Varmora Granito Limited

The industry data used in this section is derived from the Technopak Report, and the text provides an overview of the Indian economy, highlighting its rapid growth trajectory and key drivers. India is projected to become the fourth-largest economy globally by Fiscal 2030, with its nominal GDP expected to grow at a 10.0% CAGR. Economic growth is supported by structural reforms such as the GST implementation, RERA, and changes in income tax, which have improved transparency and investor confidence. Furthermore, digitalization and infrastructure investment are contributing to sustained economic growth. The growth is also fueled by increasing disposable income and consumption driven by the expanding middle and upper-middle classes.

The text discusses the broader context of digital adoption, the growth of the Indian real estate market, and various demographic shifts. The real estate industry is highlighted as a significant driver of the Indian economy, with projections for substantial market growth. Key growth drivers include urbanization, increasing disposable incomes, and government initiatives. The market is segmented into residential and commercial sectors, with specific trends observed in housing sales and demand across different pricing categories.

The Indian builder landscape has become more consolidated, with RERA implementation increasing transparency and boosting consumer confidence, leading to a decline in developers' debt levels. The commercial real estate segment is driven by the expansion of IT/ITES, start-ups, and multinational corporations fueling demand for modern office spaces. The retail sector is growing due to increased consumer spending and organized retail formats, while the hospitality sector is expanding due to tourism and events. Furthermore, the growth of the service economy, the rise of co-working spaces, and the expansion of infrastructure like airports and railways are key drivers in the market.

This section details various types of flooring materials, including natural stone, concrete, granite, quartz, and wood, outlining their durability, maintenance requirements, and aesthetic qualities. It compares these materials based on resistance to scratches, moisture, and impact, noting lifespan expectations for each. The text also discusses different finishes such as tiles, including vitrified tiles, and highlights the market structure of the Indian flooring industry, which is divided into organized and unorganized segments. Furthermore, it provides market statistics for the Indian tiles sector, including growth projections and geographical segmentation.

The text details various aspects of ceramic, PVT, and GVT tiles, covering their durability, water absorption, aesthetic variety, required technology, and application suitability for different traffic areas. It also discusses market trends, including the growing premiumization within the tile industry, the increasing demand for tiles due to real estate development, and the shift from traditional materials like marble to alternatives like Integrated Stone Technology (IST). Furthermore, the text highlights the role of technology in accelerating product innovation, such as digital printing and automated production lines, to meet evolving consumer demands.

The Indian market is increasingly driven by digitalization and technology, which favors organized players by offering superior product quality, design, and faster launch capabilities. The tile industry is fragmented, presenting consolidation opportunities, with organized players expected to capture a larger share over time. Furthermore, the industry is shifting towards sustainability, with manufacturers transitioning to cleaner energy sources and developing integrated stone technology as a sustainable alternative to natural stone. The market for sanitary and bathware is also experiencing steady growth, fueled by urbanization and increased demand for home improvement products.

The Indian Sanitary and Bathware market shows a clear segmentation between branded and unbranded players, with branded players holding a larger share and expected faster growth. Sales channels are segmented by various touchpoints, including distributor-led retail, experience centers, online marketplaces, and MBOs. Key trends include premiumization, where consumers seek aesthetic and comfort-focused products, and the role of display centers in decision-making. Furthermore, the market is influenced by growing concerns for sustainability, the integration of technology in smart homes, and challenges such as raw material price fluctuations and market fragmentation.

The analysis of the key players in the retail and distribution network for tiles in India shows several major companies. The market involves various tile types, with a trend towards vitrified tiles due to their durability and low porosity. Varmora has been at the forefront of innovation, introducing various tile formats and integrated stone technology. The market also highlights the importance of product quality, design aesthetics, and durability in consumer purchasing decisions.

The analysis of brand awareness shows that interpersonal and traditional channels, such as friends and family, were the most frequent sources of brand discovery. In terms of purchase decisions, a significant portion of consumers were undecided at the point of purchase, with most finalizing their decision after a store visit. Preferred retail formats include Multi-Brand Outlets (MBOs), while Exclusive Brand Outlets (EBOs) are favored by affluent consumers. Furthermore, the decision-making process varies based on the consumer segment, such as household income and square footage, and different retail channels have varying revenue distributions.

This section details various brand recall and performance metrics for the Varmora brand across different geographical regions. Brand awareness is influenced by recommendations from friends/family, advertising channels, and dealers/MBOs. Varmora was rated as the second highest-rated brand among peers on top five consumer purchase criteria. Furthermore, Varmora demonstrated high consumer confidence in the consideration and conversion rates, with the primary reason for choosing being design and aesthetic appeal, while limited awareness was cited as a barrier to choosing. The brand also showed strong performance in Net Promoter Score (NPS) among surveyed peers and was highly recommended by dealers/MBOs.

The company offers a diverse range of tiles, including glazed vitrified tiles (GVT), polished vitrified tiles (PVT), and ceramic tiles, leveraging technology to drive design and quality advancements. The company commercialized integrated stone technology (IST) in 2024 through a partnership with an Italian tile equipment provider. The Indian domestic tiles market is experiencing significant growth, with projections indicating further expansion. The company focuses on premium products, with GVT accounting for a substantial portion of revenue, and has improved gross margins due to this focus. Furthermore, the company maintains a deep retail distribution network across India and has established in-house manufacturing capabilities to control quality and costs.

The company has entered into a trademark license agreement with Allemby, granting them rights to use two of its registered trademarks for manufacturing, selling, advertising, and marketing tiles. Operations at the manufacturing facility in Tezpur, Assam, commenced in July 2026 with a production capacity of approximately 6.40 million square meters of GVT tiles per annum. The company is strategically expanding into Eastern and Northeastern Indian markets and has appointed a brand ambassador for the Northeast India region. Key competitive strengths include an established player status in the tile industry, a comprehensive premium product portfolio, customer-centric innovation, and a diversified pan-India distribution network. The company has also shown significant growth in its Gross Margin by focusing on GVT products.

The company engages with builders and contractors on a purchase order basis, maintaining long-standing relationships through the consistent provision of durable products and timely deliveries. The company benefits from government empanelment, which offers competitive advantages such as lower competition and steady demand for tiles. The company has a joint venture with Allemby, which commenced operations in Tezpur, Assam, with a capacity of 6.40 million square meters of GVT tiles per annum, aiming to strengthen distribution in East and Northeast India. Furthermore, the company utilizes a loyalty platform called Varmora Sankalp to engage masons and plumbers, and has implemented various marketing campaigns to build brand awareness.

The company focuses on initiatives to reduce manufacturing costs, improve profitability, and drive sustainable growth within the sector, anticipating higher demand for tiles in the Eastern region due to factors like raw material availability and distribution readiness. The company is expanding its distribution network, particularly in the East and Northeast regions, by commencing operations at a new facility in Assam. The strategy involves leveraging the proximity of the Tezpur facility to offer improved service levels and competitive pricing. Furthermore, the company is focused on expanding its outlet network, converting MBOs to EBOs, and strengthening relationships with retailers and industry partners. The company is also investing in technology to enhance customer experience and efficiency, including the development of a proprietary augmented reality platform and continuous investment in technology adoption.

The company's business involves the manufacturing of various tiles and bathware, along with the supply of adhesives and application equipment. The market shows a growing consumer preference for tiles that offer luxurious designs and distinctive finishes, with a surge in demand for vitrified tiles due to their durability and water resistance. Manufacturers are positioning themselves as premium brands through exclusive collections and branding efforts. The company offers a wide portfolio of tiles, including GVT, PVT, and ceramic tiles, and also produces Integrated Stone Technology (IST) products. The company operates eight manufacturing facilities in the Morbi region of Gujarat, India, which maintain end-to-end control over the value chain.

The provided text details various aspects of the company's manufacturing and distribution operations, including installed capacity, production volumes, and capacity utilization for different units and product lines. It outlines the manufacturing process, innovation efforts in product development and process optimization, and the company's strategy for contract manufacturing and distribution channels. The company utilizes a multi-channel distribution network, encompassing both B2B arrangements with builders and contractors, and B2C retail through franchisee-operated models. Furthermore, the company engages with government empanelment programs to secure projects.

