Deepa Jewellers Limited

The gems and jewellery industry in India is a significant economic contributor, characterized by a mix of large manufacturers, exporters, and online wholesalers serving both domestic and international markets. The industry's value chain involves stages from mineral mining to refining, manufacturing, and distribution to various retail segments. The B2B segment showed strong growth, with market size expanding substantially between FY22 and FY26, primarily driven by rising gold prices. The market structure features a division between large and small wholesalers, and the industry is influenced by factors such as gold prices, consumer sentiment, and the adoption of digital transformation.

The text discusses various aspects of the gems and jewellery industry, including market segmentation, regional consumption patterns, and consumer trends. It highlights that the southern region has the highest market share in jewellery consumption, and the industry is projected to grow significantly between 2025 and 2030. Furthermore, it details the structure of the retail market, noting the dominance of jewellery retail chains in the South Indian segment, and outlines several demand drivers such as festivals, rising disposable income, financial security perception, and government support. The text also covers challenges like raw material import dependence and regulatory risks, alongside various government regulations concerning gold and jewellery.

This section compares select key players within the domestic Indian B2B gems and jewellery industry using data sourced from various public sources. It details the evolution of the gems and jewellery retail industry, tracing its development from family-based standalone jewellers to organized retail brands. The text also outlines the value chain for gold and diamond processing, which involves stages from mineral mining and refining to various intermediaries and final retail outlets. Furthermore, it discusses the impact of government reforms, such as GST and BIS hallmarking, on the formalization and growth of the jewellery retail sector.

The diamond value chain involves a progression from mining to independent producers, then to manufacturers, polishers, and jobbers, before reaching consumers through various retail channels. The Indian jewellery sector is distinguished by the generational knowledge of Indian jewellers, superior polishing and cutting techniques, and the manual work of craftsmen, which contributes to high exports and foreign exchange reserves. The B2B gems and jewellery industry in India showed strong growth, with market size expanding significantly between FY22 and FY26, driven by rising gold prices and demand. Key players operate from major hubs like Mumbai, Surat, Jaipur, and Chennai, offering integrated supply chains and export scalability.

The company, originally incorporated as Deepa Jewellers Private Limited, converted to a public limited company on September 1, 2025, and its name was changed to Deepa Jewellers Limited following a special shareholder resolution. The registered office address was changed on November 28, 2025, for operational convenience. The Memorandum of Association has undergone several amendments, including changes to the name, the subdivision of equity share face value, and increases in the authorized share capital. The company has experienced several milestones related to product diversification, turnover crossing certain thresholds, and investment in manufacturing machinery. The company currently has no significant financial or strategic partnerships and no subsidiaries or joint venture companies.

This section details the directorship and governance structure of the company, listing various directors, their designations, qualifications, and tenure. It outlines the relationship between the promoters and directors, confirms that no directors have been involved in certain transactions, and specifies the terms for their appointment and remuneration. Furthermore, it clarifies the directors' interests, including personal guarantees and loans extended to the company, and details a lease agreement with one of the directors for the company's registered office.

This section details recent corporate activities, including a lease agreement entered into with Ashish Agarwal, which involves monthly payments to him. It outlines changes to the Board within the preceding three years, detailing the name and designation changes for several individuals. The company affirms its compliance with corporate governance requirements under the Companies Act, 2013, and SEBI Listing Regulations. The company has established several Board-level committees, including Audit, Nomination and Remuneration, Stakeholders’ Relationship, Corporate Social Responsibility, and Risk Management, in addition to an IPO committee. Various committees have specific terms of reference related to financial oversight, director appointments, shareholder grievances, and compliance with securities laws.

The section details the constitution and terms of reference for the Corporate Social Responsibility Committee and the Risk Management Committee, including the composition of their members. It outlines the responsibilities delegated to these committees, such as formulating CSR policies and monitoring risk management systems. Furthermore, the text provides an organizational chart showing the reporting structure, lists various Key Managerial Personnel and Senior Management, and discusses aspects related to their tenure, service contracts, and compensation arrangements.

This section details the interests of the Key Managerial Personnel and Senior Management, noting that they have outstanding loans from the company. It outlines several lease agreements entered into with Ashish Agarwal concerning the company's registered and proposed facilities, requiring monthly payments. The section also lists changes in Key Managerial Personnel and Senior Management appointments and resignations within the last three years. Furthermore, it identifies the Promoters, including Ashish Agarwal, Seema Agarwal, and Dev Agarwal, along with their respective shareholding percentages. The document also details various disclosures regarding the Promoters' interests, transactions, and relationships with other entities.

The company has established criteria for identifying group companies based on related party transactions and materiality policies, concluding that no group companies were identified. The dividend policy is subject to board and shareholder recommendations, considering various financial, internal, and external factors. The company has not declared or paid any dividends during the Fiscal years 2026, 2025, and 2024, nor has it declared dividends since April 1, 2026, until the date of the Prospectus. Bidders are cautioned against relying on past dividends for future performance expectations.

