PROSPECTUS
Dated February 9, 2022

Please read section 32 of the Companies Act, 2013
Book Built Offer

VEDANT FASHIONS LIMITED
Our Company was originally incorporated as “Vedant Fashions Private Limited” at Kolkata, West Bengal as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated
May 24, 2002, issued by the Registrar of Companies, West Bengal at Kolkata (“RoC”). Pursuant to a takeover agreement dated June 1, 2002, the business of a proprietorship firm by the name of “M/s Vedant Creation”,
which was being carried out by one of our individual Promoters namely Ravi Modi, was transferred to our Company as a going concern. Subsequently, our Company was converted into a public limited company under
the Companies Act, 2013, pursuant to the approval accorded by our Shareholders at their extra-ordinary general meeting held on July 16, 2021. Consequently, the name of our Company was changed to “Vedant Fashions
Limited” and a fresh certificate of incorporation consequent upon conversion from a private limited company to a public limited company was issued to our Company by the RoC on August 25, 2021. For further details
relating to the changes in the name of our Company and the registered office of our Company, see “History and Certain Corporate Matters” on page 159.
Corporate Identity Number: U51311WB2002PLC094677

Registered and Corporate Office: Paridhan Garment Park, 19, Canal South Road, SDE-1, 4 Floor, A501-502, Kolkata 700 015, West Bengal, India; Telephone: +91 33 6125 5495;
Contact Person: Navin Pareek, Company Secretary and Compliance Officer; Telephone: +91 33 6125 5495; E-mail: complianceofficer@manyavar.com; Website: www.vedantfashions.com

INITIAL PUBLIC OFFERING OF 36,364,838 EQUITY SHARES OF FACE VALUE OF #1 EACH (“EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF 2866 PER EQUITY SHARE
(OFFER PRICE”) AGGREGATING TO 231,491.95* MILLION (“OFFER”). THE OFFER COMPRISES OF AN OFFER FOR SALE OF 36,364,838 EQUITY SHARES (“OFFERED SHARES”)
AGGREGATING TO & 31,491.95" MILLION, COMPRISING OF 17,459,392 EQUITY SHARES AGGREGATING TO @15,119.84* MILLION BY RHINE HOLDINGS LIMITED, 723,014 EQUITY |
SHARES AGGREGATING TO 2626.13* MILLION BY KEDAARA CAPITAL ALTERNATIVE INVESTMENT FUND-KEDAARA CAPITAL AIF 1 AND 18,182,432 EQUITY SHARES AGGREGATING
TO %15,745.99* MILLION BY RAVI MODI FAMILY TRUST (ACTING THROUGH ITS TRUSTEE, MODI FIDUCIARY SERVICES PRIVATE LIMITED) (TOGETHER THE “SELLING |
SHAREHOLDERS” AND SUCH OFFER, THE “OFFER FOR SALE"). THE OFFER SHALL CONSTITUTE 14.98% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

 

SUBJECT TO FINALISATION OF THE BASIS OF ALLOTMENT.

This Offer was made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCR”) read with Regulation 31 of the SEBI ICDR Regulations
and in compliance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers (“QUBs”) (the
“QIB Portion”). Our Company and the Selling Shareholders in consultation with the BRLMs allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”). One-
third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price in accordance with the
SEBI ICDR Regulations. Further 5% of the QIB Portion (excluding the Anchor Investor Portion) was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall
be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer was available for
allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Offer was available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to
valid Bids being received from them at or above the Offer Price. All Bidders, other than Anchor Investors, were required to participate in the Offer by mandatorily utilising the Application Supported by Blocked Amount
(CASBA”) process by providing details of their respective ASBA. Account (as defined hereinafter), and UPI ID in case of Rlls using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts was
blocked by the Self Certified Syndicate Banks (“SCSBs”) or under the UP! Mechanism, as the case may be, to the extent of respective Bid Amounts, Anchor Investors were not permitted to participate in the Offer

jot the ASBA. ome For details, ssl Procedure” on we 335,

This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is 1. The Offer Price, Floor Price or the
Price Band should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity Shares nor
regarding the price at which the Equity Shares will be traded after listing

 

 

 

 

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are advised
to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks
involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this
Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 27.

 

‘Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of
the Offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and
that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the
Selling Shareholders severally, and not jointly, accepts responsibility for and confirms that the statements specifically made or confirmed by such Selling Shareholder in this Prospectus solely to the extent of information
specifically pertaining to itself and its portion of the Equity Shares offered by it in the Offer for Sale, and assumes responsibility that such statements are true and correct in all material respects and are not misleading
in any material respect. The Selling Shareholders, severally and not jointly, assume no responsibility for any other statements, including, inter alia, any of the statements made by or relating to our Company or any
other Selling Shareholder.

 

The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle” approvals from BSE. and NSE. for the listing of the Equity
Shares pursuant to letters dated September 20, 2021 and September 27, 2021, respectively. For the purposes of the Offer, the Designated Stock Exchange is NSE. A copy of the Red Herring Prospectus was delivered
and this Prospectus shall be filed withthe RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For deals ofthe material contracts and documents which were available for inspection from the
date of the Red Herring Prospectus until the Bid/Offer Closing Date, s ferial Contracts and Documents for Inspection” on page 407.

Avscos GRATES) mee iPlscones totam, MINTECH

 

 

 

 

 

‘Axis Capital Limited Edelweiss Financial Services ICICI Securities Limited IIFL Securities Limited ‘Kotak Mahindra Capital  Kfin Technologies Private Limited
1" Floor, Axis House Limited ICICI Venture House, 10* Floor, IIFL Centre Company Limited Selenium Tower B
C-2 Wadia International Center | 6th Floor, Edelweiss House _|Appasaheb Marathe Marg, Kamala City, Senapati Bapat Marg 1" Floor, 27 BKC, Plot No. C-27 [Plot 31 & 32, Gachibowli
Pandurang Budhkar Marg, Worli |Off CST Road, Kalina Prabhadevi, Lower Parel (West) G Block, Bandra Kurla Complex | Financial District, Nanakramguda
‘Mumbai — 400 025 ‘Mumbai 400 098 Mumbai - 400025, Maharashtra,| Mumbai 400 013 Bandra (East), Mumbai 400 051 _|Serilingampally, Hyderabad 500 032
‘Maharashtra, India Maharashtra, India India Maharashtra, India Maharashtra, India Telangana, India
Telephone: +91 22 4325 2183 | Telephone: +91 22 4009 4400 Telephone: +91 22 6807 7100 Telephone: + 91 22 4646 4600 Telephone: +91 22 4336 0000 Telephone: +91 40 6716 2222
E-mail E-mail: E-mail: E-mail E-mail: vilipo@kotak.com Email: manyavar.ipo@kfintech.com
vedantfashions.ipo@axiscap.in | manyavar.ipo@edelweissfin.com vedant.ipo@icicisecurities.com | manyavar.ipo@iiflcap.com Investor grievance e-mail: Website: www.kfintech.com.com
Website: www.axiscapital.co.in [Investor grievance e-mail: Investor grievance e-mail Website: www.iifleap.com kmecredressal@kotak.com Investor grievance E-mail:
Investor grievance e-mail: customerservice.mb@edelweissf \customercare@icicisecurities.co |Investor grievance E-mail: Website: einward.ris@kfintech.com
complaints@axiscap.in in.com m ig.ib@iiflcap.com www.investmentbank.kotak.com |Contact Person: M. Murali Krishna
Contact Person: Sagar Jatakiya | Website: www.edelweissfin.com |Contact Person: Monank Mehta |Contact Person: Shirish Chikalge |Contact Person: Ganesh Rane ‘SEBI Registration No: INR000000221
SEBI registration no. Contact Person: Dhruv Bhavsar /) Website: SEBI Registration No.: SEBI Registration No:
INM000012029, ‘Nikhil Joshi www. icicisecurities.com 1INM000010940 1INM000008704

SEBI registration _no.:, SEBI Registration No.

INM0000010650 INM000011179

BID/OFFER OPENED ON FRIDAY, FEBRUARY 4, 2022" BID/OFFER CLOSED ON ‘TUESDAY, FEBRUARY 8, 2022

 

The Anchor Investor Bidding Date was one Working Day prior to the Bid/Offer Opening Date, which was on Thursday, February 3, 2022.
TABLE OF CONTENTS

SECTION I - GENERAL ..... woe

DEFINITIONS AND ABBREVIATIONS. ave
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ...
FORWARD-LOOKING STATEMENTS..
SUMMARY OF THIS OFFER DOCUMEN'

SECTION II - RISK FACTORS...

 

 

 

 

 

SECTION III - INTRODUCTION...

 

THE OFFER...
SUMMARY FINANCIAL INFORMATION
GENERAL INFORMATION
CAPITAL STRUCTURE...

 

 
 
 

SECTION IV —- PARTICULARS OF THE OFFER.....

 

OBJECTS OF THE OFFER...
BASIS FOR THE OFFER PRICE
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA......

SECTION V - ABOUT OUR COMPANY.......

INDUSTRY OVERVIEW
OUR BUSINES:
KEY REGULATIONS AND POLICIES IN INDIA.
HISTORY AND CERTAIN CORPORATE MATTER:
OUR MANAGEMENT.
OUR PROMOTERS AND PROMOTER GROUP.
GROUP COMPANIES.
DIVIDEND POLICY

SECTION VI —- FINANCIAL INFORMATION

RESTATED CONSOLIDATED FINANCIAL STATEMENTS.
OTHER FINANCIAL INFORMATION
CAPITALISATION STATEMENT...
RELATED PARTY TRANSACTIONS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS ....
FINANCIAL INDEBTEDNESS.

SECTION VII - LEGAL AND OTHER INFORMATION ..

OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS
GOVERNMENT AND OTHER APPROVALG....
OTHER REGULATORY AND STATUTORY DISCLOSURES .

SECTION VIII - OFFER RELATED INFORMATION......

 
 

 

 

 
 
  
 
  
 
 
 
 
 
 
 
 

 

 

 

 

 
 
 

 

TERMS OF THE OFFER....
OFFER STRUCTURE.
OFFER PROCEDURE.
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..

SECTION IX - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION...
SECTION X - OTHER INFORMATION ...

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
DECLARATIO!

 
 
 

 

 

 

 

 
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, or unless otherwise specified, shall have the meaning as provided below, and references to any
legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules,
guidelines or policy as amended from time to time and any reference to a statutory provision shall include any
subordinate legislation made from time to time under that provision.

Unless the context otherwise indicates, all references to “the Company”, and “our Company”, are references to
Vedant Fashions Limited, a public limited company incorporated in India under the Companies Act 1956.
Furthermore, unless the context otherwise indicates, all references to the terms “we”, “us” and “our” are to our
Company and our Subsidiary (as defined below) on a consolidated basis. The words and expressions used in this
Prospectus but not defined herein, shall have, to the extent applicable, the meanings ascribed to such terms under
the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations
made thereunder.

Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Possible
Special Tax Benefits”, “Industry Overview”, “Basis for the Offer Price”, “Key Regulations and Policies in
India”, “Restated Consolidated Financial Statements” and “Outstanding Litigation and Other Material
Developments”, on pages 355, 100, 105, 97, 156, 190 and 297 will have the meaning ascribed to such terms in

those respective sections.

General terms

Term

our Company / the Company / the
Issuer / we / us / our

Description
Vedant Fashions Limited, a public limited company incorporated under the
Companies Act, 1956 and having its Registered and Corporate Office at Paridhan
Garment Park, 19, Canal South Road, SDF-1, 4" Floor, AS01-502, Kolkata 700 015,
West Bengal, India and its Subsidiary, on a consolidated basis, unless otherwise
specified or unless the context requires otherwise

Company and Selling Shareholder related terms

Term
AoA/Articles of Association or
Articles
Audit Committee
Auditors/ Statutory Auditors

Board/ Board of Directors
Chairman and Managing Director
Chief Financial Officer/ CEO

‘Company Secretary and Compliance
Officer

CSR Committee/ Corporate Social
Responsibility Committee
Director(s)

ESOP Plan

Equity Shares

Executive Director(s)

Group Companies

Independent Directors

Investor Selling Shareholders
Investment Agreement

Description
‘The articles of association of our Company, as amended

Audit committee of our Company, described in “Our Management” on page 166
Statutory auditors of our Company, being S.R. Batliboi & Co. LLP, Chartered
Accountants,

The board of directors of our Company, as constituted from time to time

The chairman and managing director of our Company, Ravi Modi

Chief financial officer of our Company, Rahul Murarka

Company secretary and compliance officer of our Company, Navin Pareek

The corporate social responsibility committee of our Company, described in “Our
Management” on page 166

The director(s) on our Board

The VFL Employee Stock Option Plan 2018

The equity shares of our Company of face value of 21 each

Executive Directors of our Company, Ravi Modi and Shilpi Modi

The Group Companies of our Company, namely ModiFi Investment Services Private
Limited (previously known as Dynamic Storage & Retrieval Systems Private
Limited), Shenayah Retail Stores Private Limited and Mohey Fashions Private
Limited, as disclosed on page 186

Independent directors of our Company, namely, Manish Mahendra Choksi, Tarun Puri
and Abanti Mitra

Together, Rhine and Kedaara AIF

The investment agreement dated July 24, 2017, entered into among our Company, our
Promoters, Ravi Modi HUF, erstwhile Rainbow Iron & Steel Suppliers Private
Limited, Rhine and Kedaara AIF in relation to certain investments made into our
IPO Committee
Kedaara AIF

KMP/ Key Managerial Personnel

Materiallity Policy

MoA/ Memorandum of Association
Nomination and Remuneration
Committee

Nominee Director

Promoter Group

Promoters

Promoter Selling Shareholder

Registered and Corporate Office

Restated Consolidated Financial
Statements

Rhine
RoC/Registrar of Companies
Scheme of Amalgamation

Shareholders
Stakeholders Relationship
Committee

Subsidiary

Description
Company, as amended by the agreement dated August 10, 2018, read with the Waiver
cum Amendment Agreement
The IPO committee of our Board constituted to facilitate the Offer
Kedaara Capital Alternative Investment Fund-Kedaara Capital AIF 1, one of the
Selling Shareholders in the Offer
Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the
SEBI ICDR Regulations in addition to Section 2(51) of the Companies Act, 2013 and
as further described in “Our Management-Key Managerial Personnel” on page 178
The policy adopted by our Board on August 28, 2021, for identification of material:
(a) outstanding litigation proceedings; (b) Group Companies; and (c) creditors,
pursuant to the requirements of the SEBI ICDR Regulations and for the purposes of
disclosure in the Red Herring Prospectus and this Prospectus
The memorandum of association of our Company, as amended
The nomination and remuneration committee of our Company, described in “Our
Management” on page 166
A nominee Director to the Board of our Company
Persons and entities constituting the promoter group of our Company, pursuant to
Regulation 2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our
Promoters and Promoter Group” on page 182
The Promoters of our Company, being Ravi Modi, Shilpi Modi and Ravi Modi
Family Trust (acting through its trustee Modi Fiduciary Services Private Limited).
For details, see “Our Promoters and Promoter Group” on page 182
Ravi Modi Family Trust (acting through its trustee Modi Fiduciary Services Private
Limited)
The registered and corporate office of our Company, situated at Paridhan Garment
Park, 19, Canal South Road, SDF-1, 4" Floor, AS501-502, Kolkata 700 015, West
Bengal, India
The restated consolidated financial statements of our Company together with its
subsidiaries, which comprises of the restated consolidated summary statements of
assets and liabilities as at September 30, 2021, March 31, 2021, September 30, 2020,
March 31, 2020 and March 31, 2019, and the restated consolidated summary
statements of profit and loss (including other comprehensive income), restated
consolidated summary statements of cash flows, restated consolidated summary
statements of changes in equity and the restated consolidated summary statements
of significant accounting policies and other explanatory information for the six
months period ended September 30, 2021 and September 30, 2020, and for the years
ended March 31, 2021, March 31, 2020 and March 31, 2019, derived from the
audited Ind AS consolidated financial statements of the Company and its
subsidiaries, as at and for the six months period ended September 30, 2021 prepared
in accordance with Ind AS 34-Interim Financial Reporting, and the audited Ind AS
consolidated financial statements of the Company and its subsidiaries as at and for
the years ended March 31, 2021, March 31, 2020 and March 31, 2019 prepared in
accordance with Ind AS specified under Section 133 of the Companies Act 2013,
read with the Companies (Indian Accounting Standards) Rules, 2015, as amended
and restated in accordance with the requirements of Section 26 of Part 1 of Chapter
III of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note
on reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (ICAI) and included in “Financial Information” on
page 190
Rhine Holdings Limited, one of the Selling Shareholders in the Offer
The Registrar of Companies, West Bengal at Kolkata
The scheme of arrangement among Rainbow Iron & Steel Suppliers Private Limited
and our Company
The holders of the Equity Shares from time to time.
The stakeholders’ relationship committee of our Company, described in “Our
Management” on page 166
The subsidiary of our Company as on the date of this Prospectus, namely Manyavar
Creations Private Limited. For the purpose of financial information included in this
Prospectus, “subsidiaries” would mean subsidiaries of our Company as at and for the
relevant Fiscal/financial period, including Mohey Fashions Private Limited, from
which our Company has divested its entire shareholding with effect from August 20,
2021.
Term
Selling Shareholders

Waiver and Amendment Agreement

Offer Related Terms

Term
Abridged Prospectus

‘Acknowledgement Slip
Allot/ Allotment Allotted

Allotment Advice

Allottee
Anchor Investor

Anchor Investor Allocation Price

Anchor Investor Application Form

Anchor Investor Bidding Date

Anchor Investor Offer Price

Anchor Investor Portion

Anchor Investor Pay-In Date
Application Supported by Blocked
Amount ASBA

ASBA Account

ASBA Bidders
ASBA Form

Axis
Banker(s) to the Offer

Basis of Allotment

Description
The Selling Shareholders participating in the Offer, being Rhine, Kedaara AIF and
Ravi Modi Family Trust (acting through its trustee Modi Fiduciary Services Private
Limited)
The waiver and amendment agreement to the Investment Agreement dated September
1, 2021, entered into among our Company, our Promoters, Ravi Modi HUF, Rhine and
Kedaara AIF, for purposes of facilitating the Offer

Description

Abridged prospectus means a memorandum containing such salient features of a
prospectus as may be specified by the SEBI in this behalf

The slip or document issued by a Designated Intermediary(ies) to a Bidder as proof
of registration of the Bid cum Application Form

Unless the context otherwise requires, transfer of the Offered Shares by the Selling
Shareholders pursuant to the Offer for Sale to successful Bidders

Note or advice or intimation of Allotment sent to the successful Bidders who have
been or are to be Allotted the Equity Shares after the Basis of Allotment has been
approved by the Designated Stock Exchange

A successful Bidder to whom the Equity Shares are Allotted

‘A Qualified Institutional Buyer, who applied under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and the
Red Herring Prospectus

The price at which Equity Shares were allocated to Anchor Investors in terms of the
Red Herring Prospectus and this Prospectus, and decided by our Company and the
Selling Shareholders, in consultation with the BRLMs on the Anchor Investor
Bidding Date

The application form used by an Anchor Investor to make a Bid in the Anchor
Investor Portion and which was considered as an application for Allotment in terms
of the Red Herring Prospectus and this Prospectus

Thursday, February 3, 2022, being one Working Day prior to the Bid/Offer Opening
Date, on which Bids by Anchor Investors were submitted, and allocation to Anchor
Investors was completed

%866, being the final price at which the Equity Shares will be issued and Allotted to
Anchor Investors in terms of the Red Herring Prospectus and this Prospectus.

The Anchor Investor Offer Price was decided by our Company and the Selling
Shareholders, in consultation with the BRLMs

Up to 60% of the QIB Portion which was allocated by our Company and the Selling
Shareholders in consultation with the BRLMs, to Anchor Investors on a discretionary
basis, in accordance with the SEBI ICDR Regulations.