The company utilizes a dedicated direct sales team of 354 members to secure contracts, maintains three warehouses in Bengaluru, Faridabad, and Mumbai for efficient product delivery, and has extensive export operations reaching over 100 countries through its MBO channel. Manufacturing facilities are strategically located near major ports for efficient international logistics. The company employs diverse marketing strategies across various media, including television, radio, cinema, and digital platforms, to build brand recognition. Furthermore, they leverage advanced technology in manufacturing and business operations, including proprietary platforms like Hybrid Varmora, to enhance efficiency and product discovery for dealers.

The company has entered into trademark license agreements with Varmora Furnitures Private Limited and Varmora Plastech Private Limited to use the 'Varmora' trademark on a revocable basis, requiring an annual royalty fee. The company cannot guarantee the prevention of unauthorized use of its intellectual property, and there are risks related to intellectual property infringement claims. The company maintains various insurance policies customary for its industry, and none of its insurance claims have been rejected in recent fiscal years. The company faces competition from both large, organized players and smaller, regional, and unbranded players in the market.

This section primarily outlines the various key regulations, statutes, circulars, directions, and policies applicable to the company, its subsidiaries, and its business operations within India. It details compliance requirements under various laws concerning taxation, electricity, industrial undertakings, intellectual property, and securities markets. The text covers regulations from the Electricity Act to various rules and guidelines issued by central and state governments, alongside provisions related to trademarks, designs, copyrights, and labor laws.

The section primarily lists a comprehensive array of Indian laws and regulations that govern various aspects of business operations, including labour, environmental protection, consumer protection, foreign investment, and electronic commerce. It details numerous acts such as those related to industrial disputes, worker safety, pollution control, and digital transactions. Furthermore, it outlines obligations under various legislation concerning the handling of hazardous waste, liability for damages, and the framework for foreign investment and trade.

Updated since the RHP: This section outlines the industry overview, primarily referencing data from the 'Industry Report on Tiles, Bathware & Sanitaryware Market in India' prepared by Technopak Advisors Private Limited. It discusses the growth prospects of the Indian economy, noting its position as a fast-growing market. The text details India's ranking in terms of nominal GDP and purchasing power parity (PPP) adjusted GDP globally, along with projections for its economic growth and future size. It also connects this economic growth to increased consumption among India's middle and upper-middle-class segments. This section provides detailed operational data for various manufacturing facilities, including installed capacity, actual production volumes, and capacity utilization for different product lines. Data is presented for units like Varmora, Simola Tiles LLP, and Varmora Sanitarywares Private Limited, covering different financial years. It also describes the manufacturing process, which involves several stages from raw material preparation to final polishing and packaging. This section details the properties leased by the company for its corporate office and manufacturing units. The corporate office lease is located in Ahmedabad, Gujarat, and involves a lease agreement with AAA Buildcom LLP. Furthermore, the company has leases for manufacturing units and plants, including facilities in Morbi, Gujarat, which are related to sanitaryware production. There are also leases for a wind plant, involving a sub-lease from Golden Non-conventional Energy systems Pvt. Ltd. and a lease from Powerica Limited. This section details various lease agreements related to different survey numbers and locations within the Surendranagar district of Gujarat. The agreements involve the leasing of land for the purpose of operating Wind and Solar plants. The agreements are with different parties, including Powerica Limited and Ranjanben Vallabhdas Varmora, and cover lease durations ranging from 20 to 30 years. The agreements span various dates and involve different amounts and frequencies for the lease payments.

The company's history began with its incorporation as "Varmora Granito Private Limited" on November 18, 2003, followed by a name change to "Varmora Granito Limited" upon conversion to a public limited company on April 25, 2025, and subsequent issuance of a fresh certificate on May 14, 2025. The company has undergone numerous amendments to its Memorandum of Association over the last decade, involving significant changes to authorized and issued share capital, including various reclassifications and subdivisions. Key corporate events include the launch of various tile products between 2004 and 2020, the setup of greenfield plants in 2024, and a major scheme of amalgamation on April 1, 2023, which involved acquiring several entities. Furthermore, the company has engaged in various acquisitions and divestments with other entities, resulting in the formation of associates and subsidiaries.

The section details various corporate transactions, including the transfer of equity shares by different parties, the amalgamation of several companies, and the acquisition of various entities. Key events include the amalgamation of five entities into the Company effective from April 1, 2023, and the acquisition of Varmora Ceramics Private Limited and Solaris Ceramics Private Limited through share transfers in 2017. Furthermore, the Company has engaged in investments such as acquiring a partnership interest in Renite Vitrified LLP and subscribing to equity shares of Avalta Granito Private Limited. There are also details regarding agreements for acquiring a significant stake in Allemby Ceramics Private Limited and various share purchase agreements involving different parties.

The section details various contractual agreements and corporate structures related to the company. It mentions a deed of adherence entered into with a Purchaser restricting the disposition of shares and granting certain rights to the Seller. Furthermore, it outlines several agreements, including a Renite Limited Liability Agreement and an Avalta Joint Venture Agreement, which categorize certain entities as joint ventures. It also discloses a trademark license agreement with Allemby Ceramics Private Limited. The text clarifies the current holding company status and lists several subsidiaries, noting that some were amalgamated into the company following a confirmation order, while others were divested through a transfer of partnership interest.

The document details the shareholding structure of the company, which has issued 95,00,000 equity shares, and outlines its relationships with various joint ventures and subsidiaries. Key entities include Avalta Granito Private Limited, incorporated in August 2020, and Renite Vitrified LLP, incorporated in February 2016. Furthermore, Allemby Ceramics Private Limited was classified as an Associate as of March 31, 2026. The text also discusses the common pursuits between the company and its related entities, noting differences in product offerings and distribution networks.

Updated since the RHP: The section details various agreements and covenants related to the company's operations and shareholder relations. It mentions a deed of adherence entered into with a Purchaser restricting the disposal of shares and granting the Seller certain rights. Furthermore, it clarifies that the company has not entered into many other material agreements with partners or financial entities. Key agreements disclosed include a Limited Liability Agreement with Renite, which established Renite as a joint venture for manufacturing and supplying products to the company, and a Joint Venture Agreement with Avalta Granito Private Limited.

This section provides various definitions and abbreviations used within the Prospectus. It defines the company, its officers, various corporate entities, and terms related to the offer process. Key entities include the Issuer, Allemby Allemby Ceramics Private Limited as a Joint Venture, and various committees and directors. It also details terms related to the offer, such as different types of bidders, the bid process, and the parties involved in collecting funds.

The document details the terms for a fresh issue, which involves selling Equity Shares at a price of ₹148 per share, including a premium of ₹146 per share, aggregating to ₹320.00 Crore. The offering includes a Fresh Issue and an Offer for Sale component. The process is governed by various SEBI circulars and agreements, and the offer price was finalized through a Book Building Process. The offering involves different investor categories such as QIBs, Non-Institutional Investors, and Retail Individual Investors.

This section lists various regulatory and technical terms, including definitions from SEBI regulations, and technical terms related to business operations and products. It also includes a notice regarding the offering of equity shares outside of the United States and forward-looking statements, which detail various risks that could cause actual results to differ from expectations.

This section outlines various conventions regarding the use of financial information, market data, and currency within the Prospectus. It specifies that references to the Republic of India and its territories refer to the Government of India. Financial years are defined as commencing on April 1 and ending on March 31 of the following year. The financial information presented is derived from Restated Consolidated Financial Information, and there are significant differences between Indian Accounting Standards (Ind AS), Indian GAAP, US GAAP, and IFRS, with no reconciliation provided. Furthermore, certain non-GAAP financial measures are presented as supplemental and should not be considered as alternatives to standard financial performance metrics.

This section provides details regarding the company's registered and corporate offices, its registration numbers, and the details of the Board of Directors. It lists the names and DINs of the Chairman and Managing Director, Executive Directors, a Non-Executive Nominee Director, and Independent Directors. Furthermore, it identifies the Company Secretary and Compliance Officer, along with various Book Running Lead Managers and Syndicate Members involved in the offer process.

The company has obtained various written consents from statutory auditors, independent chartered accountants, and chartered engineers to be included as 'experts' in the Draft Red Herring Prospectus, subject to specific conditions. Several entities, including various financial institutions, have been appointed as underwriters for the equity shares offered through the book-building process. The process involves the collection of bids based on the Red Herring Prospectus within a specified price band, with the final offer price determined after the closing date in consultation with the Book Running Lead Managers (BRLMs).