The issuer is Deepa Jewellers Limited, a public limited company incorporated under the Companies Act, 2013. The company's registered office is located in Hyderabad, Telangana, India. The definitions section details various terms related to the offer process, including the parties involved, the nature of the shares, and the process for bid submission. Key personnel such as the Chairman and Managing Director, Chief Financial Officer, and Company Secretary are identified.

This section details various terms related to the subscription process for the offer, including definitions for different types of bidders, intermediaries, and relevant regulatory documents. It specifies which intermediaries are designated for different types of bids, outlines the process for handling bids via the UPI mechanism, and defines various components of the offer such as the price band and the various portions of the offer. It also lists the relevant agreements and circulars governing the offer.

This section primarily defines various terms and abbreviations used within the document, covering aspects related to trading days, accounting standards, various financial instruments, legal entities, and industry-specific terms. It includes definitions for terms like 'Working Day', different types of Alternative Investment Funds (AIFs), various financial regulations, and definitions for entities such as the RBI and SEBI. Furthermore, it lists various financial and technical metrics like KPIs, such as Revenue from operations, EBITDA margin, and various holding periods.

This section outlines various conventions regarding the use of geographical references and financial data within the Prospectus. It specifies that references to India and its territories pertain to the Republic of India and its possessions, and similarly for the USA and its territories. The financial information provided is restated in accordance with various sections of the Companies Act, SEBI ICDR Regulations, and ICAI Guidance Notes. Furthermore, it details differences between various accounting standards (Ind AS, US GAAP, IFRS) and cautions readers about the lack of reconciliation between these standards. The section also addresses rounding practices for figures and clarifies that certain percentage amounts are derived from restated financial information or non-GAAP measures.

This section details the authorized, issued, and paid-up share capital of the company, including the details of various share allotments and transactions. It also provides a breakdown of the promoter and promoter group shareholding in the company as of the prospectus date. The data includes information on the initial subscription, subsequent rights issues, and the final structure of the share capital.

This section details various transactions involving equity shares, including initial subscriptions, rights issues, transfer of shares, and bonus issues for different promoters. It outlines specific dates and the nature of the consideration for these transactions. Furthermore, it discusses requirements for promoter shareholding, such as a minimum contribution, and rules regarding the locking-in period for certain equity shares. It also specifies conditions related to the pledge or encumbrance of equity shares held by promoters.

The Offer involves a Fresh Issue of 1,41,24,293 Equity Shares and an Offer for Sale of 1,18,48,340 Equity Shares. The company proposes to use the net proceeds from this issue for funding long-term working capital requirements and general corporate purposes. The estimated net proceeds from the Fresh Issue are ₹227.15 Crore after deducting offer expenses. The utilization plan details the deployment of these funds over Fiscal Years 2027 and 2028.

The text details various aspects related to the company's operations, including projected sales network expansion, the management of inventory and receivables, and the requirements for working capital. It outlines that maintaining sufficient inventory is necessary to service time-sensitive orders and manage seasonal demand peaks. Furthermore, it discusses the upfront payment nature of procurement for raw materials and the projected working capital requirements for Fiscal 2027 and 2028, which are to be funded through various sources. The section also provides a breakdown of estimated offer expenses related to the listing process.

This section details various fees and commissions related to the offer process, including processing fees, brokerage, and uploading charges, depending on the type of investor and the mechanism used. It specifies different commission percentages for Retail Individual Investors and Non-Institutional Investors based on the amount allotted. Furthermore, it outlines specific charges for using various trading accounts and mechanisms, with certain charges subject to a maximum cap. The text also covers provisions regarding the payment timelines, the release of processing fees to sponsor banks, and monitoring of the utilization of gross proceeds.

The provided section primarily discusses the documentation and certification of Key Performance Indicators (KPIs) used to determine the Offer Price. It confirms that these KPIs have been approved by the Audit Committee and certified by the Chief Financial Officer. Furthermore, the company commits to continue disclosing these KPIs periodically for a specified duration after the listing or until the utilization of the offer proceeds. The text also details various aspects related to the Weighted Average Cost of Acquisition (WACA) concerning primary and secondary transactions.

The section details various transactions involving the transfer of equity shares, including the number of securities, face value, and the consideration received. It also outlines different types of transactions and the weighted average cost of acquisition (WACA) for various periods. Furthermore, the section includes justifications for the offer price, referencing company performance indicators and market demand assessments. Finally, it covers aspects related to special tax benefits available to the company.

The provided section details various tax provisions related to income tax deductions and special tax benefits available to the company and its shareholders. It discusses provisions concerning the removal of cascading tax effects on inter-corporate dividends, deductions for additional employee costs, and amortization of preliminary expenses related to public subscription issues. Furthermore, it outlines special indirect tax benefits under the India-UAE Comprehensive Economic Partnership Agreement and various tax treatments for capital gains and dividend income for shareholders.

This section details the independent auditors' examination report on the restated financial information of Deepa Jewellers Limited for the years ended March 31, 2026, 2025, and 2024. The report confirms that the financial information was prepared in accordance with various accounting standards and regulations. The auditors relied on audited financial statements from previous years and confirmed that no material adjustments were required for the restated information.

