disposal. Supports sustainability and
customer satisfaction
• Packaging & Handling: Includes all activities related to packing goods for storage or
transport, protecting them during transit, and optimizing packaging design for cost,
space, and safety.
By Logistics Service • Retail Logistics: Distribution to stores, inventory replenishment, and last-mile
Offerings delivery.
• Industrial Logistics: Handling bulk shipments, heavy machinery, and industrial raw
materials.
• Cold Chain Logistics: Temperature-controlled storage and transport for perishable
goods, pharma, and frozen foods.
• E-commerce Logistics: Fulfilment of online orders, including pick-pack-ship, returns,
and delivery. Includes apparel, fashion, electronics, and daily-use goods.
• Reverse Logistics: Managing returns, recycling, refurbishment, and disposal of
products.
• Others: Specialized logistics services such as hazardous material handling and cross-
border express delivery.
By Transportation • Road Transport: Flexible, widely used for domestic deliveries and last-mile
Modes distribution.
• Rail Transport: Cost-effective for bulk goods and long-distance inland shipping.
• Air Transport: Fast delivery for high-value or time-sensitive shipments.
• Water Transport: Economical transport for bulk goods in domestic and international
trade.
• Multimodal Transport: Combines two or more modes (road, rail, sea, air) for
optimized cost and efficiency.

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 By End-User • Retail & E-commerce: Logistics solutions for stores and online platforms; includes
Industries apparel, fashion, electronics, and daily-use goods. Focus on fast delivery, returns
management, and inventory distribution.
• Automotive: Transport of vehicles, spare parts, and components; requires just-in-time
delivery and specialized handling.
• FMCG & Consumer Goods: Frequent replenishment of fast-moving goods; shelf-
ready packaging and cold storage where required.
• Healthcare & Pharmaceuticals: Compliance with storage, temperature standards,
security, and timely delivery of medicines and devices.
• Manufacturing: Movement of raw materials, WIP items, and finished goods across
supply chains.
• Agriculture & Food Processing: Cold chain and bulk transport of perishable goods,
grains, and processed foods.
• Electronics & Technology: Careful handling of fragile, high-value items; specialized
packaging and security.
• Energy & Infrastructure: Transport of heavy machinery, fuels, and construction
materials; project logistics.

3.2 Global Market Size

The Global Supply Chain Management market, estimated at USD 28.28 billion in CY 2024 and projected to reach USD
80.98 billion by CY 2034, growing at a CAGR of 11.09%, indicates strong and sustained momentum driven by rising
globalization, digitization, and automation across industries. This growth underscores the increasing strategic importance
of integrated, technology-enabled supply chain solutions in enhancing operational efficiency, resilience, and transparency.
Key factors supporting expansion include the proliferation of e-commerce, adoption of cloud-based logistics platforms, AI
and IoT integration for real-time tracking, and growing emphasis on sustainable and agile supply networks. The market
trajectory reflects a transition from traditional, cost-driven logistics to value-driven, data-centric supply chain ecosystems
capable of supporting global trade and competitive advantage.

Global Market Size - Supply Chain Management Industry

90
80.98
80
70
60 CAGR - 11.09%
In Billion

50
40
28.28
30
20
10
0
2024 2034

Source – Infomerics Analytics & Research

Market Trends
• AI, Machine Learning & Predictive Analytics: SCM is becoming increasingly data driven. AI and ML tools
are being used for demand forecasting, inventory optimization, route planning, and anomaly detection. Predictive

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 analytics helps companies anticipate demand fluctuations, bottlenecks, and risks, which improves efficiency and
reduces waste.
• Digital Twins & Real-Time Visibility: Digital twins (virtual models of supply chain networks) and IoT sensors
are allowing companies to simulate scenarios, monitor real-time conditions (e.g. delays, temperature, location),
and respond proactively. Visibility across multiple tiers of suppliers is becoming a competitive advantage.
• Sustainability, ESG & Green Logistics: Pressure from regulators, consumers, and investors is pushing SCM
firms to reduce carbon emissions, optimize transportation routes, adopt electric or low-emission fleets, use eco-
friendly packaging and pursue circular supply chain models. Reporting on Scope 3 emissions, recycling/reuse
mandates, and ethical sourcing are becoming standard.
• Resilience, Risk Management & Re-Shoring/Near-Shoring: Disruptions from pandemics, geopolitical trade
tensions, climate events etc. have exposed vulnerabilities. Companies are diversifying supply base, considering
more local/regional sourcing instead of long global chains, building redundancy, safety stocks, and contingency
plans.
• Supply Chain as a Service (SCaaS) & Outsourcing: More companies are partnering with specialized third-
party service providers to handle parts (or all) of their supply chain operations: procurement, warehousing,
fulfilment, last-mile delivery etc. This allows firms to focus on core competencies and leverage scale and
technology of service providers.
• Automation, Robotics & Autonomous Technologies: Warehouse automation (robotic picking, sorting),
autonomous vehicles/drones for delivery, and robotic process automation for routine tasks are increasingly
adopted to boost speed, reliability, and reduce dependency on labour.
• Blockchain, Traceability & Ethical Sourcing: Blockchain and other distributed ledger technologies are being
used to ensure transparency, traceability, authenticity, and to combat fraud in supply chains. Ethical sourcing (fair
labour, sustainable materials) is increasingly a requirement, not just a differentiator.
• Last-Mile Delivery Innovation & Urban / Micro‐Warehousing: As e-commerce grows, the last mile becomes
a key cost and service challenge. Firms are experimenting with micro-fulfilment centres in urban areas, route
optimization software, localized warehousing, and innovative delivery methods (drones, electric vehicles) to
reduce lead times and transportation costs.
• Cybersecurity & Data Integrity: As supply chains become more digital and interconnected, they also become
more vulnerable to cyberattacks, data breaches, and information tampering. Ensuring secure IT/OT integration,
data protection, and traceable systems is now a core requirement.
• Quality of Data & Collaborative Networks: High-quality, timely data is essential for SCM; companies are
investing in data cleaning, integration across supplier networks, sharing among partners, AI/ML models built on
good data. Collaboration among suppliers, logistics providers, and clients is more tightly coupled.
3.3 Indian Supply Chain Industry
The Indian supply chain industry forms a critical backbone of the nation’s economy, enabling the seamless movement of
raw materials, semi-finished goods, and final products across diverse sectors including FMCG, automotive, retail, e-
commerce, pharmaceuticals, and industrial manufacturing. It encompasses end-to-end functions such as procurement,
warehousing, inventory management, logistics, transportation, and last-mile delivery—integrating both traditional
distribution networks and emerging digital supply chain models. The industry plays a pivotal role in supporting India’s
manufacturing, trade, and consumption ecosystems, contributing significantly to GDP, employment, and export
competitiveness.
India’s supply chain ecosystem is characterized by a mix of large integrated logistics service providers, regional distribution
companies, and a rapidly growing base of technology-driven startups. The rise of 3PL (Third-Party Logistics) and 4PL
(Fourth-Party Logistics) models, coupled with increased private sector investment in warehousing, cold-chain facilities,
and multimodal logistics parks, has transformed the industry landscape. Key logistics hubs such as Delhi-NCR, Mumbai,
Chennai, Bengaluru, Hyderabad, and Kolkata are emerging as central nodes in India’s distribution network, supported by
improved infrastructure and digital connectivity.
Technology and innovation are increasingly defining the future of India’s supply chain management. The adoption of AI-
driven demand forecasting, IoT-based fleet and warehouse monitoring, automated material handling systems, digital freight
platforms, and blockchain-enabled transparency solutions is enhancing efficiency, accuracy, and visibility across

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operations. The e-commerce boom, accelerated by rapid digital adoption and rising consumer demand for faster deliveries,
has further driven the development of micro-warehousing, dark stores, and on-demand logistics models across Tier II and
Tier III cities.
Sustainability is also emerging as a key focus area in the Indian supply chain. Corporates are increasingly investing in
green logistics, electric vehicles (EVs) for last-mile delivery, solar-powered warehouses, and eco-friendly packaging to
align with ESG goals and global supply chain standards. The government’s focus on promoting biofuels, renewable energy
adoption, and circular economy initiatives complements this shift towards responsible logistics operations.
The growth of India’s supply chain industry is being driven by multiple factors, including robust e-commerce expansion,
increasing manufacturing output, rapid urbanization, growth in organized retail, and the formalization of logistics post-
GST implementation. However, challenges remain in areas such as infrastructure bottlenecks, inter-state compliance,
warehousing fragmentation, and talent availability in specialized logistics functions.
Despite these challenges, the Indian supply chain industry is on a transformative trajectory—moving from fragmented,
cost-driven operations to integrated, technology-enabled, and value-optimized networks. With sustained government focus,
private investments, and digital transformation, India’s supply chain sector is poised to become a global hub for logistics
excellence, resilience, and innovation, supporting the country’s aspiration to emerge as a leading manufacturing and export
powerhouse.
3.3.1 Indian Supply Chain Management Market Size
The Indian Supply Chain Management market, estimated at USD 2.38 billion in 2024 and projected to reach USD 6.83
billion by 2034 at a CAGR of 11.11%, demonstrates robust growth potential over the forecast period. The high CAGR
reflects strong demand for efficient, technology-driven supply chain solutions, driven by the rapid expansion of e-
commerce, organized retail, and industrial sectors in India. Increasing adoption of automation, warehouse management
systems, logistics tracking, and AI-based forecasting is enhancing operational efficiency and reducing costs, further
supporting market expansion. Overall, the sector presents significant opportunities for domestic and international players
to invest in scalable, tech-enabled supply chain solutions to cater to a rapidly evolving market landscape.

Indian Market Size - Supply Chain Management Industry

8
6.83
7
6
CAGR - 11.11%
5
In Billion

4
3 2.38
2
1
0
2024 2034 [P]

Source – Infomerics Analytics & Research

Organised and Un-organised Supply Chain Activities
India’s supply chain sector is gradually evolving from a predominantly unorganized structure to a more formalized and
structured ecosystem. Unorganized players, particularly in road freight transport, continue to dominate the market. These
operators typically run small fleets, rely on basic storage facilities, and have limited access to digital tools or advanced
logistics solutions.
In contrast, organized providers—currently representing approximately 15–20% of the market—are expanding rapidly,
supported by GST reforms, large-scale infrastructure development, and the increasing presence of 3PL and technology-
enabled logistics firms. The growth of e-commerce and rising demand for integrated supply chain solutions have
accelerated this formalization. Government initiatives, including the National Logistics Policy (NLP 2022) and the Unified

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Logistics Interface Platform (ULIP), along with private investments in automation and standardized assets, are further
facilitating this transition. Despite these advances, challenges such as low multimodal adoption and limited technology
penetration among smaller operators indicate substantial opportunities for future growth.
As formalization progresses, the focus is shifting towards optimizing specific supply chain activities, including freight
management, warehousing, inventory handling, and sourcing. Companies are increasingly adopting modular, technology-
driven solutions tailored to sector-specific requirements—such as cold-chain logistics for pharmaceuticals or automated
picking systems for e-commerce. This evolution allows businesses to reduce inefficiencies in high-cost components,
enhance service levels, and improve scalability, fostering a more activity-driven and competitive supply chain landscape.
Spending on Supply Chain Activities
In India, logistics, warehousing, and inventory management constitute the largest portion of supply chain operating
expenses, making them the key contributors to overall supply chain costs. Transportation represents the single biggest
component, driven by high fuel prices, fragmented trucking networks, and inefficient return trips. Warehousing contributes
substantially through expenses related to storage, material handling, and temperature-controlled facilities. Additionally,
inventory carrying costs remain high due to extended lead times and the need to maintain substantial safety stock
requirements.
Components of Supply Chain - Cost (%)
In FY 2025, transportation and freight accounted for the largest share of supply chain costs at 60%, driven by high fuel
expenses, fragmented trucking operations, and increasing demand for timely deliveries. Warehousing and storage
contributed 25%, reflecting costs related to space, handling, and temperature-controlled infrastructure. Inventory carrying
costs represented 4%, influenced by safety stock and long lead times, while procurement and sourcing and production and
assembly each accounted for 3%. Smaller cost components included customer service, order processing, and administration
(2%), reverse logistics (2%), and packaging and handling (1%). Overall, transportation and warehousing together form the
bulk of supply chain expenditures, emphasizing the need for optimized logistics, automation, and efficient inventory
management.

1%
2% 2%

6%

4%

Transportation & Freight

Warehousing & Storage
Inventory Management
Procurement & Sourcing
25% Order Processing & Fullfillment
60% Reverse Logistics
Packaging & Handling

Source – Infomerics Analytics & Research

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3.4 Apparel Industry: A Key End Use Segment of Supply Chain Management Sector
3.4.1 Global Apparel Industry
The global apparel market is a dynamic and expansive sector, encompassing a wide range of products from everyday casual
wear to high-end fashion. Product lifecycle management in this market plays an important role as it allows clothing
companies to manage and organize key information effectively. The global clothing market has witnessed robust growth,
driven by several key factors, including the rise of fast fashion, increasing consumer spending, advancement in production
technology, and wide acceptance of e-commerce platforms as preferred distribution channels, among others. As
discretionary spending on clothing increased, shopping became a form of entertainment, which in turn has revolutionized
the clothing industry. Companies such as Zara and H&M are leading the charge in bringing trendy, fashionable clothing to
consumers at unprecedented speeds. This model caters to the increasing consumer demand for up-to-date styles, resulting
in higher purchase frequency.
Market Segmentation
The Apparel market can be segmented across multiple dimensions to understand consumer preferences and market
dynamics. Segmentation by product type includes formal wear, casual wear, sportswear, nightwear/loungewear, intimate
apparel, and other categories. By end user, the market is classified into men, women, and children. Fabric material
segmentation covers cotton, polyester, nylon, denim, and other fabrics. Further, the market is categorized by distribution
channels into offline and online stores. This segmentation provides a structured view of the market, enabling targeted
strategies and better resource allocation.
Segmentation Type Sub-Category Description / Notes

By Product Type Formal Wear Apparel designed for professional or formal occasions, including shirts,
trousers, suits, blazers, skirts, and dresses.

Casual Wear Everyday clothing for comfort and style, including t-shirts, jeans, tops,
casual shirts, and skirts.

Sportswear Clothing designed for athletic or fitness activities, such as tracksuits, gym
wear, and activewear.

Nightwear / Apparel for sleep or relaxation, including pajamas, nightgowns, robes,

Loungewear and lounge sets.

Intimate Undergarments including bras, briefs, boxers, lingerie, and shapewear.

Other Product Accessories or specialized apparel not covered above, e.g., outerwear,
Types rainwear, uniforms.

By End User Men Apparel targeted for male consumers across all age groups.

Women Apparel targeted for female consumers across all age groups.

Children Clothing designed for boys and girls, including infants and teenagers.

By Fabric Material Cotton Apparel made primarily from cotton fibers, popular for comfort and
breathability.

Polyester Synthetic fiber-based apparel, known for durability and ease of

maintenance.

Nylon Lightweight and strong synthetic fiber, often used in sportswear and
outerwear.

Denim Twill-weave cotton fabric used for jeans, jackets, and casual wear.

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 Other Fabric Types Fabrics such as wool, silk, linen, or blended materials.

By Distribution Offline Stores Traditional brick-and-mortar retail outlets including brand stores, multi-
Channel brand outlets, and department stores.

Online Stores E-commerce platforms, brand D2C websites, and marketplaces providing
direct-to-consumer apparel sales.

3.4.2 Indian Apparel Industry

The Indian apparel industry is a rapidly growing and diverse sector, encompassing traditional textiles, mass-market
clothing, and premium fashion. Growth is driven by rising disposable incomes, urbanization, increasing fashion
consciousness, and the expansion of both organized retail and e-commerce channels. India’s industry benefits from a strong
manufacturing base, skilled labour, and a rich heritage of textiles, while trends in sustainable and technologically advanced
apparel are shaping its future growth trajectory.
The Indian apparel market, estimated at USD 110.09 billion in 2024 and projected to reach USD 161.82 billion by 2034 at
a CAGR of 3.93%, reflects steady and sustained growth over the forecast period. This trajectory underscores the increasing
domestic demand for apparel driven by rising disposable incomes, urbanization, and evolving consumer preferences across
both mass-market and premium segments. The moderate yet consistent CAGR indicates a stable market environment,
supported by the expansion of organized retail, e-commerce penetration, and a growing focus on branded and sustainable
apparel.

Indian Market Size - Apparel Industry

180 161.82
160
CAGR - 3.93%
140
120 110.09
In Billion

100
80
60
40
20
0
2024 2034 [P]

Source – Infomerics Analytics & Research

IIP Index of Wearing Apparel (Base year 2011-12)

The IIP for Wearing Apparel shows strong growth from 2012–13 (99) to a peak in 2019–20 (154.6), driven by rising
exports, domestic demand, after FY 2020 the sector saw volatility due to GST transition and global trade headwinds,
followed by a sharp contraction in 2020–21 (108.4) during COVID-19. A partial recovery occurred in 2021–22 (138.1),
but subsequent years reflect renewed weakness with the index at 116.7 in 2024–25, well below pre-pandemic highs. This
indicates ongoing challenges from high input costs, slowing exports, and competition from Bangladesh and Vietnam,
though e-commerce growth and product diversification offer recovery opportunities.

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 IIP Index of Wearing Apparel
180
151.7 154.2 154.6
160
137.5 138.1
140 131 127.9
114.8 114.4 116.7
120 108.4 109.9
99
100

80

60

40

20

0
2012-13 2013-14 2014-15 2015-162016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25

Source – CMIE, Infomerics Analytics & ResearchTrade Dynamics – Apparels

The global trade of apparel represents a significant share of the textile and garment industry, driven by strong consumer
demand across both developed and emerging markets. Within this category, men’s and boys’ apparel (excluding knitted or
crocheted) includes formal and casual wear such as suits, jackets, trousers, shirts, and coveralls, while women’s and girls’
apparel encompass a wide range of fashion-forward garments including blouses, dresses, skirts, trousers, and shorts,
jackets, Blazers. This segment plays a vital role in shaping export competitiveness, with trade flows influenced by factors
such as evolving fashion trends, seasonal demand, sourcing strategies, labour costs, and tariff structures across key markets.

Metric FY24 (Revised Final) FY25 (Final)

Export (in USD Million) 5,930.78 6,409.08
Import (in USD Million) 630.7 716.89

Net Trade Surplus: USD 5,692.19 million in FY25

The trade data indicates a healthy and widening surplus for the apparel segment. Exports increased from USD 5,930.78
million in FY24 to USD 6,409.08 million in FY25, reflecting sustained demand in key international markets and India’s
competitive positioning in cost-effective manufacturing. Imports also rose from USD 630.7 million to USD 716.89 million,
largely driven by sourcing of specialized fabrics, trims, and high-value apparel categories not domestically produced at
scale. Despite this, India maintained a robust net trade surplus of USD 5,692.19 million in FY25, underscoring its strong
export-oriented profile in apparel manufacturing. The rising surplus highlights the sector’s importance in supporting
foreign exchange earnings, though the increasing import trend also signals growing dependence on global supply chains
for premium inputs.
Major export Destinations Major Import Destinations
Export value Import Value
Country Share % Country Share %
(USD Million) (USD Million)
USA 2,171.90 33.89% Bangladesh 404.71 56.45%
UK 588.53 9.18% Spain 76.31 10.64%
UAE 384.19 5.99% China 69.52 9.70%

Spain 297.3 4.64% Vietnam 20.11 2.81%

Italy 16.8 2.34%
France 203.22 3.17%
Others 129.44 18.06%
Others 2,763.94 43.13%

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 Total 6,409.08 100.00% Total 716.89 100.00%

Source – Ministry of Commerce & Industry, Infomerics Analytics & Research

India’s men’s and women’s apparel trade in FY25 reflects a highly export-driven orientation with diversified markets. On
the export side, the USA dominates with 33.89% share (USD 2,171.90 million), reaffirming its position as the largest
destination for Indian apparel, followed by the UK (9.18%) and UAE (5.99%), which remain important hubs for both retail
and re-exports. Spain, France, and a wide base of “Others” (43.13%) highlight India’s ability to cater to multiple
geographies, reducing overdependence on a single market.
On the import side, India’s Men & Women apparel inflows are far more concentrated. Bangladesh alone accounts for over
half (56.45%) of imports, reflecting the cost competitiveness of Bangladeshi manufacturers in categories like knitwear and
low-cost fast fashion. Spain (10.64%) and China (9.70%) are the next major suppliers, while imports from Vietnam and
Italy remain limited. The relatively small base of imports (USD 716.89 million) compared to exports underlines India’s
strength as a net apparel exporter. However, the dependence on Bangladesh for imports may pose a risk in case of supply
disruptions or trade policy changes.

Export & Import Share for Men and Women Apparel

120.00%

100.00%

80.00% 36.30%

65.60%
60.00%

40.00%
63.70%
20.00% 34.40%

0.00%
Export Import

Men Women

Source – Ministry of Commerce & Industry, Infomerics Analytics & Research

On the export side, women’s apparel dominates with 65.60% share, reflecting strong global demand for women’s categories
such as dresses, blouses, skirts, and fashion-driven items. Men’s apparel, though significant, contributes only 34.40% of
exports, suggesting relatively limited diversification or slower global demand growth in men’s formal and casual wear
compared to women’s fashion.
On the import side, the trend reverses. Men’s apparel accounts for a much larger share at 63.70%, indicating India’s reliance
on imports for categories like men’s shirts, trousers, and outerwear, often sourced from low-cost manufacturing hubs such
as Bangladesh. In contrast, women’s apparel imports stand at 36.30%, implying that domestic production is relatively
stronger and more self-reliant in this segment compared to men’s wear.
Overall, India is export-strong in women’s apparel but import-dependent in men’s apparel, underlining different
competitive positions across the two segments.
3.4.3 Apparel Supply Chain Overview
The apparel supply chain is a complex and integrated sequence of processes aimed at delivering finished garments to the
market efficiently while maintaining quality and cost-effectiveness. The key stages involved in a typical apparel supply
chain are as follows:

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 Manufac - Quality & Distributio Marketing
Planning Design Sourcing
turing Inspection n & Sales

1. Planning - This stage involves conceptualizing new products through market analysis, material research, prototype
development, and pre-production testing. It forms the foundation for aligning product development with consumer
demand and market trends.
2. Design - Designers translate product concepts into patterns and technical specifications, using manual sketches or
computer-aided design (CAD) software. Approved designs form the basis for sourcing and production planning.
3. Sourcing - This stage includes the identification and engagement of suppliers for raw materials such as yarn, fabric,
trims, and accessories, as well as manufacturing units. Sourcing decisions are driven by quality standards, pricing, lead
time, and logistical considerations.
4. Manufacturing - Manufacturing encompasses the conversion of raw materials into finished or semi-finished garments
through processes such as cutting, stitching, finishing, and packaging. Production may be conducted in-house or
through outsourced facilities, including overseas vendors.
5. Quality Control and Inspection - Quality assurance is conducted at various stages of production and distribution to
ensure compliance with predefined specifications and to minimize product defects.
6. Distribution - Finished goods are dispatched to distribution centres, retail stores, or e-commerce platforms. This
process involves logistics planning, inventory management, and adherence to delivery timelines.
7. Marketing and Sales - Marketing activities are undertaken to drive product visibility and sales. These include pricing
strategies, promotional campaigns, and channel management across retail and online platforms.
8. End-of-Life Management - With increasing emphasis on sustainability, companies are adopting circular models by
incorporating recycling, reworking, and responsible disposal of unsold or end-of-life products.
3.5 E-Commerce & Supply Chain Management Sector
The E-Commerce and Supply Chain Management sector has emerged as a cornerstone of modern commerce, transforming
how goods are produced, distributed, and delivered across the globe. Fuelled by digital adoption, rising internet penetration,
and changing consumer expectations, e-commerce platforms have reshaped retail, enabling seamless online transactions
and direct-to-consumer engagement. Complementing this, advanced supply chain management systems ensure efficiency,
reliability, and speed in the movement of goods, integrating technologies such as warehouse automation, logistics tracking,
AI-driven demand forecasting, and last-mile delivery solutions. Together, these segments drive operational excellence,
cost optimization, and enhanced customer experiences, positioning the sector as a critical enabler of economic growth,
trade efficiency, and innovation in both domestic and international markets.
Fashion E-Commerce Market Share in India

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Source – Money Control, Indian Institute of Art & Design, Infomerics Analytics & Research
As of 2025, market leadership rests with Flipkart (27%) and Myntra (22%), together holding nearly 49% share. Meesho
(15%) and Amazon Fashion (15%) leverage low-cost offerings, wide assortments, and extensive logistics networks to
serve both urban and semi-urban markets. Niche players such as Ajio (4.5%) and Nykaa Fashion (3%) cater to targeted
style segments and premium consumers. The remaining Others (13.5%) category comprises regional platforms, direct-to-
consumer (D2C) brands, and emerging social commerce models.
Fashion e-commerce differs significantly from other categories such as electronics or FMCG due to:
• High SKU complexity – Products vary extensively in sizes, colours, fabrics, and seasonal trends.

• Frequent purchase cycles – Driven by shorter fashion seasons, trend adoption, and heavy reliance on discount
sales.

• High return rates – Averaging 16–20%, primarily due to size mismatches, style changes, and quality
expectations.
These characteristics increase the operational intensity of the supply chain, making warehousing, fulfilment, and logistics
a critical success factor for platforms in this segment.
3.5.1 Interlinkages Between Fashion E-Commerce Growth and Warehousing Demand
The rise of online fashion retail has directly influenced the scale, nature, and location of warehousing infrastructure in
India. Warehousing is no longer just about storage — it has become an integrated fulfilment engine capable of managing

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fast-moving inventory, handling returns efficiently and supporting high service-level commitments.
The linkage between demand (fashion e-commerce) and supply chain requirements is outlined below:
Fashion E-Commerce Growth Supply Chain Requirement Outcome
Driver
Expansion into Tier 2/3 cities Regional distribution hubs closer to demand Reduced delivery timelines
clusters
Seasonal sales peaks and flash High-capacity automated fulfilment centres Faster order throughput during
discounts peaks
SKU diversity and style/fit Specialised storage and handling systems Reduced order errors and
sensitivity returns
High return volumes Integrated reverse logistics operations Faster restocking and lower
write-offs
Demand for same/next-day Proximity-based warehouses and last-mile Enhanced customer experience
delivery optimisation

In effect, the growth of fashion e-commerce dictates where warehouses are located, how they are designed, and what
technologies are deployed. For instance, a flash sale on a fashion platform may require warehouses to operate in 24×7
shifts with automated sorting lines, while a high-return geography demands robust reverse logistics and inspection units.
3.5.2 Fulfilment Infrastructure and Operational Requirements for Fashion E-Commerce
The fashion e-commerce fulfilment chain is more complex than that of many other categories due to the volume and
variability of SKUs, the speed of product turnover, and the need for enhanced customer experience.
Key operational components include:

Inventory Last -
Order Quality Returns Reverse
Manage- Packaging Mile
ment Processing Checks Handling Logistics
Delivery

1. Inventory Management - Ensures the right product is available at the right time by tracking stock levels across
multiple warehouses. Advanced systems enable demand forecasting, replenishment planning, and Stock Keeping Unit-
level visibility, which is critical in fashion where styles, colours, and sizes change rapidly.
2. Order Processing - Involves picking, packing, and preparing items for dispatch. Automation tools like barcode
scanning and AI-driven sorting reduce errors and improve speed, particularly during peak sales seasons.
3. Packaging - Protects goods during transit and influences customer experience. Fashion requires specialized packaging
to maintain garment quality and presentation. Increasingly, eco-friendly and branded packaging are gaining
importance.
4. Quality Checks - Products undergo inspections for defects, damages, or mismatches before shipping. In apparel,
checks extend to fabric condition, stitching, and labelling, ensuring customer satisfaction and reducing return volumes.
5. Returns Handling - A critical function in fashion, where return rates average 16–20%. Efficient systems allow quick
inspection, sorting, and restocking of returned items, minimizing revenue loss and enhancing trust.
6. Last-Mile Delivery - The most visible stage for customers. Companies use route optimization, local courier
partnerships, and delivery hubs to achieve same-day or next-day delivery standards in metros and faster reach into Tier
2/3 cities.

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7. Reverse Logistics - Deals with the flow of goods back from customers to warehouses. Strong reverse logistics
networks are vital for fashion e-commerce, where efficient return-to-stock processes directly impact profitability.
3.5.3 Role of Third-Party Logistics Providers in Fashion E-Commerce Supply Chain
The complexity of fashion e-commerce supply chains has led to increasing reliance on third-party logistics (3PL) service
providers. Companies such as Dehlivery, Ecom Express, and Shadow fax are investing significantly in infrastructure and
technology to strengthen their fulfilment capabilities and meet the rising expectations of both businesses and consumers.
They have become strategic partners, offering:
[Link]-Scale Regional Warehouse Networks
• To enable faster deliveries, logistics players are building regional distribution centres across metros as well as
Tier 2 and Tier 3 cities.

• These warehouses serve as hubs to store inventory closer to end consumers, reducing delivery distances and
enabling same-day or next-day fulfilment.

• Such networks are critical in fashion e-commerce, where speed of delivery is a key differentiator for customer
satisfaction.
2. Automation and Robotics
• Leading platforms are investing in automated conveyor belts, robotic picking systems, and smart sorting
technologies to handle high order volumes with speed and accuracy.

• Automation reduces dependency on manual labour, minimizes errors, and allows scalability during peak periods
such as festive sales or flash discounts.

• Robotics also supports cost efficiency by streamlining repetitive tasks and improving throughput.
3. AI and Data Analytics for Forecasting and Optimization
• Artificial intelligence (AI) and predictive analytics help logistics providers anticipate demand surges, optimize
inventory placement, and plan delivery routes.

• For example, demand forecasting enables proactive stock positioning in warehouses nearest to regions with high
expected orders, cutting down delivery times and costs.

• Data-driven insights also help improve reverse logistics by predicting high-return zones and deploying resources
accordingly.
4. Advanced Tracking and Visibility Tools
• Real-time tracking platforms allow both businesses and consumers to monitor shipments at every stage.

• This transparency builds trust, reduces customer queries, and improves overall delivery experience.

• For businesses, detailed tracking data also helps in performance monitoring, supply chain planning, and dispute
resolution.
By combining scale, technology, and customer-centric solutions, specialized logistics platforms are reshaping the
fulfilment ecosystem in India, enabling e-commerce companies to compete more effectively and deliver superior customer
experiences.
These capabilities have reduced delivery timelines from days to hours in many urban markets, expanded reliable delivery
services into semi-urban and rural areas, and optimised per-order costs — all of which strengthen the competitive
positioning of fashion e-commerce platforms.
4. Market Dynamics
4.1 Key Growth Drivers
The Indian apparel supply chain industry is poised for robust growth, underpinned by rising domestic and global demand,
digital adoption, government initiatives, and technological innovation. Integration of modern SCM solutions, e-commerce,

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and automation is transforming production, warehousing, and distribution, creating more agile and responsive supply
chains.
Driver 1–2 Years 3–4 Years 5–7 Years
1. Rising Domestic Apparel Consumption High High High
2. Expansion of E-Commerce & Digital Marketplaces High High High
3. Government Policy Support (PLI, PM MITRA, RoSCTL, High High High
National Logistics Policy)
4. Export Growth & Global Sourcing (China+1 Strategy) Medium High High
5. Adoption of Advanced SCM Technologies (AI, IoT, High High High
Automation, 3PL/4PL)
6. Availability of Cost-Competitive Labour & Skilled Workforce High High Medium
7. Increasing Urbanization & Tier-2/Tier-3 Market Penetration Medium High High
8. Growth of Technical & Functional Apparel Medium High High
9. Sustainability & Circular Fashion Demand Medium High High
10. MSME Integration & Cluster Development Medium High High
11. Investment in Apparel-Specific Logistics Infrastructure Medium High High
12. Multi-Industry SCM Integration High High High

Market Drivers and Impact Assessment.

1. Rising Domestic Apparel Consumption: India’s growing middle class, rising disposable incomes, and increasing
fashion consciousness are driving higher demand for apparel across urban and semi-urban areas. This surge in domestic
consumption is expanding organized retail, e-commerce, and multi-brand outlets, necessitating more robust and
responsive supply chain networks.
2. Expansion of E-Commerce & Digital Marketplaces: The rapid growth of online retail platforms has transformed
apparel distribution, creating demand for faster delivery, real-time inventory management, and micro-warehousing
solutions. Digital marketplaces are enabling smaller brands and regional manufacturers to reach consumers
nationwide, intensifying the need for agile supply chain operations.
3. Government Policy Support (PLI, PM MITRA, RoSCTL, National Logistics Policy): Government incentives and
infrastructure initiatives support manufacturing competitiveness, logistics efficiency, and export promotion. Schemes
like PLI for textiles and PM MITRA textile parks enable modernized, cost-efficient supply chains, while the National
Logistics Policy enhances multimodal connectivity and reduces operational bottlenecks.
4. Export Growth & Global Sourcing (China+1 Strategy): Global buyers are increasingly diversifying sourcing away
from China, creating opportunities for Indian apparel exporters. This trend necessitates integrated, export-ready supply
chains with reliable shipping, quality control, and compliance with international standards to meet global demand.
5. Adoption of Advanced SCM Technologies (AI, IoT, Automation, 3PL/4PL): Modern technologies are improving
supply chain visibility, efficiency, and forecasting. AI-driven demand prediction, IoT-enabled fleet tracking,
automated warehousing, and advanced 3PL/4PL services reduce lead times, optimize costs, and enhance
responsiveness across the apparel value chain.
6. Availability of Cost-Competitive Labour & Skilled Workforce: India’s large and cost-effective workforce,
combined with skilled personnel in garment production, logistics, and technology, enables scalable supply chain
operations. Labour availability ensures efficient handling, packaging, and transportation while supporting rapid growth
in domestic and export markets.
7. Increasing Urbanization & Tier-2/Tier-3 Market Penetration: Secondary and tertiary cities are witnessing rising
disposable incomes and demand for organized apparel. Expanding supply chains to these markets requires distribution
hubs, regional warehouses, and last-mile delivery solutions, driving growth in the logistics infrastructure and service
capabilities.

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8. Growth of Technical & Functional Apparel: Demand for sportswear, athleisure, and performance fabrics is
increasing. These products often require specialized storage, transport, and inventory management, sometimes
including temperature-controlled logistics, driving the need for advanced and flexible supply chain solutions.
9. Sustainability & Circular Fashion Demand: Brands and consumers are increasingly prioritizing environmentally
responsible practices. Supply chains are adopting eco-friendly packaging, recyclable materials, and traceable sourcing
to align with ESG requirements and support circular fashion initiatives.
10. MSME Integration & Cluster Development: Micro, small, and medium enterprises form the backbone of apparel
production and distribution in India. Integrating MSMEs within regional clusters enables agile production, localized
distribution, and reduced lead times, enhancing supply chain resilience and scalability.
11. Investment in Apparel-Specific Logistics Infrastructure: Dedicated textile parks, integrated logistics hubs, and
specialized warehousing facilities reduce operational inefficiencies and transit times. Infrastructure investment
supports faster fulfilment, better inventory control, and improved service levels for both domestic and export markets.
12. Multi-Industry SCM Integration: Shared logistics networks across apparel, FMCG, electronics, and pharma
industries enhance cost efficiency and operational flexibility. Utilizing common warehouses, transport routes, and
digital platforms improves resource utilization while maintaining service quality for apparel distribution.
4.2 Market Restraints
Despite strong fundamentals and promising growth, the Indian apparel manufacturing and supply chain management
sectors face several structural and operational challenges that may constrain growth and global competitiveness. Raw
material dependence, fragmented industry structure, logistical inefficiencies, labour constraints, and regulatory pressures
remain key concerns. Additionally, evolving e-commerce dynamics, intense global competition, and uncertainties in trade
policies pose strategic challenges for manufacturers and SCM providers.
Restraint Impact

1-2 Years 3-4 Years 5-7 Years

1. Inadequate infrastructure & logistics bottlenecks High High High
2. Labour-intensive operations & skill shortages High High High
3. Fragmented SCM ecosystem for apparel Medium High High
4. High cost of advanced technology adoption Medium Medium High
5. Dependence on road transport & limited multimodal Medium High High
integration
6. Reverse logistics and e-commerce returns Medium High High
7. Regulatory & compliance challenges Medium High High
8. Vulnerability to global trade uncertainties High High Medium
9. Rising fuel and operational costs High High Medium
10. Limited adoption of sustainable SCM practices Medium High High

Market Restraints & Impact Assessment

• Inadequate infrastructure & logistics bottlenecks: Limited warehousing, lack of modern storage facilities, and
fragmented transport networks hinder timely delivery, increase operational costs, and reduce overall supply chain
efficiency.
• Labour-intensive operations & skill shortages: Heavy reliance on manual processes and a shortage of trained
logistics personnel lead to inefficiencies, slower operations, and higher attrition rates across supply chain activities.
• Fragmented SCM ecosystem for apparel: A large number of small-scale logistics providers with inconsistent service
quality and low integration reduces reliability and hampers the scalability of apparel supply chains.
• High cost of advanced technology adoption: Investments in automation, AI, IoT, and warehouse management
systems are capital-intensive, limiting adoption by smaller players and slowing the overall modernization of supply
chains.

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• Dependence on road transport & limited multimodal integration: Heavy reliance on road networks exposes supply
chains to delays, congestion, and fuel price fluctuations, while limited rail or inland waterway integration increases
costs and reduces efficiency.
• Reverse logistics and e-commerce returns: Increasing online sales result in high return volumes, adding complexity,
operational costs, and time delays for apparel logistics and fulfilment operations.
• Regulatory & compliance challenges: Evolving customs, trade, environmental, and labour regulations impose
additional compliance costs and may slow down operations or disrupt cross-border supply chains.
• Vulnerability to global trade uncertainties: Trade disputes, tariffs, and fluctuating international demand can disrupt
import-export operations and affect the stability of apparel supply chains.
• Rising fuel and operational costs: Volatility in fuel prices and rising transportation expenses increase the cost of
logistics, impacting margins and overall supply chain efficiency.
• Limited adoption of sustainable SCM practices: Low penetration of eco-friendly and green logistics solutions
increases environmental risk, affects regulatory compliance, and may reduce brand competitiveness in sustainability-
conscious markets.
5. Government Initiatives and Policy Support
The Indian government has implemented multiple initiatives to modernize the supply chain and logistics ecosystem, reduce
operational costs, improve infrastructure, and enhance efficiency. These initiatives focus on multimodal connectivity,
digital integration, regulatory simplification, and infrastructure development, benefiting SCM providers across industries.
• PM Gati Shakti – National Master Plan for Multi-Modal Connectivity is a flagship initiative designed to integrate
road, rail, inland waterways, ports, and air transport under a unified national plan. By enabling coordinated planning
across multiple ministries and agencies, this program addresses bottlenecks in freight movement, reduces transit times,
and supports more reliable logistics operations. For SCM providers, it creates opportunities for optimized routing,
better multimodal integration, and enhanced predictability in supply chain networks.
• National Logistics Policy - The National Logistics Policy (NLP 2022) seeks to reduce logistics costs from historically
high levels to more competitive benchmarks through infrastructure development, regulatory simplification,
standardization, and digital platform integration. It streamlines processes such as customs clearance, permits, and
warehousing regulations, while encouraging private sector participation in the development of logistics parks and
multimodal hubs. This policy strengthens operational efficiency and cost competitiveness for SCM companies,
particularly in freight-heavy and distribution-intensive sectors.
• Dedicated Freight Corridors - The development of Dedicated Freight Corridors (DFC) represents another
transformative step in supply chain modernization. By separating freight traffic from passenger rail networks, DFCs
increase speed, reliability, and overall capacity for bulk and long-distance freight. SCM operators benefit from faster
transit times, reduced congestion, and enhanced capacity for high-volume movement of goods.
• Logistics parks, multimodal warehousing, and cold storage development - Under public-private partnership
models provide SCM providers with access to organized storage, centralized distribution hubs, and optimized
inventory management solutions. These facilities enable improved last-mile delivery, reduce handling costs, and
support efficient consolidation and deconsolidation of shipments across regions.
• Sagarmala Initiative - The Sagarmala initiative, focused on port modernization and coastal shipping, strengthens
connectivity between ports and inland transport networks. This initiative facilitates faster turnaround at ports, reduces
bottlenecks, and offers cost-effective alternatives to road and rail transport for long-distance freight. SCM providers
gain from reduced logistics costs, faster shipment cycles, and enhanced reliability in both domestic and international
supply chains.
• Digital Integration & E-Logistics Platforms: Government-led initiatives encourage the adoption of digital tools for
freight tracking, e-booking, automated documentation, and regulatory compliance. SCM companies benefit from
improved visibility, predictive inventory management, reduced delays, and greater operational transparency.
• Skill Development & Training Programs: Through Skill India and related programs, the government is enhancing
workforce capabilities in warehouse management, digital logistics, and transport operations. This ensures that SCM
providers have access to trained personnel capable of operating advanced logistics solutions, automation, and
technology-enabled supply chains.

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These initiatives collectively strengthen India’s apparel supply chain ecosystem by improving infrastructure, connectivity,
digital adoption, and workforce capabilities. Apparel manufacturers and SCM providers benefit from reduced logistics
costs, faster turnaround, scalable operations, and enhanced competitiveness both domestically and globally. Aligning
operations with these government programs enables companies to respond effectively to growing consumer demand, e-
commerce expansion, and export opportunities.
6. Technology & Digital Transformation
The Indian supply chain in focus to apparel is undergoing a profound transformation, driven by rapid digital adoption,
smart manufacturing technologies, e-commerce growth, and sustainability imperatives. These technological shifts are
reshaping how apparel is designed, produced, distributed, and retailed, enabling faster speed-to-market, cost efficiency,
and improved customer experience.
• Smart Manufacturing and Automation - The apparel industry is rapidly adopting advanced technologies such as
CAD (Computer-Aided Design), 3D virtual sampling, and automated cutting/sewing machines to reduce lead times
and human dependency. Robotics and laser cutting are enabling mass customization and faster turnaround, while 3D
prototyping reduces fabric wastage by minimizing the need for multiple physical samples. This shift is making
production more precise, cost-efficient, and scalable.
• Digital Supply Chain & Monitoring - Digitalization of supply chains through IoT, RFID tags, and blockchain is
giving apparel companies real-time visibility of inventory, order status, and logistics. RFID-enabled tracking allows
retailers and e-commerce platforms to optimize warehouse management and reduce stockouts. Blockchain-led
transparency ensures traceability “from cotton farm to consumer,” which is increasingly demanded by global buyers
for sustainability and ethical compliance.
• E-Commerce & Omnichannel Retail - The growth of e-commerce has transformed apparel retail with AI-driven
product recommendations, AR/VR-powered virtual try-ons, and digital fitting rooms that help reduce returns and
improve the online shopping experience. Omnichannel models, where physical stores integrate with online platforms,
allow consumers to buy online and pick up in-store (BOPIS), or return products seamlessly across channels. Social
commerce via Instagram, Facebook, and live shopping is further boosting apparel brand engagement.
• Digital Clothing- In the current digital age, technology has drawn consumers towards digital personas and digital
clothing, propelled by the diverse applications of AI and emerging technologies. Fashion brands now have the
capability to discern consumer preferences and tastes with remarkable accuracy using available data sets. Moreover,
digital social media platforms have transformed the landscape of serviceability. For example, companies like Amazon,
Flipkart, and Myntra have all played pivotal roles in the realm of digital marketing.
• Sustainability & Green Technologies - Global sustainability pressures are driving adoption of eco-friendly
innovations such as waterless dyeing, enzyme-based washing, and digital textile printing to reduce water and chemical
usage. Closed-loop recycling systems are being set up to convert post-consumer waste into new textiles. Brands are
using organic and recycled fibres, biodegradable fabrics, and green certifications to align with consumer demand for
responsible fashion. This trend is particularly strong in export-driven Indian apparel manufacturers.
• Pattern Designing and Cutting - CAD systems digitise and refine patterns for greater accuracy, which translates into
more efficient cutting processes. Machine Learning algorithms can leverage historical data to refine pattern making,
aiming to minimise fabric waste, reduce production costs, and enhance the productivity of the design and cutting
departments.
7. PESTLE Analysis of the Industry
The supply chain for the Indian apparel sector operates in a dynamic macro-environment influenced by policy reforms,
economic trends, technological advances, and evolving consumer and sustainability expectations. These factors shape
logistics efficiency, operational costs, scalability, and global competitiveness.
Factor Description / Impact on Apparel Supply Chain
Political Government initiatives such as the National Logistics Policy (2022) and PM Gati Shakti enhance
multimodal connectivity, reduce bottlenecks, and improve freight efficiency.
Trade agreements (India-UAE CEPA, India-Australia ECTA, India-EU/UK FTAs) expand export
opportunities. Make in India and Atmanirbhar Bharat promote domestic sourcing of fabrics and trims,

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 strengthening supply chain resilience.
Economic Rising fuel and freight costs, raw material price volatility, and working capital constraints for MSMEs
impact supply chain costs. Investment in integrated warehousing, cold chains, and 3PL/4PL services
improves efficiency and reduces lead times. China+1 sourcing strategy provides global opportunities
for Indian apparel supply chains.
Social Urbanization, rising disposable incomes, and changing fashion trends increase demand for fast
fashion and athleisure, requiring agile supply chains. Consumer emphasis on ethical sourcing and
labour standards demands transparency. E-commerce and social media trends necessitate rapid
replenishment and flexible distribution networks.
Technological Adoption of IoT, RFID, GPS tracking, ERP, and SCM software enables real-time inventory visibility,
predictive demand forecasting, and coordinated operations. Warehouse automation, AI-driven
logistics analytics, and digital platforms optimize last-mile delivery, returns management, and
responsiveness to consumer demand.
Legal Supply chains must comply with labor laws, environmental regulations, and safety standards. Export-
import and customs regulations impact cross-border shipments. International buyers enforce social
audits, workplace safety, and environmental compliance. Emerging data protection laws affect digital
SCM platforms and e-commerce operations.
Environmental Adoption of green logistics practices, electric fleets, renewable-energy warehouses, and eco-friendly
packaging reduces environmental impact. Reverse logistics, recycling, and circular supply chain
models address sustainability pressures. Global ESG compliance requirements are shaping supply
chain practices for Indian apparel exporters.

8. Competitive Landscape
The Indian apparel supply chain ecosystem is highly competitive, driven by fragmentation, operational efficiency,
technological adoption, and market demands. The growth of e-commerce, fast fashion, and organized retail has intensified
competition among logistics providers, warehousing operators, and distribution networks serving apparel manufacturers
and retailers.
8.1 Key factors shaping competition
• Fragmented Supply Chain Network: The apparel supply chain is highly fragmented, particularly among small and
medium logistics providers, regional warehouses, and transport operators. SMEs dominate large portions of the
market, often competing on cost rather than service quality or technological capabilities. This leads to thin margins,
variable service levels, and inconsistent delivery performance, especially in Tier-II and Tier-III regions.
• Cost Efficiency and Operational Optimization: Supply chain efficiency is a critical competitive differentiator.
Providers that optimize warehousing, transportation, inventory management, and last-mile delivery gain an edge.
Integration with manufacturers and e-commerce platforms enhances responsiveness, reduces lead times, and lowers
operating costs. Clusters with better infrastructure, skilled labour, and proximity to ports or consumption hubs enjoy
faster turnaround and cost advantages.
• Technology Adoption and Digital Integration: Companies that adopt advanced supply chain technologies such as
RFID tracking, IoT-enabled inventory, AI-driven demand forecasting, and warehouse automation achieve better
visibility, accuracy, and responsiveness. Digital integration across manufacturers, logistics providers, and e-commerce
platforms allows real-time monitoring, predictive replenishment, and efficient returns management, providing a
competitive advantage.
• Compliance and Standardization: Export-oriented apparel supply chains are increasingly evaluated on quality,
social, and environmental compliance. International buyers prefer logistics providers that ensure traceability, timely
shipments, and adherence to certifications and audit standards (e.g., GOTS, OEKO-TEX, BCI). Compliance
capabilities influence eligibility for global supply contracts, making standardization and traceability key competitive
factors.
• Integration with Omnichannel and E-Commerce Operations: Supply chains that can seamlessly manage
omnichannel distribution—supporting offline retail, online platforms, and hybrid models (BOPIS, curbside pickup)—

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 have a competitive edge. Efficient reverse logistics for returns, cross-docking, and flexible inventory allocation are
critical for meeting consumer expectations in fast-moving fashion and e-commerce segments.
8.2 Competitive Strategies
The Indian apparel manufacturing sector, integrated with rapidly evolving supply chain management practices, operates in
a highly dynamic and competitive environment. Companies adopt a combination of cost, innovation, technology,
sustainability, and market expansion strategies to strengthen positioning, enhance operational resilience, and capture
growth opportunities in both domestic and global markets.
1. Cost Leadership and Scale Efficiency: Firms focus on low-cost procurement of raw materials, lean manufacturing
practices, cluster-based production (e.g., Tiruppur, Surat, Ludhiana), and large-scale outsourcing to optimize margins.
Efficient SCM operations—including bulk logistics, vendor consolidation, and route optimization—enable timely
delivery and cost competitiveness, helping brands offer value to price-sensitive consumers.
2. Product Differentiation and Innovation: Innovation in fabrics, functional clothing, performance wear, and
sustainable materials (organic cotton, bamboo fibres, recycled polyester) creates competitive advantage. SCM plays a
critical role by enabling rapid inventory movement, quick replenishment, and integration with e-commerce platforms
to support fast-fashion cycles and limited-edition launches.
3. Branding, Retail Presence, and Consumer Loyalty: Strong branding and omnichannel retail presence, including e-
commerce integration, help apparel companies retain consumers. Efficient supply chains ensure consistent product
availability across stores and online platforms, enhancing customer satisfaction and loyalty. D2C models rely heavily
on streamlined SCM for last-mile delivery and personalized experiences.
4. Technology and Digital Transformation: Automation in manufacturing, CAD/CAM tools, digital prototyping, and
AI-driven demand forecasting reduce costs and time-to-market. In SCM, predictive analytics, warehouse automation,
and AR/VR-enabled online experiences optimize inventory, minimize delivery delays, and enhance consumer
engagement.
5. Sustainability and Compliance as Market Differentiators: Eco-friendly dyeing, energy-efficient production, ethical
labour practices, and circular business models are increasingly adopted. SCM systems support traceability, reduce
carbon footprint through route optimization, and ensure compliance with certifications such as GOTS, OEKO-TEX,
and Fair Trade, appealing to environmentally conscious consumers.
6. Global Expansion and Export Competitiveness: Export-focused hubs leverage reliable supply chains to meet
international quality and delivery standards. Diversification into emerging markets (Middle East, Africa, Southeast
Asia) and compliance-driven logistics strengthen global partnerships while reducing dependence on a few regions.
7. E-Commerce and Direct-to-Consumer (D2C) Models: E-commerce marketplaces and D2C strategies intensify
competition. Efficient supply chains, including integrated warehousing, real-time tracking, and reverse logistics for
returns, are critical to ensuring timely delivery, cost control, and superior customer experience. Hybrid models
combining offline stores and digital-first campaigns rely on seamless SCM execution to succeed.
8.3 Barriers to Entry
The Indian apparel sector, while offering significant opportunities, presents several barriers for new entrants, particularly
in supply chain management (SCM). Effective SCM is critical for competitiveness, and new players must overcome
challenges related to capital, technology, procurement, operations, and regulatory compliance.
1. High Capital Investment: Setting up robust Supply chain management operations—including warehousing,
transportation fleets, IT-enabled inventory systems, and automated fulfilment centres—requires substantial
investment. Advanced requirements such as cold storage, RFID-enabled tracking, and sustainability-compliant
facilities increase initial costs for newcomers.
2. Technology and Compliance Requirements: Global apparel buyers demand adherence to strict environmental,
social, and quality standards. SCM players need systems for quality control, traceability, and compliance with
certifications such as ISO, GOTS, and OEKO-TEX, requiring both technical expertise and financial resources.
3. Raw Material Availability and Procurement: New entrants face challenges in sourcing raw materials
efficiently. Established apparel manufacturers often maintain long-term supplier contracts or in-house production,

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 giving them cost and reliability advantages. SCM operations for newcomers must manage fluctuating cotton
prices, imported specialty fibres, and timely procurement to remain competitive.
4. Brand Loyalty and Buyer Relationships: Supply chain efficiency is closely tied to buyer trust and reliability.
Established manufacturers enjoy long-standing relationships with global and domestic buyers, making it
challenging for new entrants to secure contracts without proven delivery performance and compliance credentials.
5. Labor Availability and Skill Gaps: Effective SCM requires trained personnel for warehouse management,
inventory control, transportation planning, and logistics analytics. Skill shortages, high attrition rates, and regional
disparities in workforce capabilities pose significant challenges for new entrants.
6. Economies of Scale and Operational Efficiency: Existing players benefit from scale in procurement, bulk
logistics, and distribution, which enables competitive pricing and faster turnaround times. Smaller entrants often
struggle to achieve similar efficiencies, impacting cost competitiveness and service reliability.
7. Policy and Regulatory Complexity: SCM operations are impacted by labour laws, environmental regulations,
GST compliance, import-export norms, and logistics-related permits. Inconsistent implementation of government
schemes and complex paperwork add operational hurdles for newcomers.
8. Access to Finance: Securing working capital or project financing is a challenge for small SCM players. Limited
credit histories, lack of collateral, and bureaucratic loan processes restrict the ability to invest in technology,
expand logistics networks, or manage seasonal demand fluctuations.
9. Integration with Digital and E-Commerce Platforms: New entrants must invest in IT infrastructure to integrate
with e-commerce platforms, track inventory in real-time, manage reverse logistics, and optimize last-mile
delivery. Delays or inefficiencies in these systems can limit competitiveness against established players.
8.4 Consolidation Trends
The apparel supply chain in India is undergoing rapid consolidation, driven by rising globalization, digital transformation,
sustainability imperatives, and the evolving nature of apparel manufacturing. Companies are increasingly focusing on
integrated, technology-driven, and agile supply chain models to improve efficiency, cost competitiveness, and customer
responsiveness across domestic and export markets.
• Integration of End-to-End Supply Chain Solutions: Apparel brands and manufacturers are shifting from
fragmented operations toward integrated supply chain management systems encompassing sourcing, production,
logistics, warehousing, and distribution. This consolidation allows for real-time coordination between vendors,
production units, and retailers, enhancing visibility and reducing lead times.
• Adoption of Technology and Digital Platforms: Digital transformation is central to apparel SCM consolidation.
Companies are deploying AI, IoT, and blockchain to improve transparency, demand forecasting, and inventory
management. Cloud-based SCM platforms enable seamless collaboration among suppliers, logistics providers,
and retailers, reducing inefficiencies and improving order fulfillment accuracy.
• Emergence of Third-Party Logistics (3PL) and 4PL Players: With increasing e-commerce penetration and
export expansion, apparel brands are partnering with 3PL and 4PL providers for logistics, warehousing, and
reverse logistics. This trend is leading to consolidation among logistics service providers to handle large-scale
apparel distribution and to offer integrated multimodal solutions.
• Focus on Sustainable and Ethical Supply Chains: Sustainability is reshaping apparel supply chain
consolidation. Firms are increasingly sourcing eco-friendly raw materials, adopting low-carbon transportation,
and implementing traceability tools to ensure ethical sourcing. International buyers are prioritizing suppliers with
transparent and sustainable SCM practices, driving collaboration and mergers among compliant firms.
• Vendor Consolidation and Strategic Partnerships: To mitigate supply disruptions and ensure quality
consistency, apparel manufacturers are streamlining vendor bases and forming long-term partnerships with key
suppliers. This vendor rationalization reduces dependency on multiple small players and enhances bargaining
power while improving supply reliability and compliance standards.
• Expansion of Domestic Logistics Infrastructure: The development of logistics parks, dedicated freight
corridors, and multimodal transport systems under initiatives like PM Gati Shakti is driving SCM consolidation.

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 Apparel manufacturers are aligning with these infrastructure advancements to optimize domestic distribution
networks, reduce transportation costs, and improve delivery timelines.
• Data-Driven Decision Making and Predictive Analytics: Data analytics is becoming a cornerstone of SCM
consolidation in the apparel sector. Predictive demand forecasting, automated replenishment, and data-driven
procurement strategies are enabling brands to respond swiftly to changing consumer trends and reduce wastage,
particularly in fast-fashion segments.
• Increased Collaboration Between Manufacturers and Retailers: The traditional gap between apparel
production and retailing is narrowing as both segments share real-time data and demand forecasts. Collaborative
planning, forecasting, and replenishment (CPFR) systems are fostering better alignment, reducing stockouts, and
improving supply chain agility.
• E-commerce and Omni-Channel Distribution Integration: With the exponential rise of online fashion retail,
apparel supply chains are consolidating around omni-channel distribution models. Integration of online and offline
inventory systems enables efficient order processing, last-mile delivery optimization, and reverse logistics
handling for returns—critical in maintaining competitiveness in fast-changing consumer markets.
• Rise of Cluster-Based Supply Chain Hubs: Regional apparel hubs such as Tiruppur, Surat, and Ludhiana are
emerging as consolidated supply chain ecosystems where manufacturers, logistics providers, and exporters
collaborate to leverage shared infrastructure, technology, and resources. These clusters enhance operational
efficiency, reduce costs, and strengthen India’s global apparel competitiveness.
8.5 Key Industry Players
The Indian apparel & Supply Chain management sector is populated by a diverse mix of regional and national players.
Among them, companies such as Bang Overseas Limited, Mamta Fabrics Pvt Ltd and Shakti Trendz Pvt Ltd stand out as
notable peers, each with unique strengths and positioning in the industry.
[Link] Overseas Limited - Bang Overseas Ltd is one of the leading manufacturers and exporters of men's wear.
Headquartered in Mumbai, fast growing company was established in the year 1992. Since then, the company have been
engaged in apparel, textile and retail market. Also, focused on the men's wear section however also deal in providing rare
services like concept development, designing, manufacturing, logistics and marketing. All the products are made from
superior quality fabrics & are ranged very competitively. The company has built two fully equipped and modern apparels
manufacturing units in Bangalore. These units have been made with state of art machinery that helps to manufacture
flawless clothing for men. These two modern manufacturing units are named as Reunion Clothing Company and Formal
Clothing Company.
Product – Men’s wear and casual wear
[Link] Fabrics Pvt Ltd - Established in the year 2003, but Group founded since 60 yrs. The company is
a leading Manufacturer and Supplier of 100% Cotton, Poly cotton and other blended Fabrics for Work wear, Fashion and
Casual wear, they produce and process all kinds of weaves including Cellular, Satins, Poplins, Bedford cords, and Sheeting
Cloth including Drills & Twills. MFPL is professionally managed company with over 300 employees to take care of each
aspect of Production, Management, Delivery schedule, etc.
Product – Manufacture fabrics for women wear, night wear, Kids Wear, Shirt and bottom wear for Men, women and kids.
[Link] Trendz Pvt Ltd - Based out of Bangalore, Shakti Trendz Pvt. Ltd. began as a small-scale operation and has
grown into a sizable fashion sourcing and manufacturing firm with a workforce of over 5,000 employees. Shakti Trendz
positions itself as a one-stop solution for apparel design and manufacturing—from fabric sourcing to final delivery. Its
product expertise spans men’s and kids’ wearable categories, including formal and casual shirts, denim and woven bottoms,
jackets, and leisurewear. The company operates both as a garment manufacturer and a supply chain partner for fabrics and
accessories.
Client Base
Domestic buyers include major names such as Aditya Birla, Arvind Retail, Reliance Retail, Flipkart, Myntra, Walmart
India, Raymond Apparel, among others. International clients span brands and retailers like Amazon (overseas), Pepe Jeans,
Ripley, Landmark Dubai and several regional fashion chains across Latin America and the Middle East.
8.6 Company Positioning – Fractal Industries Limited
Fractal Industries Limited is a fast-growing integrated player in the Indian apparel manufacturing and e-commerce supply

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chain ecosystem. The company is engaged in the production of garments and the provision of end-to-end warehousing and
logistics solutions for leading e-commerce platforms. By combining manufacturing excellence with technology-enabled
fulfilment capabilities, Fractal has positioned itself as a preferred partner for both brand owners and online marketplaces
seeking to streamline their retail operations.
Headquartered in Mumbai, Fractal operates with a Pan-India footprint supported by strategically located warehouses in
Gujarat, Karnataka, Gurgaon, Kolkata, and other key metro hubs. This extensive network ensures efficient order fulfilment
and last-mile connectivity, enabling the company to serve domestic markets and international exports with speed,
reliability, and consistency. The company’s integrated model — spanning from fabric sourcing and garment manufacturing
to warehousing, logistics, and final dispatch — provides complete supply chain control and operational agility.
Manufacturing & Fulfilment Capacity
Fractal has established a monthly garment production capacity of 200,000 units, complemented by a supply chain
infrastructure capable of managing 10,000 daily shipments, with plans to scale up to 100,000 daily shipments soon.
Warehouses across metro cities act as fulfilment centres, ensuring efficient e-commerce order processing. The company
sources fabric from leading Indian mills, aligning seasonal production cycles with demand, while finished goods are
strategically stored for faster turnaround.
Market Presence & Product Portfolio
Fractal Industries supplies directly to leading e-commerce platforms such as Myntra, Flipkart, Ajio, while actively
expanding into new partnerships. Its apparel portfolio spans across key customer segments:
• Men’s Wear – Shirts, shorts, jackets

• Women’s Wear – Shirts, tops, trousers, skirts, dresses, tunics

• Kids’ Wear – Shirts

Through its dual strengths in garment manufacturing and technology-enabled supply chain solutions, Fractal Industrial
Limited has created a strong competitive positioning in the apparel and e-commerce ecosystem. Its integrated, Pan-India
operations, combined with scalable manufacturing and fulfilment capacity, allow the company to deliver speed, efficiency,
and reliability — aligning with the evolving needs of online retail in India and international markets.

8.7 SWOT Analysis

Strengths Weaknesses
Strong partnerships with leading brands like Myntra, Heavy reliance on key clients like Myntra and Ajio for
Ajio, and retail giants such as Reliance Retail and large-scale contracts, creating concentration risk.
Shoppers Stop. High working capital dependency due to e-commerce
Robust manufacturing capacity of 200,000 garment payment cycles (bi-weekly settlements, commission
units per month and scalable logistics (10,000+ daily deductions).
shipments with plans for 100,000). Focus on Tier-1 markets may limit penetration in Tier-
Launch of proprietary brands like 7ate9 (fashion) , 2/3 cities, where e-commerce growth is accelerating.
diversifying revenue streams.
wo decades of experience in quality manufacturing
with U.S. A.Q.L. standards and dedicated quality
assurance team.

Opportunities Threats

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 Rapid growth of Indian e-commerce and online Intense competition from large domestic and global
fashion retail, especially among Gen Z and Gen Alpha. garment manufacturers, as well as specialized e-commerce
Rising demand for fast fashion, sustainable apparel, logistics players.
and ethical supply chains provides scope for brand Volatility in raw material prices (cotton, fabrics)
differentiation. impacting manufacturing costs and margins
Government support through PLI schemes, PM Fast-changing fashion trends and consumer
MITRA textile parks, and “Make in India” initiatives. preferences pose inventory and design risks.
Expansion of proprietary brands (7ate9) can create Regulatory risks around labour codes, sustainability
higher-margin revenue streams. norms, and compliance standards in global exports.
Heavy dependence on E-commerce platforms
(Flipkart, Myntra and Ajio) for brand visibility and sales;
any reputational issue, negative customer perception, or
delisting on these platforms could significantly damage
revenues and brand image.

9. Future Outlook
The supply chain landscape within the apparel industry is undergoing rapid transformation, driven by technological
advancements, evolving consumer preferences, and increasing regulatory scrutiny. The future of supply chain management
is expected to be shaped by the following key trends:
The Indian Supply Chain Management market, estimated at USD 2.38 billion in 2024 and projected to reach USD 6.83
billion by 2034 at a CAGR of 11.11%, demonstrates robust growth potential over the forecast period. The high CAGR
reflects strong demand for efficient, technology-driven supply chain solutions, driven by the rapid expansion of e-
commerce, organized retail, and industrial sectors in India. Increasing adoption of automation, warehouse management
systems, logistics tracking, and AI-based forecasting is enhancing operational efficiency and reducing costs, further
supporting market expansion. Overall, the sector presents significant opportunities for domestic and international players
to invest in scalable, tech-enabled supply chain solutions to cater to a rapidly evolving market landscape
1. Omnichannel Retail and Connected Supply Chains - The shift towards omnichannel retailing, where consumers
engage across physical stores, e-commerce platforms, and mobile applications, necessitates real-time inventory
visibility and integration. The adoption of technologies such as RFID (Radio Frequency Identification) is enabling
brands to track products across the value chain—from manufacturing to point of sale—enhancing operational
efficiency and customer experience.
2. End-to-End Value Chain Integration - Companies are increasingly focusing on integrating all stakeholders—
ranging from raw material suppliers to retailers—within a unified digital ecosystem. This integration supports
enhanced process automation, reduced production lead times, and improved cost efficiencies, while also strengthening
quality control measures at each stage of the supply chain.
3. Traceability and Transparency - In response to heightened consumer awareness and regulatory requirements, brands
are investing in digital traceability solutions. These systems provide visibility into sourcing origins, labour practices,
and environmental impact. Such transparency not only ensures compliance with emerging global standards but also
builds brand trust and competitive differentiation in the marketplace.
4. Advanced Analytics and Artificial Intelligence - Artificial Intelligence (AI), Big Data, and predictive analytics are
increasingly being utilized to optimize demand forecasting, inventory planning, and trend prediction. The ability to
analyze large volumes of consumer and market data in real-time supports faster and more informed decision-making,
reducing dependency on manual processes and subjective judgment.
Overall, the future of supply chain management in the apparel sector will be characterized by greater digitization, agility,
and sustainability. Companies that adopt a proactive approach to supply chain modernization are expected to achieve
improved responsiveness, cost control, and customer satisfaction.

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 BUSINESS OVERVIEW
The following information is qualified in its entirety by, and should be read together with, the more detailed financial
and other information included in the Draft Red Herring Prospectus, including the information contained in the chapter
titled “Risk factors” beginning on page no. 25 of the Draft Red Herring Prospectus. In this chapter, unless the context
requires otherwise, any reference to the terms “We”, “Us” “Fractal Industries Limited” and “Our” refers to Our Company.
Unless stated otherwise, the financial data in this section as per our Restated Consolidated Financial Statements prepared
in accordance with Accounting Standard set forth in the Draft Red Herring Prospectus.
OVERVIEW
Our Company was incorporated as “Fractal Industries Private Limited” as a private limited company under the provisions
of the Companies Act, 2013 vide Certificate of Incorporation dated January 9, 2020, issued by Assistant Registrar of
Companies, Central Registration Centre. Further, our Company was converted from a private limited company to public
limited company pursuant to special resolution passed in the Extra-Ordinary General Meeting of our Company dated
February 24, 2025 and consequently, the name of our Company was changed from “Fractal Industries Private Limited” to
“Fractal Industries Limited” and a fresh certificate of incorporation dated March 13, 2025 was issued to our Company by
the Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies, Central Processing Centre.
The Corporate Identification Number of our Company is U14101MH2020PLC335773.
Our Company was incorporated by Mr. Pankaj Bishwanath Agrawal and Mrs. Priti Pankaj Agrawal, being subscriber to
Memorandum of Association. Currently, Mr. Pankaj Bishwanath Agrawal and Mrs. Priti Pankaj Agrawal are the promoters
of our Company since its inception.
Our Company is engaged in the business of designing, sourcing and manufacturing of garments and providing end-to-end
warehousing and supply chain services to e-commerce platforms. Having Pan India presence, Fractal Industries is a full
service garment manufacturing and technology-driven supply chain management company focused on fast moving, high
quality apparel for e-commerce marketplaces (Myntra, Ajio and similar platforms). We integrate agile design-to-delivery
manufacturing, scalable production capabilities, rigorous quality control, and data-driven supply chain management to help
brands and private labels accelerate speed-to-market, improve margins, and enhance customer satisfaction. We also provide
integrated supply chain and fulfillment solutions that enable apparel brands, partners, and marketplaces to optimize and
streamline their e-commerce operations. Initially, our Company started manufacturing garments for Myntra. Gradually,
year on year basis, company started manufacturing for other marketplaces as well. With a monthly manufacturing capacity
of more than 3,00,000 garment units our Company has built a robust supply chain capable of handling multiple daily orders
and shipments across multiple marketplaces. Our Manufacturing unit is located at Mumbai with warehouses located in
Gujarat, Maharashtra, Haryana, West Bengal and Karnataka. Our Company also offers a wide array of value added services
to enhance e-commerce operations including Product Management System, Data Analytics, Integrated Logistics
Management, Order Management System, Inventory and Returns Management, Order Anomaly Detection, Multi Channel
Sales Enablement.
We attribute our growth in this industry under the able leadership and guidance of Mr. Pankaj Bishwanath Agrawal
(Promoter, Chairman and Managing Director), Mrs. Priti Pankaj Agrawal (Promoter), and a dedicated qualified team of
professionals of the Company. Mr. Pankaj Bishwanath Agrawal has an overall entrepreneurial experience of more than 22
years in the Supply Chain Management and Apparel Manufacturing Industry. Mr. Pankaj Bishwanath Agrawal has played
a key role in formulating policies, procedures and devising organizational development plans. His leadership skills,
business understanding, expertise and significant experience are instrumental for the growth of our business. His vision
has helped the Company to identify opportunities well in time. Currently he overlooks production, accounts and marketing
department of the Company. Mrs. Priti Pankaj Agrawal overlooks after the human resource and administration department
in the Company and has over 22 years of experience in the Supply Chain Management and Apparel Manufacturing Industry.
For further details of our promoters and our management, please see chapters titled “Our Promoters and Promoters’
Group” and “Our Management” on page no. 209 and 193 of this Prospectus.
Our Company has a subsidiary, Nested Brands Private Limited which was incorporated on April 6, 2025 and is engaged in
the business of brand creation, including the development of brand identities, concept and strategies for itself as well as for
other companies and parties.

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BUSINESS MODEL

Our Business

Outright Sale of PPMP Model for Sale of

Direct Sale of Garments
Garments Garments (Own & Job
(Own Brand
(Manufacturing on Job Work Manufacturing +
Manufacturing)
Work) Warehousing)

1. Outright Sale of Garments:

In the Outright Sale model, the Company manufactures garments or provides to third party vendor on job work basis and
sells finished garments directly to e-commerce platforms (such as Myntra, Ajio, or Flipkart) or to other online retailers.
The e-commerce platform then owns the product and is responsible for its sale to the end customer. Once the garments are
delivered to the e-commerce platform or retailer, they become the platform’s property. The Company no longer has any
stake or involvement in the product after the sale, aside from potential returns or issues related to quality. A fixed price per
unit of the garment is finalized with e-commerce platform. The platform purchases the garments from Company at
wholesale price and then resells them to end customer at a retail price. The e-commerce platform provide payment within
few days after a sale has been made or provides upfront payment or deposit when goods are shipped, but the full payment
is usually contingent on the sale or within a set period. Once the Company ships the products to the e-commerce platform,
the platform assumes responsibility for warehousing, inventory management, and order fulfillment. Once the garments are
sold to the e-commerce platform, the buyer can return them based on the platform's return policy. The Company often has
to handle quality issues or returns due to defective items, but the platform handles logistical returns from customers. Here,
the e-commerce platform is responsible for the branding, marketing, visibility, and promotion of the products on its website
or app.
2. PPMP Model (Pure Play Market Place) for Sale of Garments:
Under the PPMP Model, the Company is responsible for designing, sourcing and manufacturing garments under the brands
owned by the e-commerce platforms (such as Myntra, Ajio or Flipkart). The Company receives rights to design and
manufacture garments under the brands owned by the market places and sell the garments through the market place
platform for which the e-commerce platforms charge commission. Our company shall be responsible to forecast the demand
for garments, plan the designing, sourcing and manufacturing of garments, inventory management and ultimate sell through
e-commerce platform.
Under this Model, the Company owns and manages tech enabled warehouses for fast e-commerce delivery of garments
bought on Myntra’s platform. PPMP integrates directly with WMS (Warehouse Management System). Every finished
garment arriving from manufacturing unit is digitally traceable from the moment it enters the warehouse. This creates end-
to-end visibility across production → storage → customer delivery → returns. When new stock arrives from the
manufacturing unit, our warehouse team's first job is to receive it. This involves unloading the goods, verifying them
against purchase orders, and conducting a quality check to ensure they are not damaged. After inspection, each item is
stored systematically. Products are assigned to specific locations (aisles, racks, and bins) and their Stock Keeping Units
(SKUs) are scanned into the system. This ensures that every product can be located quickly when an order comes in. The
company is responsible for ensuring that the stock levels displayed on the market place’s app are a perfect match with the
physical inventory in their warehouse. This real-time synchronization is vital to prevent "stock-outs". When a customer
places an order on Myntra, it is instantly pushed to the dashboard of Company or our integrated WMS. Orders are processed

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from the nearest warehouse within 48 hours of receipt. The picked items are brought to a packing station. Here, they are
verified one last time against the order details. The item is then packed according to Market Place’s specific guidelines.
This may include using Market Place-branded tapes, specific polybags, or boxes to create a uniform and professional
customer experience. An invoice is printed and placed inside the package. A shipping label, generated through Market
Place's system, is printed and securely attached to the sealed package. This label contains the customer's address, tracking
information, and barcodes essential for the logistics process. The Company marks the order as "Ready to Ship" in their
Myntra portal. This digital action signals Market Place's logistics partner that the package is ready for collection. The
delivery agent scans each package upon pickup. This scan officially transfers the custody of the shipment from the company
to Market Place's logistics partner.
3. Direct Sale of Garments (Own Brand Manufacturing):
Under this model, the Company manufactures its own garments and sells directly to customers through e-commerce
platforms or other online channels. The products under the Company’s own brand name is established on e-commerce
platforms like Myntra, Ajio, Flipkart and other platforms as a direct seller. This provides immediate access to a massive
existing customer base but involves paying commissions and adhering to the marketplace's rules. Under this model, the
Company manages its stock from its own warehouse. When a customer places an order, the Company is responsible for
managing the entire fulfillment process right from pick up, packing, shipping till delivery of product and customer returns.
The Company has initiated the design, development and production of apparels under its own brand “7ate9” with effect
from May 26, 2025. However, the commercial sale of the own brand apparels is yet to commence. The sale of own brand
apparels will commence in the financial year 2025-2026.
KEY PERFORMANCE INDICATORS OF OUR COMPANY
(₹ In Lakhs except Percentage and Ratio)
For the year ended
Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(Standalone) (Standalone) (Consolidated) (Consolidated)
Revenue from Operations (1) 2,415.49 8,544.87 4,994.40 8,891.11
Growth in Revenue from Operations
(%) - 71.09% (43.83)% (4.20)%
Total Income (2) 2,417.44 8,551.29 5,000.85 8,891.11
EBITDA (3) 503.52 1,114.81 405.23 413.12
EBITDA Margin (%) (4) 20.83% 13.04% 8.10% 4.65%
Net Profit for the Year/Period (5) 360.50 753.76 226.68 265.83
PAT Margin (%) (6) 14.92% 8.82% 4.54% 2.99%
Return on Equity (%) (7) 20.60% 63.20% 32.27% 58.18%
Return on Capital Employed (%) (8) 11.28% 25.07% 12.33% 19.14%
Debt-Equity ratio (9) 1.28 1.76 2.68 2.38
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
Notes:
1. Revenue from Operations: This represents the income generated by the Company from its core operating operation.
This gives information regarding the scale of operations.
2. Total income includes revenue from operations and other income.
3. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by
obtaining the profit before tax for the year and adding back interest cost, depreciation, and amortization expense.
4. EBITDA margin is calculated as EBITDA as a percentage of Total Income.
5. Profit for the year/period represents the restated profits of the Company after deducting all expenses.
6. PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue from Operations.
7. Return on Equity is calculated as Profit after tax, as restated, attributable to the owners of the Company for the year/
period divided by average equity. Average equity is calculated as average of opening and closing balance of total
equity (Shareholders’ funds) for the year/ period.

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8. Return on capital employed calculated as Earnings before interest and taxes divided by capital employed as at the end
of respective period/year. (Capital employed calculated as the aggregate value of tangible net worth, total debt and
deferred tax liability)
9. Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term
borrowings. Total equity is the sum of share capital and reserves & surplus.
REVENUE BIFURCATIONS
Model Wise Revenue Break Up:
(₹ in Lakhs)
For the period For the Financial Year ended
ended June 30,
2025* March 31, 2025* March 31, 2024* March 31, 2023*
(Standalone) (Consolidated) (Consolidated)
Sr. (Standalone)
Particulars**
No. % of total % of total % of total % of total
revenue revenue revenue revenue
Amount Amount Amount Amount
from from from from
operations operations operations operations
1. Outright Model 237.17 9.82 643.69 7.53 4727.69 94.66 8891.11 100.00
2. PPMP Model 2178.31 90.18 7901.18 92.47 266.70 5.34 0.00 0.00
Total 2415.49 100.00 8544.87 100.00 4994.40 100.00 8891.11 100.00
Note: The Company has initiated the design, development and production of apparels under its own brand “7ate9” with
effect from May 26, 2025. However, the commercial sale of the own brand apparels is yet to commence. The sale of own
brand apparels will commence in the financial year 2025-2026. Hence revenue bifurcation for own brand manufacturing
is not disclosed during the repoting period.
*Rounded Off.
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
Segment Wise Revenue Break-Up:
(₹ in Lakhs)
For the period For the Financial Year ended
ended June 30,
2025* March 31, 2025* March 31, 2024* March 31, 2023*
(Standalone) (Standalone) (Consolidated) (Consolidated)
Sr.
Particulars**
No. % of total % of total % of total % of total
revenue revenue revenue revenue
Amount Amount Amount Amount
from from from from
operations operations operations operations
1 B2B 237.17 9.82 643.69 7.53 4727.69 94.66 8891.11 100.00
2 B2C 2178.31 90.18 7901.18 92.47 266.70 5.34 0.00 0.00
Total 2415.49 100.00 8544.87 100.00 4994.40 100.00 8891.11 100.00
*Rounded Off.
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.

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Product Wise Revenue Break-Up:
(₹ in Lakhs)
For the period ended For the Financial Year ended
June 30, 2025* March 31, 2025* March 31, 2024* March 31, 2023*
(Standalone) (Standalone) (Consolidated) (Consolidated)
Particulars** % of total % of total % of total % of total
revenue revenue revenue revenue
Amount Amount Amount Amount
from from from from
operations operations operations operations
A) Topwear
Shirts 1880.58 77.85 7183.17 84.06 3911.17 78.31 4183.34 47.05
Tops 19.87 0.82 47.98 0.56 2.08 0.04 0.00 0.00
T-shirts 0.74 0.03 1.67 0.02 0.12 0.00 0.00 0.00
Total (A) 1901.19 78.71 7232.82 84.65 3913.38 78.36 4183.34 47.05

B) Bottomwear
Trousers 418.90 17.34 1144.62 13.40 472.30 9.46 1641.62 18.46
Track Pants 16.21 0.67 12.34 0.14 1.36 0.03 338.88 3.81
Shorts 7.90 0.33 1.79 0.02 20.18 0.40 185.87 2.09
Skirts 0.05 0.00 0.00 0.00 4.27 0.09 16.51 0.19
Total (B) 443.05 18.34 1158.75 13.56 498.11 9.97 2182.88 24.55

C) Ethnicwear
Kurta Sets 46.40 1.92 90.50 1.06 288.84 5.78 1512.23 17.01
Kurtas 19.77 0.82 62.17 0.73 212.13 4.25 842.51 9.48
Kurtis 1.31 0.05 0.00 0.00 0.00 0.00 0.00 0.00
Ethnic Dresses 0.58 0.02 0.00 0.00 0.07 0.00 0.00 0.00
Dresses 0.16 0.01 0.00 0.00 32.92 0.66 129.21 1.45
Total (C) 68.22 2.82 152.67 1.79 533.95 10.69 2483.95 27.94

D) Outerwear
Shackets 1.51 0.06 0.00 0.00 0.00 0.00 0.00 0.00
Jackets 1.45 0.06 0.00 0.00 0.00 0.00 0.00 0.00
Shrug 0.06 0.00 0.64 0.01 1.24 0.02 3.75 0.04
Sweatshirts 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Woman Dungarees 0.00 0.00 0.00 0.00 0.00 0.00 35.56 0.40
Total (D) 3.03 0.13 0.64 0.01 1.24 0.02 39.30 0.44

E) Others (Raw 0.00 0.00 0.00 0.00 47.72 0.96 1.64 0.02
Material Trading)
Total (E) 0.00 0.00 0.00 0.00 47.72 0.96 1.64 0.02

Total Revenue 2415.49 100.00 8544.87 100.00 4994.40 100.00 8891.11 100.00
from Operations
(A+B+C+D+E)
*Rounded Off.
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.

142
Market Place Wise Revenue Break-Up:
(₹ in Lakhs)
For the period For the Financial Year ended
ended June 30,
2025* March 31, 2025* March 31, 2024* March 31, 2023*
(Standalone) (Standalone) (Consolidated) (Consolidated)
Sr.
Particulars**
No. % of total % of total % of total % of total
revenue revenue revenue revenue
Amount Amount Amount Amount
from from from from
operations operations operations operations
1 Flipkart 339.72 14.06 389.23 4.56 60.88 1.22 464.77 5.23
2 Myntra 2075.77 85.94 8092.98 94.71 2360.70 47.27 6837.00 76.90
3 Others 0.00 0.00 62.66 0.73 2572.82 51.51 1589.35 17.88
Total 2415.49 100.00 8544.87 100.00 4994.40 100.00 8891.11 100.00
*Rounded Off.
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
State Wise Revenue Break Up:
(₹ in Lakhs)
For the period For the Financial Year ended
ended June 30,
2025* March 31, 2025* March 31, 2024* March 31, 2023*
(Standalone) (Standalone) (Consolidated) (Consolidated)
Sr.
Name of State**
No. % of total % of total % of total % of total
revenue revenue revenue revenue
Amount Amount Amount Amount
from from from from
operations operations operations operations
1 Gujarat 0.00 0.00 240.47 2.81 2838.93 56.84 6042.65 67.96
2 Haryana 63.37 2.62 163.41 1.91 39.54 0.79 412.14 4.64
3 Karnataka 1459.24 60.41 5178.02 60.60 238.92 4.78 299.81 3.37
4 Maharashtra 846.84 35.06 2845.19 33.30 1865.43 37.35 1910.62 21.49
5 Telangana 0.00 0.00 0.00 0.00 0.00 0.00 3.83 0.04
6 West Bengal 46.04 1.91 117.78 1.38 11.58 0.23 222.07 2.50
Total 2415.49 100.00 8544.87 100.00 4994.40 100.00 8891.11 100.00
*Rounded Off.
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.

143
BRIEF DESCRIPTION OF OUR PRODUCTS
Sr No. Product Sub Category Description Sample Image
Category
1. Topwear Shirts, Tops, Casual Shirts: Lightweight, comfortable casual shirts designed for daily wear,
and Tshirts available in cotton, linen, polyester blends, and sustainable fabrics. Styles
include solids, checks, stripes, and prints with options for slim, regular, relaxed
or oversized fits, short-sleeved, half-sleeved, or long-sleeved (with options for
rolling up).

Applications in Fashion:
• Everyday wear for work-from-home, social gatherings, and travel.
• Can be styled with trousers, jeans, joggers, or shorts.

Kids Shirts: Comfortable, playful, and durable shirts designed for Kids, made
from cotton, blends, or soft denim. Available in bright colors, fun prints,
checks, stripes, and easy-to-wear designs in relaxed and regular fits with full
sleeve, half sleeve or roll up sleeve styles.

Applications in Fashion:

• Suitable for casual everyday wear, school, family gatherings, and festive
occasions.
• Easy to style with trousers, shorts and jeans.

144
Denim Shirts: Durable Denim shirts made from various washes of denim
fabric, ranging from light to heavy weight. Available in casual and semi-casual
styles in solids, washed, distressed, faded, or stone-wash finishes for a
contemporary look, slim fit, regular fit, and relaxed fit styles, full-sleeve and
half-sleeve options with roll-up tabs for versatility.

Applications in Fashion:
• Can be styled as stand-alone tops or layered as overshirts/jackets.
• Suitable for casual wear, outdoor use, and smart-casual office attire.

Tops: Trendy, short-length crop tops and long tops designed for women,
crafted from cotton, polyester blends, knits, or lace. Available in fitted, loose,
printed, graphic, ribbed, off-shoulder styles, halter neck, tie front and layered
styles in slim fit, relaxed and oversized fits with Sleeveless, half-sleeve, full-
sleeve, trendy puffed/bell sleeve options.

Applications in Fashion:

• Everyday casual wear paired with jeans, skirts, shorts, or joggers.

• Popular in athleisure collections with high-waist leggings or track pants.
• Widely used in youth, streetwear, and fast-fashion markets.

T-Shirts: Our Tshirts combine comfort, style, and quality craftsmanship.

Manufactured using premium cotton and blended fabrics. They offer softness,
breathability and durability. Designed in various fits, colors, and prints, our T-
shirts cater to casual, athleisure, and promotional wear segments, reflecting
current fashion trends while ensuring superior comfort and finish.

Applications in Fashion:
• Everyday casual wear, athleisure and sportswear, and are popular for
corporate and promotional branding.
• Essential layering garments, easily paired with jackets, shirts, or
accessories, making them a timeless and adaptable element in global
fashion.

145
2. Bottomwear Trousers, Trousers: Formal and semi-formal bottom wear made from suiting fabrics like
Track Pants, polyester-viscose, cotton blends, or stretch fabric. Designed with comfort
Shorts and waistbands, pleats, or flat-front styles. Available in chinos, pleated, slim fit,
Skirts wide leg, regular, relaxed, straight fits, and cargo style options.

Applications in Fashion:
• Suited for business attire, casual outings, and semi-formal looks.
• Includes tailored office trousers, trendy wide-leg silhouettes, and
comfortable stretch trousers for casual wear.
• Can be styled with shirts, t shirts or blazers for multiple occasions.

Track Pants: Athletic bottom wear, lightweight and breathable garment

designed for sports, fitness, leisure, and everyday comfort made with moisture-
wicking fabrics like polyester or blends. Available in straight fit, tapered fit,
side strip designs, zippered hems.

Applications in Fashion:
• Widely used for gym, running, training, and yoga.
• Also popular as lounge and travel wear due to their comfort.
• Can be styled casually with t-shirts, hoodies, and sneakers, making them
part of the athleisure trend.

Shorts: We produce a wide range of shorts designed for comfort, functionality,

and style. Made from cotton, denim, and blended fabrics, our shorts are suitable
for casual, athleisure, and everyday wear. They feature durable stitching,
modern fits, and versatile designs that align with current fashion trends.

Applications in Fashion:
• Shorts are used across casual, sports, and lifestyle segments.
• They are popular for everyday wear during warmer seasons, athleisure and
fitness activities, as well as resort and vacation fashion.
• In contemporary styling, shorts are paired with T-shirts, crop tops, or shirts
to create trendy, comfortable looks suitable for both leisure and urban
fashion settings.

