SMR Jewels Limited

This section provides an overview of the global economic outlook, detailing projections for growth, inflation, and various risks related to tariffs and geopolitical tensions. It then shifts to an overview of the Indian economy, highlighting its growth trajectory, projected GDP, and key drivers like domestic demand and policy reforms. The market overview focuses on India's robust expansion, trade performance, and the government's initiatives. Finally, it mentions specific developments such as FDI inflows, foreign exchange reserves, and various government schemes aimed at economic development.

The text provides an overview of the Indian Gems & Jewellery market, noting its size and export trends, alongside various developments and government initiatives in the sector. Key developments include expected growth from trade agreements, infrastructure projects, and regulatory changes aimed at boosting exports and domestic manufacturing. Furthermore, the text discusses the broader Indian manufacturing industry, highlighting its role in the economy, technological advancements, and government policies supporting industrial growth and global competitiveness.

This section details various developments across the Indian economy and government initiatives, including growth in the EPFO membership, planned investments by Amazon in India, and the establishment of semiconductor plants in collaboration with various entities. It also covers economic growth statistics, government initiatives promoting manufacturing and skill development, and sector-specific developments in Gujarat, such as infrastructure allocations, industry investments, and logistics policies.

The company specializes in Designer Heritage Jewellery that merges Indian cultural and artistic traditions with modern aesthetics. Their jewellery draws inspiration from mythology, spirituality, and cultural narratives, including collections inspired by Radha-Krishna and Buddha. Additionally, they create Nature-Inspired Jewellery featuring elements from the natural world, and Traditional Jewellery such as Jadtar and Meenakari Jewellery. The company outsources jewellery production to skilled artisans, while maintaining in-house design for concepts and motifs. The company also offers customisation services and ensures quality through strict checks and hallmarking.

SMR Jewels Limited utilizes a hybrid manufacturing model that combines in-house design expertise with a collaborative job-work structure involving skilled artisans across India. The business specializes in Designer Heritage Jewellery, drawing inspiration from mythology, spirituality, and nature to create unique pieces. The process involves several stages, including design concept development, CAD modeling to create digital prototypes, material sourcing, a dual-phase outsourcing model for manufacturing, final assembly and finishing, rigorous quality control, and careful packaging. The company emphasizes blending traditional artistry with modern sensibilities to appeal to contemporary consumers.

The provided section details the bifurcation of revenue from the sale of ornaments and jewellery versus job work income over several periods. It also presents data on the percentage of income derived from top customers, showing consistent relationships over time. Furthermore, the text provides a state-wise breakdown of revenue, highlighting Gujarat as the largest contributor. The section concludes by listing several key awards and recognitions received by the company.

The company specializes in Designer Heritage Jewellery, blending Indian cultural and artistic traditions with modern aesthetics, offering a diversified product portfolio. This portfolio includes collections inspired by mythology, nature, traditional techniques like Jadtar, Meenakari, Polki, and Kundan work, as well as bridal and daily wear jewellery. The company emphasizes in-house design capabilities, innovation, and a focus on balancing tradition with modernity to appeal to diverse consumer segments. They maintain strong B2B relationships with leading brands and have established a dual-phase manufacturing model with skilled artisans.

The company's operations involve the design, manufacturing, and distribution of a diverse range of jewellery, including wedding, festive, daily wear, bridal, and customized designer pieces. The company emphasizes design innovation, purity, and craftsmanship to ensure high quality and style. Sales and marketing efforts involve continuous engagement with clients through various channels, including personal visits and exhibitions, to gather feedback and align product development with market trends. The company adheres to various Indian laws and regulations concerning business operations, including those related to corporate social responsibility and various statutes.

This section primarily details various Indian laws and regulations pertinent to commerce, contracts, evidence, and precious metals. It covers foundational laws such as the Registration Act, Sale of Goods Act, Indian Contract Act, and Negotiable Instruments Act, which govern different aspects of business transactions. Furthermore, it lists several acts related to technology, criminal justice (including new codes like BNS and BNSS), and standards. A significant portion of the text focuses on regulations concerning the trade and certification of precious metals, such as the Bureau of Indian Standards (BIS) hallmarking, and guidelines related to Anti-Money Laundering (AML) and financing of terrorism. It also mentions regulations concerning weights and measures and payment systems.

This section primarily details various laws and regulations across different domains, including consumer protection, data protection, taxation, environmental laws, foreign trade, labor laws, and workplace safety. It outlines specific provisions and mandates from acts such as the Consumer Protection Act, the Digital Personal Data Protection Act, various tax acts (like the CGST and IGST Acts), and environmental legislation. Furthermore, it covers regulations concerning foreign investment, trade facilitation, and the framework for employee welfare and industrial relations.