One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations
With respect to Anchor Investor(s), it was the Anchor Investor Bid/Offer Period

An application, whether physical or electronic, used by ASBA Bidders to make a Bid
and authorize an SCSB to block the Bid Amount in the ASBA Account and included
applications made by RIls using the UPI Mechanism where the Bid Amount was
blocked upon acceptance of UPI Mandate Request by Ris using the UPI Mechanism
A bank account maintained by ASBA Bidders with an SCSB and specified in the
ASBA Form submitted by such ASBA Bidder in which funds were blocked by such
SCSB to the extent of the specified in the ASBA Form submitted by such ASBA
Bidder and included a bank account maintained by a Retail Individual Investor linked
to a UPI ID, which was blocked in relation to a Bid by a Retail Individual Investor
Bidding through the UPI Mechanism

All Bidders except Anchor Investors

‘An application form, whether physical or electronic, used by ASBA Bidders to submit
Bids which was considered as the application for Allotment in terms of the Red
Herring Prospectus and this Prospectus

‘Axis Capital Limited

Collectively, the Escrow Collection Bank, Refund Bank, Sponsor Banks and Public
Offer Account Bank, as the case may be

Basis on which Equity Shares will be Allotted to successful Bidders under the Offer,
as described in “Offer Procedure” on page 335
Term
Bid

Bid Amount

Bid cum Application Form
Bid Lot
Bid/Offer Closing Date

Bid/Offer Opening Date

Bid/ Offer Period

Bidder

Bidding Centres

Book Building Process

Book Running Lead Managers/
BRLMs

Broker Centres

CAN/ Confirmation of Allocation
Note
Cap Price

Cash Escrow and Sponsor Bank
Agreement

Client ID

Collecting Depository Participant/
cDP

Description
An indication to make an offer during the Bid/Offer Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or during the Anchor Investor Bidding
Date by an Anchor Investor pursuant to submission of the Anchor Investor
Application Form, to subscribe to or purchase the Equity Shares at a price within the
Price Band, including all revisions and modifications thereto as permitted under the
SEBI ICDR Regulations. The term “Bidding” shall be construed accordingly
The highest value of optional Bids indicated in the Bid cum Application Form and
payable by the Bidder and, in the case of RIIs Bidding at the Cut off Price, the Cap
Price multiplied by the number of Equity Shares Bid for by such RIls and mentioned
in the Bid cum Application Form and payable by the Bidder or blocked in the ASBA
Account of the ASBA Bidders, as the case maybe, upon submission of the Bid in the
Offer, as applicable
The Anchor Investor Application Form or the ASBA Form, as the context requires
17 Equity Shares and in multiples of 17 Equity Shares thereafter
Except in relation to any Bids received from the Anchor Investors, the date after
which the Designated Intermediaries did not accept any Bids, being Tuesday,
February 8, 2022
Except in relation to any Bids received from the Anchor Investors, the date on which
the Designated Intermediaries started accepting Bids, being Friday, February 4, 2022
Except in relation to Bid by Anchor Investors, the period between the Bid/Offer
Opening Date and the Bid/Offer Closing Date, inclusive of both days, during which
prospective Bidders could submit their Bids, including any revisions thereof, in
accordance with the SEBI ICDR Regulations. Provided that the Bidding was kept
open for a minimum of three Working Days for all categories of Bidders, other than
Anchor Investors
‘An investor who made a Bid pursuant to the terms of the Red Herring Prospectus and
the Bid cum Application Form and unless otherwise stated or implied, includes an
Anchor Investor
Centres at which the Designated Intermediaries accepted the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker
Centres for Registered Brokers, Designated RTA Locations for CRTAs and
Designated CDP Locations for CDPs
Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer was made
The book running lead managers to the Offer namely, Axis Capital Limited,
Edelweiss Financial Services Limited, ICICI Securities Limited, IFL Securities
Limited and Kotak Mahindra Capital Company Limited
Broker centres of the Registered Brokers where ASBA Bidders could submit the
ASBA Forms, provided that Retail Individual Investors could only submit ASBA
Forms at such broker centres if they were Bidding using the UPI Mechanism. The
details of such broker centres, along with the names and contact details of the
Registered Brokers, are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
have been allocated the Equity Shares, on/after the Anchor Investor Bidding Date
The higher end of the Price Band, that is, %866 per Equity Share, above which the
Offer Price and the Anchor Investor Offer Price was not finalised and above which
no Bids were accepted
The agreement dated January 20, 2022, read with the addendum cum amendment
agreement to the Cash Escrow and Sponsor Bank Agreement dated January 27, 2022
and the second addendum cum amendment agreement to the Cash Escrow and
Sponsor Bank Agreement, dated February 3, 2022 entered into amongst our Company,
the Selling Shareholders, the Registrar to the Offer, the BRLMs, Syndicate Members,
and Banker(s) to the Offer in accordance with the UPI Circulars, collection of the Bid
Amounts from Anchor Investors, transfer of funds to the Public Offer Account(s) and
where applicable remitting refunds, if any, to Bidders, on the terms and conditions
thereof
Client identification number maintained with one of the Depositories in relation to
the Bidder’s beneficiary account.
A depository participant as defined under the Depositories Act, 1996, registered with
SEBI and who was eligible to procure Bids at the Designated CDP Locations as per
the list available on the websites of BSE and NSE
Term

Collecting Registrar and
Transfer Agents/ CRTAs

Cut-off Price

Demographic Details

Designated CDP Locations

Designated Date

Designated Intermediaries

Designated RTA Locations

Designated SCSB Branches

Designated Stock Exchange

Draft. Red Herring Prospectus/

DRHP

Eligible FPI(s)

Eligible NRI(s)

Escrow Account(s)

Escrow Collection Bank(s)

First Addendum
First Amendment Agreement

Description

Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids

at the Designated RTA Locations in terms of, among others, circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

Offer Price, finalised by our Company and the Selling Shareholders, in consultation
with the BRLMs, which was the price within the Price Band.

Only Retail Individual Investors were entitled to Bid at the Cut-off Price. QIBs and
Non-Institutional Investors were not entitled to Bid at the Cut-off Price

Details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation and bank account details and UPI ID,
where applicable

Such locations of the CDPs where Bidders could submit the ASBA Forms. The details
of such Designated CDP Locations, along with names and contact details of the
Collecting Depository Participants which were eligible to accept ASBA Forms are
available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com), as updated from time to time

The date on which funds are transferred from the Escrow Account(s) and the amounts
blocked are transferred from the ASBA Accounts, as the case may be, to the Public
Offer Account(s) or the Refund Account(s), as applicable, in terms of the Red Herring
Prospectus and this Prospectus, after the finalisation of the Basis of Allotment in
consultation with the Designated Stock Exchange, following which Equity Shares
may be Allotted to successful Bidders in the Offer

In relation to ASBA Forms submitted by Retail Individual Investors (not using the
UPI Mechanism) authorizing an SCSB to block the Bid Amount in the ASBA
Account, Designated Intermediaries shall mean SCSBs.

In relation to ASBA Forms submitted by Retail Individual Investors (Bidding using
the UPI Mechanism) where the Bid Amount was blocked upon acceptance of UPI
Mandate Request by such RII using the UPI Mechanism, Designated Intermediaries
shall mean Syndicate, sub-syndicate, Registered Brokers, CDPs and CRTAs.

In relation to ASBA Forms submitted by QIBs and NIls, Designated Intermediaries
shall mean SCSBs, Syndicate, sub-syndicate, Registered Brokers, CDPs and CRTAs
Such locations of the CRTAs where Bidders submitted the ASBA Forms to CRTAs.
The details of such Designated CRTA Locations, along with names and contact
details of the CRTAs who were eligible to accept ASBA Forms are available on the
respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com), as updated from time to time

Such branches of the SCSBs which collected the ASBA Forms, a list of which is
available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at
such other website as may be prescribed by SEBI from time to time

NSE

The draft red herring prospectus dated September 9, 2021, issued in accordance with
the SEBI ICDR Regulations, which did not contain complete particulars of the price
at which the Equity Shares will be Allotted and the size of the Offer including any
addenda or corrigenda thereto

FPIs that are eligible to participate in this Offer in terms of applicable laws, other than
individuals, corporate bodies and family offices

A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful
to make an offer or invitation under the Offer and in relation to whom the Red Herring
Prospectus and the Bid Cum Application Form constitutes an invitation to subscribe
or purchase for the Equity Shares

Account(s) opened with the Escrow Collection Bank(s) and in whose favour the
Anchor Investors transferred money through direct credit/NEFT/RTGS/NACH in
respect of the Bid Amount when submitting a Bid

The Bank(s) which are clearing members and registered with SEBI as bankers to an
issue and with whom the Escrow Account(s) were opened, in this case being ICICI
Bank Limited

Addendum to the RHP dated January 27, 2022

Addendum cum amendment agreement dated January 27, 2022 to the Cash Escrow
and Sponsor Bank Agreement
Term
First Bidder

Floor Price
Fugitive Economic Offender

General Information Document

Mobile App(s)

Mutual Fund Portion

Mutual Funds

Net QIB Portion

Non-Institutional Investors/ NIIs

Non-Institutional Portion

Non-Resident

Offer/ Offer for Sale

Offer Agreement

Offer Price

Offered Shares

Price Band

Pricing Date
Prospectus

Description
Bidder whose name was mentioned in the Bid cum Application Form or the Revision
Form and in case of joint Bids, whose name appeared as the first holder of the
beneficiary account held in joint names

The lower end of the Price Band, that is, ¥824 per Equity Share

An individual who is declared a fugitive economic offender under Section 12 of the
Fugitive Economic Offenders Act, 2018

The General Information Document for investing in public offers, prepared and issued
in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March
17, 2020 issued by SEBI, suitably modified and updated pursuant to, the circular
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020 and the UPI Circulars
and any subsequent circulars or notifications issued by SEBI from time to time.

The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
mld=43or such other website as may be updated from time to time, which may be
used by RIls to submit Bids using the UPI Mechanism

5% of the Net QIB Portion, or 363,649* Equity Shares, which was available for
allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being
received at or above the Offer Price

*Subject to finalisation of Basis of Allotment

Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996

The portion of the QIB Portion less the number of Equity Shares Allotted to the
Anchor Investors

All Bidders that are not QIBs or Retail Individual Investors and who have Bid for
Equity Shares for an amount more than 200,000 (but not including NRIs other than
Eligible NRIs)

The portion of the Offer being not less than 15% of the Offer, consisting of
5,454,726" Equity Shares, which were available for allocation on a proportionate
basis to Non-Institutional Investors, subject to valid Bids being received at or above
the Offer Price

*Subject to finalisation of Basis of Allotment

A person resident outside India, as defined under FEMA and includes NRIs, FPIs and
FVCIs

The initial public offering of 36,364,838 Equity Shares for cash at a price of 7866
each, aggregating to 231,491.95* million comprising of the Offer for Sale of up to
17,459,392 Equity Shares by Rhine aggregating to 215,119.84* million and 723,014
Equity Shares by Kedaara AIF aggregating 2626.13* million and 18,182,432 Equity
Shares by Ravi Modi Family Trust (acting through its trustee, Modi Fiduciary
Services Private Limited) aggregating to 215,745.99 million

*Subject to finalisation of Basis of Allotment

The agreement dated September 9, 2021, amongst our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements are agreed to
in relation to the Offer

%866 per Equity Share, being the final price within the Price Band, at which Equity
Shares will be Allotted to successful Bidders, other than Anchor Investors. Equity
Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price in
terms of the Red Herring Prospectus. The Offer Price was decided by our Company
and the Selling Shareholders, in consultation with the BRLMs on the Pricing Date, in
accordance with the Book Building Process and in terms of the Red Herring
Prospectus and the Prospectus

The cumulative number of Equity Shares offered by the Selling Shareholders in the
Offer for Sale comprising of an aggregate of 36,364,838 Equity Shares aggregating
to %31,491.95* million

*Subject to finalisation of Basis of Allotment

Price band of a minimum price of 3824 per Equity Share (Floor Price) and the
maximum price of 866 per Equity Share (Cap Price). The Cap Price was at least one
hundred and five percent of the Floor Price. The Price Band and the minimum Bid
Lot for the Offer were decided by our Company and the Selling Shareholders, in
consultation with the BRLMs

February 9, 2022

This Prospectus dated February 9, 2022 to be filed with the RoC in accordance with
the Companies Act, 2013, and the SEBI ICDR Regulations containing, inter alia, the
Offer Price that is determined at the end of the Book Building Process, the size of the
Offer and certain other information, including any addenda or corrigenda thereto
Term
Public Offer Account(s)

Public Offer Account Bank(s)

QIB Category/ QIB Portion

Qualified Institutional Buyers/ QUBs/

QIB Bidders

Red Herring Prospectus/ RHP

Refund Account(s)
Refund Bank(s)

Registered Brokers

Registrar Agreement

Registrar to the Offer/ Registrar
Retail Individual _Investors(s)/

RII(S)/RIB(s)

Retail Portion

Revision Form

Second Addendum

Second Amendment Agreement

Self-Certified Syndicate
SCSB(s)

Bank(s)/

Description
Bank account(s) opened with the Public Offer Account Bank(s) under Section 40(3)
of the Companies Act, 2013, to receive monies from the Escrow Account(s) and
ASBA Accounts on the Designated Date

The banks with which the Public Offer Account(s) is opened for collection of Bid
Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, in
this case being ICICI Bank Limited

The portion of the Offer (including the Anchor Investor Portion) being not more than
50% of the Offer, consisting of 18,182,418* Equity Shares aggregating to
215,745.97* million which were Allotted to QIBs (including Anchor Investors) on a
proportionate basis, including the Anchor Investor Portion (in which allocation shall
be on a discretionary basis, as determined by our Company and the Selling
Shareholders in consultation with the BRLMs), subject to valid Bids being received
at or above the Offer Price or Anchor Investor Offer Price (for Anchor Investors)
*Subject to finalisation of Basis of Allotment

Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Regulations

The red herring prospectus dated January 22, 2022 issued in accordance with Section
32 of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations,
which did not have complete particulars of the price at which the Equity Shares were
offered and the size of the Offer read with the First Addendum and the Second
Addendum.

The account(s) opened with the Refund Bank(s), from which refunds, if any, of the
whole or part of the Bid Amount to the Anchor Investors shall be made

The Banker(s) to the Offer with whom the Refund Account(s) has been opened, in
this case being ICICI Bank Limited

Stock brokers registered with the stock exchanges having nationwide terminals, other
than the members of the Syndicate and who were eligible to procure Bids in terms of
circular number CIR/CFD/14/2012 dated October 4, 2012, issued by SEBI

The agreement dated September 6, 2021, among our Company, the Selling
Shareholders and the Registrar to the Offer in relation to the responsibilities and
obligations of the Registrar to the Offer

KFin Technologies Private Limited

Individual Bidders, who have Bid for the Equity Shares for an amount not more than
%200,000 in any of the bidding options in the Offer (including HUFs applying through
their Karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)
The portion of the Offer being not less than 35% of the Offer consisting of 12,727,694
Equity Shares aggregating to %11,022.18* million, which were available for
allocation to Retail Individual Investors in accordance with the SEBI ICDR
Regulations (subject to valid Bids being received at or above the Offer Price)
*Subject to finalisation of Basis of Allotment

Form used by the Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their ASBA Form(s) or any previous Revision Form(s). QIB
Bidders and Non-Institutional Investors were not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Investors could revise their Bids during the Bid/Offer Period and withdraw
their Bids until Bid/Offer Closing Date

Addendum dated February 3, 2022 to the RHP

Second addendum cum amendment agreement dated February 3, 2022 to the Cash
Escrow and Sponsor Bank Agreement

The list of SCSBs notified by SEBI for the ASBA process is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such
other website as may be prescribed by SEBI from time to time. A list of the
Designated SCSB Branches with which an ASBA Bidder (other than a RIB using the
UPI Mechanism), not bidding through Syndicate/Sub Syndicate or through a
Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is
available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
mid=34, or at such other websites as may be prescribed by SEBI from time to time.

In relation to Bids (other than Bids by Anchor Investors) submitted to a member of
the Syndicate, the list of branches of the SCSBs at the Specified Locations named by
the respective SCSBs to receive deposits of Bid cum Application Forms from the
members of the Syndicate is available on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
mld=35) and updated from time to time. For more information on such branches
Term

Share Escrow Agent

Share Escrow Agreement

Specified Locations

Sponsor Banks

Stock Exchanges
Syndicate Agreement

Syndicate Members

Syndicate/members of the Syndicate
Underwriters

Underwriting Agreement
UPI

UPI Circulars

UPIID

UPI Mandate Request

UPI Mechanism

UPI PIN
Working Day

Description
collecting Bid cum Application Forms from the Syndicate at Specified Locations, see
the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
mld=35 as updated from time to time.
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated
June 28, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
26, 2019, Retail Individual Investors Bidding using the UPI Mechanism may apply
through the SCSBs whose names appear on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
mld=40) and Mobile Apps , as updated from time to time
Escrow agent appointed pursuant to the Share Escrow Agreement, namely, KFin
Technologies Private Limited
Agreement dated January 19, 2022 entered into amongst the Selling Shareholders,
our Company and the Share Escrow Agent in connection with the transfer of Equity
Shares under the Offer by the Selling Shareholders and credit of such Equity Shares
to the demat account of the Allottees
Bidding centres where the Syndicate accepted ASBA Forms from Bidders, a list of
which will be included in the Bid cum Application Form
The Banker to the Offer registered with SEBI, which has been appointed by our
Company to act as a conduit between the Stock Exchanges and NPCI in order to push
the UPI Mandate Request and/or payment instructions of the RIIs using the UPI and
carry out other responsibilities, in terms of the UPI Circulars, in this case being ICICI
Bank Limited, Axis Bank Limited and Kotak Mahindra Bank Limited
Collectively, BSE Limited and National Stock Exchange of India Limited.
Agreement dated January 21, 2022 entered into among our Company, the Selling
Shareholders, the BRLMs, the Registrar to the Offer and the Syndicate Members in
relation to collection of Bid cum Application Forms by Syndicate
Intermediaries (other than the BRLMs) registered with SEBI who were permitted to
accept bids, applications and place order with respect to the Offer and carry out
activities as an underwriter, namely, Kotak Securities Limited and Edelweiss
Securities Limited
Together, the BRLMs and the Syndicate Members
Axis Capital Limited, Edelweiss Financial Services Limited, ICICI Securities
Limited, IIFL Securities Limited, Kotak Mahindra Capital Company Limited, Kotak
Securities Limited and Edelweiss Securities Limited
The agreement among the Underwriters, our Company and the Selling Shareholders
entered into on February 9, 2022 prior to filing of this Prospectus
Unified Payments Interface, which is an instant payment mechanism, developed by
NPCI
The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,
2018, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019,
SEBI circular no, SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular
no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular
no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and any subsequent
circulars or notifications issued by SEBI in this regard
ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the NPCI
A request (intimating the Retail Individual Investor, by way of a notification on the
UPI linked mobile application as disclosed by SCSBs on the website of SEBI and by
way of an SMS directing the Retail Individual Investor to such UPI linked mobile
application) to the Retail Individual Investor using the UPI Mechanism initiated by
the Sponsor Banks to authorize blocking of funds equivalent to the Bid Amount in
the relevant ASBA Account through the UPI linked mobile application, and the
subsequent debit of funds in case of Allotment
The Bidding mechanism used by Retail Individual Investors to make Bids in the Offer
in accordance with UPI Circulars
Password to authenticate UPI transaction
All days on which commercial banks in Mumbai, Maharashtra are open for business,
provided however, for the purpose of announcement of the Price Band and the
Bid/Offer Period, “Working Day” meant all days, excluding all Saturdays, Sundays
 

Term

Description

 

and public holidays on which commercial banks in Mumbai, Maharashtra India were
open for business and the time period between the Bid/Offer Closing Date and listing
of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading
days of the Stock Exchanges excluding Sundays and bank holidays in India in
accordance with circulars issued by SEBI

 

Conventional and General Term:

is and Abbreviations

 

 

 

 

 

 

 

Term Description
%/Rs./Rupees/INR Indian Rupees
Ale Account
AGM Annual general meeting
AIFs Alternative investment funds as defined in and registered under the SEBI AIF
| Regulations
BSE BSE Limited
CAGR Compounded Annual Growth Rate

 

Calendar Year or year

Unless the context otherwise requires, shall refer to the twelve month period ending
December 31

 

CDSL

Central Depository Services (India) Limited

 

"Companies Act, 1956

Companies Act, 1956, and the rules, regulations, notifications, modifications and
clarifications made thereunder, as the context requires

 

“Companies Act, 2013/ Companies
Act

Companies Act, 2013 and the rules, regulations, notifications, modifications and
clarifications thereunder

 

 

 

/COVID-19 A public health emergency of international concem as declared by the World Health
| Organization on January 30, 2020 and a pandemic on March 11, 2020
(CSR Corporate social responsibility

Demat Dematerialised

 

 

“Depositories Act

Depositories Act, 1996

 

Depository or Depositories

NSDL and CDSL

 

 

 

 

 

 

 

 

 

 

 

 

DIN_ _Director Identification Number _
DP ID Depository Participant’s Identification Number
_DP/ Depository Participant i under the Depositories Act
DPIT The Department for Promotion of Industry and Internal Trade, Ministry of Commerce
and Industry
EBITDA Earnings before interest, taxes, depreciation and amortisation expense, which has
been arrived at by obtaining the profit / (loss) for the year and adding back finance
costs, total tax expense, depreciation and amortisation expense and reducing other
finance income.
_EGM Extraordinary general meeting
EPS Earnings per share
EUR/€ Euro
_FDI Foreign direct investment
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations
| thereunder ee
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019

 

Financial Year, Fiscal, Fiscal year,
LFY/FY.