146
 Skirts: We manufacture a variety of skirts that blend comfort, elegance, and
contemporary style. Made from good quality fabrics such as cotton, denim, and
blended materials, our skirts are available in multiple cuts and lengths to suit
casual, formal, and fashion-forward wear. Each piece is designed with attention
to fit, finish, and modern trends.

Applications in Fashion:
• Used across casual, formal, and contemporary fashion segments.
• They are popular for everyday wear, office attire, and occasion dressing,
offering a balance of comfort and style.
• In modern fashion, skirts are styled with tops, shirts, or blouses to create
elegant or trendy looks, making them a staple in women’s wardrobes
across seasons.
3. Ethnicwear Kurta Sets, Kurta Sets: We manufacture Kurta Sets that combine traditional elegance with
Kurtas, Kurtis, modern comfort. Made from good quality cotton, rayon, and blended fabrics,
Ethnic Dresses, our Kurta Sets are designed with fine detailing, vibrant prints, and
Dresses contemporary silhouettes. Suitable for casual, festive, and semi-formal
occasions, they reflect cultural style with a modern appeal.

Applications in Fashion:
• They are widely worn for festive occasions, cultural events, office wear,
and everyday comfort dressing.
• With evolving designs and fabric innovations, Kurta Sets have become
versatile wardrobe essentials, suitable for both casual elegance and formal
ethnic fashion.
Kurtas: We produce Kurtas made from premium fabrics such as cotton, linen,
and blended materials. Designed with attention to comfort, fit, and
contemporary styling, our Kurtas are available in various cuts, patterns, and
finishes, catering to casual, festive, and semi-formal wear while reflecting
timeless ethnic elegance.

Applications in Fashion:
• Versatile garment used in both traditional and contemporary fashion.
• They are popular for casual wear, office attire, festive occasions, and
cultural events.

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• With modern cuts, prints, and fabric innovations, Kurtas can be styled for
everyday comfort, semi-formal elegance, or ethnic fashion statements,
making them a key element in versatile wardrobes.
Kurtis: We manufacture Kurtis made from fabrics such as cotton, rayon, and
blended materials. Designed with a focus on comfort, style, and modern trends,
our Kurtis are available in various lengths, cuts, and patterns, making them
suitable for casual, office, and festive wear while reflecting contemporary
ethnic fashion.

Applications in Fashion:
• Kurtis are widely used in contemporary and ethnic fashion.
• They are popular for casual wear, office attire, and festive or semi-formal
occasions.
• With diverse designs, patterns, and fabrics, Kurtis can be paired with
leggings, palazzos, or jeans, making them a key element in modern,
stylish, and comfortable wardrobes.
Ethnic Dresses: We manufacture a wide range of ethnic dresses that blend
traditional with modern design. Made from premium fabrics such as cotton,
silk, and blended materials, our ethnic dresses feature intricate prints,
embroidery, and contemporary cuts. They are designed for festive occasions,
cultural events, and everyday ethnic wear, offering elegance, comfort, and
style.

Applications in Fashion:
• They are widely worn for festivals, cultural events, weddings, and casual
ethnic wear.
• With evolving designs, fabrics, and embellishments, ethnic dresses offer
versatile styling options, combining elegance, comfort, and modern
fashion sensibilities for women across all age groups.

148
 Dresses: We manufacture a diverse range of dresses that combine style,
comfort, and quality. Made from premium fabrics such as cotton, rayon, and
blended materials, our dresses are available in various cuts, lengths, and
designs. They cater to casual, formal, and party wear segments, reflecting
contemporary fashion trends while ensuring a perfect fit and finish.

Applications in Fashion:
• Dresses are versatile garments used across casual, formal, and party wear
segments.
• They are popular for everyday wear, office attire, social gatherings, and
special occasions.
• With a wide range of styles, cuts, and fabrics, dresses allow for diverse
fashion expressions, making them essential in modern wardrobes for
comfort, elegance, and trend-forward styling.

4. Outerwear Shackets, Shackets: We manufacture good quality Shackets that combine the comfort of
Jackets, shirts with the warmth and structure of jackets. Crafted from premium fabrics
Shrugs, such as cotton, flannel, and blended materials, our Shackets are designed for
Sweatshirts, style, durability, and versatility. Suitable for casual and layered fashion looks,
Woman they reflect contemporary trends while offering practical comfort.
Dungarees
Applications in Fashion:
• Shackets are versatile fashion garments that blend casual and outerwear
styles.
• They are popular for layering over T-shirts, shirts, or dresses, making them
ideal for transitional seasons and streetwear looks.
• With contemporary cuts and fabrics, Shackets are used in casual, urban,
and smart-casual outfits, offering both style and functionality in modern
wardrobes.

149
Jackets: We manufacture premium jackets designed for style, comfort, and
durability. Crafted from good quality fabrics such as cotton, polyester, leather,
and blends, our jackets are available in various styles including casual, formal,
and outerwear. Engineered for a perfect fit and contemporary appeal, they cater
to diverse fashion segments while providing warmth and functionality.

Applications in Fashion:
• Jackets are wardrobe staples used in casual, formal, and outerwear fashion.
• They are popular for layering over shirts, T-shirts, and dresses, providing
warmth, style, and structure.
• With a variety of designs, fabrics, and cuts, jackets are key elements in
streetwear, office attire, travel wear, and seasonal fashion, combining
functionality with contemporary style.

Shrug: We manufacture stylish shrugs crafted from premium fabrics such as

cotton, rayon, and blended materials. Designed for comfort and versatility, our
shrugs complement various outfits, adding a touch of elegance and layering
options. Suitable for casual, festive, and semi-formal wear, they reflect
contemporary fashion trends while enhancing overall style.

Applications in Fashion:
• Shrugs are layering garments used to enhance style and provide light
coverage.
• They are popular for casual, office, festive, and semi-formal outfits, often
paired with dresses, tops, or kurtis.
• With diverse fabrics, colors, and designs, shrugs add elegance, dimension,
and adaptability to modern wardrobes, making them essential fashion
accessories.

150
Sweatshirts: We manufacture sweatshirts designed for comfort, warmth, and
contemporary style. Crafted from premium fleece, cotton, and blended fabrics,
our sweatshirts feature soft textures, durable stitching, and modern fits.
Suitable for casual, athleisure, and everyday wear, they combine functionality
with fashionable appeal.

Applications in Fashion:
• Sweatshirts are essential garments in casual and athleisure fashion.
• They are widely used for everyday wear, travel, and sports-inspired looks,
offering both comfort and style.
• Often paired with jeans, joggers, or shorts, sweatshirts serve as key
layering pieces in streetwear and seasonal fashion, reflecting a relaxed yet
trendy aesthetic.

Woman Dungarees: Women's dungarees are a casual garment featuring

trousers or shorts with an attached bib that is held up by shoulder straps. They
come in a variety of materials, including the classic denim, corduroy, and
lightweight cotton blends.

Applications in Fashion:
• Women’s dungarees are popular in casual, streetwear, and contemporary
fashion.
• They are versatile garments that can be styled with T-shirts, tops, or shirts
for a trendy, relaxed look.
• Suitable for everyday wear, travel, and creative styling, dungarees
combine comfort and youthful appeal, making them a fashionable choice
across seasons.

151
DETAILS OF TOP CUSTOMERS AND SUPPLIERS
The details of the revenue accounted for cumulatively by our top 1, 3 and 5 customers for the stub period ended June 30,
2025, and the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, is provided hereunder:
(₹ in Lakhs)
For the period ended For the Financial Year ended
June 30, 2025*March 31, 2025* March 31, 2024* March 31, 2023*
(Standalone) (Standalone) (Consolidated) (Consolidated)
Revenue from
Operations** % of total % of total % of total % of total
revenue revenue revenue revenue
Amount Amount Amount Amount
from from from from
operations operations operations operations
Top One (1)
1838.59 7.84 7520.18 88.01 2525.53 50.57 6837.00 76.90
Customer
Top Three (3)
2415.49 100.00 8473.98 99.17 4886.22 97.83 8889.48 99.98
Customers
Top Five (5)
2415.49 100.00 8544.87 100.00 4982.44 99.76 8891.11 100.00
Customers
* Rounded Off
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
Top 5 Customers: Our top 5 customers in terms of amount for the period ended on June 30, 2025 and financial years
ended on March 31, 2025, March 31, 2024 and March 31, 2023 are as under:
(₹ in lakhs)
For the period For the Financial Year ended
ended June 30,
March 31, 2025* March 31, 2024* March 31, 2023*
Particulars**# 2025*
(Standalone) (Consolidated) (Consolidated)
(Standalone)
Amount % Amount % Amount % Amount %
Top Customer 1 1838.59 76.12 7520.18 88.01 2525.53 50.57 6837.00 76.90
Top Customer 2 339.72 14.06 572.80 6.70 2093.99 41.93 1587.72 17.86
Top Customer 3 237.18 9.82 381.00 4.46 266.70 5.34 464.77 5.23
Top Customer 4 - - 62.66 0.73 60.88 1.22 1.64 1.84
Top Customer 5 - - 8.23 0.10 35.34 0.71 - -
Total 2415.49 100.00 8544.87 100.00 4982.44 99.76 8891.11 100.00
#Name of our customers has not been separately disclosed to preserve confidentiality.
*Rounded Off
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
The details of the purchases accounted for cumulatively by our top 1, 5 and 10 suppliers for the stub period ended June 30,
2025, and the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, is provided hereunder:
(₹ in Lakhs)
For the period ended For the Financial Year ended
Purchase from June 30, 2025* March 31, 2025* March 31, 2024* March 31, 2023*
Suppliers** (Standalone) (Standalone) (Consolidated) (Consolidated)
Amount % Amount % Amount % Amount %
Top One (1) Supplier 203.33 17.11 288.60 6.36 459.89 8.66 759.63 9.21
Top Five (5)
517.64 43.55 1275.49 28.11 1599.28 30.12 2930.99 35.54
Suppliers
Top Ten (10) 737.49 62.05 2028.01 44.69 2472.26 46.57 4304.69 52.20

152
 For the period ended For the Financial Year ended
Purchase from June 30, 2025* March 31, 2025* March 31, 2024* March 31, 2023*
Suppliers** (Standalone) (Standalone) (Consolidated) (Consolidated)
Amount % Amount % Amount % Amount %
Suppliers
* Rounded Off
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
Top 10 Suppliers: Our top 10 suppliers in terms of amount for the period ended on June 30, 2025 and financial years
ended on March 31, 2025, March 31, 2024 and March 31, 2023 are as under:
(₹ in lakhs)
Particulars**# For the period For the Financial Year ended
ended June 30,
March 31, 2025* March 31, 2024* March 31, 2023*
2025*
(Standalone) (Standalone) (Consolidated) (Consolidated)
Amount % Amount % Amount % Amount %
Top Supplier 1 203.33 17.11 288.60 6.36 459.89 8.66 759.63 9.21
Top Supplier 2 106.64 8.97 281.07 6.19 360.89 6.80 578.40 7.01
Top Supplier 3 72.83 6.13 276.96 6.10 331.13 6.24 571.57 6.93
Top Supplier 4 69.56 5.85 236.92 5.22 241.40 4.55 559.89 6.79
Top Supplier 5 65.28 5.49 191.95 4.23 205.98 3.88 461.51 5.60
Top Supplier 6 62.26 5.24 177.97 3.92 199.04 3.75 394.25 4.78
Top Supplier 7 45.61 3.84 173.26 3.82 186.93 3.52 317.93 3.86
Top Supplier 8 37.92 3.19 159.93 3.52 170.52 3.21 232.89 2.82
Top Supplier 9 37.77 3.18 126.92 2.80 161.77 3.05 219.10 2.66
Top Supplier 10 36.29 3.05 114.43 2.52 154.71 2.91 209.52 2.54
Total 737.49 62.05 2,028.01 44.69 2,472.26 46.57 4,304.69 52.20
#Name of our suppliers has not been separately disclosed to preserve confidentiality.
*Rounded Off
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
MANUFACTURING PROCESS AND FLOW CHART:

Design and Fabric Sourcing Pre -Production

Pre -Production
Development and Approval Meeting

Washing & Fabric

Sewing Process Cutting Process
Finishing Processing

Quality Control Packing Dispatch

153
1. Design and Development:
- Concept/Mood Board: Our Design team conceptualize new styles, silhouettes and details based on current and
future trends and brand direction and imprint and translates their idea into hand-drawn sketches or digital
illustrations. This initial design sets the aesthetic direction for the piece.
- Teck Pack Creation: The design sketch is then transformed into a comprehensive technical document known as
a "tech pack." This vital tool serves as a detailed instruction manual for the entire production team. It includes
crucial information such as:
• Technical Drawings: Flat sketches of the garment from various angles, detailing all seams, stitches, and
construction elements.
• Measurements and Sizing: A complete set of specifications for each size to be produced.
• Fabric and Trim Details: Specifications for the type of fabric, its composition, weight, and color, as well as
details about buttons, zippers, labels, and other embellishments.
• Stitching and Seam Instructions: Specifics on the types of stitches and seams to be used for different parts of
the garment.
- A raw is created by the design team in conjunction with the sampling department.
2. Fabric Sourcing and Approval:
- Fabric Selection & Purchase: Post finalisation of tech pack and raw sample, the fabric department sources the
required fabric at the budgeted rates and the stipulated time from the suppliers.
- Accessories Ordering: The merchant team will place the orders for the respective stitching and packing materials
based on the tech pack, and make the same available with the factory.
- Lab dip / shade matching: The fabric supplier submits a pre-production deskloom/labdip which is approved by
the fabric team for the fabric order to finally go ahead. If rejected, the supplier makes the necessary corrections
and resubmits to get a final go-ahead approval for bulk production.
- Fabric testing & approval - Before dispatch of fabric from the supplier to the factory, a fabric yardage is sent to
accredited testing lab for testing the pre-set fabric standards. If the testing report is PASS on all standards, the
fabric gets dispatched from the supplier to the factory.
3. Pre Production:
- Pattern making - Based on the tech pack, a master pattern is created. This is the template for each component of
the garment. The pattern/CAD team will use the techpack as finalised by the Design team, and provide a machine
cut pattern for the base size to make a fit sample in the actual fabric. Initially, a base size pattern is developed,
which is done manually by skilled pattern masters or digitally using Computer-Aided Design (CAD) software.
- Fit Sample - Sample is made for the base model of the gender for the article, in the same fabric in which the bulk
is to be produced. That sample is then sent for washing, and then thereafter it is fitted on a brand approved
mannequin to review the fit of the sample made.
- Pattern Grading (Sizes) – Once the base pattern/fit sample is perfected and approved, it needs to be scaled to
create patterns for the full range of sizes required. This process, known as grading, involves systematically
increasing or decreasing the dimensions of the master pattern. Grading can also be performed manually or more
commonly, with the aid of CAD systems for greater accuracy and speed.
- Marker Making (for fabric utilization): To minimize fabric wastage during the cutting process, the graded
pattern pieces are efficiently arranged on a long sheet of paper, which is the same width as the fabric. This layout
is called a marker. The purpose is to fit all the necessary pattern pieces for multiple garments in the most compact
way possible. This process is done using CAD machine to achieve the optimum level of fabric utilization.
4. Pre Production Meeting:
- After the fabric and all accessories are received at the factory, but before proceeding for production a pre-
production meeting is held at the factory consisting of the following persons in charge. These persons will discuss
on all the aspects of the style so there is no error from start to end:

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 - Brand Merchant handling the style - He will detail the brand design requirements based on techpack.
- Cutting Master – To shall understand the fabric directions to be followed and other aspects to take care while
layering and cutting.
- Sewing Assembly Group Master - Review the sample as in the meeting and follow accordingly for stitching and
accessories fixing.
- Factory Machine Fitter - To set the machines based on style requirements, if any needed.
- Washing Unit Supervisor - The feel and wash needed post stitching and before finishing.
- Finishing & Packing Department Manager - Finishing of the garments post washing and ironing and packing as
per the packing standard set by the brand.
- Factory Quality Checker - To review the quality expectation of the brand and keep the production, washing,
finishing and packing aligned accordingly.
- Brand Quality Manager - He needs to understand the checkpoints to follow during the final inspection of the lot
and issue a Final Inspection Report before dispatch from factory.
- Factory Production Manager - To ensure all persons work in co-ordination.
5. Fabric Processing:
- Fabric inspection (4-point system)
- Fabric relaxation - Fabric is opened during the previous night of cutting day, from its roll form or book form of
packing to allow the fabric to relax and retain its natural form.
- Fabric spreading - Based on the size wise quantity of the article to be cut, a fixed length of same fabric (based on
CAD marker) is placed one upon another, making it a multi-layered block, which is then suitable for cutting.
6. Cutting Process:
- Marker placing - The marker is a piece of long sheet which is actually a printout from a large printer. The printout
has all the pieces of a garment in its actual size which needs to be cut. This method helps in sizing accuracy,
optimum utilisation of fabric, less cut-waste and speed of work.
- Cutting - Once the layering is done, the cutting master places the marker roll as discussed above on the layer
block, and pins it to the block so that the marker does not move from its place during the whole cutting process.
Thereafter the layered block is cut into individual parts of garment by the cutting master, who has to be a
professional in his field, and usually has a long work experience in his field to avoid any mistakes or errors during
cutting.
- Numbering / bundling - Post cutting, all the layers of each part is given a number to identify parts of a single layer.
Thereafter all the parts of a unit are bundled and tied together. These tied bundles are thereafter issued to the
sewing machine section.
7. Sewing Process:
- Stitching (assembly line) - Group master distributes the bundled lots received from cutting department and
oversees the sewing of the lot as per the norms set in the PP meeting.
- In-line inspection - While the lot is under sewing, the factory QC needs to keep checks as discussed in the PP
meeting as defined above.
8. Washing & Finishing
- Garment washing (stone wash, enzyme, bleach, etc.) - Washing unit gets the lot from the sewing unit, and washing
is done in batches based on the washing unit capacity. Here also the norms of washing to be followed in as pre-
defined in the PP meeting. The factory QC of the Brand QA approves the wash feel and effect before sending the
lot for finishing and packing department.
- Finishing (thread cutting, ironing, pressing) - Few accessories are fixed post washing, and any loose threads in
the lot are cut here to make the lot clean and tidy. Ironing/Pressing and folding is done of each unit, and thereafter
the lot is now ready for final polybag and carton packaging. Everything is preset as per the requirements listed by
the Brand Merchant in PP meeting.
9. Quality Control

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 - In-process inspection
- Final inspection (AQL system)
10. Packing:
- Tagging / labeling - Brand tag, and other care tags are fixed to each unit in this process. A barcoded SKU
tag/sticker is also affixed to identify the unit.
- Folding & poly bagging - The garment is put into a transparent polybag (which is approved for use by the brand
based on current govt guidelines for use of plastic in garment industry). The polybag is then sealed.
- Carton packing - The packed article/garment as above is then packed into a carton outer box. The packing quantity
varies as per warehouse inward policies. The carton is then taped on all openings to ensure spill-proof logistics to
the warehouse.
11. Dispatch:
- Packing List - The factory will share a draft packing list to the brand merchant, against which the brand merchant
will share a final packing list to the factory. The brand merchant will also share carton stickers to be fixed on top
of each carton, for further use by logistics and warehouse team. This packing list is shared by the merchant, based
on the allocation of location which is given by the Warehouse Operations manager, based on their requirement
and capacity constraints, if any.
- Shipment booking - Once the factory confirms that the lot is completely packed and the carton stickers are fixed,
the brand manager informs to the Logistics team to list the goods for delivery to the respective warehouse.
- Delivery to buyer/self Warehouse - The logistics team will co-ordinate and loop in both the accounts team and
the transport partner (third party). The accounts team will provide the necessary documents of movement of goods
to the Logistics team keeping the transport partner in loop. The transport partner will lift the goods from the
factory. Post lifting of the goods by the transport partner, the logistics team will co-ordinate with the warehouse
operations team, and request for a slot date for the warehouse to accept the goods. The transporter then delivers
the goods together with required documents, to the warehouse on the date as given for inward by the warehouse
operations team.

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WAREHOUSE MANAGEMENT PROCESS AND FLOW CHART:
Inbound Process Flow: Outbound Process Flow:

Receiving and Receiving

Inspection Finished Goods
from Production

Documentation
and System Sorting, Tagging
Entry and System
Entry

Strategic
Storage and Storage of
Binning Finished Goods

Inventory
Control and Order Picking
Auditing and Packing

Issuing
Materials to Dispatch and
Production Shipping

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Inbound Process Flow – Managing Raw Materials:
The warehouse's role begins the moment raw materials arrive from various suppliers. This inbound process is crucial for
ensuring that only high-quality materials enter the production pipeline.
1. Receiving and Inspection:
The process begins at the receiving dock when trucks carrying raw materials arrive. The warehouse staff verifies the
shipment against the supplier's packing list and the company's internal Purchase Order (PO). This initial check ensures
that the received goods match what was ordered in terms of supplier, quantity, and material type. Materials, such as
large rolls of fabric, cartons of thread, buttons, zippers, and labels, are carefully unloaded using appropriate equipment
to prevent any damage. Warehouse staff meticulously check the quantity, color, and type of fabrics, threads, buttons,
zippers, and other accessories. A critical component of this step is quality control. Fabrics are inspected for defects
such as weaving flaws, color variations, and tears. Any discrepancies or quality issues are immediately reported, and
materials may be rejected and returned to the supplier.
2. Documentation and System Entry:
Once materials are accepted, they are formally entered into the company's Warehouse Management System (WMS).
Each item is assigned a unique internal tracking number, and details such as supplier information, date of receipt,
material code and storage location are recorded. This creates a digital footprint that allows for real-time tracking of all
raw materials within the warehouse.
3. Strategic Storage and Binning:
Fabrics are stored on racks to avoid creasing, while smaller items like buttons and zippers are kept in labeled bins. The
warehouse is organized into specific zones for different types of materials. To optimize stock rotation and prevent
materials from becoming obsolete, we use the "First-In, First-Out" (FIFO) or "Last-In, First-Out" (LIFO) inventory
management methods.
4. Inventory Control and Auditing:
Maintaining accurate inventory records is vital for production planning. Regular cycle counts and physical audits are
conducted to reconcile the physical stock with the data in the WMS. This helps to identify and rectify any discrepancies
that may arise from theft, damage, or data entry errors, ensuring that the production team has a reliable view of
available materials.
5. Issuing Materials to Production:
The production planning department issues a material requisition note or "cut plan" to the warehouse via the WMS
system. Using handheld scanners, warehouse staff locate the exact materials (fabric rolls, thread cones, etc.) specified
in the requisition. The system guides them to the correct bin location. As materials are picked and handed over to the
cutting or sewing department, the transaction is recorded in the WMS, which automatically deducts the quantity from
the inventory. This ensures real-time stock visibility.
Outbound Process Flow – Managing Finished Goods:
Once the garments are manufactured, the warehouse takes on the responsibility of managing the finished goods until they
are dispatched to the end customers.
1. Receiving Finished Goods from Production:
Completed garments are transferred from the production floor to the finished goods section of the warehouse. Here, a
final quality check is often performed to ensure that the products meet the required standards before they are packed.
2. Sorting, Tagging and System Entry:
The finished garments are sorted based on style, size, and color. Price tags, brand labels, and care instruction labels
are attached. The garments are then folded, and packed into polybags or cartons. Accurate labeling of cartons with a
barcode containing details like style number, size ratio, and quantity is done for easy identification. This is crucial for
efficient order fulfillment. The finished goods are entered into the WMS which allows for real-time visibility of the
available stock making it essential for order fulfillment and sales planning.
3. Storage of Finished Goods:
The cartons are stored in a designated finished goods area, in pallet racks. The WMS tracks the exact location of every
carton. The storage conditions for finished goods are also critical to prevent damage from dust, moisture, or pests.

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4. Order Picking and Packing:
When a customer order is confirmed, the WMS generates a picking list, which details the specific items (SKUs) and
quantities required. Warehouse staff, often called "pickers," use handheld scanners to fulfill the order. The system
optimizes the picking route through the warehouse to save time. They scan the carton barcode to ensure they are
picking the correct item. Picked goods are brought to a packing station. Accuracy is paramount in this stage to avoid
shipping errors. The picked items are then packed into larger cartons for shipping, and a packing list is generated.
5. Dispatch and Shipping:
The final step in the warehouse management process is the dispatch of the packed goods. The team prepares the
necessary shipping documents including the packing list and invoice. The packed cartons are staged in a dispatch area
and then loaded onto trucks or containers. The warehouse team supervises the loading process to ensure the correct
shipment is loaded for the correct destination. Once the truck departs, the order status in the WMS is updated to
"Shipped”," and tracking information is sent to the customer to track the order until it reaches the customer, thereby
completing the warehouse cycle.
OUR COMPETITIVE STRENGTHS
1. Experienced Promoters and Senior Management Team.
Our growth and success are led by our visionary promoters Mr. Pankaj Bishwanath Agrawal and Mrs. Priti Pankaj Agrawal,
who individually have experience of 22 years in the Supply Chain Management and Apparel Manufacturing Industry.
Encashing the expertise, they look after the strategic as well as day to day business operations. They are supported by a
professional and experienced senior management team with deep domain expertise in manufacturing, technology, finance,
and supply chain management. This blend of entrepreneurial vision and professional management provides us with a strong
foundation for our next phase of growth.
2. Technologically Advanced and Integrated Warehouse Management System (WMS)
Our warehousing capabilities are managed through a state-of-the-art Warehouse Management System (WMS), which we
believe is a significant competitive differentiator. Our WMS provides granular, real-time visibility of every item, from a
single button in our raw material store to a packed carton of finished goods ready for dispatch. This enables precise
inventory control, minimizes the risk of stockouts, and reduces inventory carrying costs. The system automates and
optimizes key warehouse processes, including inwarding, quality checks, binning, picking, and packing. The use of barcode
has enabled us to achieve optimum process accuracy rate and has significantly reduced order fulfillment times. Our WMS
is a scalable platform designed to handle a high volume of Stock Keeping Units (SKUs), which is a characteristic of the
Apparel industry with its multitude of sizes, colours, and styles. Our platform seamlessly integrates with major online
marketplaces (Myntra, Ajio, Flipkart). This provides our clients with a unified view of their inventory across all sales
channels—B2B (retail stores), B2C (e-commerce), and D2C (direct-to-consumer)—enabling efficient order allocation and
preventing stockouts. We provide our clients with access to a customized dashboard featuring real-time data on inventory
levels, order processing times, fulfillment accuracy, return rates, and other critical Key Performance Indicators (KPIs).
This data-driven approach empowers brands to make informed decisions about inventory planning and sales strategies.
3. Expertise in Apparel Reverse Logistics (Returns Management)
E-commerce fashion sees return rates as high as 30-40% driven by the factors like poor fit, product expectation mismatch,
colour issues. Our ability to efficiently manage this complex reverse flow is a major competitive strength. We operate a
specialized returns processing workflow where returned items undergo a rigorous inspection to assess their condition. Items
are graded (e.g., A-grade (Like New), B-grade (Very Good)), and where possible, are refurbished through services like
steaming, pressing, stain removal, and minor repairs to maximize the recovery of their value. Our efficient processes ensure
that saleable returned products are made available for purchase on e-commerce platforms within [e.g., 24-48] hours of
receipt, minimizing lost sales opportunities for our clients.
4. Quality Control and Inspection:
A key strength of our business lies in our strong Quality Control (QC) systems, which are embedded across every stage of
the garment manufacturing and warehouse management process. Our emphasis on quality ensures that we consistently
deliver products that meet the stringent requirements of online marketplaces. We have established multi-level quality
checkpoints covering:
• Raw Materials: Fabrics, trims, and accessories are inspected for defects, colorfastness, shrinkage, and compliance
with buyer specifications before entering production.

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• Work-in-Progress (WIP): Cut panels, stitched garments, and semi-finished pieces undergo continuous inspections to
ensure uniformity, accuracy, and proper workmanship.

• Finished Goods: Final garments are tested including measurements, stitching durability, color consistency, and
packaging quality.

• Warehouse Quality Checks: Storage conditions, handling, labeling, and dispatch processes are monitored to ensure
that products remain in pristine condition until delivery.

Our dedicated Quality Assurance team is trained in both manual and automated testing techniques, supported by advanced
equipment and digital tracking systems. By implementing end-to-end quality control, we are able to minimize product
defects and rejections, enhance our brand reputation as a reliable, quality-driven manufacturer and warehousing partner.
OUR BUSINESS STRATEGIES
1. Own Brand Manufacturing:
The company intends to transition from being solely a contract garment manufacturer for e-commerce platforms to building
its own consumer-facing brand. This strategy outlines the launch of our own Direct-to-Consumer (D2C) apparel brand, a
significant evolution from our current B2B manufacturing model. The primary rationale for this strategic pivot is to move
up the value chain, capture significantly higher margins, and build a lasting brand asset with a direct relationship with the
end consumer.
2. Geographical Expansion:
The company aims to expand its market presence across India by penetrating high-potential regions, enhancing distribution
networks, and establishing a strong online footprint. The Company will focus on maximizing the reach and customer base
through its existing online marketplace partners. This approach enables rapid scalability, deeper market penetration, and
access to a diverse consumer demographic across urban, semi-urban, and rural India.
3. Diversifying Marketplaces:
The Company seeks to diversify its marketplace presence in order to strengthen brand visibility, reduce dependency on a
limited set of platforms, and enhance revenue streams. By expanding across multiple domestic marketplaces, the Company
can access varied consumer bases, minimize over-dependence on a single platform’s policies, pricing, or algorithm changes
and create sustainable long-term growth by securing a strong presence on all leading marketplaces.
4. Focus on consistently meeting quality standards:
The Company’s core business strategy is to focus on consistently meeting and exceeding quality standards across its
garment manufacturing and warehouse management operations. We ensure procurement of fabrics, trims, and accessories
only from vetted and certified suppliers. Regular training is provided to operators and supervisors to minimize defects and
maintain precision in stitching, cutting, and finishing. Our focus is to carry out rigorous inbound and outbound quality
checks to ensure only defect-free products reach customers. By embedding quality as a non-negotiable pillar of growth,
the Company aims to strengthen its reputation, build long-term customer trust, and maintain a competitive edge in domestic
market.
SWOT ANALYSIS

STRENGTH WEAKNESS
• Strong partnerships with leading brands like Myntra, • Heavy reliance on key clients like Myntra and Ajio for
Ajio, and Flipkart. large-scale contracts, creating concentration risk.
• Robust manufacturing capacity of 200,000 garment • High working capital dependency due to e-commerce
units per month and scalable logistics (10,000+ daily payment cycles (bi-weekly settlements, commission
shipments with plans for 100,000). deductions).
• Launch of proprietary brands like 7ate9 (fashion) • Focus on Tier-1 markets may limit penetration in Tier-
• Decades of experience in quality manufacturing with 2/3 cities, where e-commerce growth is accelerating.
U.S. A.Q.L. standards and dedicated quality assurance
team.
OPPORTUNITY THREATS

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• Rapid growth of Indian e-commerce and online fashion • Intense competition from large domestic and global
retail, especially among Gen Z and Gen Alpha. garment manufacturers, as well as specialized e-
• Rising demand for fast fashion, sustainable apparel, commerce logistics players.
and ethical supply chains provides scope for brand • Volatility in raw material prices (cotton, fabrics)
differentiation. impacting manufacturing costs and margins.
• Government support through PLI schemes, PM • Fast-changing fashion trends and consumer preferences
MITRA textile parks, and “Make in India” initiatives. pose inventory and design risks.
• Expansion of proprietary brand 7ate9 can create • Regulatory risks around labour codes, sustainability
higher-margin revenue stream. norms, and compliance standards in global exports.
• Heavy dependence on E-commerce platforms for brand
visibility and sales; any reputational issue, negative
customer perception, or delisting on these platforms
could significantly damage revenues and brand image.
PLANT AND MACHINERY AND OTHER FITTINGS
The details of key Equipment’s in our Manufacturing Unit are given herein below:
Sr. No. Description of assets Manufacturer Quantity
1 Induction Furnace with Tanks 1
2 Polishing and Coating Machine 3
3 Wire Cutting Machine 1
4 Cylindrical Grinding Machine 2
Machinery Solution
Automatic Stripping and Crimping
5 1
Machine
6 Penal 1
7 Wire Stand 1

Machine Description Type Make Nos Operation

Layer Machine Specialised LE JIANG 1 Semi Automatic

Cutting Machinesize -8" Regular SAN TIAM 1 Semi Automatic

LOCAL MADE
Pin Hole Machine Regular 1 Regular
(CUSTOMIZED)
Numbering Machine Regular BLITZ 2 Regular

Placket Machine Specialised KANSAI 1 Semi Automatic

Overlock Machine (5 Thread) Specialised JIN 4 Semi Automatic

Flat Lock Machine Specialised JACK 1 Semi Automatic

Single Needle Sewing Machine Regular JACK 21 Semi Automatic

Single Needle Sewing Machine Regular JOYEE 15 Semi Automatic

Double Needle Sewing Machine Specialised JOYEE 2 Semi Automatic

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 Double Needle Sewing Machine Specialised JACK 1 Semi Automatic

Double Needle Sewing Machine (Lock

Specialised JUKI 1 Semi Automatic
Stich)

Edge Cutter Machine Specialised JACK 2 Semi Automatic

Chain Stich Machine Specialised JUKI 1 Semi Automatic

Feed Off Arm & Side Specialised JUKI 1 Semi Automatic

Button Hole Machine Computerised Specialised JACK 1 Automatic

Button Hole Machine Specialised JUKI 1 Semi Automatic

Button Machine Computerised Specialised JACK 1 Automatic

Button Machine Specialised ACTIVE 1 Semi Automatic

Bar Tak Machine Computerised Specialised JOYEE 1 Automatic

Bar Tak Machine Specialised TK 1 Semi Automatic

Fusing Machine Conveyor Belt Specialised SERA 1 Automatic

Fusing Machine Specialised UNKNOWN 1 Regular

Pressing Vaccum Table Specialised SAI TECHNIC 5 Semi Automatic

Steam Boiler For Pressing Only Specialised SST GOLD 1 Automatic

Thread Cutter Specialised BELLA 1 Automatic
Collar Making Machine Specialised LOIKO 1 Automatic
*As certified by chartered engineer Vishvakarma Consulting Services Private Limited, vide their certificate dated October
15, 2025.
INSTALLED CAPACITY AND CAPACITY UTILIZATION
Installed Manufacturing Capacity and Capacity Utilization
Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Manufacturing
Installed Capacity (in 44,40,000 23,76,000 31,44,000 34,56,000
Units)
Capacity Utilized (in 27,60,000 18,24,000 25,44,000 27,96,000
Units)
Utilized Capacity (in 62.16 76.77 80.92 80.90
%)

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 Warehouse Name Warehouse Address Total Capacity (Units)
Survey No. 749, Old Survey No. 119/3 Sutrai
Vapi Warehouse Faliya, K K Farm, Village:-Sarodhi, Taluka- 4440000
Pardi, District-Valsad, Gujarat, India - 396185
Unit Bearing Number 2.1, Survey Number 51,
Hissa No.18, Second floor of the Society
known as Roop Industrial Premises Co-
Operative Society Limited Andheri - Kurla
Road, Opposite Sakinaka Andheri (East),
Mumbai – 400072
Unit Bearing Number 2.3, Survey Number 51,
Hissa No. 18 Second floor of the Society
known as Roop Industrial Premises
Co-Operative Society Limited, Andheri -
Kurla Road, Opposite Sakinaka Andheri
(East), Mumbai – 400072
Unit Number 2.5 Second floor of the Society
known as Roop Industrial Premises Co-
Mumbai Operative Society Limited Plot No. 2, Survey
No. 51, Hissa No. 17, CTS No. 735 of Village 2760000
Warehouse
Mohili, Taluka Kurla, Mumbai Suburban
District, Andheri-Kurla Road, Opposite
Sakinaka Telephone Exchange, Andheri
(East), Mumbai - 400072.
Gala Number 104, of 1st floor of Adarsh
Samhita Co-operative Society Ltd., Andheri –
Kurla Road, Sakinaka, Mumbai – 400072
1st Floor of a Building known as “Bhullar Star
Industrial Premises” Andheri Kurla Road,
Near Telephone Exchange, Location:
Sakinaka Andheri East Mumbai 400072
Gala No 106, Floor of "Bhullar Star Industrial
Premises" Village:- Mohili, Andheri kurla
Road, Near Telephone Exchange, Andheri
East, Mumbai 400072

Note:
1. Beside above, the company has multiple virtual spaces managed by market places which are spread across Haryana,
West Bangal, Karnataka. The Company as per the terms agreed between them, can utilise the virtual spaces allowed
by the market place for storage of the goods manufactured by company. These capacities of such virtual premises may
vary depending on operational utilization and logistics requirements.
2. The above details represent the installed capacities of the respective warehouses. The Vapi and Mumbai warehouses
are facilities owned/leased and managed by the company.

Fractal Industries Ltd. and its Promoter Group entities operate from multiple industrial and commercial premises primarily
located in the Sakinaka, Andheri (East), Mumbai region, with an additional warehouse facility in Valsad, Gujarat. The
Registered Office of the company is situated at 212, Bhullar Star Industrial Premises, 2nd Floor, Behind Sakinaka
Telephone Exchange, Andheri Kurla Road, Andheri (East), Mumbai – 400072, having a built-up area of approximately 520
sq. ft., held on a rental basis under ownership of Mrs. Priti Pankaj Agarwal (Promoter Group).

Additional rented premises at 104, 106, and 107, Bhullar Star Industrial Premises, Sakinaka, Andheri (East), Mumbai,
having built-up areas of 1,145 sq. ft., 554 sq. ft., and 816 sq. ft., respectively, are utilized for office-cum-warehouse and
RTV warehouse operations, and are owned by Mr. Pankaj Agrawal and Pankaj Agrawal & Sons HUF (Promoter Group).

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The company also owns several units at Roop Industrial Estate, Telephone Exchange Lane, Sakinaka, Andheri (East),
Mumbai – 400072, including Unit Nos. 2.1, 2.1A, 2.3, and 2.5, with built-up areas of 500 sq. ft., 2,025 sq. ft., 2,728 sq. ft.,
and 2,029 sq. ft., respectively. These owned premises serve as key operational offices and warehouse spaces for Fractal
Industries Ltd.

Further, a rented factory unit admeasuring 1,900 sq. ft. is located at Unit No. 17/1, 2nd Floor, Khanna Estate, Vijay Print,
Sakinaka, Mumbai – 400072, owned by Mr. Rajesh Baldevraj Kapoor. Additionally, the company maintains a large rented
warehouse at Old Computerised Survey No. 119/3, Sutri Faliya, K.K. Farm, Village Sarodhi, Taluka Pardi, District Valsad,
Gujarat – 396185, covering a built-up area of 15,000 sq. ft., owned by Mr. Pratiksh Mohit Desai.

Overall, these facilities collectively support the company’s administrative, operational, manufacturing, and warehousing
activities, strategically distributed between Mumbai and Valsad to cater to production, storage, and logistical requirements
efficiently.

*As certified by chartered engineer Vishvakarma Consulting Services Private Limited, vide his certificate dated October
15, 2025.
END USERS
In the Outright Sale model, the Company sells finished garments directly to e-commerce platforms (such as Myntra, Ajio,
or Flipkart) or to other online retailers. The platform purchases the garments from Company at wholesale price and then
resells them to the end customer at a retail price. Under this model, e-commerce platforms are the end users.
Under the PPMP Model, the Company receives rights to design and manufacture garments under the brands owned by the
market places and sell the garments through the market place platform for which the e-commerce platforms charge
commission. Under this model, the ultimate individual customers are the end users.
Under this model, the Company manufactures its own garments and sells directly to customers through e-commerce
platforms or other online channels. The products under the Company’s own brand name is established on e-commerce
platforms like Myntra, Ajio, Flipkart as a direct seller. Under this model, the individual customers are the end users.

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LOCATION
Registered Office: Gala 212, Bhullar Star Indl. Estate, Andheri Kurla Rd, Andheri East, Mumbai City, Mumbai, Maharashtra, India, 400072
Registered Office, Manufacturing Manufacturing Unit: Unit No. 17, 2nd Floor, Khanna Estate, Village:- Saki Vijay Print Road, Sakinaka, Mumbai-400072
and Warehousing Unit Warehouse Unit: Survey No. 749, Old Survey No. 119/3 SutraiFaliya, K K Farm, Village:-Sarodhi, Taluka- Pardi, District-Valsad, Gujarat,
India - 396185

Some of the pictures of our manufacturing and warehousing unit are as follows:

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RAW MATERIAL
We source raw material from vetted and certified local suppliers based on quality, pricing and reliability. Packing Materials
are also sourced from established suppliers locally. All the raw materials pass through a quality check at our in-house
manufacturing unit in order to ensure that they comply with the rigorous quality and safety standards required for our
products. In an effort to manage risks associated with raw materials supply, we work closely with our suppliers to help
ensure availability and continuity of supply while maintaining quality and reliability and identifying any potential for
improvement. Generally, there are multiple sources that can supply the raw materials that we require. Our raw material
sourcing is not dependent on a single source of supply and we have access to alternate sources for our procurement of raw
materials. Raw materials are stored in dedicated warehouses with proper handling to avoid moisture, dust, or damage before
being issued for production. The primary raw material required is fabric. Fabric varies depending upon the product type
(casual wear, formal wear, sportswear, kid’s wear). The secondary raw materials used are Trims and Accessories. The raw
materials required for packaging are polybags and cartons.
State wise bifurcation of raw material procurement:
(₹ in Lakhs)
For the period For the Financial Year ended
ended June 30,
Name of State and 2025*# March 31, 2025* March 31, 2024* March 31, 2023*
UT** (Standalone) (Standalone) (Consolidated) (Consolidated)
Amount % Amount % Amount % Amount %

Maharashtra 473.42 39.83 2,176.86 47.97 2,532.81 47.71 3,976.73 48.22

Gujarat 144.59 12.17 645.27 14.22 732.34 13.79 2,038.29 24.72

Madhya Pradesh -0.12 -0.01 365.22 8.05 646.82 12.18 969.14 11.75

Karnataka 192.39 16.19 571.89 12.60 584.95 11.02 531.29 6.44

West Bengal - 0.00 - 0.00 91.15 1.72 261.22 3.17

Tamil Nadu 118.67 9.98 279.68 6.16 222.54 4.19 112.46 1.36

Rajasthan 203.33 17.11 206.92 4.56 14.09 0.27 98.64 1.20

Himachal Pradesh - 0.00 64.92 1.43 331.13 6.24 94.98 1.15

Dadra and Nagar
Haveli and Daman
and Diu 38.89 3.27 112.08 2.47 60.95 1.15 63.40 0.77

Punjab 2.43 0.20 25.17 0.55 20.16 0.38 51.27 0.62

Haryana 11.38 0.96 35.50 0.78 45.62 0.86 39.99 0.48

Uttar Pradesh 3.44 0.29 15.00 0.33 25.57 0.48 7.31 0.09

Delhi 0.13 0.01 22.51 0.50 0.79 0.01 2.27 0.03

Telangana - 0.00 16.61 0.37 - 0.00 - 0.00

Total 1188.56 100.00 4537.62 100.00 5308.92 100.00 8246.99 100.00

* Rounded Off

166
# There is an invoice raised in March 2025, and the party has issued a debit note in the current period; hence, the amount
appears as negative.
** As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
UTILITIES AND INFRASTRUCTURE
Power:
Our registered office, manufacturing unit and warehouses have adequate power supply position from the state supply
utilities. The company has sufficient sanctioned consumption limits from Dakshin Gujarat Vij Company Limited to operate
its warehouse.
Water:
For registered office and manufacturing unit we source water supply from municipal supply. To meet water requirements
at our warehouse, we utilise borewell.
Transportation:
For procurement of raw material from suppliers and to deliver our products to customers we have adopted facility of third-
party transportation.
HUMAN RESOURCES
As of September 30, 2025, our company has 44 permanent employees and 38 labours on contract basis. Details of the
permanent employees of our company are set forth below:
Particulars No. of Employees
Accounts Department 4
Administration Department 4
CS 1
HR Department 1
Management Department 2
Marketing Department 2
Merchandise & Design Department 5
Production and Quality Control Department 10
Sales, Purchase Department 2
Warehouse & Supply Chain Department 13
Total 44
ATTRITION RATE
The Employee attrition rate for the last 3 financial years is as per below table:
Sr. As at March 31, As at March 31, As at March 31,
Particulars**
No. 2025 2024 2023
1 Opening Balance 10 9 10
2 Addition 04 01 0
3 Attrition 02 0 01
4 Closing Balance 12 10 09
5 Average* 11 9.50 9.50
% Attrition* 18.18% 0.00% 10.53%
*Note:
4. Average Employees= (Opening employees+ Closing Employees)/2;
5. Attrition rate is calculated as Attrition/Average Employees*100
6. The percentage of attrition rate include the KMP as well as SMP of our Company

**As certified by Statutory and Peer Review Auditor, M/s. Keyur Shah & Associates, Chartered Accountants, vide their
certificate dated October 16, 2025.
TRAINING TO THE EMPLOYEES:

167
We focus on providing training to our employees, which includes regulatory compliances and commercial trainings on
regular basis to keep our employees updated with all the compliances which are required to be fulfilled required for the
business operations of our Company.
Details of Employees' Provident Fund and Employees State Insurance Corporation as on June 30, 2025:
Particulars Number of employees registered Amount paid (₹ in lakhs)
Employees' Provident Fund 2 0.16
Employees State Insurance Corporation 23 0.19
We seek to maintain a performance-based work culture on values of development and collaboration. The key elements
driving our practices include customer focus, process orientation, people focus, drive for results, business acumen and
communication.
MARKETING ARRANGEMENT
Our Company markets and sells its apparel products through e-commerce platforms and online marketplaces, which form
a significant component of our overall distribution and sales strategy. This marketing arrangement enables us to reach a
wider customer base across diverse geographic regions in India without the requirement of a large-scale physical retail
presence.
We have established business relationships with online marketplaces. These marketplaces provide us with access to a vast
consumer audience, helping to enhance our brand visibility and achieve higher sales volumes. Our association with these
e-commerce marketplaces is governed by platform-specific seller agreements, which define terms related to product listing,
pricing, logistics, commission structures, return policies, and payment cycles.
Our products are marketed under our marketplace brand labels as well as through private labels, depending on the business
arrangement with respective platforms. Each marketplace provides insights on consumer trends, demand patterns, and
pricing competitiveness, allowing us to adjust our product offerings, designs, and marketing campaigns in line with
evolving fashion trends and customer preferences.
Our marketing team monitors online performance metrics such as customer feedback, ratings, and sales analytics to
optimize our presence and ensure consistent quality and service standards.
The e-commerce model allows us to efficiently manage inventory through our integrated warehouse and supply chain
network, ensuring timely dispatch and order fulfillment.
By utilizing e-commerce platforms and digital marketplaces, our Company has achieved scalable and cost-effective market
penetration, enabling access to multiple customer segments including urban and semi-urban markets. This approach aligns
with our strategy of expanding our customer reach, strengthening our brand positioning, and enhancing revenue
diversification through multiple online sales channels.
COMPETITION
Our Company faces intense competition from numerous domestic and international brands, private labels, and unorganized
apparel manufacturers that operate across major online platforms such as Amazon, Flipkart, Myntra, Ajio, and others.
Competition on these platforms is primarily influenced by factors such as product quality, design innovation, pricing, brand
visibility, delivery timelines, and customer feedback ratings. E-commerce marketplaces provide an open and dynamic
platform where multiple sellers offer similar product categories, often resulting in price-sensitive competition and frequent
promotional campaigns.
Our competitors include both established national brands with significant marketing budgets and emerging online labels
that offer trend-driven fashion at competitive prices. Additionally, certain marketplaces promote their own private label
brands, which are directly positioned against third-party sellers like us, further intensifying the competitive environment.
To remain competitive, our Company focuses on maintaining high product quality standards, adopting efficient
manufacturing and supply chain processes, and leveraging data-driven insights from online platforms to align with
changing consumer trends. Our strategy emphasizes timely fulfillment, efficient inventory management, and customer
satisfaction, which help strengthen our position among competing sellers.
The e-commerce ecosystem is dynamic, and the entry of new brands or aggressive pricing strategies by competitors could
impact our sales margins and market share. However, our integrated warehouse operations, and ability to introduce new
designs quickly provide us with flexibility to adapt to the evolving online market landscape.
Overall, while the competitive intensity on e-commerce platforms remains high, our Company’s focus on quality, agility,

168
and customer-centric operations enables us to sustain growth and maintain relevance in an increasingly digital retail
environment.
INFORMATION SECURITY AND DISASTER RECOVERY
Information security is one of the key focus areas. We aim to protect data by firewalls, anti-virus software. Company is
using reliable software like Microsoft Office 365 and Tally Solutions provided for its accounting, human resources and
other financial data management. It helps the company in managing real time stock detail and other operational functions
like purchase, sales, customers, suppliers etc. Further, the Company is using software for its warehouse management
system.
INTELLECTUAL PROPERTY
Our Company has obtained registration and/or made applications for the registration of the following trademark with
Trademark Registry, Government of India:
Trademark Date of
Brand Name/Logo Current
[Link] Class Application Owner Authority
Trademark Status
Number Application
Class and description
of the work:
Artistic work artistic
Diary Number:
work 7ATE9
15819/2024- M/s. Fractal Copyright
1. presented inunique May17,
CO/A Industries Office,
writing style in black NA 2024 Registered
Registration Private Government
color
Number : Limited of India
A-154528/2024

Device” FF LOGO”
2. M/s. Fractal Trade Mark
May 15, Formalities
24 7009359 Industries Registry,
2025 Chk Pass*
Limited Mumbai

Device” FF LOGO”
3. M/s. Fractal Trade Mark
May 15, Formalities
25 7009360 Industries Registry,
2025 Chk Pass*
Limited Mumbai

Device” FF LOGO”
4. M/s. Fractal Trade Mark
May 15, Formalities
35 7009361 Industries Registry,
2025 Chk Pass*
Limited Mumbai

*Our Company has made applications to authority for updating the aforesaid certificates but is yet to receive the formal
approval.
DOMAIN DETAILS
Registrant
Registry
Domain Name Name, ID Creation
[Link] Registry Domain ID Expiry
and ID and Date
Date
Address
Registry Domain ID:
IANA ID:
DF302BFFD6F184F9AA4CCBECA74B6BAB3- February February
1. [Link] 801217
IN 11, 2025 11, 2026

169
COLLABORATIONS, ANY PERFORMANCE GUARANTEE OR ASSISTANCE IN MARKETING BY THE
COLLABORATORS
As on date of this Draft Red Herring Prospectus, our Company has not entered into any technical or other Collaboration /
Tie Ups / Joint Ventures.
ENVIRONMENT, HEALTH & SAFETY
Our activities are subject to various environmental laws and regulations which govern, among other matters, the handling,
storage and employee health and employee safety. For further information, see chapter titled “Key Industry Regulations”
beginning on page 181.
We continue to ensure compliance with applicable health and safety regulations and other requirements in our operations.
We have complied, and will continue to comply with all applicable environmental and associated laws, rules and
regulations. For further information, see chapter titled “Government and Other Approvals” beginning on page 297.
INDEBTEDNESS
The details of the indebtedness of the Company as on June 30, 2025 is provided below:
(₹ in Lakhs)
Nature of Borrowings June 30, 2025
Secured Borrowings 1861.36
Unsecured Borrowings 614.20
Total 2475.56
For further details, please refer chapter titled “Statement of Financial Indebtedness” beginning on page no 267.

170
DETAILS OF PROPERTIES
IMMOVABLE PROPERTIES
Details of our immovable properties are as below:
Sr Details of the Property Licensor/Lessor/Vendo Lessee/ acquirer Consideration/ Owned/ Area Use
No r Lease Rental/ Leased
. License Fees (in
Rs.)

1. Gala 212, Bhullar Star Indl. Estate, Andheri Smt. Priti Pankaj M/s. Fractal Lease Deed Leave -- Registered
Kurla Rd, Andheri East, Mumbai City, Agrawal Industries Private dated September and office
Mumbai, Maharashtra, India, 400072 Limited 23, 2024 License
Agreeme
Period: 36
months nt
commencing
from April 01,
2024 till March
31, 2027

Rent: Rs.
30,000/- p.m.
2. Unit Bearing Number 2.1, Survey Number 51, M/s. Omega Textile M/s. Fractal Sale Deed is Owned 500 Square Warehouse
Hissa No.18, Second Floor Of The Society Industries Acting through Industries Private made on feet
Known As Roop Industrial Premises Co- its partner Mr. Harish Limited January 19, 2023
Operative Society Limited Andheri - Kurla RamchanderArya (Seller)
Road, Opposite Sakinaka Andheri (East),
Mumbai – 400072
Consideration:-

Rs. 50,50,000/-

171
3. Unit Bearing Number 2.1A Survey Number M/s. Empilon Fabrics M/s. Fractal Sale Deed is Owned 2025 Square Operation
51, Hissa No. 17 Survey Number 11, Hissa Private Limited acting Industries Private made on feet Office
No. 14 Second Floor Of The Society Known through its Director Mr. Limited November 24,
As Roop Industrial Premises Co-Operative Vivek P. Kamal 2023
Society Limited Andheri - Kurla Road,
Opposite Sakinaka Andheri (East), Mumbai

Consideration:-

Rs. 1,89,35,775/-

4. Unit Bearing Number 2.3, Survey Number 51, M/s. Empitex Fabrics M/s. Fractal Sale Deed is Owned 2728 Square Warehouse
Hissa No. 18 Second Floor Of The Society Private Limited acting Industries Private made on April feet
Known As Roop Industrial Premises through its Director Mr. Limited acting 17, 2023
Vivek Prem through its Director
Co-Operative Society Limited Andheri - Mrs. Priti Pankaj
Kurla Road, Opposite Sakinaka Andheri Prakash Kamal Agarwal
(East), Mumbai – 400072 Consideration:-

Rs.
2,55,10,000/-

5. Unit Number 2.5 Second Floor Of The Mr. Surender Kumar M/s. Fractal Sale Deed is Owned 2029 Square Warehouse
Society Known As Roop Industrial Premises Tikiya Industries Private made on June feet
Co-Operative Society Limited Plot No. 2, Limited 21, 2023
Survey No. 51, Hissa No. 17, CTS No. 735 Of
Village Mohili, Taluka Kurla, Mumbai
Suburban District.
Consideration:-
Andheri-Kurla Road, Opposite Sakinaka Rs.
Telephone Exchange, Andheri (East), 1,89,75,000/-
Mumbai - 400072.

172
6. Gala Number 104, of 1st floor of Adarsh Mr. Haresh M Mehta M/s. Fractal Sale Deed is Owned 860 Square Warehouse
Samhita Co-operative Society Ltd., Andheri – And Mrs. Yashodhara Industries Private made on feet
Kurla Road, Sakinaka, Mumbai – 400072 H. Mehta Limited acting February 09,
through its Director 2022
Mrs. Priti P.
Agarwal

Consideration:-
Rs. 82,75,000/-

7. 8th floor in the “B” wing of "TARA" in Mr. Uday R. Sharma M/s. Fractal Sale Deed is Owned 866 Square Company
Srishti Complex, "Tara Co-Operative Housing and Mrs. PurviUday Industries Private made on feet Guest House
Society Ltd" Survey No. 47b, Hissa No. 2, Sharma Limited October 22,
CTS No. 73, 73/1 & 2, and 73B 74, 74/1 & 2 2021
of Village Tungwa Saki Vihar Road, Powai,
Mumbai – 400072.

Consideration:-
Rs.
1,75,00,000/-

8. Gala Number 8, Ground floor Roop Industrial M/s. Roop Industries a Mr. Brij Narayan Lease Deed is Leased 1090 Square Warehouse
Premises partnership represented Khanna HUF made on feet
by its partner Mr. acting through its May 09, 2023
Co-Operative Society Limited Shri Naka SanjivKhanna karta Mr. Brij
Andheri - Kurla Road, Opposite Sakinaka (Licensor) Narayan Khanna Lease period –
Andheri (East), Mumbai – 400072 (Licensee) 36 month

And Effective from

May 01, 2023
M/s. Fractal
till April 30,
Industries Private

173
 Limited (Sub- 2026
Licensee)
Rent :- Rs. /-
Per Month
9. Gala No. 107, Bhullar Star Industrial Premises Pankaj Bishwanath M/s. Fractal Lease Deed Leased 816 Sq. Ft. Warehouse
Co-operative Society Limited, Andheri Kurla Agarwal Industries Private dated October
Road, Sakinaka Andheri East, Mumbai Limited 04, 2025
400072, Maharashtra
Lease period –
36 month

Effective from
August 06, 2025
till August 05,
2028

Rent:-
Rs. 1,10,000/-
Per Month for
first 12 months
Rs. 1,21,000/-
Per Month for
Next 12 months
Rs. 1,33,100/-
Per Month for
Next 12 months
10. Gala No. 106, Bhullar Star Industrial Premises Pankaj Bishwanath M/s. Fractal Lease Deed Leased 554 Square Warehouse
Co-operative Society Limited, Andheri Kurla Agarwal Industries Private dated October feet
Road, Sakinaka Andheri East, Mumbai Limited 04, 2025
400072, Maharashtra
Lease period –
36 month

Effective from
August 06, 2025
till August 05,
2028

174
 Rent:-
Rs. 70,000/- Per
Month for first
12 months
Rs. 77,000/- Per
Month
for Next 12
months
Rs. 84,700/- Per
Month for Next
12 months

11. Unit No. 17, 2nd Floor, Khanna Estate, Mr. Rajesh Baldev Raj M/s. Fractal Lease Deed is Leased 1900 Manufacturing
Village:- Saki Vijay Print Road, Sakinaka, kapoor Industries Private made on March Square feet Unit
Mumbai-400072 Limited acting 06, 2025
through its Mr.
Pankaj Lease period –
BishwanathAgrawa 36 month
l
Effective from
March 01, 2025
till February 29,
2028

Rent:-
Rs. 40000/- Per
Month for first
12 months
Rs. 42000/- Per
Month for Next
12 months
Rs. 44100/- Per
Month for Next
12 months

175
12. Survey No. 749, Old Survey No. 119/3 Mrs. Pratiksha M/s. Fractal Lease Deed Leased approximatel Warehouse
SutraiFaliya, K K Farm, Village:-Sarodhi, Mohitkumar Desai Industries Private is made on y 15,000 sq.
Taluka- Pardi, District-Valsad, Gujarat, India - Limited September ft
396185 17, 2025

Lease period
– 36 month

Effective
from
December
01, 2023 till
October 31,
2026

Rent:-
Rs. Rs.
72,500 for
the first year,
Rs. 76,000
for the
second year,
and Rs.
80,000 for
the third
year.
13. 202, Second Floor, EF3 Mall, Mathura Road, M/s. Business Plus M/s. Fractal Agreement is Virtual -- Virtual
Faridabad-121001, Seat No - E234 Network Private Limited Industries Private made on Space Principal place
acting through its Limited agreement of business for
Director Mr. Jayant Agreement Correspondenc
period – 11 e
month

Effective
from July 22,
2024 till July
21, 2025
(Renewal in
process)

176
14. Khasra No. 14//6, 7, 13, 14, 15, 17, 18, 23, 24, M/s Sunsat Real Estate Instakart Services Through Leased -- Virtual Space
25 16//1, 2, 9, 10, 11 12/1, 17//3, 4, 5, 6, 7, 8, Services Private Private Limited Instakart for
Village Binola, Tehsil Manesar Gurgaon, Limited, NOC Warehousing
Binola, Gurugram, Haryana, 122413
15. Block C, Embassy Industrial Parks Private Embassy Industrial Instakart Services Through Leased -- Virtual Space
Limited, Village Pathredi, Tehsil -Manesar, Parks Private Limited Private Limited Instakart Warehousing
Pathrari, Gurugram, Haryana, 122413 NOC
16. L.R. Dag No 174, Sub Lessor: Stellar Sub Lessee: Through Sub Lease -- Virtual Space
175,176,177,178,179,180,181,182,185,186,18 Value Chain Solutions Instakart Services Instakart Deed Warehousing
7, L. R Khaitan No-5820, J.L No-11, Situated Private Limited Private Limited NOC
At Mouza -Belumilki, Belumilki, Hooghly,
West Bengal, 712223

17. Desk No. A050 Mr. Krishna Kumar M/s. Fractal Agreement is Virtual -- Virtual
Salap Kali Tala Near Jhool Tola Pool, Singh S/o Late of Jitraj Industries Private made on Space Principal place
Howrah-711409 Prasad Singh Limited January 09, agreement of business for
And 2025 Correspondenc
M/s. Nextgen e
Business Support Agreement
Services Private period – 11
Limited month

Effective
from January
09, 2025 till
December
08, 2025

Rent:- Rs.
12000/- Per
month

177
18. Survey Numbers 231 And 232 Soukya Road, Mr. R Dasarath, S/o Instakart Services Through Virtual -- Virtual Space
Samethanahalli Village, Ramaiya Reddy Private Limited Instakart Space for
AnugondanahalliHobli, HoskoteTaluk, NOC agreement Warehousing
Bengaluru, Bengaluru Rural, Karnataka,
560067

19. No. 42/1 & 43, Kacherakanahalli Village, Mr. Ramaiya Reddy Instakart Services Through Virtual -- Virtual Space
JadigenahalliHobli, HoskoteTaluk, Bengaluru, Dasarath Private Limited Instakart Space for
Bengaluru Rural, Karnataka, 560067 NOC agreement Warehousing

20. 2Nd Floor-Partition B, No 15, 1St Main Road Nextgen Business M/s. Fractal Agreement is Virtual -- Virtual
Pattegarapalya, Vijaynagar North, Bengaluru, Support Services Pvt. Industries Private made on July Space Principal place
Bengaluru Urban, Karnataka, 560079 Ltd Limited 24, 2024 agreement of business for
Correspondenc
Agreement e
period – 11
month

Effective
from July 24,
2024 till June
23, 2025
(Renewal in
process)

Rent:- Rs.
12000/- Per
month

178
INSURANCE POLICIES
Except as mentioned below, our Company does not have any insurance policies as on date of this Draft Red Herring Prospectus.
Issuing Date of
S. No. Description Risk Location Policy Number Sum Assured Premium Date of Issue
Company Expiry
M/s. Fractal Industries
Limited,
The Oriental
Bharat Sookshma
212, 2nd floor, Bhullar Insurance March 28, March 27,
1. Udyam Suraksha 590000/11/2025/1240 4,75,00,000/- 44,701/-
Star Premises, Behind Company 2025 2026
Policy
Sakinaka AndheriKurla Limited
Road, Sakinaka, Andheri
(East),Mumbai-400072
M/s. Fractal Industries
Limited,
The Oriental
Bharat Sookshma
212, 2nd floor, Bhullar Insurance March 28, March 27,
2. Udyam Suraksha 590000/11/2025/1243 2,50,00,000/- 23,195/-
Star Premises, Behind Company 2025 2026
Policy
Sakinaka AndheriKurla Limited
Road, Sakinaka, Andheri
(East),Mumbai-400072
M/s. Fractal Private
Industries Limited,
The Oriental October 19,
Burglary - Floater 212, 2nd floor, Bhullar Insurance October 24, 2025
3. 590000/48/2025/3275 5,01,00,000/- 10,925/-
Policy Schedule Star Premises, Behind Company 2024 (Renewal in
Sakinaka AndheriKurla Limited process)
Road, Sakinaka, Andheri
(East), Mumbai-400072
M/s. Fractal Private
Industries Limited,
The Oriental October 19,
Burglary -
212, 2nd floor, Bhullar Insurance October 24, 2025
4. Standard Policy 590000/48/2025/3276 18,00,00,000/- 36,448/-
Star Premises, Behind Company 2024 (Renewal in
Schedule
Sakinaka AndheriKurla Limited process)
Road, Sakinaka, Andheri
(East), Mumbai-400072

179
 M/s. Fractal Private
Industries Limited,
The Oriental October 19,
Bharat Sookshma
212, 2nd floor, Bhullar Insurance October 24, 2025
5. Udyam Suraksha 590000/11/2025/652 5,01,00,000/- 43,568/-
Star Premises, Behind Company 2024 (Renewal in
Policy
Sakinaka AndheriKurla Limited process)
Road, Sakinaka, Andheri
(East), Mumbai-400072
M/s. Fractal Private
Industries Limited,
Endorsement-
The Oriental October 19,
policy
212, 2nd floor, Bhullar Insurance March 26, 2025
6. Bharat Sookshma 590000/11/2025/653-002 -- --
Star Premises, Behind Company 2025 (Renewal in
Udyam Suraksha
Sakinaka AndheriKurla Limited process)
Policy
Road, Sakinaka, Andheri
(East), Mumbai-400072
Mr. Anoopkumar’s
Agarwal,
Two-Wheeler
Bajaj Allianz
Package Policy
B 203 Ritu Raj General
OG-26-9906-1802- August 08, August 07,
7. Coopreative Housing Insurance 21,862/- 8,82/-
Registration 00168958 2025 2026
Society Om Sai Complex Company
Number:-
Shiv SenaGaliBhayander Limited
MH-04-HH-0575
Thane Maharashtra,
400010
Mr. PankajBishwanath
Digit Private car
Agrawal,
Policy
Go Digit
September 15, September
8. A 102 Twin Star D150322979/13092024 General 1,12,392/- 10864.64/-
Registration 2025 14, 2026
ChsShrusti complex Insurance Ltd
Number:-
Sakivihar Road Powai,
MH-15-BD-9045
Mumbai

180
 KEY INDUSTRY REGULATIONS
The following description is a summary of the relevant regulations and policies as prescribed by the GoI and other
regulatory bodies that are applicable to our business. The information detailed below has been obtained from various
legislations, including rules and regulations promulgated by regulatory bodies, and the bye laws of the respective local
authorities that are available in the public domain. The regulations set out below may not be exhaustive and are merely
intended to provide general information to the shareholders and neither designed, nor intended to substitute for
professional legal advice. For details of government approvals obtained by us, see the section titled “Government and
Other Approvals” on page 297 of this Draft Red Herring Prospectus.
The Companies Act:
The Companies Act primarily regulates the formation, financing, functioning and restructuring of Companies as separate
legal entities. The Act provides regulatory and compliance mechanism regarding all relevant aspects including
organizational, financial and managerial aspects of companies. The provisions of the Act state the eligibility, procedure
and execution for various functions of the company, the relation and action of the management and that of the shareholders.
The law laid down transparency, corporate governance and protection of shareholders & creditors. The Companies Act
plays the balancing role between these two competing factors, namely, management autonomy and investor protection.
Sebi Regulations:
Securities And Exchange Board of India is the regulatory body for securities market transactions including regulation of
listing and delisting of securities. It forms various rules and regulations for the regulation of listed entities, transactions of
securities, exchange plat forms, securities market and intermediaries thereto. Apart from the SEBI Act, 1992, SCRA 1956,
SCRR 1957 and other rules and regulations, listed entities are mainly regulated by SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, SEBI
(Substantial Acquisition of Shares and Takeover) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations,
2015.
TAX RELATED REGULATIONS
Income Tax Act, 1961:
Income Tax Act, 1961 is applicable to every Domestic / Foreign Company whose income is taxable under the provisions
of this Act or Rules made under it depending upon its “Residential Status” and “Type of Income” involved. U/s 139(1)
every Company is required to file its Income tax return for every Previous Year by 31st October of the Assessment Year.
Other compliances like those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative Tax and like are
also required to be complied by every Company.
Goods and Service Tax Act, 2017:
The Central Goods and Services Tax Act, 2017 is an Act to make a provision for levy and collection of tax on intra-State
supply of goods or services or both by the Central Government and for matters connected there with or incidental thereto.
In line with CGST Act, each state Governments has enacted State Goods and Service Tax Act for respective states.
Goods and Services Tax (GST) is a comprehensive indirect tax on manufacture, sale and consumption of goods and services
throughout India to replace taxes levied by the central and state governments on goods as services. This method allows
GST-registered businesses to claim tax credit to the value of GST they paid on purchase of goods or services or both as
part of their normal commercial activity. The mechanism provides for two level taxation of interstate and intra state
transactions. When the supply of goods or services happens within a state called as intra-state transactions, then both the
CGST and SGST will be collected. Where as if the supply of goods or services happens between the states called as inter-
state transactions and IGST will be collected. Exports are considered as zero-rated supply and imports are levied the same
taxes as domestic goods and services adhering to the destination based taxation principle in addition to the Customs Duty
which has not been subsumed in the GST.
Customs Act, 1962:
The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of goods i.e.
bringing into India from a place outside India or at the time of export of goods i.e. taken out of India to a place outside
India. Any Company requiring to import or export any goods is first required to get it registered and obtainan IEC (Importer
Exporter Code) in terms of provisions of the Foreign Trade Development and Regulation Act, 1992. Imported goods in
India attract basic customs duty, additional customs duty and cesses in terms of the provisions of the Customs Act, 1962,
Customs Tariff Act, 1975 and the relevant provisions made there under. The rates of basic customs duty are specified under
the Customs Tariff Act 1975. Customs duty is calculated on the asseesable value of the goods. Customs duties are

181
administrated by Central Board of Indirect Taxes and Customs under the Ministry of Finance.
State Tax on Profession, Trades, Callings and Employment Rules, 1975
The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession or
trade. The State Government of each State is empowered with the responsibility of structuring as well as formulating the
respective professional tax criteria and is also required to collect funds through professional tax. The professional taxes are
charged on the incomes of individuals, profits of business or gains in vocations. The professional tax is charged as per the
List II of the Constitution. The professional tax is classified under various tax slabs in India. The tax payable under the
State Acts by any person earning a salary or wage shall be deducted by his employer from the salary or wages payable to
such person before such salary or wages is paid to him, and such employer shall, irrespective of whether such deduction
has been made or not when the salary and wage is paid to such persons, be liable to pay tax on behalf of such person and
employer has to obtain the registration from the assessing authority in the prescribed manner.
BUSINESS/ TRADE RELATED LAWS/ REGULATIONS:
Consumer Protection (E-Commerce) Rules, 2020 (the “E-commerce Rules”):
The E-Commerce Rules regulate the marketing, sale and purchase of goods and services over a digital or electronic
network. It restricts the use of any unfair trade practice by e-commerce entities and mandates the establishment of an
adequate grievance redressal mechanism and the appointment of a grievance officer. Further, the E-Commerce Rules
required all e-commerce entities to appoint a nodal person of contact or an alternate senior designated functionary to ensure
compliance with its provisions. Contravention of the E-Commerce Rules will attract penal action in accordance with the
Consumer Protection Act, 2019.
Consumer Protection Act, 2019 (the “Consumer Protection Act”) and the rules made thereunder:
The Consumer Protection Act, which repeals the Consumer Protection Act, 1986, was designed and enacted to provide
simpler and quicker access to redress consumer grievances. It seeks, inter alia to promote and protect the interests of
consumers against deficiencies and defects in goods or services and secure the rights of a consumer against unfair trade
practices, which may be practiced by manufacturers, service providers and traders. The definition of “consumer” under the
Consumer Protection Act also includes persons engaged in offline or online transactions through electronic means or by
tele-shopping or direct-selling or multi-level marketing. It provides for the establishment of consumer disputes redressal
forums and commissions for the purposes of redressal of consumer grievances. In addition to awarding compensation
and/or passing corrective orders, the forums and commissions under the Consumer Protection Act, in cases of misleading
and false advertisements, are empowered to impose imprisonment for a term which may extend to two years and fine which
may extend to ten lakhs. 152 Section 94 of the Consumer Protection Act, 2019 deals with measures to prevent unfair trade
practices in e-commerce, direct selling, etc. it states that for the purposes of preventing unfair trade practices in e-
commerce, direct selling and also to protect the interest and rights of consumers, the Central Government may take such
measures in the prescribed manner.
Draft National E-Commerce Policy 2019
Draft National E-Commerce Policy Prepared by Government of India addresses six broad areas of the e-commerce
ecosystem viz. data, infrastructure development, e-commerce marketplaces, regulatory issues, stimulating domestic digital
economy and export promotion through ecommerce. The Policy takes into account interests of all stakeholders including
investors, manufacturers, MSMEs, traders, retailers, startups and consumers. The National E-Commerce Policy has been
formulated with a vision to provide a level-playing field to all stakeholders, including the individual consumers and
MSMEs and start-ups.

Technology Up-Gradation Fund Scheme:

Ministry of Textiles has been implementing Technology Up-gradation Funds Scheme (“TUFS”) since 1999 to facilitate
technology upgradation of textiles industry in the country. TUFS aims at making available funds to the domestic textile
industry of existing units as well as to set up new units with state-of-the-art technology so that its viability and
comprehensiveness in the domestic as well as international markets may enhance. TUFS provides for interest
reimbursement/capital subsidy/margin money subsidy and has been devised to bridge the gap between the cost of interest
and the capital component to ease up the working capital requirement and to reduce the transaction cost, etc. TUFS is an
important tool to infuse financial support to the textiles industry and help it capitalize on the vibrant and expanding global
and domestic markets, through technology up-gradation, cost effectiveness, quality production, efficiency and global
competitiveness.
New Textiles Policy, 2020:

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The New Textiles Policy, 2020 is aimed at developing in the country a competitive textile sector that is modern, sustainable,
and inclusive. This new policy will have a special focus on the manufacturing of apparel and garment, technical textiles,
man-made fiber products and exports. It will envisage positioning India as a fully integrated, globally competitive
manufacturing and exporting hub and will entail the strategy and action plan for the country's textile and apparel segments
while maintaining a pre-eminent position in the handicraft and handloom sectors.
Copyright Act of 1957:
The Copyright Act of 1957 in India safeguards unique works of art, literature, music, and fashion designs from intellectual
property theft. The major purpose is to protect designs and patterns by allowing designers to register them under copyright
laws. Designers who achieve these requirements have the exclusive right to duplicate and distribute their work.
Design Act of 2000:
The Design Act of 2000 protects unique designs in India, such as shapes, patterns, colors, and combinations that set
garments apart. The Act forbids design piracy and is governed by Design Rules 2000 classes 2, 3, 5, 10, and 11. To be
eligible for registration, designs must be new, unknown before filing, distinct from existing designs, and free of scandalous
or obscene material.
Advertising Laws:
The Advertising Standards Council of India (ASCI), a self-regulatory organization, oversees Indian advertising laws. The
ASCI's code of ethics establishes advertising standards, mandating that advertisements be accurate, not objectionable to
the public, and by the law.
REGULATIONS RELATED TO FOREIGN TRADE AND INVESTMENT:
The Foreign Direct Investment:
The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment (“FDI”)
through press notes and press releases. The Department for Promotion of Industry and Internal Trade (DPIIT), Ministry of
Commerce & Industry, Government of India makes policy pronouncements on FDI through Consolidated FDI Policy
Circular/Press Notes/Press Releases which are notified by the Department of Economic Affairs (DEA), Ministry of
Finance, Government of India as amendments to the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019
under the Foreign Exchange Management Act, 1999 (42 of 1999) (FEMA). DPIIT has issued consolidated FDI Policy
Circular of 2020 (“FDI Policy 2020”), which with effect from October 15, 2020, consolidates and supersedes all previous
press notes, press releases and clarifications on FDI Policy that were in force. The Government proposes to update the
consolidated circular on FDI policy once every year and therefore, FDI Policy 2020 will be valid until an updated circular
is issued.
The reporting requirements for any investment in India by a person resident outside India under Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 are specified by the RBI. Regulation 4 of the Foreign Exchange
Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 vide notification No. FEMA.
395/2019-RB dated 17.10.2019 issued by the RBI stipulates the reporting requirement for any investment in India by a
person resident outside India. All the reporting is required to be done through the Single Master Form (SMF) available on
the Foreign Investment Reporting and Management System (FIRMS) platform at [Link]
Under the current FDI Policy of 2020, foreign direct investment in micro and small enterprises is subject to sectoral caps,
entry routes and other sectoral regulations.
Foreign Exchange Management Act, 1999 (“FEMA”) and Regulations framed thereunder:
Foreign investment in India is governed primarily by the provisions of the FEMA which relates to regulation primarily by
the RBI and the rules, regulations and notifications thereunder, and the policy prescribed by the Department of Promotion
of Industry and Internal Trade, Ministry of Commerce & Industry, Government of India. As laid down by the FEMA
Regulations no prior consents and approvals are required from the Reserve Bank of India, for Foreign Direct Investment
under the ‘automatic route’ within the specified sectoral caps. In respect of all industries not specified as FDI under the
automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval
may be required from the FIF and/or the RBI. The RBI, in exercise of its power under the FEMA, has notified the Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 ("FEMA
Regulations") to prohibit, restrict or regulate, transfer by or issue security to a person resident outside India and Foreign
Exchange Management (Export of Goods and Services) Regulations, 2015 for regulation on exports of goods and services.
Ownership restrictions of FIIs:

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Under the portfolio investment scheme, the total holding of all FIIs together with their sub-accounts in an Indian company
is subject to a cap of 24% of the paid-up capital of a company, which may be increased up to the percentage of sectoral cap
on FDI in respect of the said company pursuant to are solution of the board of directors of the company and the approval
of the shareholders of the company by a special resolution in a general meeting. The total holding by each FII, or in case
an FII is investing on behalf of its sub-account, each sub-account should not exceed 10% of the total paid-up capital of a
company.
Laws related to Overseas Investment by Indian Entities:
Overseas investment by Indian Entities are governed under Foreign Exchange Management Act, 1999 under which the
central Government of India have notified Foreign Exchange Management (Overseas Investment) Rules, 2022 in
suppression of Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004 and the
Foreign Exchange Management (Acquisition and Transfer of Immovable Property Outside India) Regulations, 2015.
Followed by the rules, RBI has vide notification no. RBI/2022-2023/110, A.P. (DIR Series) Circular No.12 dated August
22, 2022 have issued Foreign Exchange Management (Overseas Investment) Directions, 2022 and Foreign Exchange
Management (Overseas Investment) Regulations, 2022. These legislations frame the investment fields, mode and cap for
various sectors and regions, by any person resident in India and the reporting requirements.
Foreign Trade Policy 2023:
The Central Government of India in exercise of powers conferred under Section 5 of the Foreign Trade (Development &
Regulation) Act, 1992 (No. 22 of 1992) [FT (D&R) Act], as amended, has notified Foreign Trade Policy (FTP) 2023 which
is effective from April 01, 2023 and shall continue to be in operation unless otherwise specified or amended. It provides
for a framework relating to export and import of goods and services.
LAWS RELATED TO ENVIRONMENTAL LAWS:
National Environmental Policy, 2006
The dominant theme of this policy is that while conservation of environmental resources is necessary to secure livelihoods
and well-being of all, the most secure basis for conservation is to ensure that people dependent on particular resources
obtain better livelihoods from the fact of conservation, than from degradation of the resource.
Environment (Protection) Act, 1986 as amended (“EPA”)
The EPA has been enacted for the protection and improvement of the environment. It stipulates that no person carrying on
any industry, operation or process shall discharge or emit or permit to be discharged or emitted any environmental pollutant
in excess of such standards as may be prescribed. Further, no person shall handle or cause to be handled any hazardous
substance except in accordance with such procedure and after complying with such safeguards as may be prescribed. EPA
empowers the Central Government to take all measures necessary to protect and improve the environment such as laying
down standards for emission or discharge of pollutants, providing for restrictions regarding areas where industries may
operate and generally to curb environmental pollution. Pollution control boards have been constituted in all states in India
to exercise the powers and perform the functions provided for under these statutes for the purpose of preventing and
controlling pollution. Companies are required to obtain consents of the relevant state pollution control boards for emissions
and discharge of effluents into the environment.
Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”)
The Water Act provides for one Central Pollution Control Board, as well as state pollution control boards, to be formed to
implement its provisions, including enforcement of standards for factories discharging pollutants into water bodies. 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 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 effluent. The Water Act prescribes specific amounts of
fine and terms of imprisonment for various contraventions.
LAWS RELATING TO INTELLECTUAL PROPERTY
Trademarks Act, 1999
Under the Trademarks Act, 1999 (“Trademarks Act”), a trademark is a mark capable of being represented graphically and
which is capable of distinguishing the goods or services of one person from those of others used in relation to goods and
services to indicate a connection in the course of trade between the goods and some person having the right as proprietor
to use the mark. A ‘mark’ may consist of a device, brand, heading, label, ticket, name signature, word, letter, numeral,
shape of goods, packaging or combination of colours or any combination thereof.

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LAWS RELATED TO EMPLOYMENT OF MANPOWER:
The Factories Act, 1948 (“Factories Act”)
The term ‘factory’, as defined under the Factories Act, includes any premises which employs or has employed on any day
in the previous 12 months, 10 or more workers and in which any manufacturing process is carried on with the aid of power,
or any premises wherein 20 or more workmen are employed at any day during the preceding 12 months and in which any
manufacturing process is carried on without the aid of power. State Governments have issued 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 mandates the ‘occupier’ of a factory to ensure the health, safety and welfare of all workers in the factory
premises. Further, the “occupier” of a factory is also required to ensure (i) the safety and proper maintenance of the factory
such that it does not pose health risks to persons in the factory premises; (ii) the safe use, handling, storage and transport
of factory articles and substances; (iii) provision of adequate instruction, training and supervision to ensure workers’ health
and safety; and (iv) cleanliness and safe working conditions in the factory premises. If there is a contravention of any of
the provisions of the Factories Act or the rules framed thereunder, the occupier and manager of the factory may be punished
with imprisonment or with a fine or with both.
Employees Provident Fund and Miscellaneous Provisions Act, 1952
Under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act), compulsory provident fund,
family pension fund and deposit linked insurance are payable to employees in factories and other establishments. The
legislation provides that an establishment employing more than 20 (twenty) persons, either directly or indirectly, in any
capacity whatsoever, is either required to constitute its own provident fund or subscribe to the statutory employee‘s
provident fund. The employer of such establishment is required to make a monthly contribution to the provident fund
equivalent to the amount of the employee‘s contribution to the provident fund. There is also a requirement to maintain
prescribed records and registers and filing of forms with the concerned authorities. The EPF Act also prescribes penalties
for avoiding payments required to be made under the abovementioned schemes.
Employees State Insurance Act, 1948, as amended (the “ESIC Act”)
The ESI Act, provides for certain benefits to employees in case of sickness, maternity and employment injury. All
employees in establishments covered by the ESI Act are required to be insured, with an obligation imposed on the employer
to make certain contributions in relation thereto. In addition, the employer is also required to register itself under the ESI
Act and maintain prescribed records and registers.
Employees Deposit Linked Insurance Scheme (EDLI)
The Employees Deposit Linked Insurance Scheme or EDLI is an insurance cover provided by the EPFO (Employees
Provident Fund Organisation) for private sector salaried employees who are members of EPFO. The EDLI scheme was
launched in 1976. The registered nominee receives a lump-sum payment in the event of the death of the person insured
(employee) during the period of the service.
Payment of Gratuity Act, 1972, as amended (the “Gratuity Act”)
The Gratuity Act establishes a scheme for the payment of gratuity to employees engaged in every factory, mine, oil field,
plantation, port and railway company, every shop or establishment in which ten or more persons are employed or were
employed on any day of the preceding twelve months and in such other establishments in which ten or more employees
are employed or were employed on any day of the preceding twelve months, as notified by the Central Government from
time to time. Penalties are prescribed for non-compliance with statutory provisions.
Under the Gratuity Act, an employee who has been in continuous service for a period of five years will be eligible for
gratuity upon his retirement, resignation, superannuation, death or disablement due to accident or disease. However, the
entitlement to gratuity in the event of death or disablement will not be contingent upon an employee having completed five
years of continuous service. The maximum amount of gratuity payable may not exceed 1 million.
Certain other laws and regulations that may be applicable to our Company in India include the following:
• Minimum Wages Act, 1948 and rules made thereunder.
• Industrial (Development and Regulation) Act, 1951 (“IDRA”)
• Industrial Disputes Act, 1947 (“ID Act”)
• Payment of Bonus Act, 1965 (“POB Act”)
• Child Labour (Prohibition and Regulation) Act, 1986
• Inter-State Migrant Workers (Regulation of Employment and Conditions of Service) Act, 1979
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("SHWW Act")
• Equal Remuneration Act, 1976 (“ER Act”)

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• Contract Labour (Regulation and Abolition) Act, 1970 (CLRA) and Contract Labour (Regulation and Abolition)
Central Rules, 1971 (Contract Labour Rules)
• Maternity Benefit Act, 1961 ("Maternity Act")
• Industrial Employment Standing Orders Act, 1946
• Apprentices Act, 1961
To rationalize and reform labour laws in India, the Government has enacted the following codes:
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. 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.
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. It
subsumes and simplifies the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the
Industrial Disputes Act, 1947.
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 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 suffer, among others.
Occupational Safety, Health and Working Conditions Code, 2020, which amends and consolidates laws regarding the
occupational safety, health and working conditions of persons employed in an establishment. It subsumes various
enactments including, among others, the Factories Act, 1948 and the Contract Labour (Regulation and Abolition) Act,
1970.
While certain portions of the Code on Wages, 2019, have now been enforced by the Ministry of Labour and Employment,
the remainder of these codes shall become effective on the day that the Government shall notify for this purpose.
OTHER GENERAL REGULATIONS:
The Competition Act, 2002:
The Competition Act, 2002 is a law in India that aims to: Promote competition in markets, protect consumer interests,
ensure freedom of trade, prevent practices that harm competition, and promote economic development.
The act was passed by Parliament in 2002 and took effect on September 1, 2009. It replaced the Monopolies and Restrictive
Trade Practices Act, 1969 (MRTP Act). The act prohibits:Anti-competitive agreements; Abuse of dominant position by
enterprises; Combinations (mergers, amalgamations, and acquisitions) that could have an adverse effect on competition.
The act also established the: Competition Commission of India and Competition Appellate Tribunal.
State Laws:
We operate in various states. Accordingly, legislations passed by the state governments are applicable to us in those states.
These include legislations relating to, among others, Shops and Establishment Act, classification of fire prevention and
safety measures and other local licensing. Further, we require several approvals from local authorities such as municipal
bodies. The approvals required may vary depending on the state and the local area.
Municipality Laws:
Pursuant to the Constitution (Seventy-Fourth Amendment) Act, 1992, the respective state legislatures in India have power
to endow the municipalities with power to implement schemes and perform functions in relation to matters listed in the
Twelfth Schedule to the Constitution of India. The respective states of India have enacted laws empowering the
municipalities to issue trade license for operating eating outlet sand implementation of regulations relating to such license
along with prescribing penalties for non-compliance.
Approvals from Local Authorities
Setting up of a factory or manufacturing / housing unit entails the requisite planning approvals to be obtained from the
relevant Local Panchayat(s) outside the city limits and appropriate Metropolitan Development Authority within the city
limits. Consents are also required from the state pollution control board(s), the relevant state electricity board(s), the state
excise authorities, sales tax, among others, are required to be obtained before commencing the building of a factory or the

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start of manufacturing operations.
Other regulations:
Apart from the above list of laws – which is inclusive in nature and not exhaustive – general laws like the Indian Contract
Act 1872, Specific Relief Act 1963, Negotiable Instrument Act 1881, The Information Technology Act, 2000, Sale of
Goods Act 1930 and Consumer Protection Act 1986, The Arbitration &Conciliation Act, 1996 are also applicable to the
company.