The section details the authorized and issued share capital structure of the company as of the Draft Red Herring Prospectus date. It outlines the breakdown of the authorized share capital, including equity shares, differential voting rights shares, and preference shares. Furthermore, the text provides a comprehensive history of equity share allotments and buybacks, detailing various issues and further issues over time, along with the corresponding share counts and consideration. This history spans from November 18, 2003, to March 26, 2007.

This section details various equity share allotments and buy-backs that occurred over several dates, including February 21, 2013, March 29, 2013, and August 28, 2017, followed by rights issues on August 29, 2017 and September 1, 2017. The data includes the number of shares, cumulative paid-up capital, face value per share, and the consideration form, such as cash. The data also shows subsequent events like a conversion of preference shares into equity shares on July 15, 2022, and another rights issue on July 26, 2022.

This section details various allotments and buybacks of equity shares, including conversions of convertible preference shares into equity shares. It lists several transactions involving the transfer of equity shares between promoters, the promoter group, and an investor selling shareholder. The section also outlines the compliance of securities issuances with relevant company acts and specifies restrictions on secondary transactions involving promoters and the promoter group.

This section details numerous transactions involving the transfer of securities, including cash considerations, across various dates spanning from 2009 to 2025. The transactions involve different promoter groups and investors, with some being gifts and others being cash transfers. The data covers various interactions with Katsura Investments and other entities, with a focus on the movement of shares and consideration amounts.

This section details various transactions involving the transfer of securities and information regarding the company's capital structure. It lists several cash transactions occurring around November 7, 2025, involving different parties and amounts. Furthermore, it discloses details about a bonus issue that occurred on August 18, 2023, and information regarding the issuance of equity shares. The section also provides a comprehensive shareholding pattern as of the date of the Red Herring Prospectus, including promoter and public holdings, and details about pledged shares.

The section details various aspects of the company's shareholding structure as of the date of the Red Herring Prospectus filing, including holdings of shareholders holding 1% or more of the paid-up equity share capital. It presents data for different points in time, such as the date of filing, 10 days prior, and one year prior, for both pre-offer and post-offer scenarios. Furthermore, it outlines the provisions of the Employee Stock Option Plan (ESOP 2023) and clarifies the company's current stance on altering its capital structure.

This section details various aspects of the company's capital structure, including option details, promoter shareholding, and history of share transactions. It provides data on options granted, vested, and exercised over different fiscal periods. Furthermore, it outlines the shareholding of promoters and the history of equity share transactions, including various issues, transfers, and sub-divisions of equity shares.

The section details various regulations concerning the locking-in of promoter shareholding and other equity shares as part of the offering process. It specifies that an aggregate of 20% of the fully diluted post-Offer equity share capital held by promoters is considered as a minimum promoter's contribution and is locked in for three years from the date of allotment. Furthermore, promoters' shareholding in excess of 20% is locked in for one year. The company undertakes that the equity shares being locked in are not ineligible for computation of promoter's contribution under certain conditions, such as not including shares acquired in the three preceding years for consideration other than cash involving asset revaluation or capitalization of intangible assets.

Updated since the RHP: This section details the share capital structure of the company as of the date of the Prospectus. It outlines the authorized and issued share capital, including various classes of shares. The section also describes a specific offer process which involved a fresh issue of equity shares and an offer for sale of existing shares. It further provides details regarding the securities premium account before and after the offer. The section details various aspects of the company's capital structure, including details of share allotments and the shareholding pattern as of the prospectus date. It mentions that the Offer Price was determined in consultation with the BRLMs after the Bid/Offer Closing Date, and confirms that no equity shares have been issued at a price lower than the Offer Price in the preceding year. Furthermore, it provides extensive data on the weighted average cost of acquisition for various securities over different time periods. The shareholding pattern section lists shareholders holding 1% or more of the paid-up equity share capital, both on a fully diluted and pre-offer basis. The section details various aspects of the company's capital structure, including shareholding patterns and employee stock option plans. It presents promoter and top shareholder holdings as of different points in time, including pre-offer and post-offer scenarios, based on different share denominations. Furthermore, it outlines the provisions and details of an Employee Stock Option Plan (ESOP 2023), including the number of options granted and the associated assumptions used in valuing these options. The section details various provisions related to the sale of equity shares by key managerial personnel and directors, including restrictions on selling shares arising from ESOPs within three months post-listing. It also outlines several events related to the subdivision of equity shares and the subsequent impact on the shareholding of promoters and the Promoter Group. Furthermore, the document specifies conditions for promoters' contribution and lock-in periods for their shareholding in the company. This section details various undertakings and regulations concerning the locking-in of equity shares, including provisions related to the Promoters' Contribution and pre-Offer equity shares. It specifies that certain acquired shares are not included in the Promoters' Contribution if acquired for consideration other than cash involving asset revaluation or capitalization of intangible assets, or if they resulted from bonus issues. Furthermore, it confirms that the Promoters' Contribution does not include shares acquired within the preceding year at a price lower than the offer price. The text also addresses restrictions on the formation of the company through conversion from partnership firms and ensures that the equity shares forming part of the Promoters' Contribution are not subject to any pledge or other encumbrance.

The Offer involves a Fresh Issue of equity shares and an Offer for Sale of equity shares. The company intends to use the net proceeds from the Fresh Issue for various purposes, primarily focused on debt repayment and general corporate purposes. The proposed deployment schedule details the allocation of funds towards settling outstanding borrowings and funding for general corporate activities. The utilization of these funds is based on management estimates and is subject to various factors, including market conditions and potential changes in costs.

The company has obtained necessary certificates from statutory auditors for the utilization of loans, which is required for the offer. The company may utilize a portion of the net proceeds for the repayment or pre-payment of borrowings availed by the company and its subsidiaries from State Bank of India. The company has obtained consents from the lenders whose loans are proposed to be repaid/prepaid, waiving pre-payment charges. Furthermore, the company intends to deploy any balance of the net proceeds towards general corporate purposes, subject to a limit of 25% of the gross proceeds. The utilization of funds towards the specified objects is prioritized over general corporate purposes.

The section details the stringent monitoring and reporting requirements for the utilization of funds raised through the Offer, mandated by SEBI regulations. The company is obligated to provide item-by-item descriptions of expense heads to the monitoring agency. Furthermore, the company must disclose the utilization of offer proceeds in the balance sheet and notes to accounts, and provide quarterly reports to the Audit Committee and stock exchanges regarding the use of these funds. There are also provisions regarding the variation of the Offer's objects and limitations on who can receive the proceeds.

The provided text details various Key Performance Indicators (KPIs) used by the company to analyze and monitor its financial and operational performance. These KPIs include metrics related to profitability, efficiency, liquidity, and market presence. The text also provides a comparison of these KPIs across different peer companies in the Indian industry. It is emphasized that these KPIs serve as supplemental measures and should not be considered in isolation or as a substitute for audited financial statements.

This section primarily presents various financial metrics for the company across different fiscal years, including revenue, profit, and margins. It details performance indicators such as revenue from in-house manufacturing as a percentage of operations, gross profit, EBITDA, and profit for the year, along with corresponding margins. The text also includes information regarding the treatment of various financial aspects, such as working capital days and net debt, and disclosures related to special tax benefits.

This section primarily outlines various special direct tax benefits available to the Company and its shareholders under the Direct Tax Laws in India. It details provisions related to corporate tax rates, deductions for scientific research, inter-corporate dividends, employment of new employees, expenditure for undertaking extension, amalgamation/demerger, and rules concerning capital gains and losses. Furthermore, it specifies tax treatments for capital gains arising from the transfer of various assets and dividend income for shareholders.

This section outlines various special tax benefits available to the Company and its shareholders under different tax laws in India. It details benefits related to indirect taxes, including provisions under the Central Goods and Services Tax Act, the Customs Act, and the Foreign Trade (Development and Regulation) Act. The benefits are contingent upon the Company or its shareholders fulfilling prescribed conditions under the relevant regulations, which may depend on business imperatives.