This section primarily discusses the legal framework surrounding intellectual property protection in India, including provisions under various acts such as the Patents Act, Copyright Act, and Trade Marks Act. It details the scope of protection granted by these laws, the liabilities for infringement, and international agreements India is a signatory to. Furthermore, the text covers regulations concerning local shops and establishments, the requirements for business operations in Gujarat, and the authority of municipalities regarding trade licenses.

The company, originally incorporated as a private limited company, underwent a conversion to a public limited company, changing its name, on October 11, 2024. Key milestones include the initial incorporation in 2018 and the subsequent conversion in 2024-25. The company has a broad scope covering trading, manufacturing, and dealing in various precious metals and jewellery. The company currently holds no holding, associate companies, joint ventures, or subsidiaries, and has not undertaken material acquisitions or mergers in the last ten years. Furthermore, the company has entered into a non-compete agreement with a related party.

This section defines various terms and abbreviations used within the Red Herring Prospectus. It specifies that SMR Jewels Limited is a public limited company incorporated under the Companies Act, 2013, with its registered office in Ahmedabad, Gujarat. The definitions cover terms related to the company, such as its directors, auditors, and various aspects of the offer process, including different types of investors and bid procedures.

This section details various terms related to the offer process, including the role of the Book Running Lead Manager, agreements with various banks, and definitions of different investor categories. It specifies the type of issue as a Fresh Issue of 40,0 Equity Shares. Key aspects covered include pricing mechanisms like Cap Price and Floor Price, the parties involved in the agreement, and the different types of bidders eligible to participate.

This section defines various terms related to the offering process, including the pay-in period, price band, and the parties involved. It specifies that the Price Band and minimum bid lot will be decided by the Company in consultation with the Book Running Lead Manager. It details the requirements for advertising the offer in national and regional newspapers. It also outlines the process for finalizing the Offer Price and the filing of the Prospectus with the Registrar of Companies (ROC).

This section lists various abbreviations and definitions used in the Draft Red Herring Prospectus (DRHP), covering legal, financial, and industry terms. It also outlines conventions for presenting financial data, currency units, and the sources for industry and market data used in the document. It clarifies that certain data relies on the reader's familiarity with various accounting standards and that some information is derived from publicly available sources without independent verification.

This section primarily outlines various risk factors associated with the company's operations and business. Key risks include revenue concentration due to reliance on a limited number of top customers, dependence on third-party suppliers for raw materials, and vulnerability to fluctuations in raw material costs and supply chain disruptions. Furthermore, the company's revenues are heavily concentrated in the state of Gujarat, exposing it to region-specific risks such as adverse developments in that area. The text emphasizes that these risks could materially and adversely affect the company's business, operations, and financial condition.

The provided text details various risks related to the company's operations, including reliance on independent artisans and potential supply chain disruptions. It also outlines significant regulatory and financial issues, such as delays in filing forms and late refunds of application money, which led to adjudication proceedings and penalties from the Registrar of Companies. Furthermore, the text lists numerous instances of discrepancies and omissions in statutory records, as well as delays in filing and depositing various tax returns, including GST, Income Tax, and Tax Deducted at Source (TDS).

The provided text details various operational and financial risks faced by the company, including issues related to statutory dues, raw material price volatility, and changing consumer preferences. The company highlights dependencies on third-party certifications, the risk of trademark infringement, and the vulnerability of its design concepts to replication by competitors. Furthermore, the text discusses working capital requirements, the potential for negative cash flows, and the uncertainty surrounding future financing and execution of customer orders.

The section discusses various legal matters involving the company, its promoters, directors, and SMP & KMP, noting that adverse decisions could impact the business. It details outstanding litigation amounts, including tax proceedings against the company and various litigation involving the promoter group. The text also covers risks related to guarantees provided by the promoter group for debt facilities, which could lead to lenders requiring alternate guarantees or repayment of amounts. Furthermore, it mentions risks associated with the proposed utilization of net proceeds for constructing a jewellery studio, including potential delays or cost overruns. The section also outlines contingent liabilities from borrowings and the risks associated with the company's product portfolio relying on cultural narratives.

The section discusses various risks related to the company's operations, including inventory security, technological changes, and market dynamics. It highlights potential issues such as losses due to inadequate security infrastructure, the impact of technology adoption on manufacturing outsourcing, and challenges in finding new vendors. Furthermore, the text covers risks associated with the public listing process, such as increased scrutiny from regulators, the potential for fluctuations in the equity share price, and various financial and regulatory risks.

This section details various risks that could adversely affect the company's business and financial performance, including global economic and political factors, civil disturbances, terrorist attacks, and changes in Indian government policy. It also discusses risks related to unethical business practices in the industry, potential impacts from changes in labour laws, differences between various accounting principles, and instability in the financial markets. Furthermore, the text covers risks associated with the state of Indian infrastructure and potential slowdowns in the Indian economic growth, which could impact operations and profitability.