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 HISTORY AND CORPORATE STRUCTURE
COMPANY’S BACKGROUND
Our Company was incorporated as “Fractal Industries Private Limited” as a private limited company under the provisions
of the Companies Act, 2013 vide Certificate of Incorporation dated January 9, 2020, issued by Assistant Registrar of
Companies, Central Registration Centre. Further, our Company was converted from a private limited company to public
limited company pursuant to special resolution passed in the Extra-Ordinary General Meeting of our Company dated
February 24, 2025 and consequently, the name of our Company was changed from “Fractal Industries Private Limited” to
“Fractal Industries Limited” and a fresh certificate of incorporation dated March 13, 2025 was issued to our Company by
the Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies, Central Processing Centre.
The Corporate Identification Number of our Company is U14101MH2020PLC335773.
Our Company was incorporated by Mr. Pankaj Bishwanath Agrawal and Mrs. Priti Pankaj Agrawal, being subscriber to
Memorandum of Association. Currently, Mr. Pankaj Bishwanath Agrawal and Mrs. Priti Pankaj Agrawal are the promoters
of our Company since its inception.
Our Company is engaged in the business of designing, sourcing and manufacturing of garments and providing end-to-end
warehousing and supply chain services to e-commerce platforms. Having Pan India presence, Fractal Industries is a full
service garment manufacturing and technology-driven supply chain management company focused on fast moving, high
quality apparel for e-commerce marketplaces (Myntra, Ajio and similar platforms). We integrate agile design-to-delivery
manufacturing, scalable production capabilities, rigorous quality control, and data-driven supply chain management to help
brands and private labels accelerate speed-to-market, improve margins, and enhance customer satisfaction. We also provide
integrated supply chain and fulfillment solutions that enable apparel brands, partners, and marketplaces to optimize and
streamline their e-commerce operations. Initially, our Company started manufacturing garments for Myntra. Gradually,
year on year basis, company started manufacturing for other marketplaces as well. With a monthly manufacturing capacity
of more than 3,00,000 garment units our Company has built a robust supply chain capable of handling multiple daily orders
and shipments across multiple marketplaces. Our Manufacturing unit is located at Mumbai with warehouses located in
Gujarat, Maharashtra, Haryana, West Bengal and Karnataka. Our Company also offers a wide array of value added services
to enhance e-commerce operations including Product Management System, Data Analytics, Integrated Logistics
Management, Order Management System, Inventory and Returns Management, Order Anomaly Detection, Multi Channel
Sales Enablement.
We attribute our growth in this industry under the able leadership and guidance of Mr. Pankaj Bishwanath Agrawal
(Promoter, Chairman and Managing Director), Mrs. Priti Pankaj Agrawal (Promoter), and a dedicated qualified team of
professionals of the Company. Mr. Pankaj Bishwanath Agrawal has an overall entrepreneurial experience of more than 22
years in the Supply Chain Management and Apparel Manufacturing Industry. Mr. Pankaj Bishwanath Agrawal has played
a key role in formulating policies, procedures and devising organizational development plans. His leadership skills,
business understanding, expertise and significant experience are instrumental for the growth of our business. His vision
has helped the Company to identify opportunities well in time. Currently he overlooks production, accounts and marketing
department of the Company. Mrs. Priti Pankaj Agrawal overlooks after the human resource and administration department
in the Company and has over 22 years of experience in the Supply Chain Management and Apparel Manufacturing Industry.
For further details of our promoters and our management, please see chapters titled “Our Promoters and Promoters’
Group” and “Our Management” on page no. 209 and 193 of this Prospectus.
REGISTERED OFFICE:
Gala 212, Bhullar Star Indl. Estate, Andheri Kurla Rd, Andheri East, Mumbai - 400072, Maharashtra. The Registered
office of our Company has not been changed since incorporation.
KEY AWARDS, CERTIFICATIONS, ACCREDITATIONS AND RECOGNITIONS
For Key Awards, Certifications, Accreditations please refer to the chapter titled “Business Overview” on Page no 138 of
this Draft Red Herring Prospectus.
AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION
AUTHORIZED SHARE CAPITAL
The following changes have been made in the Authorized Share Capital of our Company since inception:
Date of Amendment Particulars
On Incorporation Authorized Share Capital of ₹ 10.00 Lakh (Rupees Ten Lakh Only) consisting of 100000
(One Lakh) Equity Shares of ₹ 10/-each.

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 December 29, 2020 Increase in Authorized Share Capital from ₹ 10.00 Lakh (Rupees Ten Lakh Only) consisting
of 100000 (One Lakh) Equity Shares of ₹ 10/-each to ₹ 50.00 Lakhs (Rupees Fifty Lakh
Only) consisting of 500000 (One Five Lakh) Equity Shares of ₹ 10/-each.
February 24, 2025 Increase in Authorized Share Capital from ₹ 50.00 Lakh (Rupees Fifty Lakh Only) consisting
of 500000 (Five Lakh) Equity Shares of ₹ 10/-each to ₹ 1525.00 Lakhs (Rupees Fifteen
Hundred Twenty Five Lakh Only) consisting of 15250000 (One Fifty Two Lakh and Fifty
Thousand) Equity Shares of ₹ 10/-each.
NAME CLAUSE
The following changes have been made in Name Clause of our company since its inception:
Date of Shareholder’s Particulars
Approval
February 24, 2025 The Company was converted from a private limited company to public limited company
pursuant to special resolution passed in the Extra-Ordinary General Meeting of the Company
held on February 24, 2025 and consequently, the name of Company was changed from
“Fractal Industries Private Limited” to “Fractal Industries Limited”, vide fresh certificate of
incorporation dated March 13, 2025, issued by Assistant Registrar of Companies/ Deputy
Registrar of Companies/ Registrar of Companies, Central Processing Centre.
OBJECT CLAUSE
The following changes have been made in the Object Clause of our Company since its inception:
Date of Shareholder’s Particulars
Approval
January 9, 2020 The Main Object to be pursued by the Company on its Incorporation:
To carry on the business as weavers or otherwise manufacturers, buyers, sellers, importers,
exporters and dealers of household linen, sleeping bags, bedspreads, pillow shams, barrettes,
hair bands, zippers, bed linen of paper, wigs, dressmakers' articles, buckles, hair nets, key
rings or key chains, fabric for footwear, filtering materials, ribbons and bows for gift
wrapping, covers for cushions, table napkins, Curtains and other accessories related to the
above.
May 5, 2025 The Main Object to be pursued by the Company is as follows:
1. To carry on the business of supply chain management including but not limited to
procurement, manufacturing, warehousing, inventory management, logistics,
distribution, packaging and last-mile delivery. To establish, operate and manage
fulfilment centres, warehouses and distribution networks and to enter into agreements,
contracts and collaborations with manufacturers, suppliers, transporters and other
stakeholders for the efficient handling and movement of goods. To develop and
implement technology-driven solutions for supply chain optimization and to engage in
the import, export, trading and distribution of articles. To undertake all such activities as
may be necessary, incidental or conducive to the attainment of the aforesaid objects in
compliance with applicable laws and regulations.

2. To carry on the business as manufacturers, designers, traders, dealers, wholesalers,

agents, distributors, consigners, consignees, commission agents, retailers, combers, job
workers, scourers, spinners, weavers, finishers, dyers, tailors and drapers. To engage in
the import and export of all garments, including ethnic wear and related accessories for
gentlemen, ladies and children, as well as household linen, sleeping bags, bedspreads,
pillow shams, hair accessories, zippers, dressmakers’ articles, buckles, key rings, fabric
for footwear, filtering materials, ribbons, cushion covers, table napkins, curtains,
undergarments, handkerchiefs, scarves, gloves, socks, caps, headdresses, towels, bed
covers, sportswear and accessories. These products may be made from cotton, wool, silk,
terry-cotton, linen or any other scientifically developed fabrics suitable for garment,

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 industrial and furnishing purposes. Additionally, to engage in printing, knitting, dyeing
and coloring of all kinds of fabrics and yarns, and to establish and operate showrooms,
departmental stores or other retail outlets.
MAJOR EVENTS
Except mentioned herein below, there are no major events in the company since its incorporation:
Year Key Events/Milestone/Achievement
2020 Our Company was incorporated as a private limited company under the name “Fractal Industries Private
Limited”
2025 Conversion of our Company from Private Limited to Public Limited
OTHER DETAILS REGARDING OUR COMPANY
For information on our activities, services, growth, technology, marketing strategy, our standing with reference to our
prominent competitors and customers, please refer to sections titled “Business Overview”, “Industry Overview” and
“Management’s Discussion and Analysis of Financial Conditions and Results of Operations” beginning on page no.
138, 100 and 269 respectively of this Draft Red Herring Prospectus. For details of our management and managerial
competence and for details of shareholding of our Promoters, please refer to sections titled “Our Management” and
“Capital Structure” beginning on page nos. 193 and 68 respectively of this Draft Red Herring Prospectus.
RAISING OF CAPITAL IN FORM OF EQUITY OR DEBT
For details regarding our capital raising activities through equity or debt, please see the section entitled “Capital Structure”
and “Restated Financial Statements” on page nos. 68 and 215 respectively of this Draft Red Herring Prospectus.
DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/ BANKS AND
CONVERSION OF LOANS INTO EQUITY
There have been no defaults or rescheduling of borrowings with financial institutions/banks in respect of our current
borrowings from lenders. None of our outstanding loans have been converted into equity shares.
HOLDINGS AND JOINT VENTURES OF THE COMPANY
As on the date of this Draft Red Herring Prospectus, our Company does not have Holding Company or Joint Venture
Company
SUBSIDIARIES OF THE COMPANY
As on the date of this Draft Red Herring Prospectus, our Company has one subsidiary namely:
1. Nested Brands Private Limited
Corporate Information: Nested Brands Private Limited was incorporated on April 26, 2025 as Private Company Limited
by Shares under the provision of Companies Act, 2013 vide Certificate of incorporation issued by the Assistant Registrar
of Companies/Deputy Registrar of Companies/Registrar of Companies, Central Registration Centre.
CIN: U74909MH2025PTC446902
Registered Office: Gala 212, Bhullar Star Industrial Estate, Andheri Kurla Road, Sakin, Mumbai - 400072, Maharashtra,
India.
Nature of Business: The Company is established to engage in brand creation, including the development of brand
identities, concept and strategies for itself as well as for other companies and parties.
Capital Structure: As on the date of Draft Red Herring Prospectus, the Authorised Capital and Paid up Capital of the
Company is ₹ 10,00,000/-.
Board of Directors: Pankaj Bishwanath Agrawal, Aryan Navin Bhasin, Gopal Dutt Vashisht and Pratik Pankaj Agrawal.
Shareholding Pattern:
Name of shareholder No. of Shares held Face Value (In ₹)
Fractal Industries Limited 55000 10
Aryan Navin Bhasin 17500 10

190
 Gopal Dutt Vashisht 10000 10
Pratik Pankaj Agrawal 17500 10
Total 1,00,000 10

INJUCTION AND RESTRAINING ORDER

Our company is not under any injunction or restraining order, as on date of filing of this Draft Red Herring Prospectus.
MANAGERIAL COMPETENCE
For managerial competence, please refer to the chapter titled “Our Management” beginning on page no. 193 of this
Draft Red Herring Prospectus.
MATERIALACQUISITIONS/AMALGAMATIONS/MERGERS/REVALUATIONOFASSETS/DIVESTMENT
OF BUSINESS/UNDERTAKING IN LAST TEN YEARS
Our Company has not made any material acquisitions or divestments of any business or undertaking, and has not
undertaken any mergers, amalgamation or revaluation of assets in the last ten years expect as provided in this Draft
Red Herring Prospectus.
MAIN OBJECTS AS SET OUT IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY
The object clauses of the Memorandum of Association of our Company enable us to undertake the activities for
which the funds are being raised in the present Issue. Furthermore, the activities of our Company which we have
been carrying out until now are in accordance with the objects of the Memorandum. The Main Object of the
Company are as follows:
1. To carry on the business of supply chain management including but not limited to procurement, manufacturing,
warehousing, inventory management, logistics, distribution, packaging and last-mile delivery. To establish, operate
and manage fulfilment centres, warehouses and distribution networks and to enter into agreements, contracts and
collaborations with manufacturers, suppliers, transporters and other stakeholders for the efficient handling and
movement of goods. To develop and implement technology-driven solutions for supply chain optimization and to engage
in the import, export, trading and distribution of articles. To undertake all such activities as may be necessary,
incidental or conducive to the attainment of the aforesaid objects in compliance with applicable laws and regulations.

2. To carry on the business as manufacturers, designers, traders, dealers, wholesalers, agents, distributors, consigners,
consignees, commission agents, retailers, combers, job workers, scourers, spinners, weavers, finishers, dyers, tailors
and drapers. To engage in the import and export of all garments, including ethnic wear and related accessories for
gentlemen, ladies and children, as well as household linen, sleeping bags, bedspreads, pillow shams, hair accessories,
zippers, dressmakers’ articles, buckles, key rings, fabric for footwear, filtering materials, ribbons, cushion covers, table
napkins, curtains, undergarments, handkerchiefs, scarves, gloves, socks, caps, headdresses, towels, bed covers,
sportswear and accessories. These products may be made from cotton, wool, silk, terry-cotton, linen or any other
scientifically developed fabrics suitable for garment, industrial and furnishing purposes. Additionally, to engage in
printing, knitting, dyeing and coloring of all kinds of fabrics and yarns, and to establish and operate showrooms,
departmental stores or other retail outlets.
SHAREHOLDERS’ AGREEMENTS
Our Company has not entered into any shareholder’s agreement as on the date of filing this Draft Red Herring
Prospectus.
OTHER AGREEMENTS
As on the date of this Draft Red Herring Prospectus our Company has not entered into any agreements other than
those entered into in the ordinary course of business and there is no material agreements entered as on the date of
this Draft Red Herring Prospectus. Further, there are no arrangements, which are material and which needs to be
disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones which are
already disclosed in the Draft Red Herring Prospectus.
JOINT VENTURE AGREEMENTS
Our Company has not entered into any Joint Venture Agreement as on the date of this Draft Red Herring Prospectus.
For more details, please see the chapter titled “Information with respect to Group Companies” beginning on page
no. 306 of this Draft Red Herring Prospectus.

191
COLLABORATION AGREEMENTS
Our Company has not entered into any collaboration agreement as on the date of this Draft Red Herring Prospectus.
STRATEGIC PARTNERS
Our Company is not having any strategic partner as on the date of filing this Draft Red Herring Prospectus.
FINANCIAL PARTENRS
Our Company has not entered into any financial partnerships with any entity as on the date of filing of this
Draft Red Herring Prospectus.

192
 OUR MANAGEMENT
In accordance with Articles of Association, unless otherwise determined in a general meeting of the Company and subject
to the provisions of the Companies Act, 2013 and other applicable rules, the number of Directors of the Company shall not
be less than 3 and not more than 15. Our Company currently has 5 (Five) Directors on our Board, which includes 1 (One)
Chairman and Managing Director, 1 (One) Executive Director. 1 (One) Non-Executive Director and 2 (Two) Independent
Directors.
1. Mr. Pankaj Bishwanath Agrawal - Chairman & Managing Director
2. Mr. Vikas Tekriwal - Executive Director
3. Mr. Shiv Kumar Mittal - Non- Executive Director
4. Mr. Vipul Ratan - Independent Director
5. Ms. Neha Yogesh Khemka - Independent Director

The following table sets forth the details regarding our Board of Directors of our Company as on the date of filing of this
Draft Red Herring Prospectus:
Other
Sr.
Details of Director Directorships/Designated
No.
Partner
1. Name Pankaj Bishwanath Agrawal • Nested Brands Private
DIN 01236376 Limited
Father’s Name Bishwanath Prasad Agrawal • Fractal Metal Industries
Limited Liability
B-802, Tara Co-op Hsg. Soc., Saki Vihar Road, Opp L and
Partnership
Address T Gate No. 7, Powai, Sakinaka, Mumbai-400072,
Maharashtra, India.
Date of Birth July 30, 1973
Age 52 Years
Designation Chairman & Managing Director
Occupation Business
He is having an experience of more than twenty-two years
Experience in the Supply Chain Management and Apparel
Manufacturing Industry.
He has completed Part 1 of Bachelor of Commerce ([Link].)
Qualifications
from Patna University.
Nationality Indian
Pursuant to approval of members in the Extraordinary
General Meeting held on April 27, 2023, he was appointed
as Executive Director and Manager with effect from April
27, 2023.
Further, he resigned as the Manager of the Company with
effect from April 08, 2025.
Date of Thereafter, pursuant to the approval of Board of Directors in
Appointment the Board Meeting held on April 8, 2025, his designation
was changed from Executive Director to Chariman &
Managing Director with effect from April 25, 2025.
Further, pursuant to approval of members in the
Extraordinary General Meeting held on April 25, 2025, his
appointment as Chairman & Managing Director was
regularized.
Term of He holds office for a period of 5 (Five) years from April 25,
Appointment 2025 to April 24, 2030.

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 Other
Sr.
Details of Director Directorships/Designated
No.
Partner
and date of
expiration of
current term of
office.

2. Name Vikas Tekriwal Nil

DIN 11002218
Father’s Name Govind Prasad Tekriwal
Address Opp- Pua Gali, Jhauganj, Nagla, Patna-800008, Bihar, India.
Date of Birth February 09, 1977
Age 48 Years
Designation Executive Director
Occupation Business
He is having an experience of more than 14 years in the
Experience Supply Chain Management and Apparel Manufacturing
Industry.
He has completed Post Graduate Diploma in Foreign Trade
from World Trade Institute. He has also completed
Intermediate Examination held by The Institute of Chartered
Qualifications
Accountants of India and holds Accounting Technician
Certificate from The Institute of Chartered Accountants of
India.
Nationality Indian
Pursuant to approval of Board of Directors in their meeting
held on April 08, 2025 he was appointed as Executive
Director, subject to approval of members in the General
Date of
meeting.
Appointment
His appointment as an Executive Director was approved by
the members in the Extraordinary General Meeting with
effect from April 25, 2025.
Term of
Appointment
and date of He holds office with effect from April 25, 2025 and is liable
expiration of to retire by rotation.
current term of
office.
3. Name Shiv Kumar Mittal • HVAX Technologies
DIN 02578461 Limited
Fathers’ Name Moti Lal Mittal • Forgex Technologies
Limited
A-1201 Bhagwati Eleganza, Plot 12, Sec-11, Ghansoli, Opp.
• Swift Technoplast
Address Nmmt Bus Depot, Navi Mumbai, Thane – 400701,
Private Limited
Maharasthra, India.
• Digilife Biz Solutions
Date of Birth January 01, 1978 Private Limited
Age 47 Years • CFO Desk Services
Designation Non-Executive Director LLP
Occupation Business • Picado Realty LLP

194
 Other
Sr.
Details of Director Directorships/Designated
No.
Partner
He has more than Twelve (12) years of experience in the
Experience
financial services industry.
He is a Fellow member of The Institute of Chartered
Accountant of India. He has also completed Post
Qualifications
Qualification Course in Information System Audit (ISA)
from ICAI.
Nationality Indian
Pursuant to approval of Board of Directors in their meeting
held on April 08, 2025, he was appointed as Non-Executive
Director, subject to approval of members in the General
Date of meeting.
Appointment
Further, his appointment as a Non-Executive Director was
approved by the members in the Extraordinary General
Meeting with effect from April 25, 2025.
Term of
Appointment
and date of He holds office with effect from April 25, 2025 and is liable
expiration of to retire by rotation.
current term of
office.
4. Name Vipul Ratan Nil
DIN 01757490
Fathers’ Name Vijay Ratan
Choti Bazar, Jhanda Chowk, Kalvan Ganj, Banda – 210001,
Address
Uttar Pradesh, India.
Date of Birth January 01, 1982
Age 43 Years
Designation Non-Executive Independent Director
Occupation Professional
He has fifteen (15) years of experience in the financial
Experience
services industry.
He is a member of The Institute of Chartered Accountant of
Qualifications India and holds the degree of Bachelor of Commerce from
Awadhesh Pratap Singh Vishwavidyalaya, Rewa, M.P.
Nationality Indian
Pursuant to approval of Board of Directors in their meeting
held on April 08, 2025 he was appointed as Non-Executive
Independent Director, subject to approval of members in the
Date of General meeting.
Appointment
Further, his appointment as a Non-Executive Independent
Director was approved by the members in the Extraordinary
General Meeting with effect from April 25, 2025.
Term of
He holds office for a period of 5 (five) years with effect from
Appointment
April 25, 2025 to April 24, 2030 and is not liable to retire by
and date of
rotation.
expiration of

195
 Other
Sr.
Details of Director Directorships/Designated
No.
Partner
current term of
office.
5. Name Neha Yogesh Khemka Nil
DIN 11077887
Fathers’ Name Kamalkumar Nathmal Agrawal
501, Park Residency Chs Ltd, Upper Govind Nagar, Near
Address Poddar School, Malad East, Borivali-400097, Mumbai,
Maharashtra.
Date of Birth June 12, 1984
Age 41 years
Designation Non-Executive Independent Director
Occupation Professional
Experience No Experience on record.
She is a member of The Institute of Chartered Accountant of
Qualifications India and holds the degree of Bachelor of Commerce from
University of Mumbai.
Nationality Indian
Pursuant to approval of Board of Directors in their meeting
held on May 31, 2025 she was appointed as a Non-Executive
Independent Director, subject to approval of members in the
Date of General meeting.
Appointment
Further, her appointment as a Non-Executive Independent
Director was approved by the members in the Extraordinary
General Meeting with effect from June 07, 2025.
Term of
Appointment
She holds office for a period of 5 (five) years with effect
and date of
from June 07, 2025 to June 06, 2030 and is not liable to retire
expiration of
by rotation.
current term of
office.
BRIEF PROFILE OF OUR DIRECTORS
Pankaj Bishwanath Agrawal
Pankaj Bishwanath Agrawal, aged 52 years, Chairman and Managing Director of our Company. He has completed Part 1
of Bachelor of Commerce ([Link].) from Patna University. He is having an experience of more than 22 (twenty-two) years
in Supply Chain Management and Apparel Manufacturing Industry. He overlooks production, accounts and marketing
department in the Company.
Vikas Tekriwal
Vikas Tekriwal, aged 48 years, is an Executive Director of our Company. He has completed Post Graduate Diploma in
Foreign Trade from World Trade Institute. He has also completed Intermediate Examination held by The Institute of
Chartered Accountants of India and holds Accounting Technician Certificate from The Institute of Chartered Accountants
of India. He is having an experience of more than 14 (fourteen) years in Apparel manufacturing industry. He manages
Warehouse & Supply Chain Department of the Company.
Shiv Kumar Mittal

196
Shiv Kumar Mittal, aged 47 years is a Non-Executive Director of our Company. He is a Fellow member of The Institute
of Chartered Accountant of India and has completed Post Qualification Course in Information System Audit (ISA) from
ICAI. He has more than 12 (twelve) years of experience in the financial services industry.
Vipul Ratan
Vipul Ratan, aged 43 years is a Non-Executive Independent Director of our Company. He is a Chartered Accountant and
holds a degree of Bachelor of Commerce from Awadhesh Pratap Singh Vishwavidyalaya, Rewa, M.P. He is a Practicing
Chartered Accountant by profession. He has an experience of Fifteen (15) years in financial services industry.
Neha Yogesh Khemka
Neha Yogesh Khemka, aged 41 years is a Non-Executive Independent Director of our Company. She is a Chartered
Accountant and holds a degree of Bachelor of Commerce from University of Mumbai.
CONFIRMATIONS
As on the date of the Draft Red Herring Prospectus:
A. None of the above-mentioned Directors are on the RBI List of wilful defaulters or Fraudulent Borrowers.
B. None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our
Company or our Company are debarred from accessing the capital market by SEBI.
C. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, director
or person in control of any other company, which is debarred from accessing the capital market under any order or
directions made by SEBI or any other regulatory authority.
D. None of our Directors are/were director of any company whose shares were delisted from any stock exchange(s) up
to the date of filling of this Draft Red Herring Prospectus.
E. None of Promoters or Directors of our Company are a fugitive economic offender.
F. None of our Directors are/were director of any company whose shares were suspended from trading by stock
exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the
last five years.
RELATIONSHIP BETWEEN OUR DIRECTORS, KEY MANAGERIAL PERSONNEL OR SENIOR
MANAGEMENT
There is no relationship between any of the Directors, Key Managerial Personnel and Senior Management of our Company.
ARRANGEMENT AND UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS
AND OTHERS
There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any
of the above-mentioned Directors was selected as director or member of senior management.
SERVICE CONTRACTS WITH DIRECTORS
Our Company has not entered into any service contracts with our Directors, which provide for benefits upon the termination
of their employment.
BORROWING POWERS OF THE BOARD OF DIRECTORS
Pursuant to a special resolution passed at an Extra Ordinary General Meeting of our Company held on August 19, 2025
and pursuant to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and
rules made thereunder, the Board of Directors of the Company be and are hereby authorized to borrow monies from time
to time, any sum or sums of money on such security and on such terms and conditions as the Board may deem fit,
notwithstanding that the money to be borrowed together with the money already borrowed by our Company may exceed
in the aggregate, its paid up capital and free reserves and security premium (apart from temporary loans obtained / to be
obtained from bankers in the ordinary course of business), provided that the outstanding principal amount of such
borrowing at any point of time shall not exceed in the aggregate of ₹ 100 Crores.
COMPENSATION AND BENEFITS TO THE MANAGING DIRECTOR IS AS FOLLOWS: -
Name Pankaj Bishwanath Agrawal
Designation Chairman and Managing Director

197
 Name Pankaj Bishwanath Agrawal
Pursuant to the approval of Board of Directors in the Board
Meeting held on April 8, 2025, his designation was changed from
Executive Director to Chairman & Managing Director with effect
from April 25, 2025.
Date of Appointment/ Change in Designation
Further, pursuant to approval of members in the Extraordinary
General Meeting held on April 25, 2025, his appointment as
Chairman & Managing Director was regularized.
Period 5 (Five) years with effect from April 25, 2025.
Salary
Upto ₹ 75,00,000/- per annum.
Bonus
Perquisite/Benefits
Commission Nil
Compensation/ remuneration paid during the ₹ 36,00,000/-
F.Y. 2024-25
BONUS OR PROFIT-SHARING PLAN FOR THE DIRECTORS
Currently, Our Company does not have any bonus or profit-sharing plan for our Directors.
CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO OUR DIRECTORS
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to our
Directors which does not form a part of their remuneration.
REMUNERATION PAID OR PAYABLE TO OUR DIRECTORS BY OUR SUBSIDIARY OR ASSOCIATE
COMPANY
As on the date of this Draft Red Herring Prospectus, no remuneration is paid or payable to our directors by our subsidiary
or associate Company.
SITTING FEES PAYABLE TO NON-EXECUTIVE DIRECTORS
Pursuant to resolution passed by our Board of Directors in their meeting held on August 20, 2025, our Non-Executive
and Independent Directors are entitled to receive sitting fees of ₹ 1,000 for every meeting of the Board of
Directors/Committee Meeting attended by them.
SHAREHOLDING OF DIRECTORS
The shareholding of our directors as on the date of this Draft Red Herring Prospectus are as follows:

Sr. Name of Directors No. of Equity Designation

No. Shares held
1. Pankaj Bishwanath Agrawal 52,25,000 Chairman & Managing Director
2. Vikas Tekriwal 11 Executive Director
3. Shiv Kumar Mittal 23,650 Non-Executive Director
4. Vipul Ratan Nil Independent Director
5. Neha Yogesh Khemka Nil Independent Director
INTEREST OF DIRECTORS
All the Executive directors of our Company may be deemed to be interested to the extent of fees, payable to them for
attending meetings of the Board or Committee if any as well as to the extent of other remuneration and/or reimbursement
of expenses payable to them as per the applicable laws.
Our Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for attending
meetings of our Board and committees thereof, the re-imbursement of expenses payable to them, as approved by our Board.
Our Directors may also be deemed to be interested to the extent of Equity Shares held by them and their immediate relatives
in our Company and also to the extent of any dividend payable to them and other distributions in respect of such

198
shareholding in our Company. For details regarding the shareholding of our Directors in our Company, please see “Capital
Structure” and “Our Management” beginning on page 68 and 193 respectively.
Our Directors may be deemed to be interested in the contracts, transactions, agreements/ arrangements entered into or to
be entered into by our Company with any entity which is promoted by them or in which they are members, or in which
they hold directorships or any partnership firm in which they are partners in the ordinary course of business. For further
details, please see “Annexure 31 – Related Party Transactions” in the chapter titled “Restated Financial Statement”
beginning on page 215 and “Our Promoter and Promoter Group” beginning on page 209.
Executive Director is interested to the extent of remuneration paid to them for services rendered to the company.
Except as stated under “Annexure 31 - Related Party Transactions” under Chapter titled “Restated Financial Statement”
beginning on page 215 of the Draft Red Herring Prospectus, our company has not entered into any contracts, agreements
or arrangements during the preceding two years from the date of the Draft Red Herring Prospectus in which our directors
are interested directly or indirectly.
Interest of our Directors in the promotion/formation of our Company
Except for Mr. Pankaj Bishwanath Agrawal, none of our Directors were involved in the promotion and formation of our
Company.
Interest as Creditor of our Company
Our Company has not availed loans from Directors of our Company as on the date of this Draft Red Herring Prospectus.
Interest of our Directors in property
None of our Directors are interested in any property acquired or proposed to be acquired of our Company.
Other interest
No sum has been paid or agreed to be paid to our Directors or to any firms or companies in which they may be partners or
members respectively, in cash or shares or otherwise by any person either to induce him / her to become, or to qualify him/
her as, a Director, or otherwise for services rendered by him/ her or by such firm or company, in connection with the
promotion or formation of our Company.
Except mentioned below, none of our directors have not been associated with any company that has been struck-off by the
registrar of companies or the Ministry of Corporate Affairs.
Name of the Director Designation Name of the companies
Inmos Overseas Private Limited
Pankaj Bishwanath Agrawal Chairman & Managing Director
Unifying Fashion Conclave Private Limited
Shiv Kumar Mittal Non-Executive Director SSTS Processors and Suppliers Private Limited
CHANGES IN THE BOARD OF DIRECTORS DURING THE LAST THREE YEARS

Nature of Reason for the changes in the Board of

Name of Director Date of Event
Event Director
Pursuant to approval of members in the Extra
Ordinary General Meeting held on June 07, 2025,
Neha Yogesh Khemka June 07, 2025 Appointment
he was appointed as Executive Director with effect
from June 07, 2025.
Pursuant to approval of members in the Extra
Ordinary General Meeting held on April 25, 2025,
Change in his designation was changed from Executive
Pankaj Bishwanath Agrawal April 25, 2025
Designation Director to Chairman and Managing Director with
effect from April 25, 2025 for a period of 5 (five)
years from April 25, 2025 to April 24, 2030.
Resignation from the post of Executive Director
Anoop Kumar Agarwal April 25, 2025 Resignation with effect from April 26, 2025 due to
restructuring of Board.

199
 Nature of Reason for the changes in the Board of
Name of Director Date of Event
Event Director
Resignation from the post of Executive Director
Priti Pankaj Agrawal April 25, 2025 Resignation with effect from April 26, 2025 due to
restructuring of Board.
Pursuant to approval of members in the Extra
Ordinary General Meeting held on April 25, 2025,
Vikas Tekriwal April 25, 2025 Appointment
he was appointed as Executive Director with effect
from April 25, 2025.
Pursuant to approval of members in the Extra
Ordinary General Meeting held on April 25, 2025,
Shiv Kumar Mittal April 25, 2025 Appointment
he was appointed as Non-Executive Director with
effect from April 25, 2025.
Pursuant to approval of members in the Extra
Ordinary General Meeting held on April 25, 2025,
Vipul Ratan April 25, 2025 Appointment he was appointed as Independent Director with
effect from April 25, 2025 for a period of 5 (five)
years from April 25, 2025 to April 24, 2030.
Pursuant to approval of members in the Extra
Ordinary General Meeting held on April 27, 2023,
Pankaj Bishwanath Agrawal April 27, 2023 Appointment
he was appointed as Executive Director and
Manager with effect from April 27, 2023.
Resignation from the post of Executive Director
March 28,
Pratik Pankaj Agrawal Resignation with effect from March 21, 2023 due to inability
2023
to devote time for the affairs of the Company.
Pursuant to approval of members in the Extra
October 28, Ordinary General Meeting held on October 28,
Pratik Pankaj Agrawal Appointment
2022 2022, he was appointed as Executive Director with
effect from October 28, 2022.
CORPORATE GOVERNANCE
In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions
of the SEBI Listing Regulations will be applicable to our company immediately up on the listing of Equity Shares on the
Stock Exchanges.
As on date of this Draft Red Herring Prospectus, as our Company is coming with an issue in terms of Chapter IX of the
SEBI (ICDR) Regulations, 2018, the requirements specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations
and Disclosures Requirement) Regulations, 2015 are not applicable to our Company, although we require to comply with
requirement of the Companies Act, 2013 wherever applicable. In spite of certain regulations and schedules of SEBI (Listing
Obligations and Disclosures Requirement) Regulations, 2015 is not applicable to our Company, our Company endeavours
to comply with the good Corporate Governance and accordingly certain exempted regulations have been compiled by our
Company.
Our Company has complied with the corporate governance requirement, particularly in relation to appointment of
independent directors including woman director on our Board, constitution of an Audit Committee, Stakeholders
Relationship Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through
committees constituted thereof, to oversee specific operational areas.
Composition of Board of Directors
Currently our Board consists of 5 (Five) Directors, which includes 1 (One) Chairman and Managing Director, 1 (One)
Executive Director. 1 (One) Non-Executive Director and 2 (Two) Independent Directors.
Composition of Board of Directors is set forth in the below mentioned table:

200
 Sr.
Name of Directors Designation Status DIN
No.
Chairman and Managing
1. Pankaj Bishwanath Agrawal Executive 01236376
Director
2. Vikas Tekriwal Executive Director Executive 11002218
3. Shiv Kumar Mittal Non-Executive Director Non-Executive 02578461
4. Vipul Ratan Independent Director Non-Executive 01757490
5. Neha Yogesh Khemka Independent Director Non-Executive 11077887
Constitution of Committees
Our company has constituted the following Committees of the Board;
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
Details of composition, terms of reference etc. of each of the above committees are provided hereunder:
1. Audit Committee:
The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013 and
rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement)
Regulations, 2015, as applicable, in its meeting held on August 20, 2025, constituted Audit Committee.
The constitution of the Audit Committee is as follows:

Name of the Directors Designation Nature of Directorship

Neha Yogesh Khemka Chairman Independent Director
Pankaj Bishwanath Agrawal Member Chairman and Managing
Director
Vipul Ratan Member Independent Director

Terms of Reference
The Role of Audit Committee not limited to but includes:
1. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the statutory
auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company;
2. Review and monitor the auditors' independence and performance, and effectiveness of audit process;
3. Examination of financial statement and auditors' report thereon including interim financial result before submission to
the Board of Directors 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;
g. Qualifications in the draft audit report.
4. Approval or any subsequent modification of transactions of the Company with related parties;

201
 Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered
in to by the Company subject to such conditions provided under the Companies Act, 2013 or any subsequent
modification(s) or amendment(s) thereof; Provided further that in case of transaction, other than transactions referred
to in section 188 of Companies Act 2013 or any subsequent modification(s) or amendment(s) thereof, and where Audit
Committee does not approve the transaction, it shall make its recommendations to the Board;
Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a
director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the
Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option
of the Audit Committee,
5. Reviewing, with the management, and monitoring 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/Draft Red Herring Prospectus/Prospectus/ notice and the report submitted by the monitoring
agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to
the Board to take up steps in this matter;
6. Scrutiny of Inter-corporate loans and investments;
7. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the histed entity and its shareholders;
8. Reviewing and discussing 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;
9. To review the functioning of the Whistle Blower mechanism, in case the same is existing;
10. Valuation of undertakings or assets of the company, where ever it is necessary;
11. Evaluation of internal financial controls and risk management systems and reviewing, with the management,
performance of statutory and internal auditors, adequacy of the internal control systems.
12. 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 and discussion with internal auditors any significant findings and follow up there on.
13. 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;
14. approval of payment to statutory auditors for any other services rendered by the statutory auditors,
15. 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.
16. Approval of Appointment of CFO (i.e. -the whole-time finance director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
17. Carrying out any other function as assigned by the Board of Directors & other matters as may be required by any
statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.
Review of Information
i. Management discussion and analysis of financial condition and results of operations;
ii. Management letters / letters of internal control weaknesses issued by the statutory auditors;
iii. Internal audit reports relating to internal control weaknesses; and
iv. The appointment, removal and terms of remuneration of the Internal Auditor.
Powers of Committee

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i. To investigate any activity within its terms of reference;
ii. To seek information from any employee;
iii. To obtain outside legal or other professional advice; and
iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.
Quorum
The quorum of the meeting of the Audit Committee shall be one third of total members of the Audit Committee or 2,
whichever is higher, subject to minimum two Independent Director shall be present at the Meeting.
2. Stakeholders Relationship Committee:
The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013 and
rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement)
Regulations, 2015, as applicable, in its meeting held on August 20, 2025, constituted Stakeholders Relationship Committee.
The constitution of the Stakeholders Relationship Committee is as follows:

Name of the Directors Designation Nature of Directorship

Vipul Ratan Chairman Independent Director
Pankaj Bishwanath Agrawal Member Chairman and Managing
Director
Neha Yogesh Khemka Member Independent Director

Terms of Reference
Redressal of shareholder’s and investors’ complaints, including and in respect of:
i. Resolving the grievances of the security holders of the company including complaints related to transfer/transmission
of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings etc;
ii. Review of measures taken for effective exercise of voting rights by shareholders;
iii. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered
by the Registrar & Share Transfer Agent;
iv. 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;
v. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to
by such committee from time to time.
Quorum and Meetings
The Stakeholders Relationship Committee shall meet atleast once in a year. The quorum shall be one third of total members
of the Stakeholders Relationship Committee or 2 members, whichever is higher.
3. Nomination and Remuneration Committee:
The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013 and
rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement)
Regulations, 2015, as applicable, in its meeting held on August 20, 2025, constituted Nomination and Remuneration
Committee.
The constitution of the Nomination and Remuneration Committee is as follows:

Name of the Directors Designation Nature of Directorship

Neha Yogesh Khemka Chairman Independent Director

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 Shiv Kumar Mittal Member Non-Executive Director
Vipul Ratan Member Independent Director

Terms of reference
Role of Nomination and Remuneration Committee shall include but not limited to: -
i. 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;
ii. 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
an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable
candidates, the Committee may:
• use the services of an external agencies, if required;
• consider candidates from a wide range of backgrounds, having due regard to diversity; and
• Consider the time commitments of the candidates.
iii. Formulation of criteria for evaluation of Independent Directors and the Board;
iv. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
v. Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and
shall carry out evaluation of every director‘s performance;
vi. recommend to the board, all remuneration, in whatever form, payable to senior management;
vii. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to
by such committee from time to time.
Quorum and Meetings
The Committee is required to meet at least once in a year. The quorum necessary for a meeting of the Nomination and
Remuneration Committee is one third of total members of the Nomination and Remuneration Committee or 2 members,
whichever is higher.

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MANAGEMENT ORGANIZATION STRUCTURE
The Management Organization Structure of the company is depicted from the following chart:

Board of Directors

Pankaj Bishwanath Shiv Kumar Neha Yogesh

Agrawal Vikas Tekriwal Vipul Ratan
Mittal Khemka
(Chairman and (Executive (Independent
(Non-Executive (Independent
Managing Director) Director) Director)
Director) Director)

Arti Omprakash
Varma
(Supply Chain
Manager)

Anoop Kumar Kruti Parshwa Shah Vijay Prabhakar Saumar Jyoti

Agarwal (Company Shinde Sharma
(Chief Financial Secretary & (Production Head) (Brand Manager)
Officer) Compliance Officer)

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OUR KEY MANAGERIAL PERSONNEL
In addition to Pankaj Bishwanath Agrawal, Chairman and Managing Director, whose details are provided under the section
titled “Brief Profile of our Directors” in the chapter titled “Our Management” beginning on page 193 the details of our
other Key Managerial Personnel is as follows:

Remuneration paid
Previous in F.Y. 2024-25
Name, Designation and Date of Joining Qualification
Employment
(₹ in Lakhs)
Name Anoop Kumar Agarwal He has completed 2 nd Fractal Fashion 5,73,000
Designation Chief Financial Officer year of Bachelor of
Commerce from
Date of Ravenshaw University,
April 26, 2025
Appointment Odisha.
Overall
He is having an experience of more than 19 years in the field of Accounts and Finance.
Experience

Name Kruti Parshwa Shah She holds a degree of

Company Secretary & Master of Business
Designation Administration from EAGLE Amravati
Compliance Officer
Gujarat University. She Chikhli
Nil
is also a Company NH-6 PKG-II Private
Date of Secretary from The Limited
July 01, 2025
Appointment Institute of Company
Secretaries of India
Overall
She is having an experience of more than 1 year in the secretarial and compliance matters.
Experience
SENIOR MANAGEMENT IN OUR COMPANY
The details of our Senior Management Personnel is as follows:

Remuneration paid
Previous in F.Y. 2024-25
Name, Designation and Date of Joining Qualification
Employment
(₹ in Lakhs)
Name Arti OmprakashVarma Higher Secondary Fractal Metal 3.88
Designation Supply Chain Manager Certificate Examination Industries LLP
from Maharashtra State
Date of Board of Secondary and
April 26, 2025 Higher Secondary
Appointment
Education, Pune.
Overall
She has more than 5 years of experience working in the logistics.
Experience

Name Vijay Prabhakar Shinde Fractal Fashion 8.82

Designation Production Head Bachelor of Commerce
from Institute of
Date of Technology and
January 01, 2021 Management Studies.
Appointment

Overall
He has over 3 years of experience in apparel manufacturing industry.
Experience

206
 Remuneration paid
Previous in F.Y. 2024-25
Name, Designation and Date of Joining Qualification
Employment
(₹ in Lakhs)
Name Saumar Jyoti Sharma Camaro Jeans N.A.
No Education on record.
Designation Brand Manager
Date of
June 16, 2025
Appointment
Overall
He has more than 7 years of experience in marketing.
Experience
CHANGES IN THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Except as mentioned below, there are no other changes in the Key Managerial Personnel and Senior Management Personnel
in the last three years preceding the date of filing this Draft Red Herring Prospectus:
Name of Key Managerial
Personnel/ Senior Managerial Date of Event Nature of Event Reason for the changes
Personnel
Appointed as a Company Secretary &
Kruti Parshwa Shah July 01, 2025 Appointment Compliance Officer of the Company with
effect from July 01, 2025.
Appointed as a Chief Financial Officer of the
Anoop Kumar Agarwal April 26, 2025 Appointment
Company with effect from April 26, 2025.
Resignation from the post of Manager with
Pankaj Bishwanath Agrawal April 25, 2025 Resignation effect from April 08, 2025 due to restructuring
of Board.
Appointed as a Supply Chain Manager of the
Arti OmprakashVarma April 26, 2025 Appointment
Company with effect from April 26, 2025.
Appointed as a Brand Manager of the
Saumar Jyoti Sharma June 16, 2025 Appointment
Company with effect from June 16, 2025.
BONUS OR PROFIT-SHARING PLAN FOR THE KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT
Currently, our Company does not have any bonus or profit-sharing plan for our Key Managerial personnel and Senior
Management.
PAYMENT OF BENEFIT TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)
No amount or benefit (non-salary related) was paid or given to our Key Managerial Personnel and Senior Management,
within the two (2) preceding years or is intended to be paid or given to our Key Managerial Personnel and Senior
Management, other than in the ordinary course of employment.
STATUS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
All the Key Managerial Personnel and Senior Management mentioned above are on the payrolls of our Company as
permanent employees.
ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS
OR OTHERS
There is no arrangement / understanding with major shareholders, customers, suppliers or others pursuant to which any of
the above-mentioned personnel have been recruited.
SERVICE CONTRACTS WITH OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Our Key Managerial Personnel and Senior Management are governed by the terms of their respective employment letters
/ resolutions of our Board on their terms of appointment. None of our Key Managerial Personnel and Senior Management
have entered into a service contract with our Company, entitling them to any benefits upon termination of employment.

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RETIREMENT AND TERMINATION BENEFIT
Except for applicable statutory benefits, none of our Key Managerial Personnel and Senior Management would receive
any benefits on their retirement or on termination of their employment with our Company
CONTINGENT AND DEFERRED COMPENSATION PAID OR PAYABLE TO OUR KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to our Key
Managerial Personnel and Senior Management that does not form part of their remuneration.
ATTRITION OF KEY MANAGERIAL PERSONAL VIS-À-VIS INDUSTRY
The rate of attrition of our Key Managerial Personnel and Senior Management is not high in comparison to the industry in
which we operate.
EMPLOYEE STOCK OPTION SCHEME
As on the date of filing of Draft Red Herring Prospectus, our company does not have any ESOP Scheme for its employees.
INTEREST OF OUR KEY MANAGERIAL PERSONS AND SENIOR MANAGEMENT
Our Key Managerial Personnel and Senior Management do not have any interest in our Company other than (i) as stated
in “Annexure 31 – Related Party Transations” in the chapter titled “Restated Financial Statement” beginning on page
215, respectively; or (ii) to the extent of 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 business. The Key Managerial
Personnel and Senior Management may also be deemed to be interested to the extent of dividend payable to them and other
distributions in respect of Equity Shares held by them in our Company.
LOANS GIVEN/AVAILED BY DIRECTORS/ KEY MANAGERIAL PERSONNEL OF OUR COMPANY
For details of unsecured loan taken from or given to our Directors/KMPs/SMPs and for details of transaction entered by
them in the past see “Annexure 31 – Related Party Transactions” in the chapter titled “Restated Financial Statement”
beginning on page 215.
SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Except as disclosed below, none of the Key Managerial Personnel and Senior Management hold any Equity Shares of our
Company as on the date of this Draft Red Herring Prospectus.
Name of Key Management Personnel/ No. Equity
Sr. No. Category/ Status
Senior Management Shares held
1. Pankaj Bishwanath Agrawal 52,25,000 Chairman & Managing Director

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 OUR PROMOTERS AND PROMOTERS GROUP
Promoters of Our Company are:
1. Mr. Pankaj Bishwanath Agrawal
2. Mrs. Priti Pankaj Agrawal
For details of the Capital build-up of our Promoters in our Company, see chapter titled “Capital Structure” beginning on
page no. 68 of this Draft Red Herring Prospectus.
The details of our Promoters are as follows:
INDIVIDUAL PROMOTERS
PANKAJ BISHWANATH AGRAWAL
Pankaj Bishwanath Agrawal, aged 52 years, is the Promoter, Chairman and
Managing Director of our Company. He has completed Part 1 of Bachelor
of Commerce ([Link].) from Patna University. He is having an experience
of more than twenty-two (22) years in the Supply Chain Management and
Apparel Manufacturing Industry. He overlooks production, accounts and
marketing department in the Company.

Date of Birth July 30, 1973

Age 52 Years
PAN ABMPA0824F
Educational Qualification He has completed Part 1 of Bachelor of Commerce ([Link].) from Patna
University.
Experience in Business/Employment He is having an experience of more than twenty-two (22) years in the
Supply Chain Management and Apparel Manufacturing Industry.
Present Residential Address B-802, Tara Co-op Hsg. Soc., Saki Vihar Road, Opp L and T Gate No. 7,
Powai, Sakinaka, Mumbai-400072, Maharashtra, India.
Position/posts held in the past Pursuant to approval of members in the Extraordinary General Meeting
held on April 27, 2023, he was appointed as Executive Director and
Manager with effect from April 27, 2023.
Further, he resigned as the Manager of the Company with effect from April
08, 2025.
Thereafter, pursuant to the approval of Board of Directors in the Board
Meeting held on April 8, 2025, his designation was changed from Executive
Director to Chairman & Managing Director with effect from April 25, 2025.
Further, pursuant to approval of members in the Extraordinary General
Meeting held on April 25, 2025, his appointment as Chairman & Managing
Director was regularized.
Directorship/ Designated Partnership 1. Nested Brands Private Limited
held 2. Fractal Metal Industries Limited Liability Partnership
Other Ventures Fractal Fashion
Pankaj Agrawal & Sons HUF

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 MRS. PRITI PANKAJ AGRAWAL
Priti Pankaj Agrawal, aged 51 years, is the Promoter of our Company. She
has completed Intermediate Examination in Science from Bihar
Intermediate Education Council, Patna. She is having an experience of 22
years in the Supply Chain Management and Apparel Manufacturing
Industry. She overlooks HR and Administration Department in the
Company.

Date of Birth August 14, 1974

Age 51 Years
PAN ADTPA5679B
Educational Qualification She has completed Intermediate Examination in Science from Bihar
Intermediate Education Council, Patna.
Experience in Business/Employment She is having an experience of 22 years in the Supply Chain Management
and Apparel Manufacturing Industry.
Present Residential Address B-802, Tara CHS, Saki Vihar Road, Opp L and T Gate No. 7, Powai,
Mumbai-400072, Maharashtra, India.
Position/posts held in the past She was appointed as the First Director of the Company from January 09,
2020.
She resigned as the Director of the Company with effect from April 26,
2025.
Directorship/ Designated Partnership 1. Fractal Metal Industries Limited Liability Partnership
held
Other Ventures -
DECLARATION
We declare and confirm that the details of the permanent account numbers, bank account numbers, passport numbers,
Aadhar card number and driving license numbers of our Promoters are being submitted along with filing of this Draft Red
Herring Prospectus with the Stock Exchange on which the specified securities are proposed to be listed.
CHANGE IN THE CONTROL OR MANAGEMENT OF THE ISSUER IN LAST FIVE YEARS
There has been no change in control of our Company since incorporation immediately preceding the date of this Draft Red
Herring Prospectus.
MATERIAL GUARANTEES GIVEN BY OUR PROMOTERS
Except as stated in the chapter titled “Statement of Financial Indebtedness” and “Restated Financial Statements”
beginning on page no. 267 and 215 of this Draft Red Herring Prospectus respectively, our Promoters has not given any
material guarantee to any third party with respect to the Equity Shares as on the date of this Draft Red Herring Prospectus.
INTEREST OF OUR PROMOTERS
➢ Our Promoters are interested in our Company to the extent of their shareholding and directorship in our Company and
the dividend declared, if any, by our Company. Our Promoters may also be deemed to be interested to the extent of
Equity Shares held by them and their immediate relatives in our Company and also to the extent of any dividend payable
to them and other distributions in respect of the said Equity Shares in our Company. For details regarding the

210
 shareholding of our Promoters in our Company, see the chapter titled “Capital Structure” on page 68 of this Draft Red
Herring Prospectus.
➢ None of our Promoters have any interest in our Company except to the extent of compensation payable paid, and
reimbursement of expenses (if applicable) and to the extent of any equity shares held by them or their relatives and
associates or held by the companies, firms and trusts in which they are interested as director, member, partner, and / or
trustee, and to the extent of benefits arising out of such shareholding.
For further details please see the chapter titled “Capital Structure”, “Restated Financial Statements” and “Our
Management” beginning on page no. 68, 215 and 193 of this Draft Red Herring Prospectus.
➢ Except as stated otherwise in this Draft Red Herring Prospectus, we have not entered into any contract, agreements or
arrangements in which our Promoters is directly or indirectly interested and no payments have been made to them in
respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties
purchased by our Company other than in the normal course of business. For further details, please refer the chapter
titled “Restated Financial Statements” beginning on page no. 215 of this Draft Red Herring Prospectus.
➢ Further, our Promoters may be deemed to be interested to the extent of the payments made by our Company, if any, to
the Group entities and payment to be made by our Company to the Group Entities. For the payments that are made by
our Company to certain Group entities, please refer “Annexure 31 – Related Party Transations” under chapter titled
“Restated Financial Statement” beginning on Page No. 215 of this Draft Red Herring Prospectus.
Interest of Promoters in the Promotion of our Company
Our Company is currently promoted by the promoters in order to carry on its present business. Our Promoters are interested
in our Company to the extent of their shareholding and directorship in our Company and the dividend declared, if any, by
our Company.
Interest of Promoters in the Property of our Company
Our Promoters has confirmed that they does not have any interest in any property acquired by our Company within three
years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company as on the date
of this Draft Red Herring Prospectus except as mentioned under the chapter titled “Business Overview” and “Restated
Financial Statements” beginning on page no. 138 and 215 respectively, of this Draft Red Herring Prospectus.
PAYMENT OF BENEFITS TO OUR PROMOTERS
Except as stated in “Annexure 31 – Related Party Transations” under chapter titled “Restated Financial Statement”
beginning on Page No. 215 of this Draft Red Herring Prospectus, there has been no payment of benefits to our Promoters
in the two years preceding the filing of this Draft Red Herring Prospectus. Further, our Company may enter into transaction
with or make payment of benefit to the Promoters Directors or Promoters’ Group, towards remunerations as decided by
Board of Directors.
CONFIRMATIONS
Our Company and Promoter confirm that they have not been declared as wilful defaulters or Fraudulent Borrowers by the
RBI or by any other government authority and there are no violations of securities laws committed by them in the past or
are currently pending against them or restraining period are continued.
Further, our Promoter, Promoters Group or Directors have not been directly or indirectly, debarred from accessing the
capital market or have not been restrained by any regulatory authority, directly or indirectly from acquiring the securities.
Additionally, our Promoter, Promoters Group or Directors do not have direct or indirect relation with the companies, its
Promoters and Whole-time Director, which are compulsorily delisted by any recognized stock exchange or the companies
which is debarred from accessing the capital market by the Board.
Also, Our Promoters has not been declared as fugitive economic offenders under the provisions of Section 12 of the
Fugitive Economic Offenders Act, 2018.
We and our Promoter, Group Entities, and Companies promoted by the Promoter confirm that:
➢ No material regulatory or disciplinary action has been taken by a stock exchange or regulatory authority in the past one
year against us; and

211
➢ There are no defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders,
banks, FIs during the past three years.
The details of outstanding litigation including its nature and status are disclosed in the section titled “Outstanding
Litigation and Material Developments” beginning on Page No. 287 of this Draft Red Herring Prospectus.
DISASSOCIATION OF PROMOTERS IN THE LAST THREE YEAR:
Our Promoter has not disassociated himself from any Company or Firm during the preceding three years.
RELATIONSHIP OF PROMOTER WITH OUR DIRECTORS
Our Promoter is not related to any of our Company’s directors within the meaning of Section 2 (77) of the Companies Act,
2013.
In addition to our Promoter named above, the following individuals and entities form a part of the Promoters’ Group:
a. Natural persons who are part of our Individual Promoter Group:
Relationship with Promoter Mr. Pankaj Bishwanath Agrawal Mrs. Priti Pankaj Agrawal
Father Late Bishwanath Prasad Late Gopal Prasad Agarwal
Mother Sumitra Devi Meena Devi Agrawal
Spouse Priti Agrawal Pankaj Agrawal
Brother(s) Deepak Agrawal Bharat Kumar Sumit
Amit Agrawal
Sister(s) Archana Singhania Punam Mohanka
Sunita Devi Saraf Neha Agrawal
Son(s) Pratik Agrawal Pratik Agrawal
Daughter(s) Pranjali Agrawal Pranjali Agrawal
Father-in-Law Late Gopal Prasad Agarwal Late Bishwanath Prasad
Mother-in-Law Meena Devi Agrawal Sumitra Devi
Brother-in-Law Bharat Kumar Sumit Deepak Agrawal
Amit Agrawal
Sister-in-Law Punam Mohanka Archana Singhania
Neha Agrawal Sunita Devi Saraf
b. Companies related to our Promoter Company: Not Applicable as our Promoters is not Company.

Nature of Relationship Name of Entities

Subsidiary or holding company of Promoter Company. Not Applicable
Any Body corporate in which promoter (Body Corporate) holds Not Applicable
20% or more of the equity share capital or which holds 20% or
more of the equity share capital of the promoter (Body
Corporate).
c. Companies, Proprietary concerns, HUF’s related to our Promoters
Nature of Relationship Name of Entities
Any Body Corporate in which twenty percent or more of the Sociohub Private Limited
equity share capital is held by promoters or an immediate relative Fractal Metal Industries LLP
of the promoters or a firm or HUF in which promoters or any one Sociocred Private Limited
or more of his immediate relatives are a member. Beyondedge International Private Limited
Dancefit Global Private Limited
Stuho Community Private Limited
Glamsham Network Private Limited
Dadijee Sales Private Limited

212
 Nature of Relationship Name of Entities
SPD Snacks Industries LLP
Pankaj Agrawal and Sons HUF
Any Body corporate in which Body Corporate as provided above -
holds twenty percent or more of the equity share capital.
Any Hindu Undivided Family or Firm in which the aggregate Riddhi Siddhi Enterprises
shareholding of the promoters and his immediate relatives is Fractal Fashion
equal to or more than twenty percent. Swastik Sales Corporation
Bhagya Laxmi International
Global Marketing
d. Person whose shareholding is aggregated under the heading “Shareholding of the Promoters Group”
NAME OF ENTITIES / PERSON
Mr. Vikas Tekriwal
For further details on our Group Companies refer Chapter titled “Information with respect to Group Companies/Entities”
beginning on page no. 306 of this Draft Red Herring Prospectus.
SHAREHOLDING OF THE PROMOTER GROUP IN OUR COMPANY
For details of the shareholding of our Promoters and members of our Promoter Group as on the date of this Draft Red
Herring Prospectus and lock-in of Promoters’ shareholding (including Promoters ‘contribution), refer Chapter titled
“Capital Structure” beginning on page no. 68 of this Draft Red Herring Prospectus.

213
 DIVIDEND POLICY
Under the Companies Act, 2013 our Company can pay dividends upon a recommendation by our Board of Directors and
approval by a majority of the shareholders at the General Meeting and as per provisions of Article of Association of our
Company. The shareholders of the Company have the right to decrease but not to increase the amount of dividend
recommended by the Board of Directors. The dividends may be paid out of profits of our Company in the year in which
the dividend is declared or out of the undistributed profits or reserves of previous fiscal years or out of both. The Articles
of Association of our Company also gives the discretion to our Board of Directors to declare and pay interim dividends.
All Dividends upon recommendation by our Board of Directors and approved by the shareholders at the General Meeting
will be paid to credit of registered shareholders by way of cheque or warrant or in any electronic mode.
Our Company does not have any formal dividend policy for the Equity Shares. The declaration and payment of dividend
will be recommended by our Board of Directors and approved by the shareholders of our Company at their discretion and
will depend on a number of factors, including the results of operations, earnings, capital requirements and surplus, general
financial conditions, applicable Indian legal restrictions and other factors considered relevant by our Board of Directors.
Upon the listing of the Equity Shares of our Company and subject to the SEBI Listing Regulations, we may be required to
formulate a dividend distribution policy which shall be required to include, among others, details of circumstances under
which the shareholders may or may not expect dividend, the financial parameters that shall be considered while declaring
dividend, internal and external factors that shall be considered for declaration of dividend, policy as to how the retained
earnings will be utilized and parameters that shall be adopted with regard to various classes of shares, as applicable.
For details of risks in relation to our capability to pay dividend, see chapter titled “Risk Factors” beginning on page no.
25. Our ability to pay Dividends in the future will depend on our future cash flows, working capital requirements, capital
expenditures and financial condition.
Our Company has not paid/ declared any dividend in last three years from date of this Draft Red Herring Prospectus.

214
 SECTION IX – FINANCIAL INFORMATION OF OUR COMPANY

RESTATED FINANCIAL STATEMENTS

Sr No. Particulars Page Nos.
1. Restated Financial Statements 215 – 264

215
 INDEPENDENT AUDITOR' S EXAMINATION REPORT ON RESTATED CONSOLIDATED/ STANDALONE SUMMARY
STATEMENTS
To,
The Board of Directors,
Fractal Industries Limited
(“Formerly known as Fractal Industries Private Limited”)
GALA 212, Bhullar star Indl.
Estate, Andheri-Kurla Rd, Andheri east,
Mumbai city, Mumbai,
Maharashtra, India-400072.

Dear Sirs,
1. We Keyur shah and Associates, Chartered Accountants, have examined attached Restated
Consolidated/Standalone Summary Statements of Fractal Industries Limited (Formerly known as
Fractal Industries Private Limited) (hereinafter referred as “the Company”) and its subsidiaries (the
Company and its subsidiaries together referred to as the “Group") comprising the Restated
Consolidated/Standalone Summary Statement of Assets and Liabilities as at June 30 th , 2025 (Standalone),
March 31st , 2025 (Standalone), March 31 st , 2024 (Consolidated) and March 31st , 2023 (Consolidated).
the Restated Consolidated/Standalone Summary Statements of Profit and Loss, the Restated
Consolidated/Standalone Summary Cash Flow Statements for financial Period ended on June 30 th,
2025(Standalone), Year ended March 31st, 2025 (Standalone), March 31st, 2024 (Consolidated), March
31st, 2023 (Consolidated). the Summary statement of Significant Accounting Policies and other
explanatory Information (collectively, the “Restated Consolidated/Standalone Summary Statements)
annexed to this report for the purpose of inclusion in the Draft Prospectus, prepared by the Company in
connection with its proposed Initial Public Offer of equity shares (“Offer”). The Restated
Consolidated/Standalone Summary Statements, has been approved by the board of directors of the
Company (the “Board of Directors”) at their meeting held on 14 th October 2025 and have been
prepared by the Company in accordance with the requirements of:

a) The Sub-section (1) of Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act”);

b) The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the
"SEBI ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute
Chartered Accountants of India (" ICAI"), as amended from time to time (the "Guidance Note").

2. The Company's Board of Directors are responsible for the preparation of Restated
Consolidated/Standalone Summary Statements for the purpose of inclusion in the Offer Documents
to be filed with the SME platform of BSE limited ("BSE SME'') ("the Stock Exchange") and Registrar
of Companies, Delhi in connection with the Issue. The Restated Consolidated/Standalone Summary
Statements have been prepared by the management of the Company in accordance with the basis
of preparation stated in Note 2 to Annexure IV of the Restated Consolidated/Standalone Summary
Statements. The Board of Directors of the Company is responsible for designing, implementing and
maintaining adequate internal control relevant to the preparation and presentation of the Restated
Consolidated/Standalone Summary Statements. The respective Board of Directors are also
responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and

216
 the Guidance Note.

1.1 The Company does not have subsidiary as at June 30th 2025 and March 31st 2025 therefore is not required
to prepare consolidated financial statement as at June 30 th 2025 and March 31st 2025.

3. We have examined the Restated Consolidated/Standalone Summary Statements taking into

consideration:

a) the terms of reference and our engagement agreed with you vide our engagement letter dated
February 20 th 2025, in connection with the Issue;
b) The Guidance Note also requires that we comply with the ethical requirements as stated in the
Code of Ethics issued by the ICAI;
c) The concepts of test check and materiality to obtain reasonable assurance based on verification
of evidence supporting the Restated Consolidated/Standalone Summary Statements; and
d) The requirements of Section 26 of the Act and the SEBI ICDR Regulations. Our work was
performed Solely to assist the board of directors in meeting their responsibilities in relation to
the compliance with the act, the ICDR regulations and guidance note in connection with the
proposed IPO.

Our work was performed solely to assist you in meeting your responsibilities in relation to compliance
with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the Issue.

4. These Restated Consolidated/Standalone Summary Statements have been compiled by the

management from:
a) Audited Financial Statements of the Company for the period ended June 30th2025(Standalone)
prepared in accordance with the applicable accounting standards, specified under section 133
of the Act and other accounting principles generally accepted in India dated 13th October 2025.
b) Audited Financial Statements of the Company for the year ended March 31, 2025(Standalone),
March 31, 2024(Consolidated) & March 31 2023 (Consolidated). Prepared in accordance with
the applicable accounting standards, specified under section 133 of the Act and other
accounting principles generally accepted in India and approved by the Board of Directors at their
meeting held on September 05, 2025, September 07, 2024 & September 14, 2023 respectively.

5. For the purpose of our examination report, we have relied on:

a) Audit report issued by us dated 13th October 2025 on the Financial Statements of the Company
for the period ended on June 30th, 2025, as referred to in para 4(a) above. We have audited this
financial information of the Company for the limited purpose of complying with the requirement
of getting its financial statements audited by an us 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.
b) Audit report issued by us dated September 05th , 2025 on the Financial Statements of the
Company for the Financial Year ended on March 31st, 2025, as referred to in para 4(a) above.
we have audited this financial information of the Company for the limited purpose of complying
with the requirement of getting its financial statements audited by an us 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.

c) Auditors report issued by the Statutory Auditor i.e. N S Rathi & Associates (the “Statutory Auditors”)
dated September 07, 2024 & September 14, 2023 for the financial years ended March 31,
2024(Consolidated) & March 31 2023 (Consolidated) respectively, as referred to in para 4(b) above.

217
 d) The audits were conducted by the Company’s statutory auditor, and accordingly reliance has been
placed on the statement of assets and liabilities and statements of profit and loss, the Significant
Accounting Policies, and other explanatory information and (collectively, the “Audited Financial
Statement”) examined by them for the said years and is based solely on the audit reports submitted
by the Statutory Auditor. They have also confirmed that, March 31, 2024(Consolidated) & March
31 2023 (Consolidated) Restated Financial Information:

I. have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/ reclassifications retrospectively in the financial years ended
March 31, 2024(Consolidated) & March 31 2023 (Consolidated) to reflect the same
accounting treatment as per the accounting policies and grouping/classifications followed as
at and for the Period ended June 30th , 2025(Standalone);
II. do not require any adjustment for modification as there is no modification in the underlying
audit reports; and
III. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

6. The audit reports on Consolidated/Standalone Financial Statements of the Group for the Financial
Year ended March 31st , 2024 and March 31st ,2023 referred to in paragraph 5(c) above include
the financial statements of M/s Fractal Sparkon Engineer Private Limited (“the subsidiaries”)
which is a subsidiary, whose financial statements reflect total assets of Rs. 0.71 lakhs and Rs 0.90
Lakhs, total income/(loss) of Rs. (0.24) lakhs and Rs. (0.10) , Net (decrease)/ increase in cash &
cash equivalents not prepared by the subsidiary companies auditor as not applicable to the
subsidiary company, which have been audited by M/s N.S. Rathi & Associates (also referred to
as the “other auditor”), whose report have been furnished to us by the Management and our
opinion on the consolidated/Standalone financial statements, in so far as it relates to the amounts
and disclosures included in respect of the subsidiary and our report in terms of sub-sections (3)
and (11) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries is based solely
on such audited financial statements as provided by the other auditor.

The independent auditor's report on the financial results/ financial information/ financial statements of
the aforesaid subsidiary have been furnished to us by the Management and our opinion on the Statement
in so far as it relates to the amounts and disclosures included in respect of this subsidiary is based solely
on the reports of such auditors.

7. Based on our examination and according to the information and explanations given to us and also as per
the reliance placed on the examination reports submitted by (a) us as at and for the Period ended June
30, 2025 for the Year ended March 31, 2025 , and by other auditors as at March 31, 2024(Consolidated)
& March 31 2023 (Consolidated) and

8. 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 Consolidated/Standalone Summary Statements do not reflect the effects of events that
occurred subsequent to the respective dates of the reports on the audited financial statements and
audited financial statements mentioned in paragraph 4 above except

- The effect of issue of bonus shares on Earning per share (EPS) subsequent to signing of financial
statements.

10. We have not audited any financial statements of the Company as of any date or for any period

218
 subsequent to June 30th, 2025. Accordingly, we express no opinion on the financial position, results of
operations, cash flows of the Company as of any date or for any period subsequent to June 30th, 2025.

11. This report should not in any way be construed as a reissuance or re-dating of any of the previous
auditor's reports issued by us or by Statutory Auditors nor should this report be construed as a new
opinion on any of the financial statements referred to herein.

12. We have no responsibility to update our report for events and circumstances occurring after the
date of this report.

13. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Document to be
filed with the Stock exchange and the ROC in connection with the proposed. 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 Keyur shah and Associates

Chartered Accountants
FRN : 333288W

SD/-
Keyur Shah
Partner
Membership No: 153774
UDIN: 25153774BMIOUD7663

Place: Ahmedabad
Date:14th October, 2025

219
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.
(Amount in Lakhs)
Annexure 1: Restated Summary Statement of Assets and Liabilities
Standalone Standalone Consolidated Consolidated

Particulars Annexure As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Equity and Liabilities

Shareholders’ Funds
Share Capital 5 50.00 50.00 50.00 50.00
Reserves and Surplus 6 1,880.11 1,519.61 765.85 539.17
1,930.11 1,569.61 815.85 589.17

Minority Interest 0.32 0.44

Non‐Current Liabilities
Long‐Term Borrowings 7 614.20 900.95 972.82 403.05
Other Long‐Term Liabilities 9 2.50 2.50 2.50 ‐
Long‐Term Provisions 10 8.07 7.08 4.73 2.51
624.77 910.53 980.05 405.56

Current liabilities
Short‐term borrowings 7 1,861.36 1,859.98 1,215.22 1,001.87
Trade payables 11
i) Total outstanding dues of micro enterprise and
339.22 123.80
small enterprise ‐ ‐
ii) Total outstanding dues other than micro
617.72 607.98 1,169.27 2,102.46
enterprise and small enterprise
Short‐term provisions 10 31.58 15.50 0.70 0.32
Other Current Liabilities 12 74.50 54.31 45.68 21.47
2,924.38 2,661.57 2,430.87 3,126.12

TOTAL 5,479.26 5,141.71 4,227.10 4,121.29

Assets
Non‐Current Assets
Property, Plant and Equipment and Intangibe Assets
(i) Property, Plant and Equipment 13 106.61 112.23 99.06 122.57
(ii) Capital Work‐ in‐ Progress 13 ‐ ‐ ‐
Non‐current investments 14 1,002.08 1,002.08 1,002.08 527.68
Deferred Tax Assets (Net) 8 27.57 6.14 4.83 1.94
Other Non‐Current Assets 15 22.00 21.90 9.80 8.00
Total Non‐Current Assets 1,158.26 1,142.35 1,115.77 660.19

220
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.
(Amount in Lakhs)

Current Assets
Inventories 16 2,890.58 2,623.91 2,207.08 1,061.91
Trade Receivables 17 650.93 716.62 603.43 1,325.21
Cash and Cash Equivalent 18 1.13 5.48 7.11 807.95
Short‐Term Loans and Advances 19 721.11 618.34 236.16 153.79
Other Current Asset 20 57.25 35.01 57.55 112.24
4,321.00 3,999.36 3,111.33 3,461.10

TOTAL 5,479.26 5,141.71 4,227.10 4,121.29

Note:
The above statement should be read with the Statement of Notes to the Restated Financial Information in Annexure 4.
The Financial Information of Year ending March 31, 2024 and March 31, 2023 are represented on figures of consoldaited, Figures relating to Year ended March
31, 2025 and period ended June 30,2025 are represented on Standalone basis.
As per our report of even date attached

For Keyur shah & Associates For & on behalf of Directors

Chartered Accountants Fractal Industries Limited
Firm Registration No.: 333288W

SD SD
Pankaj Agrawal Vikas Tekriwal
Managing Director Director
DIN: 01236376 DIN: 11002218

SD SD SD
Keyur Shah Anoop Agarwal Kruti Shah
Partner Chief Financial Offier Company Secretary
M. No.: 153774 PAN: ADNPA8342B M. No: 44592

Place : Ahmedabad Place : Mumbai

Date : 14th October, 2025 Date : 14th October, 2025
UDIN : 25153774BMIOUD7663

221
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.
(Amount in Lakhs)
Annexure 2: Restated Summary Statement of Profit and Loss
Standalone Standalone Consolidated Consolidated

Particulars Annexure Period Ended Year Ended Year Ended Year Ended
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Revenue
Revenue from operations (Net) 21 2,415.49 8,544.87 4,994.40 8,891.11
Other income 22 1.95 6.42 6.45
Total Revenue 2,417.44 8,551.29 5,000.85 8,891.11

Expenses
Cost of Material Consumed 23 1,070.57 4,409.87 5,308.92 8,246.99
Changes in inventories of Finished Goods & WIP 24 (148.68) (289.08) (1,145.17) (232.72)
Employee Benefits Expense 25 41.33 114.89 101.68 88.20
Finance Costs 26 61.83 179.09 96.67 61.04
Depreciation and amortisation Expense 13 6.51 29.31 34.97 31.39
Other Expenses 27 950.70 3,197.40 330.19 375.52
Total Expenses 1,982.26 7,641.48 4,727.26 8,570.42

PROFIT BEFORE EXCEPTIONAL & EXTRAORDINARY ITEMS &

435.18 909.81 273.59 320.69
TAX
Exceptional/Prior Period Items ‐ ‐ ‐ ‐
PROFIT BEFORE TAX 435.18 909.81 273.59 320.69
Tax Expense
Current tax 96.11 157.36 49.91 57.16
Deferred tax (credit)/charge (21.43) (1.31) (2.88) (2.25)
Excess Income tax Provision last year w/off ‐
Total Tax Expenses 74.68 156.05 47.03 54.91

Profit for the period / year before Minority Interest 360.50 753.76 226.56 265.78
Add/(Less):Profit/(Loss) Transaferred to Minority Interest (0.12) (0.05)
Profit for the period / year before Minority Interest 360.50 753.76 226.68 265.83
Earnings per equity share of Rs. 10/‐ each (in Rs.) 28
a) Basic/Diluted EPS 72.10 150.75 45.34 53.17
b) Adjusted/Diluted EPS after Bonus Issue 6.55 13.70 4.12 4.83

Note:
The above statement should be read with the Statement of Notes to the Restated Financial Information of the Company in Annexure 4
The Financial Information of Year ending March 31, 2024 and March 31, 2023 are represented on figures of consoldaited, Figures relating to Year ended March 31, 2025
and period ended June 30,2025 are represented on Standalone basis.
As per our report of even date attached

For Keyur shah & Associates For & on behalf of Directors

Chartered Accountants Fractal Industries Limited
Firm Registration No.: 333288W

SD SD
Pankaj Agrawal Vikas Tekriwal
Managing Director Director
DIN: 01236376 DIN: 11002218

SD SD SD
Keyur Shah Anoop Agarwal Kruti Shah
Partner Chief Financial Offier Company Secretary
M. No.: 153774 PAN: ADNPA8342B M. No: 44592

Place : Ahmedabad Place : Mumbai

Date : 14th October, 2025 Date : 14th October, 2025
UDIN : 25153774BMIOUD7663

222
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.
(Amount in Lakhs)
Annexure 3: Restated Summary Statement of Cash Flows
Standalone Standalone Consolidated Consolidated
Particulars Year Ended 30th Year Ended 31st Year Ended 31st Year Ended 31st
June, '25 March, '25 March, '24 March, '23

A. Cash flow from operating activities

Profit before tax, as restated 435.18 909.81 273.59 320.69
Adjustments for :
Provision for Gratuity 0.98 2.36 2.23 1.20
Depreciation and amortisation expense 6.51 29.31 34.97 31.39
Adjustment related to cashflow ‐ (1.41)
Loss/(Gain) on Sale of Fixed Assets ‐ 0.70
Finance costs 61.83 179.09 96.67 61.04
Operating profit before working capital changes 504.50 1,121.27 407.46 412.91
Changes in working capital:
(Increase) / decrease Inventories (266.67) (416.83) (1,145.17) (232.72)
(Increase) / decrease in Trade Receivables 65.69 (113.19) 721.78 (318.59)
(Increase) / decrease in Other Current Assets (22.24) 22.54 54.69 (112.23)
Increase / (decrease) in Trade Payables 225.16 (437.49) (933.19) 1,217.64
Increase / (decrease) in Other Current Liabilities 20.19 8.63 24.21 21.47
Increase / (decrease) in Long Term Provision 0.99 2.35 2.22 2.51
Increase / (decrease) in Other Long Term Liabilities ‐ ‐ 2.50 ‐
(Increase) / decrease in Other Non Curent Assets (0.10) (12.10) (1.80) (8.00)
(Increase) / decrease in Short term loans and Advances (102.77) (382.18) (82.37) (40.08)
Increase / (decrease) in Short Term Provision (0.88) (19.87) 0.46 (21.27)
Cash generated from / (utilised in) operations 423.87 (226.87) (949.21) 921.64
Less : Income tax paid (Net off TDS/ Advance Tax) (80.13) (125.06) (52.22) (120.20)
Net cash flow generated from/ (utilised in) operating activities (A) 343.74 (351.93) (1,001.43) 801.44

B. Cash flow from investing activities

Purchase of property, plant and equipment (0.89) (53.18) (11.46) (80.14)
Sale of property, plant and equipment ‐ 10.00 ‐ ‐
Net of Purchase/ Proceeds from Sale of Investments ‐ ‐ (474.40) (208.16)
Net cash flow utilised in investing activities (B) (0.89) (43.18) (485.86) (288.30)

C. Cash flow from financing activities

Net of Repayment/Proceeds from Short Term Borrowings 1.38 644.76 213.35 276.43
Proceeds/ Repayment from/to Minority Interest ‐ (0.32) ‐ 0.49
Proceeds from Long Term Borrowings 92.75 445.00 1,164.95 187.00
Repayment from Long Term Borrowings (379.50) (516.87) (595.18) (109.40)
Interest/Finance Charges Paid (61.83) (179.09) (96.67) (61.04)
Net cash flow generated from/ (utilised in) financing activities (C) (347.20) 393.48 686.45 293.48
Net (decrease)/ increase in cash & cash equivalents (A+B+C) (4.35) (1.63) (800.84) 806.62
Cash and cash equivalents at the beginning of the period/ year 5.48 7.11 807.95 1.33
Cash and cash equivalents at the end of the period/ year 1.13 5.48 7.11 807.95

223
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.
(Amount in Lakhs)

Note:
1)The above statement should be read with the Statement of Notes to the Restated Financial Information of the Company in Annexure 1, 2 and 4
2) The Cash Flow Statement has been prepared under Indirect Method as set out in Accounting Standard 3, 'Cash Flow Statements' notified under Section 133 of
the Companies Act, 2013
3) Reconciliation of Cash and Cash Equivalents with the Balance Sheet:
Standalone Standalone Consolidated Consolidated
Particulars Year Ended 30th Year Ended 31st Year Ended 31st Year Ended 31st
June, '25 March, '25 March, '24 March, '23
Cash on hand 0.13 4.48 5.45 7.06
Balances with Banks
‐ Current Account 1.00 1.00 1.66 0.89
In Deposit Accounts ‐ ‐
1.13 5.48 7.11 7.95
Other Bank Balances
Other Bank Deposits (Original Maturity more than 3 months) ‐ ‐ ‐ 800.00
Margin Money ‐ ‐
‐ ‐ ‐ 800.00

1.13 5.48 7.11 807.95

The Financial Information of Year ending March 31, 2024 and March 31, 2023 are represented on figures of consoldaited, Figures relating to Year ended March 31,
2025 and period ended June 30,2025 are represented on Standalone basis.
4) Financial Year 2022‐23, the Company subscribed and control of Fractal Sparkon Private Limited for 0.51 lakhs, which included cash and cash equivalents of 0.09
lakhs in the FY 2022‐23. cash and cash equivalents of 0.07 lakhs In the FY 2023‐24.
As per our report of even date attached

For Keyur shah & Associates For & on behalf of Directors

Chartered Accountants Fractal Industries Limited
Firm Registration No.: 333288W

SD SD
Pankaj Agrawal Vikas Tekriwal
Managing Director Director
DIN: 01236376 DIN: 11002218

SD SD SD
Keyur Shah Anoop Agarwal Kruti Shah
Partner Chief Financial Offier Company Secretary
M. No.: 153774 PAN: ADNPA8342B M. No: 44592

Place : Ahmedabad Place : Mumbai

Date : 14th October, 2025 Date : 14th October, 2025
UDIN : 25153774BMIOUD7663

224
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
NOTES TO THE RESTATMENT

A. Background of the Company

Fractal Industries Limited (formerly known Fractal Industries Private Limited) is a company providing Supply
chain Warehousing services of Garments and Fashion having its Registered office at GALA 212, Bhullar star Indl.
Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

B. SIGNIFICANT ACCOUNTING POLICIES

a. BASIS OF PREPARATION
These financial statements have been prepared in accordance with the Generally Accepted Accounting
Principles (GAAP) in India under the historical cost convention on accrual basis. GAAP comprises mandatory
Accounting Standards as prescribed under section 133 of Companies Act, 2013 ('the Act') read with rule 7 of
Companies (Accounts Rules), 2014, the provisions of the Act (to the extent notified). Accounting policies have
been consistently applied except were newly issued Accounting Standard is initially adopted or a revision of an
existing Accounting Standard requires change in accounting policy thereto in use.

b. USE OF ESTIMATES
The preparation of the financial statements is in conformity with Indian GAAP (Generally Accepted Accounting
Principles) which requires the management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent liabilities as on the date of the financial
statements. The estimates and assumptions made and applied in preparing the financial statements are based
upon management's best knowledge of current events and actions as on the date of financial statements.
However, due to uncertainties attached to the assumptions and estimates made actual results could differ from
those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

c. REVENUE RECOGNITION:
(i) Revenue is recognised only when risks and rewards incidental to ownership are transferred to the customer,
it can be reliably measured and it is reasonable to expect ultimate collection. Revenue from operations includes
sales of services.
(ii) Interest is recognised on a time proportion basis taking into account the amount outstanding and the rate
applicable. Interest income is included under the head ‘Other income’ in the statement of profit and loss.

d. INVESTMENTS
Investments are either classified as current or non‐current based on management's intention at the time of
purchase. Current investments are valued at the lower of cost or fair value. Non‐ current Investments are
carried at cost less provision recorded to recognise any decline other than temporary in carrying value of each
investment.

225
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
NOTES TO THE RESTATMENT

Investment property:
An Investment in Land or Building, which is not intended to be occupied substantially for used by, or in
operations of, the company, is classified as Investment Property. Investment Properties are stated at cost less
diminution in value (other than temporary).
The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable
cost of bringing investment property to its working condition for the intended use.
On disposal of investment, the difference between its carrying amount and net disposal proceeds is charged /
credited to the statement of profit and loss.

e. PROPERTY, PLANT AND EQUIPMENT

(i) Property, Plant and Equipment assets are stated at cost of acquisition or construction including expenses
incidental to acquisition and its installation. The cost comprises the basic purchase price including import duties
and other nonrefundable taxes and directly attributable costs of bringing the asset to its working condition for
its intended use.
(ii) Any trade discounts and rebates are deducted in arriving at the purchase price.
(iii) Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the
future benefits from the existing asset beyond its previously assessed standard of performance.

(iv) All other expenses on existing fixed assets, including daytoday repair and maintenance expenditure and
cost of replacing parts, are charged to the statement of profit and loss for the period during which such
expenses are incurred.
(v) Gains or losses arising from disposal of fixed assets are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the
asset is disposed.

f. DEPRECIATION AND AMORTISATION

Depreciation is calculated using the Written down value method over their estimated useful lives. The
estimates of useful lives of Property Plant and Equipments are as follows:

Class of Assets Useful Life as per Company

Office equipment 5 Years

Furniture and Fixtures 3 years
Motor Car 8 years
Plant and Machinery 15 Years
Mobile Handset 5 Years
Computers 3 years
Depreciation on addition/deletion of fixed assets made during the year is provided on pro‐rata basis from/up to
the date of such addition/deletion as the case may be.
Intangible assets are amortized on a written down basis over the period of expected future economic benefits
i.e. over their estimated useful lives.

226
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
NOTES TO THE RESTATMENT

g. INVENTORIES:

Inventories are valued at the lower of cost{ on FIFO) and net reallsable value after provlding for obsolcence and
other losses, where considered necessary. Cost of inventories includes all harges in bringing the goods to the
point of sale, including all taxes and other levies, transit insurance and recciving charges. Work in progress and
Finished goods nclude appropriate proportion af overheads and, where applicable, excice duty.

h. IMPAIRMENT OF ASSETS:
At each balance sheet date, the management reviews the carrying amounts of its assets included in each cash
generating unit to determine whether there is any indication that those assets were impaired. If any such
indication exists, the recoverable amount of the assets is estimated in order to determine the extent of
impairment loss. Recoverable amount is the higher of an asset’s net selling price and value in use. In assessing
value in use, the estimated future cash flows expected from the continuing use of the asset and from its
disposal are discounted to their present value using a pre‐tax discount rate that reflects the current market
assessments of time value of money and risks specific to the asset.

Impairment losses of continuing operations are recognised in the statement of profit and loss.

i. RETIREMENT BENEFITS:
Defined Contribution Plans:
The Company contributes on a defined contribution basis to Employees’ Provident Fund towards post
employment benefits, all of which are administered by the respective Government authorities, and it has no
further obligation beyond making its contribution, which is expensed in the period to which it pertains.

Defined Benefit Plans:

The Company administers the gratuity scheme being unfunded liability. The liability for the defined benefit plan
of Gratuity is determined on the basis of actuarial valuation at the year end, which is calculated using projected
unit credit method.
j. BORROWING COST
Borrowing costs that are directly attributable to the acquisition/ construction of qualifying PPE are capitalized
as a part of the cost of the respective asset up to the date when such assets are ready for their intended use
and borrowing costs other than these costs are charged to Profit and Loss Account.

227
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
NOTES TO THE RESTATMENT

k. EARNINGS PER SHARE:

The earnings in ascertaining the Company's EPS comprises the net profit after tax attributable to equity
shareholders and includes the post tax effect of any extraordinary items. The number of shares used in
computing basic EPS is the weighted average number of shares outstanding during the year.
Diluted earnings per share is computed by dividing the profit/(loss) after tax attributable to Equity Shareholders
(including the post tax effect of extra ordinary items, if any) as adjusted for dividend, interest and other charges
to expense or income relating to the dilutive potential equity shares, by the weighted average number of
equity shares which could have been issued on conversion of all dilutive potential equity shares. Potential
equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit
per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as
at the beginning of the period, unless they have been issued at a later date. Dilutive potential equity shares are
determined independently for each period.

l. TAXATION:
Tax expense for the year comprising current tax & deferred tax are considered in determining the net profit for
the year. Provision is made for current tax and based on tax liability computed in accordance with relevant tax
laws applicable to the Company. Provision is made for deferred tax for all timing difference arising between
taxable incomes & accounting income at currently enacted or substantively enacted tax rates, as the case may
be. Deferred tax assets (other than in situation of unabsorbed depreciation and carry forward losses) are
recognized only if there is reasonable certainty that they will be realized and are reviewed for the
appropriateness of their respective carrying values at each Balance Sheet date. Deferred tax assets, in situation
of unabsorbed depreciation and carry forward losses under tax laws are recognised only to the extent that
where is virtual certainty supported by convincing evidence that sufficient future taxable income will be
available against which such deferred tax assets can be recognised. Deferred Tax Assets and Deferred Tax
Liability are been offset wherever the Company has a legally enforceable right to set off current tax assets
against current tax liability and where the Deferred Tax Asset and Deferred Tax Liability relate to Income taxes
is levied by the same taxation authority.

m. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS:

(i) Provisions
A provisions is recognized when the Company has a present obligation as a result of past event, if 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 obligation.
(ii) Contingent Liability
Contingent Liabilities are disclosed when there is a possible obligation arising from past events, the existence of
which will be confirmed only on the occurrence or non‐occurrence of one or more uncertain future events not
wholly within the control of the Company or a present obligation that arises from past events where it is either
not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot
be made.
(ii) Contingent Assets
The Company does not recognize a contingent liability but discloses its existence in the financial statements.