Updated since the RHP: The Offer involves a Fresh Issue of Equity Shares and an Offer for Sale of Equity Shares. The Net Proceeds from the Fresh Issue are proposed to be utilized for various objects, primarily focused on debt repayment and general corporate purposes. The utilization of these funds is subject to various factors, including market conditions and financing agreements that may change. The proposed deployment schedule indicates specific amounts allocated for debt repayment, investment in subsidiaries, and general corporate purposes. The company intends to deploy a portion of the Net Proceeds towards general corporate purposes, with a limit of 25% of the Gross Proceeds, subject to compliance with SEBI ICDR Regulations. There is a specific provision that prevents the utilization of proceeds for general corporate purposes if they are used to repay or pre-pay outstanding borrowings and accrued interest owed by the company or its wholly-owned subsidiaries. The general corporate purposes are broadly defined to include funding growth, meeting ordinary business expenses, brand building, partnerships, acquisitions, and other purposes permitted by law or the Board. The offer price was determined by assessing market demand for the equity shares through a book-building process, with the offer price set at 74 times the face value. The process involved considering various qualitative and quantitative factors, including established player status, product portfolio, distribution network, and management team. Quantitative factors included various earnings per share figures, Price/Earning ratios, Return on Net Worth, and Net Asset Value per equity share. The company also disclosed Key Performance Indicators (KPIs) which were approved by the Audit Committee. This section details various financial calculations and comparisons related to the company's performance and share pricing. It outlines methods for calculating net working capital days, net debt, and various price metrics for equity shares based on primary and secondary transactions. Furthermore, it provides qualitative and quantitative comparisons of the company's performance against selected listed peers across several key performance indicators, including revenue, growth, product portfolio diversity, gross margins, manufacturing capacity, and distribution network.

This section details the scope of the examination performed by Chartered Accountants on the Restated Consolidated Financial Information of Varmora Granito Limited and its related entities. The examination covered financial statements for the years ended March 31, 2026, March 31, 2025, and March 31, 2024. The review involved examining the financial information in light of various regulatory requirements and the engagement terms agreed upon with the client.

This section details audit findings regarding the integrity of the audit trail feature in accounting software used by the Holding Company, associates, and subsidiaries. It notes instances where the audit trail was not enabled at the database or application level for logging direct data changes. Furthermore, it summarizes the financial data (assets, revenues, cash flows, and profit/loss shares) for various subsidiaries, associates, and joint ventures across three fiscal years (ending March 31, 2026, 2025, and 2024). The report confirms that the opinion on the consolidated financial statements is based solely on the reports of other auditors.

This section presents the restated consolidated Profit and Loss statement for the years ended March 31, 2026, 2025, and 2024. Key financial performance indicators include revenue, various expenses, profit before tax, and profit for the year, along with components of other comprehensive income. The statement also details the profit attributable to owners of the holding company and non-controlling interests, as well as the resulting earnings per equity share.

This section details the material accounting policies adopted by Varmora Granito Limited, covering the basis of preparation for financial information, the classification of assets and liabilities, and principles of consolidation. The financial statements are prepared to comply with various regulations from SEBI and ICAI, using audited financial statements from the previous three years as a basis. The policies cover the treatment of assets, including useful lives for Property, Plant and Equipment, and the measurement of foreign currency transactions. Furthermore, the document outlines principles for consolidation of subsidiaries, associates, and joint ventures, including the equity method for accounting for investments in these entities.

This section details various accounting policies related to revenue recognition, leases, tax, interest income, and financial instruments. It outlines specific criteria for recognizing revenue based on whether the group acts as a principal or an agent, and describes the treatment for different types of assets and liabilities. Furthermore, it covers accounting for leases, the recognition and measurement of tax, and the treatment of financial assets and liabilities, including impairment models and various measurement bases.

This section details various accounting policies, judgments, and estimates used in the financial statements, covering aspects such as business combinations, employee stock option compensation, borrowing costs, government grants, and critical accounting judgments. It outlines the process for accounting for business combinations, the recognition of various costs, and the management's assumptions regarding future developments and asset valuations. Furthermore, it discusses the useful lives of property, plant, and equipment, the impairment testing procedures, and the treatment of income taxes, alongside recent changes in accounting standards.

This section details various accounting balances and asset movements for Varmora Granito Limited across different fiscal years. It includes statements for Capital Work in Progress, Other Intangible Assets, Investments, Inventories, Trade Receivables, Cash and Cash Equivalents, Bank Balances, Loans, Other Financial Assets, Non-current Tax Assets, and Other Current Assets. The data spans from 2024 to 2026, showing changes in these line items over the period.

This section details various accounting policies and reconciliations related to deferred tax assets and liabilities, income tax expense, share capital structure, and various share classes. It includes breakdowns of deferred tax items, income tax components, and reconciliations for different periods. Furthermore, it outlines the structure of equity shares, including authorized and issued capital, and details regarding the conversion and issuance of Compulsorily Convertible Cumulative Participating Preference Shares (CCPS).

This section details the movement in various capital and borrowing accounts for Varmora Granito Limited across three fiscal years. It shows changes in capital contribution, retained earnings, security premium, capital reserves, and share-based payment reserves. Furthermore, it lists various borrowings, including term loans from different banks, along with details on the nature of security provided for these loans.

This section details various financial and liability structures of Varmora Granito Limited, including lease liabilities, provisions, and borrowings. It outlines the terms and conditions for various loans from banks, including interest rates and spreads. Furthermore, it describes the security arrangements for loans, which involve various types of collateral such as hypothecation of assets, mortgages of factory land and buildings, and personal guarantees from directors.

This section details the trade payables ageing schedule for Varmora Granito Limited as of March 31, 2026, 2025, and 2024, showing amounts categorized into less than 1 year, 1-2 years, 2-3 years, and more than 3 years. It also presents various financial liabilities, including interest accrued and due, and other current liabilities such as government grant liabilities, statutory dues, and provisions for employee benefits and tax liabilities.

This section provides a detailed breakdown of various financial line items for Varmora Granito Limited across three fiscal years, including revenue, income, cost of materials, employee benefits, finance costs, depreciation, and other expenses. It details changes in inventories, purchases of stock-in-trade, employee benefit expenses, finance costs, depreciation and amortization, and various other operating and administrative expenses. Furthermore, it includes information on employee benefits like gratuity plans, contingent liabilities, and the actuarial valuation of defined benefit obligations.

This section details various aspects of the company's accounting policies and the quantitative sensitivity analysis for significant assumptions. It includes information on the maturity profile of defined benefit obligations, details regarding employee share-based payments such as stock options, and the methodology used for valuing these options using the Black-Scholes model. The data presented covers different time periods for various grants and valuations.

This section details various accounting policies, related party disclosures, and transactions for Varmora Granito Limited across different fiscal years. It includes information on employee share-based payment plans, lease liabilities, related party transactions involving various entities, and outstanding balances. The data is presented across columns for the years ended March 31, 2026, 2025, and 2024, covering aspects such as lease movements, payments, and various sales and purchase transactions with related parties.

This section provides a summary of material accounting policies, details related party transactions between Varmora Granito Limited and various entities, and lists various balances as of different reporting dates. It also includes information on the fair value hierarchy for financial instruments and details on financial risk management, specifically concerning market risks like interest rate and foreign currency fluctuations.

This section details various accounting policies, including loss allowance measurements, changes in borrowings, capital management, and details regarding business combinations and investment in associates. It also provides a breakdown of revenue from contracts with customers, including geographical market segmentation and timing of revenue recognition. Furthermore, it includes numerous compliance disclosures related to various aspects of financial reporting and transactions.

This section primarily details accounting policies, including the impact of new Labour Codes, and procedures related to issue-related expenses. It also discusses the use of accounting software with audit trail features and limitations regarding its implementation across subsidiaries. Furthermore, it covers issues related to receivable balances and subsequent events, as well as various audit qualifications and reliance on reports from other auditors for subsidiaries, associates, and joint ventures.

This section provides detailed disclosures regarding various aspects of the financial statements, including working capital limits sanctioned by banks, loans granted to related parties, and compliance with statutory dues. It details quarterly statements for different periods and includes extensive auditor comments concerning the use and preservation of audit trails in accounting software across various financial years and for different entities. The text also covers information related to the handling of legal and regulatory requirements.