The financial information provided is for SMR Jewels Limited, which was previously known as SMR Jewels Private Limited. The company's CIN is U74999GJ2018PLC104946. The financial statements summarize data for periods ending December 31, 2025, and March 31, 2025, for the years 2025, 2024, and 2023. The report is prepared for Surana Maloo & Co. Firm, and the relevant financial notes are found in Annexures IV and XXIX.

The section details various related party transactions, including director remuneration, salary, and loans between directors and related parties. It lists transactions involving directors like Vismay Manojkumar Soni, Parul Manoj Soni, Jainil Virendra Soni, and others. The section also covers transactions with entities such as Ekatva Jewels and SMR Foundation, as well as rent payments and loan activities.

The company was originally incorporated as a private limited company on October 26, 2018, and subsequently converted into a Public Limited Company via a Special Resolution on September 14, 2024. The name of the company was changed from “SMR Jewels Private Limited” to “SMR Jewels Limited” following this conversion. Key details regarding the offer process, such as the opening and closing dates, are provided, and various parties involved in the offering process, including the Book Running Lead Manager, Registrar, and Legal Advisor, are listed.

The section details various aspects related to the offer process, including the role of the Book Running Lead Manager, the requirements for different agencies, and the book-building procedure. It clarifies that Wealth Mine Networks Limited is the sole Book Running Lead Manager, and outlines the rules for monitoring agencies based on the offer size. Furthermore, it specifies the process for book building, including the determination of the price band, the parties involved in the process, and the allocation rules for various investor categories under the SEBI ICDR Regulations.

The offer is 100% underwritten, with an agreement dated December 12, 2025, for a specified number of equity shares. The underwriting agreement includes a portion for the Market Maker Reservation, which is to be subscribed by the Market Maker to comply with SEBI (ICDR) Regulations. The Market Making Agreement is in place with Rikhav Securities Limited, which will act as the Market Maker for a period of three years from the listing date or as notified by amendments to SEBI (ICDR) Regulations. Various obligations and monitoring requirements are specified for the Market Maker regarding quotes, liquidity, and adherence to regulations.

This section details the capital structure of the company as of the Draft Red Herring Prospectus, outlining the authorized, issued, and paid-up equity share capital. It specifies various components of the offer, including fresh issues, offers for sale, and reservations for market makers. Furthermore, the text provides a history of the equity share capital, including details on initial subscribers, private placements, and bonus issues, which shows the evolution of the shareholding over time.

This section details the breakdown of promoter shareholding, listing various individuals and their respective shareholdings. The data shows a distribution of shares among numerous promoters, with the largest holding belonging to Mr. Naveen Rastogi. The total number of shares accounted for in this breakdown is 97,69,162. Furthermore, it is disclosed that the company currently does not have any Preference Share Capital as of the date of the Red Herring Prospectus.

The Offer involves a Fresh Issue of 40,0 Equity Shares and an Offer for Sale of 9,80,000 Equity Shares. The proceeds from the Offer for Sale will be shared with the Selling Shareholders on a pro-rata basis, with certain exceptions for listing fees. The company intends to use the Net Proceeds from the Offer towards several purposes, including funding capital expenditure for a Jewellery Studio, debt repayment, working capital requirements, and general corporate purposes. The utilization of these funds is based on business requirements and estimates, though the actual deployment may be subject to changes based on various internal and external factors.

The company outlines plans for utilizing the proceeds from the issue for various purposes, including construction, debt repayment, and working capital. The management reserves the flexibility to use any surplus proceeds from construction costs for other construction-related requirements or for general corporate purposes, subject to a specific limit. Furthermore, the company proposes to use a portion of the net proceeds to cover working capital requirements, which are projected to be fully deployed in the period ending December 31, 2026.

The company's business model is characterized by high inventory intensity, driven by the need to maintain a diverse range of products, and design innovation as a key growth driver. The utilization of net proceeds is strategically planned to support rapid growth by funding various operational needs. The company anticipates needing working capital to sustain rapid growth, cover exhibition-driven sales, and prepare for the establishment of a permanent Jewellery Studio. Furthermore, the funds are intended to ensure liquidity for increased turnover and support long-term objectives.

The company has established a framework for monitoring the utilization of funds raised from the offer, requiring reporting to a Monitoring Agency. The company is obligated to disclose the utilization of gross proceeds, including interim uses, in the balance sheet and quarterly financial results. Furthermore, the company must provide item-by-item descriptions of expense heads for the objects of the offer to the Monitoring Agency. There are restrictions on using the proceeds for certain investments, such as equity and real estate products, pending utilization.

This section provides various financial and operational performance metrics for the company, including customer concentration analysis and comparisons with industry peers. It details metrics such as revenue from operations, EBITDA, profit after tax, net debt, net worth, capital employed, return on equity (RoE), return on capital employed (RoCE), and earnings per share (EPS). Furthermore, it includes operational KPIs like the number of new products launched, total customers, total suppliers, and the average per customer order size.