228
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
NOTES TO THE RESTATMENT

n. CASH FLOW STATEMENT

Cash flows are reported using indirect method, whereby profit before tax is adjusted for the effects of
transactions of a non‐cash nature, any deferrals or accruals of past or future operating cash receipts or
payments and item of income or expenses associated with investing or financial cash flows. The cash flows
from operating, investing and financing activities of the Company is segregated.

o. CASH & CASH EQUIVALENTS

Cash & cash equivalents comprise cash and cash on deposit with banks and corporations. The company
considers all highly liquid investments with a remaining maturity at the date of purchase of three months or
less and that are readily convertible to known amount of cash to be cash equivalents.

p. CURRENT AND NON‐CURENT CLASSSIFICATION OF ASSETS/ LIABILITIES

The Company has classified all its Assets/Liabilities into Current/Non‐current portion based on the time frame
of 12 months from the date of financial statements. Accordingly, Assets/Liabilities expected to be
realised/settled within 12 months from the date of financial statements are classified as Current and other
Assets/Liabilities are classified as Non‐Current.
q FOREIGN CURRENCY TRANSACTION:
The transactions in foreign currencies are converted into Indian Rupees at the rates of exchange prevailing on
the date of transactions.
The balances in Current Assets and Current Liabilities in foreign currencies at the date of Balance Sheet
have been converted into Indian Rupees at the rate of exchange prevalent on that date as per RBI reference
rate. The resultant net gain/loss arising out of such foreign exchange translations is taken to Profit and Loss
Account except in respect of such differences related to acquisition of PPE from a country outside India which
are capitalized as a part of cost of respective PPE.
In respect of transactions covered by Foreign Exchange Forward Contracts, the difference between the
forward rate and exchange rate at the inception of contract is recognised as income or expenses over the life of
the contract.
r RELATED PARTY TRANSACTION:

Disclosure of transactions with Related Parties, as required by “Accounting Standard 18‐Related Party
Disclosure” has been set out in the Notes on Financial Statements. Related Parties have been identified on the
basis of representations made by key managerial personnel and information available with the company.
q OPERATING LEASE:
Leases are classified as operating leases where the lessor effectively retains substantially all the risks and
benefits of the whole ownership of the leased assets.
As Lessee:
Lease payments are recognized as an expense in the statement of profit or loss on a straight‐line basis.
As Lessor:
Lease receipts are recognized as an income in the statement of profit or loss on a straight‐line basis.

229
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.
(Amount in Lakhs)
Annexure 4: Statement of Notes to the Restated Financial Information

C. Contingent liabilites and commitments

(i) Contingent liabilities
Standalone Standalone Consolidated Consolidated
Particulars Period Ended As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Claims against the Company not acknowledged as debt
Custom Duty saved on import of Capital Goods under EPCG
‐ ‐ ‐ ‐
Scheme
Bank Guarantees ‐ ‐ ‐ ‐
Indirect Tax Liability* 44.34 44.34 44.34 44.34
Direct Tax Liability* ‐ ‐ ‐ ‐
Corporate Guarantee Given by Company ‐ ‐ ‐ ‐
44.34 44.34 44.34 44.34
*Note: Indirect & Direct Tax Liability is inclusive of Interest Liabilities.

D. Earning & Expenditure in foreign currency on accrual basis (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated
Particulars Period Ended As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Foreign Currency Expenditure (Net off Remmitance Charges)
Earning ‐ ‐ ‐ ‐
Purchase ‐ ‐ ‐ ‐
Expenses ‐ 10.78 ‐ 0.80

E. The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:
(Amount in Lakhs)
Standalone Standalone Consolidated Consolidated
Particulars Period Ended As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Foreign Currency Exposure that have not been Hedged by

‐ ‐ ‐ ‐
Derivative Instruments

F. Changes in Accounting Policies in the Periods/Years Covered In The Restated Financials

There is no change in significant accounting policies adopted by the Company.

230
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.
(Amount in Lakhs)

G. Notes On Restatement Made In The Restated Financials

1) The financial statements including financial information have been prepared after making such regroupings and adjustments, considered appropriate
to comply with the same. As result of these regroupings and adjustments, the amount reported in the financial statements/information may not
necessarily be same as those appearing in the respective audited financial statements for the relevant years.

2) Contingent liabilities and commitments (to the extent not provided for) ‐ A disclosure for a contingent liability is also made when there is a possible
obligation that may, require an outflow of the Company's resources.

3) Figures have been rearranged and regrouped wherever practicable and considered necessary.
4) The management has confirmed that adequate provisions have been made for all the known and determined liabilities and the same is not in excess
of the amounts reasonably required to be provided for.
5) The balances of trade payables, trade receivables, loans and advances are unsecured and considered as good are subject to confirmations of
respective parties concerned.
6) Realizations: In the opinion of the Board and to the best of its knowledge and belief, the value on realization of current assets and loans and
advances are approximately of the same value as stated.
7) Contractual liabilities: All other contractual liabilities connected with business operations of the Company have been appropriately provided for.

8) Amounts in the financial statements: Amounts in the financial statements are rounded off to nearest lakhs. Figures in brackets indicate negative

231
 Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 4: Statement of Notes to the Restated Financial Information

H. Restatement adjustments, Material regroupings and Non‐adjusting items

(a) Impact of restatement adjustments
Below mentioned is the summary of results of restatement adjustments made to the Audited Financial Statements of the respective period/years and its impact
on profits.
(Amount in Lakhs)
Standalone Standalone Consolidated Consolidated
Particulars Period Ended Year Ended Year Ended Year Ended
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Profit after tax as per audited financial statements 360.40 751.98 229.97 264.21

Adjustments to net profit as per audited financial statements

Increase / Decrease in Expenses/Income (refer note (b)(i) below) 0.43 3.02 (3.87) 1.86
Adjustments related to Minority Interest 0.17 0.12 0.05
Excess / Short Provision for Tax/MAT (refer note (b)(ii) below) 0.00 (0.76) 0.01 (0.71)
Differed Tax Liability / Assets Adjustments (refer note (b)(iii) below) (0.33) (0.65) 0.45 0.43
Total adjustments 0.10 1.78 (3.29) 1.62
Restated profit after tax for the period/ years 360.50 753.76 226.68 265.83

Note:
A positive figures represents addition and figures in brackets represents deletion in the corresponding head in the audited financial statements for respective
reporting periods to arrive at the restated numbers.

(b) Explanatory notes for the restatement adjustments

(i) The Amount relating to the Income / Expenses have been adjusted in the year to which the same realted to & under which head the same relates to.
(ii) The Company has provided Excess or Short Provision/MAT in the year in which the Income Tax Return has been filled for the respective financial year But in the
Restated Financial Information the company has provided Excess or Short Provision/MAT in the year to which it relates to.
(iii) There is change in deferred tax assets / liabilities as per audited books of accounts and as per restated books for respective financial covered under the restated
financial information and the same has been given effect in the year to which the same relates to.
To give Explanatory Notes Regarding Adjustment :‐
Appropriate adjustment have been made in the restated financial statement, wherever required, by reclassification of the corresponding item of income, expenses,
assets and liabilities, in order to bring them I line with the groupings as per audited financail of the company for all the years and teh requirements of teh Securities
and Exchange Board of India ( Issue of Capital and Disclosure Requirements) Regulation 2018.

(c) Reconciliation of restated Equity/ Networth: (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated
Particulars Period Ended As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Equity/ Networth as per Audited Financials 1,931.56 1,571.16 819.33 589.35

Adjustment for:
Difference Pertaining to changes in Profit / Loss due to Restated
Effect for the period covered in Restated Financial (0.13) (0.24) (1.85) 1.58
Prior Period Adjustments (1.31) (1.31) (1.31) (1.31)
Equity / Networth as Restated 1,930.12 1,569.61 816.17 589.62

To give Explanatory Notes Regarding Adjustment :‐

Appropriate adjustment have been made in the restated financial statement, wherever required, by reclassification of the corresponding item of income, expenses,
assets and liabilities, in order to bring them I line with the groupings as per audited financial of the company for all the years and the requirements of the Securities
and Exchange Board of India ( Issue of Capital and Disclosure Requirements) Regulation 2018.
In case of the instances of writing off of debtors for the period covered in the Restated Financial Statements period of original sales booking has been derived. We
found out that those sales were of prior years to the scope covered in the Restated Financial Statements. Therefore, as per the requirement the effect of the same
has been given to the period where sales were booked originally and as a result of the same particular amounts has reduced opening reserves of the company to
such extent.

232
 Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 5 : Restated Statement of Share capital

Standalone Standalone Consolidated Consolidated
Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Authorised share capital
Equity shares of Rs. 10 each
‐ Number of shares 1,52,50,000 5,00,000 5,00,000 5,00,000
‐ Amount 1,525.00 50.00 50.00 50.00
1,525.00 50.00 50.00 50.00
Issued, subscribed and fully paid up
Equity shares of Rs. 10 each
‐ Number of shares 5,00,000 5,00,000 5,00,000 5,00,000
‐ Amount 50.00 50.00 50.00 50.00
50.00 50.00 50.00 50.00

Reconciliation of equity share capital

Standalone Standalone Consolidated Consolidated
Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Balance at the beginning of the period/year

‐ Number of shares 5,00,000.00 5,00,000.00 5,00,000.00 5,00,000.00
‐ Amount 50.00 50.00 50.00 50.00
Add: Shares issued during the period/year
‐ Number of shares ‐ ‐ ‐
‐ Amount ‐ ‐ ‐ ‐
Add: Bonus Shares issued during the
period/year
‐ Number of shares ‐ ‐
‐ Amount ‐ ‐ ‐ ‐
Balance at the end of the period/year
‐ Number of shares 5,00,000.00 5,00,000.00 5,00,000.00 5,00,000.00
‐ Amount 50.00 50.00 50.00 50.00

Note:
1 The Company has increased the Authorised Capital from 5,00,000 Equity Shares of Rs. 10 each to 1,52,50,000 Equity Shares of Rs. 10 each in an EGM
held at 24th February 2025 at their registered office.

Shareholders holding more than 5% of the shares of the Company

As at As at As at As at
Particulars
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Equity shares of Rs. 10 each

Pankaj Biswanath Agarwal
‐ Number of shares 4,75,000 4,75,000 4,75,000 4,75,000
‐ Percentage holding (%) 95.00% 95.00% 95.00% 95.00%

Priti Pankaj Agarwal

‐ Number of shares ‐ ‐ 25,000 25,000
‐ Percentage holding (%) ‐ ‐ 5.00% 5.00%

233
 Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Shares held by Promoters at the end of the year

For the Period Ended 30th June , 2025
Particulars
% Change during the
No of Shares % of total Shares
year
Pankaj Biswanath Agarwal 4,75,000.00 95.00% 0.00%
Priti Pankaj Agarwal 17,848.00 3.57% 0.00%
Pratik Pankaj Agrawal 1.00 0.00% 0.00%
Vikas Tekriwal 1.00 0.00% 0.00%

Shares held by Promoters at the end of the year

For the year Ended 31st March , 2025
Particulars
% Change during the
No of Shares % of total Shares
year
Pankaj Biswanath Agarwal 4,75,000.00 95.00% 0.00%
Priti Pankaj Agarwal 17,848.00 3.57% ‐1.43%
Pratik Pankaj Agrawal 1.00 0.00% 0.00%
Vikas Tekriwal 1.00 0.00% 0.00%

Shares held by Promoters at the end of the year

For the year ended 31 March 2024
Particulars
% Change during the
No of Shares % of total Shares
year
Pankaj Biswanath Agarwal 4,75,000.00 95.00% 0.00%
Priti Pankaj Agarwal 25,000.00 5.00% 0.00%

Shares held by Promoters at the end of the year

For the year ended 31 March 2023
Particulars
% Change during the
No of Shares % of total Shares
year
Pankaj Biswanath Agarwal 4,75,000.00 95.00% 0.00%
Priti Pankaj Agarwal 25,000.00 5.00% 0.00%

Terms & Rights attached to Equity Shares.

The Company has only one class of share referred to as Equity Shares having a par value of Rs.10/‐ each. Each holder of Equity Shares is entitled to
one vote per share. Dividend on such shares is payable in proportion to the paid up amount. Dividend (if any) recommended by board of directors
(other than interim dividend) is subject to approval of the shareholders in the ensuing Annual General Meeting.
In the event of winding up of the company, the holder of Equity Shares will be entitled to receive any of the remaining assets of the company after all
preferential amounts and external liabilities are paid in full. However, no such preferential amount exists currently. The distribution of such
remaining assets will be on the basis of number of Equity Shares held and the amount paid up on such shares.
(i) The Figures disclosed above are based on the summary statement of assets and liabilities of the company.
The above statememnt should be read with the restated statement of assets & liabilities, Restated statement of Profit & Loss, Restated statement
(ii)
of Cashflow, significant accounting policies & notes to restated summary statements as appearing in annexures 1 , 2 , 3 & 4 respectively.

234
 Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 6 : Restated Statement of Reserves and surplus (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated

Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23

A. Securities premium account

Balance at the beginning of the period / year ‐ ‐ ‐
Add : On shares issued ‐ ‐ ‐
Less : Issue of Bonus Shares ‐ ‐ ‐
Balance at the end of the period/year ‐ ‐ ‐ ‐

B. Surplus in the Restated Summary Statement of

Profit and Loss
Balance at the beginning of the period/year 1,519.61 765.85 539.17 274.65
Add / Less :‐Prior Period Expense/ Income ‐ ‐
Less : Issue of Bonus Shares ‐ ‐ ‐
Add: Restatement adjustment (1.31)
Add : Transferred from the Restated Summary 360.50 753.76 226.68 265.83
Statement of Profit and Loss
Balance at the end of the period/year 1,880.11 1,519.61 765.85 539.17

Total (A+B) 1,880.11 1,519.61 765.85 539.17

Note:
1 The Figures disclosed above are based on the summary statement of assets and liabilities of the company.
2 The above statememnt should be read with the restated statement of assets & liabilities, Restated statement of Profit & Loss, Restated
statement of Cashflow, significant accounting policies & notes to restated summary statements as appearing in annexures 1 , 2 , 3 & 4
respectively.

235
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 7: Restated Statement of Long‐ term / Short‐term borrowings (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated
As at As at As at
Particulars As at 31st March, '24
30th June, '25 31st March, '25 31st March, '23

Long‐term Short‐term Long‐term Short‐term Long‐term Short‐term Long‐term Short‐term

Secured
(a)Loans Repayable on Demand ‐ From Banks
‐ Cash Credit ‐ 1,520.05 ‐ 1,783.58 ‐ 1,215.22 ‐ 1,001.87

(b) Loan From Banks

‐ Secured Loans from bank against property 341.31 ‐ 360.31 ‐ ‐ ‐ ‐
‐ Current Maturity of above Loan (341.31) 341.31 ‐ 76.40 76.40
‐ 1,861.36 283.91 1,859.98 ‐ 1,215.22 ‐ 1,001.87

Unsecured Loan
(a) Loans from Directors , Relatives and Related
Priti Agrawal 250.96 204.47 565.09 159.39
Pankaj Agrawal 320.49 320.49 322.54 27.59
Socio hub Pvt Ltd 42.75
(b) Others ‐ 92.08 ‐ 85.19 ‐ 216.07 ‐
614.20 ‐ 617.04 ‐ 972.82 ‐ 403.05 ‐

614.20 1,861.36 900.95 1,859.98 972.82 1,215.22 403.05 1,001.87

Note :‐ Refer Note No.7.1 for detailed terms & condition related to Borrowings.

236
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 7.1: Restated Statement of Details regarding Loans (Amount in Rs. )

Long Term Borrowings (secured)
Outstanding as on Rate of Security/ Principal terms
Sr No. Lender Nature of Facility Loan Repayment Term Collateral Security/ other Condition
30th June,2025 Interest/Margin and conditions
DB Loan Against Repayment in monthly EMI
1 Deutsche Bank Commercial 425.00 341.31 9.05% amount of Rs. 8,83,262 for 60 Unit No 2.3 & 2.5, 2nd Floor, Roop INDL Premises CHSL, Kurla Road. Andheri East, Mumbai 400072, Maharashtra
Property months

Short Term Borrowing (secured)

Outstanding as on Rate of Security/ Principal terms
Sr No. Sr No. Nature of Facility Loan Repayment Term Collateral Security/ other Condition
30th June,2025 Interest/Margin and conditions

[Link] property situated at Gala NO.212, admeasuring about 520 sq. ft. built up, 2nd floor,
Star Industrial Estate, Bhullar Co‐op Soc Ltd. Behind Sakinaka telephone exchange, Andheri‐Kurla
road, Sakinaka, Andheri (East) Mumbai ‐ 400072 owned by Mrs. Priti Pankaj Agarwal.
[Link] property situated at Unit NO.102 (old unit noAO), admeasuring about 686 sq. ft. built
up, 1st floor, Building No. 17‐AB, Adarsh Samhita Premises Co‐op Soc Ltd., Samhita Industrail
Complex, Behind Sakinaka telephone exchange, Andheri‐Kurla road, Sakinaka, Andheri (East)
Mumbai ‐ 400072 owned by Mr. Pankaj Agarwal
[Link] Flat no. A‐102, admeasuring about 810 sq. ft. built up, 1st floor, Twin Star CHSL, Srishti
Hypothecation of stocks,
Complex, Opp. L&TGate No.7, Saki Vihar Road, Powai Mumbai 400072 owned by Mr. Pankaj Agarwal
book‐debts and other
[Link] property situated at Flat NO.803, B‐Wing, Tara CHS, Shristhi Complex, Saki Vihar Road,
1 Axis Bank Cash Credit 1,800.00 1,520.05 9.00% 12 Month current assets of the
PowaL Mumbai‐ 400072, 900 sq. ft. carpet + Terrace 250 sq. ft. carpet owned by M/s. Fractal
company
Industries Pvt Ltd.
both present and future.
[Link] property situated at Unit 104, Building No 17 AB, Adarsh Samhita Premises
Cooperative Society Ltd, Samhita Industrial Warehousing Complex, near Crescent Business Park, Off
Andheri Kurio Road,Saki Naka, Andheri East Mumbai 400072 Owned by M/s. Fractal Industries Pvt
Ltd. (Property papers were held with us but not mortgaged).
[Link] property situated at 2nd Floor, Gala No.2.1 & 2.1A, Roop Industrial Estate, Sakinaka
telephone exchange, Andheri‐Kurla road, Sakinaka, Andheri (East) Mumbai ‐ 400072 owned by
Fractal Industries Pvt Ltd (New).
7) Personal Guarantee of Pankaj Agarwal and Priti Agarwal

Long Term Borrowing (Unsecured)

Outstanding as on Rate of Security/ Principal terms
Sr No. Sr No. Nature of Facility Loan Repayment Term Collateral Security/ other Condition
30th June,2025 Interest/Margin and conditions
1 Loan From Directors Unsecured Loan ‐ 571.45 ‐ On Demand ‐ ‐
2 Loan From Others Unsecured Loan ‐ 42.75 ‐ On Demand ‐ ‐

237
 Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 8: Deferred Tax Assets/Liabilities (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated

Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Deffered Tax Assets & Liabilities Provision

WDV As Per Companies Act 2013 106.61 112.23 99.06 122.57
WDV As Per Income Tax Act 136.29 140.44 121.75 131.05
Difference in WDV (29.68) (28.21) (22.69) (8.48)
Gratuity Provision (8.09) (7.11) (4.75) (2.52)
Adjustment on account of Section 28 to 44 DA
(122.87) (0.44) (0.68) (0.31)
Income tax Act, 1961
Total Timming Differece (160.64) (35.76) (28.12) (11.31)
Tax Rate as per Income Tax 17.16% 17.16% 17.16% 17.16%
(DTA) / DTL (27.57) (6.14) (4.83) (1.94)
Deffered Tax Assets & Liabilities Summary
Opening Balance of (DTA) / DTL (6.14) (4.83) (1.94) 0.31
Add: Provision for the Year (21.43) (1.31) (2.88) (2.25)
Closing Balance of (DTA) / DTL (27.57) (6.14) (4.83) (1.94)

Note:
In accordance with accounting standard 22, Accounting for taxes on income, issued by the institute of Chartered Accountant of India, the Deferred Tax Laibilities (Net of Assets) is provided
in the books of account as at the end of the year/ (period)

Annexure 9: Restated Statement of Other long‐term liabilities

(Amount in Lakhs)
Standalone Standalone Consolidated Consolidated
Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Others
‐ Rent Deposit 2.50 2.50 ‐ 2.50
2.50 2.50 ‐ 2.50

Annexure 10 : Restated Statement of Provisions (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated

Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Long‐term Short‐term Long‐term Short‐term Long‐term Short‐term Long‐term Short‐term
Provision for Employee Benefits:
‐ Provision for Gratuity 8.07 0.03 7.08 0.03 4.73 0.02 2.51 0.01
‐ Lease Equilization lianbility 0.54 0.44 0.68 0.31
Other Provisions:
‐ Provision for Income Tax ‐ 31.01 ‐ 15.03 ‐ ‐ ‐ ‐
8.07 31.58 7.08 15.50 4.73 0.70 2.51 0.32
Note:
1 The figures disclosed above are based on the restated summary statement of assets & liabilities of company.
2 The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated statements of Cashflow statement,
significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4 respectively.

238
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 10.1: Restated Statement of Provisions

The following table sets out the status of the Gratuity Scheme in respect of employees of the Company: (Amount in Lakhs)
Standalone Standalone Consolidated Consolidated
Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Projected Benefit Obligation 8.09 7.11 4.75 2.52

Funding Status Unfunded Unfunded Unfunded Unfunded
Fund Balance N.A. N.A. N.A. N.A.
Current Liability 0.03 0.03 0.02 0.01
Non Current Liability 8.07 7.08 4.73 2.51

Standalone Standalone Consolidated Consolidated

Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Opening net Liability 7.11 4.75 2.51 1.31

Expense recognised in PL 0.98 2.36 2.23 1
(Benefit Paid Directly by the Employer) ‐ ‐ ‐
(Employer's Contribution) ‐ ‐ ‐
Closing Net Liability/(Asset) Recognized in the
8.09 7.11 4.75 2.51
Balance Sheet

The actuarial assumptions used in accounting for the gratuity plan were as follows:
Standalone Standalone Consolidated Consolidated
Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Demographic Assumption:
Indian Assured Lives Indian Assured Lives Indian Assured Lives Indian Assured Lives
Mortality Rate Mortality (2012‐14) Mortality (2012‐14) Mortality (2012‐14) Mortality (2012‐14)
Ultimate Ultimate Ultimate Ultimate
Retirement Age 58 Years 58 Years 58 Years 58 Years
Attrition Rate 10.00% 10.00% 10.00% 10.00%
Financial Assumptions:
Salary Escalation Rate 10.00% 10.00% 10.00% 10.00%
Discount Rate 6.52% 6.65% 7.20% 7.44%

239
 Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 11: Restated Statement of Trade payables (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated

Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Dues of micro and small enterprises (refer note
339.22 123.80 ‐ ‐
below)
Dues to others 617.72 607.98 1,169.27 2,102.46
956.94 731.78 1,169.27 2,102.46

Annexure 11.1 :Trade payables ageing schedule (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated

Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Disputed Dues ‐

Undisputed Dues
(a) Micro, Small & Medium Enterprise
Less than 1 year 339.22 123.80 ‐
1 to 2 years ‐ ‐ ‐
2 to 3 years ‐ ‐ ‐
More than 3 Years ‐ ‐ ‐

(b) Other
Less than 1 year 616.74 607.70 1,169.27 2,102.46
1 to 2 years 0.98 0.28 ‐
2 to 3 years ‐ ‐ ‐
More than 3 Years ‐ ‐ ‐
Note: Micro and Small Enterprises
1 On the basis of the information and records available with management, the following disclosures are made for the amounts due to Micro, Small and
Medium enterprises who have registered with the Competent authorities.
As at As at As at As at
Particulars
30th June, '25 31st March, '25 31st March, '24 31st March, '23
1) The principal amount and the interest due
thereon remaining unpaid to any supplier as at
the end of each accounting year:
i) Principal amount remaining unpaid 335.03 123.80 ‐ ‐
ii) Interest due and unpaid interest 4.19 ‐ ‐ ‐
2) The amount of interest paid by the buyer in
terms of section 16 of the Micro, Small and
Medium Enterprises Development Act, 2006,
‐ ‐ ‐ ‐
along with the amounts of the payment made to
the supplier beyond the appointed day during
each accounting year;

240
 Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

3) The amount of interest due and payable for the

period of delay in making payment (which have
been paid but beyond the appointed day, during
‐ ‐ ‐ ‐
the year) but without adding the interest
specified under Micro, Small and Medium
Enterprises Development Act, 2006;
4) The amount of interest accrued and remaining
‐ ‐ ‐ ‐
unpaid at the end of each accounting year; and

5)The amount of further interest remaining due

and payable even in the succeeding years, until
such date when the interest dues as above are
actually paid to the small enterprise for the ‐ ‐ ‐ ‐
purpose of disallowance of a deductible
expenditure under section 23 of the Micro, Small
and Medium Enterprises Development Act, 2006.
2 Trade Payables as on 30th June, 2025 has been taken as certified by the management of the company
3 There has been No Unbilled Trade Payables in the Period ended 30th June,2025, and Year ended 31st March 2025, 31st March 2024 and 31st March
2023.
4 Trade Payables as on 30th June, 2025 includes 0.30 Lakhs Payable to Priti Agrawal as Rent.
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)

Annexure 12: Restated Statement of Other Current Liabilities (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated

Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Interest accrued but not due on borrowings 13.29 2.25 ‐

Other Payables:
‐ Audit fees Payable 2.88 2.00 0.95 0.60
‐ Expenses Payable 5.30 3.00 2.05 0.08
‐ Statutory dues Payable 2.35 13.72 11.94 ‐
‐ Salary Payable 50.68 33.34 30.74 20.79
74.50 54.31 45.68 21.47
Notes:
1 Advance received from the customers have been taken as certified by the management of the company and no security has been offered by the
company against the same.
2 The figures disclosed above are based on the restated summary statement of assets & liabilities of company.
3 The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated
statements of Cashflow statement, significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4
respectively.
4 Expenses Payables includes Reimbursement Payable to Anoop Agrawal (KMP) of 0.49 Lakhs for the period ended 30th June 2025.
5 Salary Payable to KMP/Director includes below amounts:
As at 30th June, '25 As at 31st March, '25 As at 31st March, '24 As at 31st March, '23
Pankaj B Agarwal 9.00 36.00 14.00 19.69
Priti Agarwal 3.00 1.00 20.00 24.00
Anoop Kumar Agrawal 1.49 5.73 ‐ ‐

241
 Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
Annexure 13: Restated Statement of Property, Plant and Equipment and Capital Work‐in‐progress (Amount in Lakhs)
13.1 Property, Plant and Equipment
Furniture and Office Plant &
Particulars Computer Motor Car Mobile Handset Total
Fixtures Equipment Machinery
Gross block
Balance as at 31 March 2022 33.95 4.75 7.00 9.74 25.00 ‐ 80.44
Additions 35.07 7.72 26.75 9.45 ‐ 1.15 80.14
Less: Disposals ‐ ‐ ‐ ‐ ‐ ‐ ‐
Balance as at 31 March 2023 69.02 12.47 33.75 19.19 25.00 1.15 160.58
Additions 6.41 0.49 ‐ 3.35 ‐ 1.21 11.46
Less: Disposals ‐ ‐ ‐ ‐ ‐ ‐ ‐
Balance as at 31 March 2024 75.43 12.96 33.75 22.54 25.00 2.36 172.04
Additions ‐ 0.17 0.37 4.87 47.50 0.27 53.18
Less: Disposals ‐ ‐ ‐ ‐ 10.00 ‐ 10.00
Balance as at 31 March 2025 75.43 13.13 34.12 27.41 62.50 2.63 215.22
Additions ‐ 0.12 0.56 0.21 0.89
Less: Disposals ‐ ‐
Balance as at 30 June 2025 75.43 13.25 34.12 27.97 62.50 2.84 216.11
Accumulated depreciation and amortisation
Balance as at 31 March 2022 1.94 0.47 2.23 1.00 0.98 ‐ 6.62
Depreciation charge 9.51 3.11 3.47 9.14 6.15 0.01 31.39
Reversal on disposal of assets ‐ ‐ ‐ ‐ ‐ ‐ ‐
Balance as at 31 March 2023 11.45 3.58 5.70 10.14 7.13 0.01 38.01
Depreciation charge 13.78 4.04 5.08 7.06 4.64 0.37 34.97
Deduction/ Adjustment ‐ ‐ ‐ ‐ ‐ ‐ ‐
Balance as at 31 March 2024 25.23 7.62 10.78 17.20 11.77 0.38 72.98
Depreciation charge 10.30 2.13 3.86 5.06 7.09 0.87 29.31
Deduction/ Adjustment ‐ ‐ ‐ ‐ 0.70 ‐ 0.70
Balance as at 31 March 2025 35.53 9.75 14.64 22.26 19.56 1.25 102.99
Depreciation charge 2.00 0.31 0.80 0.62 2.63 0.15 6.51
Deduction/ Adjustment ‐
Balance as at 30 June 2025 37.53 10.06 15.44 22.88 22.19 1.40 109.50
Net block
Balance as at 31 March 2023 57.57 8.89 28.05 9.05 17.87 1.14 122.57
Balance as at 31 March 2024 50.20 5.34 22.97 5.34 13.23 1.98 99.06
Balance as at 31 March 2025 39.90 3.38 19.48 5.15 42.94 1.38 112.23
Balance as at 30 June 2025 37.90 3.19 18.68 5.09 40.31 1.44 106.61
Notes:
1 The figures disclosed above are based on the restated summary statement of assets & liabilities of company.
2 The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated statements of Cashflow statement,
significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4 respectively.

242
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra,

Annexure 14: Restated Statement of Non‐Current Investment (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated
Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Investment property:
‐ Samitha Complex‐commercial property 87.46 87.46 87.46 87.46
‐ Tara‐Commercial Property 184.23 184.23 184.23 184.23
‐ Commercial Property (Roop Ind. Unit No 2.1) 53.96 53.96 53.96 53.96
‐ Commercial Property (Roop Ind. Unit No 2.1‐A) 202.03 202.03 202.03 202.03
‐ Commercial Property (Roop Ind. Unit No 2.3) 271.98 271.98 271.98 ‐
‐ Commercial Property (Roop Ind. Unit No 2.5) 202.42 202.42 202.42 ‐
‐
1,002.08 1,002.08 1,002.08 527.68

Note :‐
Value of Investment as on 30th June, 2025 has been taken as certified by the management of the company. (if any)

Annexure 15: Restated Statement of Other Non Current Assets (Amount in Lakhs)
Standalone Standalone Consolidated Consolidated
Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Unsecured, Considered Goods:
‐ Security Deposit for rent 22.00 21.90 9.80 8.00
Total 22.00 21.90 9.80 8.00

Annexure :16 Restated Statement of Inventories

(Amount in Lakhs)
Standalone Standalone Consolidated Consolidated
Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Raw Material 245.74 127.75
Finished Goods 2,508.08 2,371.35 2,207.08 1,061.91
Work in Progress 136.76 124.81
2,890.58 2,623.91 2,207.08 1,061.91
Note :‐
Value of Inventories as on 30th June, 2025 has been taken as certified by the management of the company.

Annexure 17: Restated Statement of Trade Receivables (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated
Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Undisputed Trade Receivables‐Considered Good
1. From Directors/ Promotors / Promotor Group /
Associates / Relative of Directors / Group Companies
Over Six Months ‐ ‐
Others ‐ 311.28 1,108.52
‐ ‐ 311.28 1,108.52
2. From Others
Less than Six Months 628.40 694.09 292.15 216.69
6 Months to 1 Year 22.53 22.53 ‐
1 Year to 2 Years ‐ ‐
2 Years to 3 Years ‐ ‐
More Than 3 Years ‐ ‐

243
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra,
(ii) Undisputed – which have significant increase in
credit risk ‐ ‐
(iii) Undisputed – credit impaired ‐ ‐
(iv) Disputed – considered good ‐ ‐
(v) Disputed – considered doubtful ‐ ‐
(vi) Disputed– credit impaired ‐ ‐
650.93 716.62 603.43 1,325.21
Note :‐
As per the view of the Management of the Company there is no doubtful debts and hence provision for doubtful debts have not been made.
Trade Receivables as on 30th June, 2025 has been taken as certified by the Management of the Company.
The figures disclosed above are based on the restated summary statement of assets & liabilities of company.
The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated statements of
Cashflow statement, significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4 respectively.

There has been No Unbilled Trade receivables in the Period ended 30th June,2025, and Year ended 31st March 2025, 31st March 2024 and 31st March 2023.

Annexure 18: Restated Statement of Cash and Cash Equivalent

(Amount in Lakhs)
Standalone Standalone Consolidated Consolidated
Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Cash on hand 0.13 4.48 5.45 7.06
Balances with Banks
‐ Current Account 1.00 1.00 1.66 0.89
1.13 5.48 7.11 7.95
Other Bank Balances
Other Bank Deposits (Original Maturity more than 3
‐ ‐
months) ‐ 800.00
‐ ‐ ‐ 800.00

1.13 5.48 7.11 807.95

244
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra,
Note :‐
The figures disclosed above are based on the restated summary statement of assets & liabilities of company.
The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated statements of
Cashflow statement, significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4 respectively.

Annexure 19: Restated Statement of Short Term Loan & Advances (Amount in Lakhs)
Standalone Standalone Consolidated Consolidated
Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23
Others:
(Unsecured and Considered Good unless otherwise stated)
‐ Balance with revenue authorities 719.24 618.34 218.78 137.74
17.28 14.97
‐ Provision for Income Tax (Net off TDS /Advance Tax)
‐ Advance Given to Employee 1.87 0.10 1.08
721.11 618.34 236.16 153.79
Note :‐
The figures disclosed above are based on the restated summary statement of assets & liabilities of company.
The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated statements of
Cashflow statement, significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4 respectively.

245
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 20 : Other Current Assets (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated

Particulars As at As at As at As at
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Advance to supplier 43.48 22.77 54.92 108.91

Pre‐IPO expenses 9.75 9.75
Prepaid expenses 4.02 2.49 2.63 3.33
57.25 35.01 57.55 112.24
Note :‐
1. The figures disclosed above are based on the restated summary statement of assets & liabilities of company.
2. The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated statements of Cashflow statement,
significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4 respectively.

246
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 21: Restated Statement of Revenue from operations (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated

Particulars Period Ended Year Ended Year Ended 31st March, Year Ended
30th June, '25 31st March, '25 '24 31st March, '23
Sales
‐ Sale of Products 2,415.49 8,544.87 4,994.40 8,891.11
2,415.49 8,544.87 4,994.40 8,891.11

Customer wise Bifurcation of above Sales are as Below

Period Ended Year Ended Year Ended 31st March, Year Ended
Particulars
30th June, '25 31st March, '25 '24 31st March, '23

B2B 237.17 643.69 4727.69 8891.11

% to total 9.82% 7.53% 94.66% 100.00%
B2C 2178.31 7901.18 266.70 0.00
% to total 90.18% 92.47% 5.34% 0.00%
Total 2415.49 8544.87 4994.40 8891.11

State wise Bifurcation of above Sales are as Below

Period Ended Year Ended Year Ended 31st March, Year Ended
Particulars
30th June, '25 31st March, '25 '24 31st March, '23

Gujarat ‐ 240.47 2,838.93 6042.65

% to total 0.00% 2.81% 56.84% 67.96%
Haryana 63.37 163.41 39.54 412.14
% to total 2.62% 1.91% 0.79% 4.64%
Karnataka 1459.24 5178.02 238.92 299.81
% to total 60.41% 60.60% 4.78% 3.37%
Maharastra 846.84 2845.19 1,865.43 1910.62
% to total 35.06% 33.30% 37.35% 21.49%
Telangana ‐ ‐ ‐ 3.83
% to total 0.00% 0.00% 0.00% 0.04%
West Bengal 46.04 117.78 11.58 222.07
% to total 1.91% 1.38% 0.23% 2.50%
Total 2415.49 8544.87 4994.40 8891.11

Marketplace wise Bifurcation of above Sales are as Below

Period Ended Year Ended Year Ended 31st March, Year Ended
Particulars
30th June, '25 31st March, '25 '24 31st March, '23

Flipkart 339.72 389.23 60.88 464.77

% to total 14.06% 4.56% 1.22% 5.23%
Myntra 2075.77 8092.98 2,360.70 6837.00
% to total 85.94% 94.71% 47.27% 76.90%
Others ‐ 62.66 2,572.82 1,589.35
% to total 0.00% 0.73% 51.51% 17.88%
Total 2415.49 8544.87 4994.40 8891.11

247
 CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Modelwise Bifurcation of above Sales are as Below

Period Ended Year Ended Year Ended 31st March, Year Ended
Particulars
30th June, '25 31st March, '25 '24 31st March, '23

Outright Model 237.17 643.69 4727.69 8891.11

% to total 9.82% 7.53% 94.66% 100.00%
PPMP Model 2178.31 7901.18 266.70
% to total 90.18% 92.47% 5.34% 0.00%
Total 2415.49 8544.87 4994.40 8891.11

Modelwise Bifurcation of above Sales are as Below

Period Ended Year Ended Year Ended 31st March, Year Ended
Particulars
30th June, '25 31st March, '25 '24 31st March, '23

A) Topwear 1,901.19 7,232.82 3,913.38 4,183.34

% to total 78.71% 84.65% 78.36% 47.05%
B) Bottomwear 443.05 1158.75 498.11 2182.88
% to total 18.34% 13.56% 9.97% 24.55%
C) Ethnicwear 68.22 152.67 533.95 2483.95
% to total 2.82% 1.79% 10.69% 27.94%
D) Outerwear 3.03 0.64 1.24 39.30
% to total 0.13% 0.01% 0.02% 0.44%
E) Others (Raw Material Trading) 0.00 0.00 47.72 1.64
% to total 0.00% 0.00% 0.96% 0.02%
Total 2415.49 8544.87 4994.40 8891.11

1 The figures disclosed above are based on the restated summary statement of Profit & Loss of the company .
2 The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated
statements of Cashflow statement, significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4
respectively.

Annexure 22: Restated Statement of Other Income (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated

Particulars Period Ended Year Ended Year Ended 31st March, Year Ended
30th June, '25 31st March, '25 '24 31st March, '23

Net Gain on Sale of Investments:

‐ Sale of Subsidiary 0.17
Other Non‐operating income:
‐ Discounts 0.37 ‐ 5.63 ‐
‐ Bad debts Write off ‐ 0.17 0.82 ‐
‐ Rent Income 1.58 6.08 ‐ ‐
‐ Reversal of lease reserve
1.95 6.42 6.45 ‐

Note:
1 The figures disclosed above are based on the restated summary statement of Profit & Loss of the company .
2 The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated
statements of Cashflow statement, significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4
respectively.

248
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 23: Cost of Material Consumed (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated
Particulars Period Ended Year Ended Year Ended 31st March, Year Ended 31st March,
30th June, '25 31st March, '25 '24 '23

Opening Stock 127.75 ‐

Add: Purchases 1,188.56 4,537.62 5,308.92 8,246.99
Less: Closing Stock 245.74 127.75 ‐
1,070.57 4,409.87 5,308.92 8,246.99

Statewise Purchase is as below

Period Ended Year Ended Year Ended 31st March, Year Ended 31st March,
Particulars
30th June, '25 31st March, '25 '24 '23

Maharashtra 473.42 2,176.86 2,532.81 3,976.73

% to total 39.83% 47.97% 47.71% 48.22%
Gujarat 144.59 645.27 732.34 2,038.29
% to total 12.17% 14.22% 13.79% 24.72%
Madhya Pradesh * (0.12) 365.22 646.82 969.14
% to total ‐0.01% 8.05% 12.18% 11.75%
Karnataka 192.39 571.89 584.95 531.29
% to total 16.19% 12.60% 11.02% 6.44%
West Bengal ‐ ‐ 91.15 261.22
% to total 0.00% 0.00% 1.72% 3.17%
Tamil Nadu 118.67 279.68 222.54 112.46
% to total 9.98% 6.16% 4.19% 1.36%
Rajasthan 203.33 206.92 14.09 98.64
% to total 17.11% 4.56% 0.27% 1.20%
Himachal Pradesh ‐ 64.92 331.13 94.98
% to total 0.00% 1.43% 6.24% 1.15%
Dadra and Nagar Haveli and Daman and
Diu 38.89 112.08 60.95 63.40
% to total 3.27% 2.47% 1.15% 0.77%
Punjab 2.43 25.17 20.16 51.27
% to total 0.20% 0.55% 0.38% 0.62%
Haryana 11.38 35.50 45.62 39.99
% to total 0.96% 0.78% 0.86% 0.48%
Uttar Pradesh 3.44 15.00 25.56 7.31
% to total 0.29% 0.33% 0.48% 0.09%
Delhi 0.13 22.51 0.79 2.27
% to total 0.01% 0.50% 0.01% 0.03%
Telangana ‐ 16.61 ‐ ‐
% to total 0.00% 0.37% 0.00% 0.00%
Total 1188.56 4537.62 5308.92 8246.99
* There is an invoice raised in March 2025, and the party has issued a debit note in the current period; hence, the amount appears as negative.

249
 CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 24. Change In Inventory of Finished Goods, Stock In Trade and WIP (Amount in Lakhs)
Standalone Standalone Consolidated Consolidated
Particulars Period Ended Year Ended Year Ended 31st March, Year Ended 31st March,
30th June, '25 31st March, '25 '24 '23

Inventories at the beginning of the period/year:

Finished Goods 2,371.35 2,207.08 1,061.91 829.19
Work in progress 124.81 ‐ ‐ ‐

Inventories at the end of the period/year:

Finished Goods 2,508.08 2,371.35 2,207.08 1,061.91
Work in progress 136.76 124.81 ‐
(148.68) (289.08) (1,145.17) (232.72)

Note:
1 The figures disclosed above are based on the restated summary statement of Profit & Loss of the company .
2 The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated
statements of Cashflow statement, significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4
respectively.

Annexure 25: Restated Statement of Employee Benefits Expense (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated

Particulars Period Ended Year Ended Year Ended 31st March, Year Ended 31st March,
30th June, '25 31st March, '25 '24 '23

Salary, Wages & Bonus 26.75 58.33 47.46 45.36

Director Remuneration 12.00 42.73 34.00 24.00
Contribution to ESI & PF 0.27 ‐ ‐ ‐
Gratuity Expenses 0.98 2.36 2.23 1.20
Staff Welfare 1.33 11.47 17.99 17.64
41.33 114.89 101.68 88.20
Note:
1 The figures disclosed above are based on the restated summary statement of Profit & Loss of the company .
2 The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated
statements of Cashflow statement, significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4
respectively.

250
 CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 26: Restated Statement of Finance Costs (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated

Particulars Period Ended Year Ended Year Ended 31st March, Year Ended 31st March,
30th June, '25 31st March, '25 '24 '23

Bank Charges ‐ ‐ ‐ ‐
Interest Expense:
‐ Interest on Secured Loan‐Long Term 7.14 36.85 ‐ ‐
‐ Interest on Secured Loan‐Short Term 49.94 131.19 87.38 48.74
‐ Interest on Unsecured Loan 0.56 7.65 9.29 12.30
‐ Interest on MSME Interest 4.19
Processing Fees and stamp duty ‐ 3.40 ‐ ‐
61.83 179.09 96.67 61.04
Note:
1 The figures disclosed above are based on the restated summary statement of Profit & Loss of the company .
2 The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated
statements of Cashflow statement, significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4
respectively.

Annexure 13: Restated Statement of Depreciation and amortisation expense (Amount in Lakhs)
Standalone Standalone Consolidated Consolidated
Particulars Period Ended Year Ended Year Ended 31st March, Year Ended 31st March,
30th June, '25 31st March, '25 '24 '23

Depreciation 6.51 29.31 34.97 31.39

6.51 29.31 34.97 31.39
Note:
1 The figures disclosed above are based on the restated summary statement of Profit & Loss of the company .
2 The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated
statements of Cashflow statement, significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4
respectively.

251
 Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 27: Restated Statement of Other Expenses (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated
Particulars Period Ended Year Ended Year Ended 31st March, Year Ended
30th June, '25 31st March, '25 '24 31st March, '23
(A) DIRECT EXPENSES
Sampling expenses 0.55 0.85 0.96 2.80
Testing & Inspection charges 0.31 4.94 14.53 10.56
Transport, C&F charges 15.29 50.40 51.04 65.91
Transport Charges(Train) ‐ 1.36 0.18 1.14
Commission Expenses 181.05 608.18 ‐ ‐
Logistics & Contractual Services 607.29 2,167.16 0.38 ‐
Royalty & Technical Services 35.73 86.12 ‐ ‐
Manpower Services 8.78 36.94 2.71 ‐
Total 849.00 2,955.95 69.80 80.41
(B) INDIRECT EXPENSES
Professional Fees 28.67 31.63 7.81 7.25
Rental Expenses 12.70 47.32 66.56 54.72
Depositoery Charges 0.40 ‐ ‐ ‐
Fees & Subscriptions 0.09 0.14 0.72 0.84
Telephone expenses 0.05 0.12 0.13 0.64
Insurance 1.04 4.08 5.35 0.83
Business promotional Expenses 34.46 0.06 20.49 21.69
Electricity charges 3.35 9.77 5.87 3.09
Internet & Domain Charges 0.33 0.81 0.67 0.57
Late fees, Penalty & Interest Charges 0.02 0.69 2.08 1.17
Lodging and Fooding Expenses 0.36 2.92 3.28 3.33
Miscellaneous Expenses ‐ 0.56 2.29 3.42
Bank Charges 5.27 0.95 2.94 8.01
Sundry Balance Written Off 0.08 ‐ 6.92 ‐
Travelling & Conveyance (Domestic) 3.07 2.15 1.89 3.83
Postage, Courier 0.45 1.78 2.89 4.42
Product development expenses ‐ 11.93 ‐ ‐
Postage, Courier (FMI) ‐ 0.01 0.01 0.03
Printing & Stationery 0.98 6.69 5.78 3.21
Repairs & maintenance 1.95 11.67 9.21 4.80
ROC Fee & Filing charges ‐ 11.19 ‐ 0.04
Discount Allowed ‐ 0.40 ‐ ‐
Office expenses ‐ 5.90 1.36 0.34
Society charges 1.74 12.38 5.45 5.26
Rounding off ‐ ‐ ‐ ‐
StampDuty 0.05 3.13 1.80 7.68
Prepayment charges 3.65 10.49 54.85 104.22
Convenyance Expenses ‐ 24.83 18.87 28.56
Brokerage & Commission 1.25 10.47 20.22 14.20
Legal & Consultancy charges 0.04 1.07 ‐ ‐
Loading and Unloading Expenses 0.07 10.31 8.03 11.65
Travelling Expenses(Foreign) ‐ 10.78 ‐ 0.80
Donation & Charity Expenses ‐ 0.27 0.25 0.21
Auditors Remuneration 0.88 3.50 0.35 0.30
Legal & Consultancy charges ‐ ‐ 0.60 ‐
Packing Expense ‐ ‐ 3.49 ‐
Loss on sale of fixed asset ‐ 0.70 ‐ ‐
Security Service 0.75 2.76 0.23 ‐
Total 101.70 241.45 260.39 295.11
950.70 3,197.40 330.19 375.52
Details of Payment to Auditors:
For Audit Fees 0.75 3.00 0.25 0.20
For Others (Including Tax Audit & GST Audit Fees) 0.13 0.50 0.10 0.10
Total 0.88 3.50 0.35 0.30
1 The figures disclosed above are based on the restated summary statement of Profit & Loss of the company .
2 The above statement sholud be read with the restated summary statement of assets & liabilities, restated statements of Profit & Loss, restated statements
of Cashflow statement, significant accounting policies & notes to restated summary statements as appearing in annexures 1,2,3 & 4 respectively.

252
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 28 : Restated Statement of Accounting and Other Ratios (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated
Sr.
Particulars As at As at As at Year Ended
no.
30th June, '25 31st March, '25 31st March, '24 31st March, '23

A Net worth, as restated (₹) 1,930.11 1,569.61 815.85 589.17

B Profit after tax, as restated (₹) 360.50 753.76 226.68 265.83

Weighted average number of equity shares

outstanding during the period/ year
C For Basic/Diluted earnings per share (Prior to 5,00,000.00 5,00,000.00 5,00,000.00 5,00,000.00
Bonus Issue)
D For Basic/Diluted earnings per share (Post Bonus 55,00,000.00 55,00,000.00 55,00,000.00 55,00,000.00
Issue)

Earnings per share

E Basic/Diluted earnings per share prior to bonus 72.10 150.75 45.34 53.17
issue (₹) (B/C)
F Adjusted Diluted earnings per share after bonus 6.55 13.70 4.12 4.83
issue (₹) (B/D)

G Return on Net Worth (%) (B/A*100) 18.68% 48.02% 27.78% 45.12%

H Number of shares outstanding at the end of the 5,00,000 5,00,000.00 5,00,000.00 5,00,000.00
period/ year
I Number of shares outstanding at the end of the 55,00,000 55,00,000.00 55,00,000.00 55,00,000.00
period/ year after Bonus Issue
J Net asset value per equity share of ₹ 10 386.02 313.92 163.17 117.83
each(A/H)
K Net asset value per equity share of ₹ 10 each 35.09 28.54 14.83 10.71
after Bonus Issue (A/I)
L Face value of equity shares (₹) 10.00 10.00 10.00 10.00
M Earning Before Interest , Taxes, Depreciation & 503.52 1,114.81 405.23 413.12
Amortization (EBITDA)

253
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Notes :‐
1) The ratios have been computed in the following manner :
a) Basic and Diluted earnings per share ( ₹) Restated Profit after tax attributable to equity shareholders
Weighted average number of equity shares outstanding during the
b) Return on net worth (%) = Restated Profit after tax
Restated Net worth as at period/ year end
c) Net asset value per share (₹) Restated Net Worth as at period/ year end
Total number of equity shares as at period/ year end
2) The figures disclosed above are based on the Restated Financial Information of the Company.
3) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the period/year adjusted for the number of
equity shares issued during the period/year multiplied by the time weightage factor. The time weightage factor is the number of days for which the
specific shares are outstanding as a proportion of total number of days during the period/year.
4) Net worth for the ratios represents sum of share capital and reserves and surplus (share premium and surplus in the Restated Summary Statement of
Profit and Loss).
5) The above statement should be read with the Statement of Notes to the Restated Financial Information of the Company in Annexure 4.
6) The Company has issued 7,297 equity shares of ₹10/‐ each at a premium of ₹1,520/‐ per share, aggregating to ₹1,11,64,410/‐ (Rupees One Crore
Eleven Lakh Sixty‐Four Thousand Four Hundred Ten only) through Private Placement as approved by the Board of Directors in its meeting held on 01st
July, 2025.
7) The Company has issued 50,72,970 equity shares of ₹10/‐ each as fully paid‐up Bonus Shares in the ratio of 10 (Ten) equity shares for every 1 (One)
equity share held, pursuant to the approval of the Board of Directors in its meeting held on 20th August, 2025.

8) For the purpose of calculation of Earnings Per Share (EPS) and Net Asset Value (NAV), the Company has considered 50,00,000 (Fifty Lakh) bonus equity
shares for restated purposes as at 30th June, 2025, 31st March 2025, 31st March 2024 and 31st March 2023 . As on that date, only 5,00,000 (Five Lakh)
equity shares were outstanding.

254
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 29: Statement of Tax Shelter (Amount in Lakhs)

Standalone Standalone Consolidated Consolidated
Particulars Year Ended Year Ended Year Ended Year Ended
30th June, '25 31st March, '25 31st March, '24 31st March, '23

Profit before tax, as restated Consolidated 435.18 909.81 273.59 320.69

Less: Subsidiary Company Profit/(Loss) NA NA (0.24) (0.10)
Profit before tax, as restated (A) 435.18 909.81 273.83 320.79
Tax rate (%) (B) 17.16% 17.16% 17.16% 17.16%
Tax expense at nominal rate [C = (A*B)] 74.68 156.12 46.99 55.05

Adjustments
Permanent differences
Disallowance of Expenses under Income tax Act, ‐ 0.27 0.25 0.21
1961
Total permanent differences (D) ‐ 0.27 0.25 0.21

Temporary differences
Depreciation difference as per books and as per 1.48 4.83 14.19 10.60
tax
Adjustment on account of Section 43B under ‐ ‐ ‐
Income tax Act, 1961
Adjustment on account of Section 28 to 44 DA 122.44 (0.24) 0.37 0.31
other Additions ‐ ‐ ‐
Lease expense ‐ ‐ ‐
Gratuity Expenses 0.98 2.36 2.23 1.20
Total timing differences (E) 124.90 6.95 16.79 12.11
Deduction under Chapter VI‐A (F)
Income Chargable under the Head "Business and 560.08 917.03 290.87 333.11
Profession"
Total Income 560.08 917.03 290.87 333.11
Income Taxable 84.01 137.55 43.63 49.97
Tax on Total income 84.01 137.55 43.63 49.97
Add: Surcharge @ 10% 8.40 13.76 4.36 5.00
Tax with Surcharge 92.41 151.31 47.99 54.96
Add: Cess @ 4% 3.70 6.05 1.92 2.20
Tax with Surcharge and Cess 96.11 157.36 49.91 57.16
Tax expenses (Normal Tax Liability) (derived) 96.11 157.36 49.91 57.16
Notes:
1. The above statement is in accordance with Accounting Standard ‐ 22, "Accounting for Taxes on Income" prescribed under Section 133 of the Act,
read with Rule 7 of Companies (Accounts) Rules, 2014 (as amended).
2. The permanent/timing differences for the years 31 March 2023 and 2024 have been computed based on the Income‐tax returns filed for the
respective years after giving adjustments to restatements, if any.
3. Figures for the Period ended 31st March, 2025 and 30th June 2025 have been derived from the provisional computation of total income prepared
by the Company in line with the final return of income will be filed for the assessment year 2025‐2026 and and are subject to any change that may be
considered at the time of filing return of income for the assessment year 2025‐2026 and assessment year 2026‐2027 .
4. Statutory tax rate includes applicable surcharge, education cess and higher education cess of the year concerned.
5. The above statement should be read with the Statement of Notes to the Financial Information of the Company.

255
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra,
India‐400072.

Annexure 30 : Restated Statement of Capitalisation

(Amount in Lakhs)
Particulars Pre Issue Post Issue

Borrowings
Short‐ term (including current maturities) 1,861.36 [‐]
Long‐ term (A) 614.20 [‐]
Total Borrowings (B) 2,475.56 [‐]

Shareholders' funds
Share capital 50.00 [‐]
Reserves and surplus 1,880.11 [‐]
Total Shareholders' funds (C) 1,930.11 [‐]

Long‐ term borrowings/ equity* {(A)/(C)} 0.32 [‐]

Total borrowings / equity* {(B)/(C)} 1.28 [‐]

* equity= total shareholders' funds

Notes:
1 Short‐term borrowings implies borrowings repayable within 12 months from the Balance Sheet date. Long‐
term borrowings are debts other than short‐term borrowings and also includes the current maturities of
long‐term borrowings (included in Short term borrowing).
2 The above ratios have been computed on the basis of the Restated Summary Statement of Assets and
Liabilities of the Company.
3 The above statement should be read with the Statement of Notes to the Restated Financial Information of
the Company

256
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 31 : Related Party Transactions

Disclosure of transactions with Related Parties, as required by AS 18 “Related Party Disclosures” has been set out below. Related parties as defined under AS
18 have been identified on the basis of representations made by the management and information available with the Company.
Details of related party transactions during the Period ended 31st December 2024 and Year ended 31st March 2024, 31st March 2023 and 31st March 2022
and balances outstanding as at 31st December 2024, 31st March 2024, 31st March 2023 and 31st March 2022.

Relationship List of Related Parties

Priti Agrawal (Cessation from director 25th april,
2025)
Anoop Kumar Agrawal (CFO W.e.f. 26th April
2025)
Pankaj B Agrawal (W.e.f. 27th April, 2023)
Director/ Promotors/K.M.P.
Neha Yogesh Khemka (W.e.f 07th June, 2025)
Vikas Tekriwal (W.e.f. 25th April, 2025)
Kruti Shah (Company Secretary W.e.f 1st July,
2025)
Shivkumar Mittal (W.e.f. 25th April, 2025)
Fractal Metal Industries LLP
Sociohub Private Limited
Sociocred Private Limited
Beyondedge International Private Limited
Dancefit Global Private Limited
Stuho Community Private Limited
Glamsham Network Private Limited
Promoter Group
Dadijee Sales Private Limited
SPD Snacks Industries LLP
Riddhi Siddhi Enterprises
Fractal Fashion
Swastik Sales Corporation
Pankaj B Agrawal & Sons HUF
Bhagya Laxmi International
Fractal Sparkon Engineer Pvt Ltd ("Holding
Subsidiary Company Subsidiary relation Cessation w.e.f 20th
September 2024")

Related Party Transactions

Period ended 30th Year Ended Year Ended Year Ended
Particulars
June, '25 31st March, '25 31st March, '24 31st March, '23
Remuneration
Pankaj B Agarwal 9.00 36.00 14.00 ‐
Priti Agarwal 3.00 1.00 20.00 24.00
Anoop Kumar Agrawal ‐ 5.73 ‐ ‐

Salary
Anoop Kumar Agrawal 1.49 ‐ ‐ ‐

257
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Rent expenses
Pankaj Agarwal & Sons HUF 6.88 8.64 17.28 17.28
Priti Agarwal ‐ Rent 0.90 3.24 2.84 3.78

Sales
Fractal Fashion (Pankaj Agrawal) ‐ ‐ 2,525.53 1,587.72

Purchases
Fractal Fashion (Pankaj Agrawal) ‐ ‐ 27.24 ‐

Investment in shares
Fractal Sparkon Engineer Pvt Ltd ‐ ‐ ‐ 0.51

Investment in shares written back

Fractal Sparkon Engineer Pvt Ltd ‐ ‐ 0.51 ‐

Unsecured Loan Taken

Pankaj B Agarwal 50.00 19.98 897.00 175.00
Priti Agarwal ‐ ‐ 599.95 120.00
Anoop Agrawal ‐ 4.00 ‐ ‐
Pankaj Agarwal & Sons HUF ‐ 17.30 ‐ ‐
Socio hub Pvt Ltd 42.75 46.00 ‐ ‐

Unsecured Loan Repaid

Pankaj B Agarwal 3.51 380.60 491.30 18.67
Priti Agarwal ‐ 2.05 305.00 209.22
Anoop Agrawal ‐ 4.00 ‐ ‐
Pankaj Agarwal & Sons HUF ‐ 17.30 ‐ ‐
Socio hub Pvt Ltd ‐ 46.00 ‐ ‐

Loan and Advances Given

Socio hub Pvt Ltd ‐ ‐ 4.00 5.00

Loan and Advances Received Back

Socio hub Pvt Ltd ‐ ‐ 4.00 5.00

Reimbursement Given/(Taken)
Pankaj B Agarwal ‐ 0.03 ‐ 3.03
Anoop Agrawal 0.41 ‐ 0.79 (0.48)
Priti Agrawal ‐ 0.03 ‐ ‐
Fractal Fashion (Pankaj Agrawal) ‐ 0.11 3.54 2.11

258
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.
Related Party Balances
Period ended 30th Year Ended Year Ended Year Ended
Particulars
June, '25 31st March, '25 31st March, '24 31st March, '23
Trade Recievables
Fractal Fashion (Pankaj Agrawal) 311.28 1,108.52

Investment in subsidiary
Fractal Sparkon Engineer Pvt Ltd 0.51

Reimbursement Payable/(Receivables)
Anoop Agrawal 0.41 (0.48)

Rent Outstanding
Priti Agarwal ‐ Rent 0.30 ‐

Remuneration Payable
Pankaj B Agarwal 9.00 36.00 14.00 19.69
Priti Agarwal 3.00 1.00 20.00 24.00
Anoop Kumar Agrawal ‐ 5.73 ‐ ‐

Salary Payable
Anoop Kumar Agrawal 1.49 ‐ ‐ ‐

Unsecured Loan
Pankaj B Agarwal 250.96 204.47 565.09 159.39
Priti Agarwal 320.49 320.49 322.54 27.59
Socio hub Pvt Ltd 42.75 ‐ ‐ ‐

259
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 32 : Additional Notes

A) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are
duly executed in favour of the lessee) are held in the name of the Company.
B) The Company has investment properties which are as below..

Name of property Value (Cost) Registered address

Commercial Property (Roop Ind. Unit 271.98 unit 2.3, 2nd Floor, Roop industrial pre,ises Co‐operative
Society Limited, Andheri‐Kurla Road, opposite SakiNaka
No 2.3) Telephone Exchange, Mumbai‐400072
Commercial Property (Roop Ind. Unit 53.96 unit 2.1, 2nd Floor, Roop industrial pre,ises Co‐operative

Society Limited, Andheri‐Kurla Road, opposite SakiNaka

No 2.1) Telephone Exchange, Mumbai‐400072

Commercial Property (Roop Ind. Unit 202.03 unit 2.1A, 2nd Floor, Roop industrial pre,ises Co‐operative
Society Limited, Andheri‐Kurla Road, opposite SakiNaka
No 2.1‐A) Telephone Exchange, Mumbai‐400072
Commercial Property (Roop Ind. Unit 202.42 unit 2.5, 2nd Floor, Roop industrial pre,ises Co‐operative
Society Limited, Andheri‐Kurla Road, opposite SakiNaka
No 2.5) Telephone Exchange, Mumbai‐400072
Samitha Complex Unit No 104 87.46 GALA No 104, 1st Floor Adarsh Samhita Premises Co‐op

Society Ltd, Andheri Kurla Road, Saki Naka Mumbai‐400072

Residential Property 184.23 8th Floor B wing, "TARA" Srishti Complex, TARA Co‐op Housing

Society , Saki Vihar Road, Powai, Mumbai‐400072

C) The Company has not revalued its Property, Plant and Equipment and Intangible assets.

D)There are no loans or advances in the nature of loans are granted to Promoters, Directors, KMPs and their related parties (as
defined under Companies Act, 2013), either severally or jointly with any other person, that are outstanding as on 30th June 2025,
31st March,2025, 31st March,2024 and 31st March 2023:
E) The company is not declared willful defaulter by any bank or financial institution or other lender.

F) The company has not undertaken any transactions with companies struck off under section 248 of the Companies Act, 2013 or
section 560 of Companies Act, 1956.
G) No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies
Act, 2013.

260
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.
H) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or
kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether
recorded in writing or otherwise) that the Intermediary shall directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever (Ultimate Beneficiaries) by or on behalf of the company or provide any guarantee, security or
the like to or on behalf of the Ultimate Beneficiaries.
J) The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the company shall directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever (Ultimate Beneficiaries) by or on behalf of the Funding Party or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.
K) No transactions has been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act,
1961. There are no such previously unrecorded income or related assets.
L) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

M) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for
holding any Benami property.

261
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

N)As per provisions of section 135 of the Companies Act, 2013, the Company has to incur at least 2% of average net profits of

the preceding three financial years towards the Corporate Social Responsibility ("CSR"). Accordingly, a CSR committee has

been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. Details are as under:
As at As at As at As at
Particulars
30th June, '25* 31st March, '25 31st March, '24 31st March, '23
Details of CSR Expenditure:
Amount required to be spent as per section 10.03 NA NA NA
Amount approved by the Board to be spent NA NA NA
Amount spent during the year on :
Nature of CSR Activities:
Contribute to P.M. Care Fund. ‐ ‐ ‐
Tree Plantation & Awareness Program.
Total ‐ ‐ ‐ ‐
Shortfall at the end of Year NIL NIL NIL
Total of Previous Years Shortfall NIL NIL NIL
Reason for Shortfall N.A. N.A. N.A.
Excess Paid NA NA NA
CSR Movement During the Year:
Opening CSR ‐ ‐ ‐ ‐
Additions during the Year 10.03 NA NA NA
Utilised during the Year ‐ ‐ ‐
Closing CSR 10.03 NA NA NA
*The Company is in the process of incurring the CSR expenditure for the financial year 2025–26, and the last date for incurring such expenditure is 31st
March 2026

O) the Company has been sanctioned working capital limits from banks on the basis of security of current assets. The quarterly returns
or statements of current assets filed by the Company with such banks are generally in agreement with the books of account of the
Company.
P) The Company has not undertaken any transactions with Companies Struck Off Under Section 248 of the companies act, 2013 or
section 560 of companies act, 1956.
Q) No Charges or satisfaction of charges are yet to be registered with registrar of companies beyond the statutory period as on 30 June
2025.
R) The Company has complied with the number of layers prescribed Under Clause (87) of Section 2 of the act read with Companies
(Restriction on Number of Layers) Rules, 2017.

262
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Annexure 33: Restated Statement of Ratios (Amount in Lakhs)

Standalone Standalone Standalone Consolidated
Sr
Particulars Period Ended Year Ended Year Ended Year Ended % Change % Change
No.
30th June, '25 31st March, '25 31st March, '24 31st March, '23
1 2 3 (1‐2)/(2) (2‐3)/(3)
1 Current Ratio (in times)
Current Assets 4,321.00 3,999.36 3,111.33 3,461.10
Current Liabilites 2,924.38 2,661.57 2,430.87 3,126.12
Current Ratio 1.48 1.50 1.28 1.11 17.40% 15.60%

2 Debt‐Equity Ratio (in times)

Total Debts 2,475.56 2,760.93 2,188.04 1,404.92
Share Holder's Equity + RS 1,930.11 1,569.61 815.85 589.17
Debt‐Equity Ratio 1.28 1.76 2.68 2.38 ‐34.41% 12.47%

3 Debt Service Coverage Ratio (in times)

Earning available for debt service 448.83 975.97 308.56 352.18
Interest + Installment 19,00,077.14 64,69,021.85 ‐ ‐
Debt Service Coverage Ratio 0.00 0.00 NA NA NA NA

4 Return on Equity Ratio (in %)

Net Profit After Tax 360.50 753.76 226.68 265.83
Share Holder's Equity 1,749.86 1,192.73 702.51 456.91
Return on Equity Ratio 20.60% 63.20% 32.27% 58.18% 95.85% ‐44.54%

5 Inventory Turnover Ratio (in times)

Cost of Goods Sold 1,770.89 7,076.74 4,233.55 8,094.68
Average Inventory 2,757.25 2,415.50 1,634.50 945.55
Inventory turnover ratio 0.64 2.93 2.59 8.56 13.11% ‐69.74%

6 Trade Receivables Turnover Ratio (in times)

Net Credit Sales 2,415.49 8,544.87 4,994.40 8,891.11
Average Receivable 683.78 660.03 964.32 1,165.92
Trade Receivables Turnover Ratio 3.53 12.95 5.18 7.63 149.97% ‐32.08%

7 Trade Payables Turnover Ratio (In Times)

Credit Purchase 1,070.57 4,409.87 5,308.92 8,246.99
Average Payable 844.36 950.53 1,635.87 1,493.64
Trade Payables Turnover Ratio 1.27 4.64 3.25 5.52 42.96% ‐41.22%

8 Net Capital Turnover Ratio (In Times)

Revenue from Operations 2,415.49 8,544.87 4,994.40 8,891.11
Net Working Capital 1,396.62 1,337.79 680.46 334.98
Net capital turnover ratio 1.73 6.39 7.34 26.54 ‐12.98% ‐72.35%

9 Net Profit ratio (in %)

Net Profit 360.50 753.76 226.68 265.83
Sales 2,415.49 8,544.87 4,994.40 8,891.11
Net Profit ratio 14.92% 8.82% 4.54% 2.99% 94.36% 51.80%

10 Return on Capital employed (in %)

Earning Before Interest and Taxes 497.01 1,085.50 370.26 381.73
Capital Employed 4,405.67 4,330.54 3,003.89 1,994.09
Return on Capital employed 11.28% 25.07% 12.33% 19.14% 103.36% ‐35.61%

11 Return on Investment (in %)

Net Income
Total Cost
Return on Investment NA NA NA NA NA NA

263
Fractal Industries Limited (Formerly Known as Fractal Industries Private Limited)
CIN NO. U14101MH2020PLC335773
GALA 212, Bhullar star Indl. Estate, Andheri‐Kurla Rd, Andheri east, Mumbai city, Mumbai, Maharashtra, India‐400072.

Note:
The reason that the ratios are not disclosed for comparison between FY 2024‐25 and up to 30th June, 2025 is due to the fact that the data for the previous year
is presented on a year‐on‐year basis, whereas the current period data pertains to a three‐month period. This discrepancy in the time frames makes it challenging
to provide an accurate comparison of ratios.

* Reason for variance More than 25 %

1 Debt‐Equity Ratio (in times)
FY 2024‐25: Due to increase in borrowing compare to last year leads to increase from 2.68 to 1.76 times

2 Return on Equity Ratio (in %)

FY 2024‐25:Due to increase in net profit as compare to last year leads to increase return on equity ratio from 32.27% to 63.20%
FY 2023‐24: Profits not increased as compared to last years leads to this Return on equity ratios decreased from 58.18% to 32.27%

3 Inventory Turnover Ratio (in times)

FY 2023‐24: due to decrease in cost of goods sold reduced the Inventory Turnover Ratio from 8.56 times to 2.59 times

4 Trade Receivables Turnover Ratio (in times)

FY 2023‐24: A decline in sales during the year resulted in a decrease in the Trade Receivables Turnover Ratio from 7.63 times to 5.18 times.
FY 2024 25: The increase in sales during the year led to a higher Trade Receivables Turnover Ratio from 5.18 times to 12.95 times.

5 Trade Payables Turnover Ratio (In Times)

FY 2023‐24: A decline in Purchase during the year resulted in a decrease in the Trade Payables Turnover Ratio from 5.52 times to 3.25 times.
FY 2024‐25 : The increase in purchases during the year leads to a rise in the Trade Payables Turnover Ratio from 3.25 times to 4.64 times.

6 Net Capital Turnover Ratio (In Times)

FY 2023‐24: A decline in Sales during the year resulted in a decrease in the Net Capital Turnover ratio turnover ratio from 26.54 times to 7.34 times.

7 Net Profit ratio (in %)

FY 2023‐24: A decline in Cost of consumed during the year resulted in a decrease in the Net profit ratio turnover ratio from 4.54% to 2.99%
FY 2024‐25 : The increase in profit during the year leads to a rise in the net profit ratio from 4.54% to 8.82%

8 Return on Capital employed (in %)

FY 2023‐24: During the year, the Company raised additional borrowings, which leads to a decrease in the Return on Capital Employed ratio from 19.14 % to
12.33%.
FY 2024‐25 : The increase in profit during the year leads to a rise in the return on capital employed from 12.33% to 25.07%

For Keyur shah & Associates For & on behalf of Directors

Chartered Accountants Fractal Industries Limited
Firm Registration No.: 333288W

SD SD
Pankaj Agrawal Vikas Tekriwal
Managing Director Director
DIN: 01236376 DIN: 11002218

SD SD SD
Keyur Shah Anoop Agarwal Kruti Shah
Partner Chief Financial Offier Company Secretary
M. No.: 153774 PAN: ADNPA8342B M. No: 44592

Place : Ahmedabad Place : Mumbai

Date : 14th October, 2025 Date : 14th October, 2025
UDIN : 25153774BMIOUD7663

264
 OTHER FINANCIAL INFORMATION
The accounting ratio required under clause 11(II)(B) of Part A of Schedule VI of the SEBI ICDR Regulations, as derived
from the Restated Financial Statements, are as given below:
(₹ in Lakhs except % and ratio)
As at June As at March As at March As at March
Sr 30, 2025 31, 2025 31, 2024 31, 2023
Particulars
No
Standalone Standalone Consolidated Consolidated
A Net worth, as restated (₹) 1930.11 1569.61 815.85 589.17
B Profit after tax, as restated (₹) 360.50 753.76 226.68 265.83
Weighted average number of equity shares outstanding during the period/ year
For Basic/Diluted earnings per share
C 5,00,000 5,00,000 5,00,000 5,00,000
(Prior to Bonus Issue)

For Basic/Diluted earnings per share

D 55,00,000 55,00,000 55,00,000 55,00,000
(Post Bonus Issue)
Earnings per share
Basic/Diluted earnings per share prior to
E 72.10 150.75 45.34 53.17
bonus issue (₹) (B/C)

Adjusted Diluted earnings per share after

F 6.55 13.70 4.12 4.83
bonus issue (₹) (B/D)
G Return on Net Worth (%) (B/A*100) 18.68% 48.02% 27.78% 45.12%
Number of shares outstanding at the end
H 5,00,000 5,00,000 5,00,000 5,00,000
of the period/ year

Number of shares outstanding at the end

I 55,00,000 55,00,000 55,00,000 55,00,000
of the period/ year after Bonus Issue

Net asset value per equity share of ₹ 10

J 386.02 313.92 163.17 117.83
each(A/H)

Net asset value per equity share of ₹ 10

K 35.09 28.54 14.83 10.71
each after Bonus Issue (A/I)
L Face value of equity shares (₹) 10.00 10.00 10.00 10.00
Earnings Before Interest , Taxes,
M 501.57 1108.39 398.78 413.12
Depreciation & Amortization (EBITDA)

Notes:
1. The ratios have been computed in following manner:
a) Basic and Diluted earnings per share (₹) is calculated as Restated profit after tax attributable to equity shareholders
divided by Weighted average number of equity shares outstanding during the period/year.
b) Return on net worth (%) is calculated as Restated profit after tax divided by Restated net worth as at period/ year end.
c) Net asset value per share (₹) is calculated as Restated net worth as at period/year end divided by Total number of
equity shares as at period/ year end.
2. The figures disclosed above are based on the Restated Financial Information of the Company.
3. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the
period/year adjusted for the number of equity shares issued during the period/year multiplied by the time weightage
factor. The time weightage factor is the number of days for which the specific shares are outstanding as a proportion
of total number of days during the period/year.

265
4. Net worth for the ratios represents sum of share capital and reserves and surplus (share premium and surplus in the
Restated Summary Statement of Profit and Loss).
5. The above statement should be read with the Statement of Notes to the Restated Financial Information of the Company
in Annexure 4.
6. The Company has issued 7,297 equity shares of ₹10/- each at a premium of ₹1,520/- per share, aggregating to
₹1,11,64,410/- (Rupees One Crore Eleven Lakh Sixty-Four Thousand Four Hundred Ten only) through Private
Placement as approved by the Board of Directors in its meeting held on 01st July 2025.
7. The Company has issued 50,72,970 equity shares of ₹10/- each as fully paid Bonus Shares in the ratio of 10 (Ten)
equity shares for every 1 (One) equity share held, pursuant to the approval of the Board of Directors in its meeting
held on 20th August 2025.
8. For the purpose of calculation of Earnings Per Share (EPS) and Net Asset Value (NAV), the Company has considered
50,00,000 (Fifty Lakh) bonus equity shares for restated purposes as at 30th June 2025, 31st March 2025, 31st March
2024 and 31st March 2023. As on that date, only 5,00,000 (Five Lakh) equity shares were outstanding.

266
 STATEMENT OF FINANCIAL INDEBTEDNESS
Our company has availed borrowings in the ordinary course of business. Set forth below is a brief summary of our aggregate
outstanding borrowing as on June 30, 2025:
Nature of Borrowing Amount (₹ in Lakhs)
Secured Borrowing
• From Banks 1,861.36
• From Others -
Unsecured Borrowing
• From Banks -
• From Others 614.20
Total 2,475.56
A. Secured Borrowings

Amount Remaining
Date of Amount
Sr. Name of Nature of O/s as on Interest Tenure (In Tenure as
Sanction Purpose sanctioned
No the Lender Facility 30/06/2025 Rate Month) on
letter (₹ in lakhs)
(₹ in lakhs) 30/06/2025
16-04- Business Repayable
1. Axis Bank Cash Credit 1800.00 1520.05 9.00% 12
2025 Purpose on Demand
Repayable
in 60
DB loan Monthly
Deutsche 31-03- Business
2. against 425.00 341.31 9.05% instalments 46 months
Bank 2024 Purpose
commercial of ₹
Property 8,83,262
each
Total 1861.36
Primary Securities:
1. Hypothecation of stock, book – debts and other current assets of the company both present and future.
Collateral Securities:
1. Immovable property situated at Gala NO.212, admeasuring about 520 sq. ft. built up, 2nd floor, Star Industrial Estate,
Bhullar Co-op Soc Ltd. Behind Sakinaka telephone exchange, Andheri-Kurla road, Sakinaka, Andheri (East) Mumbai
- 400072 owned by Mrs. Priti Pankaj Agarwal.
2. Immovable property situated at Unit NO.102 (old unit noAO), admeasuring about 686 sq. ft. built up, 1st floor,
Building No. 17-AB, Adarsh Samhita Premises Co-op Soc Ltd., Samhita Industrail Complex, Behind Sakinaka
telephone exchange, Andheri-Kurla road, Sakinaka, Andheri (East) Mumbai - 400072 owned by Mr. Pankaj Agarwal
3. Residential Flat no. A-102, admeasuring about 810 sq. ft. built up, 1st floor, Twin Star CHSL, Srishti Complex, Opp.
L&TGate No.7, Saki Vihar Road, Powai Mumbai 400072 owned by Mr. Pankaj Agarwal
4. Immovable property situated at Flat NO.803, B-Wing, Tara CHS, Shristhi Complex, Saki Vihar Road, PowaL Mumbai-
400072, 900 sq. ft. carpet + Terrace 250 sq. ft. carpet owned by M/s. Fractal Industries Pvt Ltd.
5. Immovable property situated at Unit 104, Building No 17 AB, Adarsh Samhita Premises Cooperative Society Ltd,
Samhita Industrial Warehousing Complex, near Crescent Business Park, Off Andheri Kurio Road,Saki Naka, Andheri
East Mumbai 400072 Owned by M/s. Fractal Industries Pvt Ltd. (Property papers were held with us but not
mortgaged).
6. Immovable property situated at 2nd Floor, Gala No.2.1 & 2.1A, Roop Industrial Estate, Sakinaka telephone exchange,
Andheri-Kurla road, Sakinaka, Andheri (East) Mumbai - 400072 owned by Fractal Industries Pvt Ltd (New).
7. Unit No 2.3 & 2.5, 2nd Floor, Roop INDL Premises CHSL, Kurla Road. Andheri East, Mumbai 400072, Maharashtra.
Guarantee:
Entire Cash Credit facility is Secured by Personal Guarantees of the following persons:
1. Pankaj Agrawal

267
2. Priti Pankaj Agrawal
B. Unsecured Loans:
The company has also availed certain Unsecured Borrowings. Set forth below is a brief summary of Unsecured Borrowings
as on June 30, 2025.
Sr
Name of Lender Rate of Interest Amount (₹ in lakhs)
No
1 Pankaj Bishwanath Agrawal Nil 320.49
2 Priti Pankaj Agrawal Nil 250.96
3 Socio hub Private Limited Nil 42.75
Total 614.20
C. Borrowing Payable on Demand as a Percentage of total borrowing:
Sr
Particulars Amount (₹ in lakhs)
No
A Total Borrowing as on June 30, 2025 2475.56
B Borrowings Payable on Demand
1. Unsecured loan from directors and relatives 614.20
2. Cash Credit 1,520.05
C Total (1+2) 2,134.25
Percentage of borrowing payable on demand (C/A) 86.21%
^As certified by our Statutory and Peer Review Auditor, M/s Keyur Shah & Associates, Chartered Accountant, by way of
their certificate dated October 16, 2025.

268
 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS
You should read the following discussion and analysis of financial condition and results of operations together with our
financial statements included in this Draft Red Herring Prospectus. The following discussion relates to our Company and
is based on our restated financial statements. Our financial statements have been prepared in accordance with Indian
GAAP, the accounting standards and other applicable provisions of the Companies Act.
Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates,
expectations or prediction may be "Forward-looking statement" within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a
difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in
domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and
incidental factors.
BUSINESS OVERVIEW
Our Company was incorporated as “Fractal Industries Private Limited” as a private limited company under the provisions
of the Companies Act, 2013 vide Certificate of Incorporation dated January 9, 2020, issued by Assistant Registrar of
Companies, Central Registration Centre. Further, our Company was converted from a private limited company to public
limited company pursuant to special resolution passed in the Extra-Ordinary General Meeting of our Company dated
February 24, 2025 and consequently, the name of our Company was changed from “Fractal Industries Private Limited” to
“Fractal Industries Limited” and a fresh certificate of incorporation dated March 13, 2025 was issued to our Company by
the Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies, Central Processing Centre.
The Corporate Identification Number of our Company is U14101MH2020PLC335773.
Our Company was incorporated by Mr. Pankaj Bishwanath Agrawal and Mrs. Priti Pankaj Agrawal, being subscriber to
Memorandum of Association. Currently, Mr. Pankaj Bishwanath Agrawal and Mrs. Priti Pankaj Agrawal are the promoters
of our Company since its inception.
Our Company is engaged in the business of designing, sourcing and manufacturing of garments and providing end-to-end
warehousing and supply chain services to e-commerce platforms. Having Pan India presence, Fractal Industries is a full
service garment manufacturing and technology-driven supply chain management company focused on fast moving, high
quality apparel for e-commerce marketplaces (Myntra, Ajio and similar platforms). We integrate agile design-to-delivery
manufacturing, scalable production capabilities, rigorous quality control, and data-driven supply chain management to help
brands and private labels accelerate speed-to-market, improve margins, and enhance customer satisfaction. We also provide
integrated supply chain and fulfillment solutions that enable apparel brands, partners, and marketplaces to optimize and
streamline their e-commerce operations. Initially, our Company started manufacturing garments for Myntra. Gradually,
year on year basis, company started manufacturing for other marketplaces as well. With a monthly manufacturing capacity
of more than 3,00,000 garment units our Company has built a robust supply chain capable of handling multiple daily orders
and shipments across multiple marketplaces. Our Manufacturing unit is located at Mumbai with warehouses located in
Gujarat, Maharashtra, Haryana, West Bengal and Karnataka. Our Company also offers a wide array of value added services
to enhance e-commerce operations including Product Management System, Data Analytics, Integrated Logistics
Management, Order Management System, Inventory and Returns Management, Order Anomaly Detection, Multi Channel
Sales Enablement.
We attribute our growth in this industry under the able leadership and guidance of Mr. Pankaj Bishwanath Agrawal
(Promoter, Chairman and Managing Director), Mrs. Priti Pankaj Agrawal (Promoter), and a dedicated qualified team of
professionals of the Company. Mr. Pankaj Bishwanath Agrawal has an overall entrepreneurial experience of more than 22
years in the Supply Chain Management and Apparel Manufacturing Industry. Mr. Pankaj Bishwanath Agrawal has played
a key role in formulating policies, procedures and devising organizational development plans. His leadership skills,
business understanding, expertise and significant experience are instrumental for the growth of our business. His vision
has helped the Company to identify opportunities well in time. Currently he overlooks production, accounts and marketing
department of the Company. Mrs. Priti Pankaj Agrawal overlooks after the human resource and administration department
in the Company and has over 22 years of experience in the Supply Chain Management and Apparel Manufacturing Industry.
For further details of our promoters and our management, please see chapters titled “Our Promoters and Promoters’
Group” and “Our Management” on page no. 209 and 193 of this Prospectus.

269
FINANCIAL KPIs OF THE COMPANY:
(Amount in Lakhs, except EPS, % and ratios)
Fractal Industries Limited
For the
For the For the year For the year
Period
year ended ended ended
ended
Particulars March 31, March 31, March 31,
June 30,
2025 2024 2023
2025
Standalone Standalone Consolidated Consolidated
Revenue from Operations (1) 2,415.49 8,544.87 4,994.40 8,891.11
Growth in Revenue from Operations (%) - 71.09% (43.83%) (4.20%)
Total Income 2,417.44 8,551.29 5,000.85 8,891.11
EBITDA (2) 503.52 1,114.81 405.23 413.12
EBITDA Margin (%) (3) 20.83% 13.04% 8.10% 4.65%
Net Profit for the Year/Period (4) 360.50 753.76 226.68 265.83
PAT Margin (%) (5) 14.92% 8.82% 4.54% 2.99%
Return on Equity (%) (6) 20.60% 63.20% 32.27% 58.18%
Return on Capital Employed (%) (7) 11.28% 25.07% 12.33% 19.14%
Debt-Equity ratio (8) 1.28 1.76 2.68 2.38
* Notes
1. Revenue from Operations: This represents the income generated by the Company from its core operating operation.
This gives information regarding the scale of operations. Other Income is the income generated by the Company from its
non core operations.
2. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by
obtaining the profit before tax for the year and adding back interest cost, depreciation, and amortization expense.
3. EBITDA margin is calculated as EBITDA as a percentage of Total Income.
4. Profit for the year represents the restated profits of the Company after deducting all expenses.
5. PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue from Operations.
6. Return on Equity is calculated as Profit after tax, as restated, attributable to the owners of the Company for the year
divided by average equity. Average equity is calculated as average of opening and closing balance of total equity
(Shareholders’ funds) for the year.
7. Return on capital employed calculated as Earnings before interest (excluding lease liabilities and other borrowing cost)
and taxes divided by capital employed as at the end of respective year. (Capital employed calculated as the aggregate
value of tangible net worth, total debt and deferred tax liability)
8. Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term
borrowings. Total equity is the sum of share capital and reserves & surplus.
FACTORS AFFECTING OUR RESULT OF OPERATIONS
Except as otherwise stated in this Draft Red Herring Prospectus and the Risk Factors given in the Draft Red Herring
Prospectus, the following important factors could cause actual results to differ materially from the expectations
include, among others:
1. General economic and business conditions in the markets in which we operate and in the local, regional, national,
and international economies;
2. Any change in government policies resulting in increases in taxes payable by us;
3. Increased competition in the industry in which we operate;
4. Changes in laws and regulations that apply to the industries in which we operate;

270
 5. Company’s ability to successfully implement its growth strategy and expansion plans;
6. Ability to keep pace with rapid changes in technology;
7. Ability to maintain relationships with vendor
8. Inability to successfully obtain registrations in a timely manner or at all;
9. General economic, political, and other risks that are out of our control;
10. Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
11. Any adverse outcome in the legal proceedings in which we are involved;
12. The performance of the financial markets in India and globally
13. Increase in price of raw materials and fuel cost
14. Adverse weather and climatic conditions in the region where we operate
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
1. BASIS OF PREPARATION
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles (GAAP)
in India under the historical cost convention on accrual basis. GAAP comprises mandatory Accounting Standards as
prescribed under section 133 of Companies Act, 2013 ('the Act') read with rule 7 of Companies (Accounts Rules), 2014,
the provisions of the Act (to the extent notified). Accounting policies have been consistently applied except were newly
issued Accounting Standard is initially adopted or a revision of an existing Accounting Standard requires change in
accounting policy thereto in use.
2. USE OF ESTIMATES
The preparation of the financial statements is in conformity with Indian GAAP (Generally Accepted Accounting Principles)
which requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent liabilities as on the date of the financial statements. The estimates and assumptions made and
applied in preparing the financial statements are based upon management's best knowledge of current events and actions
as on the date of financial statements. However, due to uncertainties attached to the assumptions and estimates made actual
results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and
future periods.
3. REVENUE RECOGNITION:
(i) Revenue is recognised only when risks and rewards incidental to ownership are transferred to the customer, it
can be reliably measured and it is reasonable to expect ultimate collection. Revenue from operations includes
sales of services.
(ii) Interest is recognised on a time proportion basis taking into account the amount outstanding and the rate
applicable. Interest income is included under the head ‘Other income’ in the statement of profit and loss.
4. INVESTMENTS
Investments are either classified as current or non-current based on management's intention at the time of purchase. Current
investments are valued at the lower of cost or fair value. Non- current Investments are carried at cost less provision recorded
to recognise any decline other than temporary in carrying value of each investment.
Investment property: An Investment in Land or Building, which is not intended to be occupied substantially for used by,
or in operations of, the company, is classified as Investment Property. Investment Properties are stated at cost less
diminution in value (other than temporary). The cost comprises purchase price, borrowing costs if capitalization criteria
are met and directly attributable cost of bringing investment property to its working condition for the intended use. On
disposal of investment, the difference between its carrying amount and net disposal proceeds is charged / credited to the
statement of profit and loss.
5. PROPERTY, PLANT AND EQUIPMENT
(i) Property, Plant and Equipment assets are stated at cost of acquisition or construction including expenses incidental
to acquisition and its installation. The cost comprises the basic purchase price including import duties and other
nonrefundable taxes and directly attributable costs of bringing the asset to its working condition for its intended
use.