Period of twelve months ending on March 31 of that particular year, unless stated
otherwise

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered
_ with SEBI
| FVTPL Fair value through profit and loss
_GDP Gross domestic product
Gol Government of India
GST Goods and services tax
HUF Hindu undivided family
LT. Act The Income Tax Act, 1961 -
ICAL The Institute of Chartered Accountants of India
JERS ernational Fi po ts
Ind AS Indian Accounting Standards notified under Section 133 of the Companies Act read

 

with the Companies (Indian Accounting Standards) Rules, 2015, as amended

 

 
 

Term

Deca

 

Ind AS Rules

 

Companies (Indian Accounting Standards) Rules, 2015

 

Indian GAAP

The Companies (Accounting Standards) Rules, 2006 (as amended) specified under
section 133 of the Companies Act, read with the Companies (Accounts) Rules,
2014

 

Initial public offer

 

Insurance Regulatory Development Authority of India

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NRI/ Non-Resident Indian

technology
| Ministry of Corporate Affairs, Government of India.
_Mn/ mn Million
N.A. or NA Not applicable
NACH National Automated Clearing House
NAV Net asset value
“NEFT | National electronic fund transfer
_Non-Resident A person resident outside India, as defined under FEMA.
No. Number
_NPCI "National payments corporation of India
NRE Account Non-resident external account established in accordance with the Foreign Exchange

| Management (Deposit) Regulations, 2016
A person resident outside India who is a citizen of India as defined under the Foreign
Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of

| India’ cardholder within the meaning of section 7(A) of the Citizenship Act, 1955

 

 

NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange
| Management (Deposit) Regulations, 2016

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

 

' OCB/ Overseas Corporate Body

‘A company, partnership, society or other corporate body owned directly or indirectly
to the extent of at least 60% by NRIs including overseas trusts in which not less than
60% of the beneficial interest is irrevocably held by NRIs directly or indirectly and
which was in existence on October 3, 2003 and immediately before such date had
taken benefits under the general permission granted to OCBs under the FEMA. OCBs
were not allowed to invest in the Offer

 

_PE Ratio

Price/earnings ratio

 

Permanent account number allotted under the I.T. Act

 

Reserve Bank of India

 

Regulation S unde

 

 

 

Return on net worth

 

 

Real time gross settlement

 

 

 

 

“Rule 144A Rule 144A under the U.S. Securities Act
SCRA Securities Contracts (Regulation) Act, 1956

_SCRR Securities Contracts (Regulation) Rules, 1957
SEBI

 

 

BI Act

 

 

 

 

 

 

SEBI Listing Regulations

 SEBI FPI Regulations ' Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000

SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018, as amended

Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015

 

Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992

 

SEBI (SBEB) Regulations

Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021

 

SEBI Takeover Regulations

Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011

 

SEBI VCF Regulations

_ State Government

|The erstwhile Securities and Exchange Board of India (Venture Capital Fund)
Regulations, 1996 as repealed pursuant to SEBI AIF Regulations

Government of a state of India

 

 

 

 

 

 

 

_US GAAP Generally Accepted Accounting Principles in the United States of America
USA/ U.S. / US The United States of America
USD / US$ | United States Dollars

 

10
 

Term

Deca

 

| U.S. Securities Act

The United States Securities Act of 1933, as amended

 

 

 

VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF
Regulations
Wilful Defaulter Wilful Defaulter as defined under Regulation 2(1)(Ill) of the SEBIICDR Regulations

 

Technical and Industry Related Terms

 

 

 

 

 

 

 

 

 

Term Description
ARS Automated replenishment system -
| Casual ethnic wear Casual ethnic wear consists of apparel typically seen as regular wear
CAGR Compound annual growth rate
CSR Corporate social responsibility
EBOs Exclusive brand outlets of a brand or company
ERP Enterprise resource planning system _ _ _
| Ethnic apparels Consists of casual ethnic wear and Indian wedding and celebration wear

 

Indian wedding and celebration wear

Apparel worn on special occasions such as weddings; close-knit family functions like
puja, house warming, etc,; festivals such as Diwali, Eid, Holi and Rakshabandhan;
and other events such as Independence Day and Republic Day.

 

Indo-western

‘A combination of traditional Indian ethnic apparel and western wear

 

 

 

 

_LFS Large format stores
| MBO lt
Metro Certain cities in India with a population of over five million, i.e., Delhi/NCR and

Greater Mumbai

 

Men’s ethnic wear or

Apparel including Kurtas, Indo-westerns, Sherwanis, jackets and other accessories

 

 

 

| apparel
MRP Maximum retail price
OPBDIT | Operating profit before depreciation, interest and tax
POs Point-of-sale

 

' Private label

Products exclusive to a retailer

 

Ready-to-wear

‘Apparel made for the general market and sold through shops rather than made to
order for an individual customer

 

RSP

Retail selling price

 

Sales of our Customers

Comprises of sales of products of our brands (a) made by our EBOs, LFSs and online
channel customers, and (b) made by us to MBOs (including shop-in-shops) and
certain lateral e-commerce platforms customers at RSP

 

Shop-in-shops

‘An arrangement where a separate retail space is allocated in stores for retailing our
products

 

| SKU

Stock-keeping unit

 

Tier I cities
Tier II cities

Citi ia with a population between one million to fi

Cities in India with a population between 0.3 million to one million

     

 

Tier III cities

Cities in India with a population less than 0.3 million

 

Women’s ethnic wear or
apparel

 

Apparel such as lehengas, sarees and stitched suits

 

 

11

 

 
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain Conventions

All references in this Prospectus to “India” are to the Republic of India and its territories and possessions and all
references herein to the “Government”, “Indian Government”, “Gol”, “Central Government” or the “State
Government” are to the Government of India, central or state, as applicable.

All references herein to the “US”, the “U.S.” or the “United States” are to the United States of America and its
territories and possessions.

Unless indicated otherwise, all references to page numbers in this Prospectus are to page numbers of this
Prospectus.

Financial Data

Unless stated otherwise or the context requires otherwise, the financial information and financial ratios in this
Prospectus are derived from our Restated Consolidated Financial Statements. For further information, see
“Financial Information” on page 190.

Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year and accordingly, all references to a particular financial year or fiscal are
to the 12-month period commencing on April 1 of the immediately preceding calendar year and ending on March
31 of that particular calendar year. Unless the context requires otherwise, all references to a year in this Prospectus
are to a calendar year and references to a Fiscal/Fiscal Year are to the year ended on March 31, of that calendar
year. Certain other financial information pertaining to our Group Companies are derived from their respective
audited financial statements.

Our Restated Consolidated Financial Statements, which comprises of the restated consolidated summary
statements of assets and liabilities as at September 30, 2021, March 31, 2021, September 30, 2020, March 31,
2020 and March 31, 2019, and the restated consolidated summary statements of profit and loss (including other
comprehensive income), restated consolidated summary statements of cash flows, restated consolidated summary
statements of changes in equity and the restated consolidated summary statements of significant accounting
policies and other explanatory information for the six months period ended September 30, 2021 and September
30, 2020, and for the years ended March 31, 2021, March 31, 2020 and March 31, 2019, derived from the audited
Ind AS consolidated financial statements of the Company and its subsidiary, as at and for the six months period
ended September 30, 2021 and September 30, 2020 prepared in accordance with Ind AS 34-Interim Financial
Reporting and the audited Ind AS consolidated financial statements of the Company and its subsidiary as at and
for the years ended March 31, 2021, March 31, 2020 and March 31, 2019 prepared in accordance with Ind AS
specified under Section 133 of the Companies Act 2013, read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended and restated in accordance with the requirements of Section 26 of Part 1 of Chapter III
of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note on Reports in Company
Prospectuses (Revised 2019) issued by the ICAI. Financial information for the six months period ended
September 30, 2021 and September 30, 2020 are not indicative of full year results and are not comparable with
the annual financial statements presented in this Prospectus.

There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not
provide reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included in this Prospectus and it is urged
that you consult your own advisors regarding such differences and their impact on our Company’s financial data.
For details in connection with risks involving differences between Ind AS, U.S. GAAP and IFRS see “Risk
Factors — Significant differences exist between Ind AS used to prepare our financial information and other
accounting principles, such as U.S. GAAP and IFRS, which may affect investors’ assessments of our Company's
financial condition.” on page 55. The degree to which the financial information included in this Prospectus will
provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
policies and practices, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons not
familiar with Indian accounting policies and practices on the financial disclosures presented in this Prospectus
should accordingly be limited. Further, any figures sourced from third-party industry sources may be rounded off
to other than two decimal points to conform to their respective sources.

a
Unless the context otherwise indicates, any percentage amounts as set forth in “Risk Factors”, “Our Business”
and “Management's Discussion and Analysis of Financial Condition and Results of Operations” on pages 27,
136 and 262, respectively, and elsewhere in this Prospectus have been calculated and amounts derived from our
Restated Consolidated Financial Statements or non-GAAP financial measures as described below.

 

In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off. All figures in decimals have been rounded off to the second decimal and all percentage figures have
been rounded off to two decimal places. In certain instances, (i) the sum or percentage change of such numbers
may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain
tables may not conform exactly to the total figure given for that column or row.

Non-GAAP Financial Measures

Certain non-GAAP and certain other statistical information relating to our operations and financial measures
relating to our financial performance such as, EBITDA, EBITDA margin, ROCE, net worth and net asset value
per share have been included in this Prospectus. We compute and disclose such non-GAAP financial measures
relating to our financial performance as we consider such information to be useful measures of our business and
financial performance. These non-GAAP financial measures and other statistical and other information relating
to operations and financial performance are a supplemental measure of our performance and liquidity that is not
required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP. Further, these non-
GAAP Measures and other statistical and other information relating to operations and financial performance
should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/
period or any other measure of financial performance or as an indicator of our operating performance, liquidity,
profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind
AS, Indian GAAP, IFRS or US GAAP. In addition, these non-GAAP Measures and other statistical and other
information relating to operations and financial performance, are not standardised terms and may not be computed
on the basis of any standard methodology that is applicable across the industry and therefore, may not be
comparable to financial measures of similar nomenclature that may be computed and presented by other
companies and are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable to similarly titled measures presented by other companies. Further, they may have limited utility as a
comparative measure. Although such non-GAAP financial measures are not a measure of performance calculated
in accordance with applicable accounting standards, our Company’s management believes that they are useful to
an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Prospectus has been obtained or derived from the
report titled “Assessment of the apparel industry with a special focus on Indian wedding and celebration wear
market in India” dated September 2021 as updated by the addendum dated December 2021 prepared by CRISIL
(“CRISIL Report”) and publicly available information as well as other industry publications and sources. The
CRISIL Report and its excerpts as used for this Prospectus, has been exclusively commissioned and paid for by
our Company specifically in connection with the Offer and is available at
https://www.vedantfashions.com/material-contracts.

The CRISIL Report is subject to the following disclaimer:

“CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report
(Report) based on the Information obtained by CRISIL from sources which it considers reliable (Data). However,
CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible
for any errors or omissions or for the results obtained from the use of Data / Report. This Report is not a
recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should be
construed as an expert advice or investment advice or any form of investment banking within the meaning of any
law or regulation. CRISIL especially states that it has no liability whatsoever to the subscribers / users /
transmitters/ distributors of this Report. Without limiting the generality of the foregoing, nothing in the Report is
to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not
have the necessary permission and/or registration to carry out its business activities in this regard. Vedant
Fashions Limited will be responsible for ensuring compliances and consequences of non-compliances for use of
the Report or part thereof outside India. CRISIL Research operates independently of, and does not have access
to information obtained by CRISIL Ratings Limited / CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which
may, in their regular operations, obtain information of a confidential nature. The views expressed in this Report

43
are that of CRISIL Research and not of CRISIL Ratings Limited / CRIS. No part of this Report may be
published/reproduced in any form without CRISIL’s prior written approval”.

The data used in these sources may have been reclassified by us for the purposes of presentation and may also
not be comparable. Given the scope and extent of the CRISIL Report, disclosures are limited to certain excerpts
and the CRISIL Report has not been reproduced in its entirety in this Prospectus. There are no material parts, data
or information (which may be relevant for the proposed Offer), that have been left out or changed in any manner.
Industry sources and publications may also base their information on estimates and assumptions that may prove
to be incorrect. The extent to which the industry and market data presented in this Prospectus is meaningful and
depends upon the reader’s familiarity with, and understanding of, the methodologies used in compiling such
information. There are no standard data gathering methodology in the industry in which our Company conducts
business and methodologies and assumptions may vary widely among different market and industry sources. Such
information involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in “Risk Factors - This Prospectus contains information derived from third
parties and excerpted from an industry report prepared by an independent third-party research agency, CRISIL,
which we have commissioned and paid for purposes of confirming our understanding of the industry exclusively
in connection with the Offer.” on page 51.

Currency and Units of Presentation
All references to “Rupees” or “2” or “Rs.” are to Indian Rupees, the official currency of the Republic of India.

All references to “U.S.$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollars, the official
currency of the United States of America.

All references to “C4D” are to the Canadian Dollar, the official currency of Canada.

In this Prospectus, our Company has presented certain numerical information. All figures have been expressed in
million. In this regard, please note: (a) One million is equal to 1,000,000/10 lakhs; and (b) 10 million is equal to
10,000,000/100 lakhs/ one crore.

Time

All references to time in this Prospectus are to Indian Standard Time. Unless indicated otherwise, all references.
to a year in this Prospectus are to a calendar year.

Exchange Rates

This Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not
be construed as a representation that such currency amounts could have been, or can be converted into Indian

Rupees, at any particular rate, or at all.

The exchange rates for the periods indicated are provided below.

(ind)
Exchange rate as at
Ce ey) se oy Soe 30; Maarch 31, 2021 March 31, 2020 March 31, 2019*
1USD 74.26 73.80 73.50 75.39 69.17
ICAD 58.54 55.21 58.20 53.39 51.85

Source: www.rbi.org.in, www fbil.org.in and www.xe.com
* Exchange rate as at March 29, 2019, as March 30, 2019 being a Saturday and March 31, 2019 being a Sunday.

14
FORWARD-LOOKING STATEMENTS

This Prospectus contains certain statements which are not statements of historical fact and may be described as
“forward-looking statements”. These forward-looking statements include statements which can generally be

identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”,

“expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will continue”, “seek to”, “will
achieve”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements that
describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. All
statements regarding our expected financial conditions, results of operations, business plans and prospects are
forward-looking statements. These forward-looking statements include statements as to our business strategy,
plans, revenue and profitability (including, without limitation, any financial or operating projections or forecasts)
and other matters discussed in this Prospectus that are not historical facts. However, these are not the exclusive

means of identifying forward-looking statements.

These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. All forward-looking statements
are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially
from those contemplated by the relevant forward-looking statement. This may be due to risks or uncertainties
associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries
we cater to and our ability to respond to them, our ability to successfully implement our strategies, our growth
and expansion, technological changes, our exposure to market risks, general economic and political conditions in
India and globally, which have an impact on our business activities or investments, the monetary and fiscal
policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity
prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic
laws, regulations and taxes, changes in competition in our industry and incidence of any natural calamities and/or
acts of violence.

 

Certain important factors that could cause actual results to differ materially from our expectations include, but are
not limited to, the following:

« The COVID-19 pandemic or any future pandemic or widespread public health emergency could adversely
affect our business, results of operations, financial condition and cash flows.

* Our business is highly concentrated on Indian wedding and celebration wear and vulnerable to changes in
consumer preferences which could have an adverse effect on our business, results of operations and financial
condition.

¢ Our business prospects depend on the strength of our key brands, and any failure to maintain or grow sales
of our products could adversely affect our business.

« If any new products or brands that we launch are not as successful as we anticipate, our business, results of
operations and financial condition may be adversely affected.

e A significant portion of the Sales of our Customers are by franchisee-owned EBOs. Our inability to maintain,
renew or enhance relationships with our franchisees could adversely affect our business, results of operations
and financial condition.

¢ Other than designing of our products, we rely on outsourcing a significant proportion of our production
processes and activities to third-parties, without exclusivity arrangements. Any inability to obtain sufficient
quantities of attires and accessories of the requisite quality in a timely manner and at acceptable prices, or a
slowdown, shutdown or disruption in such third parties’ operations and performance, could adversely affect
our business, results of operations and financial condition.

© Our inability to identify and retain skilled third-party suppliers, vendors and manufacturers for various parts
of our production or procurement processes may adversely affect our business, financial condition and results
of operations.

© Our warehouse, factory and a majority of our jobbers are exclusively based in a single geographical region.
This may expose our manufacturing processes and our supply chain to regional risks, which may adversely
affect our business, financial condition and results of operations.

For a further discussion of factors that could cause our actual results to differ from the expectations, see “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 27, 136 and 262, respectively. By their nature, certain market risk disclosures are estimates
and could be materially different from what actually occurs in the future. As a result, actual future gains or losses
could be materially different from those that have been estimated. Forward-looking statements reflect our current
views as of the date of this Prospectus and are not a guarantee of future performance. These statements are based

a5:
on our management’s belief and assumptions, which in turn are based on currently available information.
Although we believe that the assumptions on which such statements are based are reasonable, any such
assumptions as well as statements based on them could prove to be inaccurate.

We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of future performance.

Neither our Company, the Directors, the Selling Shareholders, nor the Book Running Lead Managers, or the
Syndicate or any of their respective affiliates have any obligation to update or otherwise revise any statements
reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the
underlying assumptions do not come to fruition. In accordance with the SEBI ICDR Regulations, our Company
and each of the Selling Shareholders in respect of statements/ disclosures made by them in this Prospectus with
respect to themselves and the Equity Shares offered by them in the Offer shall, severally and not jointly, ensure
that investors in India are informed of material developments from the date of this Prospectus until the date of
Allotment.

16
SUMMARY OF THIS OFFER DOCUMENT

This section is a general summary of the terms of Offer, certain disclosures included in this Prospectus and are
not exhaustive, nor does it purport to contain a summary of all the disclosures in this Prospectus, or all details
relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its entirety
by, the more detailed information appearing elsewhere in this Prospectus, including the sections titled “Risk
Factors”, “Industry Overview”, “Our Business”, “Capital Structure”, “The Offer”, “Restated Consolidated
Financial Statements”, “Objects of the Offer” “Our Promoters and Promoter Group”, “Management's
Discussions and Analysis of Financial Position and Results of Operations” and “Outstanding Litigation and
Other Material Developments” on pages 27, 105, 136, 78, 60, 190, 95, 182, 262 and 297 respectively of this
Prospectus.

 

Primary business of our Company

According to CRISIL, we are the largest company in India in the men’s Indian wedding and celebration wear
segment in terms of revenue, OPBDIT and profit after tax for the Financial Year 2020. Moreover, our ‘Manyavar’
brand is a category leader in the branded Indian wedding and celebration wear market with a pan India presence.
Through our multi-channel network, we forecast and launch on-trend designs of a diverse range of attires and
accessories for every celebratory occasion, and cater to the needs of our customers through our portfolio of leading
and differentiated brands. (Source: CRISIL Report).

Summary of industry in which the Company operates

CRISIL estimates the Indian wedding and celebration wear apparel market to grow at a 15% to 17% over Financial
Years 2022 to 2025, with an estimated 9.5 million to 10 million weddings per year. The average expenditure on
Indian weddings ranges from 21 million to 22 million for a single-day function, with multi-day and multi-event
weddings now an increasing trend in urban India. Consumers are also increasingly preferring ready-to-wear
Indian wedding and celebration wear with the branded celebration wear market expected to grow at 18% to 20%
as consumers migrate towards branded Indian wedding and celebration wear.

Name of Promoters

As on the date of this Prospectus, Ravi Modi, Shilpi Modi and Ravi Modi Family Trust (acting through its trustee
Modi Fiduciary Services Private Limited) are the Promoters of our Company. For further details, see “Our:
Promoters and Promoter Group” at page 182.

The Offer

Offer for Sale! | 36,364,838 Equity Shares, aggregating to %31,491.95* million (comprising 17,459,392 Equity Shares
aggregating up to 215,119.84* million by Rhine, 723,014 Equity Shares aggregating to %626.13* million
by Kedaara AIF, and 18,182,432 Equity Shares aggregating to 215,745.99* million by Ravi Modi
Family Trust (acting through its trustee Modi Fiduciary Services Private Limited)

1 The Offer has been authorized by a resolution of our Board dated September 6, 2021. The Equity Shares being offered by the Selling
Shareholders are eligible for being offered for sale pursuant to the Offer for Sale in terms of the SEBI ICDR Regulations. For details, see
“Other Regulatory and Statutory Disclosures — Authority for the Offer” on page 309.

“Subject to finalisation of Basis of Allotment

The Offer shall constitute 14.98% of the post-Offer paid up equity share capital of our Company.
For further details, see “The Offer” and “Offer Structure” on pages 60 and 332, respectively.
Objects of the Offer

The Selling Shareholders will be entitled to the entire proceeds of the Offer after deducting the Offer expenses
and relevant taxes thereon. Our Company will not receive any proceeds from the Offer. The objects of the Offer
are to (i) achieve the benefits of listing the Equity Shares on the Stock Exchanges; and (ii) carry out the Offer for
Sale of up to 36,364,838 Equity Shares by the Selling Shareholders. Further, our Company expects that listing of
the Equity Shares will enhance our visibility and brand image and provide liquidity to our Shareholders and will
also provide a public market for the Equity Shares in India. For further details, see “Objects of the Offer” on page
O5:

17
Aggregate pre-Offer shareholding of our Promoters, Promoter Group and the Selling Shareholders

(a) The aggregate pre-Offer shareholding of our Promoters and Promoter Group as a percentage of the pre-Offer
paid-up equity share capital of our Company is set out below:

Sr. No. Name of the Shareholder

Promoters

1. Ravi Modi

a Shilpi Modi

3. Ravi Modi Family Trust (acting through
its trustee, Modi Fiduciary Services
Private Limited)

Total (A)

Promoter Group

4.
a

Ravi Modi HUF
Usha Devi Modi

Total (B)
Total (A+B)

Percentage of the pre-Offer
No. of Equity Shares held _ paid up Equity Share capital
(%)
1,688,134 0.70%
2,656,104 1.09%
181,024,186 74.59%
185,368,424 76.38%
38,881,422 16.02%
2 Negligible
38,881,424 16.02%
224,249,848 92.40%

(b) The aggregate pre-Offer shareholding of the Selling Shareholders as a percentage of the pre-Offer paid-up

equity share capital of our Company and the aggregate post-Offer shareholding of the Selling Shareholders
is set out below:

Sr.
No.