This section presents the Restated Profit and Loss statement for three fiscal years ending March 31, 2026, March 31, 2025, and March 31, 2024. The statement details revenue, expenses, profit before tax, tax, and resulting profit for the year. It also includes details on the calculation of Earnings Per Share (EPS) and various accounting policies related to the financial statements.

This section details the basis of measurement, classification, and accounting policies used in preparing the Restated Financial Information, including specific rules for financial assets, liabilities, and intangible assets. It outlines criteria for classifying assets and liabilities as current or non-current based on the operating cycle, specifies the functional currency, and describes various accounting treatments such as depreciation, impairment testing, and recognition of provisions and contingent liabilities.

This section details various accounting treatments for different financial instruments, liabilities, and employee benefits according to accounting standards. It outlines recognition and measurement principles for financial assets and liabilities, including classifications such as amortised cost, fair value through other comprehensive income (FVTOCI), and fair value through profit or loss (FVTPL). The text also covers impairment recognition for financial assets, derecognition criteria, and specific rules for leases, employee benefits, and derivative instruments.

This section details various accounting treatments and recognition principles under Indian Accounting Standards (Ind AS), covering revenue recognition, tax expenses, and cash flow statement preparation. It outlines specific rules for recognizing revenue from the sale of goods, rendering of services, variable consideration, other income, interest income, and tax components. Furthermore, it describes the treatment of current and deferred tax, the accounting for Goods and Services Tax (GST), and the calculation of Earnings Per Share (EPS). The text also discusses segment reporting, borrowing costs, significant accounting judgements, and the impact of recent Ministry of Corporate Affairs (MCA) notifications on various accounting standards.

The provided section details various aspects of the financial statements, including disclosures regarding risks, regrouping of previous year's figures, and schedules for different asset classes. It notes that management concluded climate-related matters do not materially impact the carrying amounts of assets and liabilities. The text also outlines the carrying values for Property, Plant and Equipment, Capital Work-in-Progress, Intangible Assets, and Right-of-Use assets across different reporting dates.

This section details various financial statement line items for Deepa Jewellers Limited across three reporting periods: March 31, 2026, March 31, 2025, and March 31, 2024. It includes data on financial assets, inventories, contract assets, trade receivables, cash and cash equivalents, equity share capital, and borrowings. The data shows fluctuations in assets, liabilities, and equity components over the period.

This section details various financial liabilities, provisions, revenue, income, cost of materials, purchase of stock, changes in inventories, employee benefits, finance costs, depreciation, and other expenses over three fiscal years ending March 31, 2024, 2025, and 2026. It also includes disclosures related to trade payables, contract liabilities, current tax liabilities, and details on the treatment of different accounting standards (GAAP vs. Ind AS).

This section details various financial statement line items, including tax expenses, earnings per share calculations, contingent liabilities, lease information, related party transactions, employee benefit obligations, and financial instrument details. It provides historical data for the years ending March 31, 2024, 2025, and 2026. The text also includes disclosures on the nature of related parties, transactions with them, balance payable, and the classification of financial assets and liabilities.

This section details the financial risk management policies of the company, covering credit, liquidity, and market risks. It outlines the company's approach to assessing and managing various financial risks, including credit risk related to trade receivables, liquidity risk concerning financial liabilities, and market risks such as interest rate and foreign currency fluctuations. The text also provides disclosures regarding capital structure, revenue recognition, and compliance with various regulatory and contractual requirements.

This section presents various financial ratios for Deepa Jewellers Limited across three fiscal years (ending March 31, 2024, 2025, and 2026). The data includes metrics such as current ratio, debt-equity ratio, debt service coverage ratio, return on equity, inventory turnover, trade receivable turnover, trade payable turnover, net profit ratio, return on capital employed, and various earnings per share metrics. The data shows trends in these ratios, with some changes being significant, particularly in the Debt Service Coverage Ratio and Trade Payables Turnover.

This section provides management's discussion and analysis of the financial condition and results of operations for Fiscal 2026, Fiscal 2025, and Fiscal 2024. It clarifies that the financial information is based on restated financial information included in the Prospectus. The company operates as an organized B2B designer, processor, and supplier of hallmarked gold jewellery across several Indian states. The business involves designing jewellery, outsourcing manufacturing through a network of karigars, and supplying finished ornaments to retail chains and standalone stores. The company also engages in job work services and the trading of silver ornaments and gold bullion.

The provided text discusses various risks related to competition, the reliance on third-party karigars for production, and the concentration of business operations in South India, which exposes the company to various economic, political, and natural disaster risks. It further details the dependency on these karigars and the potential for disruptions, such as quality issues, confidentiality breaches, or delays in production. The text also outlines material accounting policies, including the recognition and measurement of Property, Plant and Equipment, and the treatment of borrowings.

This section details various accounting treatments related to asset recognition, depreciation, impairment, and financial instruments as per accounting standards. It outlines policies for capitalizing subsequent expenditure, methods for depreciation on various assets, rules for derecognition, and how different types of assets, including intangible assets and inventories, are measured. Furthermore, it specifies how cash, foreign currency transactions, provisions, and financial instruments are accounted for, including fair value measurements and subsequent measurement categories for financial assets.