271
 (ii) Any trade discounts and rebates are deducted in arriving at the purchase price.
(iii) Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the
future benefits from the existing asset beyond its previously assessed standard of performance.
(iv) All other expenses on existing fixed assets, including day today repair and maintenance expenditure and cost of
replacing parts, are charged to the statement of profit and loss for the period during which such expenses are
incurred.
(v) Gains or losses arising from disposal of fixed assets are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset
is disposed.
6. DEPRECIATION AND AMORTISATION
Depreciation is calculated using the Written down value method over their estimated useful lives. The estimates of useful
lives of Property Plant and Equipment’s are as follows:
Class of Assets Useful Life as per Company
Office equipment 5 Years
Furniture and Fixtures 3 years
Motor Car 8 years
Plant and Machinery 15 years
Mobile Handset 5 years
Computers 3 years
Depreciation on addition/deletion of fixed assets made during the year is provided on pro-rata basis from/up to the date of
such addition/deletion as the case may be
Intangible assets are amortized on a written down basis over the period of expected future economic benefits i.e. over their
estimated useful lives.
7. INVENTORIES:
Inventories are valued at the lower of cost (on FIFO) and net realisable value after providing for obsolescence and other
losses, where considered necessary. Cost of inventories includes all charges in bringing the goods to the point of sale,
including all taxes and other levies, transit insurance and receiving charges. Work in progress and Finished goods include
appropriate proportion of overheads and, where applicable, excise duty.
8. IMPAIRMENT OF ASSETS:
At each balance sheet date, the management reviews the carrying amounts of its assets included in each cash generating
unit to determine whether there is any indication that those assets were impaired. If any such indication exists, the
recoverable amount of the assets is estimated in order to determine the extent of impairment loss. Recoverable amount is
the higher of an asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows expected
from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax discount rate
that reflects the current market assessments of time value of money and risks specific to the asset.
Impairment losses of continuing operations are recognised in the statement of profit and loss
9. RETIREMENTBENEFITS:
Defined Contribution Plans:
The Company contributes on a defined contribution basis to Employees’ Provident Fund towards post employment
benefits, all of which are administered by the respective Government authorities, and it has no further obligation beyond
making its contribution, which is expensed in the period to which it pertains.
Defined Benefit Plans:
The Company administers the gratuity scheme being unfunded liability. The liability for the defined benefit plan of Gratuity
is determined on the basis of actuarial valuation at the year end, which is calculated using projected unit credit method.
10. BORROWING COST
Borrowing costs that are directly attributable to the acquisition/ construction of qualifying PPE are capitalized as a part of

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the cost of the respective asset up to the date when such assets are ready for their intended use and borrowing costs other
than these costs are charged to Profit and Loss Account.
11. EARNINGS PER SHARE:
The earnings in ascertaining the Company's EPS comprises the net profit after tax attributable to equity shareholders and
includes the post tax effect of any extraordinary items. The number of shares used in computing basic EPS is the weighted
average number of shares outstanding during the year.
Diluted earnings per share is computed by dividing the profit/(loss) after tax attributable to Equity Shareholders (including
the post tax effect of extra ordinary items, if any) as adjusted for dividend, interest and other charges to expense or income
relating to the dilutive potential equity shares, by the weighted average number of equity shares which could have been
issued on conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their
conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive
equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date.
Dilutive potential equity shares are determined independently for each period.
12. TAXATION:
Tax expense for the year comprising current tax & deferred tax are considered in determining the net profit for the year.
Provision is made for current tax and based on tax liability computed in accordance with relevant tax laws applicable to
the Company. Provision is made for deferred tax for all timing difference arising between taxable incomes & accounting
income at currently enacted or substantively enacted tax rates, as the case may be. Deferred tax assets (other than in
situation of unabsorbed depreciation and carry forward losses) are recognized only if there is reasonable certainty that they
will be realized and are reviewed for the appropriateness of their respective carrying values at each Balance Sheet date.
Deferred tax assets, in situation of unabsorbed depreciation and carry forward losses under tax laws are recognised only to
the extent that where is virtual certainty supported by convincing evidence that sufficient future taxable income will be
available against which such deferred tax assets can be recognised. Deferred Tax Assets and Deferred Tax Liability are
been offset wherever the Company has a legally enforceable right to set off current tax assets against current tax liability
and where the Deferred Tax Asset and Deferred Tax Liability relate to Income taxes is levied by the same taxation authority.
13. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS:
(i) Provisions
A provisions is recognized when the Company has a present obligation as a result of past event, if 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 obligation.
(ii) Contingent Liability.
Contingent Liabilities are disclosed when there is a possible obligation arising from past events, the existence of which
will be confirmed only on the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Company or a present obligation that arises from past events where it is either not probable that an outflow
of resources will be required to settle or a reliable estimate of the amount cannot be made.
(iii) Contingent Assets
The Company does not recognize a contingent liability but discloses its existence in the financial statements.
14. CASH FLOW STATEMENT
Cash flows are reported using indirect method, whereby profit before tax is adjusted for the effects of transactions of a
non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or
expenses associated with investing or financial cash flows. The cash flows from operating, investing and financing
activities of the Company is segregated.
15. CASH & CASH EQUIVALENT
Cash & cash equivalents comprise cash and cash on deposit with banks and corporations. The company considers all highly
liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible
to known amount of cash to be cash equivalents
16. CURRENT AND NON-CURENT CLASSSIFICATION OF ASSETS/ LIABILITIES
The Company has classified all its Assets/Liabilities into Current/Non-current portion based on the time frame of 12 months
from the date of financial statements. Accordingly, Assets/Liabilities expected to be realised/settled within 12 months from

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the date of financial statements are classified as Current and other Assets/Liabilities are classified as Non-Current.
17. FOREIGN CURRENCY TRANSACTION:
The transactions in foreign currencies are converted into Indian Rupees at the rates of exchange prevailing on the date of
transactions.
The balances in Current Assets and Current Liabilities in foreign currencies at the date of Balance Sheet
have been converted into Indian Rupees at the rate of exchange prevalent on that date as per RBI reference rate. The
resultant net gain/loss arising out of such foreign exchange translations is taken to Profit and Loss Account except in respect
of such differences related to acquisition of PPE from a country outside India which are capitalized as a part of cost of
respective PPE.
In respect of transactions covered by Foreign Exchange Forward Contracts, the difference between the
forward rate and exchange rate at the inception of contract is recognised as income or expenses over the life of the contract.
18. OPERATING LEASE:
Leases are classified as operating leases where the lessor effectively retains substantially all the risks and benefits of the
whole ownership of the leased assets.
As Lessee: Lease payments are recognized as an expense in the statement of profit or loss on a straight-line basis.
As Lessor: Lease receipts are recognized as an income in the statement of profit or loss on a straight-line basis.
19. RELATED PARTY TRANSACTION:
Disclosure of transactions with Related Parties, as required by “Accounting Standard 18-Related Party Disclosure” has
been set out in the Notes on Financial Statements. Related Parties have been identified based on representations made by
key managerial personnel and information available with the company.

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RESULTS OF OUR OPERATIONS
Based on Financial Statements of Profit & Loss as Restated
(Amount ₹ in lakhs)
Standalone Consolidated

Particulars Year Ended

Period Ended ( % of total ( % of total Year Ended ( % of total Year Ended ( % of total
31st March,
30th June, '25 income) income) 31st March, '24 income) 31st March, '23 income)
'25

Revenue
Revenue from operations (Net) 2,415.49 99.92% 8,544.87 99.92% 4,994.40 99.87% 8,891.11 100.00%
Other income 1.95 0.08% 6.42 0.08% 6.45 0.13% -
Total Revenue 2,417.44 100.00% 8,551.29 100.00% 5,000.85 100.00% 8,891.11 100.00%
Expenses
Cost of Material Consumed 1,070.57 44.29% 4,409.87 51.57% 5,308.92 106.16% 8,246.99 92.76%
Changes in inventories of Finished Goods & WIP (148.68) (6.15%) (289.08) (3.38%) (1,145.17) (22.90%) (232.72) (2.62%)
Employee Benefits Expense 41.33 1.71% 114.89 1.34% 101.68 2.03% 88.20 0.99%
Finance Costs 61.83 2.56% 179.09 2.09% 96.67 1.93% 61.04 0.69%
Depreciation and amortisation Expense 6.51 0.27% 29.31 0.34% 34.97 0.70% 31.39 0.35%
Other Expenses 950.70 39.33% 3,197.40 37.39% 330.19 6.60% 375.52 4.22%
Total Expenses 1,982.26 82.00% 7,641.48 89.36% 4,727.26 94.53% 8,570.42 96.39%
PROFIT BEFORE EXCEPTIONAL &
435.18 18.00% 909.81 10.64% 273.59 5.47% 320.69 3.61%
EXTRAORDINARY ITEMS & TAX
Exceptional/Prior Period Items - - - -
PROFIT BEFORE TAX 435.18 18.00% 909.81 10.64% 273.59 5.47% 320.69 3.61%
Tax Expense
Current tax 96.11 3.97% 157.36 1.83% 49.91 0.99% 57.16 0.64%
Deferred tax (credit)/charge (21.43) (0.89%) (1.31) (0.02%) (2.88) (0.06%) (2.25) (0.03%)
Excess Income tax Provision last year w/off -

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Total Tax Expenses 74.68 3.08% 156.05 1.81% 47.03 0.93% 54.91 0.62%
Profit for the period / year before Minority Interest 360.50 14.92% 753.76 8.82% 226.56 4.54% 265.78 2.99%
Add/(Less):Profit/(Loss) Transferred to Minority
(0.12) (0.00%) (0.05) (0.00%)
Interest
Profit for the period / year After Minority Interest 360.50 14.92% 753.76 8.82% 226.68 4.54% 265.83 2.99%

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276
Components of our Profit and Loss Account
Income
Our total income comprises of revenue from operations and other income.
Revenue from Operations
The Revenue from operations as a percentage of our total income was 99.92%, 99.92%, 99.87% and 100.00% for
the Period ended June 30, 2025 and Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023
respectively.
(Amount ₹ in Lakhs)
Standalone Consolidated
Particulars For the period For the year For the year For the year
ended 30 June ended 31 ended 31 March ended 31
2025 March 2025 2024 March 2023
Revenue from Sale of Products 2415.49 8,544.87 4,994.40 8,891.11

Total 2415.49 8,544.87 4,994.40 8,891.11

Other Income
Our other Income consists of Sale of Subsidiary, Discounts, Bad Debts Write Back and Rent Income.
Expenditure
Our total expenditure primarily consists of Cost of material consumed, Direct expenses, Employee benefit
expenses, finance costs, Depreciation and Other Expenses.
(Amount ₹ in Lakhs)
Standalone Consolidated
Particulars For the period For the year For the year For the year
ended 30 June ended 31 ended 31 ended 31
2025 March 2025 March 2024 March 2023
Cost of material consumed 1070.57 4,409.87 5,308.92 8,246.99
Changes in inventories of work-in-progress (148.68) (289.08) (1,145.17) (232.72)
Employee benefits expense 41.33 114.89 101.68 88.20
Finance costs 61.83 179.09 96.67 61.04
Depreciation and amortization expense 6.51 29.31 34.97 31.39
Other expenses 950.7 3,197.40 330.19 375.52
Total 1982.26 7,641.48 4,727.26 8,570.42

Cost of material consumed

Our cost of material consumed comprises of Purchases of materials.
Employee Benefit Expenses
Our employee benefits expense comprises of Salaries and wages, Staff Welfare, Director's Remuneration,
Contribution to Provident fund and other fund and Gratuity Expense.
Finance costs
Our Finance cost expenses comprise of Interest Expenses & other costs related to borrowings.
Other expenses –
A) Direct Expense:
Our direct expenses comprise of Commission expense, Freight expense, Logistics expense and other Service
Charges, , Testing Charges, Labour expense, and other expenses.

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B) Indirect Expenses:
Our other expenses primarily comprise of Auditor's remuneration, Advertisement and Business Promotion
Expenses, Electricity expense, Legal expense, Travelling & Conveyance, Rental expense, Repair and Maintenance
expense, Rates & Taxes, Professional and Consultancy Charges, Office Expenses, etc
(Amount ₹ in Lakhs)
Standalone Consolidated
Particulars For the For the year For the year For the year
periodended 30 ended 31 ended 31 March ended 31
June 2025 March 2025 2024 March 2023
DIRECT EXPENSE
Sampling expenses 0.55 0.85 0.96 2.80
Testing & Inspection charges 0.31 4.94 14.53 10.56
Transport, C&F charges 15.29 50.40 51.04 65.91
Transport Charges(Train) - 1.36 0.18 1.14
Commission Expenses 181.05 608.18 - -
Logistics & Contractual Services 607.29 2,167.16 0.38 -
Royalty & Technical Services 35.73 86.12 - -
Manpower Services 8.78 36.94 2.71 -
TOTAL (A) 849.00 2,955.95 69.80 80.41

INDIRECT EXPENSE
Professional Fees 28.67 31.63 7.81 7.25
Rental Expenses 12.7 47.32 66.56 54.72
Depository Charges 0.4 0.00 0.00 0.00
Fees & Subscriptions 0.09 0.14 0.72 0.84
Telephone expenses 0.05 0.12 0.13 0.64
Insurance 1.04 4.08 5.35 0.83
Business promotional Expenses 34.46 0.06 20.49 21.69
Electricity charges 3.35 9.77 5.87 3.09
Internet & Domain Charges 0.33 0.81 0.67 0.57
Late fees, Penalty & Interest Charges 0.02 0.69 2.08 1.17
Lodging and Fooding Expenses 0.36 2.92 3.28 3.33
Miscellaneous Expenses - 0.56 2.29 3.42
Bank Charges 5.27 0.95 2.94 8.01
Sundry Balance Written Off 0.08 - 6.92 -
Travelling & Conveyance (Domestic) 3.07 2.15 1.89 3.83
Postage, Courier 0.45 1.78 2.89 4.42
Product development expenses - 11.93 - -
Postage, Courier (FMI) - 0.01 0.01 0.03
Printing & Stationery 0.98 6.69 5.78 3.21
Repairs & maintenance 1.95 11.67 9.21 4.8
ROC Fee & Filing charges - 11.19 - 0.04
Discount Allowed - 0.4 - -

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 Office expenses - 5.9 1.36 0.34
Society charges 1.74 12.38 5.45 5.26
Stamp Duty 0.05 3.13 1.8 7.68
Prepayment charges 3.65 10.49 54.85 104.22
Conveyance Expenses - 24.83 18.87 28.56
Brokerage & Commission 1.25 10.47 20.22 14.2
Legal & Consultancy charges 0.04 1.07 0.6 -
Loading and Unloading Expenses 0.07 10.31 8.03 11.65
Travelling Expenses (Foreign) - 10.78 - 0.8
Donation & Charity Expenses - 0.27 0.25 0.21
Auditors Remuneration 0.88 3.5 0.35 0.3
Packing Expense - - 3.49 -
Loss on sale of fixed asset - 0.7 - -
Security Service 0.75 2.76 0.23 -
TOTAL (B) 101.70 241.46 260.39 295.11

TOTAL (A+B) 950.70 3197.40 330.19 375.52

Provision for Tax
The provision for current taxation is computed in accordance with relevant tax regulation. Deferred tax is
recognized on timing differences between the accounting and the taxable income for the year and quantified using
the tax rates and laws enacted or subsequently enacted as on balance sheet date. Deferred tax assets are recognized
and carried forward to the extent that there is a virtual certainly that sufficient future taxable income will be
available against which such deferred tax assets can be realized in future.
Period ended 30 June, 2025
Revenue from Operations
The Revenue from Operations of our company for the period ended 30 June 2025 was ₹ 2415.49 Lakhs.
Other Income
The other income of our company for the period ended 30 June 2025 was ₹ 1.95 Lakhs.
Total Income
The total income of the company for the period ended 30 June 2025 was ₹2417.44 Lakhs.
Expenditure
Cost of material consumed
For the period ended 30 June, 2025 the cost of material consumed was ₹ 1070.57 Lakhs.
Employee Benefit Expenses
For the period ended 30 June, 2025 the Employee Benefit Expenses was ₹ 41.33 Lakhs.
Finance Costs
For the period ended 30 June, 2025 the Finance cost was ₹ 61.83 Lakhs.
Other Expense-
A) Direct Expenses
For the period ended 30 June 2025 the Direct Expenses was ₹ 849.00 Lakhs.
B) Indirect Expenses

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For the period ended 30 June 2025 the Indirect Expenses was ₹ 101.70 Lakhs.
Profit before Tax
Our Company had reported a profit before tax for the period ended 30 June, 2025 of ₹ 435.18 Lakh.
Profit after Tax
Our company had reported a profit after tax for the period ended 30 June 2025 of ₹ 360.50 Lakhs.
Fiscal 2025 compared with Fiscal 2024
Revenue from Operations
The Revenue from Operations of our company for Fiscal year 2025 was ₹ 8,544.87 Lakhs against ₹ 4,994.40 Lakhs
for Fiscal year 2024. An increase of 71.09% in revenue from operations. This increase was due to the adoption of
PPMP model, strategic shift from B2B to B2C, which allows the company to access larger and diverse market.
Other Income
The other income of the Company for Fiscal 2025 was ₹6.42 lakhs as against ₹6.45 lakhs in Fiscal 2024, primarily
remaining consistent on a year-on-year basis with no significant variation. The other income mainly includes rent income,
discounts received, and reversal of lease reserve.
Total Income
The total income of the company for fiscal year 2025 was ₹ 8,551.29 Lakhs against ₹ 5,000.85 Lakhs of total income
for Fiscal year 2024 with an increase of 70.99% in total income. This increase was primarily due to adoption of PPMP
model, strategic shift from B2B to B2C, which allows the company to access larger and diverse market.
Expenditure
Cost of material consumed
In Fiscal 2025, cost of material consumed were ₹ 4,409.87 Lakhs against ₹5,308.92 Lakhs of Cost of material consumed
in fiscal 2024. A decrease of 16.93%.
Employee Benefit Expenses
In Fiscal 2025, the Company incurred employee benefit expenses of ₹ 114.89 Lakhs against ₹ 101.68 Lakhs expenses in
Fiscal 2024. An increase of 12.99%. This increase was due to hiring of qualified labours to improve the production process.
Finance Costs
The finance costs for the Fiscal 2025 were ₹ 179.09 Lakhs while it was ₹ 96.67 Lakhs for Fiscal 2024. An increase of
85.26%. This increase was due to addition in the borrowings during the FY 2025.
Other Expense-
A) Direct Expenses
The Company’s direct expenses increased sharply from ₹ 69.80 lakhs in Fiscal 2024 to ₹ 2,955.95 lakhs in Fiscal
2025, primarily due to the transition and subsequent scale-up of operations from Outright sale model to the Pure
Play Marketplace (PPMP) model with leading e-commerce platforms.
In Fiscal 2024, the Company initiated the shift from the outright sales model—where goods were sold directly to e-
commerce platforms or distributors.
Where in under PPMP model, under which the Company lists and sells its products directly to end customers
through marketplace platforms. Under this arrangement, the Company retains ownership of inventory and is
directly responsible for various selling and fulfilment-related costs that were earlier borne by distributors or
platforms.
As a result, several new expense categories emerged, particularly commission expenses and logistics & contractual
service charges, which are levied by e-commerce platforms towards order processing, warehousing, packaging, and
delivery services. During Fiscal 2025, commission expenses increased to ₹ 608.18 lakhs, while logistics and
contractual service charges rose significantly to ₹ 2,167.16 lakhs, as compared to negligible amounts in the previous
fiscal 2023.
The overall increase in direct expenses reflects the full-year impact of operations under the PPMP model and higher

280
sales volumes through marketplace channels. While this model entails higher variable costs due to platform-related
charges which was earlier borne by distributors or platforms under outright model.
B) Indirect Expenses
In Fiscal 2025, our indirect expenses were ₹ 241.45 Lakhs and ₹ 260.39 Lakhs in Fiscal 2024. A decrease of 7.27%.
This decrease was primarily on account of lower administrative and operational expenses.
Profit before Tax
Our Company had reported a profit before tax for the Fiscal 2025 of ₹ 909.81 Lakhs against profit before tax of ₹
273.59 Lakhs in Fiscal 2024. This improvement was mainly attributable to strong revenue growth resulting from
the adoption of PPMP model, strategic shift from B2B to B2C, which allows the company to access larger and
diverse market.
Profit after Tax
Profit after tax for the Fiscal 2025 were at ₹ 753.76 Lakhs against profit after tax of ₹ 226.68 Lakhs in fiscal 2024,
An Increase of 232.52%. This improvement was mainly attributable to strong revenue growth resulting from the
adoption of PPMP model, strategic shift from B2B to B2C, which allows the company to access larger and diverse
market.
Fiscal 2024 compared with fiscal 2023
Revenue from Operations
The Revenue from Operations of our company for fiscal year 2024 was ₹ 4,994.40 Lakhs against ₹ 8,891.11 Lakhs
for Fiscal year 2023. A decrease of 43.83% in revenue from operations. This decrease was due to adoption of PPMP
model, which involved transitioning from a B2B to a B2C approach. During this period, employees underwent short-
term training programs to adapt to the new model, temporarily impacting operational output. However, this
strategic shift laid the groundwork for long-term revenue growth, as evidenced by the significant improvement in
Fiscal Year 2025.
Other Income
The other income of our company for fiscal year 2024 was ₹ 6.45 Lakhs against Nil for Fiscal year 2023. This increase
was due to Discount received & write back of certain bad debts.
Total Income
The total income of the company for fiscal year 2024 was ₹ 5,000.85 Lakhs against ₹ 8,891.11 Lakhs of total income
for Fiscal year 2023 with an decrease of 43.75% in total income. This decrease was primarily due to decrease of sales
of goods.
Expenditure
Cost of material consumed
In Fiscal 2024, cost of material consumed were ₹5,308.92 Lakhs against ₹8,246.99 Lakhs of Cost of material consumed in
fiscal 2023. A decrease of 35.63%. This decrease was due to adoption of PPMP model, which involved transitioning from
a B2B to a B2C approach. During this period, employees underwent short-term training programs to adapt to the new
model, temporarily impacting operational output. However, this strategic shift laid the groundwork for long-term revenue
growth, as evidenced by the significant improvement in Fiscal Year 2025.
Employee Benefit Expenses
In Fiscal 2024, the Company incurred employee benefit expenses of ₹101.68 Lakhs against ₹88.20 Lakhs expenses in
fiscal 2023. A increase of 15.28%. This increase was due to measures taken by the management to introduce the
training programme for adaption of PPMP model.
Finance Costs
The finance costs for the Fiscal 2024 were ₹ 96.67 Lakhs while it was ₹ 61.04 Lakhs for Fiscal 2023. An increase of
58.37%. This increase was due to increase in borrowings and costs associated with it.
Other Expense-
A) Direct Expenses

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In Fiscal 2024, the Company incurred Direct expenses of ₹69.8 Lakhs against ₹80.41 Lakhs of Direct expenses in fiscal
2023. A decrease of 13.19%. This decrease was due to lower transportation charges.
B) Indirect Expenses
In fiscal 2024, our indirect expenses were ₹ 260.39 Lakhs and ₹ 295.11 Lakhs in fiscal 2023. A decrease of
11.77%.This reduction was mainly attributable to better cost control measures, optimization of administrative
overheads.
Profit before Tax
Our Company had reported a profit before tax for the Fiscal 2024 of ₹ 273.59 Lakhs against profit before tax of ₹
320.69 Lakhs in Fiscal 2023. A decrease of 14.69%. This decrease was primarily driven by lower revenue from
operations and lower gross margins. The company also faced higher rate of cost of material consumed.
Profit after Tax
Profit after tax for the Fiscal 2024 were at ₹ 226.68 Lakhs against profit after tax of ₹ 265.83 Lakhs in fiscal 2023,
An decrease of 14.73%. This decrease was primarily driven by lower revenue from operations and lower gross
margins. The company also faced higher rate of cost of material consumed.
Cash Flows
(Amount ₹ in lakhs)
Standalone Consolidated
For the
Particulars For the For the year For the year
year ended
period ended ended March ended March
March 31,
June 30, 2025 31, 2025 31, 2023
2024
Net Cash Flow from/ (used in) Operating Activities 343.74 (351.93) (1,001.43) 801.44
Net Cash Flow from/ (used in) Investing Activities (0.89) (43.18) (485.86) (288.30)
Net Cash Flow from/ (used in) Financing Activities (347.20) 393.48 686.45 293.48
Cash Flows from Operating Activities
1. For the period ending June 30, 2025, Net cash flow generated in operating activities was ₹ 343.74 Lakhs. This
comprises of the net profit before tax of ₹ 435.18 Lakhs, which was primarily adjusted for Depreciation and
Amortization expense of ₹ 6.51 Lakhs, Gratuity provision of ₹ 0.98 Lakhs and Finance cost of ₹ 61.83 Lakhs. The
resultant operating profit before working capital changes was ₹ 504.50 Lakhs, which was primarily adjusted for a
decrease in Trade Receivables of ₹ 65.69 Lakhs, and Short-Term Provision of ₹ 0.88 Lakhs. Additionally, there was
an increase in Trade Payables of ₹ 225.16 Lakhs, Inventory of ₹ 266.67 Lakh, Other Current asset of ₹ 22.24 Lakh,
Other Current Liabilities of ₹ 20.19 Lakh, Long Term Provision of ₹ 0.99 Lakh, Non-Current Asset of ₹ 0.10 Lakh
and Short-term loan and Advances of ₹ 102.77 Lakh.
Cash generated from operations was ₹ 423.87 Lakhs, which was reduced by Income tax paid of ₹ 80.13 Lakhs, resulting
into net cash flow used in operating activities of ₹ 343.74 Lakhs.
2. For the year ended March 31, 2025, Net cash flow used in operating activities was ₹ 351.93 Lakhs. This comprises of
the net profit before tax of ₹ 909.81 Lakhs, which was primarily adjusted for Depreciation and Amortization expense
of ₹ 29.31 Lakhs, Finance cost of ₹ 179.09 Lakhs, Gratuity provision of ₹ 2.36 Lakhs, Loss of ₹ 0.70 Lakhs
on Sale of Asset ₹ 8.74 Lakhs. The resultant operating profit before working capital changes was ₹ 1,121.27 Lakhs,
which was primarily adjusted for an increase in Trade Receivables of ₹ 113.19 Lakhs, Inventories of ₹ 416.83 Lakhs,
Other Non-Current Assets of ₹ 12.1 Lakhs, and Loans and Advances of ₹ 382.18 Lakhs, Long Term Provision of ₹
2.35 and Other Current Liabilities of ₹ 8.63 Lakhs. Additionally, there was an decrease in Other Current Assets of ₹
22.54 Lakhs, Trade Payables of ₹ 437.49 Lakhs and Short-Term Provisions of ₹ 19.87 Lakhs.
Cash utilised from operations was ₹ 226.87 Lakhs, which was increased by Income tax paid of ₹ 125.06 Lakhs,
resulting into net cash flow used in operating activities of ₹ 351.93 Lakhs.
3. For the year ended March 31, 2024, Net cash flow from operating activities was ₹ 1,001.43 Lakhs. This comprises of
the net profit before tax of ₹ 273.59 Lakhs, which was primarily adjusted for Depreciation and Amortization expense
of ₹ 34.97 Lakhs, Finance cost of ₹ 96.67 Lakhs, Gratuity provision of ₹ 2.23 Lakhs. The resultant operating
profit before working capital changes was ₹ 407.46 Lakhs, which was primarily adjusted for an increase in Other
Current Liabilities of ₹ 24.21 Lakhs, Long Term Provision of ₹ 2.22 Lakhs , Other Long Term Liabilities of ₹ 2.5 Lakh

282
 , Other Non-Current Asset of ₹ 1.8 Lakh , Loans and Advances of ₹ 82.37, Increase in Short Term Provision of ₹ 0.46
Lakhs and Inventories of ₹ 1,145.17 Lakhs and Decrease in Trade Receivable of ₹721.78 Lakh, Other Current Assets
of ₹ 54.69 Lakhs, Trade Payable of ₹ 933.19 Lakh.
Cash utilised from operations was ₹ 949.21 Lakhs, which was increased by Income tax paid of ₹ 52.22 Lakhs, resulting
into net cash flow utilised from operating activities of ₹ 1,001.43 Lakhs.
4. For the year ended March 31, 2023, Net cash flow generated in operating activities was ₹ 801.44 Lakhs. This comprises
the net profit before tax of ₹ 320.69 Lakhs, which was primarily adjusted for Depreciation and Amortization expense
of ₹ 31.39 Lakhs, Finance cost of ₹ 61.04 Lakhs, Gratuity provision of ₹ 1.20 Lakhs and Adjustment related
to Cash flow of ₹ 1.41 Lakh. The resultant operating profit before working capital changes was ₹ 412.91 Lakhs, which
was primarily adjusted for an increase in Trade Receivables of ₹ 318.59 Lakhs, Inventories of ₹ 232.72 Lakhs, Other
Current Assets of ₹ 112.23 Lakhs, Trade Payables of ₹ 1,217.64 Lakh, Other Current Liabilities of ₹ 21.47 Lakh ,
Long Term Provision of ₹ 2.51 Lakh Other Non Current Asset of ₹ 8.00 Lakh and Short Term Loans and Advances
of ₹ 40.08 Lakhs. Additionally, there was a decrease in Short Term Provisions of ₹ 21.27 Lakhs.
Cash generated from operations was ₹ 921.64 Lakhs, which was reduced by direct tax paid of ₹ 120.20 Lakhs, resulting
into net cash flow from operating activities of ₹ 801.44 Lakhs.
Cash Flows from Investment Activities
1. For the period ended June 30, 2025, net cash used in investing activities was ₹0.89 Lakhs, which primarily comprised
of cash outflow in Purchase of property, plant & equipment of ₹ 0.89 Lakhs.
2. For the year ended March 31, 2025, net cash used in investing activities was ₹ 43.18 Lakhs, which primarily comprised
of cash outflow in Purchase of property, plant & equipment of ₹ 53.18 Lakhs and Proceeds from Sale of Purchase of
property, plant & equipment of ₹ 10 Lakhs.
3. For the year ended March 31, 2024, net cash utilized from investing activities was ₹ 485.86 Lakhs, which primarily
comprised of Purchase of property, plant & equipment of ₹ 11.46 Lakhs and Investment of ₹ 474.40 Lakh.
4. For the year ended March 31, 2023, net cash utilized from investing activities was ₹ 288.30 Lakhs, which primarily
comprised of Purchase of property, plant & equipment of ₹ 80.14 Lakhs and Investment of ₹ 208.16 Lakh.
Cash Flows from Financing Activities
1. For the period ended June 30, 2025, net cash used in financing activities was ₹ 347.20 Lakhs, which primarily
comprised of interest cost paid of ₹ 61.83 Lakhs and proceeds from long term borrowings of ₹ 92.75 Lakhs, repayment
of long-term borrowings of ₹ 379.5 Lakhs and proceeds from short term borrowings of ₹ 1.38 Lakhs.
2. For the year ended March 31, 2025, net cash generated in financing activities was ₹ 393.48 Lakhs, which primarily
comprised of interest cost paid of ₹ 179.09 Lakhs and Proceeds from Long term Borrowings of ₹ 445 Lakhs,
Repayment of Long-term Borrowings of ₹ 516.87 Lakhs, Proceeds from Short term Borrowings of ₹ 644.76 Lakhs
and Repayment to Minority Interest of ₹ 0.32 Lakhs.
3. For the year ended March 31, 2024, net cash generated in financing activities was ₹ 686.45 Lakhs, which primarily
comprised of interest cost paid of ₹ 96.67 Lakhs and Proceeds from Long term Borrowings of ₹ 1,164.95 Lakhs,
Repayment of Long-term Borrowings of ₹ 595.18 Lakhs and Proceeds from Short term Borrowings of ₹ 213.35 Lakhs.
4. For the year ended March 31, 2023, net cash generated in financing activities was ₹ 293.48 Lakhs, which primarily
comprised of interest cost paid of ₹ 61.04 Lakhs and Proceeds from Long term Borrowings of ₹ 187 Lakhs, Repayment
of Long-term Borrowings of ₹ 109.40 Lakhs, Proceeds from Short term Borrowings of ₹ 276.43 Lakhs and Proceeds
from Minority Interest of ₹ 0.49 Lakh.
OTHER MATTERS
1. Related Party Transactions
For further information, Please refer “Note: 32 - Related Party Transactions” under chapter titled “Restated Financial
Statements” beginning on page no. 215 of this Draft Red Herring Prospectus.
2. 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.
3. Qualifications of the Statutory Auditors which have not been given effect to in the Restated Financial Statements

283
There are no qualifications in the audit report that require adjustments in the Restated Financial Statements
4. Qualitative Disclosure About Market Risk
Financial Market Risks
Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed
interest rate risk, inflation and credit risk in the normal course of our business.
Interest Rate Risks
We are currently exposed interest to rate risks to the extent of outstanding loans. However, any rise in future borrowings
may increase the risk.
Effect of Inflation
We are affected by inflation as it has an impact on the operating cost, staff costs etc. In line with changing inflation rates,
we rework our margins so as to absorb the inflationary impact.
Credit Risk
We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all,
we may have to make provisions for or write-off such amounts.
Information required as per Item 11 (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:
1. Unusual or infrequent events or transactions
There has not been any unusual trend on account of our business activity. There are no Unusual or infrequent events or
transactions in our Company. The transactions are as per usual business operations.
2. Significant economic changes that materially affected or are likely to affect income from continuing Operations
Other than as described in the Section titled “Restated Financial Statements” and chapter titled “Management’s
Discussion and Analysis of Financial Conditions and Results of Operations,” beginning on Page 215 and 269
respectively of this Draft Red Herring Prospectus, to our knowledge there are no significant economic changes that
materially affected or are likely to affect income from continuing Operations.
3. Known trends or uncertainties that have/had or are expected to have a material adverse impact on revenue or
income from continuing operations
Apart from the risks as disclosed under Chapter titled “Risk Factors” beginning on page no. 25 in this Draft Red
Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected
to have a material adverse impact on revenue or income from continuing operations.
4. Details of default, if any, including therein the amount involved, duration of default and present status, inrepayment
of statutory dues or repayment of debentures or repayment of deposits or repayment of loans from any bank or
financial institution.
Except as disclosed in chapter titled “Restated Financial Statements” beginning on page 215 of this Draft Red
Herring Prospectus, there have been no defaults in payment of statutory dues or repayment of debentures and
interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial
institution and interest thereon by the Company.
5. Material Frauds
There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three
Fiscals
6. 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
Our Company’s future costs and revenues will be determined by demand/supply situation, both of the end services
as well as the government policies and other economic factor
7. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new
products such as Denim Jeans and Jackets. .
Increases in revenues are by and large linked to increases in volume of business and also dependent on the price

284
realization on our products/services.
8. Total turnover of each major industry segment in which the issuer company operated.
Relevant Industry data and, as available, has been included in the chapter titled “Industry Overview” beginning on
page no. 100 of this Red Herring Prospectus.
9. The extent to which business is seasonal.
Our business is dependent to a certain extent on the seasonal, environmental and climate changes. Hence, our
business is seasonal in nature.
10. Any significant dependence on a single or few suppliers or customers
Our business is dependent on few clients. Our top 10 customers contributed 100.00%, 99.76%% and 100.00% of
revenue from operations for F.Y. ending on 2024-25, 2023-24, and 2022-23 respectively.

285
 CAPITALIZATION STATEMENT
The following table sets forth our capitalisation derived from our Restated Financial Statements as at June 30, 2025, and
as adjusted for the Issue. This table should be read in conjunction with “Management’s Discussion and Analysis of
Financial Position and Results of Operations”, “Restated Financial Statements” and “Risk Factors” beginning on pages
269, 215, and 25 respectively.
(₹ in Lakhs)
Pre Issue
Particulars Post Issue#
As at June 30, 2025
Borrowings
Short- term (including current maturities) 1861.36 [●]
Long- term (A) 614.20 [●]
Total Borrowings (B) 2475.56 [●]

Shareholders' funds
Share capital 50.00 [●]
Reserves and surplus 1,880.11 [●]
Total Shareholders' funds (C) 1930.11 [●]

Long- term borrowings/ equity* {(A)/(C)} 0.32 [●]

Total borrowings / equity* {(B)/(C)} 1.28 [●]

#The corresponding post issue figures are not determinable at this stage.
*equity= total shareholders' funds
Notes:
1. Short-term borrowings implies borrowings repayable within 12 months from the Balance Sheet date. Long-term
borrowings are debts other than short-term borrowings and also includes the current maturities of long-term
borrowings (included in short term borrowing).
2. The above ratios have been computed on the basis of the Restated Summary Statement of Assets and Liabilities of the
Company.
3. The above statement should be read with the Statement of Notes to the Restated Financial Information of the Company.

286
 SECTION X – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as stated below there is no (i) pending criminal litigation involving our Company, Directors, Promoters or Group
Companies; (ii) actions taken by statutory or regulatory authorities involving our Company, Directors, Promoters or
Group Companies; (iii) outstanding claims involving our Company, Directors, Promoters or Group Companies for any
direct and indirect tax liabilities; (iv) outstanding proceedings initiated against our Company for economic offences; (v)
defaults or non-payment of statutory dues by our Company; (vi) material fraud against our Company in the last five years
immediately preceding the year of this Draft Red Herring Prospectus; (vii) inquiry, inspection or investigation initiated or
conducted under the Companies Act 2013 or any previous companies law against our Company during the last five years
immediately preceding the year of this Draft Red Herring Prospectus and if there were prosecutions filed (whether pending
or not); (viii) fines imposed or compounding of offences for our Company in the last five years immediately preceding the
year of this Draft Red Herring Prospectus; (ix) litigation or legal action against our Promoters by any ministry or
Government department or statutory authority during the last five years immediately preceding the year of this Draft Red
Herring Prospectus; (x) pending litigations involving our Company, Directors, Promoter, Group Companies or any other
person, as determined to be material by the Company’s Board of Directors in accordance with the SEBI (ICDR)
Regulations; or (xi) outstanding dues to creditors of our Company as determined to be material by our Company’s Board
of Directors in accordance with the SEBI (ICDR) Regulations and dues to small scale undertakings and other creditors.
For the purpose of material litigation in (x) above, our Board has considered and adopted the following policy on
materiality with regard to outstanding litigations to be disclosed by our Company in this Draft Red Herring Prospectus:
a) All criminal proceedings, statutory or regulatory actions and taxation matters, involving our Company, Promoters,
Directors, or Group Companies, as the case may be shall be deemed to be material;
b) Litigation where the value or expected impact in terms of value, exceeds the lower of the following:
(i) two percent of turnover, as per the latest annual restated consolidated financial statements of the issuer i.e.
Rs. 170.9 Lakhs; or(ii) two percent of net worth, as per the latest annual restated financial statements of the
issuer, except in case the arithmetic value of the net worth is negative i.e. 31.39 Lakhs; or (iii) five percent of
the average of absolute value of profit or loss after tax, as per the last three annual restated financial statements
of the issuer i.e. Rs. 20.77 Lakhs.”

In our case we have taken the value of criteria (iii)being the lowest has been considered for the purpose of materiality.
c) Any pending litigation / arbitration proceedings involving the Relevant Parties wherein a monetary liability is not
quantifiable, or which does not fulfil the threshold as specified in (b) above, but the outcome of which could,
nonetheless, have a material adverse effect on the business, operations, performance, prospects, financial position or
reputation of our Company or where the monetary liability is not quantifiable, each such case involving our Company,
Promoter, Directors, or Group Companies, whose outcome would have a bearing on the business operations,
prospects or reputation of our Company and as required under the SEBI Regulations have been disclosed on our
website at [Link]
d) Notices received by our Company, Promoters, Directors, or Group Companies, as the case may be, from third parties
(excluding statutory/regulatory authorities or notices threatening criminal action) shall, in any event, not be evaluated
for materiality until such time that the Company / Directors / Promoters / Group Companies, as the case may be, are
impleaded as parties in proceedings before any judicial forum.
e) All criminal proceedings involving key managerial personnel and senior management of the company and also the
actions by regulatory authorities and statutory authorities against such key managerial personnel and senior
management of the company.
Our Company, our Promoters and/or our Directors, have not been declared as wilful defaulters by the RBI or any
governmental authority, have not been debarred from dealing in securities and/or accessing capital markets by the SEBI
and no disciplinary action has been taken by the SEBI or any stock exchanges against our Company, our Promoters or our
Directors, that may have a material adverse effect on our business or financial position, nor, so far as we are aware, are
there any such proceedings pending or threatened.
OUTSTANDING LITIGATIONS INVOLVING OUR COMPANY, DIRECTORS, PROMOTERS, KMPs and
SMPs:

287
PART 1: LITIGATION RELATING TO OUR COMPANY
A. FILED AGAINST OUR COMPANY
1) Litigation involving Criminal Laws
NIL
2) Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3) Disciplinary Actions by Authorities
NIL
4) Litigation involving Tax Liability
Indirect Tax:

Sr. Entity and Name of Notice /Demand Order Id Notice /Order Amount in Current
No GSTIN Authority & Period Description Dispute (Rs.) Status
1. M/s. Deputy Intimation in the Form GST Intimation of Total Liability: Order for
Fractal Commissioner DRC -01A tax liability u/s Rs. 18,03,289/- creation
Industries of State Tax Reference No.: 73(5) due to (Tax: Rs. of demand
Private Mumbai – LTU ZD271123018731R claiming 9,08,458/-, issued and
Limited -522: Mumbai dated November 09, 2023 excess ITC in Interest: Rs. Company
–LTU - GSTR 3B/9 as 8,03,984.00/- is yet to
27AADCF 2:Mumbai_ SCN in the Form GST DRC compare to & Penalty: pay the
9789R1ZD North _West : -01 Reference No. : GSTR2B, 8A Rs. 90,847/-) demand.
(Maharasht Maharashtra ZD2702240566972 of GSTR 9 & The
ra ) RCM tax paid Assessee
dated February 23, 2024
and In-eligible has filed
ITC claimed an appeal
Order in the Form GST from RC vide
DRC-07 cancelled acknowle
Reference No. suppliers. dgement
:ZD270225136304O no.
dated February 25, 2025 Followed by AD27052
Show Cause 5051859K
Period: FY 2020-21 Notice u/s 73 dated May
30, 2025
Followed by
Order for
creation of
Demand u/s 73
of MGST Act,
2017
2. M/s. Deputy Intimation in the Form GST Intimation of Total Liability: Assessee
Fractal Commissioner DRC -01A tax liability u/s Rs. 6,63,596/- has filed
Industries of State Tax Reference No. : 74(5) due to (Tax: Rs. reply
Private (LTU-522) ZD2705240458537 claiming In- 6,63,596/- dated
Limited Large Tax dated May 22, 2024 eligible ITC January
Payer Unit – 2, from RC 08, 2025
27AADCF Mumbai. Period: FY 2022-23 cancelled and has
9789R1ZD suppliers. made
(Maharasht payment
ra ) through
Form
GST DRC
-03 and

288
Sr. Entity and Name of Notice /Demand Order Id Notice /Order Amount in Current
No GSTIN Authority & Period Description Dispute (Rs.) Status
the same
is pending
for action
by the Tax
Officer.
3. M/s. Deputy Intimation in the Form GST Intimation of Total Liability: Assessee
Fractal Commissioner DRC -01A tax liability u/s Rs. 19,66,916/- has filed
Industries of State Reference No. : 74(5) due to (Tax: Rs. reply
Private TaxAndheri_Ea ZD270625088652Y claiming In- 12,69,832/-, dated July
Limited st _ dated June 20, 2025 eligible ITC Interest: Rs. 29, 2025
502:Andheri from RC 5,06,610/- and has
27AADCF :Mumbai Period: FY 2022-23 cancelled & Penalty: made
9789R1ZD suppliers. Rs. 1,90,474/-) payment
(Maharasht in respect
ra ) of tax and
penalty
through
Form
GST DRC
-03 and
payment
of interest
is pending
Direct Tax: NIL
5) Other Pending Litigation based on Materiality Policy of our Company
NIL
B. CASES FILED BY OUR COMPANY
1) Litigation involving Criminal Laws
NIL
2) Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3) Other Pending Litigation based on Materiality Policy of our Company
NIL
PART 2: LITIGATION RELATING TO OUR PROMOTERS/ DIRECTORS, KEY MANAGRIAL PERSONS
AND SENIOR MANAGERIAL PERSONS OF THE COMPANY OTHER THAN PROMOTERS
A. LITIGATION AGAINST OUR PROMOTERS/ DIRECTORS, KEY MANAGRIAL PERSONS AND SENIOR
MANAGERIAL PERSONS OF THE COMPANY OTHER THAN PROMOTERS
1) Litigation involving Criminal Laws
NIL
2) Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3) Disciplinary Actions by Authorities
NIL
4) Litigation involving Tax Liability

289
 Indirect Tax:
Mr. Pankaj Agrawal (Managing Director Cum Promoter):-
Notice
Notice /Demand
Sr. Entity and /Order Amount in Current
Name of Authority Order Id &
No GSTIN Descripti Dispute (Rs.) Status
Period
on
1. [Link] State Tax Officer SCN in the Form Show Total The assessee
Agrawal Sakinaka_712 GST DRC -01 Cause Liability: Rs. has made an
(Trade Name: (MUM-VAT-C-131) Reference No. : Notice u/s 14,73,466.00/ application for
Fractal Fashion) Nodal-12, Mumbai ZD270322029144 73(5) due - waiver of
27ABMPA0824 S to excess (Tax: Rs. interest or
F1Z3 dated March 09, outward 6,35,492.00/- penalty or both
(Maharashtra ) 2022 tax in , Interest: Rs. u/s 128A and in
GSTR 1 7,40,782.00/- response to
Order in the Form compared & Penalty: such
GST DRC-07 to GSTR Rs. application the
Reference No. : 9/GSTR 97,192.00/-) department has
ZD270322082188 3B&claim issued Form
B ing excess GST SPL -03
dated March 25, ITC in for providing
2022 GSTR necessary
3B/9 as document in
Period: July 2017- compare Form GST SPL
March 2018 to GSTR -04 for
2B, 8A of supporting the
GSTR 9 claim and the
& ITC on same is
purchase pending.
invoice
uploaded
by
supplier in
GSTR 1
filed after
last date
ofavailme
nt –
section
16(4) &
Interest on
delayed
payments
made with
GSTR 3B

Followed
by Order
for
creation
of
Demand
u/s 73 of
MGST
Act, 2017
2. [Link] State Tax Officer, Intimation in the Intimation Total The appeal
wal (Trade Barvenagar_703, Form GST DRC - of tax Liability: Rs. application
01A liability filed by the

290
 Notice
Notice /Demand
Sr. Entity and /Order Amount in Current
Name of Authority Order Id &
No GSTIN Descripti Dispute (Rs.) Status
Period
on
Name: Fractal Nodal Division 12, Reference No. : u/s 74(5) 23,88,840.00/ taxpayer vide
Fashion) Mazgaon, Mum ZD270123029853 due to - ARN
27ABMPA0824 H claiming (Tax: AD270724018
F1Z3 dated January 16, In-eligible Rs.7,66,610.0 3337 dated
(Maharashtra) 2023 ITC from 0/- , Interest: 18/07/2024 has
the Rs. been
SCN in the Form suppliers 8,55,620.00/- withdrawal by
GST DRC -01 whose RC & Penalty: making an
Reference No. : is ab- Rs. application in
ZD270623028867 initio 7,66,610.00/- FORM-GST
Z cancelled. ) APL-01W vide
dated June 16, ARN-
2023 Followed AD270724018
by Show 3337 dated
Order in the Form Cause 29/03/2025 for
GST DRC-07 Notice u/s taking benefit
Reference No. : 74. of waiver
ZD271023051622 scheme u/s. 128
T Followed of
dated October 27, by Order CGST/MGST
2023 for Act 2017 and
creation the same has
Period: FY 2019- of been allowed
2020 Demand by the
u/s 74 of department and
GST Act, the application
2017. u/s 128A is
pending to be
applied by the
assesse.
3. [Link] State Tax Officer Intimation in the Intimation Total The assesse has
wal Barvenagar_703, Form GST DRC - of tax Liability: Rs. filed an appeal
(Trade Name: Nodal Division 12, 01A liability 12,40,374.00/ to the appellate
Fractal Fashion) Reference No. : u/s 74(5) - authority vide
27ABMPA0824 ZD270123029726 due to (Tax: Appeal No.
F1Z3 G claiming Rs.3,69,232.0 AD270724006
(Maharashtra) dated January 16, In-eligible 0/- , Interest: 2169 dated July
2023 ITC from Rs. 05, 2024
the 5,01,910.00/- Which is
SCN in the Form suppliers & Penalty: rejected by the
GST DRC -01 whose RC Rs. concerned
Reference No. : is ab- 3,69,232.00/- authority .
ZD270623028757 initio )
2 cancelled.
dated June 16,
2023 Followed
by Show
Order in the Form Cause
GST DRC-07 Notice u/s
Reference No. : 74.
ZD271023048565
G Followed
dated October 26, by Order
2023 for

291
 Notice
Notice /Demand
Sr. Entity and /Order Amount in Current
Name of Authority Order Id &
No GSTIN Descripti Dispute (Rs.) Status
Period
on
creation
Period: FY 2018- of
2019 Demand
u/s 74 of
GST Act,
2017.

4. [Link] State Tax Intimation in the Intimation Total The assesse has
Agrawal OfficerSAKINAKA , Form GST DRC - of tax Liability: Rs. filed an appeal
(Trade Name: SAKINAKA_706 , 01A liability 24,53,357.00/ to the appellate
Fractal Fashion) MUMBAI_SOUTH_ Reference No. : u/s 73(5) - authority vide
27ABMPA0824 WEST , Maharashtra ZD271023012110 due to (Tax: Appeal No.
F1Z3 F claiming Rs.12,39,618. AD270324133
(Maharashtra) dated October 06, In-eligible 00/- , Interest: 065E
2023 ITC from Rs. dated March
GSTR 3B 10,89,777. 19, 2024 Which
SCN in the Form Non-filers 00/- was accepted
GST DRC -01 Excess & Penalty: on December
Reference No. : ITC Rs. 20, 2024 by the
ZD271123012319 claimed in 1,23,962.00.0 concerned
R GSTR 0/-) authority for
dated November 3B/9 further
07, 2023 which is processing.
not
Order in the Form confirmed
GST DRC-07 in GSTR
Reference No. : 2A or 8A
ZD270124042286 of GSTR
L 9.
dated January 17, Followed
2024 by Show
Cause
Period: FY 2020- Notice u/s
2021 73.

Followed
by Order
for
creation
of
Demand
u/s 73 of
GST Act,
2017.

5. [Link] Deputy Notice in the Form Notice for Proposed Tax This case has
Agrawal Commissioner of GST ASMT-10 intimating Liability: Rs. been
(Trade Name: State Tax Reference discrepanc 2,31,43,836.9 recommended
Fractal Fashion) SAKINAKA_501 , No.:ZD271224090 ies in the 3/- for action u/s 73
27ABMPA0824 SAKINAKA , 364E return and still
F1Z3 MUMBAI_NORTH, dated December related to pending.
(Maharashtra) Maharashtra 23, 2024 claiming
excess
ITC in

292
 Notice
Notice /Demand
Sr. Entity and /Order Amount in Current
Name of Authority Order Id &
No GSTIN Descripti Dispute (Rs.) Status
Period
on
Period: FY 2022- GSTR
2023 3B/GSTR
-9 as
compared
to GSTR
2A and
showing
less
turnover
in GSTR -
1
compared
to GSTR
8
Direct Tax:
[Link] Bishwanath Agrawal (Managing Director cum Promoter):-
1. A.Y. 2017-18
Mr. Pankaj Bishwanath Agrawal (hereinafter referred to as the “Assessee”) had been issued with an order bearing no.
ITBA/AST/S/147/2023-24/1052939545(1) dated May 18, 2023 issued u/s. 147 of the Income Tax Act, 1961, for the A.Y.
2017-18 raising a demand notice vide identification no. 2023201737000837391T for an amount of Rs. 11,212/- due to
incorrect calculation of income tax and such demand has been proposed to be adjusted by the department from the amount
of refund for the A.Y. 2024-25 and the same has been disputed by the assessee and is pending.

However as per details available on the website of the Income Tax Department, an amount of Rs. 11,209/- in addition to
an interest of Rs. 3,360/- is pending to be paid by the assessee.
2. A.Y. 2024-25
Mr. Pankaj Bishwanath Agrawal (hereinafter referred to as the “Assessee”) have been issued with an intimation bearing
no. ITBA/AST/S/61/ 2025-26/1077519847(1) dated June 23, 2025 for the A.Y. 2024-25, intimating the assessee of its
selection for the purpose of faceless assessment/ re-assessment in accordance with the procedure laid down in section 144B
of the Income Tax Act, 1961 and have subsequently been issued with a notice u/s. 142(1) of the Act requiring the assessee
to submit certain documents including financial statements, bank statements audit reports and like for the period and the
assessment is pending.
Ms. Priti Pankaj Agarwal (Promoter):-
1. A.Y. 2007-08
As per details available on the website of the Income Tax Department Ms. Priti Pankaj Agarwal (hereinafter referred to
as the “Assessee”) have been issued with a demand notice bearing no.
2010200751052904966T dated March 28, 2009 passed u/s. 143(1) of the Income Tax Act, 1961, raising a demand of Rs.
76,530/- in addition to an interest of Rs. 2,18,102/- for the A.Y. 2007-08 and the same has been disputed by the assessee
and is pending.

2. A.Y. 2008-09
As per details available on the website of the Income Tax Department Ms. Priti Pankaj Agarwal (hereinafter referred to
as the “Assessee”) have been issued with a demand notice bearing no.
2010200851054152002T dated November 12, 2009 passed u/s. 143(1) of the Income Tax Act, 1961, raising a demand of
Rs. 43,121/- in addition to an interest of Rs. 82,752/- for the A.Y. 2008-09 and the same has been disputed by the assessee
and is pending.
3. A.Y. 2010-11

293
As per details available on the website of the Income Tax Department Ms. Priti Pankaj Agarwal (hereinafter referred to
as the “Assessee”) have been issued with a demand notice bearing no. 2012201037010793275T dated August 03, 2012
passed u/s. 143(1)(a) of the Income Tax Act, 1961, raising a demand of Rs. 28,190/- in addition to an interest of Rs. 44,679/-
for the A.Y. 2010-11 and the same has been disputed by the assessee and is pending.
4. A.Y. 2011-12
As per details available on the website of the Income Tax Department Ms. Priti Pankaj Agarwal (hereinafter referred to
as the “Assessee”) have been issued with a demand notice bearing no. 2012201137011680586T dated August 17, 2012
passed u/s. 143(1) (a) of the Income Tax Act, 1961, raising a demand of Rs. 69,250/- in addition to an interest of Rs.
1,10,028/- for the A.Y. 2011-12 and the same is pending.
5. A.Y. 2021-22
As per details available on the website of the Income Tax Department Ms. Priti Pankaj Agarwal (hereinafter referred to
as the “Assessee”) have been issued with a demand notice bearing no. 2022202137137483992T dated December 02, 2022
passed u/s. 154 of the Income Tax Act, 1961, raising a demand of Rs. 1,51,610/- in addition to an interest of Rs. 57,608/-
for the A.Y. 2021-22 and the same has been disputed by the assessee and is pending.

5) Other Pending Litigation based on Materiality Policy of our Company

NIL
B. LITIGATION FILED BY OUR PROMOTERS/ DIRECTORS/ KEY MANAGRIAL PERSONS/ SENIOR
MANAGERIAL PERSONS
1) Litigation involving Criminal Laws
NIL
2) Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3) Other Pending Litigation based on Materiality Policy of our Company
NIL
PART 3: LITIGATION RELATING TO OUR GROUP COMPANIES/ SUBSIDIARY
A. LITIGATION AGAINST OUR GROUP COMPANIES/ SUBSIDIARY
1) Litigation involving Criminal Laws
NIL
2) Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3) Disciplinary Actions by Authorities
NIL
4) Litigation involving Tax Liability
Indirect Tax: NIL
Direct Tax: NIL

5) Other Pending Litigation based on Materiality Policy of our Company

NIL
B. LITIGATION FILED BY OUR GROUP COMPANIES/ SUBSIDIARY
1) Litigation involving Criminal Laws
NIL
2) Litigation Involving Actions by Statutory/Regulatory Authorities

294
 NIL
3) Other Pending Litigation based on Materiality Policy of our Company
NIL
DISCIPLINARY ACTION INCLUDING PENALTY IMPOSED BY SEBI OR STOCK EXCHANGES
AGAINST THE PROMOTER, DIRECTORS, KMPs, SMPs, GROUP COMPANIES/ SUBSIDIARIES AND
PROMOTOR GROUP DURING THE LAST 5 FINANCIAL YEARS
There are no disciplinary actions including penalty imposed by SEBI or Stock Exchanges against the Promoters,
Directors or Group Companies during the last 5 financial years including outstanding actions except as disclosed above.
PAST INQUIRIES, INSPECTIONS OR INVESTIGATIONS
There have been no inquiries, inspections or investigations initiated or conducted under the Companies Act, 2013 or any
previous company law in the last five years immediately preceding the year of this Draft Red Herring Prospectus in the
case of our Company, Promoters, Directors. Other than as described above, there have been no prosecutions filed (whether
pending or not) fines imposed, compounding of offences in the last five years immediately preceding the year of the Draft
Red Herring Prospectus.
OUTSTANDING LITIGATION AGAINST OTHER PERSONS AND COMPANIES WHOSE OUTCOME
COULD HAVE AN ADVERSE EFFECT ON OUR COMPANY
As on the date of the Draft Red Herring Prospectus, there is no outstanding litigation against other persons and companies
whose outcome could have a material adverse effect on our Company.
PROCEEDINGS INITIATED AGAINST OUR COMPANY FOR ECONOMIC OFFENCES
There are no proceedings initiated against our Company for any economic offences.
NON-PAYMENT OF STATUTORY DUES
As on the date of the Draft Red Herring Prospectus there have been no (i) instances of non-payment or defaults in payment
of statutory dues by our Company, (ii) over dues to companies or financial institutions by our Company, (iii) defaults
against companies or financial institutions by our Company, or (iv)contingent liabilities not paid for.
MATERIAL FRAUDS AGAINST OUR COMPANY
There have been no material frauds committed against our Company in the five years preceeding the year of this Draft Red
Herring Prospectus.
DISCLOSURES PERTAINING TO WILFUL DEFAULTERS
Neither our Company, nor our Promoters, nor Group Companies and nor Directors have been categorized or identified as
wilful defaulters by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful
defaulters issued by the Reserve Bank of India. There are no violations of securities laws committed by them in the past or
are currently pending against any of them.
DISCLOSURES PERTAINING TO FRAUDULENT BORROWER
Our Company or any of our Promoters or Group Companies or Directors are not declared as ‘Fraudulent Borrower’ by the
lending banks or financial institution or consortium, in terms of RBI master circular dated July 01, 2016.
MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE
Except as disclosed in Chapter titled “Management’s Discussion & Analysis of Financial Conditions & Results of
Operations” beginning on page 269 there have been no material developments that have occurred after the Last Balance
Sheet Date.

OUTSTANDING DUES TO CREDITORS

In accordance with the Materiality Policy, details of outstanding dues (trade payables) owed to MSME (as defined under
Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors and other creditors, as
at June 30, 2025, on a standalone basis, are set out below:
(in ₹ lakhs)
Particulars Number of Amount involved
creditors

295
 Total outstanding dues to Micro enterprise and small enterprise 57 339.22
Total outstanding dues to creditors other than micro enterprise and small
enterprise 111 617.72
Total 168 956.94

Particulars Number of For the period

creditors ended June 30,
2025 (₹ in Lakhs)
Total outstanding dues to material creditors 5 531.45

The details pertaining to outstanding dues to the material creditors along with names and amounts involved for each such
material creditor are available on the website at [Link]

296
 GOVERNMENT AND OTHER APPROVALS
We have received the necessary consents, licenses, permissions and approvals from the Government and various
governmental agencies required for our present business (as applicable on date of this Draft Red Herring Prospectus) and
except as mentioned below, no further approvals are required for carrying on our present business.
In view of the approvals listed below, we can undertake this Issue and our current/proposed business activities and no
further major approvals from any governmental or regulatory authority or any other entity are required to be undertaken in
respect of the Issue or to continue our business activities. It must be distinctly understood that, in granting these approvals,
the Government of India does not take any responsibility for our financial soundness or for the correctness of any of the
statements made or opinions expressed in this behalf. Unless otherwise stated, these approvals are all valid as of the date
of this Draft Red Herring Prospectus.
The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our Company
to carry out its activities. The following are the details of licenses, permissions and approvals obtained by the Company
under various Central and State Laws for carrying out its business:
APPROVALS PERTAINING TO INCORPORATION, NAME AND CONSTITUTION OF OUR COMPANY
S Nature of Applicable Issuing Date of Date of
CIN
No Registration Law Authority certificate Expiry
Certificate of
Registrar of
Incorporation
Companies,
“FRACTAL Companies January 09, Valid till
1. U74999MH2020PTC335773 Central
INDUSTRIES Act 2013 2020 Cancelled
Registration
PRIVATE
Centre
LIMITED”
Certificate of
Incorporation
consequent upon
Conversion to Public
Registrar of
Company From
Companies,
“FRACTAL Companies March 13, Valid till
2. U74999MH2020PTC335773 Central
INDUSTRIES Act 2013 2025 Cancelled
Processing
PRIVATE
Centre
LIMITED” to
FRACTAL
INDUSTRIES
LIMITED
Certificate Pursuant
to alteration of the Registrar of
object clause of the Companies,
Companies May 07, Valid till
3. Company U14101MH2020PLC335773 Central
Act 2013 2025 Cancelled
“FRACTAL Processing
INDUSTRIES Centre
LIMITED”
Approvals for the Issue
Corporate Approvals
1. Our Board of Directors has, pursuant to resolutions passed at its meeting held on September 10, 2025, authorized the
Issue, subject to the approval by the shareholders of our Company under section 62(1) (c) of the Companies Act, 2013.
2. Our shareholders have, pursuant to a resolution dated September 11, 2025 passed under Section 62(1) (c) of the
Companies Act, 2013, authorized the Issue.
Our Board of Directors has, pursuant to a resolution dated October 18, 2025 and [●] authorized our Company to take
necessary action for filing the Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus respectively with
BSE SME.
Agreements with CDSL and NSDL

297
1. The Company has entered into a tripartite agreement dated April 25, 2025, with the Central Depository Services (India)
Limited (CDSL) and the Registrar and Transfer Agent, who in this case is KFIN Technologies Limited, for the
dematerialization of its shares.
2. The Company has entered into a tripartite agreement dated April 25, 2025, with the National Securities Depository
Limited (NSDL) and the Registrar and Transfer Agent, who in this case is KFIN Technologies Limited, for the
dematerialization of its shares.
3. The International Securities Identification Number (ISIN) of our Company is:- INE1W3Q01011
Approvals from Stock Exchange
Our Company has received in- principle listing approval from the BSE SME dated [●] for listing of Equity Shares issued
pursuant to the issue.
APPROVALS / LICENSES / PERMISSIONS IN RELATION TO OUR BUSINESS:
Tax Related Approvals:
Date of
S. Address of Place of Registration Issuing Date of
Description issue/
No Business / Premises Number Authority Expiry
renewal
January 09,
2020
Permanent
1. Account Number M/s. Fractal Industries AADCF9789R
Income Tax
Last
Valid till
Limited Department Cancelled
(PAN) Modified on
March 31,
2025
M/s. Fractal Industries
Limited Last
Tax Deduction Modified
Gala 212, Bhullar Star Income Tax Valid till
2. Account MUMF10209D Dated
Indl Estate Andheri East, Department Cancelled
Number(TAN) March 30,
Mumbai, Maharashtra- 2025
400072
Certificate of M/s. Fractal Industries
Enrolment under March 17,
Limited
Maharashtra 2022
State tax on Gala 212, 2nd Floor,
Bhullar Star Industrial Enrolment Maharashtra Valid till
3. Professional, Certificate Number Sales Tax
Last
Trades, Callings Estate, Andheri, Kurla Modified Cancelled
99184272190P Department
and Road, Sakinaka dated
Employments Mumbai – 400072, October 07,
Act 1975 2025
(PTEC) Maharashtra, India
Certificate of
Registration M/s. Fractal Industries
under Limited,
Maharashtra Gala 212, 2nd Floor,
State tax on Registration Maharashtra Valid till
Bhullar Star Industrial October 07,
4. Professional, Certificate Number: Sales Tax
Estate, Andheri, Kurla 2025 Cancelled
Trades, Callings 27891940768P Department
and Road, Sakinaka
Employments Mumbai – 400072,
Act 1975 Maharashtra, India
(PTRC)

298
Registrations in relation to our Premises
Registration under Shops
S. GST Registration Act of Respective State /
Description State
No Certificate Factories Act as the case
may be
Maharashtra Input Service Distributor
M/s. Fractal Industries Limited, Registration Number:-
2nd Floor, 212, Bhullar Star 27AADCF9789R2ZC
Premises Cooperative Society, Issued on August 27, 2024
1. Andheri Kurla Road, Sakinaka
Telephone Exchange Lane,
Last Modified dated
Sakinaka, Mumbai, Mumbai
April 11, 2025 Valid till
Suburban, Maharashtra, 400072
Cancelled
Gala 212, Bhullar Star Indl. Estate, Maharashtra Intimation Receipt no.
891016047 / L Ward /
Andheri Kurla Road, Andheri East,
2. COMMERCIAL II dtd.
Mumbai, Mumbai, Maharashtra,
Registration Number:- Dated September 09, 2025
400072 Valid till Cancelled
27AADCF9789R1ZD
Unit bearing No. 2.1-A on the
second floor, Roop Industrial Registration number :
Dated January 09, 2020 Last
Premises Cooperative Society Ltd, Modified on April 25, 2025 820405831 / L Ward/
3. Kurla Road, Opp. sakinaka Valid till Cancelled COMMERCIAL II dtd.
telephone exchange, Andheri East, September 09, 2025, Valid
Mumbai, Mumbai Suburban, till Cancelled
Maharashtra, 400072
Unit Bearing Number 2.1, Survey
Number 51, Hissa No.18, Second
Floor Of The Society Known As
4. Roop Industrial Premises Co-
Operative Society Limited Andheri
- Kurla Road, Opposite Sakinaka
Andheri (East), Mumbai – 400072
Unit Bearing Number 2.3, Survey
Number 51, Hissa No. 18 Second
Floor Of The Society Known As
Roop Industrial Premises Co- Intimation Receipt number
5. 891029133/ L Ward/
Operative Society Limited Application for Addition in Commercial II
Andheri - Kurla Road, Opposite GST as Additional Premises is
Sakinaka Andheri (East), Mumbai in process.
dated October 16, 2025 valid
– 400072 till Cancelled
Unit Number 2.5 Second Floor Of
The Society Known As Roop
Industrial Premises Co-Operative
Society Limited Plot No. 2,
Survey No. 51, Hissa No. 17, CTS
6.
No. 735 Of Village Mohili, Taluka
Kurla, Mumbai Suburban District.
Andheri-Kurla Road, Opposite
Sakinaka Telephone Exchange,
Andheri (East), Mumbai - 400072.

299
 Registration under Shops
S. GST Registration Act of Respective State /
Description State
No Certificate Factories Act as the case
may be
Intimation receipt number:
Star Delta Elect, 104 A K Pl No.5, 891016109 / L Ward /
A B H Nandjyot, Ind Estate, Kurla, COMMERCIAL II
7.
Mumbai, 400072,
Dated September 09, 2025
Valid till Cancelled
8th floor in the “B” wing of
"TARA" in Srishti Complex,
"Tara Co-Operative Housing
Society Ltd" Survey No. 47b,
8. Company Guest House
Hissa No. 2, CTS No. 73, 73/1 &
2, and 73B 74, 74/1 & 2 of Village
Tungwa Saki Vihar Road, Powai,
Mumbai – 400072.
Gala Number 8, Ground floor
Roop Industrial Premises Co- Intimation Receipt number
Operative Society Limited Shri 891029133/ L Ward/
9.
Naka Andheri - Kurla Road, Commercial II dated October
Opposite Sakinaka Andheri 16, 2025
(East), Mumbai – 400072
Gala No. 107, 1st Floor of a
Building known as “Bhullar Star
Industrial Premises” Andheri
10.
Kurla Road, Near Telephone
Application for for Addition in Intimation receipt No.
Exchange, Location: Sakinaka
GST as Additional Premises is 891016142 / L Ward /
Andheri East Mumbai 400072 in process. COMMERCIAL II dtd.
Gala No 106, Floor of "Bhullar September 2025,
valid till cancelled
Star Industrial Premises" Village:-
11. Mohili, Andheri kurla Road, Near
Telephone Exchange, Andheri
East, Mumbai 400072
Application for Registration
Unit No. 17, 2nd Floor, Khanna under Factories Act filed vide
12. Estate, Village:- Saki Vijay Print acknowledgement no.
Road, Sakinaka, Mumbai-400072 100016222502 dtd. October
16, 2025
Second Floor, Seat No - E234, Unit
- 202, Ef3 Mall, Mathura Road, Sec
13. Virtual Space
- 20a, Faridabad, Faridabad,
Haryana, 121001
Registration Number:-
Sunsat Real Estate Services Private 06AADCF9789R1ZH dated
Limited, Khasra No. 14//6, 7, 13, Haryana August 02, 2024 Last Modified
14, 15, 17, 18, 23, 24, 25 16//1, 2, on August 15, 2024 Valid till
14. 9, 10, 11 12/1, 17//3, 4, 5, 6, 7, 8, Cancelled Virtual Space
Village Binola, Tehsil Manesar
Gurgaon, Binola, Gurugram,
Haryana, 122413

300
 Registration under Shops
S. GST Registration Act of Respective State /
Description State
No Certificate Factories Act as the case
may be
Block C, Embassy Industrial Parks
Private Limited, Village Pathredi,
15. Virtual Space
Tehsil -Manesar, Pathrari,
Gurugram, Haryana, 122413
Desk No-A050, Salap Kali Tala, West
16. Near JhoolTola Pool, Kantlia, Bengal Virtual Space
Registration Number:-
Howrah, West Bengal, 711409
19AADCF9789R1ZA Issued
L.R. Dag No 174, 175, 176, 177, on January 14, 2025
178, 179, 180, 181,
17. 182,185,186,187, L. R Khaitan
dated May 06, 2025 Valid till Virtual Space
No-5820, J.L No-11, Situated At
Cancelled
Mouza- Belumilki, Belumilki,
Hooghly, West Bengal, 712223
Registration Number:-
24AADCF9789R1ZJ
Old Computerized Survey No
.119/3, Sutrai Faliya K K Farm, Registration as Vyavasaya
18. Gujarat dated January 04, 2024 Vera, Form No.4 dated
Pardi, Sarodhi, Valsad, Gujarat,
October 16, 2025
396185 Last Modified on April 11,
2025 Valid till Cancelled
2nd Floor-Partition B, No 15, 1st Karnataka
Main Road Pattegarapalya,
19. Vijaynagar North, Bengaluru, Virtual Space
Bengaluru Urban, Karnataka,
560079
Survey Numbers 231 and 232 Registration Number:-
Soukya Road, Samethanahalli 29AADCF9789R1Z9 Issued
Village, Anugondanahalli Hobli, on July 27, 2024
20. Virtual Space
HoskoteTaluk, Bengaluru,
Bengaluru Rural, Karnataka, dated May 02, 2025 Valid till
560067 Cancelled
No. 42/1 & 43, Kacherakanahalli
Village, JadigenahalliHobli,
21. HoskoteTaluk, Bengaluru, Virtual Space
Bengaluru Rural, Karnataka,
560067

Registrations related to Labour Laws:

301
 Date of
S. Issuing Date of
Description Address License Number issue/
No. Authority Expiry
Renewal
M/s. Fractal
Industries
Limited,
Registration
Gala 212, Last
under the Regional Office,
Bhullar Star Modified Valid till
1. Employees THTHA3584418000 Thane(Mumbai-
Indl. Estate, Dated Cancelled
Provident II)
fund(EPF) Andheri May10 ,
Kurla Road, 2025
Andheri
East,400072
M/s. Fractal
Industries
Registration Limited,
under the Gala 212, Last
Employees State
Employees Bhullar Star Modified Valid till
2. 35001033620001099 Insurance
State Insurance Indl. Estate, Dated Cancelled
Corporation
Corporation Andheri May 10 ,
(ESIC) Kurla Road, 2025
Andheri
East,400072
Business Related Approvals:
S. Address of Issuing Date of Date of
Description Registration Number
No. Premises Authority issue Expiry
M/s. Fractal
Industries Limited,
Flat No. 212,
Bhullar Star February
Premises Co- 25, 2021
Ministry of
Udyam operative Society
Micro Small &
Registration Ltd, Samita Last Valid till
1. UDYAM-MH-18-0050024 Medium
Certificate Complex, Andheri modified Cancelled
Enterprises,
Kurla Road, dated
Mumbai
Andheri East, May 08,
Mumbai Suburban, 2025
Mumbai,
Maharashtra.
400072,
M/s. Fractal
Industries Limited,
Gala 212, Bhullar
Star Industrial
Legal Entity
Estate, February February
2. LEI 984500U4A5X557C1B750 Identifier
Andheri-Kurla 22, 2024 22, 2026
IndiaLimited
Road, Andheri
East, Mumbai -
400072,
Maharashtra

302
 S. Address of Issuing Date of Date of
Description Registration Number
No. Premises Authority issue Expiry
M/s. Fractal
Industries Private
February
Limited
Ministry of 13, 2020
Gala 212, Bhullar
Commerce and
Star Industrail
Import Export Industry Last Valid till
3. Estate, Andheri AADCF9789R
Code (IEC) Directorate modified Cancelled
KurlaRoad,
General of dated
Andheri East,
Foreign Trade May 13,
Mumbai,
2024
Maharashtra-
400072
ISO
13485:2016
M/s. Fractal
(Design, Industries Private
Development Limited,
and
Staunchly
Manufacturing Gala 212, Bhullar
Management
of Medical Star Industrial Certificate Number:- December December
4. And System
Functional Estate, Andheri IN58653H 28, 2024 27, 2027
Services
Apparel, Kurla Road,
Limited
Posture Andheri East,
Correction Mumbai
Belts Maharashtra-
And Medical 400072
Clothing)

Intellectual Property
Trademark /
Copyright
Brand Name/Logo Date of Current
[Link] Class Application / Owner Authority
Trademark Application Status
Registration
Number
Class and description of
the work:
Artistic work artistic Diary Number:
work 7ATE9 presented 15819/2024- M/s. Fractal Copyright
5. May17,
inunique writing style in CO/A Industries Office,
NA 2024 Registered
black color Registration Private Government
Number : Limited of India
A-154528/2024

Device” FF LOGO”
6. M/s. Fractal Trade Mark
May 15, Formalities
24 7009359 Industries Registry,
2025 Chk Pass
Limited Mumbai

303
 Device” FF LOGO”
7. M/s. Fractal Trade Mark
May 15, Formalities
25 7009360 Industries Registry,
2025 Chk Pass
Limited Mumbai

Device” FF LOGO”
8. M/s. Fractal Trade Mark
May 15, Formalities
35 7009361 Industries Registry,
2025 Chk Pass
Limited Mumbai

Domain Name
Registrant
Registry
Domain Name Name, ID Creation
[Link] Registry Domain ID Expiry
and ID and Date
Date
Address
Registry Domain ID:
IANA ID:
DF302BFFD6F184F9AA4CCBECA74B6BAB3- February February
1. [Link] 801217
IN 11, 2025 11, 2026

Licenses Applied For:

Existing
S. Application
Particulars Premises Registration no. Status
No Number
if any
Unit No. 17, 2nd Floor, Khanna
Registration under Estate, Village:- Saki Vijay Print -- October 16,
1. 100016222502
Factories Act Road, Sakinaka, Mumbai- 2025
400072
In addition to above licenses and approvals and except as stated in this chapter, it is hereby mentioned that no application
has been made for license / approvals required by the Company and no approval is pending in respect of any such
application made with any of the authorities except that for change of name of the Company pursuant to change of its
constitution from Partnership firm to Public Limited Company.

Subsidiary Company M/s. Nested Brands Private Limited

APPROVALS PERTAINING TO INCORPORATION, NAME AND CONSTITUTION OF OUR COMPANY
S Nature of Issuing Date of Date of
CIN Applicable Law
No Registration Authority certificate Expiry
Certificate of
Incorporation Registrar of
of Companies,
Companies Act April 26, Valid till
1. “Nested U74909MH2025PTC446902 Central
2013 2025 Cancelled
Brands Registration
Private Centre
Limited”
APPROVALS / LICENSES / PERMISSIONS IN RELATION TO OUR BUSINESS:
Tax Related Approvals:

304
 Address of Place
Registration Issuing Date of Date of
[Link] Description of Business /
Number Authority issue Expiry/Renewal
Premises
Permanent
M/s. Nested
Account Income Tax April 26, Valid till
1. Brands Private AAKCN4200A
Number Department 2025 Cancelled
Limited
(PAN)
M/s. Nested
Brands Private
Limited
Tax
Gala 212, Bhullar
Deduction
Star Industrial
and
Estate, Andheri
Collection Income Tax April 26, Valid till
2. Kurla Road, MUMN36793B
Account Department 2025 Cancelled
Sakinaka,
Number
Mumbai, Mumbai
(TAN)
Suburban,
Maharashtra,
400072

M/s. Nested
Brands Private
Limited,

Gala 212, Bhullar

Star Industrial Goods and June 23,
GST 2025
Estate, Andheri Services Tax Valid till
3. Registration 27AAKCN4200A1Z1
Kurla Road, department, Cancelled
Certificate
Sakinaka, Maharashtra
Mumbai, Mumbai
Suburban,
Maharashtra,
400072

Registrations related to Other Laws:

S. Description Address of the License Issuing Date of issue Date of
No. Premises Number Authority Expiry/Renewal
1. Intimation Under M/s. Nested Brands Application Id Labor October 07, Valid till
Maharashtra Private Limited, Number: department 2025 Cancelled
shops and 891025683/ L- Maharashtra,
establishment act Gala No.212, Ward/ Mumbai
2017 Bhullar Star Commercial II
Industrial Estate,
Andheri Kurla
Road, Sakinaka,
Mumbai, Mumbai
Suburban,
Maharashtra,
400072

305
 SECTION XI – INFORMATION WITH RESPECT TO GROUP COMPANIES
The definition of “Group Companies” pursuant to the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018, to include companies (other than promoter(s) and subsidiary/subsidiaries) with which there were related party
transactions, during the period for which financial information is disclosed, as covered under the applicable accounting
standards and also other companies as are considered material by the Board.
Pursuant to a Board resolution dated October 14, 2025 our Board has identified companies with which there were related
party transactions, during the period for which financial information is disclosed and formulated a policy to identify other
companies which are considered material to be identified as group companies, pursuant to which following companies are
identified as Group Companies of our Company:
1. Sociohub Private Limited
DETAILS OF OUR GROUP COMPANY
In terms of the SEBI ICDR Regulations, the following information based on the audited financial statements, in respect of
Group Companies, for the last three years shall be hosted on the website of our Company:
• Reserves (excluding revaluation reserve)
• Sales
• Profit after tax
• Basic earnings per share
• Diluted earnings per share and
• Net asset value per share
1. Sociohub Private Limited
Registered Office:
Office No. 519, 5th Floor, Lodha Supremus, Next to Lodha Eternis, 11th road, MIDC, Andheri (East), Chakala Midc,
Mumbai, Maharashtra, India, 400093.
Financial Information:
As required under the SEBI ICDR Regulations, financial information of Sociohub Private Limited are available on
[Link] derived from the audited financial statements for the financial years ended March 2024, March
2023 and March 2022.
Current line of business: Digital marketing, concept marketing, Social Media Marketing, content marketing, Email
marketing, website development, app making services, PR marketing and to provide above services online through portals,
websites, blogs, online platforms, online social media and through mobile apps.
PENDING LITIGATIONS
There is no pending litigation involving any of the above-mentioned group company which has a material impact on our
company. However, for details of Outstanding Litigation against our Company and Group Company, please refer to chapter
titled “Outstanding Litigation and Material Developments” beginning on the page no. 287 of this Draft Red Herring
Prospectus.
GENERAL DISCLOSURE
➢ None of the securities of our Group Company are listed on any stock exchange and our Group Company has not made
any public and/or rights issue of securities in the preceding three years.
➢ Our Group Company is not involved in any default in meeting any Statutory/bank/institutional dues and no
proceedings have been initiated for economic offences against any of the Group Company.
➢ Our Group Company has not been debarred from accessing the capital market for any reasons by the SEBI or any
other authorities.
➢ Our Group Company has not been identified as a Willful Defaulter or Fraudulent Borrower.
COMMON PURSUITS
Our Group Company is not involved in ventures which are in the same line of business as our Company.
RELATED BUSINESS TRANSACTIONS WITHIN OUR GROUP COMPANY AND SIGNIFICANCE ON THE

306
FINANCIAL PERFORMANCE OF THE COMPANY
Except as disclosed in the Related Party Transactions in the chapter titled “Restated Financial Statements” beginning on
page 215 of this Draft Red Herring Prospectus, there are no other related business transactions between the Group Company
and our company.
BUSINESS INTERESTS AMONGST OUR COMPANY AND GROUP COMPANIES
Except as disclosed in “Annexure 31 - Related Party Transactions” of the chapter titled as “Restated Financial
Statements” beginning on page 215 of this Draft Red Herring Prospectus, our Group Company do not have any business
interest in our Company.
OTHER CONFIRMATIONS
Our Group Company is not listed on any stock exchange. Our Group Company has not made any public or rights issue of
securities in the preceding three years.
DETAILS OF LISTED DEBT SECURITIES OF OUR GROUP COMPANIES
As on date of this Draft Red Herring Prospectus, no debt securities issued by our Group Company are listed on any stock
exchange in India or abroad.
DISSOCIATION OF PROMOTERS IN THE LAST THREE YEARS
Our individual Promoters have not disassociated themselves from any Company/entity in the last three years.
CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE YEARS
Except as mentioned under the paragraph Changes in Significant Accounting Policies, under chapter titled “Restated
Financial Statements” beginning on page no. 215 of the Draft Red Herring Prospectus, there have been no changes in the
accounting policies in the last three years.

307
 SECTION XII – OTHER REGULATORY AND STATUTORY DISCLOSURES

AUTHORITY FOR THE ISSUE

Corporate Approvals
The Board of Directors has, pursuant to a resolution passed at its meeting held on September 10, 2025, authorized the Issue,
subject to the approval of the shareholders of the Company under Section 62(1)(c) and all other applicable provisions of
the Companies Act, 2013.
The shareholders of the Company have, pursuant to a special resolution passed in Extra Ordinary General Meeting held on
September 11, 2025, authorized the Issue under Section 62(1)(c) and all other applicable provisions of the Companies Act,
2013.
Our Board has approved the Draft Red Herring Prospectus through its resolution dated October 18, 2025.
In-Principal Approval
Our Company has received an In-Principle Approval letter dated [●] from BSE Limited for using its name in this Draft
Red Herring Prospectus for listing our shares on the SME Platform of BSE Limited is the Designated Stock Exchange for
the purpose of this Issue.
PROHIBITION BY SEBI, RBI OR GOVERNMENTAL AUTHORITIES
We confirm that our Company, Promoters, Promoter Group and Directors have not been declared as wilful defaulter(s) or
fraudulent borrowers by the SEBI, RBI or any other governmental authority. Further, there has been no violation of any
securities law committed by any of them in the past and no such proceedings are currently pending against any of them.
CONFIRMATIONS
We confirm that our Company, Promoters, Promoter Group or Directors have not been prohibited from accessing or
operating in the capital markets under any order or direction passed by SEBI or any other regulatory or Governmental
Authority.
• Neither our Company, nor Promoters, Promoter Group, nor any of our Directors or persons in control of our Company
are/were associated as promoter, directors or persons in control of any other Company which is debarred from
accessing or operating in the capital markets under any order or directions made by the SEBI or any other regulatory
or Governmental Authorities.
• None of our Directors are associated with the securities market and there has been no action taken by the SEBI against
the Directors or any other entity with which our Directors are associated as Promoter or Director.
• Neither our Promoters, nor Promoter Group, nor any of our Directors is declared as Fugitive Economic Offender.
• Neither our Company, nor our Promoters, nor Promoter Group nor our Directors, are Wilful Defaulters or fraudulent
borrowers.
PROHIBITION BY RBI
Neither our Company, nor Promoters, nor Promoter Group, nor any of our Directors or the person(s) in control of our
Company have been identified as a wilful defaulter or fraudulent borrowers by the RBI or other governmental authority
and there has been no violation of any securities law committed by any of them in the past and no such proceedings are
pending against any of them except as details provided under chapter titled “Outstanding Litigations and Material
Developments” beginning on page 287 of this Draft Red Herring Prospectus.
PROHIBITION WITH RESPECT TO WILFUR DEFAULTER OR A FRAUDULENT BORROWER
Neither our Company, our Promoters, our Directors, Group companies, relatives (as per Companies Act, 2013) of
Promoters or the person(s) in control of our Company have been identified as wilful defaulters or a fraudulent borrower as
defined by the SEBI ICDR Regulations, 2018.
DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET:
Our Company, our Promoters, our Directors and our Promoter’s Group, person(s) in control of the promoters or issuer,
have not been prohibited from accessing the capital market or debarred from buying, selling, or dealing in securities under
any order or direction passed by SEBI or any securities market regulators in any other jurisdiction or any other authority/
court.