1.
a
3.

Total

. | No.of Equity | Percentage of the | No. of Equity Shares’ Percentage of the
Name or tns Sune Shares held _pre-Offer paid up _—iheld post-Offer _post-Offer paid up
pre-Offer equity share capital equity share capital
Rhine 17,459,392 7.19% NIL 0.00%
Kedaara AIF 723,014 0.30% NIL 0.00%
Ravi Modi Family| 181,024,186 74.59% 162,841,754 67.10%
Trust (acting through
its trustee Modi
Fiduciary Services
Private Limited)
199,206,592 82.08% 162,841,754 67.10%

For further details, see “Capital Structure” at page 78.

Select Financial Information

Select financial information of our Company as derived from the Restated Consolidated Financial Statements is

as follows:
Particulars September 30, Sep
2021 30,
Equity Share Capital 242.44
Net worth** 8,585.91
Revenue from operations 3,598.43
Total income 3,872.90
Profit/ (loss) for the period 984.07
/ year
Earnings per Equity
Share”
- Basic 4.01*
- Diluted 4.01*
Net asset value per Equity 35.45
Share‘s#
Borrowings® -

tember
, 2020
247.87
9,398.88
717.05
1,088.94
(176.47)

(0.71)*
(0.71)*
37.95

18

(in % million, except per share data)
As at and for the period/Fiscal ended

March 31,
2021
247.87
10,906.48
5,648.16
6,250.19
1,329.03

5.36
5.36
44.03

March 31,
2020
250.46
10,652.52
9,155.49
9,479.76
2,366.37

9.45
9.45
42.56

March 31,
2019
250.46
8,820.08
8,007.42
8,197.99
1,764.27

7.04
7.04
35.25

0.02
*Not annualised.
** "Net worth’ is the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and
debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and
miscellaneous expenditure not written off, as per the restated balance sheet, but does not include reserves created out of revaluation of assets,
write-back of depreciation and amalgamation. As capital reserve is not created out of the profits, same has not been considered for the
purpose of calculation of Net worth.

* Pursuant to a resolution of our shareholders dated July 16, 2021, each equity share of our Company of face value of % 2 was sub-divided
into 2 equity shares of face value of ® | each. All per share data has been calculated after giving effect to such sub-division in accordance
with principles of Ind AS 33-“Earnings per share”.

@ Borrowings consist of current borrowings as per our Restated Consolidated Financial Statements.

S§ Net Assets Value per equity share (2): Net assets at the end of the respective periods/years divided by number equity shares outstanding at
the end of respective periods/years. Net Assets means total assets minus total liabilities (excluding revaluation reserves).

 

(in & million)

As at period/Fiscal ended
Particulars September 30, September 30, March 31, March 31, — March 31,
2021 2020 2021 2020 2019

Equity share capital (A) 242.44 247.87 247.87 250.46 250.46
Other equity

- Securities Premium (B) a 1,298.87 1,298.87 2,383.28 2,383.28
- General Reserve (C) = : - - -
- Capital Redemption Reserve (D) 8.02 2.59 2.59 - =
- Retained Earnings (E) 8,290.11 7,815.50 9,322.39 7,992.70 6,173.83
- Share based on payment reserve 45.34 34.05 34.76 26.08 12.51
(ESOP) (F)

Total (G) = (B)+(C)+(D)+(E)+(F). 8,343.47 9,151.01 10,658.61 10,402.06 8,569.62
Net worth (H) = (A)+(G) 8,585.91 9,398.88 10,906.48 | 10,652.52 8,820.08

Reconciliation of Net Asset Value per Equity Share

(in % million, except per share data and number of equity shares outstanding)
As at and for the period/Fiscal ended

Particulars September 30, September 30, March 31, March 31, March 31,
2021 2020 2021 2020 2019

Total Assets (A) 14,455.03 14,342.28 16,256.53 15,915.53 13,185.07
Total liabilities (B) 5,861.50 4,935.78 5,342.43 5,255.39 4,357.37)
Net Assets (C) = (A)- 8,593.53 9,406.50 10,914.10 10,660.14 8,827.70:
B)
ae of equity 242,432,254 247,866,598 247,866,598 250,454,840 250,454,840
shares _ outstanding
(D)*
Net asset value per 35.45, 37.95 44.03 42.56 35.25
Equity Share (E) =
(CD)

* Pursuant to a resolution of our shareholders dated July 16, 2021, each equity share of our Company of face value of @ 2 was sub-divided
into 2 equity shares of face value of @ 1 each.

Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated
Financial Statements

There are no qualifications by the Statutory Auditors in their audit reports on the Ind AS consolidated financial
statements as at and for the six months period ended September 30, 2021 and September 30, 2020, and as at and
for the years ended March 31, 2021, March 31, 2020 and March 31, 2019, which have not been given effect to in
the Restated Consolidated Financial Statements.

Summary of outstanding litigation
A summary of outstanding litigation proceedings involving our Company, our Subsidiary, Directors and our

Promoters as on the date of this Prospectus is provided below. As on date of this Prospectus, there are no
outstanding litigations involving our Group Companies, which may have a material impact on our Company.

19
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘Company
By the | Nil Nil Nil Nil 2 Nil
Company
Against the | 3 10 5 Nil 1 240.53
Company

Directors
By the | Nil Nil Nil Nil Nil Nil
Directors
Against the | Nil 3 1 Nil Nil 183.08
Directors

Promoters’
By the | Nil Nil Nil Nil Nil Nil
Promoters
Against the | Nil 3 1 Nil Nil 183.08
Promoters

Subsidiary
By the | 1 Nil Nil Nil 1 2.83
Subsidiary
Against the | Nil Nil 2 Nil Nil Nil
Subsidiary

 

 

 

 

 

 

*To the extent quantifiable.
As on the date of this Prospectus, outstanding litigation involving our Promoters and our Directors pertain to the same litigations.

For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Other Material
Developments” on page 297.

Risk factors

Specific attention of Investors is invited to the section “Risk Factors” on page 27. Bidders are advised to read the
risk factors carefully before taking an investment decision in the Offer.

Summary of contingent liabilities of our Company

A summary table of contingent liabilities as at September 30, 2021, as per Ind AS 37-Provisions, Contingent
Liabilities and Contingent Assets, is set forth below:

Demands/claims by various government authorities and other claims not acknowledged as
debts:

 

 

 

= Commercial sales tax of various states 0.99
= Income tax demands (excluding interest) 155.42
~ Demand for employee state insurance 6.98

 

 

 

 

Related party transactions

Name of Related Parties

i. Subsidiaries:
Manyavar Creations Private Limited - Wholly owned subsidiary
Mohey Fashions Private Limited — Wholly owned subsidiary (ceased to be subsidiary w.e.f. August 20,
2021)

ii. Enterprise controlling the Holding Company:
Ravi Modi Family Trust acting through its trustee, Modi Fiduciary Services Private Limited

20
Pranit Fashions*

0.01

0.00

0.02

0.03

0.01

 

Total

0.44

0.04

0.77

0.46

 

 

Reimbursement of
Expenses

 

Shenayah Retail
Stores Private
Limited

0.10

0.10

0.24

0.30

0.14

 

Vandana Enterprise

0.22

0.10

0.22

 

Pranit Fashions*

0.00

 

Total

0.32

0.20

0.46

0.14

 

 

Security Deposit
Received

 

Shenayah Retail
Stores Private
Limited

0.50

 

Total

0.50

 

 

Corporate social
responsibility
expenditure

 

Manas Foundation

14.95

8.20

38.12

23.10

17.75

 

Total

14.95

8.20

38.12

23.10

17.75

 

 

Advances received

 

Usha Devi Modi

0.10

 

Total

0.10

 

 

Loan taken

 

Ravi Modi

0.02

 

Total

0.02

 

 

Refund of loan
taken

 

Ravi Modi

0.02

 

Total

0.02

 

 

Dividend paid
(excluding taxes)

 

Ravi Modi Family
Trust acting through
its trustee, Modi
Fiduciary Services
Private Limited

374.03

 

Ravi Modi HUF

80.34

 

Ravi Modi

3.49

 

Shilpi Modi

5.49

 

Total

463.35

 

 

Buy back of shares
(excluding taxes)

 

Ravi Modi Family
Trust acting through
its trustee, Modi
Fiduciary Services
Private Limited

2,008.62

657.10

657.10

 

Ravi Modi HUF

431.42

141.14

141.14

 

Ravi Modi

18.73

6.13

6.13

 

Shilpi Modi

29.47

9.64

 

Total

2,488.24

814.01

814.01

 

 

 

 

 

 

 

 

22

 
iii.
during the period/year:

Other related parties and related party relationships with whom transactions have taken place

 

Mr. Ravi Modi — Chairman and Managing Director

Key Managerial Person (KMP)

 

i Modi - Whole- time Director
Devi Modi - Whole- time Director

    

Key Managerial Person (KMP)

Key Managerial Person (KMP) (upto Septemb

 

 

Mr. Ajay Modi- Whole - time Director

Mr. Manish Mahendra Choksi- Independent Director

)
"Key Managerial Person (KMP) (upto September 6, 2021)

Key Managerial Person (KMP) (w.e.f. September 6, 2021)

  

 

_Mr. Tarun Puri- Independent Director

Key Managerial Person (KMP) (w.e.f. September 6, 2021) _

 

Mrs. Abanti Mitra- Independent Director

Key Managerial Person (KMP) (w.e.f. September 6, 2021) _

 

Mr. Dalpat Raj Jain - Chief Financial Officer

Key Managerial Person (KMP) (w.e.f. April 18, 2018 till
December 31, 2020)

 

Mr. Rahul Murarka - Chief Financial Officer

Key Managerial Person (KMP) (w.e.f. May 17, 2021)

 

Mr. Navin Pareek - Company Secretary

Key Managerial Person (KMP)

 

Ms. Kavita Modi

Relative of KMP

 

Mr. Vedant Modi

Relative of KMP

 

ModiFi Investment Services Private Limited (formerly
Dynamic Storage & Retrieval Systems Private Limited)

Enterprises owned or significantly influenced by KMP

 

“Manas Foundation (Trust)

Enterprises owned or significantly influenced by KMP

 

Ravi Modi HUF

Enterprises owned or significantly influenced by KMP

 

Shenayah Retail Stores Private Ltd

Vandana Enterprise

Enterprises owned or significantly influenced by the
relative of KMP

Enterprises owned or significantly
relative of KMP

influenced by the

 

Pranit Fashions

Enterprises owned or significantly
relative of KMP

influenced by the

 

 

Mohey Fashions Private Limited

| Enterprises owned or significantly influenced by the
relative of KMP (w.e.f. August 20, 2021)

 

 

Summary of the related party transactions as per Ind AS 24-Related Party Disclosures, read with the SEBI ICDR
Regulations, derived from the Restated Consolidated Financial Statements, is set forth below:

 

For the period/year ended (@ in million)

 

Particulars” September

September
30, 2021 30, 2020

March 31, 2021 March 31,2020 March 31, 2019

 

Rent expense

 

_ Kavita Modi -

0.24

 

Shilpi Modi -

0.30

 

Total -

0.54

 

 

Sale of products
_ Gincluding taxes)

 

Shenayah Retail 96.67
Stores Private

Limited

6.94

158.88 210.70 195.99

 

| Pranit Fashions 2.46 |

0.68

422, 6.29, 7.76

 

Vandana Enterprise 42.83

5.94

63.82 118.93 110.72

 

Total 141.96 |

13.56 |

226.92 | 335.92 | 314.47

 

 

Rent income
“(including taxes)

 

Mohey Fashions
Private Limited
(w.e.f. August 20,
2021)

 

Total 0.01

 

 

Recovery of
expenses
(including taxes)

 

Shenayah Retail
Stores Private
|_Limited

 

 

 

 

Vandana Enterprise 0.33

 

 

 

 

141 0.45

 

21
Salary to relative
of KMP

Vedant Modi 0.63 = - - :
Total 0.63 - - - -

 

 

 

 

Sale of Subsidiary
Company

Ravi Modi 0.50 : : : :
Shilpi Modi 0.50 : : : :
Total 1.00 Z Z 3 r

 

 

 

 

 

Sale of property,
plant & equipment
ModiFi Investment - - - 0.12 -
Services Private
Limited (formerly
Dynamic Storage &
Retrieval Systems
Private Limited)
Total : - : 0.12 :

 

 

 

 

Commission to
Independent
Director (including
sitting fees)
Mr. Manish 0.21 - - - ze
Mahendra Choksi
Mr. Tarun Puri 0.21 - - - si
Mrs. Abanti Mitra 0.21 - - - =
Total 0.63 : : - -
IPO expense 78.94
recovery from
selling
shareholder
“Amount is below the rounding off norms adopted by the Group.

 

 

 

 

 

 

 

 

 

 

 

 

 

The remuneration of KMP and a relative of KMP of the Group are set out below in aggregate for each of the
categories specified in Ind AS 24 ‘Related party disclosures’:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salary & Allowances*
Ravi Modi 36.88 16.67 59.29 110.28 95.00
Shilpi Modi 30.94 8.33 29.65 50.10 47.50
Usha Devi Modi 0.05 * 5.00 4.00 4.80
Ajay Modi (upto 4.42 4.35 8.55 10.20 9.60
September 6, 2021)

Total Directors’ 72.29 29.35 102.49 174.58 156.90

Remuneration
Dalpat Raj Jain 3 3.86 7.47 12.85 8.90
Navin Pareek 1.13 0.55 1.40 1.50 113
Rahul Murarka (with 2.61 - - - -
effect from May 17,

2021)

Total Other KMP 3.74 441 8.87 14.35 10.03
remuneration

Vedant Modi 0.63 - - = -
Total salary to relative 0.63 < : = :

 

 

23
of KMP

“Salary and allowances excludes Group's contribution towards retirement benefits and employee stock options scheme since those are
ascertained for the Group as a whole.

 

The following are the details of the transactions eliminated on consolidation as per Ind AS 24 read with the SEBI
ICDR Regulations during the period/year ended September 30, 2021, September 30, 2020, March 31, 2021,
March 31, 2020 and March 31, 2019

Transaction by the
Holding Company with
other group companies
Investment in
subsidiary’s equity shares
Manyavar Creations Private - - 200.00 -
Limited

 

 

 

 

Sale of products
(including taxes)
Manyavar Creations Private 93.40 42.81 123.50 538.27 159.92
Limited

 

 

 

Rent income (including
taxes)

Mohey Fashions Private 0.02 0.04 0.07 0.07 0.07
Limited
Manyavar Creations Private 0.03 0.04 0.07 0.07 0.07
Limited

 

 

 

 

Recovery of expenses
(including taxes)

Manyavar Creations Private 071 0.67 2.41 3.00 0.83
Limited
Mohey Fashions Private = - = - 0.00
Limited

 

 

 

 

Reimbursement of
Expenses (Rent, etc)
(including taxes)

Manyavar Creations Private 1.33 071 11.66 29.04 9.05
Limited
Mohey Fashions Private 0.03 = 0.03 0.06 =
Limited

 

 

 

 

Loan given (repayable on
demand)

Manyavar Creations Private 4.00 14.90 14.90 75.00 37.50
Limited

 

 

 

Refund of loan given

Manyavar Creations Private 4.00 - 14.90 112.50 -
Limited

 

 

 

Interest income on loan
given

Manyavar Creations Private 0.00 0.50 0.78 1.60 1.09
Limited*

 

 

 

 

 

 

 

 

 
 

 

 

 

 

 

 

 

 

 

Name of the Promoter/Selling Shareholder Number of Equity Average cost of acquisition per
Shares held Equity Share (in 2)
Promoters
Ravi Modi 1,688,134 0.10
Shilpi Modi 2,656,104 0.10
Ravi Modi Family Trust (acting through its trustee 181,024,186 NIL
Modi Fiduciary Services Private Limited)
Selling Shareholders
Ravi Modi Family Trust (acting through its trustee 181,024,186 NIL
Modi Fiduciary Services Private Limited)
Rhine Holdings Limited 17,459,392 166.27
Kedaara Capital Alternative Investment Fund (AIF) 723,014 166.27

 

 

 

 

* As certified by Singhi & Co Chartered Accountants, by way of their certificate dated February 9, 2022.
Details of pre-IPO placement

The Offer did not comprise of a pre-IPO placement.

Issue of equity shares for consideration other than cash in the last one year

Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the
date of this Prospectus.

Split or consolidation of Equity Shares in the last one year

Except as disclosed below, our Company has not undertaken split or consolidation of its equity shares in the one
year preceding the date of this Prospectus:

Date of Shareholder’s xs
resolution : aoe _
July 16, 2021 Our Company sub-divided the face value of its equity shares from %2 each into Equity Shares

of 21 each. Accordingly, subsequent to such sub-division, 121,216,127 equity shares of 2
each were sub-divided into 242,432,254 equity shares of face value of @ 1 each.

For details, see “Capital Structure — Equity Share capital history of our Company” on page 78.

26
Particulars

Gratuity liabilities
transferred

Manyavar Creations Private
Limited

Sale of property, plant &
equipment

Manyavar Creations Private
Limited

Transaction by Manyavar
Creations Private Limited
with Holding Company

Purchase of traded goods
Rent expense
Reimbursement of expenses
Recovery of expenses
Subscription of share capital
(including securities
premium)

Short term loan taken

Refund of loan taken

Interest on short term loan*
Purchase of property, plant
& equipment

Gratuity liabilities
transferred from
Transaction by Mohey
Fashions Private Limited
with Holding Company
Rent expense

Recovery of expenses

September 30,
2021

93.40
0.03
33
0.71

4.00
4.00
0.00

0.02
0.03

For the period/year ended ( in million)

March 31,
2020

September 30,
2020

42.81
0.04
0.71
0.67

14.90

0.50

“Amount is below the rounding off norms adopted by the Group.

For further details, see “Related Party Transactions” at page 261.

Financing arrangements

March 31, 2021

0.01

123.50
0.07
2.41

11.66

14.90
14.90
0.78
0.01

0.07
0.03

0.05

538.27
0.07
3.00

29.04

200.00

75.00
112.50
1.60

0.05

0.07
0.06

March 31,
2019

159.92
0.07
0.83
9.05

37.50

1.09

0.07

There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company during
a period of six months immediately preceding the date of the Draft Red Herring Prospectus, the Red Herring
Prospectus and this Prospectus.

Weighted average price at which Equity Shares were acquired by each of our Promoters and the Selling

Shareholders in the one year preceding the date of this Prospectus

No Equity Shares were acquired by our Promoters or the Selling Shareholders in the one year preceding the date

of this Prospectus.

Average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders

The average cost of acquisition of equity shares by our Promoters and the Selling Shareholders, as at the date of

this Prospectus, is:

25
SECTION II - RISK FACTORS

An investment in equity shares involves a high degree of risk. Prospective investors should carefully consider all
information in this Prospectus, including the risks and uncertainties described below, before making an
investment in the Equity Shares of the Company.

If any or some combination of the following risks actually occur, our business, prospects, cash flows, financial
condition and results of operations could suffer, the trading price of the Equity Shares of the Company could
decline and prospective investors may lose all or part of their investment. Investors in the Equity Shares of the
Company should pay particular attention to the fact that we are subject to regulations that may differ from one
jurisdiction to other.

We have described the risks and uncertainties that our management believes are material, but these risks and
uncertainties may not be the only ones we face. Some risks may be unknown to us and other risks, currently
believed to be immaterial, could be or become material. To obtain a complete understanding of our business,
prospective investors should read this section in conjunction with the sections “Our Business”, “Management's
Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Information’
beginning on pages 136, 262 and 190, respectively. In making an investment decision, prospective investors must
rely on their own examination of our business and the terms of the Offer, including the merits and risks involved.
Prospective investors should consult their tax, financial and legal advisors about the consequences to them of an
investment in the Equity Shares of the Company.

 

This Prospectus also contains forward-looking statements, which refer to future events that involve known and
unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause the
actual results to be materially different from those expressed or implied by the forward-looking statements. See
“Forward-Looking Statements” on page 15. Unless specified or quantified in the relevant risk factors below, we
are not in a position to quantify the financial or other implications of any of the risks described in this section.
Unless otherwise stated and unless the context otherwise requires, the financial information used in this section
is based on the Restated Consolidated Financial Statements derived from our audited consolidated financial
statements prepared in accordance with Ind AS or Ind AS 34, as applicable, specified under Section 133 of the
Companies Act 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and
restated in accordance with the requirements of Section 26 of Part 1 of Chapter III of the Companies Act, the
SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectus (Revised 2019) (as amended)
issued by the ICAI.

Unless otherwise indicated, industry and market data used in this section has been derived and excerpted from
the Industry Report (the ““CRISIL Report”) prepared and released by CRISIL in September 2021, as updated by
the addendum dated December 2021, who we appointed on June 23, 2021 and which was paid for by us for the
purposes of understanding the industry exclusively in connection with the Offer. Given the scope and extent of
the CRISIL Report, disclosures are limited to certain excerpts and the CRISIL Report has not been reproduced
in its entirety in this Prospectus. There are no material parts, data or information, that have been left out or
changed in any material manner. Unless otherwise indicated, all financial, operational, industry and other
related information derived from the CRISIL Report and included herein with respect to any particular year refers
to such information for the relevant financial year.