This section details various accounting treatments under Indian Accounting Standards (Ind AS) concerning financial instruments, leases, employee benefits, and revenue recognition. It outlines specific rules for recognizing and measuring financial liabilities, equity instruments, and derivatives, including different measurement bases like amortised cost and fair value through profit or loss. The text also covers the recognition and measurement of leases, employee benefits (short-term, defined contribution, and defined benefit plans), and the principles governing revenue recognition for goods, services, and variable consideration. Finally, it discusses the accounting for tax expenses and the offsetting of financial instruments.

This section details various accounting treatments and disclosures related to the financial statements, including deferred tax, GST, EPS calculation methods, segment reporting, borrowing costs, accounting judgements, and cash flow statement preparation. It outlines the recognition of various items such as revenue, expenses, and inventory changes, and provides context on how different financial components are reported.

This section details the restated Profit and Loss components for Fiscal 2026, Fiscal 2025, and Fiscal 2024, showing the breakdown of income and expenses. Key observations include significant growth in revenue from contracts with customers and other income in Fiscal 2026 compared to previous years, alongside substantial increases in various expense components such as cost of materials consumed and finance costs. The data highlights the impact of market fluctuations, import activities, and operational scaling on the company's financial performance.

The financial performance showed significant changes between Fiscal 2024 and Fiscal 2025, with employee benefit expenses decreasing and finance costs increasing. Other expenses saw substantial growth, driven by increases in advertisement, professional fees, freight, security charges, and taxes. Profit before tax showed a strong increase, and the tax expense followed a similar upward trend. Liquidity and capital resources section details funding sources and cash flow movements across the fiscal years.

Investors should be aware of several material risks associated with the company's operations and market position. A significant risk is the high concentration of revenue dependency on a few key customers, meaning any change in their business can severely impact the company's financial condition. The company's products, specifically vaddanam and CNC machine cut bangles, face risks from changing consumer preferences and demand forecasting issues. Furthermore, the business is heavily reliant on the Southern Indian market, exposing it to various economic, geopolitical, and natural risks. Inventory management is also a concern, as inaccurate forecasting could lead to surplus or understocking, and the volatility of gold prices and foreign exchange rates poses threats to profitability.

The company faces risks related to its supply chain, as the names of top suppliers are kept confidential, and there is a risk that suppliers might discontinue raw material supplies, which could disrupt operations. The sourcing of gold involves various entities, including bullion banks and exchanges, exposing the company to regulatory risks concerning gold loans and price fluctuations from import channels. Furthermore, the company is subject to potential adverse regulatory developments by the RBI regarding gold loans, and the import of gold through IIBX exposes them to gold price volatility. Quality control is a significant concern, as failures to meet standards can lead to order cancellations, reputational damage, and potential litigation. The reliance on third-party karigars for manufacturing introduces risks related to their service discontinuation, quality adherence, and potential competitive incentives. Finally, the business demand is linked to the success of customers' retail channels, making the company vulnerable to macroeconomic conditions, competition, and seasonal fluctuations in demand.

The company faces risks related to customer payments and performance, which could negatively impact cash flows. The brand's reputation is vital, and any damage to it could affect financial results. The company has intellectual property registrations for logos and taglines. Marketing efforts are subject to uncertainty regarding their success in driving sales, and negative publicity could harm the brand. Furthermore, the practice of accepting unsold jewelry returns exposes the company to inventory and operational risks. The jewellery industry is susceptible to rapid fashion changes, and the company's ability to keep up with trends is uncertain. Finally, risks associated with gold price volatility are managed through various hedging strategies.

The company acknowledges that internal hedging strategies carry risks, including potential financial losses from inadequate mechanisms, execution errors, or adverse market movements. These activities are also exposed to counterparty and systemic risks related to the exchanges or platforms used for transactions. Furthermore, regulatory changes could limit the ability to manage price risks effectively, and the hedging arrangements do not cover 100% of the inventory. The company also faces significant competition in the Indian jewellery market, where market share is vulnerable to changing trends, pricing, and customer preferences from both organized and unorganized players. The pricing of gold jewellery is particularly competitive, limiting the company's control over pricing.

The company faces several risks related to competition, working capital, and operational losses. Risks include the inability to compete effectively against the unorganized sector, the need for significant working capital to fund operations and expansion, and the potential for difficulties in securing additional financing. Furthermore, there is a risk associated with gold loss during the manufacturing process, which impacts costs and profitability. The business is also exposed to broader industry risks such as raw material procurement, pricing volatility, intense competition, and changes in the regulatory environment.

The company faces risks related to the gems and jewellery industry, including the potential ineffectiveness of hedging measures against gold price fluctuations. There are concerns regarding the timely payment of statutory dues, which could lead to penalties and adverse effects on the company's financial condition. Furthermore, there is a lack of assurance regarding future compliance with statutory payments and potential regulatory actions. Risks also exist concerning the leakage or misuse of proprietary designs by outsourced manufacturing karigars, which could impact competitiveness. The success of the business is heavily dependent on key personnel, and there is a risk of attrition or inability to attract and retain skilled employees. Finally, the company is susceptible to litigation concerning the infringement of its jewellery designs, as they do not formally register them under the Designs Act.