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COMPLIANCE WITH THE COMPANIES (SIGNIFICANT BENEFICIAL OWNERSHIP) RULES, 2018
Under the SBO Rules certain persons who are ‘significant beneficial owners’, are required to intimate their beneficial
holdings to our Company in Form no. BEN-1. As on date of Draft Red Herring Prospectus, there are no such significant
beneficial owners in our Company.
ELIGIBILITY FOR THE ISSUE
Our Company is eligible in terms of Regulations 230 of SEBI (ICDR) Regulations for this issue.
Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations; and this issue is an Initial Public Issue in
terms of the SEBI (ICDR) Regulations.
Our Company is eligible for the Issue in accordance with Regulation 229(1) and other provisions of Chapter IX of the
SEBI (ICDR) Regulations 2018, as we are an Issuer whose post Issue face value paid-up capital is less than or equal to ten
(10) crore and can Issue Equity Shares to the public and propose to list the same on the SME Platform of BSE Limited.
We confirm that:
1. In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this issue will be 100% underwritten and that the
Book Running Lead Manager to the Issue shall underwrite minimum 15% of the Total Issue Size. For further details
pertaining to said underwriting please refer to chapter titled “General Information” beginning on page 56 of this Draft
Red Herring Prospectus.
2. In accordance with Regulation 268 of the SEBI (ICDR) Regulations, we shall ensure that the total number of proposed
allottees in the Issue shall be greater than or Equal to two hundred (200), otherwise, the entire application money will
be unblocked forthwith. If such money is not repaid within Four (4) Working Days from the date our Company
becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of Four (4) Working
Days, be liable to repay such application money, with an interest at the rate as prescribed under the Companies Act,
2013.
3. In terms of Regulation 246(5) of the SEBI (ICDR) Regulations, we shall ensure that our Book Running Lead Manager
submits a copy of the Prospectus along with a Due Diligence Certificate including additional confirmations as required
to SEBI at the time of filing the Prospectus with Stock Exchange and the Registrar of Companies. Further, in terms of
Regulation 246(2), SEBI shall not issue observation on the Draft Red Herring Prospectus/ Red Herring Prospectus /
Prospectus.
4. In accordance with Regulation 261(1) of the SEBI (ICDR) Regulations, we hereby confirm that we will enter into an
agreement with the Book Running Lead Manager and with Market Maker to ensure compulsory Market Making for a
minimum period of three (3) years from the date of listing of Equity Shares on the SME Platform of BSE. For further
details of the arrangement of market making please refer to chapter titled “General Information” beginning on page
56 of this Draft Red Herring Prospectus.
5. In accordance with Regulation 228(a) of the SEBI (ICDR) Regulations, our Company, its promoters, promoter group
or directors are not debarred from accessing the capital markets by SEBI.
6. In accordance with Regulation 228(b) of the SEBI (ICDR) Regulations, the companies with which our promoters or
directors are associated as a promoter or director are not debarred from accessing the capital markets by SEBI.
7. In accordance with Regulation 228(c) of the SEBI (ICDR) Regulations, Neither the issuer nor any of its promoter or
directors is a wilful defaulter or a fraudulent borrower.
8. In accordance with Regulation 228(d) of the SEBI (ICDR) Regulations, None of the Issuer’s promoter or directors is
a fugitive economic offender.
9. In accordance with Regulation 229(4) of the SEBI (ICDR) Regulations, our Company has not been converted from
proprietorship/partnership firm or a limited liability partnership in the last financial year.
10. In accordance with Regulation 229 (5) of the SEBI (ICDR) Regulations, there has been no change of promoter of our
Company or there are no new promoter’s who have acquired more than fifty percent of the shareholding of our
Company.
11. In accordance with Regulation 230(1)(a) of the SEBI (ICDR) Regulations, Application is being made to SME Platform
of BSE and BSE is the Designated Stock Exchange.
12. In accordance with Regulation 230(1)(b) of the SEBI (ICDR) Regulations, our Company has entered into agreement
with depositories for dematerialization of specified securities already issued and proposed to be issued.
13. In accordance with Regulation 230(1)(c) of the SEBI (ICDR) Regulations, all the present Equity share Capital is fully
Paid-up.
14. In accordance with Regulation 230(1)(d) of the SEBI (ICDR) Regulations, all the specified securities held by the
promoter is already in dematerialized form.
15. In accordance with Regulation 230(1)(f) of the SEBI (ICDR) Regulations, the size of offer for sell by shareholding is
not exceeding twenty percent of the total Issue Size.

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16. In accordance with Regulation 230(1)(g) of the SEBI (ICDR) Regulations, the shares offered for sale by selling
shareholders is not exceeding fifty percent of such selling shareholder’s pre-issue shareholding on a fully diluted basis.
17. In accordance with Regulation 230(1)(h) of the SEBI (ICDR) Regulations, the object of the issue should not consist
of repayment of loan taken from promoter, promoter group or any related party, from the issue proceeds, directly or
indirectly.
We further confirm that we shall be complying with all the other requirements as laid down for such an Issue under Chapter
IX of SEBI (ICDR) Regulations, 2018 as amended from time to time and subsequent circulars and guidelines issued by
SEBI and the Stock Exchange.
1. Our Company has facilitated trading in demat securities and has entered into an agreement with both the depositories.
Our Company has entered into an agreement with Central Depositary Services Limited (CDSL) dated April 25, 2025
and National Securities Depository Limited (NSDL) dated April 25, 2025 for dematerialization of its Equity Shares
already issued and proposed to be issued.
2. In accordance with Regulation 245 (1) and (2) of the SEBI ICDR Regulation, 2018 read along with SEBI ICDR
(Amendment) Regulations, 2025, the offer documents shall contain the following:
a) All material disclosures which are true and adequate so as to enable the applicants to take an informed investment
decision;
b) Disclosures specified in the Companies Act, 2013;
c) Disclosures specified in Part A of Schedule VI;
d) Details pertaining to Employees’ Provident Fund and Employee State Insurance Corporation;
e) Fees of Book Running Lead Manager
3. In accordance with Regulation 246 of the SEBI ICDR Regulation, 2018 read along with SEBI ICDR (Amendment)
Regulations, 2025 the Book Running Lead Manager shall ensure that the issuer shall file copy of the Prospectus with
SEBI along with relevant documents as required at the time of filing the Prospectus to SEBI.
4. In accordance with Regulation 268 of the SEBI ICDR Regulation, 2018 read along with SEBI ICDR (Amendment)
Regulations, 2025, we shall ensure that the total number of proposed allottees in the Issue is greater than or equal to
two hundred (200), otherwise, the entire application money will be unblocked forthwith. If such money is not
unblocked within four (4) days from the date our Company becomes liable to unblock it, then our Company and every
officer in default shall, on and from expiry of fourth day, be liable to unblock such application money with interest as
prescribed under the SEBI ICDR Regulations, and amendments thereto, the Companies Act 2013 and applicable laws.
5. Our Company has a website i.e. [Link]
6. The Equity Shares of our Company held by our Promoters are in dematerialized form; and
7. All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this
Draft Red Herring Prospectus.
8. There has been no change in the promoter(s) having significant change in control over the affairs of the Company in
the one year preceding the date of filing application to SME Platform of BSE.
Our Company also complies with the eligibility conditions laid by the SME Platform of BSE Limited for listing of our
Equity Shares. The point wise Criteria for SME Platform of BSE Limited and compliance thereof are given hereunder;
1. Our Company was incorporated as “Fractal Industries Private Limited” as a private limited company under the
provisions of the Companies Act, 2013 vide Certificate of Incorporation dated January 9, 2020, issued by Assistant
Registrar of Companies, Central Registration Centre. Further, our Company was converted from a private limited
company to public limited company pursuant to special resolution passed in the Extra-Ordinary General Meeting of
our Company dated February 24, 2025 and consequently, the name of our Company was changed from “Fractal
Industries Private Limited” to “Fractal Industries Limited” and a fresh certificate of incorporation dated March 13,
2025 was issued to our Company by the Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar
of Companies, Central Processing Centre. The Corporate Identification Number of our Company is
U14101MH2020PLC335773.
2. As on the date of this Draft Red Herring Prospectus, the Company has a Paid-up Capital of ₹ 5,58,02,670 comprising
of 55,80,267 Equity shares and the Post Issue Paid up Capital of the company will be ₹ [●] Lakh comprising [●] Equity
Shares, which is less than ₹ 25 Crores.
3. Based on the Restated Consolidated Financial Statements as on June 30, 2025, the Company’s net tangible assets for
the period ended on June 30, 2025 was more than ₹ 3 Crores and the working is given below:
(In ₹ Lakhs)
Particulars June 30, 2025
Net Assets 1930.11

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 Less: Intangible Assets and Intangible Assets under 0.00
Development
Net Tangible Assets 1930.11
4. Our Company was incorporated as private limited company under the name “Fractal Industries Private Limited”,
under the provisions of the Companies Act, 2013 and the Certificate of Incorporation was issued by Assistant Registrar
of Companies, Central Registration Centre, on January 9, 2020. Hence, our Company has track record of more than
three years as on date of filing of this Draft Red Herring Prospectus.
5. Based on the Restated Consolidated Financial Statements, Company’s net worth for the period ended June 30, 2025
and for the 3 preceding financial years preceding the application date is given below and it has Net worth of atleast ₹
1 Crore for 2 preceding full financial years:
(In ₹ Lakhs)
Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Standalone Standalone Consolidated Consolidated
Paid-Up Share Capital 50.00 50.00 50.00 50.00
Reserves created out of 1880.11 1519.61 765.85 539.17
the profits and securities
premium account and
debit or credit balance
of profit and loss
account
Net Worth 1930.11 1569.61 815.85 589.17
6. The Company confirms that it has operating profit (earnings before interest, depreciation and tax) from operations for
for atleast 2 out of 3 previous financial years preceding the application date as per the Restated Consolidated Financial
Statements.
(In ₹ Lakhs)
Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Standalone Standalone Consolidated Consolidated
Net Profit before Tax 435.18 909.81 273.59 320.69
Add: Finance Cost 61.83 175.69 96.67 61.04
Add: Depreciation and 6.51 29.31 34.97 31.39
Amortisation Expenses
Operating Profit 503.52 1114.81 405.23 413.12
(EBITDA)
7. The Leverage ratio (Total Debts to Equity) of the Company as on period ended June 30, 2025 is 1.28:1 which is less
than the limit of 3:1. The working is given below:
(In ₹ Lakhs)
Particulars June 30, 2025
Long Term Borrowings 614.20
Short Term Borrowings 1861.36
Total Debt (A) 2475.56
Net Worth (B) 1930.11
Debt-Equity Ratio (A/B) 1.28
8. The Company confirms that no regulatory action of suspension of trading against the promoter(s) or companies
promoted by the promoters by any stock Exchange having nationwide trading terminals.
9. The Company further confirms that the Promoters or directors are not the promoters or directors (other than
independent directors) of compulsory delisted companies by the Exchange and neither are they the promoters or
directors of such companies on which the consequence of compulsory delisting is applicable/attracted or companies
that are suspended from trading on account of noncompliance.

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 10. Our Company confirms that the directors are not disqualified/ debarred by any of the Regulatory Authority.
11. Our company confirms that there are no pending default in respect of payment of interest and/or principal to the
debenture/ bond/ fixed deposit holders by the applicant company, promoters/ promoting company(ies), Subsidiary
Companies.
12. There has been no change in name of company within the last one year.
13. Our Company has a website i.e. [Link]
14. The Equity Shares of our Company held by our Promoters are in dematerialized form.
15. Our company has facilitated trading in demat securities and has entered into an agreement with both the depositories.
Our Company has entered into an agreement for registration with the Central Depository Services Limited (CDSL)
dated April 25, 2025 and National Securities Depository Limited dated April 25, 2025 for establishing connectivity.
16. There has been no change in the promoters of the company in preceding one year from date of filing the application
to BSE for listing under SME segment.
17. The composition of the board is in compliance with the requirements of Companies Act, 2013 at the time of in-principle
approval.
18. The Net worth of our company as mentioned above is computed as per the definition given in SEBI (ICDR)
Regulations.
19. Our Company has not been referred to NCLT under the Insolvency and Bankruptcy Code, 2016.
20. There is no winding up petition against the company, which has been admitted by a Court of competent jurisdiction
or a liquidator has not been appointed.
21. The Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR) or no proceedings
have been admitted under the Insolvency and Bankruptcy Code against the issuer and Promoting companies.
22. None of the Directors of our Company have been categorized as a Wilful Defaulter or fraudulent borrowers.
23. The directors of the issuer are not associated with the securities market in any manner, and there is no outstanding
action against them initiated by the Board in the past five years.
24. We confirm that:
i. There is no material regulatory or disciplinary action taken by a stock exchange or regulatory authority in the past one
year in respect of promoters/ promoting company(ies), group companies, companies promoted by the promoters/
promoting company(ies) of the applicant company.
ii. There is no default in respect of payment of interest and/or principal to the debenture/ bond/ fixed deposit holders,
banks, FIs by the applicant, promoters/ promoting company(ies), group companies, companies promoted by the
promoters/ promoting company(ies) during the past three years.
iii. There are no litigations record against the applicant, promoters/ promoting company(ies), group companies, companies
& promoted by the promoters/ promoting company(ies) except as stated in the chapter titled “Outstanding Litigation
and Material Developments” beginning on page 287 of this Draft Red Herring Prospectus.
iv. There are no criminal cases/ investigation/ offences filed against the director of the company except as stated in the
chapter titled “Outstanding Litigation and Material Developments” beginning on page 287 of this Draft Red Herring
Prospectus.
We further confirm that we comply with all the above requirements/ conditions so as to be eligible to be listed on the SME
Platform of BSE.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF ISSUE DOCUMENT TO THE
SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR
CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE
ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THE ISSUE DOCUMENT. THE BOOK RUNNING
LEAD MANAGER, FINAAX CAPITAL ADVISORY PRIVATE LIMITED HAS CERTIFIED THAT THE

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DISCLOSURES MADE IN THE ISSUE DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE
INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED
ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE ISSUE DOCUMENT, THE BOOK RUNNING LEAD MANAGER, FINAAX CAPITAL
ADVISORY PRIVATE LIMITED IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE BOOK RUNNING LEAD MANAGER, FINAAX CAPITAL ADVISORY PRIVATE LIMITED,
HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED OCTOBER 18, 2025. IN THE
FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY AND/ OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO
TAKE UP AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER ANY
IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS/RED HERRING
PROSPECTUS/PROSPECTUS.
ALL APPLICABLE LEGAL REQUIREMENTS PERTAINING TO THIS ISSUE WILL BE COMPLIED WITH
AT THE TIME OF FILING OF THE PROSPECTUS WITH THE REGISTRAR OF COMPANIES, MUMBAI IN
TERMS OF SECTION 26 AND 30 OF THE COMPANIES ACT, 2013.
CAUTION - DISCLAIMER FROM OUR COMPANY AND THE BOOK RUNNING LEAD MANAGER
(“BRLM”)
Our Company and the Book Running Lead Manager accepts no responsibility for statements made otherwise than in this
Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our instance and anyone placing
reliance on any other source of information, including our website, [Link] 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
entered between the Book Running Lead Manager and our Company on October 11, 2025 and the Underwriting Agreement
dated [●] entered into between our Company, Book Running Lead Manager and Underwriter, and the Market Making
Agreement dated [●] entered into among our Company, Book Running Lead Manager and Market Maker.
All information will be made available by our Company and the Book Running Lead Manager to the public and investors
at large and no selective or additional information would be available for a section of the investors in any manner
whatsoever including at road show presentations, in research or sales reports, at collection centres or elsewhere. Neither
our Company nor any member of the Syndicate shall be liable to the Applicants for any failure in uploading the
Applications, due to faults in any software or hardware system, or otherwise; the blocking of Application Amount in the
ASBA Account on receipt of instructions from the Sponsor Bank on account of any errors, omissions or noncompliance
by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism.
The Book Running Lead Manager and their respective associates and affiliates may engage in transactions with, and
perform services for, our Company, our subsidiary, our Promoter Group, Group Entities, or our affiliates or associates in
the ordinary course of business and have engaged, or may in future engage, in commercial banking and investment banking
transactions with our Company, our Promoter Group, Group Entities, and our affiliates or associates, for which they have
received and may in future receive compensation.
DISCLAIMER CLAUSE OF THE BSE
As required, a copy of the Draft Red Herring Prospectus shall be submitted to the BSE SME. The Disclaimer Clause as
intimated by the BSE SME to us, post scrutiny of the Draft Red Herring Prospectus, shall be included in the Prospectus
prior to the filing with RoC.
COMPLIANCE WITH PART A OF SCHEDULE VI OF THE SEBI ICDR REGULATIONS AND
AMENDMENTS THERETO

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Our Company is in compliance with the provisions specified in Part A of Schedule VI of the SEBI ICDR Regulations and
amendments thereto. No exemption from eligibility norms has been sought under Regulation 300 of the SEBI ICDR
Regulations, with respect to the Issue.
DISCLAIMER FROM OUR COMPANY AND THE BOOK RUNNING LEAD MANAGER
Our Company, our Directors, our Promoter and the Book Running Lead Manager accept no responsibility for statements
made otherwise than those contained in this Draft Red Herring Prospectus or, in case of the Company, in any 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 accept no responsibility, save to the limited extent as provided in the Agreement entered
between the Book Running Lead Manager and our Company on October 11, 2025 and the Underwriting Agreement dated
[●] entered into between the Underwriters and our Company and the Market Making Agreement dated [●] entered into
among the Market Maker and our Company. All information shall be made available by our Company and the Book
Running Lead Manager to the public and investors at large and no selective or additional information would be available
for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports,
at collection centers or elsewhere.
The Book Running Lead Manager and their respective associates and affiliates may engage in transactions with, and
perform services for, our Company, our Promoter Group, Group Entities, or our affiliates or associates in the ordinary
course of business and have engaged, or may in future engage, in commercial banking and investment banking transactions
with our Company, our Promoter Group, Group Entities, and our affiliates or associates, for which they have received and
may in future receive compensation.
Note: Investors that apply in this Issue will be required to confirm and will be deemed to have represented to our Company,
the Underwriters and Book Running Lead Manager and their respective directors, officers, agents, affiliates and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity
Shares of our company and will not offer, sell, pledge or transfer the Equity Shares of our company to any person who is
not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our company.
Our Company, the Underwriters and the Book Running Lead Manager and their respective directors, officers, agents,
affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is
eligible to acquire Equity Shares of our company.
DISCLAIMER IN RESPECT OF JURISDICTION
This 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
applicable laws in India and authorized to invest in equity shares, Indian Mutual Funds registered with SEBI, Indian
financial institutions, commercial banks, regional rural banks, co-operative banks (subject to permission from the RBI),
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, state industrial
development corporations, provident funds (subject to applicable law), 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 Draft
Red Herring Prospectus does not, however, constitute an issue to sell or an invitation to subscribe to Equity Shares issued
hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any
person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about, and
to observe, any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate
court(s) at Mumbai, Maharashtra, 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.
Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and this Draft Red
Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable
in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the affairs of our Company since the date hereof or
that the information contained herein is correct as of any time subsequent to this date.
No person outside India is eligible to Bid for Equity Shares in the Issur unless that person has received the preliminary

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offering memorandum for the Issue, which contains the selling restrictions for the Issue outside India.
DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT, 1993
The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the “Securities
Act”) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for
the account or benefit of, “U.S. persons“ (as defined in Regulations of the Securities Act), except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares
will be offered and sold (i) in the United States only to “qualified institutional buyers”, as defined in Rule 144A of the
Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulation S under the Securities
Act and in compliance with the applicable laws of the jurisdiction where those offers and sales occur.
Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in
compliance with Regulations under the Securities Act and the applicable laws of the jurisdictions where those offers
and sales occur.
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction. Further, each applicant, wherever requires, agrees that such
applicant will not sell or transfer any Equity Share or create any economic interest therein, including any off-shore
derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in
compliance with applicable laws and legislations in each jurisdiction, including India.
FILING OF DRAFT RED HERRING PROSPECTUS/ RED HERRING PROSPECTUS/PROSPECTUS WITH
THE BOARD AND THE REGISTRAR OF COMPANIES
The Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus shall be filed with SME Platform of BSE
Limited (the “BSE SME”) in terms of Regulation 246 (2) of SEBI ICDR Regulations.
Draft Red Herring Prospectus will not be filed with SEBI nor will SEBI issue any observation on the Draft Prospectus in
term of Regulation 246(2) of the SEBI ICDR Regulations. However, pursuant to Regulation 246(5) of SEBI ICDR
Regulations and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of
Prospectus will be filed online through SEBI Intermediary Portal at [Link]
A copy of Draft Red Herring Prospectus will be available on website of the company [Link] and Book
Running Lead Manager [Link]
A copy of the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus, along with the material contracts and
documents referred elsewhere in the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus, will be delivered
to the office of Registrar of Companies, Mumbai situated at 100, Everest, Marine Drive, Mumbai-400002, Maharastra,
India and the same will also be available on the website of the company [Link]
LISTING
Application will be made to the SME Platform of BSE Limited for obtaining permission to deal in and for an official
quotation of our Equity Shares. BSE SME is the Designated Stock Exchange, with which the Basis of Allotment will be
finalized for the issue.
The SME Platform of BSE Limited has given its in-principle approval for using its name in our Issue Documents for listing
our shares on the SME Platform of BSE Limited vide its letter dated [●].
If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the BSE SME, our
Company shall refund through verifiable means the entire monies received within the prescribed time of receipt of
intimation from stock exchanges rejecting the application for listing of specified securities, and if any such money is not
repaid within the prescribed time after the company becomes liable to repay it the company and every director of the
company who is an officer in default shall, on and from the expiry of the prescribed time, be jointly and severally liable to
repay that money with interest at the rate of fifteen per cent per annum.
Our Company will ensure that all steps for completion of necessary formalities for listing and commencement of trading
at the BSE SME mentioned above are taken within three (3) Working Days from the Issue Closing Date.
IMPERSONATION
Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013 which is reproduced below:

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“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 - any person who is found to be guilty of fraud
involving an amount of at least ₹10 (Ten) Lakh rupees or 1% (One per cent.) of the turnover of the company, whichever is
lower shall be punishable with imprisonment for a term which shall not be less than 6 (Six) months but which may extend
to 10 (Ten) years (provided that where the fraud involves public interest, such term shall not be less than 3 (Three) years)
and shall also be liable to fine which shall not be less than the amount involved in the fraud, but which may extend to 3
(Three) times the amount involved in the fraud.
Provided further that where the fraud involves an amount less than ₹10 (Ten) Lakh rupees or 1% (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 5 (Five) years or with fine which may extend to ₹50 (Fifty)
Lakh rupees or with both.
CONSENTS
Consents in writing of (a) Our Directors, Promoters, Company Secretary & Compliance Officer, Chief Financial Officer,
Senior Management Personnel (SMP), Statutory Auditors and Peer Review Auditor, Banker to the Company; (b) Book
Running Lead Manager to the Issue, Registrar to the Issue , Legal Advisor to the Issue , Banker to the Issue (Sponsor
Bank)*, Underwriter to the Issue* and Market Maker* to the Issue to act in their respective capacities have been obtained
as required under Section 26 of the Companies Act and will be filed along with a copy of the Prospectus with the RoC and
such consents will not be withdrawn up to the time of delivery of the Prospectus for registration with the RoC.
*The aforesaid will be appointed prior to filing of Prospectus with RoC and their consents will be taken while filing the
Prospectus with RoC.
Our Company has received written consent dated October 15, 2025 from M/s. Keyur Shah & Associates being Peer Review
Auditor, holding a valid peer review certificate from ICAI, to include their name as required under Section 26 (5) of the
Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as
defined under Section 2(38) of the Companies Act, 2013 and in respect of their (i) examination report dated October 14,
2025 relating to the Restated Financial Statement; included in this Draft Red Herring Prospectus and such consent has not
been withdrawn as on the date of this Draft Red Herring Prospectus.
EXPERTS OPINION
Except as stated below, our Company has not obtained any expert opinions:
Except for the report and certificates from Peer Review Auditors on financial matter, we have not obtained any other expert
opinions.
PARTICULARS REGARDING PUBLIC OR RIGHTS ISSUES DURING THE LAST 5 (FIVE) YEARS AND
PERFORMANCE VIS-À-VIS OBJECTS
Our Company has not made any previous public or rights issue during the last 5 (Five) years preceding the date of this
Draft Red Herring Prospectus except as disclosed in this Draft Red Herring Prospectus. Please refer to chapter titled
“Capital Structure” beginning on page 68 of this Draft Red Herring Prospectus.
PREVIOUS ISSUES OF EQUITY SHARES OTHERWISE THAN FOR CASH
For a detailed description, please refer to chapter titled “Capital Structure” beginning on page 68 of this Draft Red Herring
Prospectus.
COMMISSION OR BROKERAGE ON PREVIOUS ISSUES SINCE INCORPORATION OF THE COMPANY
Since this is the initial public offering of our Company’s 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 the Equity
Shares in the 5 (Five) years preceding the date of this Draft Red Herring Prospectus.

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CAPITAL ISSUE DURING THE PREVIOUS 3 (THREE) YEARS
Except as disclosed in the chapter titled “Capital Structure” beginning on page 68 of this Draft Red Herring Prospectus,
our Company has not made any capital issues in the last three years preceding the date of this Draft Red Herring Prospectus.
Further, our company does not have any listed Group Companies/ Subsidiaries/ Associates, hence issue of capital during
the last three years is not applicable.
PERFORMANCE VIS-À-VIS OBJECTS – PUBLIC / RIGHTS ISSUE OF OUR COMPANY
Further, as on the date of this Draft Red Herring Prospectus, our Company does not have any listed promoters, group
companies, subsidiaries or associates, Performance vis-à-vis Objects is not applicable.
STOCK MARKET DATA OF THE EQUITY SHARES
This being the initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any stock
exchange as on the date of this Draft Red Herring Prospectus, and accordingly, no stock market data is available for the
Equity Shares.
STATEMENT ON PRICE INFORMATION OF PAST ISSUES HANDLED BY FINAAX CAPITAL ADVISORY
PRIVATE LIMITED
For details regarding the track record of the public issues managed by Book Running Lead Manager as specified in Circular
reference CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI; please see the website of Book Running Lead
Manager i.e [Link].
Statement on Price Information of Past Issues handled by Finaax Capital Advisors Private Limited
Table 1:
+/- % Change in +/- % Change in +/- % Change
Closing Price, Closing Price, in Closing Price,
Opening (+/- % Change in (+/- % Change in (+/- % Change
Issue
S. Issue Price on Closing Closing in Closing
Issue Name Size (₹ Listing Date
No. Price (₹) Listing Benchmark) 30th Benchmark) 90th Benchmark)
in Cr.)
Date (₹) Calendar Days Calendar Days 180th Calendar
from from Days from
Listing Listing Listing
Initial Public Offering – Main Board – N.A.
Initial Public Offering – SME Exchange – N.A.
Summary Statement of Disclosure
Table 2:
Financ Tot Total No. of IPOs No. of IPOs No. of IPOs No. of IPOs
ial al amou trading at trading at trading at trading at
Year no. nt of discount-30th Premium-30th discount- 180th Premium- 180th
of funds calendar days from calendar days from calendar days from calendar days from
IP raised listing listing listing listing
Os (₹ Les Les Les Les
Cr.) Ove s Ove s Ove s Ove s
Betwe Betwe Betwe Betwe
r tha r tha r tha r tha
en 25- en 25- en 25- en 25-
50 n 50 n 50 n 50 n
50% 50% 50% 50%
% 25 % 25 % 25 % 25
% % % %
N.A.
Note: There is no listing track record till date by the Book Running Lead Manager, hence, the stated disclosure is not
applicable.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES

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The Registrar Agreement provides for 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 Exchange, 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.
Investors can contact the Company Secretary and Compliance Officer, the Book Running Lead Manager 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.
All grievances relating to the Issue, may be addressed to the Registrar to the Issue with a copy to the relevant Designated
Intermediary to whom the Application Form was submitted, giving full details such as name of the Applicant, Application
Form number, Applicant’s DP ID, Client ID, PAN, address of Applicant, number of Equity Shares applied for, ASBA
Account number in which the amount equivalent to the Application Amount was blocked or the UPI ID, date of Application
Form and the name and address of the relevant Designated Intermediary where the Application was submitted. Further, the
Applicant must enclose the Acknowledgment Slip or the application number from the Designated Intermediary in addition
to the documents or information mentioned hereinabove. All grievances relating to the Application submitted through
Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Issue.
In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15, 2018, SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 202, SEBI/HO/CFD/DIL2/CIR/P/2022/51 date April 20,2021 and
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 subject to applicable law, any ASBA Applicant whose
Application has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek
redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are
required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the
rate of 15% per annum for a delay beyond this period of 15 days. Further, the investors must be compensated by the SCSBs
at the rate higher of ₹100 per day or 15% per annum of the application amount in the event of delayed or withdrawal of
applications, blocking of multiple amounts for the same UPI application, blocking of more amount than the application
amount, delayed unblocking of amounts for the stipulated period. In an event there is a delay in redressal of the investor
grievance, the Book Running Lead Manager will compensate the investors at the rate higher of ₹100 per day or 15% per
annum of the application amount.
All grievances relating to the issue may be addressed to the Registrar to the Issue, giving full details such as name, address
of the applicant, application number, number of Equity Shares Application for, amount paid on application and the bank
branch or collection center where the application was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant
SCSB or the member of the Syndicate (in Specified Cities) or the Sponsor Bank, as the case may be, where the Application
Form was submitted by the ASBA Applicant or through UPI Mechanism, giving full details such as name, address of the
Applicant, Application number, UPI Id, number of Equity Shares applied for, amount blocked on application and
designated branch or the collection center of the SCSBs or the member of the Syndicate (in Specified Cities), as the case
may be, where the Application Form was submitted by the ASBA Applicant or Sponsor Bank.
For helpline details of the Book Running Lead Manager pursuant to SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, see chapter titled “General Information” beginning
on page 56 of this Draft Red Herring Prospectus.
Further, the Applicant must 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 will obtain the required information from the SCSBs and Sponsor Bank for addressing any
clarifications or grievances of ASBA Applicant. Our Company, the Book Running Lead Manager 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 SEBI ICDR Regulations. Investors can contact our Company Secretary and Compliance Officer
or the Registrar to the Issue in case of any pre- Issue or Post-Issue related problems such as non-receipt of letters of
Allotment, non-credit of allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations and
non-receipt of funds by electronic mode.
Our Company will obtain authentication on the SCORES and will comply with the SEBI circular no. CIR/OIAE/1/2013
dated April 17, 2013, SEBI circular no. (CIR/OIAE/1/2014/ CIR/OIAE/1/2013) dated December 18, 2014 and SEBI SEBI
circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021, in relation to redressal of investor grievances
through SCORES. This would enable investors to lodge and follow up their complaints and track the status of redressal of

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such complaints from anywhere. For more details, investors are requested to visit the website [Link]
Our Company has not received any complaints as on the date of this Draft Red Herring Prospectus.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
Our Company estimates that the average time required by our Company or the Registrar to the Issue or the SCSB (in case
of ASBA Applicants) or Sponsor Bank (in case of UPI Mechanism) or for redressal of routine investor grievances including
through SEBI Complaint Redress System (SCORES) shall be 10 Working Days from the date of receipt of the complaint.
In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress
these complaints as expeditiously as possible.
Our Company has appointed Ms. Reena Sharma as the Company Secretary and Compliance Officer and she may be
contacted in case of any pre-Issue or post-Issue related problems, at the address set forth hereunder.
Ms. Kruti Parshwa Shah
C/o. Fractal Industries Limited
Gala 212, Bhullar Star Indl. Estate, Andheri Kurla Rd,
Andheri East, Mumbai - 400072, Maharashtra.
Telephone: +91 22-2852 8352
Email: investors@[Link]
Website: [Link]
STATUS OF INVESTOR COMPLAINTS
We confirm that we have not received any investor complaint during the three years preceding the date of this Draft Red
Herring Prospectus and hence there are no pending investor complaints as on the date of this Draft Red Herring Prospectus.
DISPOSAL OF INVESTOR GRIEVANCES BY LISTED COMPANIES UNDER THE SAME MANAGEMENT
AS OUR COMPANY OR OUR LISTED SUBSIDIARIES:
We do not have any listed company under the same management or subsidiary company.
Further, our Company has constituted a Stakeholders’ Relationship Committee, which is responsible for review and
redressal of grievances of the security holders of our Company. For details, see chapter titled “Our Management”
beginning on page 193 of this Draft Red Herring Prospectus.
OTHER CONFIRMATIONS
Any person connected with the Issue will 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.
FEES PAYABLE TO LM TO THE ISSUE
The total fees payable to the Book Running Lead Manager will be as per the Memorandum of Understanding for Initial
Public Offer, a copy of which is available for inspection at the Registered Office of our Company.
FEES PAYABLE TO THE REGISTRAR TO THE ISSUE
The fees payable to the Registrar to the Issue, for processing of application, data entry, printing of refund order, preparation
of refund data on magnetic tape, printing of bulk mailing register will be as per the Agreement between the Company and
the Registrar to the Issue.
The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage,
communication expenses etc. Adequate funds will be provided to the Registrar to the Issue to enable it to send refund
orders or Allotment advice by registered post/speed post or email.
FEES PAYABLE TO OTHERS
The total fees payable to the Sponsor Bank, Legal Advisor, Statutory Auditor and Peer Review Auditor, Market maker and
Advertiser, etc. will be as per the terms of their respective engagement letters.
OUTSTANDING DEBENTURES OR BONDS AND REDEEMABLE PREFERENCE SHARES AND OTHER
INSTRUMENTS

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There are no outstanding debentures or bonds or redeemable preference shares and other instruments issued by the
Company as on the date of this Draft Red Herring Prospectus.
CAPITALIZATION OF RESERVES OR PROFITS DURING LAST 5 (FIVE) YEARS
Except as disclosed under chapter titled “Capital Structure” beginning on page 68 of this Draft Red Herring Prospectus,
our Company has not capitalized Reserves or Profits during last five years.
REVALUATION OF ASSETS DURING THE LAST FIVE (5) YEARS
Our Company has not revalued its assets during last five years
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED
BY SEBI
Our Company has not made any application under Regulation 300(1)(c) of the SEBI ICDR Regulations for seeking an
exemption from complying with any provisions of securities laws by SEBI as on the date of this Draft Red Herring
Prospectus.

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 SECTION XIII – ISSUE RELATED INFORMATION

TERMS OF THE ISSUE

The Equity Shares being issued pursuant to this issue shall be subject to the provision of the Companies Act, SEBI (ICDR)
Regulations, 2018, SCRA, SCRR, Memorandum and Articles, the terms of this Draft Red Herring Prospectus, Application
Form, the Revision Form, the Confirmation of Allocation Note (‘CAN‛) and other terms and conditions as may be
incorporated in the Allotment advices and other documents/ certificates that may be executed in respect of the Issue. The
Equity Shares shall also be subject to laws, guidelines, rules, notifications, and regulations relating to the issue of capital
and listing of securities issued from time to time by SEBI, the Government of India, Stock exchange, ROC, RBI and / or
other authorities, as in force on the date of the Issue and to the extent applicable.
Please note that, in accordance with the Regulation 256 of the SEBI (ICDR), Regulations, 2018 read with SEBI circular
no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Applicants has to compulsorily apply through the
ASBA Process. As an alternate payment mechanism, Unified Payments Interface (UPI) has been introduced (vide SEBI
Circular Ref: SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018) as a payment mechanism in a phased
manner with ASBA for applications in public Issues by individual investors through intermediaries (Syndicate members,
Registered Stock-Brokers, Registrar and Transfer agent and Depository Participants).
Further vide the said circular Registrar to the Issue and Depository Participants have been also authorised to collect the
Application forms. Investors may visit the official website of the concerned stock exchange for any information on
operationalization of this facility of form collection by Registrar to the Issue and DPs as and when the same is made
available.
RANKING OF EQUITY SHARES
The Equity Shares being issued and transferred in the Issue shall be subject to the provisions of the Companies Act, 2013
and the Memorandum & Articles of Association and shall rank pari-passu with the existing Equity Shares of our Company
including rights in respect of dividend. The Allottees upon receipt of Allotment of Equity Shares under this issue will be
entitled to dividends and other corporate benefits, if any, declared by our Company after the date of allotment in accordance
with Companies Act, 2013 and the Articles of Association of the Company.
AUTHORITY FOR THE ISSUE
The present Public Issue of upto 24,00,000 Equity Shares which have been authorized by a resolution of the Board of
Directors of our Company at their meeting held on September 10, 2025, and was approved by the Shareholders of the
Company by passing Special Resolution at the Extra-Ordinary General Meeting held on September 11, 2025, in accordance
with the provisions of Section 62 (1) (c) of the Companies Act, 2013.
MODE OF PAYMENT OF DIVIDEND
The declaration and payment of dividend will be as per the provisions of Companies Act, the Articles of Association, the
provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and recommended by the
Board of Directors and the Shareholders at their discretion and will depend on a number of factors, including but not limited
to earnings, capital requirements and overall financial condition of our Company. We shall pay dividends in cash and as
per provisions of the Companies Act. For further details, please refer to chapter titled “Dividend Policy” beginning on
page no. DIVIDEND POLICY214 of the Draft Red Herring Prospectus.
FACE VALUE, ISSUE PRICE AND PRICE BAND
The face value of each Equity Share is ₹10/- and the Floor Price is ₹[●]/- per Equity Share and the Cap Price is ₹[●]/- per
Equity Share.
The Price Band and the minimum Bid Lot size will be decided by our Company in consultation with the BRLM, and will
be advertised, in the Pre Issue and Price Band advertisement in all editions of [●], an English national daily newspaper and
all editions of [●], a Hindi national daily newspaper and all editions of [●], Marathi daily newspaper (Marathi being the
regional language of Maharashtra, where our Registered Office is located), each with wide circulation, at least Two Working
Days prior to the Bid/ Issue Opening Date, and shall be made available to the Stock Exchange for the purpose of uploading
on its website. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price,
shall be pre filled in the Bid cum Application Forms available on the website of the Stock Exchange. The Issue Price shall
be determined by our Company in consultation with the BRLM, after the Bid/Issue Closing Date, on the basis of assessment
of market demand for the Equity Shares offered by way of Book Building Process. At any given point of time there shall be
only one denomination of the Equity Shares of our Company, subject to applicable laws.

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COMPLIANCE WITH SEBI (ICDR) REGULATIONS
Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018 read along with SEBI ICDR
(Amendment) Regulations, 2025. Our Company shall comply with all disclosure and accounting norms as specified by
SEBI from time to time.
RIGHTS OF THE EQUITY SHAREHOLDERS
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity shareholders shall
have the following rights:
• Right to receive dividend, if declared;
• Right to receive Annual Reports and notices to members;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy;
• Right to receive offer for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation; subject to any statutory or preferential claims being satisfied;
• Right of free transferability of the Equity Shares; and
• Such other rights, as may be available to a shareholder of a listed Public Limited Company under the Companies Act,
terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 and the Memorandum and
Articles of Association of our Company.
For a detailed description of the main provision of the Articles of Association of our Company relating to voting rights,
dividend, forfeiture and lien, transfer, transmission and/ or consolidation/ splitting, etc., please refer to chapter titled
“Description of Equity Shares and Terms of The Articles of Association” beginning on page no. 365 of this Draft Red
Herring Prospectus.
ALLOTMENT ONLY IN DEMATERIALIZED FORM
In terms of Section 29 of Companies Act, 2013, the Equity Shares shall be allotted only in dematerialised form. As per the
SEBI Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this context, two agreements
have been signed among our Company, the respective Depositories and the Registrar and Share Transfer Agent to the Issue:
1. Tripartite agreement dated April 25, 2025 between our Company, NSDL and the Registrar and Share Transfer Agent
to the Issue.
2. Tripartite agreement dated April 25, 2025 between our Company, CDSL and the Registrar and Share Transfer Agent
to the Issue.
MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT
In accordance with Regulation 267(2) of the SEBI ICDR (Amendment) Regulations, 2025, our Company shall ensure that
the minimum application size shall be two lots per application. Provided that the minimum application size shall be above
₹ 2 Lakhs.
As per the provisions of the Depositories Act, 1996 & Regulations made there under and Section 29 (1) of the Companies
Act, 2013, the equity shares of an issuer shall be in dematerialized form i.e. not in the form of physical certificates, but be
fungible and be represented by the statement issued through electronic mode. The trading of the Equity Shares will happen
in the minimum contract size of [●] Equity Shares and the same may be modified by the SME Platform of BSE from time
to time by giving prior notice to investors at large. Allocation and allotment of Equity Shares through this Issue will be
done in multiples of [●] Equity Shares and is subject to a minimum allotment of [●] Equity Shares to the successful
applicants in terms of the SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012.
Further, in accordance with SEBI ICDR (Amendment) Regulations, 2025, the minimum application size in terms of
number of specified securities shall not be less than 2 Lots and shall be above ₹2 Lakhs.
MINIMUM NUMBER OF ALLOTTEES
Further in accordance with the Regulation 268(1) of SEBI ICDR Regulation, 2018, the minimum number of allottees in
this Issue shall be 200 shareholders. In case the minimum number of prospective allottees is less than 200, no allotment

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will be made pursuant to this Issue and all the monies blocked by SCSBs shall be unblocked within two (2) working days
of closure of Issue.
JOINT HOLDERS
Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity
Shares as joint-holders with benefits of survivorship.
NOMINATION FACILITY TO INVESTOR
In accordance with Section 72 of the Companies Act, 2013 the sole or first applicant, along with other joint applicant, may
nominate any one person in whom, in the event of the death of sole applicant or in case of joint applicant, death of all the
applicants, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the
Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 72 of the Companies Act, 2013
be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity
Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any
person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand
rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in
the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the Registered
Office of our Company or to the Registrar and Transfer Agents of our Company.
In accordance with Section 72 of the Companies Act, 2013 any Person who becomes a nominee by virtue of Section 72 of
the Companies Act, 2013 shall upon the production of such evidence as may be required by the Board, elect either:
• To register himself or herself as the holder of the Equity Shares; or
• To make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself
or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 (ninety) days, the Board may
thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the
requirements of the notice have been complied with.
Since the allotment of Equity Shares in the Issue is in dematerialized form, there is no need to make a separate nomination
with us. Nominations registered with the respective depository participant of the applicant would prevail. If the investors
require changing the nomination, they are requested to inform their respective depository participant.
WITHDRAWAL OF THE ISSUE
Our Company in consultation with the BRLM, reserve the right to not to proceed with the Issue after the 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 (2) days of the Issue Closing Date or such other time as may be
prescribed by SEBI, providing reasons for not proceeding with the Issue. The Book Running Lead Manager, through the
Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one (1) Working
Day from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on
which Equity Shares are proposed to be listed. Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the
final listing and trading approvals of the Stock Exchange, which our Company shall apply for after Allotment (ii) the final
RoC approval of the Prospectus after it is filed with the RoC. If our Company in consultation with BRLM withdraws the
Issue after the Issue Closing Date and thereafter determines that it will proceed with an Issue of the Equity Shares, our
Company shall file a fresh Prospectus with Stock Exchange.
PERIOD OF OPERATION OF SEBSCRIPTION LIST OF PUBLIC ISSUE
ISSUE OPENS ON [●] ISSUE CLOSES ON [●]
ANCHOR INVESTOR BID/ISSUE* [●]
*The Company may, in consultation with the BRLM, consider participation by Anchor Investors in accordance with the
SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be One Working Day prior to the Bid/Issue Opening
Date.
An indicative timetable in respect of the Issue is set out below:
Event Indicative
Date
Issue Opening Date [●]

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 Event Indicative
Date
Issue Closing Date [●]
Finalization of Basis of Allotment with BSE On or before
[●]
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or UPI ID linked On or before
bank account [●]
Credit of Equity Shares to Demat accounts of Allottees On or before
[●]
Commencement of trading of the Equity Shares on BSE On or before
[●]
*Note - Our Company in consultation with the BRLM, may consider participation by Anchor Investors in accordance with
the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be One Working Day prior to the Bid/Issue
Opening Date in accordance with the SEBI ICDR Regulations.
**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 shall 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 BRLM shall, in their sole discretion, identify and
fix the liability on such intermediary or entity responsible for such delay in unblocking. For the avoidance of doubt, the
provisions of the SEBI circular dated March 16, 2021, as amended pursuant to SEBI circular dated June 2, 2021 shall be
deemed to be incorporated in the agreements to be entered into by and between the Company and the relevant
intermediaries, to the extent applicable.
The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any obligation on our
Company the BRLM.
The above time table is indicative and does not constitute any obligation on our Company. Whilst our Company shall ensure
that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity
Shares on BSE is taken within 3 (Three) Working Days from the Issue Closing Date, the timetable may change due to various
factors, such as extension of the Issue Period by our Company or any delays in receiving the final listing and trading approval
from the Stock Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock
Exchange and in accordance with the applicable laws.
SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the post issue timeline for
IPOs. The revised timeline of T+3 days has been made applicable in two phases, i.e., voluntary for all public issues opening
on or after September 1, 2023 and mandatory on or after December 1, 2023. Accordingly, the Issue has been made under
UPI Phase III, subject to the timing of the Offer and any circulars, clarification or notification issued by the SEBI from
time to time, including with respect to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.
Any circulars or notifications from the SEBI after the date of the Draft Red Herring Prospectus may result in changes to
the above-mentioned timelines. Further, the Issue procedure is subject to change to any revised circulars issued by the SEBI
to this effect.
The BRLM will be required to submit reports of compliance with listing timelines and activities, identifying non-adherence
to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it.
In terms of the UPI Circulars, in relation to the Issue, the BRLM will submit report of compliance with T+3 listing
timelines and activities, identifying non-adherence to timelines and processes and an analysis of entities responsible
for the delay and the reasons associated with it.
Submission of Bids
Bid/Issue Period (except the Bid/Offer Closing Date)
Submission and Revision in Bids: Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”)
Bid/ Issue Closing Date
Submission and Revision in Bids: Only between 10.00 a.m. and 3.00 p.m. IST.
On the Bid/ Issue Closing Date, the Bids shall be uploaded until:
i. 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and

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ii. until 5.00 p.m. IST or such extended time as permitted by the Stock Exchange, in case of Bids by Individual Bidders.
On the Bid/ Issue Closing Date, extension of time will be granted by the Stock Exchange only for uploading Bids received
from Individual Bidders after taking into account the total number of Bids received and as reported by the BRLM to the
Stock Exchange.
The Registrar to the Issue shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily
basis within 60 minutes of the Bid closure time from the Bid/Issue Opening Date till the Bid/Issue Closing Date by
obtaining the same from the Stock Exchanges. 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.
To avoid duplication, the facility of re-initiation provided to Syndicate Members, if any shall preferably be allowed only
once per Bid/batch and as deemed fit by the Stock Exchange, after closure of the time for uploading Bids
It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be
rejected.
Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders are advised to submit
their Bids one day prior to the Bid/Issue Closing Date. Any time mentioned in this Draft Red Herring Prospectus is Indian
Standard Time. Bidders are cautioned that, in the event, large number of Bids are received on the Bid/Issue Closing Date,
as is typically experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids
that cannot be uploaded will not be considered for allocation under the Issue. Bids will be accepted only during Monday
to Friday (excluding any public holiday). 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 blocking of application amount by
the SCSBs 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
In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid cum
Application Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges may be taken. Our
Company in consultation with the BRLM, reserve the right to revise the Price Band during the Bid/Issue Period, provided
that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face
value of the Equity Shares. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor Price can
move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. The Floor Price
shall not be less than the face value of the Equity Shares.
In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days
following such revision of the Price Band, subject to the Bid/Issue Period not exceeding a total of 10 Working Days. In
cases of force majeure, banking strike or similar circumstances, our Company in consultation with the BRLM, for reasons
to be recorded in writing, extend the Bid/Issue Period for a minimum of three Working Days, subject to the Bid/Issue
Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will
be widely disseminated by notification to the Stock Exchange, by issuing a public notice, and also by indicating the change
on the respective websites of the BRLM and the terminals of the Syndicate Members, if any and by intimation to SCSBs,
other Designated Intermediaries and the Sponsor Bank, as applicable. In case of revision of Price Band, the Bid Lot shall
remain the same.
MINIMUM SUBSCRIPTION
This Issue is not restricted to any minimum subscription level and is 100% underwritten. As per Section 39 of the
Companies Act, 2013, if the “Stated Minimum Amount” has not be subscribed and the sum payable on application is not
received within a period of 30 days from the date of the Prospectus, the application money has to be returned within such
period as may be prescribed. If the Issuer does not receive the subscription of 100% of the Issue through this issue document
including devolvement of underwriters if any, in accordance with applicable laws, or if the subscription level falls below
the thresholds mentioned above after the Bid/Issue Closing Date, on account of withdrawal of applications or after technical
rejections, or if the listing or trading permission are not obtained from the Stock Exchanges for the Equity Shares being
offered in the Issue, our Company shall forthwith refund the entire subscription amount received in accordance with
applicable law including the SEBI circular bearing no. SEBI/HO/CFD/PoD2/P/CIR/2023/00094 dated June 21, 2023. If
there is a delay beyond four days, our Company and every Director of our Company who is an officer in default, to the
extent applicable, shall pay interest at the rate of 15% per annum.
In accordance with Regulation 260(1) of the SEBI (ICDR) Regulations, our Fresh Issue shall be hundred percent
[Link], the underwriting obligations shall be for the entire hundred percent of the offer through the Draft Red
Herring Prospectus and shall not be restricted to the minimum subscription level. Further, in accordance with Regulation

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267(2) of the SEBI ICDR Regulations as amended, our Company shall ensure that the minimum application size shall not
be less than two lots. Provided that minimum application size shall be above ₹ 2 Lakhs.
In terms of Regulation 272(2) of SEBI ICDR Regulations, in case the Company fails to obtain listing or trading permission
from the stock exchanges where the specified securities are proposed to be listed, it shall refund through verifiable means
the entire monies received within 4 (Four) days of receipt of intimation from stock exchange(s) rejecting the application for
listing of specified securities, and if any such money is not repaid within 4 (Four) days after the issuer becomes liable to
repay it, the issuer and every director of the company who is an officer in default shall, on and from the expiry of the fourth
day, be jointly and severally liable to repay that money with interest at the rate of 15% (fifteen per cent) per annum.
In accordance with SEBI ICDR Regulations, the minimum number of allottees in this Issue shall be 200 (Two Hundred). In
case the minimum number of prospective allottees is less than 200 (Two Hundred), no allotment will be made pursuant to
this Issue and the amounts in the ASBA Account shall be unblocked forthwith.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
ARRANGEMENTS FOR DISPOSAL OF ODD LOTS
The trading of the Equity Shares will happen in the minimum contract size of [●] shares in terms of the SEBI circular No.:
CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the Market Maker shall buy the entire shareholding of a
shareholder in one lot, where value of such shareholding is less than the minimum contract size allowed for trading on the
SME Exchange.
APPLICATION BY ELIGIBLE NRIS, FPIS OR VCFS REGISTERED WITH SEBI
It is to be understood that there is no reservation for Eligible NRIs, FPIs or VCF registered with SEBI. Such Eligible NRIs,
FPIs or VCF registered with SEBI will be treated on the same basis with other categories for the purpose of Allocation.
AS PER THE EXTENT GUIDELINES OF THE GOVERNMENT OF INDIA, OCBS CANNOT PARTICIPATE IN
THIS ISSUE
The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside
India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered
with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be
subject to other investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors.
The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the
Government of India/RBI while granting such approvals.
RESTRICTIONS ON TRANSFER AND TRANSMISSION OF EQUITY SHARES OR DEBENTURES AND ON
THEIR CONSOLIDATION OR SPLITTING
Except for lock-in of the Pre-Issue Equity Shares and Promoter minimum contribution in the Issue as detailed in the chapter
titled “Capital Structure” beginning on page no. 68 of this Draft Red Herring Prospectus, and except as provided in the
Articles of Association of our Company, there are no restrictions on transfers of Equity Shares. There are no restrictions
on transfer and transmission of shares/ debentures and on their consolidation/ splitting except as provided in the Articles
of Association. For further details, please refer chapter titled “Description of Equity Shares and Terms of The Articles of
Association” beginning on page no. 365 of this Draft Red Herring Prospectus.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries
about the limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility
for the completeness and accuracy of the information stated hereinabove. Our Company and the Book Running Lead
Manager are not liable to inform the investors of any amendments or modifications or changes in applicable laws or
regulations, which may occur after the date of this Draft Red Herring Prospectus. Applicants are advised to make their
independent investigations and ensure that the number of Equity Shares Applied for do not exceed the applicable limits
under laws or regulations.
ALLOTMENT OF SECURITIES IN DEMATERIALISED FORM
In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants will only be in the
dematerialized form. Applicants will not have the option of Allotment of the Equity Shares in physical form. The Equity
Shares on Allotment will be traded only on the dematerialized segment of the Stock Exchange.

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MIGRATION TO MAIN BOARD
As per the provisions of the Chapter IX of the SEBI (ICDR) Regulation, 2018 read with SEBI ICDR (Amendment)
Regulations, 2025 to the extent applicable, our Company may migrate to the main board of BSE from the SME BSE
platform of Exchange on a later date subject to fulfil the criteria as per SEBI (ICDR) Regulation and as per BSE policy for
eligibility for migration of SME to BSE Mainboard:
a. As per BSE guidelines:
As per BSE migration policy, our Company may migrate its securities from the SME Platform of BSE Limited to main
board platform of BSE Limited.
Eligibility Criteria Details
Paid-up capital of more than 10 Crores and Market Capitalisation should be
minimum Rs. 25 Crores.
Paid up Capital & Market (Market Capitalisation will be the product of the price (average of the weekly high
Capitalization and low of the closing price of the related shares quoted on the stock exchange
during 3 (Three) months prior to the date of the application) and the post issue
number of equity shares.)
Promoter(s) shall be holding at least 20% of equity share capital of the company at
Promoter holding
the time of making application.
• The applicant company should have positive operating profit (earnings before
interest, depreciation and tax) from operations for at least any 2 out of 3 financial
years and has positive Profit after tax (PAT) in the immediate preceding
Financial Parameters
Financial Year of making the migration application to Exchange.
• The applicant company should have a Net worth of at least Rs. 15 crores for 2
preceding full financial years.
Track record of the company in The applicant company is listed on SME Exchange/ Platform having nationwide
terms of listing/ regulatory terminals for atleast 3 years.
actions, etc
• No material regulatory action in the past 3 years like suspension of trading
against the applicant company, promoters/promoter group by any stock
Exchange having nationwide trading terminals.
• No Debarment of company, promoters/promoter group, subsidiary company by
Regulatory action SEBI.
• No Disqualification/Debarment of directors of the company by any regulatory
authority.
• The applicant company has not received any winding up petition admitted by a
NCLT
• The applicant company shall have a minimum of 250 public shareholders as per the
Public Shareholder
latest shareholding pattern.
• No proceedings have been admitted under the Insolvency and Bankruptcy Code
against the applicant company and Promoting companies.
• No pending Defaults in respect of payment of interest and/or principal to the
debenture/bond/fixed deposit holders by the applicant, promoters/promoter
group /promoting company(ies), Subsidiary Companies.
Other parameters like No. of • The applicant company shall obtain a certificate from a credit rating agency
shareholders, utilization of funds registered with SEBI with respect to utilization of funds as per the stated
objective pursuant to IPO and/or further funds raised by the company, if any
post listing on SME platform.
• The applicant company has no pending investor complaints.
• Cooling off period of 2 months from the date the security has come out of trade-
to-trade category or any other surveillance action.
b. As per ICDR guidelines:
If the Paid up Capital of our Company is likely to increase above ₹2,500 Lakhs by virtue of any further issue of capital by
way of rights issue, preferential issue, bonus issue etc. (which has been approved by a special resolution through postal
ballot wherein the votes cast by the shareholders other than the Promoter in favour of the proposal amount to at least two

327
times the number of votes cast by shareholders other than promoter shareholders against the proposal and for which the
company has obtained in-principal approval from the Main Board), our Company shall apply to BSE for listing of its shares
on its Main Board subject to the fulfilment of the eligibility criteria for listing of specified securities laid down by the Main
Board.
OR
If the Paid up Capital of our company is more than ₹1,000 Lakhs but below ₹2,500 Lakhs, our Company may still apply
for migration to the Main Board and if the Company fulfils the eligible criteria for listing laid by the Main Board and if the
same has been approved by a special resolution through postal ballot wherein the votes cast by the shareholders other than
the Promoter in favour of the proposal amount to at least two times the number of votes cast by shareholders other than
promoter shareholders against the proposal.
For detailed criteria please refer to [Link].
MARKET MAKING
The shares offered through this Issue are proposed to be listed on the SME platform of BSE, wherein the BRLM to this
Issue shall ensure compulsory Market Making through the registered Market Makers of the SME Exchange for a minimum
period of 3 (Three) years from the date of listing on the SME platform of BSE. For further details of the agreement entered
into between the Company, the BRLM and the Market Maker please refer to chapter titled “General Information” beginning
on page no. 56 of this Draft Red Herring Prospectus.
NEW FINANCIAL INSTRUMENTS
There are no new financial instruments such as deep discounted bonds, debenture, warrants, secured premium notes, etc.
issued by our Company.
JURISDICTION
Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities in Mumbai, Maharashtra.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the
United States, and may not be offered or sold within the United States, except pursuant to an exemption from or in a
transaction not subject to, registration requirements of the Securities Act. Accordingly, the Equity Shares are only being
offered or sold outside the United States in compliance with Regulations under the Securities Act and the applicable laws
of the jurisdictions where those offers and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

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 ISSUE STRUCTURE
This Issue is being made in terms of Regulation 229(1) of Chapter IX of SEBI (ICDR) Regulations, 2018, read alongwith
SEBI ICDR (Amendment) Regulations, 2025, as amended from time to time, whereby, an issuer whose post issue paid up
face value capital is less than or equal ₹ 10 Crores, shall issue shares to the public and propose to list the same on the Small
and Medium Enterprise Exchange (“SME Exchange”, in this case being the SME Platform of BSE Limited i.e. SME
Platform of BSE). For further details regarding the salient features and terms of such an Issue please refer chapter titled
“Terms of The Issue” and “Issue Procedure” on page no. 321 and 334 of this Draft Red Herring Prospectus.
ISSUE STRUCTURE
This Issue comprise of upto 24,00,000 Equity Shares of Face Value of ₹10/- each fully paid (The “Equity Shares”) for
cash at a price of ₹[●]/- per Equity Shares (including a premium of ₹[●]/- per equity share) aggregating to ₹[●] Lakhs (“The
Issue”) by the Company. Comprising for subscription by Market Makers to the Issue (the “Market Maker Reservation
Portion”). The Issue less Market Maker Reservation Portion i.e., Issue of upto [●] equity shares of ₹10/- each for cash at
a price of ₹[●]/- (including a Share premium of ₹[●]/- per Equity Share) per share aggregating to ₹ [●] Lakhs is hereinafter
referred to as the (“Net Issue”). The Issue and the Net Issue will constitute [●]% and [●]% respectively of the post Issue
paid up Equity Share Capital of the Company.
The Issue is being made by way of Book Building Process.
Individual
Investors/Bidders
Market Maker Non-Institutional
Particulars (1) QIBs (2) (Who applies for
Reservation Portion Applicants
minimum
application size)
Number of Equity Upto [●] Equity Not more than [●]Not less than [●] Not less than [●]
Shares Shares. Equity Shares. Equity Shares. Equity Shares.
Not more than 50% of Not less than 15% of
the Net Issue being the Net Issue.
available for allocation Further,
to QIB Bidders.
However, up to 5% of (a) one third of the
the Net QIB Portion portion available
will be available for to non-
allocation institutional
proportionately to investors shall be
Mutual Funds only. reserved for
applicants with
Mutual Funds application size
participating in the of more than two
Mutual Fund Portion lots and up to
Percentage of Issue will also be eligible for
such lots Not less than 35% of
Size available for [●] % of the Issue Size. allocation in the
equivalent to not Net Issue.
allocation remaining QIB Portion.
more than ₹10
lakhs.
The unsubscribed
portion in the Mutual
Fund Portion will be (b) two third of the
added to the Net QIB portion available
Portion. to non-
institutional
Up to 60.00% of the QIB investors shall be
Portion may be available reserved for
for allocation to Anchor applicants with
Investors and one third application size
of the Anchor Investors of more than ₹10
Portion shall be lakhs:
available for allocation

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 Individual
Investors/Bidders
Market Maker Non-Institutional
Particulars (1) QIBs (2) (Who applies for
Reservation Portion Applicants
minimum
application size)
to domestic mutual Provided that the
funds only.” unsubscribed
portion in either of
the subcategories
specified in clauses
(a) or (b), may be
allocated to
applicants in the
other sub-category
of noninstitutional
investors.”

Proportionate as
follows: (excluding
Anchor Investor
Portion):
(a) Up to [●] Equity Shares
shall be available for
allocation on a
proportionate basis to
Mutual Funds only; and
(b) Up to [●] Equity Shares
shall be available for
allocation on a Proportionate basis
proportionate basis to subject to minimum
all QIBs, including allotment of [●] Proportionate basis
Basis of Mutual Funds receiving Equity Shares and subject to minimum
Firm Allotment allocation as per (a)
Allotment(3) further allotment in allotment of [●] Equity
above. multiples of [●] Shares
Up to 60% of QIB Equity Shares.
Portion (of upto [●]
Equity Shares) may be
allocated on a
discretionary basis to
Anchor Investors of
which one-third shall be
available for allocation
to Mutual Funds only,
subject to valid Bid
received from Mutual
Funds at or above the
Anchor Investor
Allocation Price.
Only through the Through ASBA Through ASBA process
Only through the ASBA process. Process through through banks or by
Mode of Bid
ASBA process. (Except for Anchor banks or by using using UPI ID for
investors) UPI ID for payment. payment.

330
 Individual
Investors/Bidders
Market Maker Non-Institutional
Particulars (1) QIBs (2) (Who applies for
Reservation Portion Applicants
minimum
application size)
Such number of
Equity Shares and in Such number of Equity
Such num ber of Equity
multiples of [●] Shares and in multiples
[●] Equity Shares in Shares and in multiples
Equity Shares that of [●] Equity Shares so
Minimum Bid Size multiple of [●] Equity of [●] Equity Shares
the Bid Amount that Bid size exceeds
shares. that the Bid Amount
exceeds ₹200,000 ₹200,000 and shall be
exceeds ₹ 200,000.
with application size two lots per application.
of more than 2 lots.
Such number of
Equity Shares in
Such number of Equity multiples of [●]
Shares in multiples of Equity Shares not
Such number of Equity
[●] Equity Shares not exceeding the size
Maximum Bid [●] Equity Shares. Shares in multiples of
exceeding the size of of the Net Issue
[●] Equity Shares.
the Net Issue, subject to (excluding the QIB
applicable limits. portion), subject to
limits as applicable
to the Bidder.
Mode of Allotment Compulsorily in dematerialized mode.
[●] Equity Shares,
however the Market
Maker may accept odd [●] Equity Shares
[●] Equity Shares and [●] Equity Shares and
Trading Lot lots if any in the market and in multiples
in multiples thereof in multiples thereof.
as required under the thereof
SEBI ICDR
Regulations.
In case of all Other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank
account of the ASBA Bidder (other than Anchor Investors) or by the Sponsor Bank through the
UPI Mechanism, that is specified in the ASBA Form at the time of submission of the ASBA
Terms of payment Form.

In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the
time of submission of their Bids(4)
Through ASBA
Process or Through
Mode of Bid Only through the ASBA process (except for Anchor Investors).
Banks or by using UPI
ID for payment
Notes:
(1) This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, read alongwith SEBI ICDR
(Amendment) Regulations, 2025, as amended from time to time;
(2) Our Company in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors at the
Anchor Investor Issue Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors,
where allocation in the Anchor Investor Portion is up to ₹200.00 Lakhs, (ii) minimum of two and maximum of fifteen
Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹200.00 Lakhs but up to
₹2,500.00 Lakhs under the Anchor Investor Portion, subject to a minimum Allotment of ₹100.00 Lakhs per Anchor
Investor, and (iii) in case of allocation above ₹2,500.00 Lakhs under the Anchor Investor Portion, a minimum of five
such investors and a maximum of fifteen Anchor Investors for allocation up to ₹2,500.00 Lakhs and an additional ten
Anchor Investors for every additional ₹2,500.00 Lakhs or part thereof will be permitted, subject to minimum allotment
of ₹100.00 Lakhs per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares,

331
 that the Bid Amount is at least ₹200.00 Lakhs. One-third of the Anchor Investor Portion will be reserved for domestic
Mutual Funds, subject to valid Bids being received at or above the price at which allocation is made to Anchor
Investors.
(3) The SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, 2025, permits the issue of
securities to the public through the Book Building Process, which states that not less than 35% of the Net Issue shall
be available for allocation to Individual Investors who applies for minimum application size. Not less than 15% of
the Net Issue shall be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional
Portion will be available for allocation to Bidders with an application size of more than two lots and up to such lots
as equivalent to not more than ₹10.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for
allocation to Bidders with an application size of more than ₹10.00 Lakhs 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. Subject to the availability of Equity Shares in the Non–Institutional investors category, the
allotment to each Non-Institutional Investors shall not be less than the minimum application size in Non-Institutional
Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance
with the conditions specified in this regard in Schedule XIII of the SEBI (ICDR) (Amendment) Regulations, 2025. Not
more than 50% of the Net Issue shall be allotted to QIBs, subject to valid Bids being received at or above the Issue
Price.
(4) In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018 this is an Issue for
atleast 25% of the post offer paid-up Equity share capital of the Company. This Issue is being made through Book
Building Process, wherein allocation to the public shall be as per Regulation 252 of the SEBI (ICDR) Regulations.
(5) Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category, except in
the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of
Bidders at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange, subject
to applicable laws;
(6) Anchor Investors are not permitted to use the ASBA process;
(7) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investors
Application Forms provided that any difference between the Anchor Investors Allocation Price and the Anchor
Investors Issue Price shall be payable by the Anchor Investors Pay-In Date as indicated in the CAN;
(8) SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 has mandated that ASBA
applications in public issues shall be processed only after the application monies are blocked in the bank accounts of
the Bidders. Accordingly, Stock Exchanges shall, for all categories of Bidders viz. QIBs, NIBs and RIBs and also for
all modes through which the applications are processed, accept the ASBA applications in their electronic book
building platform only with a mandatory confirmation on the application monies blocked.
SEBI through the notification no. SEBI/LAD-NRO/GN/2025/233 - SEBI ICDR (Amendment) Regulations, 2025 dated
March 3, 2025 effective from the date of their publication in official gazette, has prescribed the allocation to each Individual
Investors which shall not be less than minimum application size applied by such individual investors and allotment to Non-
Institutional Investors shall be more than two lots, subject to availability of Equity Shares in the Non-Institutional Portion
and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. For further details, see chapter
titled “Terms of the Issue” beginning on page 321 of this Draft Red Herring Prospectus.
WITHDRAWAL OF THE ISSUE
In accordance with SEBI (ICDR) Regulations, the Company, in consultation with the BRLM reserves the right not to
proceed with the Issue at any time before the Bid/Issue Opening Date, without assigning any reason thereof. In case, the
Company wishes to withdraw the Issue after Bid/Issue Opening but before allotment, the Company will give public notice
giving reasons for withdrawal of Issue. The public notice will appear in two widely circulated national newspapers (one
each in English and Hindi) and one in regional newspaper.
The BRLM, through the Registrar to the Issue, will instruct the SCSBs, to unblock the ASBA Accounts within 1 (One)
Working Day from the day of receipt of such instruction. The notice of withdrawal will be issued in the same newspapers
where the pre-Issue advertisements have appeared and the Stock Exchange will also be informed promptly. If our Company
withdraws the Issue after the Bid/Issue Closing Date and subsequently decides to undertake a public offering of Equity
Shares, our Company will file a fresh Draft Red Herring Prospectus with the stock exchange where the Equity Shares may
be proposed to be listed.

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Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock
Exchange, which our Company will apply for only after Allotment; and (ii) the filling of Draft Red Herring Prospectus/
Red Herring Prospectus/ Prospectus with RoC.
BID/ISSUE PROGRAMME
Events Indicative Dates
Bid/Offer Opening Date [●]
Bid/Offer Closing Date [●]
Finalization of Basis of Allotment with the Designated Stock Exchange On or before [●]
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or On or before [●]
UPI ID linked bank account
Credit of Equity Shares to Demat accounts of Allottees On or before [●]
Commencement of trading of the Equity Shares on the Stock Exchange On or before [●]
Note - Our Company in consultation with the BRLM, may consider participation by Anchor Investors in accordance with
the SEBI ICDR Regulations. The Anchor Investors Bid/Issue Period shall be 1 (One) Working Day prior to the Bid/Issue
Opening Date in accordance with the SEBI ICDR Regulations.
Bids and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (IST) during the Issue Period at
the Bidding Centres mentioned in the Bid cum Application Form. Standardization of cut-off time for uploading of bids on
the Bid/Issue closing date:
a) A standard cut-off time of 3.00 p.m. for acceptance of bids;
b) A standard cut-off time of 4.00 p.m. for uploading of bids received from other than individual applicants;
c) A standard cut-off time of 5.00 p.m. for uploading of bids received from only individual applicants, which may be
extended up to such time as deemed fit by BSE after taking into account the total number of bids received up to the
closure of timings and reported by BRLM to BSE within half an hour of such closure.
It is clarified that Bids not uploaded in the book, would be rejected. In case of discrepancy in the data entered in the
electronic book vis-à-vis the data contained in the physical Bid form for a particular bidder, the details as per physical bid
cum applicationform of that Bidder may be taken as the final data for the purpose of allotment. Bids will be accepted only
on Working Days, i.e., Monday to Friday (excluding any public holiday).
JURISDICTION
Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities at Mumbai, Maharashtra.

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 ISSUE PROCEDURE
All applicants should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020 notified by SEBI and updated
pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 as amended and modified by the
circular (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, and SEBI Circular bearing number
(SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 and Circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138)
dated November 01, 2018, notified by SEBI (“General Information Document”) and SEBI Circular No.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019, included below under Section “PART B – General
Information Document”, which highlights the key rules, processes and procedures applicable to public issues in general in
accordance with the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contracts (Regulation) Rules, 1957 and the ICDR Regulations. The General Information Document is available on the
websites of the Stock Exchanges and the Lead Manager. Please refer to the relevant portions of the General Information
Document which are applicable to this Issue.
All Designated Intermediaries in relation to the Issue should ensure compliance with the SEBI circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, as amended and modified by the SEBI circular
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated 3, January 21, 2016 and SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/22)
dated February 15, 2018 and (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, in relation to clarifications
on streamlining the process of public issue of equity shares and convertibles as amended and modified by the SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 2019 circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 June 28,
2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019.
Additionally, all Applicants may refer to the General Information Document for information in relation to (i) category of
investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv)
payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note and Allotment in the Issue; (vi)
general instructions (limited to instructions for completing the Application Form); (vii) Designated Date; (viii) disposal of
applications; (ix) submission of 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 vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019,
the UPI Mechanism for IBs applying through Designated Intermediaries was made effective along with the existing process
and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019.
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read
with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by IBs through
Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with
existing timeline of T+6 days was mandated for a period of three months or launch of five main board public issues,
whichever is later (“UPI Phase II”). Subsequently, however, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI Phase II till
further notice. The final reduced timeline will be made effective using the UPI Mechanism for applications by UPI Bidders
(“UPI Phase III”), and modalities of the implementation of UPI Phase III has been 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 II, subject to any circulars, clarification or
notification issued by the SEBI from time to time. Further, SEBI, vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has introduced certain additional measures for streamlining
the process of initial public offers and redressing investor grievances.
Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual
bidders in initial public offerings (opening on or after May 1, 2022) whose application sizes are up to ₹500,000 shall use
the UPI Mechanism. This circular has come into force for initial public offers opening on or after May 1, 2022 and the
provisions of this circular are deemed to form part of this Draft Red Herring Prospectus.

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Subsequently, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made
using the ASBA facility in initial public offerings (opening on or after September 1, 2022) shall be processed only after
application monies are blocked in the bank accounts of investors (all categories). The Book Running Lead Manager shall
be the nodal entity for any issues arising out of public issuance process.
The BRLM shall be the nodal entity for any issues arising out of public issuance process. In terms of SEBI ICDR
Regulations, the timelines and processes mentioned in SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023 shall continue to form part of the agreements being signed between the intermediaries involved in the
public issuance process and BRLM 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 four Working Days from the Issue Closing Date, the Applicant shall be compensated at a uniform
rate of ₹100 per day for the entire duration of delay exceeding four Working Days from the Issue Closing Date by the
intermediary responsible for causing such delay in unblocking. Further, investors shall be entitled to compensation in the
manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended
by SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, in case of delays in resolving investor
grievances in relation to blocking/unblocking of funds.
Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness and accuracy of
the information stated in this section and the General Information Document and are not liable for any amendment,
modification or change in the applicable law which may occur after the date of this Draft Red Herring Prospectus.
Applicants are advised to make their independent investigations and ensure that their Bids are submitted in accordance
with applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held
by them under applicable law or as specified in the Draft Red Herring Prospectus and the 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.
This section applies to all the Applicants.
Phased implementation of Unified Payments Interface
SEBI has issued the 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 IBs
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 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 II 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. Subsequently, it was decided to extend the timeline for
implementation of Phase II until March 31, 2020. Further, as per SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated
March 30, 2020, the current Phase II of Unified Payments Interface with Application Supported by Blocked Amount is
continued till further notice. Under this phase, submission of the ASBA Form by IIs through Designated Intermediaries
(other than SCSBs) to SCSBs for blocking of funds will be discontinued and will be replaced by the UPI payment
mechanism. However, the time duration from public issue closure to listing continues to be six Working Days during this
phase.
Phase III: 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 offer closure to listing has been reduced from six Working Days to three Working Days. The Offer 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.
This Issue will be made under UPI Phase III of the UPI Circular.

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All SCSBs offering the facility of making application in public issues shall also provide facility to make application using
UPI. Our Company will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock
Exchange and NPCI in order to facilitate collection of requests and/or payment instructions of the Individual Bidders using
the UPI Mechanism.
Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications
that have been made through the UPI Mechanism. The requirements of the UPI Circulars include, appointment of a nodal
officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking
and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted
applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from
the date on which the Basis of Allotment is finalized. Failure to unblock the accounts within the timeline would result in
the SCSBs being penalized under the relevant securities law. Additionally, if there is any delay in the redressal of investors’
complaints, the relevant SCSB as well as the Book Running Lead Manager will be required to compensate the concerned
investor.
For further details, refer to the General Information Document available on the website of the Stock Exchange and the
Book Running Lead Manager.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after such banks make an application as prescribed in Annexure I of SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and provide a written confirmation on compliance with SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders applying
in public Offers where the application amount is up to ₹ 5,00,000 shall use the UPI Mechanism and shall also provide their
UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein below:
• a syndicate member
• a stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of the stock
exchange as eligible for this activity) (“broker”)
• a depository participant (“DP”) (whose name is mentioned on the website of the stock exchange as eligible for this
activity) a registrar to the issue and shares transfer agent (“RTA”) (whose name is mentioned on the website of the
stock exchange as eligible for this activity)
BOOK BUILDING PROCEDURE
The Issue is being made in terms of Rule 19(2)(b) of the SCRR, read with Regulation 252 of the SEBI ICDR Regulations.
The Issue is being made through the Book Building Process, in compliance with Regulation 253(1) and 253(2) of the SEBI
ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, 2025, wherein not more than 50% of the
Net Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company in consultation
with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors and the basis of such allocation will be on
a discretionary basis, of which one-third shall be reserved for the domestic Mutual Funds, subject to valid Bids being
received from the domestic Mutual Funds at or above Anchor Investor Allocation Price in accordance with the SEBI ICDR
Regulations. In the event of undersubscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares
shall be added to the QIB Portion (other than the Anchor Investor Portion). Further, 5% of the Net QIB Portion (excluding
the Anchor Investor Portion) shall be available for allocation on a proportionate basis only to Mutual Funds, subject to
valid Bids being received at or above the Issue Price, and the remainder of the Net QIB Portion shall be available for
allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids
being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the
Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the
remaining QIB Portion for proportionate allocation to QIBs. The SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR
(Amendment) Regulations, 2025, permits the issue of securities to the public through the Book Building Process, which
states that not less than 35% of the Net Issue shall be available for allocation to Individual Investors who applies for
minimum application size. Not less than 15% of the Net Issue shall be available for allocation to Non-Institutional Investors
of which one-third of the Non-Institutional Portion will be available for allocation to Bidders with an application size of
more than two lots and up to such lots as equivalent to not more than available for allocation two-thirds of the Non-

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Institutional Portion will be available for allocation to Bidders with an application size of more than Portion will be availab-
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. Subject to the availability of Equity Shares in the Non –Institutional investors
category, the allotment to each Non-Institutional Investors shall not be less than the minimum application size in Non-
Institutional Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in
accordance with the conditions specified in this regard in Schedule XIII of the SEBI (ICDR) (Amendment) Regulations,
2025.
Subject to valid bids being received at or above the Issue Price, under-subscription, if any, in any category, except the QIB
Portion, would be allowed to be met with spill-over 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 spillover from other categories or a combination of categories.
The Equity Shares, on allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
Investors should note that the Equity Shares will be allotted to all successful bidders only in dematerialized form. The Bid
cum Application Forms which do not have the details of the bidders’ depository account, including DP ID, Client ID, PAN
and UPI ID, as applicable, shall be treated as incomplete and will be rejected. Bidders will not have the option of being
Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialized subsequent to Allotment
of the Equity Shares in the Issue, subject to applicable laws.
Availability of Draft Red Herring Prospectus (DRHP)/ RHP/Prospectus and Application Forms
The Memorandum containing the salient features of this Draft Red Herring Prospectus together with the Application Forms
and copies of this Red Herring Prospectus may be obtained from the Registered Office of our Company, from the
Registered Office of the Book Running Lead Manager to the Offer, Registrar to the Offer as mentioned in the Application
form. The application forms may also be downloaded from the website of BSE i.e.; [Link]. Applicants shall
only use the specified Application Form for the purpose of making an Application in terms of this Red Herring Prospectus.
All the applicants shall have to apply only through the ASBA process. ASBA Applicants shall submit an Application Form
either in physical or electronic form to the SCSBs authorizing blocking of funds that are available in the bank account
specified in the Application Form. Applicants shall only use the specified Application Form for the purpose of making an
Application in terms of this Prospectus. The Application Form shall contain space for indicating number of specified
securities subscribed for in demat form.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be available
at the offices of the BRLM, the Designated Intermediaries at Bidding Centres, and Registered Office of our Company. An
electronic copy of the Bid cum Application Form will also be available for download on the websites of the BSE, at least
one day prior to the Bid/Issue Opening Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLM.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA process. ASBA
Bidders must provide either (i) the bank account details or authorisation to block funds in the ASBA Form, or (ii) the UPI
ID, as applicable, in the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details are
liable to be rejected. Applications made by the RIIs using third party bank account or using third party linked bank account
UPI ID are liable for rejection. Anchor Investors are not permitted to participate in the Issue through the ASBA process.
ASBA Bidders shall 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 are liable to be rejected. Since the Issue is made under Phase II of the UPI Circulars,
ASBA Bidders may submit the ASBA Form in the manner below:
i. Individual Investors (other than the Individual Investors using UPI Mechanism) may submit their ASBA Forms with
SCSBs (physically or online, as applicable), or online using the facility of linked online trading, demat and bank account
(3 in 1 type accounts), provided by certain brokers.
ii. Individual Investors using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, sub-syndicate
members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers.
iii. QIBs and NIBs may submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers,
RTAs or CDPs.

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Anchor Investors are not permitted to participate in the Issue through the ASBA process.
For Anchor Investors, the Anchor Investor Application Form will be available at the office of the BRLM. ASBA Bidders
are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Bid
Amount which can be blocked by the SCSB.
The prescribed colour of the Bid cum Application Form for various categories is as follows:
Category Colour of Application Form*
Anchor Investor*** White
Resident Indians, including resident QIBs, Non-Institutional Investors, Individual
White
Investors and Eligible NRIs applying on a non-repatriation basis
Non-Residents including eligible NRI's, FPI’s, FIIs, FVCIs, etc. applying on a
Blue
repatriation basis (ASBA)

*Excluding electronic Bid cum Application Forms. Electronic Bid cum Application Form will also be available for
download on the website of the BSE ([Link]).
** Bid cum application for Anchor Investor shall be made available at the Office of the BRLM.
Designated Intermediaries (other than SCSBs) after accepting Bid Cum Application Form submitted by Individual
Investors (without using UPI for payment), NIIs and QIBs shall capture and upload the relevant details in the electronic
bidding system of stock exchange(s) and shall submit/deliver the Bid Cum Application Forms to respective SCSBs where
the Bidders has a bank account and shall not submit it to any Non-SCSB Bank.
Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI for payment, after
accepting the Bid Cum Application Form, respective intermediary shall capture and upload the relevant application details,
including UPI ID, in the electronic bidding system of stock exchange(s).
Bidders shall only use the specified Bid Cum Application Form for making an Application in terms of the Draft Red
Herring Prospectus.
The Bid Cum Application Form shall contain information about the Bidder and the price and the number of Equity Shares
that the Bidders wish to apply for. Bid Cum Application Forms downloaded and printed from the websites of the Stock
Exchange shall bear a system generated unique application number. Bidders are required to ensure that the ASBA Account
has sufficient credit balance as an amount equivalent to the full Application Amount can be blocked by the SCSB or Sponsor
Bank at the time of submitting the Application.
An Investor, intending to subscribe to this Issue, shall submit a completed Bid Cum Application Form to any of the
following intermediaries (Collectively called – “Designated Intermediaries”).
S. No. Designated Intermediaries
1. An SCSB, with whom the bank account to be blocked, is maintained.
2. A syndicate member (or sub-syndicate member).
3. A stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of
the stock Exchange as eligible for this activity) (‘broker’).
4. A depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible
for this activity).
5. A registrar to an Issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of the stock
exchangeas eligible for this activity).
Individual Investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as
“Intermediaries”), and intending to use UPI, shall also enter their UPI ID in the Bid Cum Application Form.
The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by giving the
counter foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application
Form, in physical or electronic mode, respectively.
The upload of the details in the electronic bidding system of stock exchange will be done by:

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 For Applications After accepting the form, SCSB shall capture and upload the relevant details in the
submitted by Investors to electronic bidding system as specified by the stock exchange and may begin blocking
SCSB: funds available in the bank account specified in the form, to the extent of the application
money specified.
For applications After accepting the Bid Cum Application Form, respective Intermediary shall capture and
submitted by investors to upload the relevant details in the electronic bidding system of the stock exchange. Post
intermediaries other than uploading, they shall forward a schedule as per prescribed format along with the Bid Cum
SCSBs: Application Forms to designated branches of the respective SCSBs for blocking of funds
within one day of closure of Issue.
For applications After accepting the Bid Cum Application Form, respective intermediary shall capture and
submitted by investors to upload the relevant application details, including UPI ID, in the electronic bidding system
intermediaries other than of stock exchange. Stock Exchange shall share application details including the UPI ID
SCSBs with use of UPI for with sponsor bank on a continuous basis, to enable sponsor bank to initiate mandate
payment: request on investors for blocking of funds. Sponsor bank shall initiate request for blocking
of funds through NPCI to investor. Investor to accept mandate request for blocking of
funds, on his/her mobile application, associated with UPI ID linked bank account.
Stock Exchange shall validate the electronic bid details with depository’s records for DP ID/Client ID and PAN, on a real
time basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re-submission within
the time specified by stock exchange.
Stock exchange shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan
ID can be modified but not BOTH), Bank code and Location code, in the bid details already uploaded.
Upon completion and submission of the Bid Cum Application Form to Application Collecting intermediaries, the Bidders
are deemed to have authorized our Company to make the necessary changes in the Draft Red Herring Prospectus, without
prior or subsequent notice of such changes to the Bidders.
WHO CAN APPLY?
As per the existing RBI regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in its
circular, A.P. (DIR Series) Circular No. 44, dated December 08, 2003 that OCBs which are incorporated and are not under
the adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities in terms of
Regulation 5(1) of RBI Notification No. 20/2000-RB dated May 03, 2000 under FDI Scheme with the prior approval of
Government if the investment is through Government Route and with the prior approval of RBI if the investment is through
Automatic Route on case to case basis. OCBs may invest in this Issue provided it obtains a prior approval from the RBI or
prior approval from Government, as the case may be. On submission of such approval along with the Application Form, the
OCB shall be eligible to be considered for share allocation.
Each Applicants should check whether it is eligible to apply under applicable law. Furthermore, certain categories of
Applicants, such as NRIs, FPIs and FVCIs may not be allowed to apply in the Issue or to hold Equity Shares, in excess of
certain limits specified under applicable law. Applicants are requested to refer to the Draft Red Herring Prospectus for more
details.
Subject to the above, an illustrative list of Applicants is as follows:
a) Indian nationals resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as
amended, in single or as a joint application and minors having valid demat account as per Demographic Details
provided by the Depositories. Furthermore, based on the information provided by the Depositories, our Company
shall have the right to accept the Applications belonging to an account for the benefit of minor (under guardianship);
b) Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that the
application is being made in the name of the HUF in the Application Form as follows: “Name of Sole or First
applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”.
Applications by HUFs would be considered at par with those from individuals;
c) Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in
the Equity Shares under their respective constitutional and charter documents;
d) QIBs;
e) Mutual Funds registered with SEBI;
f) Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than
Eligible NRIs are not eligible to participate in this Issue;

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g) Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to RBI
permission, and the SEBI Regulations and other laws, as applicable);
h) FIIs and sub-accounts of FIIs registered with SEBI, other than a sub-account which is a foreign corporate or a foreign
individual under the QIB Portion;
i) Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
j) Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the Non-
Institutional applicant’s category;
k) Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development
Corporations;
l) Foreign Venture Capital Investors registered with the SEBI;
m) Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to
Trusts and who are authorized under their constitution to hold and invest in equity shares;
n) Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
o) Insurance Companies registered with Insurance Regulatory and Development Authority, India;
p) Provident Funds with minimum corpus of ₹25 Crores and who are authorized under their constitution to hold and
invest in equity shares;
q) Pension Funds with minimum corpus of ₹25 Crores and who are authorized under their constitution to hold and invest
in equity shares;
r) National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government
of India published in the Gazette of India;
s) Insurance funds set up and managed by army, navy or air force of the Union of India;
t) Multilateral and bilateral development financial institution;
u) Eligible QFIs;
v) Insurance funds set up and managed by army, navy or air force of the Union of India;
w) Insurance funds set up and managed by the Department of Posts, India;
x) Any other person eligible to applying in this Issue, under the laws, rules, regulations, guidelines and policiesapplicable
to them.
Applications not to be made by:
1. Minors (except under guardianship) 2. Partnership firms or their nominees
3. Foreign Nationals (except NRIs) 4. Overseas Corporate Bodies
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be Issued or sold and applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
MAXIMUM AND MINIMUM APPLICATION SIZE
1. For Individual Bidders:
The Application must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter, so as to
ensure that the Application Price payable by the Bidder exceed ₹ 2,00,000.
2. For Other than Individual Bidders (Non-Institutional Applicants and QIBs):
The Application must be more than Minimum Bid Lot Size of such number of Equity Shares that the Application Amount
exceeds ₹ 2,00,000 and in multiples of [●] Equity Shares thereafter. An application cannot be submitted for more than the
Net Issue Size. However, the maximum Application by a QIB investor should not exceed the investment limits prescribed
for them by applicable laws. Under existing SEBI Regulations, a QIB Bidder cannot withdraw its Application after the
Issue Closing Date and is required to pay 100% QIB Margin upon submission of Application.
Bidders are advised to ensure that any single Application from them does not exceed the investment limits or maximum
number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Draft Red
Herring Prospectus.
The above information is given for the benefit of the Bidders. The Company and the BRLM are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red
Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity
Shares applied for do not exceed the applicable limits under laws or regulations.