The provided text primarily discusses the Weighted Average Cost of Acquisition (WACA), floor price, and cap price for various transactions, and details regarding the statement of special tax benefits available to the company and its shareholders. It outlines conditions related to primary and secondary issuances of equity shares and the applicability of certain tax provisions under the Income Tax Act.

This section primarily discusses the limitations and assumptions related to a statement concerning Direct Tax Benefits available to the Company and its shareholders under current Indian tax laws. It clarifies that the availability of these benefits depends on fulfilling certain conditions, which the Company or its shareholders may choose to meet based on business imperatives. Furthermore, the statement is limited to the mentioned tax laws and excludes any benefits under indirect tax laws or other laws. The document also explicitly states that it does not cover tax consequences outside of India and advises investors in such regions to consult their own advisors.

This section primarily deals with the identification and related party transactions concerning the Group Companies of the company, specifically mentioning SMR Foundation. It outlines the criteria used by the Board to identify Group Companies, which includes companies with which the company has entered into related party transactions or other companies deemed material by the Board. Furthermore, it details the scope of interest of the Group Company in the promotion of the issuing company, property acquisitions, and transactions involving land, construction, or machinery. Finally, it confirms that the Group Companies are not involved in litigation or common pursuits with the issuer, and clarifies that there are no other related business transactions between the Group Companies and the company besides those disclosed elsewhere.

This section details the responsibilities of the Board of Directors and the Auditor in preparing and examining the restated financial information for the Draft Red Herring Prospectus. The Board is responsible for preparing the financial statements, while the Auditor's responsibilities include examining these statements against agreed terms and ensuring compliance with relevant regulations. The financial information was compiled from various statements prepared for different periods, including those ending in December 2025, March 2025, March 2024, and March 2023.

This section details the restated Profit and Loss statement for four different periods, covering revenue, expenses, profit before tax, tax expenses, and the final profit. It also includes a comprehensive breakdown of the cash flow statement, showing cash generated from operations, cash used in investing and financing activities, and the net change in cash and cash equivalents. Furthermore, the document outlines various material accounting policies concerning corporate information, the basis of financial statement preparation, asset valuation, revenue recognition, and taxation.

This section details various accounting policies, reconciliations, and financial statement components for SMR Jewels Limited. It outlines the operating cycle, the reconciliation of profit after tax, and the movement of reserves and surplus over different fiscal years. Furthermore, it provides information on the structure of the share capital, including the issuance of bonus shares, and the details of shareholding by promoters. Finally, it lists the long-term borrowings from various financial institutions.

This section details various financial and operational metrics for the company across different fiscal periods, including bank borrowings, trade payables, cash balances, and inventory movements. The data covers several financial institutions and various aspects of the company's operations and liabilities. Specific attention is given to the movement in assets like inventories and the reconciliation of various financial items.

This section details various financial and governance disclosures for the company, including payment to auditors, related party transactions, and ratio analysis. It presents comparative data for earning per share, related party dealings, contingent liabilities, and various compliance aspects under the Companies Act, 2013. The text also covers details on the issuance of equity shares, the nature of borrowings, and various restrictions concerning related parties and financial operations.

This section details various loan and borrowing figures, including both secured and unsecured loans from banks and financial institutions, as well as sundry borrowings. It also provides an ageing analysis of trade receivables and trade payables, and a ratio analysis covering liquidity, solvency, and profitability metrics. The data includes figures for different periods, such as 2025, 2024, and 2023, with commentary on the trends observed in these ratios.

This section provides details on the capitalization structure, tax shelter information, and financial performance metrics for the company across various periods. It details the pre- and post-issue figures for long-term and short-term debts, shareholders' funds, and the corresponding debt-to-shareholders' funds ratios. Furthermore, it presents historical tax shelter data and various financial ratios such as revenue, net profit, EBITDA margin, return on net worth, and earnings per share.

This section provides details on the company's capitalization structure as of December 31, 2025, showing borrowings, equity, and derived ratios. It also includes a discussion on the business overview, detailing the company's specialization in designer heritage jewellery, the manufacturing process involving design, sourcing, and dual-phase outsourcing, and the commitment to quality through BIS Hallmark certification. Furthermore, the text outlines the key performance indicators, including revenue trends, the shift towards manufacturing-led operations, and the various risks associated with gold prices, seasonal demand, and regulatory changes.

This section details the company's significant accounting policies, the statement of assets and liabilities, and the components of the profit and loss statement. The financial data shows fluctuations in borrowings, trade payables, inventories, and receivables over several financial years. The revenue growth is attributed to repeat business and new customer acquisition, supported by design innovation and market factors like gold price increases. The statement of profit or loss breaks down total income into revenue from operations and other income, detailing various expenses such as cost of materials, employee benefits, finance costs, and depreciation.