The company has various loan facilities, including working capital and gold loans, which are subject to potential modification or revocation by lenders, potentially impacting operations. There are concerns regarding the concentration of ownership by the Promoters and Promoter Group, which could influence business decisions and stock trading. Furthermore, there are risks associated with insurance coverage, including potential underinsurance, limitations on coverage, and the possibility of losses not being fully compensated by insurance claims. The company also faces risks related to inventory management, third-party liabilities, and the potential for disputes arising from transactions with related parties.

The provided text details various relationships between the company and its promoters, including financial transactions and director remuneration. It also outlines aspects related to leases, noting that the company does not own the premises and that there is no assurance regarding the renewal of lease agreements. Furthermore, the text mentions that the dissolution of certain promoter group entities occurred prior to the filing, and there are concerns about potential residual tax liabilities from these prior entities.

The section details several risks related to the dissolution of previous business entities and potential liabilities arising from past non-compliance with various laws. It also highlights significant risks associated with the company's reliance on information technology systems, including potential failures, security breaches, and disruptions to business tracking. Furthermore, the text discusses risks related to the dependency on third-party vendors and the potential for fraudulent activities concerning payment methods. The company's ability to pay dividends is contingent upon various financial parameters, and there are concerns about the sustainability of historical performance given the industry's nature.

The company faces various risks stemming from the evolving regulatory and policy environment in India. These risks include potential disruptions from natural disasters, economic slowdowns, and changes in laws and regulations. Specific concerns involve compliance with various laws, the uncertainty surrounding new laws, and the impact of tax reforms. Furthermore, there are risks related to competition laws, changes in the tax regime, and potential adverse actions from regulatory bodies.

The risk factors discussed primarily revolve around infrastructure dependency, legal enforceability of judgments, macroeconomic volatility, and issues related to the listing and trading of equity shares. Risks include potential disruptions from inadequate Indian infrastructure, difficulties in enforcing foreign judgments in Indian courts, sensitivity to changes in government tax or fiscal policy, and the impact of inflation on cost management. Furthermore, there is uncertainty regarding the timely listing and continued trading of equity shares on stock exchanges, as well as potential surveillance measures imposed by stock exchanges.

The prospectus outlines several risks related to market fluctuations, regulatory scrutiny, and investor rights. Risks include the potential for price volatility due to market conditions, the possibility of restrictions on trading due to surveillance measures by SEBI, and various tax implications for capital gains. Furthermore, there are concerns regarding the timing and ability to list equity shares, the potential for dilution from future equity issuances, and restrictions imposed by foreign investment laws. Finally, the prospectus details risks associated with foreign exchange controls, the enforcement of foreign judgments, and the requirements for acquiring control of the company.

The company faces several risks related to its operations and financing due to Indian regulations. These include restrictions on borrowing in foreign currencies, which might limit financing options and impact business growth. Furthermore, there are concerns regarding the limitations of shareholder rights under Indian law compared to other jurisdictions. The company must also navigate potential issues related to foreign tax compliance, such as the FATCA, which could affect payments on equity shares. Finally, the insolvency laws in India may differ significantly from those in other jurisdictions.

The provided text details historical financial performance, cash flow, and disclosures regarding related party transactions. The financial statements show fluctuations in revenue, income, expenses, and profit over three years. Cash flow analysis reveals movements in operating, investing, and financing activities, including cash generation and usage. Furthermore, the document summarizes related party transactions involving various promoters, directors, and entities, including payments for services and director remuneration.

This section details the relationship between the company and its promoters, including various family members and entities. It lists the financial amounts and percentages of revenue contributed by these related parties across different financial years. Furthermore, it clarifies that there are no outstanding balances with related parties, promoters, or customers who are economically dependent on the company. The text also provides extensive information regarding the roles and responsibilities of Book Running Lead Managers (BRLMs) in the offering process.

This section details various coordination and post-offer activities related to the issuance process, including finalizing marketing strategies, coordinating with stock exchanges for book-building software, managing escrow accounts, and liaising with various agencies for post-offer follow-up. It also outlines the procedures for the book-building process, including the determination of the price band in consultation with Syndicate Members, and the mandatory participation of bidders through the ASBA process.

The text details various restrictions and procedures related to the book-building and bidding processes under SEBI ICDR Regulations. It outlines rules regarding the withdrawal or lowering of bids by different investor categories, such as QIBs and Anchor Investors. Furthermore, it mentions requirements for individual investors to use the UPI Mechanism for certain initial public offerings and the conditions under which the offer is subject to filing and obtaining listing approvals. The section also covers the formation of an Underwriting Agreement with various underwriters for the equity shares.

The section outlines the status of various legal and regulatory matters, stating that as of the prospectus date, there are no outstanding criminal proceedings, regulatory actions, or material civil litigations against the Company, its Directors, Promoters, or Key Managerial Personnel. It details specific materiality thresholds for disclosing pending civil cases, including monetary amounts relative to company turnover, net worth, and profit/loss averages. Furthermore, it specifies criteria for considering creditors as material based on trade payables and details regarding outstanding dues to creditors. Finally, it lists various material approvals and licenses obtained by the company and notes that applications for renewal or name changes are in process.