Our financial year commences on April 1 and ends on March 31 of the subsequent year, and references to a
particular financial year are to the 12 months ended March 31 of that year. Financial information for the six
months ended September 30, 2020 and 2021 is not indicative of full year results of operations and is not
comparable with the annual financial statements presented in this Prospectus.

INTERNAL RISK FACTORS
Risk Related to Our Business

1. The Offer Price, market capitalization to revenue multiple and price to earnings ratio based on the Offer
Price of our Company, may not be indicative of the market price of the Company on listing or thereafter.

Our revenue from operations and restated profit after tax for Fiscal 2021 was 2 5,648.16 million and =
1,329.03 million and for the six months ended September 30, 2021 was 2 3,598.43 million and 2 984.07
million, respectively and our market capitalization to revenue from operations (Fiscal 2021) multiple is
37.21 times and our price to earnings ratio (based on Fiscal 2021 restated profit after tax for the year) is

27
161.57 at the upper end of the price band. The Offer Price of the Equity Shares has been determined on the
basis of assessment of market demand for the Equity Shares offered through a book-building process, and
certain quantitative and qualitative factors as set out in the section titled “Basis for Offer Price” on page 97
and the Offer Price, multiples and ratios may not be indicative of the market price of the Company on listing
or thereafter.

Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on
the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not
guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market for
the Equity Shares.

Any valuation exercise undertaken for the purposes of the Offer by our Company and the Selling
Shareholders, in consultation with the Book Running Lead Managers, is not based on a benchmark with our
industry peers. The relevant financial parameters based on which the Price Band has been determined, has
been disclosed in the advertisement that would be issued for publication of the Price Band.

The market price of the Equity Shares may be subject to significant fluctuations in response to, among other
factors, variations in our operating results, market conditions specific to the industry we operate in,
developments relating to India, announcements by us or our competitors of significant acquisitions, strategic
alliances, our competitors launching new products or superior products, COVID-19 related or similar
situations, announcements by third parties or governmental entities of significant claims or proceedings
against us, volatility in the securities markets in India and other jurisdictions, variations in the growth rate
of financial indicators, variations in revenue or earnings estimates by research publications, and changes in
economic, legal and other regulatory factors.

2. The cumulative cost of the total number of stores opened by our Company or Franchisees across regions
may not be indicative of the market capitalization of our Company after the Offer as the basis are
independent of each other.

We are the largest company in India in the men’s Indian wedding and celebration wear segment in terms of
revenue, OPBDIT and profit after tax for the Financial Year 2020 (Source: CRISIL Report). We primarily
follow the franchisee model of retailing through our franchise-owned exclusive brand outlets (“EBOs”),
and as of September 30, 2021, we had a retail footprint of 1.2 million square feet covering 535 EBOs
(including 58 shop-in-shops) spanning across 212 cities and towns in India, and 11 EBOs overseas. The
cumulative cost of the total number of stores opened by our Company across regions may not be indicative
of the market capitalization of our Company or Franchisees after the Offer as the basis of determining both
are independent of each other.

3. The COVID-19 pandemic or any future pandemic or widespread public health emergency could adversely
affect our business, results of operations, financial condition and cash flows.

Our business and operations could be adversely affected by health epidemics, including the ongoing
COVID-19 pandemic, that affects the markets and communities in which we, our franchisees and suppliers
operate, and our customers are located.

Since first being reported in December 2019, the outbreak of COVID-19 has spread globally and the virus
has mutated several times, though the vaccines developed have generally reduced infection rates and
fatalities. The COVID-19 pandemic has had, and any future pandemic or widespread public health emergency
could have, repercussions across regional and global economies and financial markets. The outbreak of
COVID-19 in many countries and regions, including India, has significantly and adversely impacted
economic activity and has contributed to significant volatility and negative pressure in financial markets. The
outbreak of COVID-19 may cause a prolonged global economic crisis, recession or depression, despite
monetary and fiscal interventions by governments and central banks globally.

The global impact of the COVID-19 pandemic has been rapidly evolving and public health officials and
governmental authorities have responded by taking measures, including in India, where a significant majority
of our operations are based, such as prohibiting people from assembling in large numbers, instituting
quarantines, restricting travel, issuing “stay-at-home” orders and restricting the types of businesses that may
continue to operate, among many others. On March 14, 2020, India declared COVID-19 as a “notified
disaster” for the purposes of the Disaster Management Act, 2005 and imposed a nationwide lockdown from
March 25, 2020, which has also impacted business activities across the industry in which we operate. During

28
that period, we took various precautionary measures to protect our employees and their families from
COVID-19. The nationwide lockdown lasted until May 31, 2020, and has since been extended periodically
in varying degrees by state governments and local administrations. The lifting of the lockdowns across
various regions had been regulated with limited and progressive relaxations being granted for movement of
goods and people in other places and calibrated re-opening of businesses and offices. Similarly, we resumed
our business activities on a gradual basis in line with the prevailing guidelines issued by the governmental
authorities at that time. During that period, we assessed the impact of the COVID-19 pandemic on our
business operations and considered all relevant internal and external information available up to March 31,
2020, in determination of the recoverability and carrying value of property, plant and equipment, goodwill,
other intangible assets, and in relation to other financial statement captions. The impact of COVID-19
pandemic on the overall economic environment being uncertain at that time may have affected the underlying
assumptions and estimates used in respect of our financial statements for the Financial Year 2020.

Recently, from March 2021 onwards, due to a “second wave” of increases in the number of daily COVID-
19 cases, several state governments in India re-imposed lockdowns, curfews and other restrictions to curb
the spread of the virus. This “second wave” and its associated lockdowns have affected us in terms of
reducing our sales, revenues and store expansion plans, as well as disrupting our supply chains. We have
monitored and are monitoring the situation closely and is operating its activities with the required workforce
as permitted by governmental authorities. As a result of the detection of new mutated strains and subsequent
waves of COVID-19 infections in several states in India as well as throughout various parts of the world, it
is anticipated that we may be subject to further reinstatements of lockdown protocols or other restrictions,
which may adversely affect our business and operations.

There remains significant uncertainty regarding the duration and long-term impact of the COVID-19
pandemic, as well as possible future responses by the Government of India, which makes it difficult for us to
predict with certainty the impact that the COVID-19 pandemic will have on our business, results of
operations, financial condition and cash flows in the future.

However, the COVID-19 pandemic has affected and may continue to affect our business, financial condition,
results of operations and cash flows in a number of ways such as:

© government measures related to the COVID-19 pandemic include restrictions on holding large-scale
weddings and celebrations (including festivals), travel and business operations, and advising or requiring
individuals to limit their time outside of their homes, thereby affecting customer demand for our
products, resulting in a significant decrease in the number of customers that visit our physical stores to
purchase our products, as well as a decrease in revenue from operations from % 9,155.49 million for the
Financial Year 2020 to % 5,648.16 million for the Financial Year 2021 (although our revenue from
operations increased from 2717.05 million for the six months ended September 30, 2020 to
% 3,598.43 million for the six months ended September 30, 2021), while we continued to incur costs for
operating and maintaining our offline retail presence (for stores where we are the tenant), such as rent,
as well as other fixed expenses such as administrative expenses, office and warehouse maintenance
expenses, employee costs and other fixed costs;

 adecrease in our profit for the year from % 2,366.37 million in Financial Year 2020 to 1,329.03 million
in Financial Year 2021, primarily due to a decrease in our revenue from operations;

¢ causing disruptions to our supply chains (such as our ability to procure raw materials), reducing our
ability to fulfil orders in a timely manner, disrupting the efficient operation of our warehouses and
jobbers’ manufacturing operations, affecting the ability of our delivery partners to make deliveries or of
our sellers to initiate the delivery due to various restrictive measures imposed by governmental
authorities;

© our stores, our office and our warehouse were not operating during the lockdowns, or were operating
under the applicable restrictions, which included modifying our operations and adjusting our services;
for example, our fulfilment and delivery operations require social distancing measures and system-wide
use of personal protective equipment; shopping malls, in which certain of our franchisee-owned EBOs
or LFSs that sell our products were operating, were also closed during the lockdowns and operating
under restrictions as imposed thereafter. We received rent concession on lease arrangements, for which
right of use assets have been recognised in accordance with Ind AS 116, aggregating to % 71.65 million,
% 338.97 million and 2 248.72 million for the six months ended September 30, 2021, Financial Year
2021 and the six months ended September 30, 2020, respectively;

29
© a decrease in our trade receivables by = 108.14 million from Financial Year 2020 to Financial Year
2021, primarily due to a decrease in our revenue from operations; and

e disruptions to our expansion plans, including for opening new stores, due to lockdowns and restrictions,
as well as the poor economic environment and consumer confidence.

Our management has made an initial assessment, based on the current situation of the likely impact of the
COVID-19 pandemic on the overall economic environment and us, in particular, and based on which it does
not expect further reduction in demand of our products and any challenge in our ability to continue as a going
concern or meeting our financial obligations or in the recoverability and carrying value of our property, plant
and equipment, goodwill, other intangible assets, and other financial statement captions. The above
evaluations are based on information available till date, which is very dynamic and subject to uncertainties
that the COVID-19 pandemic might pose on economic recovery.

Our Statutory Auditor has included emphasis of matter in their reports on our Ind AS consolidated financial
statements for Financial Years 2020 and 2021, as well as for the six months ended September 30, 2021 and
September 30, 2020, in relation to possible consequential implications on our operations on account of
COVID-19, which did not give rise to modifications. We cannot assure you that our Statutory Auditor’s
observations for any future fiscal period will not contain a similar emphasis of matter in the report on our
financial statements and that such matter will not otherwise affect our results of operations.

The full extent to which the COVID-19 pandemic, or any future pandemic or widespread public health
emergency, impacts our business, financial condition and results of operations is uncertain. Such effects will
depend on numerous evolving factors that we may not be able to accurately predict, including the scope,
severity, and duration of the pandemic; actions taken by governments, businesses and individuals in response
to the pandemic; the effect on customer demand for and ability to pay for our products; the impact on our
capital expenditure and product development projects; disruptions or restrictions on our employees’,
franchisees’, jobbers’ and suppliers’ ability to work, operate and travel as well as their business continuity
plans; and any extended period of remote work arrangements. While we do not expect significant further
reductions in the demand of our products, we continue to closely monitor developments relating to the
COVID-19 pandemic and the effects they have on future economic conditions and on our business and
operations closely. Any intensification of the COVID-19 pandemic or any future outbreak of another highly
infectious or contagious disease may materially and adversely impact our business, financial condition,
results of operations and cash flows.

Further, as much as COVID-19 adversely affects our business and results of operations, it may also have the
effect of exacerbating many other risks described in this “Risk Factors” section, such as “~ Internal Risk
Factors — Risks Related to Our Business — Any failure to procure adequate amounts of raw materials, finished
goods, accessories and packing materials of the requisite quality at competitive prices in a timely manner
may adversely affect our business, results of operations and financial condition.” on page 37. See also
“Management's Discussions and Analysis of Financial Condition and Results of Operations ~ Significant
Factors Affecting our Results of Operations — Current COVID-19 Pandemic” on page 268.

Our business is highly concentrated on Indian wedding and celebration wear and vulnerable to variations
in demand, as well as changes in consumer preferences which could have an adverse effect on our
business, results of operations and financial condition.

Our business is currently highly concentrated on a single discretionary product category — Indian wedding
and celebration wear. Our sales of Indian wedding and celebration wear are dependent on a number of factors,
and may decline as a result of increased competition, regulatory action, pricing pressures or fluctuations in
the demand for or supply of our products and other factors outside our control. In particular, our business is
characterized by rapidly-changing customer preferences. Our results of operations are dependent on our
ability to attract customers by anticipating, gauging and responding to such changes in customer preferences,
and design new attires and accessories or modify our existing products in line with changes in fashion trends
as well as customer demands and preferences. For our mid-premium and premium celebration wear brands
in particular, we believe that continued increases in their sales largely depend on customers continuing to
demand superior quality of products. The number of customers demanding mid-premium and premium
Indian wedding and celebration wear may not continue to increase, or our customers may not consider our
premium celebration wear preferable to the alternatives. In the longer term, consumer attitudes towards
Indian wedding and celebration wear may change, such as the younger generations of people in India
becoming less likely to purchase and wear Indian wedding and celebration wear, or host the types of

30
weddings, celebrations and other functions at which such celebration wear are worn, leading to decreased
demand for our products. If we are unable to anticipate, gauge and respond to changing customer preferences
or fashion trends, or if we are unable to adapt to such changes by modifying our existing products or launch
new products on a timely basis, we may lose or fail to attract customers. A decline in demand for our products
or a misjudgment on our part could lead to increased market acceptance of our competitors’ products or may
result in the substitution of our products in the market, which could lead to us having lower sales and excess
inventories. This may render us unable to support new growth platforms and cause a decline in our revenues
and profits, which would adversely affect our business, results of operations, financial condition and cash
flows.

Demand for Indian wedding and celebration wear is dependent on the frequency and volume of weddings,
festivals and other celebrations. We are affected by seasonal variations, which may cause our revenues to
vary between different quarters in a financial year. Seasonal variations include the peak wedding season in
India as well as other celebrations and festival events. Therefore, our results of operations and cash flows
across quarters in a financial year may not be comparable and any such comparisons may not be meaningful,
or may not be indicative of our annual financial results or our results in any future quarters or periods.

Our business prospects depend on the strength of our key brands, and any failure to maintain or grow
sales of our products could adversely affect our business.

We have three distinctive brands in the men’s ethnic and celebration wear market, Manyavar, Twamev and
Manthan, a women’s ethnic and celebration wear brand, Mohey, as well as a regional heritage brand catering
to the entire family, Mebaz. Our brand names, images and recognition are key factors in customers’ decision-
making of purchasing ethnic and celebration wear, and thus are critical to maintaining and expanding our
customer base. We have leveraged the strength and image of our brands to grow and scale our operations.
By owning multiple brands catering to the Indian wedding and celebration wear market and operating each
brand within the same omni-channel network, we are able to up-sell and cross-sell our products through our
existing retail channels. We cannot assure you that we will be able to successfully maintain or enhance the
recognition and reputation of any of our brands and any inability to do so may adversely affect our business
and competitiveness.

Among our existing brands, a significant portion of the Sales of our Customers is derived from the sale of
products under our Manyavar brand. Our Manyavar brand contributed to 2 9,354 million, = 10,357 million,
% 7,041 million and 2 3,900 million, representing 82.38%, 81.86%, 84.20% and 82.51% of the Sales of our
Customers for the Financial Years 2019, 2020 and 2021 and the six months ended September 30, 2021,
respectively. Additionally, we rely on the strong brand recall and established presence of our Manyavar brand
to introduce our customers to our emerging brands such as Twamev and Mohey. While our other brands have
experienced growth, if the brand image, reputation or brand recall of our Manyavar brand weakens, or our
Manyavar brand experiences reduced sales for any reason, including the aforementioned risks, our business
and results of operations may be adversely affected.

We intend to continue to enhance the brand recall of our attires and accessories through the expansion of our
footprint of our franchisee-owned EBOs, multi-brand outlets (“MBOs”) and large format stores (“LFSs”) as
well as the use of targeted marketing initiatives such as digital and social media marketing campaigns,
television, advertisements in multiplexes, billboards and live events. Our marketing strategies rely on subtle,
underlying core messages based on shared values and are focused on traditional Indian values and cultures.
Our messages are contained in distinctive marketing, advertising and customer engagement initiatives. In
particular, part of our brand-building is also, and continues to be, driven by celebrity endorsements. In this
regard, our relationships with our celebrity endorsees may be discontinued on account of various factors,
including endorsing our competitor brands, which may impact our brand recognition. Many factors, some of
which are beyond our control, are important in maintaining and enhancing our brand recall, including
maintaining or improving customer satisfaction and the popularity of our products and increasing brand
awareness through brand building initiatives, especially with respect to our emerging brands, the new
products we launch or in geographic markets where we intend to expand our operations. Maintaining and
enhancing our brands may require us to make substantial investments and incur substantial expenses in many
areas including product design, marketing, advertising, e-commerce, community relations and employee
training. For the Financial Years 2019, 2020 and 2021 and the six months ended September 30, 2020 and
2021, our advertisement, publicity and sales promotion expenses were % 666.67 million, = 693.52 million,
% 272.15 million, % 76.15 million and % 113.36 million, or 8.33%, 7.57%, 4.82%, 10.62% and 3.15% of our
revenue from operations, respectively.

 

31
Our investments in marketing our brands may not be successful, and our results of operations would also
suffer if such investments and initiatives are not appropriately timed with market opportunities or are not
effectively brought to market. We anticipate that, as our business continues to expand through entering new
markets and launching new designs and attires, and as the market becomes increasingly competitive,
maintaining and enhancing our brands may continue to take significant effort and be a significant cost for us.
Consumers in new markets may be less compelled by our brand image as compared to consumers in our
existing markets, and thus may be less willing to purchase our products. If our marketing initiatives fail to
yield the intended results, or we fail to maintain or enhance our brand recognition and reputation or increase
positive awareness of our products, or the quality of our products declines, our business and prospects may
be adversely affected.

Our brands may also be adversely affected if our public image or reputation is tarnished by negative publicity.
In addition, ineffective marketing, product diversion to unauthorized distribution channels, product defects,
counterfeit products, unfair labor practices, failure to protect the intellectual property rights in our brand and
other factors may threaten the strength of our brands and could rapidly and severely diminish consumer
confidence in us. Maintaining and enhancing our brands will depend largely on our ability to retain our
leadership position in the Indian wedding and celebration wear market, and that our range of products is of a
high quality. We cannot assure you that the quality of our products will be maintained or enhanced. For our
retail stores, we have established certain quality control policies, but as the majority of our franchisee-owned
EBOs and all of our MBOs and LFSs are operated by franchisees and third-parties, we have limited control
over their actions and practices. If these franchisees or third-parties fail to perform their obligations under
their relevant agreements with us, take inappropriate, uncivil or other actions damaging our brand and
reputation, deal improperly with customers or fail to comply with our policies and procedures and relevant
laws and regulations with respect to the operations of the stores, this could adversely affect our reputation
and sales. Any of the above factors could adversely affect our business and results of operations.

If any new products or brands that we launch are not as successful as we anticipate, our business, results
of operations and financial condition may be adversely affected.

In Financial Years 2019 and 2020, we launched two new brands, Manthan (large scale operations commenced
following a refreshed launch) and Twamey, respectively and in Financial Year 2021, in response to the
COVID-19 pandemic, we launched face masks, a new product category which generated a negligible amount
of revenue. Through our brands, Mohey, Twamev and Manthan, we continue to introduce a wide range of
attires and accessories in the Indian wedding and celebration wear market. These also include lehenga and
sarees under our Mohey brand, premium offerings for men under our Twamev brand, as well as value
offerings for men under our Manthan brand. To expand our product range and price spectrums, we intend to
grow our three emerging brands, and may also launch additional brands. However, we cannot assure you that
any new products or brands that we develop or launch will accurately reflect the prevailing fashion trends or
be well-received by our customers and the market, within the anticipated timeframe or at all, or that we will
be able to recover costs incurred in developing these products and brands, or earn adequate profits and profit
margins. If any of our Mohey, Twamev and Manthan brands, or the products and brands that we may launch
in the future are not as successful in gaining market acceptance as we anticipate, our brand image and
reputation may be affected, contrary to our projections or future growth expectations, which could adversely
affect our business, results of operations and financial condition. Further, the launch of any new brands or
any future expansion to our product offerings may place a strain on our management, operational and
financial resources, as well as our information systems, which could also adversely affect our business.

A significant portion of the Sales of our Customers are by our franchisee-owned EBOs. Our inability to
maintain, renew or enhance relationships with our franchisees could adversely affect our business, results
of operations and financial condition.

A majority of our Company’s EBOs are owned and operated by our franchisees, and such franchisee-owned
EBOs’ contribute to a significant portion of our sales. As of September 30, 2021, we have over 300
franchisees and a total of 546 EBOs (including 58 shop-in-shops and 11 international stores) globally, spread
over an aggregate retail floor space of approximately 1.2 million square feet in 212 cities and towns in India
and 8 cities internationally. We also replaced a number of existing stores with new stores in the same or a
nearby location for a range of reasons, including for upgradation, a change in location, or a change in store
size. The table below sets out the number of franchisee-owned EBOs that we opened and closed (including
replacement stores) in the Financial Years 2019, 2020, 2021 and the six months ended September 30, 2021:

32
Ce eee Franchisee-owned EBOs closed

Year / Period opened (including (including replacement stores)
replacement stores)

Financial Year 2019 84 (including 3 replacement 26 (including 9 replacement stores)
stores)

Financial Year 2020 75 (including 11 replacement 26 (including 10 replacement stores)
stores)

Financial Year 2021 33 (including 10 replacement | 34 (including 14 replacement stores)
stores)

Six months ended September | 19 (including 6 replacement 12 (including 2 replacement stores)

30, 2021 stores)

In Financial Years 2019, 2020 and 2021 and the six months ended September 30, 2021, 92.20%, 91.14%,
90.14% and 88.09% of the Sales of our Customers, respectively, was generated by our franchisee-owned
EBOs. As of September 30, 2021, 73% of our franchisees have been with us for three or more years.