This section details the financial performance comparison between different fiscal years, highlighting significant growth in revenue and profitability. Revenue from operations increased substantially, driven by rising gold prices, while the company strengthened its operational scale through working capital infusion and debt facilities. The analysis also covers changes in various expense heads, inventory management strategies, and the impact of these changes on the company's profitability and working capital utilization.

The company demonstrated significant profitability growth, with Profit Before Tax increasing by 332.1% and Profit After Tax growing by 322.8% between FY2022-23 and FY2023-24. This growth was supported by higher revenues, improved gross margins, and operating efficiencies. The company also showed an improvement in PAT margin, moving from 1.3% to 3.1%. Cash flow analysis showed fluctuations, with net cash used in operating activities varying significantly across periods, largely influenced by changes in working capital components. Financing activities showed substantial increases in cash generation, particularly in FY2024-25, driven by share capital issuance and borrowings.

This section details the outstanding borrowings of the company as of December 31, 2025, across various lenders and facilities. The data includes details such as the name of the lender, the date of sanction/agreement, the tenure of the facility, the nature of the borrowing, the sanctioned amount, the date of disbursement, the interest rate, repayment terms, and the nature of the security provided. The borrowings are categorized into secured and unsecured loans, with various repayment schedules and conditions specified for each facility.

This section primarily details various aspects related to working capital, litigation, and tax matters concerning the company and its promoters. It certifies working capital amounts for different parties and outlines the company's compliance history regarding legal proceedings and tax claims. Notably, a penalty was imposed by the Registrar of Companies for a delay in filing a special resolution, which was subsequently paid by the company and its officers. Furthermore, there is a record of an ongoing matter with the Income Tax Department concerning an assessment year.

The company has confirmed the absence of outstanding criminal proceedings, actions by statutory or regulatory authorities, and penalties imposed by SEBI or stock exchanges against the group, holding, or subsidiary companies in the last five financial years. Furthermore, there are no outstanding material litigations as defined by the Company's Materiality Policy. The section details various approvals obtained by the company, including corporate approvals, stock exchange approvals, agreements with depository services, and various tax, labour law, and business operations related registrations and licenses.

The section regarding material licenses and approvals indicates that as of the date of the Red Herring Prospectus, the company does not have any material licenses or approvals that are required but not yet obtained or applied for. Furthermore, there are no material licenses or approvals that have expired for which renewal applications have been made, nor are there any expired licenses for which renewal applications are yet to be applied for.

The section details the authorization for the Offer for Sale, including resolutions from the Board of Directors and the Equity Shareholders. It confirms that the selling shareholders have authorized the inclusion of their shares in the Offer for Sale, and that the offered shares are free from any lien or encumbrance. Furthermore, the company has obtained necessary contractual approvals for the Offer, including an In-Principle Approval letter from BSE for using its name in the Red Herring Prospectus for listing on the SME Platform. The text also outlines various compliance confirmations related to eligibility criteria under SEBI ICDR Regulations, such as promoter conduct, lack of debarment, and the company's operational track record.

The section details various compliance confirmations related to the issuance process, including agreements for market making and adherence to SEBI regulations. It confirms commitments regarding the number of allottees and the reporting of transactions. Furthermore, it outlines compliance with provisions concerning minimum promoter contribution, the appointment of a Company Secretary and Compliance Officer, and requirements for reporting transactions to the stock exchange.

This section details various jurisdictional restrictions and filings related to the issuance of the Red Herring Prospectus. It specifies that any dispute arising from the Offer will be subject to the jurisdiction of the competent courts in Jamnagar, Gujarat. Furthermore, it outlines limitations on where the prospectus can be publicly issued or sold, restricting such activities outside of India unless compliant with local laws. The document also clarifies that the Equity Shares have not been registered, listed, or qualified in any jurisdiction outside India, and restrictions apply to applications from such jurisdictions. The filing process involves several regulatory bodies, including BSE SME, SEBI, and the Registrar of Companies (RoC).

The section primarily addresses various aspects related to the company's status as an Unlisted Issuer and the nature of the Initial Public Offering. It clarifies that no commission or brokerage has been paid for previous equity issues, and confirms the absence of outstanding debentures, bonds, or redeemable preference shares. Furthermore, it outlines procedures for investor grievances, detailing how complaints can be directed to the Registrar or SCSBs, and mentions the process for obtaining authentication on SCORES for grievance redressal. The text also details the regulatory framework governing the offer, including the use of the ASBA process and various SEBI circulars related to the Unified Payments Interface (UPI) for public offers.

The section details various aspects related to the issuance and trading of equity shares, including the ranking of equity shares and the rules governing dividend payments. It specifies that dividend declaration and payment will adhere to the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, and other relevant guidelines. Furthermore, it outlines the process for determining the Offer Price, which involves consultation with the Book Running Lead Manager, and the procedure for advertising the Price Band in various national and regional newspapers. The section also covers compliance with SEBI (ICDR) Regulations, disclosure and accounting norms, and requirements for minimum application sizes and allotment in dematerialized form.