The section details various registrations and approvals obtained by the Company for its business operations, including professional tax registrations from both Telangana and Andhra Pradesh. It also lists various trade licenses, verification certificates for weights and measures, and lifetime membership in a trade association. Furthermore, the section covers approvals that were applied for but not received, and confirms that no material approvals have expired or that applications for renewal have been made. The text also includes disclosures regarding the approval process for the Offer, including resolutions passed by the Board and Shareholders, and confirmations from Promoter Selling Shareholders regarding their participation in the Offer for Sale. Finally, it outlines compliance with various regulations concerning the access to capital markets and the status of the Company and its promoters.

This section primarily addresses compliance and procedural aspects related to the issuance of the Draft Red Herring Prospectus, including confirmations regarding the status of Promoters and Directors concerning the Fugitive Economic Offender Act, the dematerialization process for Equity Shares, and requirements for financing arrangements under SEBI ICDR Regulations. It also includes extensive disclaimers regarding the responsibility of various parties for the accuracy of the disclosures and clarifies that the filing of the prospectus does not absolve the company of liabilities. Furthermore, it details various expert consents obtained and confirms that no capital issuances or rights issues have occurred in the preceding years.

The provided section details the price information for past issues handled by Book Running Lead Managers, including data for financial years 2026-2027, 2025-2026, and 2024-2025 for Emkay Global Financial Services Limited, and information for Valmiki Leela Capital Private Limited. It also outlines various procedures related to investor grievances, including timelines for redressal, compensation mechanisms for various bid blocking scenarios, and the company's compliance framework.

This section details the terms and conditions for an equity share offer, including the legal framework governing the offer, the nature of the issue (Fresh Issue and Offer for Sale), and various procedural aspects. It specifies the rules regarding the ranking of equity shares, dividend payment terms, pricing structure (Floor Price, Cap Price, Offer Price), and the process for allotment, including the use of dematerialized forms and various timelines for bid submission and processing. Furthermore, it outlines the requirements for minimum subscription levels and the procedures for handling delays or discrepancies in the allotment process.

This section details various aspects of the offer structure, including provisions regarding the transfer of equity shares, the option for investors to receive shares in dematerialized form, and procedures for the withdrawal of the offer. It outlines the financial details of the offer, including the total number of shares, face value, and the aggregate amount involved. Furthermore, it specifies different categories of bidders (QIBs, Non-Institutional, Retail Individual Bidders) and the rules for allocation, including provisions for various bid sizes and the proportionate allocation of shares. The text also discusses the process for blocking funds and compensation mechanisms in case of delays or issues with the allotment process.

This section details various procedural requirements and rules governing the Book Building Process for the equity share offer, including rules regarding liability, bid submission formats, and compliance with various regulations. It outlines specific allocations for different investor categories, such as QIBs, Mutual Funds, Non-Institutional Bidders, and Retail Individual Bidders. Furthermore, it discusses the implementation of the UPI payment mechanism, requirements for investor grievance redressal, and procedures for handling various types of bids and account blocking.

This section details various restrictions and requirements concerning the participation of different investor categories in the offer, including restrictions for Hindu Undivided Families (HUF) and Foreign Portfolio Investors (FPIs). It outlines specific rules regarding investment limits, documentation requirements, and how multiple bids from certain investors are treated. Furthermore, the text specifies rules for participation by Alternative Investment Funds (AIFs), Venture Capital Funds (VCFs), Foreign Venture Capital Investors (FVCIs), Limited Liability Partnerships (LLPs), banking companies, insurance companies, and various pension/provident funds. It also covers specific procedures for Anchor Investors and the general responsibilities of bidders regarding investment limits and the accuracy of their bids.

This section primarily details the procedural requirements and instructions for various bidders when submitting bids under the Red Herring Prospectus, including rules for different bidder categories like QIBs, Non-Institutional Bidders, and Retail Individual Bidders. It outlines strict guidelines regarding the submission of bid forms, the use of various payment mechanisms such as ASBA and UPI, and the necessary documentation to ensure compliance with SEBI regulations. The text specifies prohibitions against certain actions such as lowering bid amounts, using cash payments, or submitting forms on non-compliant paper. Furthermore, it lists technical grounds for the rejection of bid submissions.

This section details various procedural aspects related to the offer process, including different types of bids, rules regarding bid amounts, and procedures for resolving issues like delays in fund unblocking. It outlines rules for allotment based on different investor categories and specifies requirements for allotment advertisements and depository arrangements. Furthermore, it covers restrictions on foreign ownership of Indian securities under FDI policy and FEMA regulations, including provisions related to the transfer of ownership and investment in Indian entities.

This section primarily details the regulatory framework governing the company's articles of association, including provisions related to various laws and regulations. It outlines the applicability of certain regulations, the power of the Board to manage share capital, and the procedures for issuing and transferring share certificates. Furthermore, it discusses the provisions concerning the dematerialization of securities and the rights of persons to hold shares, including options for receiving certificates or holding securities with a depository.