This section details various audit comments and opinions related to the financial statements of subsidiaries and joint ventures for different periods, including various CARO 2020 related clauses. It covers audit opinions on financial statements for Simola Tiles LLP and Avalta Granito Private Limited, including reliance on accounting standards and limitations on the use of these statements. It also includes details on the deposit of statutory dues and the functionality of the company's accounting software audit trail features.

The section provides various financial ratios and details regarding the company's performance across fiscal years 2024, 2025, and 2026. It details profitability metrics such as Basic Earning per Equity Share, Diluted Earning per Equity Share, Return on net worth, and EBITDA before exceptional items. Furthermore, it breaks down revenue from operations by product category (Tiles, Bathware, Adhesive, Others) and details revenue from operations by domestic sales channels (B2B and B2C). The text also discusses dependencies on raw material supply, power/fuel costs, and marketing expenses, alongside information on manufacturing capacity utilization.

This section primarily discusses the company's strategic direction, including plans for expansion through acquisitions, and the associated challenges such as supply chain integration and regulatory navigation. It details the extensive regulatory requirements in India, including potential impacts from changes in laws, duties, or policies, and the need to incur costs for compliance. Furthermore, the text covers competition within the industry, noting the presence of large, organized players alongside smaller, regional competitors, and the opportunities for differentiation through marketing and product development. The latter part of the text outlines various accounting policies related to Property, Plant and Equipment, Intangible Assets, Foreign Currency Transactions, Revenue Recognition, and Tax treatments.

This section details various accounting policies related to leases, inventories, financial instruments, employee benefits, and business combinations as per Indian Accounting Standards. It outlines the recognition and measurement criteria for different asset classes, including how to value inventories, financial assets, and liabilities, and how to account for employee benefits like provident funds and gratuity. Furthermore, it specifies rules for recognizing government grants, borrowing costs, and accounting for equity-settled transactions and business combinations.

This section details the accounting policies for business combinations, the treatment of Initial Public Offer costs, and the principal components of the Statement of Profit and Loss. It outlines how revenue, expenses, and various income/tax items are recognized, along with comparative data for Fiscal 2026 and Fiscal 2025. Key observations include growth in revenue driven by increased tile sales, changes in inventory levels, and significant shifts in the composition of expenses and income components.

The financial performance showed significant year-on-year growth in profit and comprehensive income, driven by higher revenue from GVT and technical products, alongside reductions in depreciation and interest costs. Revenue from operations saw a marginal increase, primarily due to the sale of tiles and increased demand in India. Details on revenue breakdown by product and channel were provided, alongside changes in various operating and financing expenses. Cash flow statements detail the movement in operating, investing, and financing activities, with cash and cash equivalents reported at the end of the period.

This section provides a detailed overview of various financial data points, including cash flows, borrowings, contractual obligations, and risk disclosures. It details cash flows from financing activities for the fiscal years 2026, 2025, and 2024, along with summaries of outstanding borrowings and contractual maturities. Furthermore, the text presents various reconciliation tables for EBITDA, Gross Profit, Adjusted EBITDA, and Return on Capital Employed, alongside information on contingent liabilities and market risks.

This section primarily covers aspects related to capital management, disclosures regarding unusual events, known trends, and dependencies on suppliers. It details recent divestment and acquisition transactions, including the divestment of a partnership interest in Simola Tiles LLP and the acquisition of equity shares in Allemby Ceramics Private Limited. Furthermore, it provides a detailed capitalization statement as of March 31, 2026, showing total borrowings and equity structure. The section also outlines the aggregate outstanding borrowings and the principal terms of the various borrowing arrangements, including interest rates, tenor, security provisions, and restrictive covenants.

This section details the borrowings availed by the Company and its Subsidiaries across Fiscal Years 2024 and 2025. The data includes various lenders, loan types, sanction dates, and the movement of balances, including opening, addition, repayment, and closing balances. The data also notes the merger of several erstwhile subsidiaries with the Company effective from April 1, 2023, and clarifies that Simola Tiles LLP ceased to be a subsidiary from September 5, 2026.

This section details the structure and outstanding amounts of borrowings availed by the company across different lenders, including State Bank of India, HDFC Bank Limited, and ICICI Bank Limited. It lists various loans, term loans, and working capital facilities for different entities, some of which relate to merged subsidiaries. The text also notes that certain erstwhile subsidiaries have merged with the company, and a specific LLP has ceased to be a subsidiary. The section concludes with a disclaimer regarding the lenders and the potential risks associated with indebtedness and financing.

Updated since the RHP: This section introduces the management's discussion and analysis of the financial condition and results of operations, clarifying that the financial information is based on Restated Consolidated Financial Information for Fiscal Years 2024, 2025, and 2026. It notes that the financial information is prepared under Ind AS and restated according to SEBI ICDR Regulations, which may differ from IFRS, U.S. GAAP, and other international GAAP. The discussion includes forward-looking statements, and actual results may differ from anticipated figures due to various risks mentioned elsewhere in the prospectus. The text also specifies that industry and market data used has been derived from a report commissioned by the company. This section details various accounting treatments and recognition policies for different financial statement components. It covers the recognition of revenue from export incentives, the treatment of various taxes (current and deferred), and the accounting for leases, distinguishing between the lessee's recognition of right-of-use assets and lease liabilities. This section presents the capitalization statement for the company as of March 31, 2026, based on restated consolidated financial information and adjusted for a proposed offer. The data includes details on borrowings, equity components, and various ratios calculated from these figures. The statement is certified by M/s Doshi Doshi & Co. Chartered Accountants.

Investors should be aware that the company faces several significant risks that could negatively impact its business, operations, and financial condition. A major risk is the high dependency on manufacturing facilities, as delays or shutdowns can severely affect cash flows. Furthermore, the company's revenue is heavily reliant on the sustained demand for glazed vitrified tiles and technical products, which is susceptible to market downturns. Operations are also vulnerable to disruptions in the Morbi region and supply chain issues related to raw materials and packing materials. Finally, the company's reliance on third-party franchisees and the potential for integration challenges in strategic acquisitions pose additional threats to its stability.

The company faces several risks related to its supply chain, including dependency on a limited number of suppliers, which could lead to production disruptions due to supplier issues or market conditions. There is also exposure to risks from international operations, such as compliance with foreign laws and regulations, and potential impacts from trade tariffs or geopolitical conflicts. Furthermore, the company is exposed to risks from foreign currency fluctuations and exchange rate volatility. The company operates in a competitive market where inability to compete effectively may negatively impact its financial performance. Finally, the company is subject to risks concerning the maintenance and renewal of various statutory and regulatory permits and licenses.

The company faces several risks related to its operations, including dependence on power and fuel sources, which are susceptible to disruptions, especially due to geopolitical conflicts affecting fuel availability and pricing. There are also risks associated with contingent liabilities that have not been fully provided for, which could negatively impact the financial condition. Furthermore, the company's brand reputation is vulnerable to negative publicity, and there is a risk concerning the ability to protect intellectual property rights. Operational risks are heightened by the recent commencement of manufacturing in a new joint venture facility, which faces challenges related to production capacity, cost competitiveness, and navigating unfamiliar market conditions. Finally, the company's success is heavily reliant on key personnel, and there are risks concerning the ability to attract and retain skilled employees, as well as the potential for technological obsolescence and supply chain disruptions for imported machinery.

The company faces risks related to its debt financing arrangements, which could impact its financial condition and cash flows. There is a risk concerning the timely repayment of loans, as default could lead to the forfeiture of assets by lenders. Furthermore, financing agreements impose conditions that require lender consent for certain activities, including changes to the capital structure or business operations. The company is also exposed to various operational risks, such as cost overruns and delays in expanding and commissioning new manufacturing facilities. There is also a risk related to supply chain disruptions affecting production schedules, which has historically led to delays in commencing operations for new units. Finally, there are risks associated with labor relations, including the potential for strikes or wage demands, and risks related to the availability of skilled contract laborers.

The company faces risks related to statutory dues, which could attract financial penalties from government authorities, and there is no assurance that such delays will not occur in the future. Risks are also highlighted concerning the potential for disruptions in dedicated manufacturing facilities, such as shutdowns, breakdowns, or labor shortages, which could halt production. Furthermore, the company relies on third-party transportation providers for raw materials, and failures by these providers could disrupt the supply chain. The company is subject to various governmental regulations, and changes in laws or duties could necessitate costly alterations to manufacturing processes or incur capital expenditure for compliance. There is also a risk related to environmental laws, where non-compliance could lead to penalties or operational halts. Finally, the company faces risks concerning the realization of overseas receivables and the potential for credit losses from customers, as well as the need to maintain sufficient working capital.