This section details various procedural aspects related to the offer process, including timelines, handling of applications, and conditions for migration to the main board. It outlines rules regarding the submission of bid-cum-application forms, the potential for price band revisions, and the conditions under which a company can migrate its securities from the SME exchange to the main board. Furthermore, it specifies numerous eligibility criteria, including financial, operational, and regulatory track records, that prospective listing companies must satisfy.

The section discusses various regulatory considerations related to the offer, including restrictions on participation by certain entities and the process for allotment. It details that certain entities like OCBs require prior RBI approval for fresh investments, while others like Eligible NRIs, FPIs, and FIIs are permitted under certain conditions. Furthermore, it outlines the structure of the initial public offer, the book-building process, and the rules for allotment, including provisions for different investor categories and procedures for handling bids and potential withdrawals of the offer.

The section outlines various procedural aspects related to the offer, including timelines, rules for withdrawal, and the implementation of the Unified Payments Interface (UPI) mechanism for applications. It details the process for closing the bid/offer period, the time limits for submitting application forms, and the various phases of the UPI mechanism introduced by SEBI to streamline the listing process. Furthermore, it specifies compensation clauses for delays in unblocking funds and clarifies the responsibilities of the Book Running Lead Manager (BRLM).

The section details changes to the fund blocking mechanism, transitioning from SCSBs to the UPI payment mechanism, and introduces new requirements for investor grievance redressal under the SEBI UPI Circular. It specifies that Issuers must appoint a sponsor bank to act as a conduit between Stock Exchanges and NPCI for UPI transactions. Furthermore, it outlines requirements for processing fees and clarifies which entities are eligible to use the UPI mechanism for applications.

This section outlines various categories of entities eligible to participate in the offer, including trusts, research organizations, insurance companies, and various funds. It also details restrictions on who can make applications, such as minors, partnership firms, and foreign nationals, and clarifies rules regarding Overseas Corporate Bodies (OCBs) and their investment eligibility. Furthermore, the text specifies procedures for bidding, including the duration of the bid/offer period, the process for submitting applications, and requirements related to the documentation provided by bidders.

This section details various restrictions and requirements concerning who is eligible to bid for the offer, including different categories of investors such as FPIs, Mutual Funds, HUFs, and various financial institutions. It outlines specific documentation required for different bidder types, such as registration certificates, financial statements, and resolutions. Furthermore, it specifies investment limits and exposure norms for different investor types, such as insurance companies and banking companies, based on various regulations. The section also mandates the use of the Application Supported by Blocked Amount (ASBA) process for certain bids and details the procedures for allotment and payment mechanisms.

This section details various procedural aspects related to the registration and handling of applications for the offer, including the roles of Designated Intermediaries and the process for fund blocking. It outlines responsibilities regarding the acceptance and uploading of applications, the flow of information to various parties, and conditions under which applications might be rejected. Furthermore, it covers aspects related to the book building process, including price discovery, allocation rules based on SEBI regulations, and procedures for handling bids, including withdrawals and joint bids. Finally, it mentions requirements for Permanent Account Numbers (PAN) and the format for offering equity shares in dematerialized form.

This section outlines various instructions and conditions related to the process of bidding and applying for equity shares, including requirements for allotment advice, fund blocking, and documentation accuracy. It details procedures for how allotment advice is dispatched, the timelines for corporate actions following an offer closing date, and specific guidelines for individual and institutional bidders. The text emphasizes ensuring correct details such as PAN, DP ID, and bank account information, and warns against various forms of improper bidding or submission.

This section details various aspects of the allocation and allotment procedures under the SEBI (ICDR) Regulations, covering rules for dealing with under-subscription and over-subscription scenarios. It outlines the flow of events from the closure of the bidding period until the final allotment, including validation of bid details and reconciliation with depository records. The text specifies different rules for allotment based on the investor category, such as Individual Investors, Non-Institutional Investors, and Qualified Institutional Buyers (QIBs), including proportionate allotment methods. Furthermore, it details specific provisions for allocation to Anchor Investors and the general process for handling under-subscription.

This section details various procedural requirements and undertakings related to the application, allotment, and listing of equity shares. It outlines rules regarding the submission of applications, the role of various intermediaries, and the timelines for completing formalities. Furthermore, it specifies the company's commitments concerning the timely completion of listing procedures and the handling of application monies, including provisions for refunds and interest on delays. The text also covers stipulations from both the company and the selling shareholder regarding the transfer of shares and cooperation with the process.

This section details various regulations concerning foreign investment in Indian securities, primarily governed by the Industrial Policy, 1991, and the Foreign Exchange Management Act, 1999 (FEMA). It outlines that foreign investment is generally permitted without prior approvals in certain sectors, though specific procedures must be followed. The text discusses various circulars and directions issued by the Reserve Bank of India (RBI) and the Department of Industrial Policy and Promotion (DIPP) that govern foreign investment. Furthermore, it specifies conditions for the issuance of fresh shares to non-residents and the transfer of shares between residents and non-residents, including reporting requirements and filings like Form FC-GPR. It also details restrictions on investment by entities from countries sharing land borders with India.