This section details various provisions related to the company's articles of association, including the variation of member rights, the power to issue or re-issue preference shares, and procedures for increasing subscribed capital through various offers. It also covers restrictions on financial assistance for share purchases and the company's lien on shares, including rules for the transfer of shares and the board's power to decline registration of such transfers.

This section details various provisions related to the transfer, transmission, and forfeiture of shares and debentures, as well as the Board's powers concerning borrowing and alterations to the company's capital. It outlines rules for handling the death or insolvency of members, the process for transferring shares, and the procedures for dealing with unpaid calls or installments, including the forfeiture of shares. Furthermore, it covers the company's ability to borrow money and its power to alter the share capital, including increasing, consolidating, converting, or sub-dividing shares, and provisions related to capitalizing profits.

This section primarily outlines various procedural and substantive powers granted to the Board of Directors and the Company concerning corporate actions, including share capitalization, buy-backs, general meetings, and director appointments. It details the Board's authority to handle resolutions, issue securities, and manage various aspects of corporate governance such as calling meetings, handling minutes, voting rights, and the appointment and remuneration of directors.

This section primarily outlines various procedural and governance aspects related to the Board and Committees of the Company, including rules for meetings, quorum requirements, notice periods, and voting procedures. It details how resolutions are passed and the validity of acts done by the Board or Committees, even in cases of director appointments or disqualifications. Furthermore, the text covers provisions regarding the appointment and removal of key managerial personnel, the maintenance of statutory registers, the declaration and payment of dividends, and procedures for handling unpaid or unclaimed dividends.

This section primarily details provisions related to the lock-in of equity shares in connection with the Initial Public Offering (IPO) under SEBI ICDR Regulations, including provisions for handling pledged shares. It also lists various material contracts and documents that were attached to the Draft Red Herring Prospectus and made available for inspection. These include offer agreements, various agreements with different parties, resolutions from the Board of Directors, and various certificates and reports from Statutory Auditors and CRISIL.

The provided section primarily consists of declarations from various Directors certifying compliance with various laws and regulations, including the Companies Act, 2013, SEBI regulations, SCRA, and SCRR. These declarations confirm that the statements, disclosures, and undertakings made in the Draft Red Herring Prospectus are true and correct.

The provided section primarily contains declarations and certifications from the Chief Financial Officer and two Promoter Selling Shareholders, confirming compliance with various laws and the accuracy of statements made in the Draft Red Herring Prospectus. These declarations cover compliance with the Companies Act, 2013, SEBI regulations, and other relevant rules. The declarations also include disclaimers regarding the responsibility for statements made by the respective parties or other promoters.

This section details various aspects of the promoters' shareholding, acquisition history, and certain restrictions related to the company's securities. It lists the weighted average price at which securities were acquired by the promoters in the last year, and provides details on the average cost of acquisition over the last one, eighteen, and three years. Furthermore, it outlines the shareholding percentages of the promoters and the promoter group, and includes several clauses regarding the lack of financing arrangements, restrictions on altering the capital structure, and reporting requirements for transactions.

The provided text details various aspects of the Indian gems and jewellery retail industry, including market trends, segment dominance, and demand drivers. The industry is highly sensitive to gold prices and is influenced by cultural factors, such as weddings and festivals. The market is transitioning towards greater formalization, with organized retail chains gaining share, while online retailing is also growing. Key segments include gold jewellery, studded jewellery, and other jewellery types, with gold jewellery traditionally dominating the market. Demand is linked to disposable income, urbanization, and the expansion of organized retail formats.

The industry showed a successful transition from a post-pandemic downturn into a phase of sustained and broad-based growth, with aggregate sales nearly tripling between FY20 and FY25. This growth is supported by rising disposable incomes, favorable demographics, strong wedding-related purchases, and continued market share gains by branded players. The industry is entering a more mature growth phase characterized by revenue expansion and increased consumer trust in organized jewellery retailers.

The analysis of the gems and jewellery industry in South India indicates significant market growth, with projections showing a CAGR of 3-5% between FY26 and FY30. Jewellery retail chains are gaining market share, with their segment growing rapidly due to consumer preference for certified products and organized retail formats. Key advantages of these retail chains include wider presence, better inventory management, sourcing of raw materials in large volumes, and investment in brand building. Regulatory changes, such as GST implementation and mandatory hallmarking, have also supported the growth of retail chains by reducing tax advantages for standalone stores.

The provided text details various aspects of the Indian gems and jewellery market, including different categories of jewellery based on usage (bridal, daily, fashion), market share distribution, and demand trends for specific items like Vaddanam. It highlights that bridal jewellery is heavier, while daily and fashion wear jewellery is lighter and focuses on minimalist designs. The text also discusses the growth drivers for Vaddanam, such as weddings and festivals, and the shift towards lighter, versatile designs. Furthermore, it covers market share statistics for different jewellery types and the impact of online marketplaces on the industry.

The provided text discusses various factors influencing gold prices in India, including currency fluctuations, geopolitical events, government policies, RBI policies, and domestic demand. It details how these factors interact to affect gold prices, noting that gold is heavily reliant on imports. The text also covers the growth of the B2B wholesale segment in the gems and jewellery industry, driven by formalization and digital transformation. Furthermore, it outlines demand drivers for the retail jewellery industry, such as seasonal events and the growth in disposable income and the perception of gold as a secure investment.