The risk factors outlined in this section cover several areas, including inventory management, dependency on the real estate and infrastructure sectors, operational hazards, information technology risks, sanctions compliance, intellectual property protection, and contractual risks related to leased properties. There are concerns about the accuracy of inventory forecasts, potential disruptions from manufacturing hazards, vulnerabilities in IT systems, exposure to sanctions laws, and the difficulty in enforcing intellectual property rights. Furthermore, there are concerns regarding the reliability of leased property agreements and the adequacy of insurance coverage against various business risks.

The company expresses concerns regarding its ability to manage growth strategies within expected timeframes and budgets, which could negatively impact profitability. There is a risk that credit rating downgrades could restrict access to capital and increase borrowing costs. Furthermore, the company acknowledges the potential for failures in establishing and maintaining internal controls, which could adversely affect its operations and financial condition. Risks also exist concerning fraud, employee misconduct, and theft, which could damage the business. The company relies on external industry reports, which carry inherent risks regarding the accuracy and relevance of the underlying assumptions. Finally, the business is exposed to various macroeconomic, political, and natural risks associated with the Indian economy and its operations.

The company faces several risks related to its operations, including dependency on manufacturing facilities which are vulnerable to natural disasters or disruptions. There are significant risks associated with currency fluctuations, which can materially affect the trading price of equity shares and the repatriation of dividends or proceeds from sales. Furthermore, the company is exposed to risks from inflation, which may increase operating costs and reduce profit margins, and potential adverse changes in interest rates. The company's business is also subject to risks from competition laws, changes in international trade policies, and geopolitical tensions, which can impact market access and profitability. Finally, there are concerns regarding the enforceability of foreign judgments against the company and potential issues with the issuance and sale of equity shares.

The prospectus highlights several risks related to foreign investment and regulatory compliance in India. These include restrictions imposed by Indian law on foreign investors, exchange controls governing foreign currency borrowing, and requirements for prior government approval for certain equity investments. Furthermore, the ability to acquire and sell equity shares is restricted by distribution and transfer rules outlined in the prospectus. There are also concerns regarding the timing and certainty of listing and trading commencement on stock exchanges.

The financial statements show fluctuations in liabilities and equity over the years, with total liabilities decreasing from ₹699.65 Crore in 2026 to ₹772.80 Crore in 2024. The consolidated statement of profit and loss indicates revenue from operations, costs, and various expenses, resulting in a profit for the year. Cash flow statements detail the movement of cash from operating, investing, and financing activities, showing net cash flows over the period. Key financial metrics like gross margin and return on capital employed are provided to assess operational efficiency.

The section summarizes contingent liabilities as of March 31, 2026, based on the Restated Consolidated Financial Information. It lists various claims under different tax acts, including Central Excise Duty, Income Tax, and GST, along with claims related to the National Green Tribunal and GPCB for the usage of a Coal Gasifier Plant. Further details on these contingent liabilities can be found in a separate note and within the risk factors section.

The section outlines the absence of certain pending legal matters, including criminal proceedings, actions by statutory or regulatory authorities, and certain tax proceedings, unless they meet the criteria defined in the Materiality Policy. The Materiality Policy sets thresholds based on the company's turnover, net worth, or profit/loss to determine material litigation. Specific disclosures detail various pending civil, arbitration, and tax proceedings involving the company, its subsidiaries, directors, and promoters. Furthermore, the section details outstanding dues to creditors, where a creditor is considered 'material' if the amount due exceeds 5% of the consolidated trade payables.

The section details various financial disclosures, including dues to creditors, material developments, and approvals from governmental and regulatory authorities. It clarifies that the company currently has no material creditors, except for an amount excluded under the Micro, Small and Medium Enterprises Development Act, 2006. Furthermore, it outlines the numerous approvals, licenses, and registrations obtained by the company for its business operations, covering tax, labour, business, and environmental aspects. The text also lists intellectual property trademarks and defines 'group companies' under SEBI ICDR Regulations, which includes certain related party transactions.

The provided section details information regarding the registered offices and financial information for the Company and its subsidiaries, Varmora Plastech Private Limited, and Allemby Ceramics Private Limited. It clarifies that no leasing of premises, interest in the Company's promotion, or properties acquired by the Company in the past three years involve any of the Group Companies. Furthermore, it states that except for Varmora Plastech Private Limited, other Group Companies operate in the same line of business but in different product categories and have different distribution networks. The section explicitly asserts that there are no litigation proceedings involving the Group Companies that could materially impact the Company, and no business interests exist between the Group Companies and the Company, except as disclosed in related party disclosures.

The section details various approvals and confirmations related to the offer, including resolutions passed by the Board and Shareholders for the Offer, the Draft Red Herring Prospectus, and the Addendum. It also confirms the Investor Selling Shareholder's authorization for the sale of shares. Furthermore, it outlines that the offered shares have been held for at least one year prior to the filing, making them eligible for the Offer for Sale. The text also covers in-principle listing approvals from BSE and NSE and confirms that the company and its promoters are not prohibited from accessing capital markets. Finally, it lists compliance confirmations regarding Significant Beneficial Owners rules and details agreements for the dematerialization of equity shares.

The section details various acknowledgments and disclaimers related to the use of the Draft Red Herring Prospectus by the company and its affiliates. It includes stipulations regarding the transfer of equity shares and the reliance placed upon these acknowledgments by various parties. Furthermore, it outlines the disclaimer clauses provided by the BSE Limited and the National Stock Exchange of India Limited concerning the offer document. The text also specifies that the proposed equity shares are intended for listing on both BSE and NSE, and details procedures for obtaining permission to trade and the subsequent refund obligations if listing approval is not granted.

This section details various aspects related to past issues, track records of Book Running Lead Managers (BRLMs), and mechanisms for investor grievance redressal under SEBI regulations. It provides information on the process for handling investor complaints, including timelines for resolution and compensation mechanisms for delays. Furthermore, it confirms the company's compliance with the SEBI ICDR Master Circular regarding investor grievances and the appointment of a Compliance Officer. The text also clarifies that the company does not have any listed subsidiaries, group companies, joint ventures, or associates.

The terms of the offer are governed by various laws and regulations, including the Companies Act, SCRA, SCRR, SEBI ICDR Regulations, and SEBI Listing Regulations. The equity shares are subject to ranking pari passu with existing shares regarding dividends and voting rights. The face value is ₹2, with a Floor Price of ₹140 and a Cap Price of ₹148 per equity share. The offer price is set at ₹148 per equity share. The process involves advertising the offer in national newspapers and pre-filling price bands in application forms. The company is obligated to comply with disclosure and accounting norms specified by SEBI.

The section details various aspects of the offer structure, including the transferability of equity shares, the conditions for withdrawing the offer, and the procedures for the book-building process in compliance with SEBI ICDR Regulations. It specifies different categories of investors (QIBs, Non-Institutional Investors, Retail Individual Investors) and the allocation rules for each segment of the offer. Furthermore, it outlines the various payment mechanisms, such as ASBA and UPI, and the timelines associated with these mechanisms, including recent updates from SEBI circulars. It also discusses provisions related to the disclosure of information and the processing of bids.

This section details various regulatory requirements and procedures related to the public issuance process, including coordination with intermediaries and the handling of ISIN suspension requests. It outlines the book-building procedure, including the allocation of portions of the net offer to different investor categories like QIBs and Anchor Investors, and the rules for dealing with under-subscription. Furthermore, the text extensively covers the phased implementation of the UPI payment mechanism for bids, the requirements for investor grievance redressal, and the process for processing bids through various intermediaries and platforms.

This section details various rules and requirements concerning different categories of bidders in the Offer, including Mutual Funds, Eligible NRIs, HUFs, FPIs, and various financial institutions. It specifies documentation requirements, investment limits, and procedures for handling multiple bids from certain entities. Furthermore, it outlines specific rules for Anchor Investors, including minimum bid amounts and locking-in periods for allotted shares. The text also includes disclaimers regarding the responsibility of bidders to ensure compliance with all applicable laws and regulations.