Our sales derived from franchisee-owned EBOs depend on our ability to retain existing and attract new
franchisees on terms acceptable to us. Our agreements with our franchisees are renewable on terms mutually
agreed between the franchisee and us. With each franchisee, we typically enter into one of two possible types
of arrangements, where: either (i) the franchisee is responsible for all of the store-related costs; or (ii) we are
responsible for the rental expenses of the EBO, but not other store-related costs. See “Our Business — Our
EBO distribution model” on page 141. For the latter type of arrangement, an increase in the rental costs may
render the EBO and franchise agreement unprofitable for us, and we may seek to close the EBO and terminate
the franchise agreement. Though our ability to terminate our arrangements with certain franchisees and close
the relevant EBOs may be limited by the terms of our agreements with them. We cannot assure you that we
will be able to successfully renew our existing franchise agreements upon expiry, on acceptable terms or at
all. Furthermore, if we fail to maintain our relationships with our existing franchisees and are unable to attract
new franchisees, or if we elect to terminate the relationships with one or more of our franchisees as a result
of their breach of our franchise agreements, our ability to effectively sell our products in a given region could
be negatively impacted, adversely affecting our results of operations and brand image in that particular
region. If a franchisee is unable to pay for the quantity and price of inventory they have purchased from us,
or is adjudged bankrupt or insolvent, we may also terminate the franchise agreement with them. Our inability
to find suitable replacements may adversely affect our business, results of operations and prospects.

For our franchisee-owned EBOs, certain franchisees contribute significantly to our total sales of products.
Our five largest franchisees by revenues accounted for 36%, 33%, 27% and 31% of Sale of our Customers
for the Financial Years 2019, 2020 and 2021 and the six months ended September 30, 2021, respectively. All
our subsisting contractual agreements with our five largest franchisees by revenues are valid until termination
by us, as franchisor. Some of our agreements with our five largest franchisees (in terms of contribution to
our revenue) are terminable by us by providing 15 or 30 days’ notice, as specified in the respective
agreements, on various grounds, including breach, non-payment, willful misconduct or breach of permitted
use of licensed property by the franchisee. Some of the other agreements are terminable (i) by either party
providing 15 days’ or 30 days’ notice, as specified in the respective agreements, on various grounds,
including insolvency of either party or on revocation of applicable government approvals, or (ii) by us by
providing one month’s notice to the franchisee on various grounds, including the franchisee’s non-
compliance with our directions, on breach of the terms of the agreement by the franchisee or the poor
performance of the franchisee. The loss of any of our key franchisees may have an adverse effect on our sales
and consequently on our business, results of operations and financial condition.

Lastly, our business model entails that we and our franchisee-owned EBOs aim to deliver an aristocratic yet
seamless purchase experience to our customers through aesthetic franchisee-owned exclusive brand stores.
While we focus on ensuring that such an enhanced retail experience is provided to our customers, we cannot
assure you that each EBO will consistently be able to provide such an experience, and the lack of such quality
service could adversely affect our brands and business.

Other than designing of our products, we rely on outsourcing a significant proportion of our production
processes and activities to third-parties, without exclusivity arrangements. Any inability to obtain sufficient
quantities of attires and accessories of the requisite quality in a timely manner and at acceptable prices,
or a slowdown, shutdown or disruption in such third parties’ operations and performance, could adversely
affect our business, results of operations and financial condition.

33
For a large portion of our attires and accessories, we engage third-party manufacturers (“jobbers”) to
manufacture such products on our behalf. These jobbers perform the different stages of the manufacturing
process, including cutting, embroidery, stitching and finishing, with the final products sold by us under our
brands. We rely on our jobbers and vendors to provide us with an uninterrupted supply of our products.
However, we cannot assure you that they may do so in a timely manner, or if at all. While we have long-term
relationships with certain major jobbers and many of our jobbers only work for us, they may decide not to
accept our future orders on the same or similar terms, or at all. We have subsisting service contracts with
some of our major jobbers (on the basis of total job charges), which are terminable by us on various grounds
specified in such contracts. We may face the risk of our competitors offering our jobbers better terms, which
may cause them to cater to our competitors alongside, or even instead of us. They may discontinue their work
on short notice and our production process may be stalled or hindered due to this. Conversely, due to
increased customer demand for our products, we may need to obtain more products from more jobbers, and
any inability to do so may render us unable to execute our growth strategy. While there have been certain
instances of failures by jobbers in the ordinary course of business in the last three financial years, there has
been no material impact on the business or results of operations of the Company due to such occurrences.

Our jobbers’ manufacturing facilities may be subject to operating risks, such as performance below expected
levels of efficiency, excessive wastage of raw materials, delays in production of attires and accessories,
decrease in quality of products made, labor disputes, natural disasters, industrial accidents, interruptions in
power supply and statutory and regulatory restrictions. Any non-compliance by our jobbers with the
applicable laws which may result in a shutdown of their facilities, could result in the delay or non-availability
of the delivery of our products, as well as negative publicity which in turn may adversely affect our brand
image. Lost sales or increased costs arising from such disruptions may not be recoverable under our existing
insurance policies. In Financial Years 2019, 2020 and 2021 and the six months ended September 30, 2021,
the aggregate of job charges of our five largest jobbers (on the basis of total job charges paid / payable to
them) accounted for 37.2%, 33.7%, 39.5% and 39.4% of our total job charges, respectively. See “— Internal
Risk Factors — Risks Related to Our Business — Our insurance coverage may not be sufficient or adequate
to cover our losses or liabilities. If we suffer a large uninsured loss or if we suffer an insured loss that
significantly exceeds our insurance coverage, our financial condition and results of operations may be
adversely affected” on page 49 and “Our Business — Insurance” on page 154. Additionally, prolonged
business disruptions could result in a loss of customers. If we are unable to make available our products in a
prompt manner across our stores across India, our business, results of operations and financial condition may
be adversely affected.

In addition, while we visit certain jobbers’ manufacturing locations to inspect their production process as part
of our quality control policies, we cannot ensure that the products they supply us will be of satisfactory quality
and adhere to our quality control policies and guidelines. See “—IJnternal Risk Factors — Risks Related to
Our Business — Any failure in our quality control processes may damage our reputation, and adversely
affect our business, results of operations and financial condition. We may face reputational harm or
proceedings if the quality of our products does not meet our customers’ expectations.” on page 35. Any
defects in the products they supply could expose us to product liability or damage our reputation and reduce
demand for our products. If our jobbers perform unsatisfactorily, substantially reduce their volume of supply,
substantially increase their prices or terminate their business relationship with us, the cost and time required
to manufacture our products would increase. We may also need to replace jobbers or take other remedial
actions. Any deficiency in the quality of products that our jobbers supply to us may adversely affect our
business, financial condition and results of operations.

Further, we provide the designs of our products to our jobbers and vendors at various stages of the design
and manufacturing process. As we do not have direct operational control over our jobbers, if any of them are
involved in unauthorized production using our designs or our brands, or other misappropriation of trade
secrets, our reputation, business and result of operations may be adversely affected.

We rely upon third-party logistics providers at various stages of our supply chain, such as transporting
materials from our suppliers to our warehouse, and finished attires and accessories from our warehouses to
our stores or directly to buyers. Our suppliers are responsible for the former, whereas we are responsible for
the latter. Our reliance on such third-party logistics providers may increase as we expand our retail operations
and warehouses. We cannot assure you that third-party logistics providers will be able to fulfil their
obligations under such agreements entirely, in a manner acceptable to us, or at all. They may be affected by
transport strikes, labour shortages or labour disagreements in the transportation or logistics industry or long
term disruption in the national and international transport infrastructures, which may affect our delivery

34
schedules. If we are unable to secure alternate transport arrangements in a timely manner and at an acceptable
cost, our business, results of operations and financial condition may be adversely affected.

9. Our inability to identify and retain skilled third-party suppliers, vendors and manufacturers for various
parts of our production or procurement processes may adversely affect our business, financial condition
and results of operations.

We outsource various parts of our production processes to jobbers, obtain finished products from vendors,
and procure raw materials from suppliers. See “— Internal Risk Factors — Risks Related to Our Business —
Other than designing of our products, we rely on outsourcing a significant proportion of our production
processes and activities to third-parties, without exclusivity arrangements. Any inability to obtain sufficient
quantities of attires and accessories of the requisite quality in a timely manner and at acceptable prices, or
a slowdown, shutdown or disruption in such third parties’ operations and performance, could adversely
affect our business, results of operations and financial condition.” on page 33. In this regard, the success of
our outsourced processes depends heavily on the consistency and reliability of our third-party suppliers’ and
contractors’ performance. We cannot assure you that we will be able to identify and retain such third-party
suppliers and manufacturers in a timely manner and on terms favorable to us. Conversely, the acts of the
third-party suppliers or contractors we retain may expose us to loss, damage or liability. See “— Internal Risk
Factors — Risks Related to Our Business — Any failure in our quality control processes may damage our
reputation, and adversely affect our business, results of operations and financial condition. We may face
reputational harm or proceedings if the quality of our products does not meet our customers’ expectations.”
on page 35. If the scale of our business operations expands, or we enter into new markets, we may need to
engage new third-party suppliers, vendors and manufacturers, with whom we may be unfamiliar. Our
inability to identify and retain third-party suppliers and manufacturers could adversely affect our business,
financial condition and results of operations.

  

10. Our warehouse, factory and a majority of our jobbers are exclusively based in a single geographical
region. This may expose our manufacturing processes and our supply chain to regional risks, which may
adversely affect our business, financial condition and results of operations.

Our warehouse, factory and a majority of our jobbers are exclusively based in a single geographical region
in and around Kolkata, West Bengal, India, and we depend on our jobbers for a significant portion of the
manufacturing processes of our products. Our warehouse acts as a facility for storage and onward delivery
of our merchandise across the country. The geographical concentration of our warehouse, factory and our
jobbers renders our operations more susceptible to regional risks and any adverse changes and events
occurring in or around the region. Adverse changes and events that may impact our operations may include
disruptions to infrastructure and services (such as supplies, transportation and utilities for our facilities),
significant natural disasters and man-made incidents, political agitations and workforce disruptions, as well
as changes in the general economic conditions, the regulatory environment and local government policies. In
particular, incidents of fire, damage to, or inability to access, our warehouse, our factory or manufacturing
facilities of our jobbers, or other issues preventing the normal operation of those facilities could hinder the
manufacturing or distribution of our products. In such case, we may need to utilize alternative facilities to
manufacture our products. However, we may not be able to do so in a timely manner, or at all. While we
have not experienced any such disruptions in the past, we cannot assure you that we will be able to effectively
manage any potential losses arising from any such events, which may adversely affect our business, financial
condition and results of operations. See also “~ Internal Risk Factors — Risks Related to Our Business — Other
than designing of our products, we rely on outsourcing a significant proportion of our production processes
and activities to third-parties, without exclusivity arrangements. Any inability to obtain sufficient quantities
of attires and accessories of the requisite quality in a timely manner and at acceptable prices, or a slowdown,
shutdown or disruption in such third parties’ operations and performance, could adversely affect our
business, results of operations and financial condition.” and “~ Internal Risk Factors — Risks Related to Our
Business — Our operations could be adversely affected by labour shortages, strikes, work stoppages or
increased wage demands by our employees or any other kind of disputes with our employees.” on pages 33
and 36 respectively.

11. Any failure in our quality control processes may damage our reputation, and adversely affect our business,
results of operations and financial condition. We may face reputational harm or proceedings if the quality

of our products does not meet our customers’ expectations.

Our products may contain quality issues or undetected errors or defects, especially when first introduced or
when new products are developed, resulting from manufacturing defects and negligence in storage or

35
12.

13.

handling of our products or other raw materials. We set internal quality standards, including consistent
definitions of defects to be detected. Our dedicated quality control teams perform quality control processes
for raw materials such as fabrics and finished goods, which we track, including regular inspections of our
jobbers and before our products leave our warehouse. However, given the high volume of raw materials and
scale of production of finished goods, we are not able to inspect every single item or all of our jobbers
locations, and may rely instead on selective methods such as sampling. We cannot assure you that our quality
standards will be adhered to, and if they are not, that our quality control processes and inspections will
accurately detect all deficiencies in the quality of our products at all times before such products reach the
customers. We have, from time to time, due to quality defects, exchanged or accepted returns of products
sold to our customers, or otherwise, in accordance with our exchange and returns policy. In the event the
quality of our products is not in accordance with our standards or our products are defective, our customers
may return our products, we may be required to recall or exchange such products at additional cost to us and
our reputation may be impacted.

Any deficiencies in the quality of our products may cause adverse reactions to users of such products, such
as inflammation of skin. This may expose us to product liability claims and legal proceedings brought against
us by various entities, including customers, EBOs, MBOs, LFSs and online retailers. We cannot assure you
that we will not experience any material product liability losses in the future or that we will not incur
significant costs to defend any such claims. See “— Internal Risk Factors — Risks Related to Our Business
— Our insurance coverage may not be sufficient or adequate to cover our losses or liabilities. If we suffer a
large uninsured loss or if we suffer an insured loss that significantly exceeds our insurance coverage, our
financial condition and results of operations may be adversely affected” on page 49. Product liability claims,
successful or otherwise, may adversely affect our reputation, brand image and sales. Our inability to avoid
or defend product liability claims may adversely affect our business, results of operations and financial
condition.

Our operations could be adversely affected by labour shortages, strikes, work stoppages or increased wage
demands by our employees or any other kind of disputes with our employees.

Our operations and supply chain could be adversely affected by labour shortages, increased labour costs or
work stoppages by our employees, those of our franchisees, our jobbers and our suppliers. We believe that
such personnel are critical to maintaining our competitive position. In the event of labour shortages, we, our
franchisees, our jobbers and our suppliers may have difficulties recruiting or retaining employees or may
cause us to incur additional costs and result in delays or disruption to our production and sales. Any failure
to attract qualified personnel at reasonable cost and in a timely manner could reduce our competitive
advantages relative to our competitors and undermine our ability to expand. To sustain our operations and
relations with our jobbers and vendors, we may need to increase the wages paid to them, and as we do not
maintain long-term fixed-price contracts with our jobbers or suppliers, the price we pay for their services
may increase due to increased labour costs incurred by them. If we are not able to pass on the increased
labour costs to our customers, our business and results of operations may be adversely affected.

Any labour unrest directed against us, our franchisees, our jobbers or our suppliers could directly or indirectly
prevent or hinder our normal operating activities (including at our warehouse) and we cannot assure you that
any disruptions in work due to strikes, wage disputes or other problems with the work force will not arise in
the future. Further, the imposition of new laws, rules and regulations in such area could also adversely affect
our operations. These actions are very difficult for us to predict or control and any such event could adversely
affect our business, results of operations and financial condition.

Our business depends on the timely and continual purchases of and payments for our products by our
franchisee and retailing vendors, both in the short and long term. Their delay or failure to do so may
adversely impact our business, cash flows and results of operations.

We sell our finished goods to our franchisee-owned EBOs, MBOs and LFSs, who then sell the products to
end-consumers. As we derive a significant proportion of our sale of products from our franchisee-owned
EBOs, we depend on them being able to continue selling our products in the requisite quantities, at the
stipulated prices and in a timely manner. We extend credit to our franchisee-owned EBOs, MBOs and LFSs
in respect of products sales, and thus face the risk of uncertainty in receiving outstanding amounts. We have
credit periods for both our franchisee-owned EBOs and MBOs and LFSs. We cannot assure you that we
would be able to accurately assess the creditworthiness of our franchisee and retailing vendors. Further,
macroeconomic conditions, which are beyond our control, could also result in financial difficulties for our
franchisee and retailing vendors, including limited access to the credit markets, insolvency or bankruptcy.

36
Limited consumer demand may also impact their cash flows and ability to purchase products from us. See
“— Internal Risk Factors — Our growth and profitability depend on the level of consumer confidence and
spending in India and the other jurisdictions in which we operate.” on page 41. Such conditions could cause
our counterparties to delay payment, request modifications to their payment terms, or default on their
payment obligations to us, all of which could increase our trade receivables and/or write-offs of trade
receivables, as well as our cash flows. While there have been no past instances in the last three financial years
of the Company modifying payment terms outside the ordinary course of business which had a material
impact of the Company’s business or results of operations, we cannot assure that such instances may not
occur in the future.

For the financial years 2019, 2020 and 2021 and the six months ended September 30, 2020 and 2021, our
bad debts / advances written off were 2 0.82 million, = 3.22 million, 2 4.20 million, % 0.01 million and
% 1.30 million, constituting 0.02%, 0.09%, 0.12%, 0.00% and 0.03% of our trade receivables, respectively.
If our franchisee and retailing vendors are unable to purchase our finished products, or are unable to pay us
at all or in a timely manner, our cash flows and results of operations may be adversely affected.

Further, our franchisee-owned EBOs, MBOs and LFSs have access to confidential information relating to
our business model and strategy and customer information in connection with all sales made by them. While
the agreements and arrangements (as applicable) we have with such franchisee and retailing vendors
generally provide for protection of confidential information, we cannot assure you that such vendors will
comply with the terms of such agreements and arrangements and keep such information confidential. While
we may be entitled to legal recourse against our franchisees, stores and vendors under such agreements for
breaches of confidentiality, any such non-compliance by the franchisee and retailing vendors may be costly
or irreversible and adversely affecting our business, financial condition, cash flows and results of operations.

14, Any failure to procure adequate amounts of raw materials, finished goods, accessories and packing
materials of the requisite quality at competitive prices in a timely manner may adversely affect our
business, results of operations and cash flows.

We depend on third-party suppliers for raw materials used in the manufacture of our products and for finished
goods, accessories and packing materials for our products. Our manufacturing operations require a sufficient
and stable supply of raw materials. However, the amount of raw materials we procure may fluctuate from
time to time. Although we have a portal which sends out our purchase orders to all our raw materials
suppliers, they may, individually or collectively, fail to provide us with the amounts of raw materials that we
need. Such failure may result from disruptions of their manufacturing operations or supply and transportation
chains, financial hardships, or losses, damage or delays due to accidents and natural disasters. We may
experience reductions or interruptions in the supply of raw materials, and abrupt increases in raw materials
and their transportation prices. We may be unable to procure sufficient quantities of raw materials, or find
alternate sources for their procurement, which may lead to the slowdown, shut-down or under-utilization of
our and our jobbers’ manufacturing operations and facilities. In addition, we also procure finished products
from our suppliers, and an inability to obtain adequate finished goods of the requisite quality may adversely
affect our sales.

Further, we also cannot assure you that we will always be able to meet our raw material requirements at
prices acceptable to us, or at all. Our cost of raw materials is affected by the price volatility of raw materials
used to make them, which is caused by various factors outside of our control, including commodity market
fluctuations, the quality and availability of supply, currency fluctuations, consumer demand and changes in
government policies, rules and regulations. If demand for such raw materials exceeds supply, our suppliers
may increase the prices they charge us. If the price of raw materials increases, our product costs will also
correspondingly increase, and we cannot assure you that we will be able to increase the price of our products
to offset such costs.

While we have quality control process in place at the point of receipt of the raw material, due to the high
frequency and large amounts of raw materials received, as well as the difficulty in detecting defects until
later stages of manufacturing such as the cutting process, we cannot assure you that we will be able to detect
all defects in and maintain high quality standards of the raw materials that our third-party suppliers provide
us. See “—Jnternal Risk Factors — Risks Related to Our Business — Any failure in our quality
control processes may damage our reputation, and adversely affect our business, results of operations and
financial condition. We may face reputational harm or proceedings if the quality of our products does not
meet our customers’ expectations” on page 35. Our inability to obtain adequate supplies of our raw materials

37
15.

16.

that meet our quality standards, at acceptable prices and in a timely manner, may adversely affect our
business, results of operations and cash flows.

As of September 30, 2021, we had over 458 vendors registered on our vendor portal from whom we have
sourced fabrics and other materials. While we have established working relationships and contracts with
many of our raw material suppliers, we do not have long-term contracts or exclusivity arrangements with any
of them. If there are any decreases or disruptions in supply or increases in cost of one or more of our major
suppliers, and we fail to find replacement suppliers on similar or favorable terms, or at all, our business,
results of operations and cash flows may be adversely affected.

Our inability to adapt, adopt or successfully execute existing and new technologies in our operations may
adversely affect our business and results of operations.