The text discusses various aspects of the Indian gems and jewellery industry, including consumer preferences, market challenges, and regulatory factors. Key points covered include the rise in preference for branded jewellery, the penetration of the online retail sector, and risks associated with gold price volatility and evolving government policies. The industry faces intense competition, high working capital requirements, and challenges related to sourcing raw materials and managing inventory.

This section details the company's product segments, revenue share breakdown across different product categories, and various financial metrics for several related entities. It lists revenue shares for different jewellery types, including those of competitors like Deepa Jewellers Ltd. and Khazanchi Jewellers Ltd., and provides financial data such as revenue from operations, operating EBITDA, profit after tax, and various profitability ratios for different companies. Furthermore, it outlines the company's business model, which involves designing, processing, and supplying hallmarked gold jewellery, along with job work services and trading activities.

The company details various financial performance metrics across fiscal years, including revenue from operations, EBITDA, profit after tax, and various return ratios. The company emphasizes its position within the organized wholesale gold jewellery market, highlighting its network of suppliers, designers, and a dedicated team. The company has established a strong presence across South India, which constitutes a significant portion of its revenue. Furthermore, the company maintains relationships with numerous jewellery retail chains and standalone stores.

The company emphasizes building trust with customers through a customer-oriented approach and services. The product portfolio includes a diverse range of gold jewellery, such as vaddanam and CNC machine cut bangles, and the company is recognized as a key processor and supplier in this sector. The company has established relationships with karigars and has plans to set up an in-house manufacturing facility to enhance operational control and reduce dependence on external labour. Furthermore, the company is expanding its geographical presence through new sales offices in South India and plans to diversify its product portfolio with new categories.

The company discusses its marketing efforts, noting that advertisement and sales promotion expenses for Fiscal 2026, 2025, and 2024 were ₹61.40 Lakh, ₹78.60 Lakh, and ₹49.10 Lakh, respectively. The company intends to continue investing in marketing and brand-building to support future revenue growth and establish relationships with customers. Operationally, the company plans to adopt technology, including a third-party digital application for design access and inventory management systems to optimize stock levels. Furthermore, efforts are planned to minimize gold wastage through specialized filtration and extraction mechanisms.

This section details various types of jewellery products, including earrings, forehead ornaments, hair accessories, rings, and bracelets. It describes the traditional and cultural significance of these items, noting that they are used for everyday wear and special occasions. Furthermore, the text outlines the company's operational setup, including the location of its current and proposed facilities, plans for facility expansion, and the processes involved in sales, which include inventory selection, hallmarking, quality checks, and dispatch.

The company outlines a comprehensive process covering order receipt, raw material procurement, quality control, product development, pricing, and marketing. The process involves receiving orders, verifying materials through hallmarking, conducting quality checks, and ensuring product integrity before dispatch. The company collaborates with independent artisans for manufacturing and focuses on continuous customer engagement to align designs with market trends. Furthermore, the company details its logistics, security measures, and marketing strategies across various digital and exhibition platforms.

The company undertakes initiatives to enhance customer satisfaction through after-sales services like jewellery cleaning and repairs, and by offering facilities to take back unsold jewellery to support ongoing business relationships. The market for the jewellery industry is expected to see continued growth driven by rising demand and technological shifts towards machine-made jewellery. Operations are subject to various risks, including product defects, fire, riots, and natural disasters, which are mitigated through various insurance coverage. The company employs structured gold hedging policies to manage price volatility related to gold procurement for inventory requirements.

The provided text outlines a comprehensive list of various Indian laws and regulations applicable to the company's operations, covering aspects such as trade standards, anti-money laundering guidelines, consumer protection, labor laws, tax laws, intellectual property laws, foreign investment regulations, and securities market regulations. It details numerous statutes that govern different facets of business conduct, including those related to weights and measures, employment conditions, and financial market activities.

The provided text discusses two sets of regulations: the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations), and the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (SEBI FUTP Regulations). The SEBI SAST Regulations mandate open offers for acquirers crossing certain thresholds to provide exit options for public shareholders, ensuring transparency in takeover activities. Furthermore, the SEBI FUTP Regulations aim to prevent manipulative practices like price rigging and pump and dump schemes, empowering SEBI to investigate and penalize such unfair conduct.

The section details various financial metrics and risk disclosures for the company. It confirms the absence of contingent liabilities and off-balance sheet arrangements that could materially affect the company's financial condition, revenues, or liquidity. The text summarizes contractual obligations and provides information on the maturity profile of financial liabilities, including borrowings, trade payables, and lease liabilities across different fiscal years. Furthermore, it outlines various credit risks, including credit risk related to customers, lease deposits, and cash/cash equivalents, along with considerations for market risks such as interest rate risk, currency risk, and liquidity risk.

This section details various clauses within the company's loan agreements concerning default and covenants. It outlines penalties for interest on defaults, lists various events of default, and specifies the consequences such as immediate payment demands, cancellation of facilities, and enforcement of security. Furthermore, it describes the principal terms of unsecured loans, including their tenor, interest rate, and the lack of a fixed repayment term.