The provided text details various compliance and shareholding aspects of the company, including the issuance of equity shares and the structure of the promoter shareholding. The company has not issued equity shares at a price lower than the offer price in the last year, and certain restrictions regarding employee stock option schemes and convertible securities are noted. The shareholding pattern shows that the majority of the equity shares are held by promoters, specifically individuals, with the total holding percentage detailed in the tables.

This section details the identity and shareholding patterns of various promoters and their group in the company. It lists several individuals, including Mrs. Dipikaben Virendra Soni, Ms. Drashti Pal Modi, Mr. Parth Bhavesh Modi, Mr. PalBhaveshkumar Modi, Mr. Bhaveshkumar Chandrakant Modi, Mrs. Bhanumati Ramanlal Parekh, Mr. Soni Mitul Virendra, Mrs. Soni Niharika Vismay, Mrs. Pragna Bhavesh Modi, Mr. Bhavik Girishkumar Soni, and Mr. Palav Mukesh Soni. The data includes their respective shareholding percentages and the total number of shares held. The document also provides tables detailing the shareholding pattern across different categories like Institutions, Foreign Portfolio Investors, and other investors.

This section details various promoters and shareholders, including individuals and entities, along with their respective shareholding percentages. Key promoters identified include Ms. Pooja Ramavatar Kabra and Mr. Dipak Khushalbhai Chokshi, who hold 10% each. Other entities such as HUF, Non-Resident Indian (NRI), and various trusts and companies are listed with their shareholding details. Furthermore, a list of shareholders holding 1% or more of the paid-up share capital is provided, showing significant ownership by several individuals and entities.

The section details the build-up of shareholding by the Promoters in the Company since its incorporation, including various allotment and transfer transactions. It lists the shareholding details for individual promoters and the Promoter Group, along with information regarding the lock-in period for the Promoters' Contribution as per SEBI (ICDR) Regulations. Furthermore, it confirms that no shares held by the Promoters have been pledged and that the financing for the share acquisition came from personal funds or internal accruals, not from loans or financial institutions.

This section details various regulations concerning the inscription or recording of non-transferability on equity shares and the pledging of locked-in equity shares by promoters. It outlines conditions under which pledged shares can be used as collateral for loans and specifies rules for the transferability of these shares by promoters and other parties. Furthermore, the text clarifies that no buyback or standby arrangements have been entered into, and it mentions the number of shareholders and restrictions on future capital offers or changes to the company's capital structure.

The company has six directors on its Board as of the date of the Draft Red Herring Prospectus, with the board composition subject to the Articles of Association and the Companies Act, 2013. The Board includes a Managing Director, a Whole Time Director, two Non-Executive Directors, and two Independent Directors. Details regarding the directors' names, designations, categories, directorships, and terms are provided. Several confirmations were made regarding the directors' status concerning willful defaulters, fugitive economic offenders, and any arrangements with major shareholders. Furthermore, relationships between some of the directors were disclosed, and provisions regarding borrowing powers and terms of employment for the Managing Director were outlined.

The management section details the appointment and remuneration structure for various directors. Mr. Jainil Virendra Soni is listed as a Whole Time Director with specific terms regarding his appointment and salary increments. Remunerations for Executive Directors as of December 31, 2025, are disclosed. The document also outlines provisions regarding sitting fees for Non-Executive Directors and clarifies that no compensation beyond normal remuneration has been paid to directors, except as specified in certain chapters. Furthermore, it discusses the interest of directors in the company's promotion, business, and property, and details the composition and functions of various committees, including the Audit Committee.

The provided text outlines various powers and responsibilities for different committees within the company, including the Audit Committee, the Shareholders and Investors Grievance Committee, the Nomination and Remuneration Committee, and the Corporate Social Responsibility Committee. These committees have specific mandates related to financial review, grievance redressal, director evaluation, and CSR activities. The text details the composition and terms of reference for these bodies, including requirements for quorum and meeting frequency.

The company's management structure includes a Board of Directors assisted by qualified, permanent employees. Key managerial personnel include a Managing Director and a Whole-time Director, along with a Chief Financial Officer and a Company Secretary. Relationships between certain key personnel and directors are disclosed, noting familial ties. The company has no arrangements with major shareholders, customers, or suppliers that would necessitate such relationships with the directors or key personnel. Furthermore, there are no outstanding loans against key managerial personnel, and no bonus or profit-sharing plans are in place.