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METHOD OF BIDDING PROCESS
Our Company in consultation with the BRLM will decide the price band and the minimum bid lot size for the issue and
the same shall be advertised in all editions of the [●], English national newspaper, all editions of Hindi national newspaper
[●] and Marathi Edition of Regional newspaper [●] (Marathi Regional Language of Maharashtra) where the registered
office of the company is situated, each with wide circulation at least 2 (Two) Working Days prior to the Bid / Issue opening
date. The BRLM and the SCSBs shall accept Bids from the Bidders during the Bid / Issue Period.
a) The Bid / Issue Period shall be for a minimum of 3 (Three) Working Days and shall not exceed 10 (Ten) Working
Days. The Bid/ Issue Period maybe extended, if required, by an additional 3 (Three) Working Days, subject to the total
Bid/ Issue Period not exceeding 10 (Ten) Working Days. Any revision in the Price Band and the revised Bid / Issue
Period, if applicable, will be published in all editions of the English national newspaper [●], all editions of Hindi
national newspaper [●] and Marathi Edition of Regional newspaper [●] (Marathi Regional Language of Maharashtra)
where the registered office of the company is situated, each with wide circulation and also by indicating the change
on the websites of the BRLM.
b) During the Bid/ Issue Period, Individual Bidders, should approach the BRLM or their authorized agents to register
their Bids. The BRLM shall accept bids from anchor investors and ASBA bidders in specified cities and it shall have
the right to vet the bids during the bid/ issue period in accordance with the terms of the Draft Red Herring Prospectus.
ASBA bidders should approach the designated branches or the BRLM (for the Bids to be submitted in the Specified
Cities) to register their Bids.
c) Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for details refer
to the paragraph titled “Bids at Different Price Levels and Revision of Bids” below) within the Price Band and specify
the demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options submitted by the
Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated.
After determination of the Issue Price, the maximum number of Equity Shares Bid for by a Bidder/Applicant at or
above the Issue Price will be considered for allocation/Allotment and the rest of the Bid(s), irrespective of the Bid
Amount, will become automatically invalid.
d) The Bidder / Applicant cannot Bid through another Bid cum Application Form after Bids through one Bid cum
Application Form have been submitted to a BRLM or the SCSBs. Submission of a second Bid cum Application Form
to either the same or to another BRLM or SCSB will be treated as multiple bid and is liable to be rejected either before
entering the bid into the electronic bidding system, or at any point of time prior to the allocation or allotment of equity
shares in this issue. However, the bidder can revise the bid through the revision form, the procedure for which is
detailed under the paragraph “buildup of the book and revision of bids”.
e) Except in relation to the bids received from the anchor investors, the BRLM the SCSBs will enter each Bid option into
the electronic bidding system as a separate Bid and generate a Transaction Registration Slip, (“TRS”), for each price
and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid
cum Application Form.
f) The BRLM shall accept the Bids from the Anchor Investors during the Anchor Investor Bid/ Issue Period i.e. 1 (One)
Working Day prior to the Bid/ Issue Opening Date. Bids by QIBs under the Anchor Investor Portion and the QIB
Portion shall not be considered as multiple Bids.
g) Along with the Bid cum Application Form, Anchor Investors will make payment in the manner described in “Escrow
Mechanism - Terms of payment and payment into the Escrow Accounts” in the chapter titled “Issue Procedure”
beginning on page no. 334 of this Draft Red Herring Prospectus.
h) Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the Designated
Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as
mentioned in the Bid cum Application Form, prior to uploading such Bids with the Stock Exchange.
i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids
and shall not upload such Bids with the Stock Exchange.
j) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount
mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding system as a
separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder
on request.

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k) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment and
consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until
withdrawal/failure of the Issue or until withdrawal/rejection of the Bid cum Application Form, as the case may be.
Once the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the SCSB for
unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful Bidders to the
Public Issue Account. In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of
such informationfrom the Registrar to the Issue.
BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS
a) Our Company in consultation with the BRLM, and without the prior approval of, or intimation, to the Bidders, reserves
the right to revise the Price Band during the Bid/ Issue Period, provided that the Cap Price shall be less than or equal
to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision
in Price Band shall not exceed 20% on the either side i.e. the floor price can move up or down to the extent of 20% of
the floor price disclosed. If the revised price band decided, falls within two different price bands than the minimum
application lot size shall be decided based on the price band in which the higher price falls into.
b) Our Company in consultation with the BRLM, will finalize the Issue Price within the Price Band, without the prior
approval of, or intimation, to the Bidders.
c) The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity Shares
at a specific price. Individual Bidders may Bid at the Cut-off Price. However, bidding at the Cut-off Price is prohibited
for QIB and Non-Institutional Bidders and such Bids from QIB and Non-Institutional Bidders shall be rejected.
d) Individual Bidders, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any price within the Price
Band. Individual Bidders shall submit the Bid cum Application Form along with a cheque/demand draft for the Bid
Amount based on the Cap Price with the Syndicate. In case of ASBA Bidders (excluding Non-Institutional Bidders
and QIB Bidders) bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to block an amount based on
the Cap Price.
e) The price of the specified securities offered to an anchor investor shall not be lower than the price offered to other
applicants.
PARTICIPATION BY ASSOCIATES /AFFILIATES OF BRLM AND THE SYNDICATE MEMBERS
The BRLM and the Syndicate Members, if any, shall not be allowed to purchase in this Issue in any manner, except towards
fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and the Syndicate Members, if
any, may subscribe the Equity Shares in the Issue, either in the QIB Category or in the Non-Institutional Category as may
be applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own
account or on behalf of their clients.
Neither the BRLM nor any persons related to the BRLM (other than Mutual Funds sponsored by entities related to the
BRLM), Promoters and Promoter Group can apply in the Issue under the Anchor Investor Portion.
OPTION TO SUBSCRIBE IN THE ISSUE
a. As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in dematerialized form
only. Investors will not have the option of getting allotment of specified securities in physical form.
b. The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only.
c. A single application from any investor shall not exceed the investment limit/minimum number of Equity Shares that
can be held by him/her/it under the relevant regulations/statutory guidelines and applicable law.
INFORMATION FOR THE BIDDERS
1. Our Company and the BRLM shall declare the Issue Opening Date and Issue Closing Date in the Red Herring
Prospectus to be filed with the RoC and also publish the same in two national newspapers (one each in English and
Hindi) and in a regional newspaper with wide circulation. This advertisement shall be in prescribed format.
2. Our Company will file the Red Herring Prospectus with the RoC at least 3 (Three) Working Days before the Issue
Opening Date.

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3. Copies of the Bid Cum Application Form along with Abridge Prospectus and copies of the Red Herring Prospectus
will be available with the, the BRLM, the Registrar to the Issue, and at the Registered Office of our Company.
Electronic Bid Cum Application Forms will also be available on the websites of the Stock Exchange.
4. Any Bidder who would like to obtain the Red Herring Prospectus and/ or the Bid Cum Application Form can obtain
the same from our Registered Office.
5. Bidders who are interested in subscribing for the Equity Shares should approach Designated Intermediaries to register
their applications.
6. Bid Cum Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the
Designated Branch, or the respective Designated Intermediaries. Bid Cum Application Form submitted by Applicants
whose beneficiary account is inactive shall be rejected.
7. The Bid Cum Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom the
ASBA Account is maintained, or other Designated Intermediaries (Other than SCSBs). SCSBs may provide the
electronic mode of collecting either through an internet enabled collecting and banking facility or such other secured,
electronically enabled mechanism for applying and blocking funds in the ASBA Account. The Individual Applicants
has to apply only through UPI Channel, they have to provide the UPI ID and validate the blocking of the funds and
such Bid Cum Application Forms that do not contain such details are liable to be rejected.
8. Bidders applying directly through the SCSBs should ensure that the Bid Cum Application Form is submitted to a
Designated Branch of SCSB, where the ASBA Account is maintained. Applications submitted directly to the SCSB’s
or other Designated Intermediaries (Other than SCSBs), the relevant SCSB, shall block an amount in the ASBA
Account equal to the Application Amount specified in the Bid Cum Application Form, before entering the ASBA
application into the electronic system.
9. Except for applications by or on behalf of the Central or State Government and the Officials appointed by the courts
and by investors residing in the State of Sikkim, the Bidders, or in the case of application in joint names, the first
Bidder (the first name under which the beneficiary account is held), should mention his/her PAN allotted under the
Income Tax Act. In accordance with the SEBI Regulations, the PAN would be the sole identification number for
participating transacting in the securities market, irrespective of the amount of transaction. Any Bid Cum Application
Form without PAN is liable to be rejected. The demat accounts of Bidders for whom PAN details have not been
verified, excluding person resident in the State of Sikkim or persons who may be exempted from specifying their PAN
for transacting in the securities market, shall be “suspended for credit” and no credit of Equity Shares pursuant to the
Issue will be made into the accounts of such Bidders.
10. The Bidders may note that in case the PAN, the DP ID and Client ID mentioned in the Bid Cum Application Form
and entered into the electronic collecting system of the Stock Exchange Designated Intermediaries do not match with
PAN, the DP ID and Client ID available in the Depository database, the Bid Cum Application Form is liable to be
rejected.
BIDS BY ANCHOR INVESTORS
Our Company in consultation with the BRLM, may consider participation by Anchor Investors in the Issue for up to 60%
of the QIB Portion in accordance with the SEBI Regulations. Only QIBs as defined in Regulation 2(1)(ss) of the SEBI
Regulations and not otherwise excluded pursuant to Schedule XIII of the SEBI Regulations are eligible to invest. The QIB
Portion will be reduced in proportion to allocation under the Anchor Investor Portion. In the event of under-subscriptionin
the Anchor Investor Portion, the balance Equity Shares will be added to the QIB Portion. In accordance with the SEBI
Regulations, the key terms for participation in the Anchor Investor Portion are provided below.
1) Anchor Investor Bid cum Application Forms will be made available for the Anchor Investors at the offices of the
BRLM.
2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least ₹200.00 Lakhs.
A Bidcannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹200.00 Lakhs.
3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
4) Bidding for Anchor Investors will open 1 (One) Working Day before the Bid/ Issue Opening Date and be completed
on the same day.

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5) Our Company in consultation with the BRLM, will finalize allocation to the Anchor Investors on a discretionary basis,
provided that the minimum and maximum number of Allottees in the Anchor Investor Portion will be, as mentioned
below:
• where allocation in the Anchor Investor Portion is up to ₹200.00 Lakhs, maximum of 2 (two) Anchor Investors;
• where the allocation under the Anchor Investor Portion is more than ₹200.00 Lakhs but upto ₹2,500.00 Lakhs, minimum
of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum Allotment of ₹100.00 Lakhs per
Anchor Investor; and
• where the allocation under the Anchor Investor portion is more than ₹2,500.00 Lakhs: (i) minimum of 5 (five) and
maximum of 15 (fifteen) Anchor Investors for allocation upto ₹2,500.00 Lakhs; and (ii) an additional 10 Anchor
Investors for every additional allocation of ₹2,500.00 Lakhs or part thereof in the Anchor Investor Portion; subject
to a minimum Allotment of ₹100.00 Lakhs per Anchor Investor.
6) 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 is made will be made available in the public
domain by the BRLM before the Bid/ Issue Opening Date, through intimation to the Stock Exchange.
7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8) If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors within 2
(two) Working Days from the Bid/ Issue Closing Date. If the Issue Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Issue Price.
9) At the end of each day of the bidding period, the demand including allocation made to anchor investors, shall be
shown graphically on the bidding terminals of syndicate members and website of stock exchange offering
electronically linked transparent bidding facility, for information of public.
10) The Equity Shares Allotted in the Anchor Investor Portion will be locked in, in accordance with the SEBI ICDR
Regulations. 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked
in for a period of 90 days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted to
Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date of Allotment.
11) The BRLM, our Promoters, Promoter Group or any person related to them (except for Mutual Funds sponsored by
entities related to the BRLM will not participate in the Anchor Investor Portion. The parameters for selection of Anchor
Investors will be clearly identified by the BRLM and made available as part of the records of the BRLM for inspection
by SEBI.
12) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
13) Anchor Investors are not permitted to Bid in the Issue through the ASBA process.

BIDS BY ELIGIBLE NRI’S

Eligible NRIs or Overseas Citizen of India (OCI) may obtain copies of Bid cum Application Form from the Designated
Intermediaries. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be
considered for Allotment. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should
authorize their SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in
case of Bidding through the UPI Mechanism) to block their NonResident External (“NRE”) accounts, or Foreign Currency
Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders bidding on a non- repatriation basis by using Resident Forms
should authorize their SCSB (if they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request
(in case of Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid
Amount, at the time of the submission of the Bid cum Application Form. Participation of Eligible NRIs in the Offer shall
be subject to the FEMA Rules.
In accordance with the Consolidated FDI Policy, the total holding by any individual NRI, on a repatriation basis shall not
exceed 5.00% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5.00% 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, on a repatriation basis, 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 10.00% may be raised to 24.00% if a special resolution to that effect is passed by the
general body of the Indian company.
NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the UPI Circulars). Further,
subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Issue, provided the
UPI facility is enabled for their NRI/ NRO accounts.

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 NRIs applying in the Offer using UPI Mechanism are advised to enquire with the relevant bank whether their bank account
is UPI linked prior to making such application.
Investment by NRI or OCI on non-repatriation basis:
As per current FDI Policy 2017, schedule 4 of FEMA (Transfer or Issue of Security by Persons Resident outside India)
Regulations - Purchase/ sale of Capital Instruments or convertible notes or units or contribution to the capital of an LLP by
a NRI or OCI on non-repatriation basis - will be deemed to be domestic investment at par with the investment made by
residents. This is further subject to remittance channel restrictions. The Equity Shares have not been and will not be
registered under the U.S. Securities Act of 1933, as amended ("US Securities Act") or any other state securities laws in the
United States of America and may not be sold or offered within the United States of America, or to, or for the account or
benefit of "US Persons" as defined in Regulation S of the U.S. Securities Act, except pursuant to exemption from, or in a
transaction not subject to, the registration requirements of US Securities Act and applicable state securities laws.
Accordingly, the equity shares are being offered and sold only outside the United States of America in an offshore
transaction in reliance upon Regulation S under the US Securities Act and the applicable laws of the jurisdiction where
those offers and sale occur.
BIDS BY FPI INCLUDING FII’S
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the
same multiple entities having common ownership directly or indirectly of more than 50% or common control) must be
below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA NDI Rules, with effect from April 1,
2020, the aggregate FPI investment limit is the sectoral cap applicable to an Indian company as prescribed in the FEMA
NDI Rules with respect to its paid-up equity capital on a fully diluted basis. Currently, the sectoral cap for retail trading of
food products manufactured and/ or produced in India is 100% under automatic route.
FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified
by the Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate of registration issued
under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company
reserves the right to reject any Bid without assigning any reason. FPIs who wish to participate in the Offer are advised to
use the Bid cum Application Form for Non-Residents.
In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be
included.
The FEMA NDI Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management (Transfer
or Issue of Security by a Person Resident Outside India) Regulations, 2017, except as respects things done or omitted to
be done before such supersession. FPIs are permitted to participate in the Offer subject to compliance with conditions and
restrictions which may be specified by the Government from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation
21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments(as
defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI
against securities held by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative
instruments are issued only by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued
only to persons eligible for registration as Category I FPIs; (iii) such offshore derivative instruments are issued after
compliance with ‘know your client’ norms; and (iv) such other conditions as may be specified by SEBI from time to time.
An FPI issuing off-shore derivate instruments is also required to ensure that any transfer of off-shore derivative instruments
issued by, or on behalf of it subject to, inter alia, the following conditions:
i. such offshore derivative instruments are transferred to person subject to fulfilment of SEBI FPI Regulations; and
ii. prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred are pre-approved by the FPI.
Bids by FPIs which utilize the multi-investment manager structure in accordance with the Operational Guidelines for
Foreign Portfolio Investors and Designated Depository Participants issued to facilitate implementation of the SEBI FPI
Regulations (“Operational FPI Guidelines”), submitted with the same PAN but with different beneficiary account numbers,
Client IDs and DP IDs shall not be treated as multiple Bids (“MIM Bids”). It is hereby clarified that FPIs bearing the same
PAN may be treated as multiple Bids by a Bidder and may be rejected, except for Bids from FPIs that utilize the multi-
investment manager structure in accordance with the Operational FPI Guidelines (such structure referred to as “MIM
Structure”). In order to ensure valid Bids, FPIs making MIM Bids using the same PAN and with different beneficiary
account numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are under the MIM Structure

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and indicate the name of their investment managers in such confirmation which shall be submitted along with each of their
Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected.
For details of investment by FPIs, see chapter titled “Restrictions on Foreign Ownership of Indian Securities” beginning
on page 363. Participation of FPIs in the Issue is subject to the FEMA Rules.
As per the extent guidelines of the Government of India, OCBs cannot participate in this issue.
The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside
India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered
with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be
subject to other investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors.
The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the
Government of India/RBI while granting such approvals.
BIDS BY SEBI REGISTERED VCF’S, AIF’S AND FVCI’S
The SEBI FVCI Regulations, SEBI VCF Regulations and the SEBI AIF Regulations prescribe, inter alia, the investment
restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. FVCIs can invest only up to 33.33% of the
investible funds by way of subscription to an initial public offering. Category I AIF and Category II AIF cannot invest more
than 25% of the investible funds in one Investee Company directly or through investment in the units of other AIFs. A
Category III AIF cannot invest more than 10% of the investible funds in one Investee Company directly or through
investment in the units of other AIFs. However, large value funds for accredited investors of Category III AIFs may invest
up to 20% of the investible funds in an investee company. AIFs which are authorized under the fund documents to invest
in units of AIFs are prohibited from offering their units for subscription to other AIFs. A VCF registered as a Category I
AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its investible funds by way of subscription
to an initial public offering of a venture capital undertaking. Additionally, a VCF that has not re-registered as an AIF under
the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations (and accordingly shall not be
allowed to participate in the Offer) until the existing fund or scheme managed by the fund is wound up and such funds shall
not launch any new scheme after the notification of the SEBI AIF Regulations.
There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with other
categories for the purpose of allocation.
Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding Equity Shares prior to Offer,
shall be locked-in for a period of at least one year from the date of purchase of such Equity Shares.
All non-resident investors should note that refunds, dividends and other distributions, if any, will be payable in Indian
Rupees only and net of bank charges and commission.
The 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 HUFS
Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the Application
is being made in the name of the HUF in the Bid cum Application Form as follows: “Name of sole or first Applicant: XYZ
Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bid cum Applications by HUFs
may be considered at par with Bid cum Applications from individuals.
BIDS BY MUTUAL FUNDS
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments of
any single company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry
specific funds. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital
carrying voting rights.
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid
cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid cum Application in whole
or in part, in either case, without assigning any reason thereof.
In case of a mutual fund, a separate Bid cum Application can be made in respect of each scheme of the mutual fund

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registered with SEBI and such Applications in respect of more than one scheme of the mutual fund will not be treated as
multiple applications provided that the Bids clearly indicate the scheme concerned for which the Bids has been made.
The Bids made by the asset management companies or custodians of Mutual Funds shall specifically state the names of the
concerned schemes for which the Applications are made.
BIDS BY SYSTEMATICALLY IMPORTANT NON BANKING FINANCIAL COMPANIES
In case of Applications made by Systemically Important Non-Banking Financial Companies, a certified copy of the
certificate of registration issued by the RBI, a certified copy of its last audited financial statements on a standalone basis
and a net worth certificate from its statutory auditor(s), must be attached to the Bid cum Application Form. Failing this,
our Company reserve the right to reject any Application, without assigning any reason thereof. Systemically Important
Non-Banking Financial Companies participating in the Issue shall comply with all applicable legislations, regulations,
directions, guidelines and circulars issued by RBI from time to time.
BIDS BY LIMITED LIABILITY PARTNERSHIPS
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a
certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to
the Bid cum Application Form. Failing this, our Company reserves the right to reject any bid without assigning any reason
thereof.
Limited liability partnerships can participate in the Issue only through the ASBA process.
APPLICATIONS BY INSURANCE COMPANIES
In case of applications made by insurance companies registered with the IRDA, a certified copy of certificate of registration
issued by IRDA must be attached to the Application Form. Failing this, our Company reserves the right to reject any
application, without assigning any reason thereof. The exposure norms for insurers, prescribed under the Insurance
Regulatory and Development Authority (Investment) Regulations, 2000, as amended (The “IRDA Investment
Regulations”), are broadly set forth below:
a. Equity shares of a Company: the least of 10% of the investee Company’s subscribed capital (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
b. The entire group of the investee Company: not more than 15% of the respective fund in case of a life insurer or 15%
of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies belonging
to the group, whichever is lower; and
c. The industry sector in which the investee company belong to: not more than 15% of the fund of a life insurer or a
general insurer or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10%
ofthe investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and (c) above, as the
case may be. Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.
APPLICATION UNDER POWER OF ATTORNEY
In case of applications made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
FPI’s, Mutual Funds, insurance companies and provident funds with minimum corpus of ₹25 Crores (subject to applicable
law) and pension funds with a minimum corpus of ₹25 Crores, a certified copy of the power of attorney or the relevant
Resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of
association and/or bye laws must be lodged with the Application Form. Failing this, our Company reserves the right to accept
or reject any application in whole or in part, in either case, without assigning any reason therefore.
In addition to the above, certain additional documents are required to be submitted by the following entities:
a. With respect to applications by VCFs, FVCIs, FPIs and Mutual Funds, a certified copy of their SEBI registration
certificate must be lodged along with the Application Form. Failing this, our Company reserves the right to accept
or reject any application, in whole or in part, in either case without assigning any reasons thereof;
b. With respect to applications by insurance companies registered with the Insurance Regulatory and Development
Authority, in addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory
and Development Authority must be lodged with the Application Form as applicable. Failing this, our Company

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 reserves the right to accept or reject any application, in whole or in part, in either case without assigning any reasons
thereof;
c. With respect to applications made by provident funds with minimum corpus of ₹25 Crores (subject to applicable
law) and pension funds with a minimum corpus of ₹25 Crores, a certified copy of a certificate from a chartered accountant
certifying the corpus of the provident fund/pension fund must be lodged along with the Application Form. Failing this,
our Company reserves the right to accept or reject such application, in whole or in part, in either case without assigning any
reasons thereof;
d. With respect to Applications made by limited liability partnerships registered under the Limited Liability Partnership
Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must
be attached to the Application Form.
The Company in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging of the power
of attorney along with the Application Form, subject to such terms and conditions that the Company and the BRLM may
deem fit.
The Company, in its absolute discretion, reserves the right to permit the holder of the power of attorney to request the Registrar
to the Issue that, for the purpose of printing particulars on the refund order and mailing of the Allotment Advice / CANs /
letters notifying the unblocking of the bank accounts of ASBA applicants, the Demographic Details given on the Application
Form should be used (and not those obtained from the Depository of the application). In such cases, the Registrar to the Issue
shall use Demographic Details as given on the Application Form instead of those obtained from the Depositories.
The above information is given for the benefit of the Applicants. The Company and the BRLM are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of the Draft Red
Herring Prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity
Shares applied for do not exceed the applicable limits under laws or regulations.
The Applicants should note that in case the PAN, the DP ID and Client ID mentioned in the Application Form and entered
into the electronic system of the Stock Exchanges does not match with the PAN, DP ID and Client ID available in the
database of Depositories, the Application Form is liable to be rejected.
BIDS BY PROVIDENT FUNDS / PENSION FUNDS
In case of Bids made by provident funds with minimum corpus of ₹25 Crore (subject to applicable law) and pension funds
with minimum corpus of ₹25 Crore, a certified copy of certificate from a chartered accountant certifying the corpus of the
provident fund/ pension fund must be lodged along with the Bid cum Application Form. Failing this, the Company reserves
the right to accept or reject any bid in whole or in part, in either case, without assigning any reason thereof.
BIDS BY BANKING COMPANY
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued
by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum
Application Form, failing which our Company reserves the right to reject any Bid by a banking company without assigning
any reason.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949,
as amended (the “Banking Regulation Act”), and the Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016, is 10% of the paid-up share capital of the investee company not being its subsidiary engaged in non-
financial services or 10% of the banks’ own paid-up share capital and reserves, whichever is lower. However, a banking
company would be permitted to invest in excess of 10% but not exceeding 30% of the paid up share capital of such investee
company if (i) the investee company is engaged in non-financial activities permitted for banks in terms of Section 6(1) of
the Banking Regulation Act, or (ii) the additional acquisition is through restructuring of debt / corporate debt restructuring
/ strategic debt restructuring, or to protect the banks’ interest on loans / investments made to a company. The bank is
required to submit a time bound action plan for disposal of such shares within a specified period to RBI. A banking company
would require a prior approval of RBI to make
(i) investment in a subsidiary and a financial services company that is not a subsidiary (with certain exception prescribed),
and
(ii) investment in a nonfinancial services company in excess of 10% of such investee company‘s paid up share capital as
stated in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016.
BIDS BY SCSB’S
SCSBs participating in the Issue are required to comply with the terms of the SEBI circulars dated September 13, 2012 and

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January 2, 2013. Such SCSBs are required to ensure that for making Bid cum Applications on their own account using
ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account
shall be used solely for the purpose of making Bid cum application in public issues and clear demarcated funds should be
available in such account for such Bid cum applications.
ISSUANCE OF A CONFIRMATION NOTE (“CAN”) AND ALLOTMENT IN THE ISSUE
1. Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLM or Registrar to the Issue shall
send to the SCSBs a list of their Bidders who have been allocated Equity Shares in the Issue.
2. The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the Issue. The
dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder.
ISSUE PROCEDURE FOR APPLICATION SUPPORTED BY BLOCKED ACCOUNT (ASBA) BIDDERS
In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Bidders
have to compulsorily apply through the ASBA Process. Our Company and the BRLM are not liable for any amendments,
modifications, or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring
Prospectus. ASBA Bidders are advised to make their independent investigations and to ensure that the ASBA Bid Cum
Application Form is correctly filled up, as described in this section.
The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA Process
are provided on [Link] For details on designated
branches of SCSB collecting the Bid Cum Application Form, please refer the above-mentioned SEBI link.
TERMS OF PAYMENT
The entire Issue price of ₹[●]/- per share is payable on application. In case of allotment of lesser number of Equity Shares
than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the
Bidders.
SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance amount after
transfer will be unblocked by the SCSBs.
The Bidders should note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by SEBI and has
been established as an arrangement between our Company, Banker to the Issue and the Registrar to the Issue to facilitate
collections from the Bidders.
PAYMENT MECHANISM
The Bidders shall specify the bank account number in their Bid Cum Application Form and the SCSBs shall block an
amount equivalent to the Application Amount in the bank account specified in the Bid Cum Application Form. The SCSB
shall keep the Application Amount in the relevant bank account blocked until withdrawal/ rejection of the Application or
receipt of instructions from the Registrar to unblock the Application Amount. However, Non-Individual Bidders shall
neither withdraw nor lower the size of their applications at any stage. In the event of withdrawal or rejection of the Bid
Cum Application Form or for unsuccessful Bid Cum Application Forms, the Registrar to the Issue shall give instructions
to the SCSBs to unblock the application money in the relevant bank account within one day of receipt of such instruction.
The Application Amount shall remain blocked in the ASBA Account until finalization of the Basis of Allotment in the
Issue and consequent transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of the
Issue or until rejection of the Application by the ASBA Bidder, as the case may be.
Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Issue shall use only
Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account which
will be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors applying in public Issue have to use
UPI as a payment mechanism with Application Supported by Blocked Amount for making application.
PAYMENT INTO ESCROW ACCOUNT FOR ANCHOR INVESTORS
All the investors other than Anchor Investors are required to bid through ASBA Mode. Anchor Investors are requested to
note the following:
Our Company in consultation with the BRLM, in its absolute discretion, will decide the list of Anchor Investors to whom
the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be
notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into the Escrow Account
should be drawn in favour of:

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a. In case of resident Anchor Investors: “[●] IPO - Anchor Account - R”.
b. In case of Non - Resident Anchor Investors: “[●] IPO - Anchor Account - NR”.
c. Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement
between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Issue to facilitate
collections from the Anchor Investors.
ELECTRONIC REGISTRATION OF APPLICATIONS
1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange.
2. The Designated Intermediaries will undertake modification of selected fields in the application details already
uploaded before 5:00 p.m. of the Issue Closing Date.
3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions in
relation to:
a. the applications accepted by them;
b. the applications uploaded by them;
c. the applications accepted but not uploaded by them; or
d. With respect to applications by Bidders, applications accepted and uploaded by any Designated Intermediary other than
SCSBs, the Bid Cum Application Form along with relevant schedules shall be sent to the SCSBs or the Designated
Branch of the relevant SCSBs for blocking of funds and they will be responsible for blocking thenecessary amounts in
the ASBA Accounts. In case of Application accepted and Uploaded by SCSBs, the SCSBsor the Designated Branch of
the relevant SCSBs will be responsible for blocking the necessary amounts in the ASBA Accounts.
4. Neither the BRLM nor our Company nor the Registrar to the Issue, shall be responsible for any acts, mistakes or
errors or omission and commissions in relation to:
(i) The applications accepted by any Designated Intermediaries;
(ii) The applications uploaded by any Designated Intermediaries; or
(iii) The applications accepted but not uploaded by any Designated Intermediaries.
5. The Stock Exchange will offer an electronic facility for registering applications for the Issue. This facility will
available at the terminals of Designated Intermediaries and their authorized agents during the Issue Period. The
Designated Branches or agents of Designated Intermediaries can also set up facilities for off - line electronic
registration of applications subject to the condition that they will subsequently upload the off - line data file into the
online facilities on a regular basis. On the Issue Closing Date, the Designated Intermediaries shall upload the
applications till such time as may be permitted by the Stock Exchange. This information will be available with the
BRLM on a regular basis.
6. With respect to applications by Bidders, at the time of registering such applications, the Syndicate Bakers, DPs and
RTAs shall forward a Schedule as per format given below along with the Bid Cum Application Forms to Designated
Branches of the SCSBs for blocking of funds:
S. No. Details*
1. Symbol
2. Intermediary Code
3. Location Code
4. Application No.
5. Category
6. PAN
7. DP ID
8. Client ID
9. Quantity
10. Amount
*Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields.

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7. With respect to applications by Bidders, at the time of registering such applications, the Designated Intermediaries
shall enter the following information pertaining to the Bidders into in the on-line system:
• Name of the Bidder;
• IPO Name;
• Bid Cum Application Form Number;
• Investor Category;
• PAN (of First Bidder, if more than one Bidder);
• DP ID of the demat account of the Bidder;
• Client Identification Number of the demat account of the Bidder;
• Number of Equity Shares Applied for;
• Bank Account details;
• Locations of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB branch where
the ASBA Account is maintained; and
• Bank account number.
8. In case of submission of the Application by a Bidder through the Electronic Mode, the Bidder shall complete the
above-mentioned details and mention the bank account number, except the Electronic ASBA Bid Cum Application
Form number which shall be system generated.
9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment to the
investor, by giving the counter foil or specifying the application number to the investor, as a proof of having accepted
the Bid Cum Application Form in physical as well as electronic mode. The registration of the Application by the
Designated Intermediaries does not guarantee that the Equity Shares shall be allocated / allotted either by our
Company.
10. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.
11. In case of Non-Individual Bidders and Individual Bidders, applications would not be rejected except on the technical
grounds as mentioned in the Draft Red Herring Prospectus. The Designated Intermediaries shall have no right to reject
applications, except on technical grounds.
12. The permission given by the Stock Exchanges to use their network and software of the Online IPO system should not
in anyway be deemed or construed to mean that the compliance with various statutory and other requirements by our
Company and/or the BRLM are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify
or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor
does it take any responsibility for the financial or other soundness of our company; our Promoters, our management
or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or
completeness of any of the contents of this Draft Red Herring Prospectus, nor does it warrant that the Equity Shares
will be listed or will continue to be listed on the Stock Exchanges.
13. The Designated Intermediaries will be given time till 5:00 p.m. on the Bid/ Issue Closing Date to verify the DP ID
and Client ID uploaded in the online IPO system during the Issue Period, after which the Registrar to the Issue will
receive this data from the Stock Exchange and will validate the electronic application details with Depository’s
records. In case no corresponding record is available with Depositories, which matches the three parameters, namely
DP ID, Client ID and PAN, then such applications are liable to be rejected.
14. The SCSBs shall be given one day after the Bid/ Issue Closing Date to send confirmation of Funds blocked (Final
certificate) to the Registrar to the Issue.
15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such details
for applications.
BUILD OF THE BOOK
a. Bids received from various Bidders through the Designated Intermediaries may be electronically uploaded on the
Bidding Platform of the Stock Exchange on a regular basis. The book gets built up at various price levels. This
information may be available with the BRLM at the end of the Bid/ Issue Period.
b. Based on the aggregate demand and price for Bids registered on the Stock Exchange Platform, a graphical
representation of consolidated demand and price as available on the websites of the Stock Exchange may be made
available at the Bidding centres during the Bid/ Issue Period.

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WITHDRAWAL OF BIDS
a. Individual Investors can withdraw their Bids until Bid/ Issue Closing Date. In case a Individual Investors wishes to
withdraw the Bid during the Bid/ Issue Period, the same can be done by submitting a request for the same to the
concerned Designated Intermediary who shall do the requisite, including unblocking of the funds by the SCSB in the
ASBA Account.
b. The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account on the Designated
Date. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage.
PRICE DISCOVERY AND ALLOCATION
a. Based on the demand generated at various price levels, our Company in consultation with the BRLM, shall finalize the
Issue Price and the Anchor Investor Issue Price.
b. The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various categories of
Bidders in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the percentage
of Issue size available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the
RHP. For details in relation to allocation, the Bidder may refer to the RHP.
c. Under-subscription in any category (except QIB Category) is allowed to be met with spillover from any other category
or combination of categories at the discretion of the Issuer and the in consultation with the BRLM and the Designated
Stock Exchange and in accordance with the SEBI ICDR Regulations. Unsubscribed portion in QIB Category is not
available for subscription to other categories.
d. In case of under subscription in the Issue, spill-over to the extent of such under-subscription may be permitted from
the Reserved Portion to the Issue. For allocation in the event of an under-subscription applicable to the Issuer, Bidders
may refer to the RHP.
e. In case if the Individual Investor category is entitled to more than the allocated portion on proportionate basis, the
category shall be allotted that higher percentage.
f. Allocation to Anchor Investors shall be at the discretion of our Company and in consultation with the BRLM, subject
to compliance with the SEBI Regulations.
Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for
illustrative purposes and is not specific to the Issue; it also excludes Bidding by Anchor Investors. Bidders can bid at any
price within the Price Band. For instance, assume a Price Band of ₹ 20/- to ₹ 24/- per share, Issue size of 3,000 Equity
Shares and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given
below shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from
various investors.
Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the
desired number of Equity Shares is the price at which the book cuts off, i.e., ₹ 22.00/- in the above example. The Issuer,
in consultation with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ₹22.00/-. All
Bids at or above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the respective
categories.
SIGNING OF UNDERWRITING AGREEMENT AND REGISTERING OF RED HERRING
PROSPECTUS/PROSPECTUS WITH ROC
a. Our company has entered into an Underwriting Agreement dated [●];
b. A copy of Red Herring Prospectus will be filed with the ROC and copy of Prospectus will be filed with ROC in terms
of Section 32 of Companies Act, 2013 and Section 26 of Companies Act, 2013.
PRE - ISSUE AND PRICE BAND ADVERTISEMENT
Subject to Section 30 of the Companies Act and Regulation 250 (4) and 264 (1) of the SEBI ICDR Regulations and
amendments thereto, our Company shall, after filing the Red Herring Prospectus with the RoC, publish a pre-issue and

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price band advertisement, in the form prescribed under the SEBI ICDR Regulations, in all editions of English national
daily newspaper, [●], all editions of Hindi national daily newspaper, [●] editions of the Mumbai daily newspaper [●]
(Marathi being the regional language of Maharashtra where our Registered Office is located) each with wide circulation.
In the pre- issue and price band advertisement, we shall state the Bid/ Issue Opening Date and the Bid/ Issue Closing Date.
This advertisement, subject to the provisions of Section 30 of the Companies Act and Regulation 250(4) and 264(1) of the
SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, 2025 shall be in the format
prescribed in Part A of Schedule X of the SEBI ICDR (Amendment) Regulations, 2025.
GENERAL INSTRUCTIONS
Please note that the NIIs are not permitted to withdraw their bids or lower the size of Bids in terms of quantity of Equity
Shares or Bid Amount) at any stage. Individual Investor can revise their Bids during the Bid/ Issue period and withdraw
their Bids until Bid/ Issue Closing date.
Anchor investors are not allowed to withdraw their Bids after Anchor Investors bidding date.
Do‘s:
1. Check if you are eligible to apply as per the terms of the Draft Red Herring Prospectus and under applicable law,
rules, regulations, guidelines and approvals;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
4. Ensure that the details about the PAN, DP ID, Client ID, UPI ID are correct and the Bidders depository account is
active, as Allotment of the Equity Shares will be in the dematerialized form only;
5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre;
6. If the first applicant is not the account holder, ensure that the Bid cum Application Form is signed by the account
holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form;
7. In case of Joint bids, ensure the first bidder is the ASBA Account holder (or the UPI linked bank account holder, as
the case may be) and the signature of the first bidder is included in the Bid cum Application Form;
8. QIBs, Non-Institutional Bidders and the Individual Bidders should submit their Bids through the ASBA process only.
However, pursuant to SEBI circular dated November 01, 2018, RII may submit their bid by using UPI mechanism
for payment;
9. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form
should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary
account held in joint names;
10. Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for all your
Bid options;
11. Ensure that you have funds equal to the Bid Amount in the Bank Account maintained with the SCSB before
submitting the Bid cum Application Form under the ASBA process or application forms submitted by Indiviudal
Investor using UPI mechanism for payment, to the respective member of the Syndicate (in the Specified Locations),
the SCSBs, the Registered Broker (at the Broker Centers), the RTA (at the Designated RTA Locations) or CDP (at
the Designated CDP Locations);
12. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a
revised acknowledgment;
13. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the
securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July
20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should
mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials
appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details
received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable
description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents
of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which PAN is
not mentioned will be rejected;
14. Ensure that the Demographic Details are updated, true and correct in all respects;
15. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;

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16. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;
17. Ensure that the category and the investor status is indicated;
18. Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents
are submitted;
19. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian
laws;
20. Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Bid cum Application Form and
entered into the online IPO system of the Stock Exchange by the relevant Designated Intermediary, as the case may
be, do not match with the DP ID, Client ID and PAN available in the Depository database, then such Bids are liable
to be rejected. Where the Bid cum Application Form is submitted in joint names, ensure that the beneficiary account
is also held in the same joint names and such names are in the same sequence in which they appear in the Bid cum
Application Form;
21. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per the Bid
cum Application Form and the Red Herring Prospectus;
22. Ensure that you have mentioned the correct ASBA Account number or UPI ID in the Bid cum Application Form;
23. Ensure that you have mentioned the details of your own bank account for blocking of fund or your own bank account
linked UPI ID to make application in the Public Issue;
24. Ensure that on receipt of the mandate request from sponsor bank, you have taken necessary step in timely manner for
blocking of fund on your account through UPI ID using UPI application;
25. Ensure that you have correctly signed the authorization/undertaking box in the Bid cum Application Form, or have
otherwise provided an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA Account
equivalent to the Bid Amount mentioned in the Bid cum Application Form at the time of submission of the Bid;
26. Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of your
Bid cum Application Form; and
27. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Don‘ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
3. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock invest;
4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
5. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company;
6. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;
7. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
8. Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASBA process;
9. Do not Bid for a Bid Amount exceed ₹2,00,000/- (for Applications by Individual Bidders);
10. Do not fill up the Bid cum Application Form such that the Equity Shares Application exceeds the 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;
11. Do not submit the General Index Register number instead of the PAN;
12. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are blocked in the relevant
ASBA Account;
13. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application
Forms in a colour prescribed for another category of Applicant;
14. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;
15. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);
16. Do not submit a Bid by using details of the third party’s bank account or UPI ID which is linked with bank account
of the third party. Kindly note that Bids made using third party bank account or using third party linked bank account
UPI ID are liable for rejection.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
OTHER INSTRUCTIONS FOR THE BIDDERS JOINT BIDS

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In the case of Joint Bids, the Bids should be made in the name of the Bidders whose name appears first in the Depository
account. The name so entered should be the same as it appears in the Depository records. The signature of only such first
Bidders would be required in the Bid cum Application Form/Application Form and such first Bidder would be deemed to
have signed on behalfof the joint holders. All payments may be made out in favour of the Bidder whose name appears in
the Bid cum Application Form or the Revision Form and all communications may be addressed to such Bidder and may be
dispatched to his or her addressas per the Demographic Details received from the Depositories.
MULTIPLE BIDS
Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make a maximum of Bids at
three different price levels in the Bid cum Application Form and such options are not considered as multiple Bids.
Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate, SCSB or
Registered Broker and duplicate copies of Bid\cum Application Forms bearing the same application number shall be treated
as multiple Bids and are liable to be rejected.
INVESTOR GRIEVANCE
In case of any Pre-Issue or Post-Issue related problems regarding demat credit/refund orders/unblocking etc. The Investors
can contact the Compliance Officer of our Company.
NOMINATION FACILITY TO BIDDERS
Nomination facility is available in accordance with the provisions of Section 72 of the Companies Act, 2013. In case of
allotment of the Equity Shares in dematerialized form, there is no need to make a separate nomination as the nomination
registered with the Depository may prevail. For changing nominations, the Bidders should inform their respective DP.
SUBMISSION OF BIDS
a. During the Bid/Issue Period, Bidders may approach any of the Designated Intermediaries to register their Bids;
b. In case of Bidders (excluding NIIs and QIBs) Bidding at cut-off price, the Bidders may instruct the SCSBs to block
Bid Amount based on the Cap Price less Discount (if applicable);
c. For details of the timing on acceptance and upload of Bids in the Stock Exchange platform Bidders are requested to
refer to the Draft Read Herring Prospectus.
GROUNDS OF TECHNICAL REJECTIONS
Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds:
• Amount blocked does not tally with the amount payable for the Equity Shares applied for;
• In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm assuch
shall be entitled to apply;
• Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane persons;
• PAN not mentioned in the Bid cum Application Form;
• Bids at a price less than the Floor Price and Bids at a price more than the Cap Price;
• GIR number furnished instead of PAN;
• Bid for lower number of Equity Shares than specified for that category of investors;
• Bids at Cut-off Price by NIIs and QIBs;
• Bids for number of Equity Shares which are not in multiples Equity Shares which are not in multiples as specified in
the Draft Red Herring Prospectus;
• The amounts mentioned in the Bid cum Application Form/Application Form does not tally with the amount payable for
the value of the Equity Shares Bid/Applied for;
• Bids for lower number of Equity Shares than the minimum specified for that category of investors;
• Category not ticked;
• Multiple Bids as defined in the Draft Red Herring Prospectus;

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• In case of Bids under power of attorney or by limited companies, corporate, trust etc., where relevant documents are
not submitted;
• Bid accompanied by Stock invest/ money order/ postal order/ cash/ cheque/ demand draft/ pay order;
• Signature of sole Bidder is missing;
• Bid cum Application Forms not delivered by the Bidder within the time prescribed as per the Bid cum Application
Forms, Bid/Issue Opening Date advertisement and the Draft Red Herring Prospectus and as per the instructions in the
Draft Red Herring Prospectus and the Bid cum Application Forms;
• In case no corresponding record is available with the Depositories that matches three parameters namely, names of
the Bidders (including the order of names of joint holders), the Depository Participant‘s identity (DP ID) and the
beneficiary‘s account number;
• Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;
• Bid by OCBs;
• Bids by US persons other than in reliance on Regulation S or “qualified institutional buyers” as defined in Rule 144A
under the Securities Act;
• Inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application Form/Application
Form at the time of blocking such Bid Amount in the bank account;
• Bids not uploaded on the terminals of the Stock Exchanges;
• Where no confirmation is received from SCSB for blocking of funds;
• Bids by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the ASBA
Account in the Bid cum Application Form/Application Form. Bids not duly signed by the sole/First Bidder;
• Bids by any persons outside India if not in compliance with applicable foreign and Indian laws;
• Bids that do not comply with the securities laws of their respective jurisdictions are liable to be rejected;
• Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other
regulatory authority;
• Bids by persons who are not eligible to acquire Equity Shares of the Company in terms of all applicable laws, rules,
regulations, guidelines, and approvals; and
• Details of ASBA Account not provided in the Bid cum Application form.
For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the relevant section
the GID.
BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE
BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF
THE STOCK EXCHANGES BY THE BIDS COLLECTING INTERMEDIARIES DO NOT MATCH WITH PAN,
THE DP ID AND CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE, THE BID CUM
APPLICATION FORM IS LIABLE TO BE REJECTED.
BASIS OF ALLOCATION
a) The SEBI (ICDR) Regulations specify the allocation or Allotment that may be made to various categories of Bidders
in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of
Issue size available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the
Red Herring Prospectus. For details in relation to allocation, the Bidder may refer to the Red Herring Prospectus;
b) Under-Subscription in any category (except QIB Category) is allowed to be met with spill over from any other category
or combination of categories at the discretion of the Issuer and in consultation with the BRLM and the Designated
Stock Exchange and in accordance with the SEBI (ICDR) Regulations, Unsubscribed portion in QIB Category is not
available for subscription to other categories;

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c) In case of under subscription in the Issue, spill-over to the extent of such under-subscription may be permitted from
the Reserved Portion to the Issue. For allocation in the event of an under-subscription applicable to the Issuer, Bidders
may refer to the Red Herring Prospectus.
ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT
The Allotment of Equity Shares to Bidders other than Individual Investors and Anchor Investors may be on proportionate
basis. For Basis of Allotment to Anchor Investors, Bidders may refer to Draft Red Herring Prospectus. No Individual
Investor will be allotted less than the minimum Bid Lot subject to availability of shares in Individual Investor Category and
the remaining available shares, if any will be allotted on a proportionate basis. The Issuer is required to receive a minimum
subscription of 90% of the Issue.
Flow of Events from the closure of bidding period (T DAY) Till Allotment:
• On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the final certificates
received from the Sponsor Bank for UPI process and the SCSBs for ASBA and Syndicate ASBA process with the
electronic bid details;
• RTA identifies cases with mismatch of account number as per bid file/Final Certificate and as per applicant’s bank
account linked to depository demat account and seek clarification from SCSB to identify the applications with third
party account for rejection;
• Third party confirmation of applications to be completed by SCSBs on T+1 day;
• RTA prepares the list of final rejections and circulate the rejections list with BRLM(s)/Company for their
review/comments;
• Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE);
• The Designated Stock Exchange (DSE), post verification approves the basis and generates drawal of lots wherever
applicable, through a random number generation software;
• The RTA uploads the drawal numbers in their system and generates the final list of allotees as per process mentioned
below:
Process for generating list of allotees:
• Instruction is given by RTA in their Software System to reverse category wise all the application numbers in the
ascending order and generate the bucket/batch as per the allotment ratio. For example, if the application number is
78654321 then system reverses it to 12345687 and if the ratio of allottees to applicants in a category is 2:7 then the
system will create lots of 7. If the drawal of lots provided by Designated Stock Exchange (DSE) is 3 and 5 then the
system will pick every 3rd and 5th application in each of the lot of the category and these applications will be allotted
the shares in that category;
• In categories where there is proportionate allotment, the Registrar will prepare the proportionate working based on
the oversubscription times;
• In categories where there is undersubscription, the Registrar will do full allotment for all valid applications;
• On the basis of the above, the RTA will work out the allotees, partial allotees and non-allottees, prepare the fund
transfer letters and advice the SCSBs to debit or unblock the respective accounts.
BASIS OF ALLOTMENT
a. For Individual Bidders:
Bids received from the Individual Bidders at or above the Issue Price shall be grouped together to determine the total
demand under this category. The Allotment to all the successful Individual Bidders will be made at the Issue Price.
The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment to Individual Bidders
who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this category
is less than or equal to [●] Equity Shares at or above the Issue Price, full Allotment shall be made to the Individual Bidders
to the extent of their valid Bids.
If the aggregate demand in this category is greater than [●] Equity Shares at or above the Issue Price, the Allotment shall
be made on a proportionate basis up to a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter.

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For the method of proportionate Basis of Allotment, refer below.
b. For Non-Institutional Bidders
Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to determine the total
demand under this category. The Allotment to all successful Non-Institutional Bidders will be made at the Issue Price.
The Issue size less Allotment to QIBs and Individual Bidders shall be available for Allotment to Non-Institutional Bidders
who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this category
is less than or equal to [●] Equity Shares at or above the Issue Price, full Allotment shall be made to Non-Institutional Bidders
to the extent of their demand.
In case the aggregate demand in this category is greater than [●] Equity Shares at or above the Issue Price, Allotment shall
be made on a proportionate basis up to a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
For the method of proportionate Basis of Allotment refer below.
c. For QIBs
For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR Regulations or Red Herring
Prospectus / Prospectus. Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above the
Issue Price may be grouped together to determine the total demand under this category. The QIB Category may be available
for Allotment to QIBs who have Bid at a price that is equal to or greater than the Issue Price. Allotment may be undertaken
in the following manner: Allotment shall be undertaken in the following manner:
a) In the first instance allocation to Mutual Funds for [●]% of the QIB Portion shall be determined as follows:
• In the event that Bids by Mutual Fund exceeds [●]% of the QIB Portion, allocation to Mutual Funds shall be done on a
proportionate basis for [●]% of the QIB Portion.
• In the event that the aggregate demand from Mutual Funds is less than [●]% of the QIB Portion then all Mutual Funds
shall get full Allotment to the extent of valid Bids received above the Issue Price.
• Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for Allotment to all
QIB Bidders as set out in (b) below;
b) In the second instance Allotment to all QIBs shall be determined as follows:
• In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Issue
Price shall be allotted Equity Shares on a proportionate basis, upto a minimum of [●] Equity Shares and in multiples
of [●] Equity Shares thereafter for [●]% of the QIB Portion.
• Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for by
them, are eligible to receive Equity Shares on a proportionate basis, upto a minimum of [●] Equity Shares and in
multiples of [●] Equity Shares thereafter, along with other QIB Bidders.
• Under-subscription below [●]% of the QIB Portion, if any, from Mutual Funds, would be included for allocation to
the remaining QIB Bidders on a proportionate basis. The aggregate Allotment to QIB Bidders shall not be more than
[●] Equity Shares.
d. ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE):
a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price will be at the discretion of the
Issuer, in consultation with the BRLM, subject to compliance with the following requirements:
i) not more than 60% of the QIB Portion will be allocated to Anchor Investors;
ii) one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor
Investors; and
iii) allocation to Anchor Investors shall be on a discretionary basis and subject to:
• a maximum number of two Anchor Investors for allocation up to ₹2 crores;
• a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors for allocation of more than
₹2 crores and up to ₹25 crores subject to minimum allotment of ₹1 croresper such Anchor Investor; and
• in case of allocation above ₹25 crores; a minimum of 5 such investors and a maximum of 15 such investors for allocation
up to ₹25 crores and an additional 10 such investorsfor every additional ₹25 crores or part thereof, shall be permitted,
subject to a minimum allotment of ₹1 crores per such investor.
b) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received from Anchor
Investors. Based on the physical book and at the discretion of the Issuer, in consultation with the BRLM, selected
Anchor Investors will be sent a CAN and if required, a revised CAN.
c) In the event that the Issue Price is higher than the Anchor Investor Allocation Price:

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Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number of Equity Shares
allocated to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors are then
required to pay any additional amounts, being the difference between the Issue Price and the Anchor Investor Allocation
Price, as indicated in the revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the Allotment
Advice will be issued to such Anchor Investors.
d) In the event the Issue Price is lower than the Anchor Investor Allocation Price:
Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice.
e) Basis of Allotment for QIBs (other than Anchor Investors) and NIIs in case of Over Subscribed Issue:
In the event of the Issue being Over-Subscribed, the Issuer may finalise the Basis of Allotment in consultation with the
BSE (The Designated Stock Exchange). The allocation may be made in marketable lots on proportionate basis as set forth
hereunder:
a. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis i.e.
the total number of Shares applied for in that category multiplied by the inverse of the oversubscription ratio (number
of Bidders in the category multiplied by number of Shares applied for).
b. The number of Shares to be allocated to the successful Bidders will be arrived at on a proportionate basis in marketable
lots (i.e. Total number of Shares applied for into the inverse of the over subscription ratio).
c. For Bids where the proportionate allotment works out to less than [●] equity shares the allotment will be made as
follows:
• Each successful Bidder shall be allotted [●] equity shares; and
• The successful Bidder out of the total bidders for that category shall be determined by draw of lots in such a manner that
the total number of Shares allotted in that category is equal to the number of Shares worked out as per (b) above.
d. If the proportionate allotment to a Bidder works out to a number that is not a multiple of [●] equity shares, the Bidder
would be allotted Shares by rounding off to the nearest multiple of [●] equity shares subject to a minimum allotment
of [●] equity shares.
e. If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the Bidders in that
category, the balance available Shares or allocation shall be first adjusted against any category, where the allotted
Shares are not sufficient for proportionate allotment to the successful Bidder in that category, the balance Shares, if
any, remaining after such adjustment will be added to the category comprising Bidder applying for the minimum number
of Shares. If as a result of the process of rounding off to the nearest multiple of [●] Equity Shares, results in the actual
allotment being higher than the shares offered, the final allotment may be higher at the sole discretion of the Board of
Directors, up to 110% of the size of the Issue specified under the Capital Structure mentioned in this Draft Red Herring
Prospectus.
Individual Investor' means an investor who applies for minimum application size, as per SEBI (ICDR) Regulations, as
amended. Investors may note that in case of over subscription allotment shall be on proportionate basis and will be finalized
in consultation with BSE.
The Designated Person of BSE - the Designated Stock Exchange in addition to BRLM and Registrar to the Public Issue
shall be responsible to ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the
SEBI (ICDR) Regulations.
Issuance of Allotment Advice
1) Upon approval of the Basis of Allotment by the Designated Stock Exchange.
2) On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the
allotment and credit of equity shares. Bidders are advised to instruct their Depository Participants to accept the Equity
Shares that may be allotted to them pursuant to the Issue.
3) The BRLM or the Registrar to the Issue will dispatch an Allotment Advice to their Bidders who have been allocated
Equity Shares in the Issue. The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable
contract for the Allotment to such Bidder.
4) Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful
Bidders Depository Account within 2 (Two) Working Days of the Issue Closing date. The Issuer also ensures the
credit of shares to the successful Bidders Depository Account is completed within 1 (One) Working Day from the
date of allotment, after the funds are transferred from ASBA Public Issue Account to Public Issue account of the
issuer.
Designated Date

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On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into Public
Issue Account with the Bankers to the Issue.
The Company will Issue and dispatch letters of allotment/or letters of regret along with refund order or credit the
allotted securities to the respective beneficiary accounts, if any within a period of 2 (Two) Working Days of the Bid/Issue
Closing Date. The Company will intimate the details of allotment of securities to Depository immediately on allotment of
securities under relevant provisions of the Companies Act, 2013 or other applicable provisions, if any.
Instructions for Completing the Bid Cum Application Form
The Applications should be submitted on the prescribed Bid Cum Application Form and in BLOCK LETTERS in
ENGLISH only in accordance with the instructions contained herein and in the Bid Cum Application Form. Applications
not so made are liable to be rejected. Applications made using a third-party bank account or using third party UPI ID linked
bank account are liable to be rejected. Bid Cum Application Forms should bear the stamp of the Designated Intermediaries.
ASBA Bid Cum Application Forms, which do not bear the stamp of the Designated Intermediaries, will be rejected.
SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors
to submit Bid Cum Application Forms in public issues using the stock broker (Broker) network of Stock Exchanges, who
may notbe syndicate members in an Issue with effect from January 01, 2013. The list of Broker Centre is available on the
websites of BSE i.e. [Link], NSE i.e. [Link] with a view to broad base the reach of Investors by
substantial, enhancing the points for submission of applications, SEBI vide Circular No. CIR/CFD/POLICY CELL/11/2015
dated November 10, 2015 has permitted Registrar to the Issue and Share Transfer Agent and Depository Participants
registered with SEBI to accept the Bid Cum Application Forms in Public Issue with effect front January 01, 2016. The List
of ETA and DPs centres for collecting the application shall be disclosed is available on the websites of BSE i.e.
[Link], NSE i.e. [Link].
Bidder’s Depository Account and Bank Details
Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the Bid Cum
Application Form is mandatory and applications that do not contain such details are liable to be rejected.
Bidders should note that on the basis of name of the Bidders, Depository Participant's name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Bid Cum Application Form as entered
into the Stock Exchange online system, the Registrar to the Issue will obtain front the Depository the demographic details
including address, Bidders bank account details, MICR code and occupation (hereinafter referred to as “Demographic
Details”). These Demographic Details would be used for all correspondence with the Bidders including mailing of the
Allotment Advice. The Demographic Details given by Bidders in the Bid Cum Application Form would not be used for
any other purpose by the Registrar to the Issue.
By signing the Bid Cum Application Form, the Bidder would be deemed to have authorized the depositories to provide,
upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.
Submission of Bid Cum Application Form
All Bid Cum Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid
intermediaries shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter foil
or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application Form, in
physical or electronic mode, respectively.
Communications
All future communications in connection with Applications made in this Issue should be addressed to the Registrar to the
Issue quoting the full name of the sole or First Bidder, Bid Cum Application Form number, Bidders Depository Account
Details, number of Equity Shares applied for, date of Bid Cum Application Form, name and address of the Designated
Intermediary where the Application was submitted thereof and a copy of the acknowledgement slip.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related
problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc.
Disposal of Application and Application Moneys and Interest in Case of Delay
The Company shall ensure the dispatch of Allotment advice, and give benefit to the beneficiary account with Depository
Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (Two) working days of
date of Allotment of Equity Shares.
The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and

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commencement of trading at BSE where the Equity Shares are proposed to be listed are taken within 3 (Three) Working
Days from Issue Closing Date.
In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the
Company further undertakes that:
1. Allotment and Listing of Equity Shares shall be made within 3 (Three) Working Days of the Issue Closing Date;
2. Giving of Instructions for refund by unblocking of amount via ASBA not later than 2 (Two) Working Days of the Issue
Closing Date, would be ensured; and
3. If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our
Company and every officer in default shall, on and from expiry of prescribed time, be liable to repay such application
money, with interest as prescribed under SEBI (ICDR) Regulations, the Companies Act, 2013 and applicable law.
Further,in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may be
punishable with fine and/or imprisonment in such a case.
Right to Reject Applications
In case of QIB Bidders, the Company in consultation with the BRLM may reject Applications provided that the reasons
for rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional Bidders, Individual Bidders
who applied, the Company has a right to reject Applications based on technical grounds.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013 which is reproduced below:
“Any person who”
(a) Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) Makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 - any person who is found to be guilty of fraud
involving an amount of at least ten lakh rupees or one per cent. of the turnover of the company, whichever is lower shall
be punishable with imprisonment for a term which shall not be less than six months but which may extend to ten years
(provided that where the fraud involves public interest, such term shall not be less than three years) and shall also be liable
to fine which shall not be less than the amount involved in the fraud, but which may extend to three times the amount
involved in the fraud.
Provided further that where the fraud involves an amount less than ten lakh rupees 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 fifty lakh rupees or with both.
Undertakings by Our Company
We undertake as follows:
1) That the complaints received in respect of the Issue shall be attended expeditiously and satisfactorily;
2) That all steps will be taken for the completion of the necessary formalities for listing and commencement of trading
on Stock Exchange where the Equity Shares are proposed to be listed within 3 (Three) Working Days from Issue
Closure date;
3) That the funds required for making refunds as per the modes disclosed or dispatch of allotment advice by registered
post or speed post shall be made available to the Registrar and Share Transfer Agent to the Issue by our Company;
4) Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall
be sent to the applicant within 2 (Two) Working Days from the Issue Closing Date, giving details of the bank where
refunds shall be credited along with amount and expected date of electronic credit of refund;
5) That our Promoter ‘s contribution in full has already been brought in;
6) That no further Issue of Equity Shares shall be made till the Equity Shares Issued through the Prospectus are listed or
until the Application monies are refunded on account of non-listing, under-subscription etc.;
7) That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount while finalizing
the Basis of Allotment;

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8) If our Company does not proceed with the Issue the Bid/Issue Opening Date but before allotment, then the reason
thereof shall be given as a public notice to be issued by our Company within 2 (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 exchange on which the Equity Shares are proposed to be listed shall also be informed promptly;
9) If our Company withdraws the Issue after the Bid/ Issue Closing Date, our Company shall be required to file a fresh
Draft Red Herring Prospectus with the Stock exchange/RoC/SEBI, in the event our Company subsequently decides to
proceed with the Issue;
10) If allotment is not made within the prescribed time period under applicable law, the entire subscription amount received
will be refunded/ unblocked within the time prescribed under applicable law. If there is delay beyond the prescribed
time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI Regulations and applicable
law for the delayed period.
Utilization of Issue Proceeds
The Board of Directors of our Company certifies that:
1) 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 2013;
2) Details of all monies utilized out of the Issue referred above shall be disclosed and continue to be disclosed till the
time any part of the Issue proceeds remains unutilized, under an appropriate head in our balance sheet of our company
indicating the purpose for which such monies have been utilized;
3) Details of all unutilized monies out of the Issue, if any shall be disclosed under the appropriate separate head in the
balance sheet of our company indicating the form in which such unutilized monies have been invested;
4) Our Company shall comply with the requirements of SEBI Listing Regulations, 2015 in relation to the disclosure and
monitoring of the utilization of the proceeds of the Issue;
5) Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading of the Equity Shares
from the Stock Exchange where listing is sought has been received; and
6) The BRLM undertakes that the complaints or comments received in respect of the Issue shall be attended by our
Company expeditiously and satisfactorily;
Equity Shares in Dematerialized Form with NSDL or CDSL:
To enable all shareholders of our Company to have their shareholding in electronic form, the Company has signed the
following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:
a. Tripartite Agreement dated April 25, 2025 between NSDL, the Company and the Registrar to the Issue;
b. Tripartite Agreement dated April 25, 2025 between CDSL, the Company and the Registrar to the Issue.
The Company's equity shares bear an ISIN No.: INE1W3Q01011.

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 RESTRICTIONS 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
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. Foreign investment is allowed up to 100% under automatic route in our
Company.
The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment. The
Government has from time to time made policy pronouncements on foreign direct investment (“FDI”) through press notes
and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (earlier known as the Department of Industrial Policy and Promotion) (“DPIIT”), issued the FDI
Policy, which, with effect from October 15, 2020 consolidated, subsumed and superseded all previous press notes, press
releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. In terms of
FDI Policy, FDI to an extent of 51% is allowed in multi brand retail trading with government approval. 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.
Under the current FDI Policy and the FEMA Non-Debt Rules, foreign direct investment is not permitted in companies
engaged in (a) multi-brand retail trading, undertaking retail trading by means of e-commerce, and (b) inventory-based
model of e-commerce. In accordance with the FEMA Non-debt Rules, participation by non-residents in the Issue is
restricted to participation by (i) FPIs under Schedule II of the FEMA Non-debt Rules, subject to limit of the individual
holding of an FPI below 10% of the post-Issue paid-up capital of our Company and the aggregate limit for FPI investment
currently not exceeding the sectoral cap i.e. 51% of the post issue paid up share capital; and (ii) Eligible NRIs applying
only on a non-repatriation basis under Schedule IV of the FEMA Non-debt Rules. Further, other non-residents applying
on a repatriation basis, FVCIs and multilateral and bilateral development financial institutions are not permitted to
participate in the Issue. As per the existing policy of the Government of India, OCBs cannot participate in this issue. See
chapter titled “Issue Procedure” beginning on page no. 334 of this Draft Red Herring Prospectus.
The Government has from time to time made policy pronouncements on FDI through press notes and press releases. The
Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India (DIPP), issued
consolidates FDI Policy, which with effect from August 28, 2017 consolidates and supersedes all previous press notes,
press releases and clarifications on FDI issued by the DIPP that were in force and effect as on August 27, 2017. The
Government proposes to update the consolidated circular on FDI Policy once every year and therefore, the Consolidation
FDI Policy will be valid until the DIPP issues an updated circular.
The transfer of shares by an Indian resident to a Non-Resident does not require the prior approval of the FIPB or the RBI,
provided that (i) the activities of the investee company are under the automatic route under the Consolidated FDI Policy
and transfer does not attract the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011; (ii) the non-resident shareholding is within the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing
is in accordance with the guidelines prescribed by SEBI/RBI.
The foreign investment in our Company is governed by, inter-alia, the FEMA, the FEMA Non-debt Rules, the FDI Policy
issued and amended by way of press notes.
Further, in terms of the FEMA Non-debt Rules, the aggregate FPI investment limit is the sectoral cap applicable to Indian
company as prescribed in the FEMA Non-Debt Instruments Rules with respect to its paid-up equity capital on a fully
diluted basis. See chapter titled “Issue Procedure” beginning on page no. 334 of this Draft Red Herring Prospectus.
Further, in accordance with the FDI Policy, the Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT
and the FEMA Non-debt Rules, any investment, subscription, purchase or sale of equity instruments by entities of a country
which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen
of any such country (“Restricted Investors”), will require prior approval of the Government, as prescribed in the FDI Policy
and the FEMA Non-debt Rules. Further, in the event of transfer of ownership of any existing or future foreign direct
investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid
restriction/ purview, such subsequent change in the beneficial ownership will also require approval of the Government.
Furthermore, on April 22, 2020, the Ministry of Finance, Government of India has also made a similar amendment to the
FEMA Non-Debt Rules. 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

363
intimate our Company and the Registrar in writing about such approval along with a copy thereof within the Bid/Issue
Period.
The Equity Shares have not been and will not be registered under the U.S. Securities Act 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 only
being offered and sold outside the United States in offshore transactions in reliance on Regulation S and the applicable
laws of the jurisdiction where those Issues and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Applicants. Our Company and the BRLM are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red
Herring Prospectus. Applicants are advised to make their independent investigations and ensure that the Applications are
not in violation of laws or regulations applicable to them.

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 SECTION XIV- DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION

Sr. Article
No.
1. The Regulations contained in Table ‘F’ in the First Schedule to the Companies Act, 2013 shall not apply to the
Company except in so far as they are embodied in the following Articles,which shall be the regulations for
the Management of the Company.
INTERPRETATION CLAUSE
2. The marginal notes hereto shall not affect the construction hereof. In these presents, the following words and
expressions shall have the following meanings unless excluded by the subject or context:
a. ‘The Act’ or ‘The Companies Act’ shall mean ‘The Companies Act, 2013, its rules and any statutory
modifications or reenactments thereof.’
b. ‘The Board’ or ‘The Board of Directors’ means a meeting of the Directors duly called and constituted or as
the case may be, the Directors assembled at a Board, or the requisite number of Directors entitled to pass
a circular resolution in accordance with these Articles.
c. “Public company” means a company which
(a) is not a private company.
(b) has a minimum paid-up share capital of five lakh rupees or such higher paid-up capital, as may be prescribed
Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed
to be a public company for the purposes of this Act even where such subsidiary company continues to be a
private company in its articles
d. ‘Directors’ means the Directors for the time being of the Company.
e. ‘Writing’ includes printing, lithograph, typewriting and any other usual substitutes forwriting.
f. ‘Members’ means members of the Company holding a share or shares of any class.
g. ‘Month’ shall mean a calendar month.
h. ‘Paid-up’ shall include ‘credited as fully paid-up’.
i. ‘Person’ shall include any corporation as well as individual.
j. ‘These presents’ or ‘Regulations’ shall mean these Articles of Association as now framed or altered from
time to time and shall include the Memorandum where thecontext so requires.
k. ‘Section’ or ‘Sec.’ means Section of the Act.
l. Words importing the masculine gender shall include the feminine gender.
m. Except where the context otherwise requires, words importing the singular shall includethe plural and the
words importing the plural shall include the singular.
n. ‘Special Resolution’ means special resolution as defined by Section 114 in the Act.
o. ‘The Office’ means the Registered Office for the time being of the Company.
p. ‘The Register’ means the Register of Members to be kept pursuant to Section 88 of theCompanies Act,
2013.
q. ‘Proxy’ includes Attorney duly constituted under a Power of Attorney.

3. Except as provided by Section 67, no part of funds of the Company shall be employed in the purchase of the
shares of the Company, and the Company shall not directly or indirectly and whether by shares, or loans, give,
guarantee, the provision of security or otherwise any financial assistance for the purpose of or in connection with
a purchase or subscription made or to be made by any person of or for any shares in the Company
SHARE CAPITAL AND VARIATION OF RIGHTS
4. The Authorized Share Capital of the Company shall be as prescribed in Clause V of the Memorandum of
Association of the Company.
5. Subject to the provisions of the Act and these Articles, the shares in the capital of the Company for the time being
(including any shares forming part of any increased capital of the Company) shall be under the control of the

365
 Board who may allot the same or any of them to such persons, in such proportion and on such terms and conditions
and either at a premium or at par or at a discount (subject to compliance with the provisions of the Act) and at
such terms as they may, from time to time, think fit and proper and with the sanction of the Company in General
Meeting by a Special Resolution give to any person the option to call for or be allotted shares of any class of the
Company, either at par, at a premium or subject as aforesaid at a discount, such option being exercisable at such
times and for such consideration as the Board thinks fit unless the Company in General Meeting, by a Special
Resolution, otherwise decides. Any offer of further shares shall be deemed to include a right, exercisable by the
person to whom the shares are offered, to renounce the shares offered to him in favour of any other person.

Subject to the provisions of the Act, any redeemable Preference Share, including Cumulative Convertible
Preference Share may, with the sanction of an ordinary resolution be issued on the terms that they are, or at the
option of the Company are liable to be redeemed or converted on such terms and in such manner as the Company,
before the issue of the shares may, by special resolution, determine.
6. The Company in General Meeting, by a Special Resolution, may determine that any share (whether forming part
of the original capital or of any increased capital of the Company) shall be offered to such persons (whether
members or holders of debentures of the Company or not), giving them the option to call or be allotted shares of
any class of the Company either at a premium or at par or at a discount, (subject to compliance with the provisions
of Section 53) such option being exercisable at such times and for such consideration as may be directed by a
Special Resolution at a General Meeting of the Company or in General Meeting and may take any other provisions
whatsoever for the issue, allotment or disposal of any shares.
7. The Board may at any time increase the subscribed capital of the Company by issue of new shares out of the
unissued part of the Share Capital in the original or subsequently created capital, but subject to Section 62 of the
Act, and subject to the following conditions namely:
I.
a) Such further shares shall be offered to the persons who, at the date of the offer, are holder of the equity shares
of the Company in proportion, as nearly as circumstances admit, to the capital paid up on those shares at that
date.
b) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time not
being less than twenty-one days, from the date of the offer within which the offer, if not accepted, will be
deemed to have been declined.
c) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the
shares offered to him or any of them in favour of any other person and the notice referred to in clause (b)
shall contain a statement of this right.
d) After the expiry of the time specified in the notice aforesaid, or in respect of earlier intimation from the person
to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them in
such manner as it thinks most beneficial to the Company.

II. The Directors may, with the sanction of the Company in General Meeting by means of a special resolution,
offer and allot shares to any person at their discretion by following the provisions of section 62 of the Act
and other applicable provisions, if any.

III. Nothing in this Article shall apply to the increase in the subscribed capital of the Company which has been
approved by:

a) A Special Resolution passed by the Company in General Meeting before the issue of the debentures or the
raising of the loans, and
b) The Central Government before the issue of the debentures or raising of the loans or is in conformity with
the rules, if any, made by that Government in this behalf.
8. 1. The rights attached to each class of shares (unless otherwise provided by the terms of the issue of the shares
of the class) may, subject to the provisions of Section 48 of the Act, be varied with the consent in writing of

366
 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 General Meeting of the holders of the shares of that class.
2. To every such separate General Meeting, the provisions of these Articles relating to General Meeting shall
Mutatis Mutandis apply, but so that the necessary quorum shall be two persons at least holding or
representing by proxy one-tenth of the issued shares of that class.
Issue of further shares with disproportionate rights
9. Subject to the provisions of the Act, the rights conferred upon the holders of the shares of any class issued with
preferred or other rights or not, unless otherwise expressly provided for bythe terms of the issue of shares of
that class, be deemed to be varied by the creation of further shares ranking pari passu therewith.
Not to issue shares with disproportionate rights
10. Subject to the provisions of the Act, the rights conferred upon the holders of the shares of any class issued with
preferred or other rights or not, unless otherwise expressly provided for bythe terms of the issue of shares of
that class, be deemed to be varied by the creation of further shares ranking pari passu therewith.
Power to pay commission
11. The Company may, at any time, pay a commission to any person for subscribing or agreeingto subscribe
(whether absolutely or conditionally) for any share, debenture or debenture stock of the Company or procuring or
agreeing to procure subscriptions (whether absolute orconditional) for shares, such commission in respect of
shares shall be paid or payable out of the capital, the statutory conditions and requirements shall be observed and
complied with andthe amount or rate of commission shall not exceed five percent of the price at which the shares
are issued and in the case of debentures, the rate of commission shall not exceed, two and half percent of the price
at which the debentures are issued. The commission may be satisfied by the payment of cash or the allotment of
fully or partly paid shares or partly in one way and partly in the other. The Company may also, on any issue of
shares, pay such brokerage as may be lawful.
Liability of joint holders of shares
12. The joint holders of a share or shares shall be severally as well as jointly liable for the payment of all installments
and calls due in respect of such share or shares.
Trust not recognised
13. Save as otherwise provided by these Articles, the Company shall be entitled to treat the registered holder of any
share as the absolute owner thereof and accordingly, the Company shall not, except as ordered by a Court of
competent jurisdiction or as by a statute required, bebound to recognise any equitable, contingent, future or partial
interest lien, pledge or charge inany share or (except only by these presents otherwise provided for) any other
right in respect of any share except an absolute right to the entirety thereof in the registered holder.
Issue other than for cash
14. a. The Board may issue and allot shares in the capital of the Company as payment or part payment for any
property sold or goods transferred or machinery or appliances supplied or for services rendered or to be
rendered to the Company in or about the formation or promotion of the Company or the acquisition and or
conduct of its business and shares may be so allotted as fully paid-up shares, and if so issued, shall be deemed
to be fully paid-up shares.
b. As regards all allotments, from time to time made, the Board shall duly comply with Section 39 of the Act.
Acceptance of shares
15. An application signed by or on behalf of the applicant for shares in the Company, followed by an allotment of any
share therein, shall be acceptance of the shares within the meaning of these Articles; and every person who thus
or otherwise accepts any share and whose name is on the Register shall, for the purpose of these Articles, be a
shareholder.
SHARE CERTIFICATES
Member’s right to Share Certificates
16. 1. Every person whose name is entered as a member in the Register shall be entitled to receive without
payment:

367
 a. One certificate for all his shares; or
b. Share certificate shall be issued in marketable lots, where the share certificates are issued either for more or
less than the marketable lots, sub- division/consolidation into marketable lots shall be done free of charge.
2. The Company shall, within two months after the allotment and within fifteen days after application for
registration of the transfer of any share or debenture, complete and haveit ready for delivery; the share
certificates for all the shares and debentures so allotted ortransferred unless the conditions of issue of the
said shares otherwise provide.
3. Every certificate shall specify the shares to which it relates and the amount paid-up thereon.
4. The certificate of title to shares and duplicates thereof when necessary shall be issued under the seal of the
Company and signed by two Directors and the Secretary or authorised official(s) of the Company.
One Certificate for joint holders
17. In respect of any share or shares held jointly by several persons, the Company shall not be bound to issue more
than one certificate for the same share or shares and the delivery of a certificate for the share or shares to one of
several joint holders shall be sufficient delivery toall such holders. Subject as aforesaid, where more than one
share is so held, the joint holders shall be entitled to apply jointly for the issue of several certificates in accordance
with Article 20 below.
Renewal of Certificate
18. If a certificate be worn out, defaced, destroyed, or lost or if there is no further space on the back thereof for
endorsement of transfer, it shall, if requested, be replaced by a new certificate without any fee, provided however
that such new certificate shall not be given except upon delivery of the worn out or defaced or used up certificate,
for the purpose of cancellation, or upon proof of destruction or loss, on such terms as to evidence, advertisement
and indemnity and the payment of out of pocket expenses, as the Board may require in the case of the certificate
having been destroyed or lost. Any renewed certificate shall be marked as such in accordance with the provisions
of the act in force.
19. For every certificate issued under the last preceding Article, no fee shall be charged by the Company.
Splitting and consolidation of Share Certificate
20. The shares of the Company will be split up/consolidated in the following circumstances:
1. At the request of the member/s for split up of shares in marketable lot.
2. At the request of the member/s for consolidation of fraction shares into marketable lot. Directors may issue
new Certificate(s)
21. Where any share under the powers in that behalf herein contained are sold by the Directors and the certificate
thereof has not been delivered up to the Company by the former holder of the said shares, the Directors may issue
a new certificate for such shares distinguishing it in such manner as they think fit from the certificate not so
delivered up.
Person by whom installments are payable
22. If, by the conditions of allotment of any share, the whole or part of the amount or issue price thereof shall be
payable by installments, every such installment, shall, when due, be paid tothe 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 or
representatives, if any.
FURTHER ISSUE OF SHARES
23. The Board or the Company, as the case may be, may, in accordance with the Act issue further Shares to:
i.
a) Persons who, at the date of offer, are holders of equity shares of the Company; Unless otherwise decided by
the Board, such offer shall be deemed to include a right exercisable by the person concerned or renounce the
shares offered to him or any of them in favour of any other person; or
b) Employees under any scheme of employees’ stock option; or
c) Any persons, whether or not those persons include the persons referred to in clause (a) or clause (b) above.

368
 ii. A further issue of shares may be made in any manner whatsoever as the Board may determine including by
way of Preferential Offer or private placement, subject to and in accordance with the Act read with Rules
made thereunder and SEBI guidelines.
iii. Issue of Sweat shares: The Company may issue shares at discounted price by way of sweat equity shares or
in any other manner in accordance with the provisions of the Act or any other applicable law.
iv. Share Warrants: Subject to the provisions of the Act, the Company may issue with respect to any fully paid
shares, a warrant stating that the bearer of the warrants is entitled to the shares specified therein and may
provide coupons or otherwise, for payment of future dividends on the shares specified in the warrants and
may provide conditions for registering membership.

Subject to the provisions of the Act, the Company may from time to time issue warrants naked or otherwise or
issue coupons or other instruments and any combination of equityshares, debentures, preference shares or any
other instruments to such class of persons as the Board of Directors may deem fit with a right attached to the
holder ofsuch warrants or coupons or other instruments to subscribe to the equity shares or other instruments
within such time and at such price as the Board of Directors may decide as per the rules applicable from time to
time.
LIEN
Company’s lien on shares
24 The Company shall have first and paramount lien upon all shares other than fully paid-up shares registered in the
name of any member, either or jointly with any other person, and uponthe proceeds or sale thereof for all moneys
called or payable at a fixed time in respect of such shares and such lien shall extend to all dividends from time to
time declared in respect of suchshares. But the Directors, at any time, may declare any share to be exempt, wholly
or partially from the provisions of this Article. Unless otherwise agreed, the registration of transfer of shares shall
operate as a waiver of the Company’s lien, if any, on such shares.
As to enforcing lien by sale
25. For the purpose of enforcing such lien, the Board of Directors may sell the shares subject thereto in such manner
as it thinks fit, but no sale shall be made until the expiration of 14 days after a notice in writing stating and
demanding payment of such amount in respect of which thelien exists has been given to the registered holders of
the shares for the time being or to the person entitled to the shares by reason of the death of insolvency of the
register holder.
Authority to transfer
26. a. To give effect to such sale, the Board of Directors may authorise any person to transfer the shares sold to the
purchaser thereof and the purchaser shall be registered as the holder of the shares comprised in any such
transfer.
b. The purchaser shall not be bound to see the application of the purchase money, nor shall his title to the shares
be affected by any irregularity or invalidity in the proceedings relating to the sale.
Application of proceeds of sale
27. The net proceeds of any such sale shall be applied in or towards satisfaction of the said moneys due from the
member and the balance, if any, shall be paid to him or the person, if any, entitled by transmission to the shares
on the date of sale.
CALLS ON SHARES
Calls
28. Subject to the provisions of Section 49 of the Act, the Board of Directors may, from time to time, make such calls
as it thinks fit upon the members in respect of all moneys unpaid on the shares held by them respectively and not
by the conditions of allotment thereof made payable at fixed times, and the member shall pay the amount of every
call so made on him to the person and at the time and place appointed by the Board of Directors.
When call deemed to have been made

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29. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call
was passed. The Board of Directors making a call may by resolution determine that the call shall be deemed to be
made on a date subsequent to the date of the resolution, and in the absence of such a provision, a call shall be
deemed to have been made on the same date as that of the resolution of the Board of Directors making such calls.
Length of Notice of call
30. Not less than thirty days’ notice of any call shall be given specifying the time and place of payment provided that
before the time for payment of such call, the Directors may, by notice in writing to the members, extend the time
for payment thereof.
Sum payable in fixed installments to be deemed calls
31. If by the terms of issue of any share or otherwise, any amount is made payable at any fixed times, or by
installments at fixed time, whether on account of the share or by way of premium, every such amount or
installment shall be payable as if it were a call duly made by the Directors, on which due notice had been given,
and all the provisions herein contained in respect of calls shall relate and apply to such amount or installment
accordingly.
When interest on call or installment payable
32. If the sum payable in respect of any call or, installment be not paid on or before the day appointed for payment
thereof, the holder for the time being of the share in respect of which the call shall have been made or the
installment shall fall due, shall pay interest for the sameat the rate decided by the Board, from the day appointed
for the payment thereof to the time ofthe actual payment or at such lower rate as the Directors may determine.
The Board of Directors shall also be at liberty to waive payment of that interest wholly or in part.
Sums payable at fixed times to be treated as calls
33. The provisions of these Articles as to payment of interest shall apply in the case of non- payment of any such sum
which by the terms of issue of a share, become payable at a fixed time, whether on account of the amount of the
share or by way of premium, as if the same hadbecome payable by virtue of a call duly made and notified.
Payment of call in advance
34. The Board of Directors, may, if it thinks fit, receive from any member willing to advance all ofor any part of
the moneys uncalled and unpaid upon any shares held by him and upon all or any part of the money so advance
may (until the same would, but for such advance become presently payable) pay interest at such rate as the Board
of Directors may decide but shall not in respect of such advances confer a right to the dividend or participate in
profits.
Partial payment not to preclude forfeiture
35. Neither a judgment nor a decree in favour of the Company for calls or other moneys due in respect of any share
nor any part payment or satisfaction thereunder, nor the receipt by the Company of a portion of any money which
shall from, time to time, be due from any member inrespect of any share, either by way of principal or interest
nor any indulgency granted by the Company in respect of the payment of any such money shall preclude the
Company from thereafter proceeding to enforce a forfeiture of such shares as herein after provided.
FORFEITURE OF SHARES
If call or installment not paid, notice may be given
36. If a member fails to pay any call or installment of a call on the day appointed for the payment not paid thereof,
the Board of Directors may during such time as any part of such call or installment remains unpaid serve a notice
on him requiring payment of so much of the call or installment as is unpaid, together with any interest, which may
have accrued. The Board may accept in the name and for the benefit of the Company and upon such terms and
conditions asmay be agreed upon, the surrender of any share liable to forfeiture and so far as the law permits of
any other share.
Evidence action by Company against shareholders
37. On the trial or hearing of any action or suit brought by the Company against any shareholderor his representative
to recover any debt or money claimed to be due to the Company in respect of his share, it shall be sufficient to

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 prove that the name of the defendant is or was, when the claim arose, on the Register of shareholders of the
Company as a holder, or one of the holders of the number of shares in respect of which such claim is made, and
that the amount claimed is not entered as paid in the books of the Company and it shall not be necessary to prove
the appointment of the Directors who made any call nor that a quorum of Directors was present at the Board at
which any call was made nor that the meeting at which any call was made was duly convened or constituted nor
any other matter whatsoever; but the proof of the matters aforesaid shall be conclusive evidence of the debt.
Form of Notice
38. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of
the notice), on or before which the payment required by the notice is to be made, and shall state that, in the event
of non-payment on or before the day appointed, the shares in respect of which the call was made will be liable to
be forfeited.
If notice not complied with, shares may be forfeited
39. If the requirements of any such notice as, aforementioned are not complied with, any share in respect of which
the notice has been given may at any time thereafter, before the payment required by the notice has been made,
be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in
respect of the forfeited shares and not actually paid before the forfeiture.
Notice after forfeiture
40. When any share shall have been so forfeited, notice of the resolution shall be given to the member in whose name
it stood immediately prior to the forfeiture and an entry of the forfeiture shall not be in any manner invalidated
by any omission or neglect to give such noticeor to make such entry as aforesaid.
Boards’ right to dispose of forfeited shares or cancellation of forfeiture
41. A forfeited or surrendered share may be sold or otherwise disposed off on such terms and in such manner as the
Board may think fit, and at any time before such a sale or disposal, the forfeiture may be cancelled on such terms
as the Board may think fit.
Liability after forfeiture
42. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall,
notwithstanding such forfeiture, remain liable to pay and shallforthwith pay the Company all moneys, which at
the date of forfeiture is payable by him to the Company in respect of the share, whether such claim be barred by
limitation on the date of theforfeiture or not, but his liability shall cease if and when the Company received
payment in full of all such moneys due in respect of the shares.
Effect of forfeiture
43. The forfeiture of a share shall involve in the extinction of all interest in and also of all claimsand demands
against the Company in respect of the shares and all other rights incidental to the share, except only such of these
rights as by these Articles are expressly saved.
Evidence of forfeiture
44. A duly verified declaration in writing that the declarant is a Director of the Company and that a share in the
Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts
therein stated as against all persons claiming to be entitled to the share, and that declaration and the receipt of the
Company for the consideration, if any, given for the shares on the sale or disposal thereof, shall constitute a good
title to the share and the person to whom the share is sold or disposed of shall be registered as the holder ofthe
share and shall not be bound to see to the application of the purchase money (if any ) nor shall his title to the share
be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the
share.
Non-payment of sums payable at fixed times
45. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which by
terms of issue of a share, becomes payable at a fixed time, whether, on account of the amount of the share or
by way of premium or otherwise as if the same hadbeen payable by virtue of a call duly made and notified.