This section details various procedural requirements and restrictions for investors and bidders when submitting bids, particularly concerning electronic bidding systems and fund blocking mechanisms. It outlines rules for pre-offer advertisements, the process for signing underwriting agreements, and specific instructions for different types of bidders, including those using UPI mechanisms. Numerous points specify what constitutes a valid bid, including the necessity of correct account details, proper authorization, and adherence to various regulatory guidelines to ensure the integrity of the bidding process.

This section details various procedural aspects related to the offer process, including bid timing, investor grievance redressal, and allotment procedures. It outlines rules for handling bids, compensation for delays in fund unblocking, and the responsibilities of various entities in finalizing the allotment basis. Furthermore, it specifies requirements for allotment quantities across different investor categories and details for payments into escrow accounts for anchor investors. The text also covers aspects of pre-offer advertisements, allotment announcements, depository arrangements, and undertakings from the company and the investor selling shareholder.

The section discusses various aspects related to foreign exchange regulations, including rules concerning investments by entities from countries sharing land borders with India, and amendments to FEMA rules. It details limits on holding by Non-Resident Indians (NRIs) and Foreign Portfolio Investors (FPIs) in the company's equity capital. Furthermore, it outlines restrictions on participation by certain entities and clarifies the rules for offering and selling equity shares, including provisions related to transactions outside the United States.

This section details various provisions related to the issuance, allotment, and management of shares and debentures, including conditions for conversion and lien rights. It outlines procedures for government intervention regarding debentures and loans, the rights of existing shareholders concerning further share issues, and the company's power to manage capital structure. Furthermore, it covers the process for issuing share certificates, the handling of defective certificates, and the company's lien rights over securities.

This section primarily details the provisions related to calls, forfeiture of shares, and the transfer and transmission of shares. It outlines the consequences of non-payment for shares, including the Board's power to serve notices for payment, and the subsequent forfeiture of shares. It also covers various aspects concerning the transfer of shares, including restrictions on transactions, the process for dematerialization, and the Board's discretion in refusing to register transfers. Furthermore, the text addresses the handling of various legal documents related to ownership and the potential for the Company to reduce its share capital.

This section primarily details provisions related to the dematerialization of securities, outlining requirements for issuing and facilitating the dematerialization of equity and other securities. It specifies rules concerning the holding and transfer of securities in dematerialized form, including stipulations for ensuring holdings are dematerialized before certain issues or buybacks. Furthermore, the text covers various aspects of general meetings, including the notice periods, quorum requirements, and voting procedures for members, including provisions related to proxies and the voting rights of deceased or insolvent members.

This section details various provisions related to the appointment, tenure, and removal of Directors, including provisions for additional and alternate directors. It outlines rules regarding the remuneration of Directors and the Board, including sitting fees and reimbursement for expenses. Furthermore, it covers procedures for filling casual vacancies, the rotation and retirement of directors, and the power of the Company to remove a Director via an Ordinary Resolution. The text also discusses the power of Directors to act in certain capacities and the rules for the Board's meetings, including quorum requirements and the handling of questions arising during meetings.

This section primarily outlines various provisions related to the governance, powers, and duties of the company's directors and officers, as well as procedures concerning dividends and the winding up of the company. It details the Board's authority in appointing directors, the responsibilities of managing directors, and rules for handling unpaid or unclaimed dividends. Furthermore, it covers the process for capitalizing profits, the transfer of shares, and the procedures for serving legal documents on members. Finally, it addresses the liability and insurance provisions for directors and officers.

This section primarily outlines various definitions and interpretations relevant to the company's agreements and legal framework. It details clauses concerning secrecy, the scope of the company's powers, and the precedence of certain regulations. It also defines key terms such as various legal acts, approvals, and the nature of the company's business. Furthermore, it defines specific events and securities related to the investment agreement, such as different types of shares and various default scenarios.

This section primarily defines various legal and financial terms used within the prospectus, including definitions related to COVID-19 lockdowns, different types of securities, various forms of encumbrances, and definitions for financial entities and parties involved in the offering. It also defines concepts such as different types of directors, key employees, and various events like insolvency. Furthermore, it outlines terms related to trade laws, government approvals, and the process for Initial Public Offerings (IPOs).

This section primarily defines various terms used within the agreement, such as definitions for terms like 'PER Offered Shareholder', 'Price Per Equity Share', and different types of notices related to preferential offers. It also outlines definitions for key parties like 'Promoter 1' and 'Principal Shareholders’ Representatives', as well as various concepts related to share issuance and transfer. Furthermore, the section details provisions concerning corporate governance, specifically regarding the Board of Directors, including the authority of the Board and the composition of the Board with nominations from the Investor and Identified Promoters.

This section outlines various procedural and governance requirements concerning the appointment, removal, and conduct of the Board of Directors and shareholder meetings. It details rules regarding the appointment of women directors, the rotation of Nominee Directors, and the rights of various parties to nominate or remove directors. Furthermore, it specifies strict requirements for board meetings, including quorum definitions, notice procedures, and the handling of reserved matters, which require prior written approval from the Investor. The section also covers director indemnification, access to company records, and stipulations regarding the frequency and location of board meetings.

This section details various provisions concerning voting rights, subsidiaries, identified events, and information sharing rights between the parties. It outlines specific rights for the Investor and other parties regarding shareholder meetings and the exercise of voting rights, including provisions for non-voting preference shares. Furthermore, it establishes rights for the Investor and Principal Shareholders concerning the nomination of directors for subsidiaries and the exercise of voting rights in relation to equity securities. The section also mandates compliance with various laws and regulations, including SEBI Insider Trading Regulations, and sets forth obligations regarding business plans, financial reporting, and adherence to applicable laws.

This section outlines various covenants and responsibilities related to compliance, financial reporting, and governance within the company. It mandates the maintenance of accurate books and records, requires participation in investor monitoring concerning anti-corruption and trade laws, and establishes procedures for implementing compliance training. Furthermore, it details the appointment of statutory auditors for the company and its subsidiaries, specifies requirements for related party transactions, and ensures timely payment of taxes. The text also covers provisions for the management of the CEO position, the handling of various events concerning license holders, and strict procedures for issuing equity securities to new investors.

This section primarily outlines various transfer restrictions and rights concerning Equity Securities held by the Investor and Principal Shareholders. It details conditions for transferring securities, including restrictions on transfers to competitors and provisions for facilitating sales to new purchasers. Furthermore, it establishes a Right of First Offer mechanism for Principal Shareholders to sell securities to the Investor, including procedures for notice, response, acceptance, and subsequent sale timelines. The section also covers provisions related to Tag Along Rights, which grant the Investor the right to participate in sales by Principal Shareholders under certain conditions.

This section details various provisions concerning the issuance of Initial Public Offerings (IPOs), rights of investors, and obligations related to the company's equity securities. It outlines conditions for mandatory IPO notices, the rights of investors and principal shareholders regarding Offer For Sale (OFS) components, and the handling of costs and liabilities in connection with offers. Furthermore, it establishes rules regarding the status of promoters and investors in IPOs, and the indemnification provided to the investor in connection with offering documents. The text also covers provisions related to the completion of IPOs, the possibility of an alternate exit if an IPO is delayed, and various rights and obligations that can be triggered by events such as a DVR Rights Trigger Event or an Investor Control Event.

This section details various obligations, rights, and default provisions related to the Principal Shareholders and the Company under the relevant Articles. It outlines conditions under which certain shareholder rights, such as the Drag Right, may cease to apply based on changes in shareholding percentage. Furthermore, it specifies procedures for a 'Drag Sale,' including the required documentation and the obligations of the Principal Shareholders to cooperate. The text also covers various events that constitute an 'Event of Default' for the Principal Shareholders and the Company, including failures to perform material obligations or covenants within specified timeframes.

This section primarily outlines various provisions related to default events, breach of applicable laws concerning labour and employment, and the rights of the Investor in the event of a liquidation event. It details the consequences of such events, including the cessation of certain obligations and the triggering of specific rights. Furthermore, it establishes provisions regarding the cooperation required from the Company and Principal Shareholders to facilitate the Investor's rights, as well as stipulations concerning the payment of liquidation preference amounts and the need for regulatory approvals to ensure timely payment.