Our business model relies on the strength of our technology systems and our established systems and
processes. Most of our business processes are system-driven with minimal manual intervention. Moreover,
our entire supply chain and inventory management process is organized, data-based and algorithmically
managed with every stage in our manufacturing and distribution chain being system-driven, including the
procurement of raw materials, manufacturing (on an SKU-identifiable basis), warehouse inventory
management, store replenishment and new store opening fill. For example, we have developed a digital order
system, an independent vendor portal, and have adopted business analytical tools and modules for
communication within our stores whereby our stores can place orders for any products not in stock and
requested by our customers (POS order management module and Sansar application). See “Our Business —
Technology-based strong supply chain and inventory replenishment systems driven by systemwide data
analytics, strong processes and longstanding vendor relationships” on page 142. The size and complexity of
our computer systems make them potentially vulnerable to breakdown, malicious intrusion and computer
viruses. Although to date we have not experienced a major disruption in our operations due to failure of or
attack on such systems, we cannot assure you that we will not encounter such events or disruptions in the
future, and any such event or disruption may adversely affect our business. We have data backup and remote
disaster recovery systems in place which creates backup of all data that is stored on our servers, with backup
synchronization taking place at periodic intervals in a day. However, any significant disruptions could result
in the loss of key information and disruption of production and business processes, which could adversely
affect our business. We also maintain a cyber risk insurance policy, and our systems are secured by anti-virus
software and firewall protection. We also have a policy which includes measures to prevent data leakage,
including limiting access by our employees to sensitive data and restricting access to our servers and server
rooms to authorised personnel only. Our systems may still be potentially vulnerable to data security breaches,
whether by employees or others that could expose sensitive data to unauthorized persons. Such data security
breaches could lead to the loss of trade secrets or other intellectual property, or could lead to the public
exposure of personal information (including sensitive personal information) of our employees, customers and
others. Any such security breaches could have an adverse effect on our reputation, business and results of
operations.

Our business undergoes changes, with the frequent introduction of new products and designs and changes in
prices. Although we strive to maintain and upgrade our technologies and facilities in line with current
international standards, we cannot assure you that we will be able to successfully make timely and cost
effective enhancements and additions to our technological infrastructure, keep up with technological
improvements in order to meet our customers’ needs or that the technology developed by competitors will
not render our products less competitive or attractive. The cost of implementing new technologies for our
operations could be significant, and changes in technology may render our current technologies obsolete or
require us to make substantial capital investments, and could adversely affect our business and results of
operations.

The proceeds from this Offer will not be available to us.

The objects of the Offer are to (i) achieve the benefits of listing the Equity Shares on the Stock Exchanges;
and (ii) carry out the Offer for Sale of up to 36,364,838 Equity Shares by the Selling Shareholders. The
Selling Shareholders will be entitled to the entire proceeds of the Offer after deducting the Offer expenses
and relevant taxes thereon. As a result, we will not benefit from such proceeds. For further information, see
“Objects of the Offer” on page 95.

38
17. Pricing pressure from our competitors may affect our ability to maintain or increase our product prices
and, in turn, our revenue from product sales, gross margin and profitability, which may materially and
adversely affect our business, financial condition and results of operations.

We have uniform pricing across our brands for all sales made in India with no discounts or end of season
sales for our Manyavar brand. Our franchisee EBOs, MBOs and LFSs have no control over the price points
of our products. In contrast, pricing pressure from competitors may manifest in various forms, including,
among others, through our competitors lowering their prices for similar products. Pricing pressure from our
customers may lead to a decrease in our revenues and profits. Moreover, if our franchisees, MBOs and LFSs
fail to follow our retail price stipulations, our brand value and the public perception of our brand positioning
could be negatively affected. We may seek to reduce the price of our raw materials and production through
negotiations with our suppliers and our jobbers, respectively, and streamline product designs. We cannot
assure you that we will be able to avoid future pricing pressure from our competitors or offset the impact of
any price reductions through continued technological improvements, improved operational efficiencies, cost-
effective sourcing alternatives, new manufacturing processes, or other cost reductions through other
productivity initiatives. If we were to face pricing pressure from our competitors, and the aforementioned
measures or other steps we take fail to maintain or increase our margins and revenues from product sales, our
business, financial condition and results of operations may be adversely affected.

18. Our business depends on the organization of weddings, festivals and other ethnic celebrations, and may
be affected by seasonal variations, which may adversely affect our business, financial condition and results
of operations.

Sales demand for our Indian wedding and celebration wear is dependent on the frequency and volume with
which weddings, festivals and other celebrations are organized. We are impacted by seasonal variations,
which may cause our revenues to vary between different quarters in a financial year. Seasonal variations
include the peak wedding season in India as well as other celebrations and festival events. Therefore, our
results of operations and cash flows across quarters in a financial year may not be comparable and any such
comparisons may not be meaningful, or may not be indicative of our annual financial results or our results in
any future quarters or periods.

19. Our industry is competitive in both the offline and the rapidly-growing online channels, with the potential
to adversely affect our pricing ability and disrupt our sales. Our inability to compete effectively may
adversely affect our business and results of operations.

The celebration wear industry in India is competitive, with several regional brands and unorganized retailers
present in local markets across the country. The Indian celebration wear industry has been a highly
unorganized market (Source: CRISIL Report). Our products compete with local retailers, non-branded
products, economy brands and products of other established brands. In the future, some of our competitors
may develop alliances to compete against us, acquire greater resources, market presence and geographic
reach, as well as develop products with better brand recognition than ours. Some of our competitors may be
able to procure raw materials or finished products at lower costs than us, and consequently be able to sell
their products at lower prices. As a result, our competitors may be able to withstand industry downturns better
than us or sell their products at more competitive prices.

We also compete with online retailers. Over the last few years, India has witnessed the emergence and growth
of the e-commerce industry, and the market penetration of online retail in India is likely to continue to
increase, according to the CRISIL Report. We operate an omni-channel network supported by a seamless
integration between our online and offline channels. Our online channel comprises our individual brand
websites and mobile phone application, which are operated by our subsidiary, Manyavar Creations Private
Limited, as well as lateral portals. For the Financial Years 2019, 2020 and 2021 and the six months ended
September 30, 2021, 0.73%, 1.00%, 2.23% and 3.68% of the total Sales of our Customers, respectively, was
generated through the online channel. While we believe that online retailers provide us with an opportunity
to increase the visibility of our brands and an opportunity to improve our supply chain efficiencies, they may
continue to gain market share and thus increase their relative negotiating power. We cannot assure you that
we will be able to negotiate agreements with such online retailers on terms favorable to us or at all, such as
in relation to margin or credit terms. Further, our competitors may be able to negotiate better or more
favorable terms with such online retailers. Any inability on our part to further develop our own brand websites
or enter into agreements with online retailers on terms favorable to us may have an adverse effect on our
pricing, and our business and results of operations may be adversely affected.

39
20.

21.

Additionally, online retailers may sell multiple brands of ethnic wear other than ours on their platforms,
possibly including similar products at discounted prices, enhancing customers’ comparisons of products and
prices between our brands and other brands. We cannot assure you that customers of online retailers will
continue to prefer our ethnic wear over our competitors’. While we believe that our customers are attracted
by our brands and/or in-store experience, our customers may prefer other brands sold by online retailers over
our brands available online or through our offline channels. If the number of customers, that choose other
brands sold by online retailers instead of our online or offline channels, increases substantially, our online
business and results of operations may be adversely affected.

Consequently, we cannot assure you that we will be able to compete successfully in the future against our
existing or potential competitors, or that our business and results of operations will not be adversely affected
by increased competition in the offline and online channels. Our competitors may significantly increase their
advertising expenses to promote their brands and products, which may require us to similarly increase our
advertising, publicity and sales promotion expenses and engage in effective pricing strategies, which may
have an adverse effect on our business and results of operations. See “Industry Overview” on page 105.

If we are unable to accurately identify customer demand and maintain an optimal level of inventory in
our stores, our business, results of operations and cash flows may be adversely affected.

The success of our business depends upon our ability to anticipate and forecast customer demand and trends.
We plan our inventory and commence our design process prior to launch and estimate our sales based on the
forecasted demand for the forthcoming period. We have inventory manufactured or procured and stored at
our warehouses ahead of each upcoming season. We also order raw materials in advance for manufacturing
of attires and accessories. While we aim to accurately forecast the demand for our products and avoid under-
stocking and over-stocking, our estimates and forecasts may not always be accurate. Our sales to our
franchisees may not be reflective of actual sales trends to end-consumers, and we may not be able to gather,
in a timely manner, sufficient information regarding the market acceptance of our products and customers’
preferences in relation to our products. Failure to effectively monitor and accurately track inventory levels
and sales of our franchisees or gather timely market information may cause us to incorrectly predict sales
trends and impede our ability to quickly realign our marketing and product strategies to respond to market
changes. Internally, our omni-channel system notifies us which stores are experiencing high or low demand
of certain products and enables us to move products between stores or from our warehouse. However, if we
under-stock inventory across the board, our ability to meet customer demand may be adversely affected. If
we over-stock inventory across the board, our capital requirements may increase and we may incur costs
relating to aging and obsolesce of inventory as well as excess raw material. For the Financial Years 2019,
2020 and 2021 and the six months ended September 30, 2021, our inventory turnover days aggregated to 41
days, 48 days, 65 days and 63 days (on an annualized basis), respectively. Moreover, other than due to the
impact of the COVID-19 pandemic and its associated lockdowns, there were no instances of over-stocking
or under-stocking of inventory in the last three financial years and the six months ended September 30, 2021
which had a material impact on the business for those respective years. While our products are
season-agnostic, they are designed to cater to current trends, and we cannot assure you that we will be able
to sell surplus stock in a timely manner, or at all. Our inability to accurately forecast demand for our products
and manage our inventory may therefore have an adverse effect on our business, results of operations and
cash flows.

Current locations of our franchisee-owned EBOs and other retail stores at which our products are sold
may become unattractive, and suitable new locations may not be available at acceptable terms, if at all.

The success of sales from our franchisee-owned EBOs and other retail stores at which our products are sold
depends in part on their location. We aim to make our products available and have new franchisee-owned
EBOs opened in strategic locations and in high-density cluster areas. We cannot assure you that the current
locations of our franchisee-owned EBOs or other retail stores at which our products are sold will continue to
be attractive or profitable as demographic patterns change. Adverse economic conditions in such areas could
result in us having reduced sales in the future. As per our business strategy, we plan to continue to increase
the number of our franchisee-owned EBOs and retail stores in line with the future growth prospects of our
business. However, as the availability of prime retail locations is limited, we cannot assure you that we will
be able to identify and secure premises on commercially acceptable terms, if at all. Any inability on our part
to secure alternate attractive locations at acceptable terms or at all, will adversely affect our business, growth
strategies and results of operations.

40
22, Our growth and profitability depend on the level of consumer confidence and spending in India and the
overseas jurisdictions in which we operate.

Our results of operations are sensitive to changes in overall economic and political conditions that impact
consumer spending. The Indian wedding and celebration wear market, in particular, is very sensitive to broad
economic changes, and retail purchases tend to decline during recessionary periods. Substantially all of our
revenues from operations are derived from sales in India, although we also derive revenues from our
franchisee-owned EBOs in the United States, the United Arab Emirates and Canada. Many factors outside of
our control, including interest rates, volatility of India’s and the world’s stock markets, inflation, tax rates
and other government policies, and unemployment rates can affect consumer confidence and spending. The
domestic and international political environments, including conflicts, political turmoil or social instability,
may also affect consumer confidence and reduce spending, which could affect our growth and profitability.
During the Financial Years 2019, 2020 and 2021 and the six months ended September 30, 2020 and 2021,
our total revenue from contracts with customers outside India contributed to % 106.85 million,
% 167.43 million, 2 96.06 million, = 36.94 million and 2 159.78 million, constituting 1.3%, 1.8%, 1.7%,
5.2% and 4.4% of our total revenue from operations, respectively.

23. Our success depends on the efforts and abilities of our founder, Chairman and Managing Director, Mr.
Ravi Modi, our senior management and other key personnel, as well as our ability to retain and attract
qualified and skilled personnel. Our inability to do so may adversely affect our business, results of
operations and financial condition.

Our performance depends largely on the efforts and abilities of our founder, Chairman and Managing
Director, Mr. Ravi Modi, our senior management and other key personnel. We believe that the inputs and
experience of Mr. Ravi Modi are key for the growth and development of our business and operations and the
strategic direction taken by our Company and we rely heavily on his direction and vision for our overall
business strategies. Our business and operations teams also include a highly-qualified, experienced and
capable management team. The members of our management team and other key personnel are employed
pursuant to customary employment agreements, which may not provide adequate incentive for them to
remain with us or adequately protect us if they leave our employment. If we lose the services of Mr. Ravi
Modi or any member of our management team or key personnel, we may be unable to locate suitable or
qualified replacements, and may incur additional expenses to recruit and train new personnel, which may
require a long period of time. This might significantly delay or prevent the achievement of our business
objectives, which could adversely affect our business operations and affect our ability to continue to manage
and expand our business. We do not maintain insurance against the loss of key personnel, other than a life
insurance policy for our Chairman and Managing Director, Mr. Ravi Modi, and do not have a business
succession policy. Any inability on our part to retain and hire such personnel or find suitable replacements
in a timely manner may adversely affect our business, financial condition and results of operations.

The continued growth of our business also depends in part on our ability to attract, hire, train and retain
skilled personnel. As of September 30, 2021, we had 740 employees, and in addition to them, we also had
148 contracted employees. For the Financial Years 2019, 2020 and 2021 and the six months ended September
30, 2020 and 2021, our employee benefits expense amounted to % 472.13 million, = 532.96 million,
% 381.07 million, = 171.31 million and % 230.32 million, respectively, representing 8.60%, 8.38%, 8.60%,
13.15% and 9.04%, respectively, of our total expenses. Given the need to constantly meet our customers’
preferences, we rely on our design and merchandising team, comprising skilled designers, for the designing
of our apparel products, as well as for clothes styling. See “— Internal Risk Factors — Risks Related to Our
Business — If any new products or brands that we launch are not as successful as we anticipate, our business,
results of operations and financial condition may be adversely affected.” on page 32.

As we seek to offer new products, develop our brands and expand our retail network, we require experienced
retail operations and business development team with relevant knowledge of our target customers, the
markets in which we operate and the retail industry, respectively. See “— Internal Risk Factors —Risks
related to our business-Our business and prospects depends on the strength of our key brands, and if we are
not able to maintain and enhance our brands, we may not be able to maintain or grow our sales of our
products, which would adversely affect our business.” on page 31. Our retail operations and customer
relations team consisted of 117 employees as of September 30, 2021, respectively. See also “Our Business —
Employees” on page 154.

Competition for skilled personnel is intense and we experienced attrition of 18%, 25%, 35% and 4% for
Financial Years 2019, 2020 and 2021 and the six months ended September 30, 2021, respectively. We may

41
24,

25.

be required to increase our levels of employee compensation more rapidly than in the past to remain
competitive in attracting and retaining employees that our business requires. We cannot assure you that we
will be able to recruit and retain qualified and capable employees or find adequate replacements in a timely
manner, or at all. Any inability on our part to do so may adversely affect our business and results of
operations. See also “Our Business — Employees” on page 154.

Our inability to successfully implement our business plan and strategies for retail and franchise expansion
and growth could adversely affect our business, financial condition, results of operations and cash flows.

Over the last few years, we have expanded our operations and experienced considerable growth. Ensuring
that such growth continues requires managing complexities across all aspects of our business, including those
associated with increased headcount, integration of acquisitions, expansion into domestic and international
markets and cities, introduction of new products and brands, and implementations of appropriate systems and
controls to grow the business. Our continued growth requires significant time and attention from our
management and may place strains on our operational systems and processes, financial systems and internal
controls and other aspects of our business. We cannot assure you that we will be able to sustain the levels of
growth that we have previously experienced. Any inability to do so on our part may adversely affect our
business, financial condition and results of operations.

Our current growth strategies include: (i) expanding our footprint within and outside India; (ii) scaling up
our emerging brands through increased up-selling and cross-selling initiatives; (iii) enhancement of brand
appeal through targeted marketing initiatives; (iv) the significant potential and space for growth of our
existing and emerging brands; and (v) adopting a disciplined approach towards future acquisitions. See
“Business — Our Strategies” beginning on page 143. Our growth strategies may be subject to the following
risks, among others:

e we may face challenges developing new products and brands, as well as expanding our existing brands;
we may also be unable to persuade existing customers to shift to our premium brands, or to cross-sell
our other brands;

we may not be able to increase our market share if, among other things, we face increased competition
from online retailers or other competitors;

* we may face challenges developing, integrating, managing and motivating our employees;

we may lose our existing design, sales or marketing personnel, and/or fail to attract such suitable talent,
if our competitors are able to offer them more attractive terms and/or working environment; and

© we may not be able to open new stores in attractive and suitable locations; for our existing stores, we
may be unable to expand the floor area and improve their productivity, standards and sales.

In line with our expansion plans, in Financial Years 2019 and 2020, we launched two new brands, Manthan
(large scale operations commenced following a refreshed launch) and Twamevy, respectively, and in Financial
Year 2021, in response to the COVID-19 pandemic, we launched face masks, a new product category.

In respect of franchisee-owned EBOs, in Financial Year 2019, we opened 84 new stores (of which 3 were
replacement stores) and closed 26 stores (of which 9 were replacement stores), in Financial Year 2020, we
opened 75 new stores (of which 11 were replacement stores) and closed 26 stores (of which 10 were
replacement stores), and in Financial Year 2021, we opened 33 new stores (of which 10 were replacement
stores) and closed 34 stores (of which 14 were replacement stores). In the six months ended September 30,
2021, we opened 19 new stores (of which 6 were replacement stores) and closed 12 stores (of which 2 were
replacement stores).

We cannot assure that we will be able to successfully implement our business expansion plans and growth
strategies. If any of the aforementioned risks were to materialize, our business, financial condition and results
of operations may be adversely affected.

We may be unable to grow our business in additional geographic regions or international markets.

As of September 30, 2021, we have an extensive retail network with 546 EBOs (including 58 shop-in-shops)

globally, including 11 overseas EBOs across the United States, Canada and the UAE, which are countries
with a large Indian diaspora. In India, our EBO network spans across 212 cities and towns, as of September

42
26.

27.

30, 2021. We seek to grow our retail network and product reach by entering new geographies, including in
Tier II and III towns and cities in India, as we believe that these markets offer significant growth opportunities
for us. In the six months ended September 30, 2021, 44.76% of the Sales of our Customers was generated by
our franchisee-owned EBOs from Tier I cities, 38.64% from Tier II cities and 13% from Tier III towns. The
remaining 3.59% of our franchisee-owned EBO revenues were generated from international markets. In
Financial Year 2021, 44.22% of the Sales of our Customers was generated by our franchisee-owned EBOs
from Tier I cities, 42.05% from Tier II cities and 12.31% from Tier III towns. The remaining 1.42% of our
franchisee-owned EBO revenues were generated from international markets. In Financial Year 2020, 53.78%
of the Sales of our Customers was generated by our franchisee owned EBOs from Tier I cities, 35.05% from
Tier II cities and 9.70% from Tier III towns. The remaining 1.47% of our franchisee owned EBO revenues
were generated from international markets. In Financial Year 2019, 54.35% of the Sales of our Customers
was generated by our franchisee owned EBOs from Tier I cities, 35.97% from Tier II cities and 8.50% from
Tier III towns. The remaining 1.18% of our franchisee owned EBO revenues were generated from
international markets. We intend to increase penetration into towns and cities in which we already operate,
but we cannot assure you that we will be able to do so. Infrastructural and logistical challenges in these
regions may prevent us from expanding our presence or increasing the penetration of our products. Further,
customers in new markets or regions may be price-conscious, rendering us unable to compete effectively
with our competitors. If we are unable to grow our business in these new markets effectively, our business
prospects, results of operations and financial condition may be adversely affected.

Further, possible expansion into new international markets, such as the United Kingdom, Australia and South
East Asia and other parts of the United States, Canada and the Middle East, is important to our long-term
growth. Competing successfully in international markets requires additional management attention and
resources to tailor our services to the unique aspects of each new country. We may face various risks,
including legal and regulatory restrictions, increased advertising and brand building expenditure, challenges
caused by distance, language and cultural differences, our inexperience with such markets and currency
exchange rate fluctuations. These and other risks could adversely affect any international expansion or
growth, which could have an adverse effect on our business, results of operations and financial condition.

We appoint contract labor for carrying out certain of our operations and we may be held responsible for
paying the wages of such workers if the independent contractors through whom such workers are hired
default on their obligations, and such obligations could have an adverse effect on our results of operations.

We appoint independent contractors who in turn engage on-site contract labour for performance of certain of
our operations, including at our warehouse. Although we do not engage these labour directly, we may be held
responsible to pay their social benefits or shortfall in wages and provide certain amenities and facilities, if
the independent contractors fail to do so, by a regulatory body or court, which may adversely affect our
results of operations.

The unsuccessful integration of brands we acquire could result in operating difficulties and diversion of
attention of our management, which could adversely affect our business, results of operations and
financial condition.

We have a strategy to acquire brands opportunistically. See “Our Business — Our Strategies — Disciplined
approach towards acquisitions” on page 145. We cannot assure you that we will be able to identify suitable
acquisition, strategic investment or joint venture opportunities at acceptable costs and on commercially
reasonable terms, obtain the financing necessary to complete and support such acquisitions or investments,
integrate and realize synergies from such businesses and investments, or that any business acquired or
investment made will be profitable. Further, the process of integrating an acquired company, business or
brand is risky and may create unforeseen operating difficulties and expenditures or have an adverse effect on
our business, results of operations and financial condition, including:

© potentially dilutive issuances of Equity Shares;
e the incurrence of debt, contingent liabilities or other liabilities of the target;

e difficulties in integrating the brands, products, operations, distribution, marketing and promotion
activities of the target;

e — inability to generate sufficient revenue and profits to offset the costs of acquisition;

43
30.

actions to comply with relevant regulations, there are currently nine pending legal metrology matters against
us. We may, in future, be held liable for any regulatory lapses and non-compliances and incur increased costs
or be subject to penalties, which are not covered by the insurance we currently carry. Any of the above may
adversely affect our business, financial condition, results of operations and cash flows.