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Validity of such sales
46. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers herein before given, the
Directors may cause the purchaser’s name to be entered in the register in respect of the shares sold and may
issue fresh certificate in the name of such a [Link] purchaser shall not be bound to see to the regularity
of the proceedings, nor to the application of the purchase money and after his name has been entered in the register
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.
TRANSFER AND TRANSMISSION OF SHARES
Transfer
47. a. The instrument of transfer of any share in the Company shall be executed both by the transferor and the
transferee and the transferor shall be deemed to remain holder of the shares until the name of the transferee
is entered in the register of members in respect thereof.
b. The Board shall not register any transfer of shares unless a proper instrument of transfer duly stamped and
executed by the transferor and the transferee has been delivered to the Company along with the certificate
and such other evidence as the Company may require to prove the title of the transferor or his right to transfer
the shares.
Provided that where it is proved to the satisfaction of the Board that an instrument of transfer signed by the
transferor and the transferee has been lost, the Company may, if the Board thinks fit, on an application on
such terms in writing made by the transferee and bearing the stamp required for an instrument of transfer,
register the transfer onsuch terms as to indemnity as the Board may think fit.
c. An application for the registration of the transfer of any share or shares may be made either by the transferor
or the transferee, provided that where such application is made by the transferor, no registration shall, in the
case of partly paid shares, be effected unless the Company gives notice of the application to the transferee.
The Company shall, unless objection is made by the transferee within two weeks from the date of receipt of
the notice, enter in the register the name of the transferee in the same manner and subject to the same
conditions as if the application for registration was made by the transferee.
d. For the purpose of Sub-clause (c), notice to the transferee shall be deemed to havebeen duly given if
dispatched by prepaid registered post to the transferee at the address given in the instrument of transfer and
shall be delivered in the ordinary course of post.
e. Nothing in Sub-clause (d) shall prejudice any power of the Board to register as a shareholder any person to
whom the right to any share has been transmitted by operation of law.
Form of transfer
48. Shares in the Company shall be transferred by an instrument in writing in such common form as specified in
Section 56 of the Companies Act.
Board’s right to refuse to register
49. a. The Board may decline to recognise any instrument of transfer unless
i. The duly executed instrument of transfer is in the form as prescribed in rules made under subsection (1) of
section 56.
ii. The instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
iii. The instrument of transfer is in respect of only one class of shares.
Further right of Board of Directors to refuse to register
50. Notwithstanding anything contained in Sub-articles (b) and (c) of Article 46, the Board may not accept
applications for sub-division or consolidation of shares into denominations of less than hundred (100) except
when such a sub-division or consolidation is required to be made to comply with a statutory order or an order of
a competent Court of Law or a request from a member to convert his holding of odd lots, subject however, to
verification by the Company.
Fee on transfer or transmission

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51. No fee shall be charged by the Company for registration of transfers or for effecting transmission on shares on
the death of any member or for registering any letters of probate, letters of administration and similar other
documents.
Rights to shares on death of a member for transmission
52. a. In the event of death of any one or more of several joint holders, the survivor, or survivors, alone
shall be entitled to be recognised as having title to the shares.
b. In the event of death of any sole holder or of the death of last surviving holder, the executors or administrators
of such holder or other person legally entitled to the shares shall be entitled to be recognised by the Company
as having title to the shares of the deceased.

Provided that on production of such evidence as to title and on such indemnity or other terms as the Board may
deem sufficient, any person may be recognised as having title to the shares as heir or legal representative of the
deceased shareholder.
Provided further that if the deceased shareholder was a member of a Hindu Joint Family, the Board, on being
satisfied to that effect and on being satisfied that the shares standing in his name in fact belonged to the joint
family, may recognise the survivors of Karta thereof as having titles to the shares registered in the name of such
member.
Provided further that in any case, it shall be lawful for the Board in its absolute discretion, to dispense with the
production of probate or letters of administration or other legal representation upon such evidence and such terms
as to indemnity or otherwise as the Board may deem just.
Rights and liabilities of person
53. 1. Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon
such evidence being produced as may from time to time be required by the Board and subject as herein,
after provided elect either
a. to be registered himself as a holder of the share or
b. to make such transfer of the share as the deceased or insolvent member could have made.
2. The Board, shall, in either case, have the same right to decline or suspend registration as it would have
had, if the deceased or insolvent member had transferred the share before his death or insolvency.
Notice by such a person of his election
54. a. If the person so becoming entitled shall elect to be registered as holder of the shares himself, he shall deliver
or send to the Company a notice in writing signed by him stating that he so elects.
b. If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of
the share.
c. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death
or insolvency of the member had not occurred and the notice of transfer had been signed by that member.
No transfer to infant, etc.
55. No transfer shall be made to an infant or a person of unsound mind.
Endorsement of transfer and issue of certificate
56. Every endorsement upon the certificate of any share in favour of any transferee shall besigned by the
Secretary or by some person for the time being duly authorised by the Board in that behalf.
Custody of transfer
57. The instrument of transfer shall, after registration, remain in the custody of the Company. The Board may cause
to be destroyed all transfer deeds lying with the Company for a period of ten years or more.
Register of members
58. a. The Company shall keep a book to be called the Register of Members, and therein shall be entered the
particulars of every transfer or transmission of any share and all other particulars of shares required by the
Act to be entered in such Register.

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Closure of Register of members
b. On giving not less than seven working days’ previous notice in accordance with section 91 and rules made
thereunder, the registration of transfers may be suspended at such times and for such periods as the Board
may from time to time determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more than
forty-five days in the aggregate in any year
When instruments of transfer to be retained
c. All instruments of transfer which shall be registered shall be retained by the Companybut any instrument
of transfer which the Directors may decline to register shall be returned to the person depositing the same.
Company’s right to register transfer by apparent legal owner
59. The Company shall incur no liability or responsibility whatever in consequence of their registering or giving
effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or
appearing in the Register of Members) to the prejudice of persons having or claiming any equitable right, title or
interest to or in the same shares not withstanding that the Company may have had notice of such equitable right
or title or interest prohibiting registration of such transfer and may have entered such notice referred thereto in
any book of the Company and the Company shall not be bound by or required to regard or attend to or give effect
to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever
for refusing or neglecting so to do, though itmay have been entered or referred to in the books of the Company;
but the Company shall nevertheless be at liberty to have regard and to attend to any such notice and give effect
thereto, if the Board shall so think fit.
ALTERATION OF CAPITAL
Alteration and consolidation, sub-division and cancellation of shares
60. a) The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be
divided into shares of such amount, as may be specified in the resolution.
Subject to the provisions of section 61, the Company may, by ordinary resolution, —
1. Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.
2. Convert all or any of its fully paid-up shares into stock and reconvert that stock into fully paid-up shares of
the denomination.
3. Sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum, so
however, that in the sub-division on the proportion between the amount paid and the amount, if any, unpaid,
on each reduced share shall be the same as it was in the case of the shares from which the reduced share is
derived.
4. Cancel shares which, at the date of passing of the resolution in that behalf, 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.
5. The resolution whereby any share is sub-divided may determined that, as between the holder of the shares
resulting from such sub-division, one or more such shares shall have some preference or special advantage
as regards dividend, capital or otherwise over or as compared with the others.
6. Classify and reclassify its share capital from the shares on one class into sharesof other class or classes and
to attach thereto respectively such preferential, deferred, qualified or other special rights, privileges,
conditions or restrictions and to vary, modify or abrogate any such rights, privileges, conditions or restrictions
in such manner as may for the time being be permitted under legislative provisions for the time being in force
in that behalf.
Reduction of capital, etc. by Company
61. The Company may, by Special Resolution, reduce in any manner with and subject to any incident authorised and
consent as required by law:
a. its share capital.
b. any capital redemption reserve account; or
c. any share premium account.

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 SURRENDER OF SHARES
Surrender of shares
62. The Directors may, subject to the provisions of the Act, accept the surrender of any share by way of compromise
of any question as to the holder being properly registered in respect thereof.
MODIFICATION OF RIGHTS
Power of modify shares
63. The rights and privileges attached to each class of shares may be modified, commuted, affected, and abrogated in
the manner provided in Section 48 of the Act.
SET OFF OF MONEY DUE TO SHAREHOLDERS
Set off of moneys due to shareholders
64. Any money due from the Company to a shareholder may, without the consent of suchshareholder, be applied by
the Company in or towards payment of any money due from him, either alone or jointly with any other person, to
the Company in respect of calls.
CONVERSION OF SHARES INTO STOCK
Conversion of shares
65. The Company may, by Ordinary Resolution, convert all or any fully paid share(s) of any denomination into stock
and vice versa.
Transfer of stock
66. The holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same
regulations, under which, the shares from which the stock arose might before the conversion have been transferred,
or as near thereto as circumstances admit; provided that the Board may, from time to time, fix the minimum
amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares
from which the stock arose.
Right of stockholders
67. The holders of the stock shall, according to the amount of the stock held by them, have the same rights, privileges
and advantages as regards dividends, voting at meetings of theCompany and other matters, as if they held the
shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and
profits of the Company and its assets on winding up) shall be conferred by an amount of stock which would not,
if existing in shares, have conferred that privilege or advantage.
Applicability of regulations to stock and stockholders
68. Such of the regulations contained in these presents, other than those relating to share warrants as are applicable
to paid-up shares shall apply to stock and the words shares and shareholder in these presents shall include stock
and stockholder respectively.
DEMATERIALISATION OF SECURITIES
69. a) Definitions
For the purpose of this Article:
‘Beneficial Owner’ means a person or persons whose name is recorded as such with a depository.
‘SEBI’ means the Securities and Exchange Board of India.
‘Depository’ means a company formed and registered under the Companies Act, 2013, 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
‘Security’ means such security as may be specified by SEBI from time to time.
b) Dematerialisation of securities
Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise or
rematerialise its securities and to offer securities in a dematerialised form pursuant to the Depositories Act, 1996
and the rules framed thereunder, if any.
c) Options for investors

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 Every person subscribing to securities offered by the Company shall have the option to receive security
certificates or to hold the securities with a depository. Such a person, who is the beneficial owner of the securities,
can at any time opt out of a depository, if permitted by law, in respect of any security in the manner provided by
the Depositories Act and the Company shall, in the manner and within the time prescribed, issue to the 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 record the name of the allottee as the beneficial owner of the security.
d) Securities in depositories to be in fungible form
All securities held by a depository shall be dematerialised and be in fungible form. Nothing contained in Sections
89 and 186 of the Act shall apply to a depository inrespect of the securities held by it on behalf of the
beneficial owners.
e) Rights of depositories and beneficial owners:
i. Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall be
deemed to be the registered owner for the purposes of effecting transfer of ownership of security on
behalf of the beneficial owner.
ii. Save as otherwise provided in (a) above, the depository, as the registered owner of the securities, shall
not have any voting rights or any other rights in respect of the securities held by it.
iii. Every person holding securities of the Company and whose name is entered as the beneficial owner in
the records of the depository shall be deemed to be a member of the Company. The beneficial owner of
the securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect
of his securities which are held by a depository.
f) Service of documents
Notwithstanding anything in the Act or these Articles to the contrary, where securitiesare held in a depository,
the records of the beneficial ownership may be served by such depository on the Company by means of electronic
mode or by delivery of floppies or discs.
g) Transfer of securities
Nothing contained in Section 56 of the Act, or these Articles shall apply to transfer of securities effected by a
transferor and transferee both of whom are entered as beneficial owners in the records of a depository.
h) Allotment of securities dealt with in a depository
Notwithstanding anything in the Act or these Articles, where securities are dealt with in adepository, the Company
shall intimate the details thereof to the depository immediately on allotment of such securities.
i) Distinctive numbers of securities held in a depository
Nothing contained in the Act or these Articles regarding the necessity of having distinctive numbers of securities
issued by the Company shall apply to securities held in a depository.
j) Register and Index of Beneficial owners
The Register and Index of Beneficial Owners, maintained by a depository under the Depositories Act, 1996, shall
be deemed to be the Register and Index of Members and Security Holders for the purposes of these Articles.
k) Company to recognise the rights of registered holders as also the beneficialowners in the records
of the depository
Save as herein otherwise provided, the Company shall be entitled to treat the person whose name appears on the
Register of Members as the holder of any share, as alsothe beneficial owner of the shares in records of the
depository as the absolute owner thereof as regards receipt of dividends or bonus or services of notices and all or
any other matters connected with the Company, and accordingly, the Company shall not, except as ordered by a
Court of competent jurisdiction or as by law required, be boundto recognise any benami trust or equity or
equitable, contingent or other claim to or interest in such share on the part of any other person, whether or not it
shall have express or implied notice thereof.
GENERAL MEETINGS
Annual General Meeting
70. Subject to the provisions of the Act, the Company shall hold from time to time as provided by the Act in addition
to any other meetings, a general meeting as its Annual General Meeting. The Provisions of Section 96 of the Act
shall apply to such Annual General Meeting.

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Annual General Meeting when to be held
71. Every Annual General Meeting shall be called for a time during business hours and on such day (not being a
national holiday) as the Directors may from time to time determine and it shall be held either at the Registered
Office of the Company or at any place within the city, town or village in which the office of the Company for the
time being is situated.
Right to summon Extraordinary General Meeting
72. The Chairman or Managing Director or any other Director, may, whenever they think fit, and shall if so directed
by the Board, convene an Extraordinary General Meeting and the provisions of Section 100 of the Act, shall
apply in respect of such meeting.
Extraordinary Meeting by requisition
73. a. The Board shall, on the requisition of such number of members of the Company as is specified below, proceed
duly to call an Extraordinary General Meeting of the Company and comply with the provisions of the Act in
regard to meetings on requisition.
b. The requisition shall set our matters for the consideration of which the meeting is to be called, shall be signed
by the requisitionists and shall be deposited at the Registered Office of the Company or sent to the Company
by Registered Post addressed to the Company at its Registered Office.
c. The requisition may consist of several documents in like forms, each signed by one or more requisitionists.
d. The number of members entitled to requisition a meeting in regard to any matter shall be such number of
them as hold, on the date of the deposit of the requisition, not less than 1/10th of such of the paid-up capital
of the Company as at the date carries the right of the voting in regard to the matter set out in the requisition.
e. If the Board does not, within 21 days from the date of receipt of deposit of the requisition with regard to any
matter, proceed duly to call a meeting for the consideration of these matters on a date not later than 45 days
from the date of deposit of the requisition, the meeting may be called by the requisitionists themselves or
such of the requisitionists, as represent either majority in the value of the paid-up share capital held by them
or of not less than one tenth of such paid-up capital of the Company as is referred to in Sub- clause (d) above,
whichever is less.
Length of notice for calling meeting
74. A General Meeting of the Company may be called by giving not less than twenty one days notice in writing,
provided that a General Meeting may be called after giving shorter notice if consent thereto is accorded by the
members holding not less than 95 per cent of the part of the paid- up share capital which gives the right to vote
on the matters to be considered at the meeting.
Provided that where any member of the Company is entitled to vote only on some resolution or resolutions to be
moved at a meeting and not on the others, those members, shall be taken into account for purpose of this clause
in respect of the former resolution or resolutions and not in respect of the latter.
Accidental omission to give notice not to invalidate meeting
75. The accidental omission to give notice of any meeting to or the non-receipt of any such notice by any of the
members shall not invalidate the proceedings of any resolution passed at such meeting.
Special business and statement to be annexed
76. All business shall be deemed special that is transacted at an Extraordinary Meeting and also that is transacted at
an Annual Meeting with the exception of declaration of a dividend, the consideration of financial statements and
the reports of the Directors and Auditors thereon, the election of the Directors in the place of those retiring, and
the appointment of and the fixing of the remuneration of Auditors.

Where any item of business to be transacted at the meeting is deemed to be special as aforesaid, there shall be
annexed to the notice of the meeting a statement setting out all material facts concerning each such item of
business including in particular the nature of the concern or interest, if any, therein, of every Director and the
Manager, if any, every other Key Managerial Personnel and the relatives of Directors, Manager and other Key

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 Managerial Personnel. Where any item of business consists of the according of approval to any document by the
meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid.

Where any item of special business to be transacted at a meeting of the company relates to or affects any other
company, the extent of shareholding interest in that other company of every promoter, director, manager, if any,
and of every other key managerial personnel of the first mentioned company shall, if the extent of such
shareholding is not less than two per cent of the paid-up share capital of that company, also be set out in the
statement.
Quorum
77. i. No business shall be transacted at any general meeting unless a quorum of members is present at the time
when the meeting proceeds to business.
ii. Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section
103 of Companies Act 2013, as amended from time to time.
If quorum not present, when meeting to be dissolved and when to be adjourned
78. If within half an hour from the time appointed for the meeting, a quorum is not present, the meeting, if called
upon the requisition of members, shall be dissolved; in any other case, it shall stand adjourned to the same day in
the next week and at the same time and place or to such other day and to be at such other time and place as the
Board may determine and if at the adjourned meeting a quorum is not present within half an hour from the time
appointed for the meeting, the members present shall be a quorum.
Chairman of General Meeting
79. The Chairman of the Board of Directors shall preside at every General Meeting of the Company and if he is not
present within 15 minutes after the time appointed for holding the meeting, or if he is unwilling to act as Chairman,
the Vice Chairman of the Board of Directors shall preside over the General Meeting of the Company.
When Chairman is absent
80. If there is no such Chairman, or Vice Chairman or if at any General Meeting, either the Chairman or Vice
Chairman is not present within fifteen minutes after the time appointed for holding the meeting or if they are
unwilling to take the chair, the members present shall choose one of their members to be the Chairman.
Adjournment of meeting
81. The Chairman may, with the consent of any meeting at which a quorum is present and shall, if so directed by the
meeting, adjourn that meeting from time to time from place to place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

When 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. Save as aforesaid, it shall not be necessary to give any notice of adjournment or of the
business to be transacted at an adjourned meeting.
Resolutions at General Meeting how decided
82. At a General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands or by result
of voting through ballot papers or through electronic voting as per the provisions of Section 108, unless a poll is
(before or on the declaration of the result of the show of hands/ electronic voting) demanded in accordance with
the provisions of Section 109. Unless a poll is so demanded, a declaration by the Chairman that a resolution has,
on a show of hands/ ballot paper / electronic voting, been carried unanimously or by a particular majority or lost
and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact
without proof of the number of proportion of the votes recorded in favour of or against that resolution.
Casting vote
83. In the case of an equality of votes, the Chairman shall, whether on a show of hands, or electronically or on a poll,
as the case may be, have a casting vote in addition to the vote or votes to which he may be entitled as a member.
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84. If a poll is duly demanded in accordance with the provisions of Section 109, it shall be taken in such manner as
the Chairman, subject to the provisions of Section 109 of the Act, may direct, and the results of the poll shall be
deemed to be the decision of the meeting on the resolution on which the poll was taken.
In what cases poll taken without adjournment
85. A poll demanded on the election of Chairman or on a question of adjournment shall be taken forthwith. Where a
poll is demanded on any other question, adjournment shall be taken at such time not being later than forty-eight
hours from the time which demand was made, as the Chairman may direct.
Business may proceed notwithstanding demand for poll
86. A demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than
that on which a poll has been demanded; the demand for a poll may be withdrawn at any time by the person or
persons who made the demand.
VOTING RIGHTS
87. a) Every member of the Company holding Equity Share(s), shall have a right to vote in respect of such capital
on every resolution placed before the Company. On a show of hands, every such member present shall have
one vote and shall be entitled to vote in person or by proxy and his voting right on a poll or on e-voting shall
be in proportion to his share of the paid- up Equity Capital of the Company.
b) Every member holding any Preference Share shall in respect of such shares have a right to vote only on
resolutions which directly affect the rights attached to the Preference Shares and subject as aforesaid, every
such member shall in respect of such capital be entitled to vote in person or by proxy, if the dividend
due on such preference shares or any part of such dividend has remained unpaid in respect of an aggregate
period of not less than two years preceding the date of the meeting. Such dividend shall be deemed to be due
on Preference Shares in respect of any period, whether a dividend has been declared by the Company for
such period or not, on the day immediately following such period.
c) Whenever the holder of a Preference Share has a right to vote on any resolution in accordance with the
provisions of this article, his voting rights on a poll shall be in the same proportion as the capital paid-up in
respect of such Preference Shares bear to the total equity paid-up capital of the Company.
d) Voting by Electronic Means: A member may exercise his/her vote at a meeting by electronic means in
accordance with section 108 and shall vote only once.
Joint holders
88. In the case of joint holders, the vote of the first named of such joint holders who tender a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.
Member of unsound mind
89. A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in
lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such
committee or guardian may, on a poll vote byproxy.
No member entitled to vote while call due to Company
90. No member shall be entitled to vote at a General Meeting unless all calls or other sums presently payable by him
in respect of shares in the Company have been paid.
Proxies permitted on polls
91. On a poll, votes may be given either personally or by proxy provided that no Company shall vote by proxy as
long as resolution of its Directors in accordance with provisions of Section113 is in force.
Instrument of proxy
92. a. The instrument appointing a proxy shall be in writing under the hand of the appointed or of the attorney duly
authorised in writing, or if the appointer is a Corporation, either under the common seal or under the hand
of an officer or attorney so authorised. Any person may act as a proxy whether he is a member or not.
b. A body corporate (whether a company within the meaning of this Act or not) may:

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 i. If it is a member of the Company by resolution of its Board of Directors or other governing body, authorise
such persons as it thinks fit to act as its representatives at any meeting of the Company, or at any meeting of
any class of members of the Company.
ii. If it is a creditor (including a holder of debentures) of the Company, by resolution ofits Directors or other
governing body, authorise such person as it thinks fit to act as its representative at any meeting of any creditors
of the Company held in pursuance of this Act or of any rules made thereunder, or in pursuance of the provisions
contained in any debenture or trust deed, as the case may be.
c. 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 which he represents, as if he were
personally the member, creditor or debenture holder.
Instrument of proxy to be deposited at the office
93. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed
or a notary certified copy of that power of authority shall be deposited at the Registered Office of the Company
not less than forty-eight hours before the time for holdingthe meeting or adjourned meeting at which the person
named in the instrument proposed to vote, and in default, the instrument of proxy shall not be treated as valid.
Validity of vote by proxy
94. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous
death of the appointer, or revocation of the proxy, or transfer of theshare in respect of which the vote is given
provided no intimation in writing of the death, revocation or transfer shall have been received at the Registered
Office of the Company before the commencement of the meeting or adjourned meeting at which the proxy is
used.
Form of proxy
95. Any instrument appointing a proxy may be a two-way proxy form to enable the shareholders tovote for or against
any resolution at their discretion. The instrument of proxy shall be in the prescribed form as given in Form MGT-
11.
DIRECTORS
96. Unless otherwise determined by a General Meeting, the number of Directors shall not be less than 3 and not more
than 15.
97. Subject to the provisions of the Act as may be applicable, the Board may appoint any person as a Managing
Director to perform such functions as the Board may decide from time to time. Such Director shall be a Member
of the Board.
Qualification of Directors
98. Any person, whether a member of the Company or not, may be appointed as a director. No qualification by way
of holding shares in the capital of the Company shall be required of any Director.
Director’s remuneration
99. a. Until otherwise determined by the Company in General Meeting, each Director shall be entitled to receive
and be paid out of the funds of the Company a fee for each meeting of the Board of Directors or any committee
thereof, attended by him as may be fixed by the Board of Directors from time to time subject to the provisions
of Section 197 of the Act, and the Rules made thereunder. For the purpose of any resolution in this regard,
none of the Directors shall be deemed to be interested in the subject matter of the resolution. The Directors
shall also be entitled to be paid their reasonable travelling and hotel and other expenses incurred in
consequence of their attendance at meetings of the Board or of any committee of the Board or otherwise in
the execution of their duties as Directors either in India or elsewhere. The Managing/Whole-time Director of
the Company who is a full time employee, drawing remuneration will not be paid any fee for attending Board
Meetings.
b. Subject to the provisions of the Act, the Directors may, with the sanction of a Special Resolution passed in
the General Meeting and such sanction, if any, of the Government of India as may be required under the

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 Companies Act, sanction and pay to any or all the Directors such remuneration for their services as Directors
or otherwise and for such period and on such terms as they may deem fit.
c. Subject to the provisions of the Act, the Company in General Meeting may by Special Resolution sanction
and pay to the Director in addition to the said fees set out in sub- clause (a) above, a remuneration not
exceeding one per cent (1%) of the net profits of the Company calculated in accordance with the provisions
of Section 198 of the Act. The said amount of remuneration so calculated shall be divided equally between
all the Directors of the Company who held office as Directors at any time during the year of account in respect
of which such remuneration is paid or during any portion of such year irrespective of the length of the period
for which they held office respectively as such Directors.
d. Subject to the provisions of Section 188 of the Companies Act, and subject to such sanction of the Government
of India, as may be required under the Companies Act, if any Director shall be appointed to advise the
Directors as an expert or be called upon to perform extra services or make special exertions for any of the
purposes of the Company, the Directors may pay to such Director such special remuneration as they think fit;
such remuneration may be in the form of either salary, commission, or lump sum and may either be in addition
to or in substitution of the remuneration specified in clause (a) of the Article.
Directors may act notwithstanding vacancy
100. The continuing Directors may act not withstanding any vacancy in their body, but subject to the provisions
contained in Article 122 below: Rights of persons other than retiring Directors to stand for Directorships
Chairman or Vice-chairman of the Board
101. a. The Board may from time to time appoint any Director to be the Chairman and the Vice Chairman of the
Board. The Chairman and the Vice Chairman of the Board shall be subject to the same provisions as to
resignation and removal as the other Directors, and he ipso facto, and immediately ceases to be the Chairman
and the Vice Chairman if he ceases to hold the office of Director for any cause.
b. Subject to the provisions of the Act, the Chairman and the Vice Chairman may be paid such remuneration for
their services as Chairman and Vice Chairman respectively, and such reasonable expenses including expenses
connected with travel, secretarial service and entertainment, as may be decided by the Board of Directors
from time to time.
Authorise signing of receipts cheques etc.
102. All cheques, promissory notes, drafts, hundis, bills of exchange, receipts, acceptances, endorsements, dividend
warrants, releases, contracts and documents and other negotiable instruments, and all receipts for monies paid to
the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such
person and in such manner as the Board shall from time to time by resolution determine.
Casual vacancy
103. If the office of any Director becomes vacant before the expiry of the period of his Directorship in normal course,
the resulting casual vacancy may be filled by the Board at a Meeting of the Board subject to Section 161 of the
Act. Any person so appointed shall hold office only upto the date which the Director in whose place he is appointed
would have held office if the vacancy had not occurred as aforesaid.
Alternate Directors
104. (a) The Board may appoint an Alternate Director to act for a director hereinafter called in this clause “the
Original Director” during his absence for a period of not less than 3 months from India.
(b) An Alternate Director appointed as aforesaid shall vacate office if and when the Original Director returns
to India.
Independent Directors
105. (i) The Directors may appoint such number of Independent Directors as are required under Section 149 of the
Companies Act, 2013 or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from
time to time.
(ii) Independent directors shall possess such qualification as required under Section 149 of the companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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 (iii) Independent Director shall be appointed for such period as prescribed under relevant provisions of the
companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
shall not be liable to retire by rotation.
Women Director
106. The Directors shall appoint one women director as per the requirements of section 149 of the Act.
Key Managerial Personnel
107. Subject to the provisions of the Act, —
(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the
Board for such term, at such remuneration and upon such conditions as it may think fit; and any chief
executive officer, manager, company secretary or chief financial officer so appointed may be removed by
means of are solution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.
(iii) The Managing Director shall act as the Chairperson of the Company for all purposes subject to the provisions
contained in the Act and these articles.
Additional Directors
108. The Directors may, from time to time, appoint a person as an Additional Director provided that the number of
Directors and Additional Directors together shall not exceed the maximum number of Directors fixed for the
Board by the Articles. Any person appointed as an Additional Director shall hold office up to the date of the next
Annual General Meeting of the Company.
Debenture Director
109. Any trust deed for securing debentures or debenture-stocks may, if so arranged, provide for the appointment, from
time to time, by the Trustees thereof or by the holders of debentures or debenture-stocks, of some person to be a
Director of the Company and may empower such Trustees, holder of debentures or debenture-stocks, from time
to time, to remove and re- appoint any Director so appointed. The Director appointed under this Article is herein
referred to as “Debenture Director” and the term “Debenture Director” means the Director for the time being in
office under this Article. The Debenture Director shall not be bound to hold any qualification shares and shall not
be liable to retire by rotation or be removed by the Company. The Trust Deed may contain such ancillary
provisions as may be arranged between the Company and the Trustees and all such provisions shall have effect
notwithstanding any other provisions herein contained.
Corporation/Nominee Director
110. Any deed for securing loans by the Company from financial corporation’s may be so arranged to provide for the
appointment from time to time by the lending financial corporation of some person or persons to be a director or
directors of the Company and may empower such lending financial corporation from time to time to remove and
re- appoint any Director so appointed. A Director appointed under this Article is herein referred as “Nominee
Director” and the term “Nominee Director” means any director for time being in office under this Article. The
deed aforesaid may contain ancillary provisions as may be arranged between the Company and the lending
corporation and all such provisions shall have effect notwithstanding any of the other provisions herein contained.
Disclosure of interest of Directors
111. a. Subject to the provisions of the Act, the Directors shall not be disqualified by reason of their office as such
from contracting with the Company either as vendor, purchaser, lender, agent, broker, or otherwise, nor shall
any such contract or any contract or arrangement entered into by on behalf of the Company with any
Director or with any company or partnership of or in which any Director shall be a member or otherwise
interested be avoided nor shall any Director so contracting or being such member or so interested be liable to
account to the Company for any profit realized by such contract or arrangement by reason only of such
Director holding that office or of the fiduciary relation thereby established but the nature of the interest must
be disclosed by the Director at the meeting of the Board at which the contract or arrangements is determined
or if the interest then exists in any other case, at the first meeting of the Board after the acquisition of the
interest.

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 Provided nevertheless that no Director shall vote as a Director in respect of any contract or arrangement in
which he is so interested as aforesaid or take part in the proceedings thereat and he shall not be counted for the
purpose of ascertaining whether there is quorum of Directors present. This provision shall not apply to any
contract by or on behalf of the Company to indemnify the Directors or any of them against any loss they may
suffer by becoming or being sureties for the Company.
b. A Director may be or become a Director of any company promoted by this Company or in which this
Company may be interested as vendor, shareholder or otherwise and no such Director shall be accountable to
the Company for any benefits received as a Director or member of such company.

Vacation of office by Directors

112. The office of a Director shall be vacated if:
1. He is found to be unsound mind by a Court of competent jurisdiction;
2. He applies to be adjudicated as an insolvent;
3. He is an undercharged insolvent;
4. He is convicted by a Court of any offence whether involving moral turpitude or otherwise and is sentenced
in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from
the date of expiry of the sentence;
5. He fails to pay any call in respect of shares of the Company held by him, whether alone or jointly with others,
within six months from the last date fixed for the payment of thecall;
6. An order disqualifying him for appointment as Director has been passed by court ortribunal and the
order is in force.
7. He has not complied with Subsection (3) of Section 152
8. He has been convicted of the offence dealing with related party transaction undersection 188 at any
time during the preceding five years.
9. He absents himself from all meetings of the Board for a continuous period of twelvemonths, with or
without seeking leave of absence from the Board;
10. He acts in contravention of Section 184 of the Act and fails to disclose his interest in acontract in
contravention of section 184.
11. He becomes disqualified by an order of a court or the Tribunal
12. He is removed in pursuance of the provisions of the Act,
13. Having been appointed a Director by virtue of holding any office or other employment in the Company, he
ceases to hold such office or other employment in the Company; notwithstanding anything in Clause (4), (6)
and (8) aforesaid, the disqualification referredto in those clauses shall not take effect:
a. for thirty days from the date of the adjudication, sentence or order;
b. where any appeal or petition is preferred within the thirty days aforesaid against the adjudication, sentence
or conviction resulting in the sentence or order until the expiry of seven days from the date on which such
appeal or petition is disposed off; or
c. Where within the seven days as aforesaid, any further appeal or petition is preferred in respect of the
adjudication, sentence, conviction or order, and appeal or petition, if allowed, would result in the removal of
the disqualification, until such further appeal or petition is disposed off.

Rights of Directors
113. Except as otherwise provided by these Articles and subject to the provisions of the Act, all the Directors of the
Company shall have in all matters equal rights and privileges, and be subject to equal obligations and duties in
respect of the affairs of the Company.
Directors to comply with Section 184
114. Notwithstanding anything contained in these presents, any Director contracting with the Company shall comply
with the provisions of Section 184 of the Companies Act, 2013.
Director’s power of contract with Company
115. Subject to the limitations prescribed in the Companies Act 2013, the Directors shall be entitled to contract with
the Company and no Director shall be disqualified by having contracted with the Company as aforesaid.

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 ROTATION OF DIRECTORS
Rotation and retirement of Directors
116. At every annual meeting, one-third of the Directors shall retire by rotation in accordance with the provisions of
Section 152 of the Act.
Retiring Directors eligible for re-election
117. A retiring Director shall be eligible for re-election and the Company at the General Meeting at which a Director
who retires in the manner aforesaid may fill up vacated office by electing a person thereto.
Which Directors to retire
118. The Directors to retire every year shall be those who have been longest in office since their last election, but as
between persons who become Directors on the same day, those to retire shall, unless they otherwise agree among
themselves, be determined by lot.
Retiring Directors to remain in office till successors are appointed
119. Subject to Section 152 of the Act, if at any meeting at which an election of Directors ought to take place, the place
of the vacating or deceased Directors is not filled up and the meeting has not expressly resolved not to fill up or
appoint the vacancy, the meeting shall stand adjourned till the same day in the next week at the same time and
place, or if that day is a national holiday, till the next succeeding day which is not a holiday at the same time,
place, and if at the adjourned meeting the place of vacating Directors is not filled up and the meeting has also not
expressly resolved not to fill up the vacancy, then the vacating Directors or such of them as have not had their
places filled up shall be deemed to have been reappointed at the adjourned meeting.
Power of General Meeting to increase or reduce number of Directors
120. Subject to the provisions of Sections 149, 151 and 152 the Company in General Meeting may increase or reduce
the number of Directors subject to the limits set out in Article 93 and may also determine in what rotation the
increased or reduced number is to retire.
Power to remove Directors by ordinary resolution
121. Subject to provisions of Section 169 the Company, by Ordinary Resolution, may at any time remove any Director
except Government Directors before the expiry of his period of office, and may by Ordinary Resolution appoint
another person in his place. The person so appointed shall hold office until the date upto which his predecessor
would have held office if he had not been removed as aforementioned. A Director so removed from office shall
not be re-appointed as a Director by the Board of Directors. Special Notice shall be required of any resolution to
remove a Director under this Article, or to appoint somebody instead of the Director at the meeting at which he is
removed.
Rights of persons other than retiring Directors to stand for Directorships
122. Subject to the provisions of Section 160 of the Act, a person not being a retiring Director shall be eligible for
appointment to the office of a Director at any general meeting if he or some other member intending to propose
him as a Director has not less than fourteen days before the meeting, left at the office of the Company a notice in
writing under his hand signifying his candidature for the office of the Director, or the intention of such member
to propose him as a candidate for that office, as the case may be “along with a deposit of such sum as may be
prescribed by the Act or the Central Government from time to time which shall be refunded to such person or as
the case may be, to such member, if the person succeeds in getting elected as a Director or gets more than 25% of
total valid votes cast either on show of hands or electronically or on poll on such resolution”.
Register of Directors and KMP and their shareholding
123. The Company shall keep at its Registered Office a register containing the addresses and occupation and the other
particulars as required by Section 170 of the Act of its Directors and Key Managerial Personnel and shall send to
the Registrar of Companies returns as required by the Act.
Business to be carried on
124. The business of the Company shall be carried on by the Board of Directors.
PROCEEDINGS OF THE BOARD

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Meeting of the Directors
125. The Board may meet for the dispatch of business, adjourn and otherwise regulate its meetings, as it thinks fit,
provided that a meeting of the Board shall be held at least once in every one hundred and twenty days; and at least
four such meetings shall be held in every year.
Director may summon meeting
126. A Director may at any time request the Secretary to convene a meeting of the Directors and seven days notice of
meeting of directors shall be given to every director and such notice shall be sent by hand delivery or by post or
by electronic means.
Question how decided
127. a. Save as otherwise expressly provided in the Act, a meeting of the Directors for the time being at which a
quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or
under the regulations of the Company for the time being vested in or exercisable by the Directors generally
and all questions arising at any meeting of the Board shall be decided by a majority of the Board.s
b. In case of an equality of votes, the Chairman shall have a second or casting vote in addition to his vote as a
Director.
Right of continuing Directors when there is no quorum
128. The continuing Directors may act notwithstanding any vacancy in the Board, but if and as long as their number if
reduced below three, the continuing Directors or Director may act for the purpose of increasing the number of
Directors to three or for summoning a General Meeting of the Company and for no other purpose.
Quorum
129. The quorum for a meeting of the Board shall be one third of its total strength (any fraction contained in that one
third being rounded off as one) or two Directors whichever is higher; provided that where at any time the number
of interested Directors is equal to or exceeds two- thirds of the total strength, the number of the remaining
Directors, that is to say, the number of Directors who are not interested present at the meeting being not less than
two shall be the quorum during such time. The total strength of the Board shall mean the number of Directors
actually holding office as Directors on the date of the resolution or meeting, that is to say, the total strength of the
Board after deducting therefrom the number of Directors, if any, whose places are vacant at the time.
Election of Chairman to the Board
130. If no person has been appointed as Chairman or Vice Chairman under Article 98(a) or if at any meeting, the
Chairman or Vice Chairman of the Board is not present within fifteen minutes after the time appointed for holding
the meeting, the Directors present may choose one of their members to be the Chairman of the meeting.
Power to appoint Committees and to delegate
131. a. The Board may, from time to time, and at any time and in compliance with provisions of the act and SEBI
(Listing Obligations and Dislcosure Requirements) Regulations, 2015 constitute one or more Committees of
the Board consisting of such member or members of its body, as the Board may think fit.

Delegation of powers
b. Subject to the provisions of Section 179 the Board may delegate from time to time and at any time to any
Committee so appointed all or any of the powers, authorities and discretions for the time being vested in the
Board and such delegation may be made on such terms and subject to such conditions as the Board may
think fit and subject to provisions of the act and SEBI (Listing Obligations and Dislcosure Requirements)
Regulations, 2015.

c. The Board may from, time to time, revoke, add to or vary any powers, authorities and discretions so
delegated subject to provisions of the act and SEBI (Listing Obligations and Dislcosure Requirements)
Regulations, 2015.
Proceedings of Committee
132. The meeting and proceedings of any such Committee consisting of two or more members shall be governed by
the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same

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 are applicable thereto, and not superseded by any regulations made by the Directors under the last proceeding
Article.
Election of Chairman of the Committee
133. a. The Chairman or the Vice Chairman shall be the Chairman of its meetings, if either is not available or if at any
meeting either is not present within five minutes after the time appointed for holding the meeting, the members
present may choose one of their number to be Chairman of the meeting.
b. The quorum of a Committee may be fixed by the Board and until so fixed, if the Committee is of a single
member or two members, the quorum shall be one and if more than two members, it shall be two.
Question how determined
134. a. A Committee may meet and adjourn as it thinks proper.
b. Questions arising at any meeting of a Committee shall be determined by the sole member of the Committee
or by a majority of votes of the members present as the case may be and in case of an equality of votes, the
Chairman shall have a second or casting vote in addition to his vote as a member of the Committee.
Acts done by Board or Committee valid, notwithstanding defective appointment, etc.
135. All acts done by any meeting of the Board or a Committee thereof, or by any person acting as a Director shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or
more of such Directors or any person acting as aforesaid, or that any of them was disqualified, be as valid as if
every such Director and such person had been duly appointed and was qualified to be a Director.
Resolution by circulation
136. Save as otherwise expressly provided in the Act, a resolution in writing circulated in draft together with necessary
papers, if any, to all the members of the Committee then in India (not being less in number than the quorum fixed
for the meeting of the Board or the Committee as the case may) and to all other Directors or members at their
usual address in India or by a majority of such of them as are entitled to vote on the resolution shall be valid and
effectual as if it had been a resolution duly passed at a meeting of the Board or Committee duly convened and
held.
POWERS AND DUTIES OF DIRECTORS
General powers of Company vested in Directors
137. The business of the Company shall be managed by the Directors who may exercise all such powers of the
Company as are not, by the act or any statutory modification thereof for the time being in force, or by these
Articles, required to be exercised by the Company in General Meeting, subject nevertheless to any regulation of
these Articles, to the provisions of the said Act, and to such regulations being not inconsistent with the aforesaid
regulations or provisions as may be prescribed by the Company in General Meeting; but no regulation made by
the Company in General Meeting, shall invalidate any prior act of the Directors which would have been valid if
that regulation had not been made.
Attorney of the Company
138. The Board may appoint at any time and from time to time by a power of attorney under the Company’s seal, any
person to be the Attorney 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 Articles and for such period and subject to such
conditions as the Board may from time to time think fit and any such appointment, may, if the Board thinks fit,
be made in favour of the members, or any of the members of any firm or company, or the members, Directors,
nominees or managers of any firm or company or otherwise in favour of any body or persons whether nominated
directly or indirectly by the Board and any such power of attorney may contain such provisions for the protection
or convenience of persons dealing with such attorney as the Board may think fit.
Power to authorise sub delegation
139. The Board may authorise any such delegate or attorney as aforesaid to sub-delegate all or any of the powers and
authorities for the time being vested in him.
Directors’ duty to comply with the provisions of the Act

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140. The Board shall duly comply with the provisions of the Act and in particular with the provisions in regard to the
registration of the particulars of mortgages and charges affecting the property of the Company or created by it,
and keep a register of the Directors, and send to the Registrar an annual list of members and a summary of
particulars relating thereto, and notice of any consolidation or increase of share capital and copies of special
resolutions, and such other resolutions and agreements required to be filed under Section 117 of the Act and a
copy of the Register of Directors and notifications of any change therein.
Special power of Directors
141. In furtherance of and without prejudice to the general powers conferred by or implied in Article 130 and other
powers conferred by these Articles, and subject to the provisions of Sections 179 and 180 of the Act, that may
become applicable, it is hereby expressly declared that it shall be lawful for the Directors to carry out all or any
of the objects set forth in the Memorandum of Association and to the following things.
142. To acquire and dispose of property and rights
a. To purchase or otherwise acquire for the Company any property, rights or privileges which the Company is
authorised to acquire at such price and generally on such terms and conditions as they think fit and to sell,
let, exchange, or otherwise dispose of the property, privileges and undertakings of the Company upon such
terms and conditions and for such consideration as they may think fit.

To pay for property in debentures, etc.

b. At their discretion to pay for any property, rights and privileges acquired by 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 shares may be issued either as fully paid- up or with such amount credited as paid-
up, the sum as may be either specifically charged upon all or any part of the property of the Company and
its uncalled capital or not so charged.

To secure contracts by mortgages

c. To secure the fulfillment of any contracts or agreements entered into by the Company by mortgage or charge
of all or any of the property of the Company and its uncalled capital for the time being or in such other
manner as they think fit.

To appoint officers, etc.

d. To appoint and at their discretion remove, or suspend such agents, secretaries, officers, clerks 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 fix their powers and duties and fix their salaries or emoluments and to the required
security in such instances andto such amount as they think fit.
e. To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its
officers or otherwise concerning the affairs of the Company and also to compound and allow time for
payments or satisfaction of any dues and of any claims or demands by or against the Company.

To refer to arbitration
f. To refer to, any claims or demands by or against the Company to arbitration and observe and perform the
awards.

To give receipt
g. To make and give receipts, releases and other discharges for money payable to the Company and of the
claims and demands of the Company.

To act in matters of bankrupts and insolvents

h. To act on behalf of the Company in all matters relating to bankrupts and insolvents.

To give security by way of indemnity

i. To execute in the name and on behalf of the Company in favour of any Director or other person who may
incur or be about to incur any personal liability for the benefit of the Company such mortgages of the
Company’s property (present and future) as they think fit and any such mortgage may contain a power of
sale and such other powers, covenants and provisions as shall be agreed upon.

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 To give commission
j. To give any person employed by the Company a commission on the profits of any particular business or
transaction or a share in the general profits of the Company.

To make contracts etc.

k. To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do
all such acts, deeds and things in the name and on behalf of the Company as they consider expedient for or
in relation to any of the matters aforesaid or otherwise for the purposes of the Company.

To make bye-laws
l. From time to time, make, vary and repeal bye-laws for the regulations of the business for the Company, its
officers and servants.

To set aside profits for provided fund

m. Before recommending any dividends, to set-aside portions of the profits of the Company to form a fund to
provide for such pensions, gratuities or compensations; or to create any provident fund or benefit fund in
such or any other manner as the Directors may deem fit.

To make and alter rules

n. To make and alter rules and regulations concerning the time and manner of payments of the contributions of
the employees and the Company respectively to any such fund and accrual, employment, suspension and
forfeiture of the benefits of the said fund and the application and disposal thereof and otherwise in relation
to the working and management of the said fund as the Directors shall from time to time think fit.
o. And generally, at their absolute discretion, to do and perform every act and thing which they may consider
necessary or expedient for the purpose of carrying on the business of the Company, excepting such acts and
things as by Memorandum of Association of the Company or by these presents may stand prohibited

Powers to be exercised by Board only at meeting

143. a. Subject to the provisions of the Act, the Board shall exercise the following powers on behalf of the Company
and the said power shall be exercised only by resolution passed at the meetings of the Board.
a) To make calls on shareholders in respect of money unpaid on their shares;
b) To authorise buy-back of securities under section 68;
c) To issue securities, including debentures, whether in or outside India;
d) To borrow monies;
e) To invest the funds of the company;
f) To grant loans or give guarantee or provide security in respect of loans;
g) To approve financial statement and the Board’s report;
h) To diversify the business of the company;
i) To approve amalgamation, merger or reconstruction;
j) To take over a company or acquire a controlling or substantial stake in another company;
k) To make political contributions;
l) To appoint or remove key managerial personnel (KMP);
m) To take note of appointment(s) or removal(s) of one level below the Key Management Personnel;
n) To appoint internal auditors and secretarial auditor;
o) To take note of the disclosure of director’s interest and shareholding;
p) To buy, sell investments held by the company (other than trade investments), constituting five percent or more
of the paid up share capital and free reserves of the investee company;
q) To invite or accept or renew public deposits and related matters;
r) To review or change the terms and conditions of public deposit;
s) To approve quarterly, half yearly and annual financial statements or financial results as the case may be.
t) Such other business as may be prescribed by the Act.
b. The Board may by a meeting delegate to any Committee of the Board or to the Managing Director the powers
specified in Sub-clauses, d, e and f above.

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 c. Every resolution delegating the power set out in Sub-clause d shall specify the total amount outstanding at any
one time up to which moneys may be borrowed by the said delegate.
d. Every resolution delegating the power referred to in Sub-clause e shall specify the total amount up to which
the funds may be invested and the nature of investments which may be made by the delegate.
e. Every resolution delegating the power referred to in Sub-clause f above shall specify the total amount up to
which loans may be made by the delegate, the purposes for which the loans may be made, and the maximum
amount of loans that may be made for each such purpose in individual cases.
Register of mortgage to be kept
144. The Directors shall cause a proper register and charge creation documents to be kept in accordance with the
provisions of the Companies Act, 2013 for all mortgages and charges specifically affecting the property of the
Company and shall duly comply with the requirements of the said Act, in regard to the registration of mortgages
and charges specifically affecting the property of the Company and shall duly comply with the requirements of
the said Act, in regard to the registration of mortgages and charges therein specified and otherwise and shall also
duly comply with the requirements of the said Act as to keeping a copy of every instrument creating any mortgage
or charge by the Company at the office.
Register of holders of debentures
145. Every register of holders of debentures of the Company may be closed for any period not exceeding on the whole
forty five days in any year, and not exceeding thirty days at any one time. Subject as the aforesaid, every such
register shall be open to the inspection of registered holders of any such debenture and of any member but the
Company may in General Meeting impose any reasonable restriction so that at least two hours in every day, when
such register is open, are appointed for inspection.
Inspection of copies of and Register of Mortgages
146. The Company shall comply with the provisions of the Companies Act, 2013, as to allow inspection of copies kept
at the Registered Office in pursuance of the said Act, and as to allowing inspection of the Register of charges to
be kept at the office in pursuance of the said Act.
Supplying copies of register of holder of debentures
147. The Company shall comply with the provisions of the Companies Act, 2013, as to supplying copies of any register
of holders of debentures or any trust deed for securing any issue of debentures.
Right of holders of debentures as to Financial Statements
148. Holders of debentures and any person from whom the Company has accepted any sum of money by way of
deposit, shall on demand, be entitled to be furnished, free of cost, or for such sum as may be prescribed by the
Government from time to time, with a copy of the Financial Statements of the Company and other reports attached
or appended thereto.
Minutes
149. a. The Company shall comply with the requirements of Section 118 of the Act, in respect of the keeping of the
minutes of all proceedings of every General Meeting and every meeting of the Board or any Committee of
the Board.
b. The Chairman of the meeting shall exclude at his absolute discretion such of the matters as are or could
reasonably be regarded as defamatory of any person irrelevant or immaterial to the proceedings or
detrimental to the interests of the Company.
Power to appoint or re-appoint key managerial personnel
1. Managing Director
150. a. Subject to the provisions of Section 196, 197, 2(94), 203 of the Act, the following provisions shall apply:
b. The Board of Directors may appoint or re-appoint one or more of their body, not exceeding two, to be the
Managing Director or Managing Directors of the Company for such period not exceeding 5 years as it may
deem fit, subject to such approval of the Central Government as may be necessary in that behalf.
c. The remuneration payable to a Managing Director shall be determined by the Board of Directors subject to
the sanction of the Company in General Meeting and of the Central Government, if required.

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 d. If at any time there are more than one Managing Director, each of the said Managing Directors may exercise
individually all the powers and perform all the duties that a single Managing Director may be empowered to
exercise or required to perform under the Companies Act or by these presents or by any Resolution of the
Board of Directors and subject also to such restrictions or conditions as the Board may from time to time
impose.
e. The Board of Directors may at any time and from time to time designate any Managing Director as Deputy
Managing Director or Joint Managing Director or by such other designation as it deems fit.
f. Subject to the supervision, control and directions of the Board of Directors, the Managing Director/Managing
Directors shall have the management of the whole of the business of the Company and of all its affairs and
shall exercise all powers and perform all duties and in relation to the management of the affairs, except such
powers and such duties as are required by Law or by these presents to be exercised or done by the Company
in General Meeting or by the Board and also subject to such conditions and restrictions imposed by the Act
or by these presents or by the Board of Directors. Without prejudice to the generality of the foregoing, the
Managing Director/Managing Directors shall exercise all powers set out in Article 137 above except those
which are by law or by these presents or by any resolution of the Board required to be exercised by the Board
or by the Company in General Meeting.
2. Whole-time Director
151. 1. Subject to the provisions of the Act and subject to the approval of the Central Government, if any, required in
that behalf, the Board may appoint one or more of its body, as Whole- time Director or Whole time Directors
on such designation and on such terms and conditions as it may deem fit. The Whole-time Directors shall
perform such duties and exercise such powers as the Board may from time to time determine which shall
exercise all such powers and perform all such duties subject to the control, supervision and directions of the
Board and subject thereto the supervision and directions of the Managing Director. The remuneration payable
to the Whole-time Subject to the provisions of the Act and subject to the approval of the Central Government,
if any, required in that behalf, the Board may appoint one or more of its body, as Whole- time Director or
Whole time Directors on such designation and on such terms and conditions as it may deem fit. The Whole-
time Directors shall perform such duties and exercise such powers as the Board may from time to time
determine which shall exercise all such powers and perform all such duties subject to the control, supervision
and directions of the Board and subject thereto the supervision and directions of the Managing Director. The
remuneration payable to the Whole-time Directors shall be determined by the Company in General Meeting,
subject to the approval of the Central Government, if any, required in that behalf.
2. A Whole-time Director shall (subject to the provisions of any contract between him and the Company) be
subject to the same provisions as to resignation and removal as the other Directors, and he shall, ipso facto
and immediately, cease to be Whole-time Director, if he ceases to hold the Office of Director from any cause
except where he retires by rotation in accordance with the Articles at an Annual General Meeting and is re-
elected as a Director at that Meeting.
3. Secretary
152. The Board shall have power to appoint a Secretary a person fit in its opinion for the said office, for such period
and on such terms and conditions as regards remuneration and otherwise as it may determine. The Secretary shall
have such powers and duties as may, from time to time, be delegated or entrusted to him by the Board.
Managing Director’s power to be exercised severally
153. All the powers conferred on the Managing Director by these presents, or otherwise may, subject to any directions
to the contrary by the Board of Directors, be exercised by any of them severally
Powers as to commencement of business
154. Subject to the provisions of the Act, any branch or kind of business which by the Memorandum of Association of
the Company or these presents is expressly or by implication authorised to be undertaken by the Company, may
be undertaken by the Board at such time or times as it shall think fit and further may be suffered by it to be in
abeyance whether such branch or kind of business may have been actually commenced or not so long as the Board
may deem it expedient not to commence or proceed with such branch or kind of business.
Delegation of power

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155. Subject to Section 179 the Board may delegate all or any of its powers to any Director, jointly or severally or to
any one Director at its discretion or to the Executive Director.
BORROWING
Borrowing Powers
156. The Board may, from time to time, raise any money or any moneys or sums of money for the purpose of the
Company; provided that the moneys to be borrowed together with the moneys already borrowed by the Company
(apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) shall not,
without the sanction of the Shareholders at a General Meeting, exceed the aggregate of the paid-up capital of the
Company and its free reserves, (that is to say, reserves not set-apart for any specific purpose) or the limits already
approved by the Shareholders at a General Meeting, whichever is higher, but subject to the provisions of Section
179 of the Act, the Board may, from time to time, at its discretion raise or borrow or secure the payment of any
such sum or sums of money for the purpose of the Company, by the issue of debentures to members, perpetual or
otherwise including debentures convertible into shares of this or any other company or perpetual annuities in
security of any such money so borrowed, raised or received, mortgage, pledge or charge, the whole or any part of
the property, assets, or revenue of the Company, present or future, including its uncalled capital by special
assignment or otherwise or transfer or convey the same absolutely or entrust and give the lenders powers of sale
and other powers as may be expedient and purchase, redeem or pay off any such security.

Provided that every resolution passed by the Company in General Meeting in relation to the exercise of the power
to borrow as stated above shall specify the total amount up to which moneys may be borrowed by the Board of
Directors, provided that subject to the provisions of clause next above, the Board may, from time to time, at its
discretion, raise or borrow or secure the repayment of any sum or sums of money for the purpose of the Company
as such time and in such manner and upon such terms and conditions in all respects as it thinks fit and in particular,
by promissory notes or by opening current accounts, or by receiving deposits and advances, with or without
security or by the issue of bonds, perpetual or redeemable debentures or debenture stock of the Company charged
upon all or any part of the property of the Company (both present and future) including its uncalled capital for the
time being or by mortgaging or charging or pledging any land, building, bond or other property and security of
the Company or by such other means as them may seem expedient.
Assignment of debentures
157. Such debentures, debenture stock, bonds or other securities may be made assignable, free from any equities
between the Company and the person to whom the same may be issued.
Terms of debenture issue
158. a. Any such debenture, debenture stock, bond or other security may be issued at a discount, premium or
otherwise, and with any special privilege as the redemption, surrender, drawing, allotment of shares of the
Company, or otherwise, provided that debentures with the right to allotment or conversion into shares shall
not be issued except with the sanction of the Company in General Meeting.
b. Any trust deed for securing of any debenture or debenture stock and or any mortgage deed and/or other bond
for securing payment of moneys borrowed by or due by the Company and/or any contract or any agreement
made by the Company with any person, firm, body corporate, Government or authority who may render or
agree to render any financial assistance to the Company by way of loans advanced or by guaranteeing of any
loan borrowed or other obligations of the Company or by subscription to the share capital of the Company or
provide assistance in any other manner may provide for the appointment from time to time, by any such
mortgagee, lender, trustee of or holders of debentures or contracting party as aforesaid, of one or more
persons to be a Director or Directors of the Company. Such trust deed, mortgage deed, bond or contract may
provide that the person appointing a Director as aforesaid may, from time to time, remove any Director so
appointed by him and appoint any other person in his place and provide for filling up of any casual vacancy
created by such person vacating office as such Director. Such power shall determine and terminate on the
discharge or repayment of the respective mortgage, loan or debt or debenture or on the termination of such
contract and any person so appointed as Director under mortgage or bond or debenture trust deed or under

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 such contract shall cease to hold office as such Director on the discharge of the same. Such appointment and
provision in such document as aforesaid shall be valid and effective as if contained in these presents.
c. The Director or Directors so appointed by or under a mortgage deed or other bond or contract as aforesaid
shall be called a Mortgage Director or Mortgage Directors and the Director if appointed as aforesaid under
the provisions of a debenture trust deed shall be called “Debenture Director”. The words “Mortgage” or
“Debenture Director” shall mean the Mortgage Director for the time being in office. The Mortgage Director
or Debenture Director shall not be required to hold any qualification shares and shall not be liable to retire by
rotation or to be removed from office by the Company. Such mortgage deed or bond or trust deed or contract
may contain such auxiliary provision as may be arranged between the Company and mortgagee lender, the
trustee or contracting party, as the case may be, and all such provisions shall have effect notwithstanding any
of the other provisions herein contained but subject to the provisions of the Act.
d. The Directors appointed as Mortgage Director or Debenture Director or Corporate Director under the Article
shall be deemed to be ex-officio Directors.
e. The total number of ex-officio Directors, if any, so appointed under this Article together with the other ex-
officio Directors, if any, appointment under any other provisions of these presents shall not at any time
exceed one-third of the whole number of Directors for the time being.
Charge on uncalled capital
159. Any uncalled capital of the Company may be included in or charged by mortgage or other security.
Subsequent assignees of uncalled capital
160. Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall
take the same subject such prior charge, and shall not be entitled, by notice to the shareholder or otherwise, to
obtain priority over such prior charge.
Charge in favour of Director by way of indemnity
161. Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall
take the same subject such prior charge, and shall not be entitled, by notice to the shareholder or otherwise, to
obtain priority over such prior charge.
MANAGER
Manager
162. Subject to the provisions of the Act, the Directors may appoint any person as Manager for such term not exceeding
five years at a time at such remuneration and upon such conditions as they may think fit and any Manager so
appointed may be removed by the Board.
DIVIDENDS AND RESERVES
Rights to Dividend
163. The profits of the Company, subject to any special rights relating thereto created or authorised to be created by
these presents and subject to the provisions of these presents as to the Reserve Fund, shall be divisible among the
equity shareholders.
Declaration of Dividends
164. The Company in General Meeting may declare dividends but no dividend shall exceed the amount recommended
by the Board.
What to be deemed net profits
165. The declarations of the Directors as to the amount of the net profits of the Company shall be conclusive.
Interim Dividend
166. The Board may from time to time pay to the members such interim dividends as appear to it to be justified by the
profits of the Company.
Dividends to be paid out of profits only
167. No dividend shall be payable except out of the profits of the year or any other undistributed profits except as
provided by Section 123 of the Act.

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Establish Reserve Funds
168. a. The Board may, before recommending any dividends, set aside out of the profits of the Company such sums
as it thinks proper as a reserve or reserves which shall, at the discretion of the Board, be applicable for any
purpose to which the profits of the Company may be properly applied, including provision for meeting
contingencies or for equalizing dividends and pending such application may, at the like discretion either be
employed in the business of the Company or be invested in such investments (other than shares of the
Company) as the Board may, from time to time, think fit.
b. The Board may also carry forward any profits which it may think prudent not to divide without setting them
aside as Reserve.
Method of payment of dividend
169. a. Subject to the rights of persons, if any, entitled to share with special rights as to dividends, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof
the dividend is paid.
b. No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of these
regulations as paid on the share.
c. 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 dividends as from a particular date, such shares shall rank
for dividend accordingly.
Deduction of arrears
170. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by
him to the Company on account of calls in relation to the shares of the Company or otherwise.
Adjustment of dividend against call
171. Any General Meeting declaring a dividend or bonus may make a call on the members of such amounts as the
meeting fixes, but so that the call on each member shall not exceed the dividend payable to him and so that the
call be made payable at the same time as the dividend and the dividend may, if so arranged between the Company
and themselves, be set off against the call.
Payment by cheque or warrant
172. a. Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or
warrant sent through post directly 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 in the Register of Members or to
such person and to such address of the holder as the 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.
c. Every dividend or warrant or cheque shall be posted within thirty days from the date of declaration of the
dividends.
Retention in certain cases
173. The Directors may retain the dividends payable upon shares in respect of which any person is under the
transmission clause entitled to become a member in respect thereof or shall duly transfer the same.
Receipt of joint holders
174. Where any instrument of transfer of shares has been delivered to the Company for registration on holders, the
Transfer of such shares and the same has not been registered by the Company, it shall, and notwithstanding
anything contained in any other provision of the Act:
a) transfer the dividend in relation to such shares to the Special Account referred to in Sections 123 and 124 of
the Act, unless the Company is authorised by the registered holder, of such shares in writing to pay such
dividend to the transferee specified in such instrument of transfer, and
b) Keep in abeyance in relation to such shares any offer of rights shares under Clause(a)of Sub-section (1)
of Section 62 of the Act, and any issue of fully paid-up bonus sharesin pursuance of Sub-section (3) of
Section 123 of the Act”.
Deduction of arrears

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175. Any one of two of the joint holders of a share may give effectual receipt for any dividend, bonus, or other money
payable in respect of such share.
Notice of Dividends
176. Notice of any dividend that may have been declared shall be given to the person entitled to share therein in the
manner mentioned in the Act.
Dividend not to bear interest
177. No dividend shall bear interest against the Company.
Unclaimed Dividend
178. No unclaimed dividends shall be forfeited. Unclaimed dividends shall be dealt with in accordance to the provisions
of Sections 123 and 124 of the Companies Act, 2013.
Transfer of share not to pass prior Dividend
179. Any transfer of shares shall not pass the right to any dividend declared thereon before the registration of the
transfer.
CAPITALISATION OF PROFITS
Capitalisation of Profits
180. a. The Company in General Meeting, may on the recommendation of the Board, resolve:
1. That the whole or any part of any amount standing to the credit of the Share Premium Account or the Capital
Redemption Reserve Fund or any money, investment or other asset forming part of the undivided profits,
including profits or surplus moneys arising from the realisation and (where permitted by law) from the
appreciation in value of any Capital assets of the Company standing to the credit of the General Reserve,
Reserve or any Reserve Fund or any amounts standing to the credit of the Profit and Loss Account or any
other fund of the Company or in the hands of the Company and available for the distribution as dividend
capitalised; and
2. That such sum be accordingly set free for distribution in the manner specified in Sub- clause (2) amongst the
members who would have been entitled thereto if distributed by way of dividend and in the same proportion.
b. The sum aforesaid shall not be paid in cash but shall be applied, subject to the provisions contained in Sub
clause (3) either in or towards:
1. Paying up any amount for the time being unpaid on any share held by such members respectively;
2. Paying up in full unissued shares of the Company to be allotted and distributed and credited as fully paid-up
to and amongst such members in the proportion aforesaid; or
3. Partly in the way specified in Sub-clause (i) and partly in that specified in Sub- clause (ii).
4. A share premium account and a capital redemption reserve account may for the purpose of this regulation be
applied only in the paying up of unissued shares to be issued to members of the Company as fully paid
bonus shares.
5. The Board shall give effect to resolutions passed by the Company in pursuance of this Article.
Buy back of shares:
I. Notwithstanding anything contained in these articles but subject to the 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.
II. The Company may from time to time allocate funds from its Free Reserves or Share Premium account or any
other means of finance or issue debt instruments for raising funds for buy-back of its shares and the same is
not to be considered as reduction of Capital under Section 66 of the Act. The Company may also exchange
voting shares for non-voting shares or for any other securities.
Powers of Directors for declaration of Bonus
181. a. whenever such a resolution as aforesaid shall have been passed, the Board shall:
1. Make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all
allotments and issue or fully paid shares if any; and
2. Generally, do all acts and things required to give effect thereto.
b. The Board shall have full power:
1. to make such provision by the issue of fractional certificates or by payments in cash or otherwise as it thinks
fit in the case of shares becoming distributable in fractions and also;

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 2. to authorise any person to enter on behalf of all the members entitled thereto into an agreement with the
Company providing for the allotment to them respectively credited as fully paid-up of any further shares to
which they may be entitled upon such capitalisation, or (as the case may require) for the payment by the
Company on their behalf, by the application thereto of their respective proportions of the profits resolved to
be capitalised of the amounts or any part of the amounts remaining unpaid on the existing shares.
c. Any agreement made under such authority shall be effective and binding on all such members.
ACCOUNTS
Books of account to be kept
182. a. The Board shall cause proper books of accounts to be kept in respect of all sums of money received and
expanded by the Company and the matters in respect of which such receipts and expenditure take place, of
all sales and purchases of goods by the Company, and of the assets and liabilities of the Company.
b. All the aforesaid books shall give a fair and true view of the affairs of the Company or of its branch as the
case may be, with respect to the matters aforesaid, and explain in transactions.
c. The books of accounts shall be open to inspection by any Director during business hours.S
Where books of account to be kept
183. The books of account shall be kept at the Registered Office or at such other place as the Board thinks fit.
Inspection by members
184. The Board shall, from time to time, determine whether and to what extent and at what time and under what
conditions or regulations the accounts and books and documents of the Company or any of them shall be open to
the inspection of the members and no member (not being a Director) shall have any right of inspection any account
or book or document of the Company except as conferred by statute or authorised by the Board or by a resolution
of the Company in General Meeting.
Statement of account to be furnished to General Meeting
185. The Board shall lay before such Annual General Meeting, financial statements made up as at the end of the
financial year which shall be a date which shall not precede the day of the meeting by more than six months or
such extension of time as shall have been granted by the Registrar under the provisions of the Act.
Financial Statements
186. Subject to the provisions of Section 129, 133 of the Act, every financial statements of the Company shall be in
the forms set out in Parts I and II respectively of Schedule III of the Act, or as near thereto as circumstances admit.
Authentication of Financial Statements
187. a. Subject to Section 134 of the Act, every financial statements of the Company shall be signed on behalf of the
Board by not less than two Directors.
b. The financial statements shall be approved by the Board before they are signed on behalf of the Board in
accordance with the provisions of this Article and before they are submitted to the Auditors for their report
thereon.
Auditors Report to be annexed
188. The Auditor’s Report shall be attached to the financial statements.
Board’s Report to be attached to Financial Statements
189. a. Every financial statement laid before the Company in General Meeting shall have attached to it a report by
the Board with respect to the state of the Company’s affairs, the amounts, if any, which it proposes to carry
to any reserve either in such Balance Sheet or in a subsequent Balance Sheet and the amount, if any, which
it recommends to be paid by way of dividend.
b. The report shall, so far as it is material for the appreciation of the state of the Company’s affairs by its
members and will not in the Board’s opinion be harmful to its business or that of any of its subsidiaries, deal
with any change which has occurred during the financial year in the nature of the Company’s business or
that of the Company’s subsidiaries and generally in the classes of business in which the Company has an
interest and material changes and commitments, if any, affecting the financial position of the Company

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 which has occurred between the end of the financial year of the Company to which the Balance Sheet
relates and the date of the report.
c. The Board shall also give the fullest information and explanation in its report or in case falling under the
provision of Section 134 of the Act in an addendum to that Report on every reservation, qualification or
adverse remark contained in the Auditor’s Report.
d. The Board’s Report and addendum, if any, thereto shall be signed by its Chairman if he is authorised in that
behalf by the Board; and where he is not authorised, shall be signed by such number of Directors as is
required to sign the Financial Statements of the Company under Article 181.
e. The Board shall have the right to charge any person not being a Director with the duty of seeing that the
provisions of Sub-clauses (a) to (e) of this Article are complied with.
Right of member to copies of Financial Statements
190. The Company shall comply with the requirements of Section 136.
ANNUAL RETURNS
Annual Returns
191. The Company shall make the requisite annual return in accordance with Section 92 of the Act.
AUDIT
Accounts to be audited
192. a. Every Financial Statement shall be audited by one or more Auditors to be appointed as hereinafter mentioned.
b. Subject to provisions of the Act, The Company at the Annual General Meeting shall appoint an Auditor or
Firm of Auditors to hold office from the conclusion of that meeting until the conclusion of the fifth Annual
General Meeting and shall, within seven days of the appointment, give intimation thereof to every Auditor so
appointed unless he is a retiring Auditor.
c. At every Annual General Meeting, reappointment of such auditor shall be ratified by the shareholders.
d. Where at an Annual General Meeting no Auditors are appointed or reappointed, the Central Government may
appoint a person to fill the vacancy.
e. The Company shall, within seven days of the Central Government’s power under Sub- clause (d) becoming
exercisable, give notice of that fact to that Government.
f.
1. The first Auditor or Auditors of the Company shall be appointed by the Board of Directors within one month
of the date of registration of the Company and the Auditor or Auditors so appointed shall hold office until the
conclusion of the first Annual General Meeting.
2. Provided that the Company may at a General Meeting remove any such Auditor or all or any of such Auditors
and appoint in his or their places any other person or persons who have been nominated for appointment by
any such member of the Company and of whose nomination notice has been given to the members of the
Company, not less than 14 days before the date of the meeting; and
3. If the Board fails to exercise its power under this Sub-clause, the Company in General Meeting may appoint
the first Auditor or Auditors.
g. The Directors may fill any casual vacancy in the office of an Auditor, but while any such vacancy continues,
the remaining Auditor or Auditors, if any, may act, but where such a vacancy is caused by the resignation of
an Auditor, the vacancy shall only be filled by the Company in General Meeting.
h. A person other than a retiring Auditor, shall not be capable of being appointed at an Annual General Meeting
unless Special Notice of a resolution for appointment of that person to the office of Auditor has been given
by a member to the Company not less than fourteen days before the meeting in accordance with Section 115
of the Act and the Company shall send a copy of any such notice to the retiring Auditor and shall give notice
thereof to the members in accordance with Section 190 of the Act and all other provisions of Section140 of
the Act shall apply in the matter. The provisions of this Sub- clause shall also apply to a resolution that
retiring Auditor shall be reappointed.
i. The persons qualified for appointment as Auditors shall be only those referred to in Section 141 of the Act.

396
 j. Subject to the provisions of Section 146 of the Act, the Auditor of the company shall attend general meetings
of the company.

Audit of Branch Offices

193. The Company shall comply with the provisions of Section 143 of the Act in relation to the audit of the accounts
of Branch Offices of the Company.
Remuneration of Auditors
194. The remuneration of the Auditors shall be fixed by the Company in General Meeting except that the remuneration
of any Auditor appointed to fill and casual vacancy may be fixed by the Board.
Accounts whether audited and approved to be conclusive
195. Every account of the Company when audited and approved by a General Meeting shall be conclusive except as
regards any error discovered therein within three months next after the approval thereof. Whenever any such error
is discovered within that period, the accounts shall forthwith be corrected, and henceforth be conclusive.
DOCUMENTS AND SERVICE OF DOCUMENTS
Service of documents on the Company
196. A document may be served on the Company or any officer thereof by sending it to the Company or officer at the
Registered Office of the Company by Registered Post, or by leaving it at the Registered Office or in electronic
mode in accordance with the provisions of the act.
How documents to be served to members
197. a. A document (which expression for this purpose shall be deemed to included and shall include any summons,
notice, requisition, process, order judgement or any other document in relation to or the winding up of the
Company) may be served personally or by sending it by post to him to his registered address or in electronic
mode in accordance with the provisions of the act., or (if he has no registered address in India) to the address,
if any, within India supplied by him to the Company for the giving of notices to him.
b. All notices shall, with respect to any registered shares to which persons are entitled jointly, be given to
whichever of such persons is named first in the Register and notice so given shall be sufficient notice to all
the holders of such shares.
c. Where a document is sent by post:
service thereof shall be deemed to be effected by properly addressing prepaying and posting a letter
containing the notice, provided that where a member has intimated to the Company in advance that
documents should be sent to him under a Certificate of Posting or by Registered Post with or without
acknowledgment due and has deposited with the Company a sum sufficient to defray the expenses of doing
so, service of the documents shall not be deemed to be effected unless it is sent in the manner intimated by
the member, and such service shall be deemed to have been effected;
a. in the case of a notice of a meeting, at the expiration of forty-eight hours after the letter containing the
notice is posted, and
b. in any other case, at the time at which the letter should be delivered in the ordinary course of post.s
Members to notify address in India
198. Each registered holder of share(s) shall, from time to time, notify in writing to the Company some place in India
to be registered as his address and such registered place of address shall for all purposes be deemed to be his place
of residence.
Service on members having no registered address in India
199. If a member has no registered address in India and has not supplied to the Company an address within India for
the giving of notices to him, a document advertised in a newspaper circulating in the neighbourhood of the
Registered Office of the Company shall be deemed to be duly served on him on the day on which the advertisement
appears.
Service on persons acquiring shares on death or insolvency of members

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200. A document may be served by the Company to the persons entitled to a share in consequence of the death or
insolvency of a member by sending it through the post in a prepaid letter addressed to them by name, or by the
title of representatives of deceased or assignees of the insolvent or by any like descriptions at the address, if any,
in India supplied for the purpose by the persons claiming to be so entitled or (until such an address has been so
supplied) by serving the document in any manner in which the same might have been served if the death or
insolvency had not occurred.
Notice valid though member deceased
201. Any notice of document delivered or sent by post or left at the registered address of any member in pursuance of
these presents shall, notwithstanding that such member by then deceased and whether or not the Company has
notice of his decease, be deemed to have been duly served in respect of any registered share whether held solely
or jointly with other persons by such member until some other person be registered in his stead as the holder or
joint holder thereof and such service shall for all purposes of these presents be deemed a sufficient service of such
notice or document on his or on her heirs, executors or administrators, and all other persons, if any, jointly
interested with him or her in any such share.
Persons entitled to Notice of General Meeting
202. Subject to the provisions of Section 101 the Act and these Articles, notice of General Meeting shall be given to;
a) every member of the company, legal representative of any deceased member or the assignee of an
insolvent member;
b) the auditor or auditors of the company; and
c) every director of the company.
Any accidental omission to give notice to, or the non-receipt of such notice by, any member or other
person who is entitled to such notice for any meeting shall not invalidate the proceedings of the
meeting.
Advertisement
203. a. Subject to the provisions of the Act, any document required to be served on or sent to the members, or any of
them by the Company and not expressly provided for by these presents, shall be deemed to be duly served or
sent if advertised in a newspaper circulating in the district where the Registered Office of the Company is
situated.
b. Every person who by operation of law, transfer or other means whatsoever shall become entitled to any share
shall be bound by every notice in respect of such share which previously to his name and address being entered
in the Register shall be duly given to the person from whom he derived his title to such share or stock.
Transference, etc. bound by prior notices
204. Every person, who by the operation of law, transfer, or other means whatsoever, shall become entitled to any
share, shall be bound by every document in respect of such share which previously to his name and address being
entered in the Register, shall have been duly served on or sent to the person from whom he derives his title to the
share.
How notice to be signed
205. Any notice to be given by the Company shall be signed by the Managing Director or by such Director or officer
as the Directors may appoint. The signature to any notice to be given by the Company may be written or printed
or lithographed.
AUTHENTICATION OF DOCUMENTS
Authentication of document and proceeding
206. Save as otherwise expressly provided in the Act or these Articles, a document or proceeding requiring
authentication by the Company may be signed by a Director, or the Managing Director or an authorised officer of
the Company and need not be under its seal.
WINDING UP
Winding up

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207. Subject to the provisions of the Act as to preferential payments, the assets of a Company shall, on its winding-up
be applied in satisfaction of its liabilities pari-passu and, subject to such application, shall, unless the articles
otherwise provide, be distributed among the members according to their rights and interests in the Company.
Division of assets of the Company in specie among members
208. If the Company shall be wound up, whether voluntarily or otherwise, the liquidators may, with the sanction of a
Special Resolution, divide among the contributories, in specie or kind, and part of the assets of the Company and
may, with the like sanction, vest any part of the assets of the Company in trustees upon such trusts for the benefit
of the contributories or any of them, as the liquidators with the like sanction shall think fit. In case any shares, to
be divided as aforesaid involves a liability to calls or otherwise, any person entitled under such division to any of
the said shares may, within ten days after the passing of the Special Resolution by notice in writing, direct the
liquidators to sell his proportion and pay him the net proceeds, and the liquidators shall, if practicable, act
accordingly.
INDEMNITY AND RESPONSIBILITY
Directors’ and others’ right to indemnity
209. a. Subject to the provisions of Section 197 of the Act every Director, Manager, Secretary and other officer or
employee of the Company shall be indemnified by the Company against, and it shall be the duty of the
Directors out of the funds of the Company to pay all costs, losses, and expenses (including travelling
expenses) which Service of documents on the Company any such Director, officer or employee may incur or
becomes liable to by reason of any contract entered into or act or deed done by him or any other way in the
discharge of his duties, as such Director, officer or employee.

b. Subject as aforesaid, every Director, Manager, Secretary, or other officer/employee of the Company shall be
indemnified against any liability, incurred by them or him in defending any proceeding whether civil or
criminal in which judgement is given in their or his favour or in which he is acquitted or discharged or in
connection with any application under Section 463 of the Act in which relief is given to him by the Court and
without prejudice to the generality of the foregoing, it is hereby expressly declared that the Company shall
pay and bear all fees and other expenses incurred or incurrable by or in respect of any Director for filing any
return, paper or document with the Registrar of Companies, or complying with any of the provisions of the
Act in respect of or by reason of his office as a Director or other officer of the Company.
210. Subject to the provisions of Section 197 of the Act, no Director or other officer of the Company shall be liable for
the acts, receipts, neglects or defaults of any other Director or officer, or for joining in any receipt or other act for
conformity for any loss or expenses happening to the Company through insufficiency or deficiency of title to any
property acquired by order of the Directors for and on behalf of the Company, or for the insufficiency or deficiency
of title to any property acquired by order of the Directors for and on behalf of the Company or for the insufficiency
or deficiency of any money invested, or for any loss or damages 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 judgement or oversight on his part of for any loss or
damage or misfortune whatever, which shall happen in the execution of the duties of his office or in relation
thereto unless the same happens through his own act or default.
SECRECY CLAUSE
211. a. No member shall be entitled to visit or inspect the Company’s works without the permission of the Directors
or Managing Director or to require discovery of or any information respecting any details of the Company’s
trading or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process
or which may relate to the conduct of the business of the Company and which, in the opinion of the Directors,
will be inexpedient in the interests of the Company to communicate to the public.
b. Every Director, Managing Director, Manager, Secretary, Auditor, Trustee, Members of a Committee,
Officers, 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 at any time during his term of office sign a
declaration pledging himself to observe strict secrecy respecting all transactions of the Company and the

399
 state of accounts and in matters relating thereto, and shall by such declaration pledge himself not to reveal
any of the matters which may come to his knowledge in the discharge of duties except when required so to
do by the Board or by any General Meeting or by a Court of Law or by the persons to whom such matters
relate and except so far as may be necessary, in order to comply with any of the provisions contained in
these Articles.
REGISTERS, INSPECTION AND COPIES THEREOF
212. a. Any Director or Member or person can inspect the statutory registers maintained by the Company, which
may be available for inspection of such Director or Member or person under provisions of the act by the
Company, provided he gives fifteen days notice to the Company about his intention to do so.

b. Any, Director or Member or person can take copies of such registers of the company by paying Rs. 10 per
page to the company. The company will take steps to provide the copies of registers to such person within
Fifteen days of receipt of money.
GENERAL AUTHORITY
213. Wherever in the applicable provisions under the Act, it has been provided that, any Company shall have any right,
authority or that such Company could carry out any transaction only if the Company is authorised by its Articles,
this regulation hereby authorises and empowers the Company to have such right, privilege or authority and to
carry out such transaction as have been permitted by the Act without there being any specific regulation or clause
in that behalf in this articles.

400
 SECTION XV – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or
contracts entered into more than Two (2) years before the date of filing of this Draft Red Herring Prospectus which are or
may be deemed material have been entered or are to be entered into by our Company. These contracts, copies of which will
be attached to the copy of the Red Herring Prospectus, will be delivered to the ROC for filling of the Red Herring Prospectus
and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company
located Gala 212, Bhullar Star Indl. Estate, Andheri Kurla Rd, Andheri East, Mumbai - 400072, Maharashtra, from the date
of filing the Draft Red Herring Prospectus to Issue Closing Date on working days from 10.00 a.m. to 5.00 p.m.
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any
time if so required in the interest of our Company or if required by the other parties, without reference to the Shareholders,
subject to compliance of the provisions contained in the Companies Act and other applicable law.
A. MATERIAL CONTRACTS
1. Issue Agreement dated October 11, 2025 between our Company and the Book Running Lead Manager;
2. Registrar Agreement dated September 13, 2025 executed between our Company and the Registrar to the Issue;
3. Underwriting Agreement dated [●] between our Company, the Book Running Lead Manager and Underwriters;
4. Market Making Agreement dated [●] between our Company, the Book Running Lead Manager and Market Maker;
5. Tripartite agreement among the NSDL, our Company and Registrar to the Issue dated April 25, 2025;
6. Tripartite agreement among the CDSL, our Company and Registrar to the Issue dated April 25, 2025;
7. Syndicate Agreement dated [●] among our Company, the BRLM and Syndicate Member;
8. Banker to the Issue Agreement dated [●] between our Company, the Book Running Lead Manager, Banker to the
Issue and the Registrar to the Issue.
B. MATERIAL DOCUMENTS
1. Certified true copy of the Memorandum and Articles of Association of our Company as amended from time to time;
2. Copy of Certificate of Incorporation dated January 9, 2020 issued under the name Fractal Industries Private Limited,
issued by Assipstant Registrar of Companies, Central Registration Centre;
3. Copy of Fresh Certificate of Incorporation dated March 13, 2025, issued by Assistant Registrar of Companies/ Deputy
Registrar of Companies/ Registrar of Companies, Central Processing Centre, consequent to change of name of the
company from “Fractal Industries Private Limited” to “Fractal Industries Limited” pursuant to the conversion of our
Company into a Public Limited Company;
4. Board Resolution dated September 10, 2025, and Special Resolution passed pursuant to Section 62(1)(C) of the
Companies Act, 2013 at the EoGM by the shareholders of our Company held on September 11, 2025;
5. Statement of Possible Tax Benefits dated October 14, 2025 issued by our Peer review Auditors i.e. M/s Keyur Shah
& Associates;
6. Copy of Restated Financial Statements along with Report from the peer review certified auditor i.e. M/s. Keyur Shah
& Associates, Chartered Accountants for the period ended June 30, 2025 (Standalone) and for the financial year ended
on March 31, 2025 (Standalone), March 31, 2024 (Consolidated) and March 31, 2023 (Consolidated) dated October
14, 2025 included in the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus;
7. Copy of Audited Financial Statement for the period ended June 30, 2025 and for the financial year ended on March
31, 2025, March 31, 2024 and March 31, 2023;
8. Certificate on Key Performance Indicators issued by the M/s Keyur Shah & Associates, Chartered Accountants dated
October 16, 2025;
9. Board Resolution dated October 18, 2025 for approval of Draft Red Herring Prospectus;

401
10. Certificate dated October 15, 2025 from Vishvakarma Consulting Services Private Limited, Chartered Engineer, for
certifying capacity utilization;
11. Consent of Promoters, Board of Directors, Company Secretary and Compliance Officer, Chief Financial Officer,
Senior Management Personnel (SMP), Statutory Auditors, Peer review Auditor, Legal Advisor to the Issue, Bankers
of our Company, Book Running Lead Manager to the Issue, Underwriter to the Issue*, Market Maker to the Issue*,
Syndicate Member*, Registrar to the Issue and Banker to the Issue*, to include their names in the Draft Red Herring
Prospectus/Red Herring Prospectus/Prospectus to act in their respective capacities;
*to be obtained prior to filling of Final Prospectus.
12. Due Diligence Certificate dated October 18, 2025 along with the site visit report by the Book Running Lead Manager;
13. No Objection Certificate from Lenders.
14. Approval from BSE vide letter dated [●] to use the name of BSE in the Red Herring Prospectus/ Prospectus for listing
of Equity Shares on the SME Platform of the BSE Limited.
Any of the contracts or documents mentioned in the Draft Red Herring Prospectus may be amended or modified at any time
if so required in the interest of our Company or if required by the other parties, with the consent of shareholder’s subject
to compliance of the provisions contained in the Companies Act and other relevant statutes.

402
 DECLARATION

We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, 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 made in
the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus is contrary to the provisions of the Companies Act
2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued thereunder, as the
case may be. We further certify that all the statements and disclosures made in this Draft Red Herring Prospectus/Red Herring
Prospectus/Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF THE COMPANY:

Sd/-
Mr. Pankaj Bishwanath Agrawal
Chairman and Managing Director
DIN: 01236376

Place: Mumbai
Date: October 18, 2025

403
 DECLARATION

We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, 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 made in
the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus is contrary to the provisions of the Companies Act
2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued thereunder, as the
case may be. We further certify that all the statements and disclosures made in this Draft Red Herring Prospectus/Red Herring
Prospectus/Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF THE COMPANY:

Sd/-
Mr. Vikas Tekriwal
Executive Director
DIN: 11002218

Place: Mumbai
Date: October 18, 2025

404
 DECLARATION

We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, 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 made in
the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus is contrary to the provisions of the Companies Act
2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued thereunder, as the
case may be. We further certify that all the statements and disclosures made in this Draft Red Herring Prospectus/Red Herring
Prospectus/Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF THE COMPANY:

Sd/-
Mr. Shiv Kumar Mittal
Non-Executive Director
DIN: 02578461

Place: Mumbai
Date: October 18, 2025

405
 DECLARATION

We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, 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 made in
the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus is contrary to the provisions of the Companies Act
2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued thereunder, as the
case may be. We further certify that all the statements and disclosures made in this Draft Red Herring Prospectus/Red Herring
Prospectus/Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF THE COMPANY:

Sd/-
Mr. Vipul Ratan
Independent Director
DIN: 01757490

Place: Mumbai
Date: October 18, 2025

406
 DECLARATION

We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, 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 made in
the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus is contrary to the provisions of the Companies Act
2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued thereunder, as the
case may be. We further certify that all the statements and disclosures made in this Draft Red Herring Prospectus/Red Herring
Prospectus/Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF THE COMPANY:

Sd/-
Ms. Neha Yogesh Khemka
Independent Director
DIN: 11077887

Place: Mumbai
Date: October 18, 2025

407
 DECLARATION

We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, 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 made in
the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus is contrary to the provisions of the Companies Act
2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued thereunder, as the
case may be. We further certify that all the statements and disclosures made in this Draft Red Herring Prospectus/Red Herring
Prospectus/Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE COMPANY:

Sd/-
Mr. Anoop Kumar Agarwal
Chief Financial Officer

Place: Mumbai
Date: October 18, 2025

408
 DECLARATION

We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, 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 made in
the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus is contrary to the provisions of the Companies Act
2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued thereunder, as the
case may be. We further certify that all the statements and disclosures made in this Draft Red Herring Prospectus/Red Herring
Prospectus/Prospectus are true and correct.

SIGNED BY THE COMPANY SECRETARY & COMPLIANCE OFFICER OF THE COMPANY:

Sd/-
Ms. Kruti Parshwa Shah
Company Secretary & Compliance Officer

Place: Mumbai
Date: October 18, 2025

409