This section primarily lists various material contracts and documents that the company has entered into or is about to enter into, which are considered material for inspection purposes. It details numerous agreements with investors, consultants, and other entities, as well as various corporate resolutions related to the offering process. Furthermore, it includes numerous certificates and consents from various professionals and auditors, as well as industry reports commissioned by the company.

This section primarily details various agreements and resolutions related to the company, including investment agreements, trademark agreements, employment contracts, share purchase agreements, and various filings with regulatory bodies. It also includes declarations affirming compliance with relevant laws and regulations. Several agreements involve different parties such as promoters, shareholders, and other entities. There are also references to in-principle listing approvals and a SEBI observation letter.

The provided section consists entirely of declarations from various directors affirming compliance with relevant laws and regulations. Each declaration certifies that the statements made in the Prospectus are true and correct and comply with provisions of the Companies Act, 2013, SCRA, SCRR, and the Securities and Exchange Board of India Act, 1992, as amended. These declarations are signed by different Independent Directors from various locations.

The declaration section confirms that all relevant provisions of the Companies Act, 2013 and various regulations and guidelines issued by the Government of India or the Securities and Exchange Board of India have been complied with. Furthermore, the declaration asserts that no statement in the Prospectus contradicts the provisions of these laws. A separate certification is provided by the Investor Selling Shareholder confirming the truth and correctness of statements made in the Prospectus concerning their role as an investor.

This section summarizes related party transactions for the financial years ended March 31, 2026, March 31, 2025, and March 31, 2024, detailing various dealings such as the sale and purchase of goods, loans, reimbursements, and remuneration. The disclosed transactions involve transactions with various entities including Associates/Joint Ventures, key managerial personnel, and members of the key management personnel. The data is presented with metrics showing the percentage of revenue and expenses for each year.

The section details various related party transactions, including remunerations for several individuals, loans repaid by certain parties, and transactions involving subsidiaries. Remunerations were disclosed for Ashokbhai Naranbhai Patel, Bharatbhai Vallabhdas Varmora, Manishkumar Vallabhbhai Varmora, Adarsh Harilal Patel, and Nidhi Bharatkumar Zalariya. Several loans were repaid by Savjibhai Devshibhai Baraiya, Harshil Snehalbhai Shah, and Pravinbhai Devshibhai Baraiya. Furthermore, transactions with subsidiaries like Covertek Ceramica Private Limited and Varmora Granito Limited are detailed, including interest, purchase/sale of goods, and loans. Finally, transactions involving Simola Tiles LLP and Varmora Sanitarywares LLP are also listed, with notes regarding the cessation of Simola Tiles LLP as a subsidiary.

The text states that there was no conflict of interest arising from properties leased by the company to related parties in the last three fiscal years. It directs the reader to a separate section for details regarding related party transactions and transactions eliminated on consolidation, as per the requirements of Ind AS 24 and SEBI ICDR Regulations.

The Board of Directors comprises 9 members, including 3 Executive Directors, one Managing Director, one Non-Executive Nominee Director, and five Independent Directors, including one woman Independent Director. The document details the particulars of nine directors, including their designations, terms of directorship, and other directorships. Several directors have disclosed their professional backgrounds, experience, and associations with various companies. The document also mentions relationships between some directors and senior management, noting that certain directors and senior management personnel are cousins.

The section details various aspects of director remuneration, compensation, and related party disclosures for the company. It specifies that certain directors are entitled to receive commission based on appointments, and it outlines the remuneration paid to the Chairman and Managing Director and other Executive Directors in Fiscal 2026. Furthermore, it lists the total compensation paid to Non-Executive Directors, which is entirely commission-based. The text also confirms that no contingent or deferred compensation is payable to directors as of the date of the prospectus, and clarifies that no remuneration was paid from subsidiaries or associates in Fiscal 2026.

The management section details various committees and their functions, including the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, and the IPO Committee. These committees have defined responsibilities related to financial oversight, director appointments, shareholder grievances, risk management, CSR activities, and the process for issuing IPO documents. Specific functions cover aspects like reviewing financial statements, determining director qualifications, handling shareholder complaints, formulating risk policies, and managing the filing of offer documents.

This section details various requirements and authorizations related to the Offer, including the appointment of numerous intermediaries, the handling of bank accounts, and the process for seeking listings on stock exchanges. It outlines the scope for the Authorized Officers to execute necessary documents and agreements in consultation with lead managers. Furthermore, it specifies the process for seeking consents from lenders, industry data providers, and other third parties, as well as the decision-making process regarding the size and timing of the Offer.

The management section clarifies that certain Key Managerial Personnel (KMPs) and Senior Management may be deemed interested in stock options granted or equity shares allotted to them under the ESOP Plan, as detailed in the Capital Structure section. The company asserts there are no conflicts of interest with lessors/owners of immovable properties or suppliers of raw materials and third-party service providers. Furthermore, there has been no change in KMPs or Senior Management during the three years preceding the DRHP, except for the appointment of Bhaveshkumar H Koshti as the Chief Financial Officer on December 6, 2024. The attrition rate of the management is noted as not being high compared to industry peers. Finally, the text specifies that no amount or benefit has been paid or given to officers other than normal remuneration, as disclosed in related party disclosures.

Updated since the RHP: The section details the equity shareholding of the Directors as of the prospectus date, noting the number and percentage of equity shares held by each. It confirms that the company does not have any bonus or profit-sharing plan for its Directors. Furthermore, the document asserts that no Directors have held directorships in companies that have been suspended or delisted from stock exchanges in the preceding five years. It also states that no consideration has been paid to Directors to induce them to join the company, and no Directors have been identified as Wilful Defaulters or Fraudulent Borrowers. Finally, it mentions restrictions on arrangements with major shareholders, customers, or suppliers and the lack of certain contracts regarding the remuneration of the Directors. The section details the status of Key Managerial Personnel (KMP) and Senior Management, confirming they are permanent employees of the company. It further states that none of the KMP or Senior Management are currently party to any bonus or profit-sharing plans of the company, except as disclosed elsewhere. Additionally, there is no contingent or deferred compensation accrued for Financial Year 2026 payable to these personnel. Regarding shareholding, none of the KMP or Senior Management hold Equity Shares in the company as of the prospectus date, except as disclosed on page 281. Service contracts with the KMP and Senior Management are limited to statutory benefits, with exceptions noted for Amit Doshi and Ashokkumar Naranbhai Patel regarding employment agreements. Finally, the personnel have not entered into arrangements or understandings with major shareholders, customers, suppliers, or others, and their interest in the company is limited to remuneration, benefits, or reimbursement of business expenses, or stock options granted.

The company's promoters are Bhavesh Vallabhdas Varmora, Hiren R Varmora, and Pramodkumar Parsotambhai Patel. The shareholding breakdown shows that Bhavesh Vallabhdas Varmora holds 9.47% of the pre-offer equity share capital, Hiren R Varmora holds 9.35%, and Pramodkumar Parsotambhai Patel holds 6.56%. The document details their roles, including being Chairman and Managing Director for Bhavesh Vallabhdas Varmora and Executive Directors for Hiren R Varmora and Pramodkumar Parsotambhai Patel. The document also clarifies that Bhavesh Vallabhdas Varmora and Hiren R Varmora are not the original promoters, and there has been no change in control in the preceding five years. Furthermore, the document lists various entities and individuals that form part of the Promoter Group.

This section discusses the company's policy regarding the declaration and payment of dividends on its equity shares. The Board has the authority to recommend and approve dividend payments, subject to the Articles of Association and applicable laws. The determination of dividend payout will consider internal factors such as business outlook, mergers and acquisitions, capital expenditure, and contingent liabilities, as well as external factors like economic conditions and regulatory requirements. The company has not declared any dividends in the last three fiscal years, and there is no guarantee for future dividend payments, as the ability to pay will depend on various financial factors.

Updated since the RHP: The section details various disclosures regarding the promoters, including their lack of interest in recent property transactions or related company activities. It also clarifies that no payments or benefits have been made to the promoters or the promoter group during the preceding two years, except as disclosed in specific notes. Furthermore, it lists companies and firms from which the promoters have disassociated within the last three years. The text also outlines the composition of the Promoter Group, detailing natural persons and their relationships, as well as a comprehensive list of entities that form part of the Promoter Group.