The section details the promoters and key managerial personnel of the company. The promoters include Mr. Vismay Manojkumar Soni, Mr. Jainil Virendra Soni, Mrs. Parul Manoj Soni, Mrs. Dipikaben Virendra Soni, and Mrs. Drashti Pal Modi, who collectively hold a significant portion of the equity shares. Profiles are provided for each individual, outlining their roles, experience, qualifications, and other directorships. The section also includes declarations regarding the promoters' compliance with various regulations and their relationship with the company and its entities.

The company asserts that its Promoters do not have any other interests in the company beyond their shareholding and dividends. Furthermore, the company states that it has not made any payments in cash or otherwise to the Promoters or to firms/companies in which the Promoters are interested as Members, Directors, or Promoters, except as disclosed in the 'Statement of Related Parties' Transactions. The document also clarifies that there are no other ventures of the Promoters in which they have business interests, except as disclosed in the relevant chapter. Regarding guarantees, the Promoters have provided personal guarantees for financial facilities availed by the Company's Bankers, and details are provided in a separate statement. Finally, the document lists various entities that form part of the Promoter Group, including several proprietorships and a Hindu Undivided Family (HUF).

This section details the main provisions of the Articles of Association concerning various aspects of equity shares. It covers definitions, restrictions on the use of funds, and the Board's control over share allotment and transfer. The provisions also address the ability of the Board to offer shares to certain persons, the rights of shareholders to modify certain rights, and the process for splitting or consolidating shares. Furthermore, it outlines provisions related to the payment of amounts due on shares, including the concept of calls and the interest applicable for delayed payments.

This section details various provisions concerning the handling of share calls, forfeiture of shares, and the transfer/transmission of shares. It outlines the Board's power to receive advance payments, the consequences of non-payment, and the process for enforcing forfeiture, including notice requirements and the Board's right to dispose of forfeited shares. Furthermore, the text covers the procedures for transferring shares, including requirements for instruments of transfer, the Board's discretion in refusing to register transfers, and provisions related to the death or insolvency of a member and the subsequent rights of the survivor or legal representatives to claim the shares.

This section details various provisions concerning the management and rights of shareholders, including provisions related to the surrender of shares, modification of share rights, and the conversion of shares into stock. It also covers rules for the set-off of money owed by the company to shareholders and the transferability of stock. Furthermore, the text outlines rules for dematerialization of securities and the rights of beneficial owners when securities are held in a depository. It also establishes procedures for conducting general meetings, including quorum requirements, notice periods, and the handling of special business, as well as rules regarding voting rights and the casting of votes.

This section outlines various provisions concerning the authority of the company, the appointment and removal of directors, and the rights of shareholders and directors. It details provisions for authorizing representatives for meetings, rules regarding proxy voting, the composition and limits of the Board of Directors, and the remuneration directors may receive. Furthermore, it covers the conditions under which a director's office can be vacated, the rules for contracting with the company, and the rotation and retirement of directors.

This section details various provisions concerning the powers and duties of the Board of Directors, including the ability to manage the company's business and the scope of powers vested in the Directors. It outlines procedures for board meetings, including quorum requirements and how decisions are to be made. Furthermore, it covers the Board's authority to appoint various officers, such as an Attorney, and grants directors certain powers to acquire property, secure contracts through mortgages, and make various agreements. The provisions also touch upon the appointment and powers of Managing Directors and Whole-time Directors.

This section details various provisions concerning the Board's powers, including delegation of authority, borrowing powers, and the assignment of various securities. It outlines restrictions on borrowing amounts and the ability to secure loans through various instruments. Furthermore, it covers the assignment of debentures and the terms for issuing such securities, including provisions for securing payments through trust deeds or other contracts. The text also addresses the charging of uncalled capital and the rights of subsequent assignees to such charges. Finally, it specifies the Board's powers regarding financial statements, the maintenance of registers, and the procedures for declaring and paying dividends, including provisions for deductions and retention of dividends.

The provisions detail various aspects of corporate governance, including resolutions concerning the distribution of profits and capital, the powers of the Board in implementing such resolutions, and the maintenance of company accounts. The rules specify how accounts must be kept, who can inspect them, and the procedures for furnishing financial statements to the General Meeting. Furthermore, the text outlines strict rules regarding the service of legal documents on members, including provisions for handling deceased or insolvent members and the general requirements for notifying shareholders.

The section details various provisions related to the execution of notices, authentication of documents, winding up procedures, indemnity and responsibility of directors, and secrecy clauses. It outlines rules for document authentication, the distribution of company assets upon winding up, and the liability of directors for certain actions or losses. Furthermore, it specifies restrictions on members' access to company works and mandates secrecy regarding trading details, while also detailing procedures for inspecting statutory registers and obtaining copies thereof.

This section contains a declaration by several individuals acting as Selling Shareholders, certifying the truth and correctness of statements and disclosures made in the Draft Red Herring Prospectus concerning themselves and the Equity Shares offered for sale. The signatories confirm they assume no responsibility for statements made by other Selling Shareholders or any other person in the document.