In addition, we are required to obtain and maintain a number of statutory and regulatory permits and
approvals under central, state and local government rules in India, generally for carrying out our business. A
majority of these approvals are granted for a limited duration and require renewal. Further, while we have
applied for some of these approvals, we cannot assure you that such approvals will be issued or granted to us
in a timely manner, or at all. If we do not receive such approvals or are not able to renew the approvals in a
timely manner, our business and operations may be adversely affected. For details of such approvals,
including the approvals and registrations that we have applied for and are pending renewal or have not applied
for see “Government and Other Approvals” on page 307.

There are outstanding legal proceedings involving us, our Subsidiary, our Directors and our Promoters.

There are outstanding legal proceedings involving us, our Subsidiary, our Directors and our Promoters. These
proceedings are pending at different levels of adjudication before various judicial authorities, from which
further liability may arise. The amounts involved in these proceedings have been summarized to the extent
ascertainable and quantifiable. For further details, see “Outstanding Litigation and Material Developments”
on page 297.

A summary of outstanding litigation proceedings involving our Company, our Subsidiary, Directors and our

Promoters as on the date of this Prospectus is provided below. As on date of this Prospectus, there are no
outstanding litigations involving our Group Companies, which may have a material impact on our Company.

Statutory or Disciplinary actions Material Aggregate

Name of Criminal Tax Regulatory by SEBI or Stock amount
Entity Proceedings Proceedings pe ceedings eee litigations lorie
Company
By the Nil Nil Nil Nil 2 Nil
Company
Against 3 10 5 Nil 4. 240.53
the
Company
Directors
By the Nil Nil Nil Nil Nil Nil
Directors
Against Nil 3 1 Nil Nil 183.08
the
Directors
Promoters’
By the Nil Nil Nil Nil Nil Nil
Promoters
Against Nil 3 5 Nil Nil 183.08
the
Promoters
Subsidiary
By the 1 Nil Nil Nil 1 2.83
Subsidiary
Against Nil Nil 2 Nil Nil Nil
the
Subsidiary

*To the extent quantifiable.
SAs on the date of this Prospectus, outstanding litigation involving our Promoters and our Directors pertain to the same litigations.

For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Other Material
Developments” on page 297.

In relation to such outstanding litigation matters involving our Company, Directors and Promoters, the
amounts and interests involved in many pending litigations are not ascertainable or quantifiable and are hence

45
28.

29.

* potential loss of key employees of the target and cultural challenges associated with integrating
employees from the target into our organization;

e — inability to maintain the key business relationships;
© — onerous obligations under the terms of our acquisition, with which we may not be able to comply;
e diversion of resources from our existing business;

* necessity of our management or design team to develop expertise in new areas, manage new business
relationships and attract new types of customers;

* — exposure to disputes and unknown liability in relation to the target; and

e — increased difficulty in maintaining or assessing our standards, internal controls, procedures, policies or
financial reporting.

Moreover, acquiring companies based outside of India involves additional risks, including those related to
integration of operations across different cultures and languages, currency risks and the particular economic,
political and regulatory risks associated with specific countries. We may not be able to satisfy certain
regulatory requirements for such acquisitions. If an acquisition is unsuccessful as a result of any of the above
risks, we may face additional costs, and may have to divest the acquisition, which can be costly and time-
consuming. In the future, any inability on our part to identify suitable acquisition opportunities, reach
agreements with such parties, complete such acquisitions or obtain the necessary financing could adversely
affect our business, results of operations and financial condition.

Our international operations may expose us to management, legal, and economic risks, which could
adversely affect our business and results of operations.

In addition to our franchisee-owned EBOs in India, we have an overseas presence with 11 franchisee-owned
EBOs in the United States, the United Arab Emirates and Canada, and intend to grow our presence overseas.
We are subject to risks related to our international presence, which may include risks in connection with
compliance with local laws, regulations and restrictions on the trade, import and export of our attires and
accessories and cultural and language factors. Further, we may face competition in other countries from
companies that may have more experience with operations in such countries or with international operations
generally. We may also face difficulties in integrating our sales and supply chains to these countries into our
existing operations and effectively managing them. Our inability to do so may affect our profitability from
such countries, which may adversely affect our business and results of operations.

Non-compliance with existing or changes to environmental, health and safety, labour laws and other
applicable regulations by us or our jobbers may adversely affect our business, financial condition, results
of operations and cash flows.

Our operations, such as our warehousing and manufacturing activities pursuant to arrangements entered into
with our workers and jobbers, as well as certain outlets owned by our subsidiary, Manyavar Creations Private
Limited, are subject to extensive laws and government regulations, including in relation to safety, health and
environmental protection. We, as well as such jobbers, are also subject to the laws and regulations governing
relationships with employees in areas such as minimum wages, maximum working hours, overtime, working
conditions, hiring and termination of employees, contract labour, work permits, maintenance of regulatory
and statutory records and making periodic payments. See “Key Regulations and Policies in India” on page
156. We and such jobbers may fail to comply with such regulations, which could lead to enforced shutdowns
and other sanctions imposed by the relevant authorities. We and such jobbers may become involved or liable
in litigation or other proceedings, incur increased costs or penalties, have our approvals and permits revoked
or suffer a disruption in our operations, any of which could adversely affect our business and results of
operations.

We have incurred and expect to continue incurring costs for compliance with all applicable environmental,
health and safety, and labour laws and regulations. We cannot assure you that we and such jobbers will be
able to comply with all applicable environmental, health, safety and labour laws and regulations or the terms
and conditions of any consents or permits in the future or that such compliance will not result in a curtailment
of production or a material increase in the costs of our production and operations. While we have undertaken

44
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32,

not disclosed. We cannot assure you that any of these proceedings will be decided in favor of our Company,
Directors and Promoters, or that no further liability will arise out of these proceedings. Such proceedings
could, however, divert management time and attention, and consume financial resources in their defense or
prosecution. Further, an adverse outcome in any of these proceedings may affect our reputation, standing and
future business, and could have an adverse effect on our business, prospects, financial condition and results
of operations.

If we are unable to obtain, protect or use our intellectual property rights, our business may be adversely
affected.

We rely on our intellectual property which includes our trademarks, designs, copyrights as well as domain
names. As of September 30, 2021, we own 209 trademarks in India relating to our brands under several
classes, and have 35 applications pending for registration of certain other trademarks. We have also registered
five copyrights in India. Outside India, as of September 30, 2021, we own 70 trademarks in countries
including the United Kingdom, Australia, Bangladesh, Canada, China, European Union (OHIM), Malaysia,
Mauritius, Nepal, Nigeria, Saudi Arabia, Singapore, South Africa, Sri Lanka, the United Arab Emirates and
the United States of America, and have 19 applications pending for registration in Bangladesh, Sri Lanka,
South Africa, Pakistan and New Zealand. Our intellectual property rights and domain names may expire, and
we cannot assure you that we will be able to renew them after expiry. Certain of our intellectual property
rights, including those for certain products that we currently sell, are either objected to or are otherwise under
dispute. If any of these trademarks are registered in favor of a third party, we may not be able to claim
registered ownership of such trademarks, and consequently, we may be unable to seek remedies for
infringement of those trademarks by third parties other than relief against passing off by other entities. Our
inability to obtain or maintain these registrations may adversely affect our competitive position and, in turn,
our business, financial condition and results of operations. For further details, see “Government and Other
Approvals — Intellectual Property” on page 308.

While we intend to defend against any threats to our intellectual property, we cannot assure you that our
intellectual property rights can be adequately protected in a timely manner. We are also exposed to the risk
that other entities may pass off their products as ours by imitating our brand names, packaging material and
attempting to create counterfeit products. We believe that there may be other companies or vendors which
operate in the unorganized segment using our tradename or brand names. For instance, a third-party,
Manyavar Dulha House, used the brand name “Manyavar” as their own store name. We have obtained
injunctions against them preventing them from using the term “Manyavar”, and a court order was issued
penalizing them. Such activities of infringement, passing-off or counterfeiting may harm the reputation of
our brand and sales of our products, which could in turn adversely affect our business. We rely on protections
available under Indian law, which may not be adequate to prevent unauthorized use of our intellectual
property by third parties. Furthermore, the application of laws governing intellectual property rights in India
is uncertain and evolving, and could involve substantial risks to us. Notwithstanding the precautions we take
to protect our intellectual property rights, it is possible that third parties may copy or otherwise infringe on
our rights, which may have an adverse effect on our business. See “Outstanding Litigation and Material
Developments — Trademark Rectification Matters” on page 301.

Further, while we take care to ensure that we comply with the intellectual property rights of others, we cannot
determine with certainty whether we are infringing any existing third-party intellectual property rights which
may force us to alter our offerings. If such claims are raised against us in the future, they could result in costly
litigation, divert management’s attention and resources, subject us to significant liabilities and require us to
enter into potentially expensive royalty or licensing agreements or to cease use of certain of our brands, can
result in significant damages being awarded and injunctions that could prevent the manufacture and sale of
the relevant products. Any of the foregoing could have an adverse effect on our business.

Increased losses due to fraud, employee financial misappropriation or negligence, theft or similar
incidents may have an adverse effect on us.

Our business and the industry we operate in are vulnerable to the problem of pilferage by employees, damage,
misappropriation of cash or inventory and logistical errors. An increase in product losses occurring to our
stock in transit or located at our warehouses may require us to install additional security and surveillance
equipment and incur additional expenses towards inventory management and handling. We have an employee
code of conduct that regulates employee usage and access to our cash, inventory and assets, including (i) a
prohibition on employees accessing our property and equipment for personal use, (ii) restrictions on
iii) mandatory verification and proof of expenditure for all

 

46
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34,

reimbursements to be made to employees. We also have a whistleblower policy which facilitates the
anonymous reporting of any wrongdoing within the Company. We cannot assure you if these measures will
successfully prevent such losses. Additionally, in case of losses due to theft, financial misappropriation, fire,
breakage or damage caused by other casualties, we cannot assure you that we will be able to recover from
our insurers the full amount of any such loss in a timely manner, or at all. See “— Internal Risk Factors —
Risks Related to Our Business — Our insurance coverage may not be sufficient or adequate to cover our
losses or liabilities. If we suffer a large uninsured loss or if we suffer an insured loss that significantly exceeds
our insurance coverage, our financial condition and results of operations may be adversely affected.” on
page 49. In addition, if we file claims under an insurance policy it could lead to increases in the insurance
premiums payable by us.

We have significant working capital requirements and may require additional financing. If we fail to
obtain additional financing on terms acceptable to us, or otherwise experience insufficient cash flows to
fund our working capital, there may be an adverse effect on our business and results of operations.

Our business requires significant working capital, such as to finance the purchase of raw materials, finished
goods, payments for outsourced manufacturing processes and operating expenses for the operation of our
warehouses before we receive payment from our counterparties. In addition, the actual amount of our future
capital requirements may differ from estimates as a result of, among other factors, cost overruns,
unanticipated expenses, regulatory changes, economic conditions, additional market developments and new
opportunities in the celebration wear industry. These factors may result in increases in the amount of our
trade receivables and write-offs of trade receivables, and may result in the incurrence of future short-term
borrowings. Continued increases in our working capital requirements may have an adverse effect on our
business and results of operations.

While we currently do not have any outstanding debt, if we decide to raise additional funds in the future
through the incurrence of debt, our interest and debt repayment obligations will increase or arise. Such debt
could also be on variable interest rates. We cannot assure you that such obligations will be undertaken on
favorable terms. This will depend on a number of factors, including our future financial condition, results of
operations and cash flows, the amount and terms of our indebtedness (if any), general market conditions and
market conditions for financing activities and the economic, political and other conditions in the markets
where we operate. In particular, any future performance issues on our part or in our industry may result in a
downgrade in the credit ratings in respect of our borrowings, which may increase interest rates for our future
borrowings and adversely affect our ability to borrow on a competitive basis or to renew maturing debt, as
well as additional terms and conditions being included in any subsequent financing arrangements. As of May
18, 2021, we had been assigned a rating of “AA-/Stable” by CRISIL for our bank loan facilities up to
% 1,200.00 million. We may also become subject to additional restrictive covenants in the financing
agreements we may enter into, which could limit our ability to access cash flows from operations and
undertake certain types of transactions. If any of the foregoing were to occur, our expansion plans, our
business, financial condition and results of operations may be adversely affected. Further, any issuance of
equity would result in a dilution of the shareholding of existing shareholders, decrease in earnings per Equity
Share and could adversely impact our Equity Share price.

Our inability to meet any future obligations, including financial and other covenants under the debt
financing arrangements that we may enter into, could adversely affect our business and results of
operations,

As of September 30, 2021, we did not have any outstanding indebtedness. However, our ability to service
any future debt we might incur will depend primarily on our future cash flows, and we may not be able to
generate sufficient cash to do so. If we fail to service the debt repayment obligations that we may undertake,
the relevant lenders could declare us to be in default.

Our financing agreements may contain certain restrictive covenants that limit our ability to undertake certain
types of actions, any of which could adversely affect our business and financial condition. We could be
required to obtain prior approval from or provide prior information to our lenders for several types of
corporate actions such as change in business, mergers or acquisitions, restructurings, change in control or
management, sales of brands among others.

Any failure in the future to satisfactorily comply with any condition or covenant under the financing

agreements (including technical defaults) we may enter into, may lead to a termination of one or more of our
credit facilities, acceleration of amounts due under such facilities, and enforcement of events of default as

47
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36.

well as cross-defaults under certain other financing agreements we may enter into, any of which may
adversely affect our business, financial condition and results of operations.

Further, we may in the future grant security interests over certain of our assets, including mortgage of certain
immovable properties of our Company, charge on all movable fixed assets of our Company, charge on present
and future stocks and book debts of our Company and hypothecation of entire current assets of our Company,
including plant and equipment, in order to secure our borrowings, and any failure to satisfy any obligations
under such borrowings could lead to the forced sale and seizure of any assets secured as such, which may
adversely affect our business, financial condition and results of operations.

Our registered and corporate office is utilized on a leasehold basis, and we lease certain EBO premises. If
we are unable to comply with the terms of these leases, renew our agreements or enter into new agreements
on favorable terms, or at all, our business and results of operations may be adversely affected.

We do not own our registered and corporate office situated at Paridhan Garment Park, 19, Canal South Road,
SDF-1, 4th Floor, A501-502, Kolkata 700 015, West Bengal, which we utilize on a leasehold basis. As of
September 30, 2021, we have entered into lease agreements for 239 premises. In the last three financial years
and the six month period ended September 30, 2021, a total of 37 lease agreements have been terminated by
the Company, out of which 18 lease agreements were entered into for replacement stores. There has been no
significant impact on the Company on account of the termination of such lease agreements. For further
details, see “Our Business — Properties” on page 155. As most of our franchisee-owned EBOs are held on
a leasehold basis, lease costs account for a significant portion of our expenses. Our rent and hire charges,
including as a percentage of our revenue from operations, may increase in the future as we seek to increase
the number of our retail stores, expand our warehousing operations and due to contractual escalation of rents
payable in accordance with the lease agreements entered into by us. The lease periods and rental amounts for
these properties vary on the basis of their locations.

Under the terms of some of our lease arrangements, we are required to comply with certain ongoing
conditions which include, among other things, using the leased premises for only authorized purposes. We
cannot assure you that we will be able to fully comply with all the terms of the lease deeds which we have
entered into. If we fail to meet any such conditions, we may incur liability, and the lease(s) may be terminated.
Our failure to maintain or renew such agreements on favorable conditions and in a timely manner, or at all,
could require us to vacate such facilities and lease alternative locations, which may not be on commercially
acceptable terms. In particular, certain of our franchisee-owned EBOs rely heavily on their attractive
locations for their sales, and suitable alternative premises may not be unavailable. If such EBOs are required
to relocate or discontinue our business operations in certain areas, we may suffer a disruption in our
operations or have to pay increased charges, which could have an adverse effect on our business, prospects,
results of operations and financial condition.

Our Statutory Auditors have included certain comments in the annexure to their Auditor’s reports on the
standalone Ind AS financial statements for the Financial Years 2021, 2020 and 2019 issued under the
Companies (Auditor’s Report) Order, 2016 (as amended). If similar comments are included in the
Statutory Auditors’ reports or their annexures for our financial statements in the future, the trading price
of our Equity Shares may be adversely affected.

Our Statutory Auditor’s reports on the standalone Ind AS financial statements for the Financial Years 2021,
2020 and 2019 included a statement on certain matters specified in the Companies (Auditor’s Report) Order,
2016 (as amended), which contained the observations below.

In respect of the Financial Year 2019:

e registration of title deeds of certain immovable properties, aggregating net block of = 482.07 million as
at March 31, 2019, were in progress; and

e there were disputed statutory dues in relation to value added tax, aggregating to = 1.76 million, which
were pending before the appropriate authorities.

In respect of the Financial Years 2020 and 2021:

e there were disputed statutory dues in relation to value added tax, aggregating to = 0.56 million, which
were pending before the appropriate authorities.

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38.

If similar comments are included in the Statutory Auditor’s reports or their annexures for our financial
statements in the future, the trading price of our Equity Shares may be adversely affected.

 

We have contingent liabilities and our financial condition could be adversely affected if any of these
contingent liabilities materializes.

The following table sets forth our contingent liabilities as of September 30, 2021, as derived from our
Restated Consolidated Financial Statements as per Ind AS 37 ‘Provisions, Contingent Liabilities and
Contingent Assets’:

Particulars As of Seprember 30, 2021
(Zin million)
Demands/claims by various government authorities and other claims
not acknowledged as debts:
Commercial sales tax of various states 0.99
Income tax demands (excluding interest) 155.42
Demand for employee state insurance 6.98

We cannot assure you that we will not incur similar or increased levels of contingent liabilities in the future.
If any of these contingent liabilities materialize, our financial condition and results of operations may be
adversely affected. For further information, see “Outstanding Litigation and other Material Developments
— Outstanding litigation proceedings against our Company — Tax Proceedings” on page 301.

Our insurance coverage may not be sufficient or adequate to cover our losses or liabilities. If we suffer a
large uninsured loss or if we suffer an insured loss that significantly exceeds our insurance coverage, our
financial condition and results of operations may be adversely affected.

We currently maintain various types of insurance coverage. Our principal types of insurance coverage include
comprehensive general coverage, consequential loss policy for consequential losses resulting from
interruptions of our business and operations caused by events including fire, burglary, money, accidents and
other natural disasters, cyber protect premium digital business and data protection insurance and commercial
crime insurance. We also maintain insurance coverage for transit of goods or stock. We also have a directors
and officer’s liability insurance policy and key person policy, commercial and industrial care packages, group
mediclaim, accident and term life policies, laptop insurance, as well as a comprehensive general liability
policy. As of September 30, 2021, we had insured 2 763.76 million and % 1,236.95 million, respectively, of
our total tangible assets and inventory, which represented more than 100% and 100%, respectively, of the
written down value of our total tangible assets and inventory. While we maintain insurance coverage in
amounts that we believe are consistent with industry norms and would be adequate to cover the normal risks
associated with the operation of our business, such as risks to relating to our assets and data protection,
warehouse, inventory, employees, supply chain. Our insurance policies do not cover all risks and are subject
to exclusions and deductibles. In addition, we cannot assure you that any claim under the insurance policies
maintained by us will be honored fully, in part or at all, or on time, or that we have taken out sufficient
insurance to cover all our potential losses. These insurance policies are generally valid for a year and are
renewed annually on expiry. We apply for the renewal of our insurance coverage in the normal course of our
business, but we cannot assure you that such renewals will be granted in a timely manner, at acceptable cost
or at all. For further details on insurance arrangements, see “Our Business — Insurance” on page 154.

We could be held liable for accidents that occur during the course of our operations. In particular, our business
and assets are subject to hazards inherent in manufacturing facilities and could suffer damage from risks of
equipment failure, work accidents, fire, earthquakes, flood and other force majeure events, acts of terrorism
and explosions including hazards that may cause injury and loss of life, severe damage to and the destruction
of property and equipment and environmental damage, resulting in the suspension of operations. We may
also be subject to product liability claims.

Such damage and losses may not be fully compensated by insurance. If any or all of our facilities are damaged
in whole or in part or we are subject to litigation or claims or our operations are interrupted for a sustained
period, we cannot assure you that our insurance policies will be adequate to cover the losses that may be
incurred as a result. To the extent that we suffer loss or damage for which we have not obtained or maintained
insurance, or which is not covered by insurance, which exceeds our insurance coverage or where our
insurance claims are rejected, the loss would have to be borne by us. If we suffer a large uninsured loss or if

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40.

41.

any insured loss suffered by us significantly exceeds our insurance coverage, our business, financial
condition, results of operations and cash flows may be adversely affected.

Our Promoters will be able to exercise significant influence and control over us after the Offer and may
have interests that are different from or conflict with those of our other shareholders.

After the completion of the Offer, our Promoters, Ravi Modi, Shilpi Modi and Ravi Modi Family Trust, will,
by virtue of their shareholding, have the ability to exercise significant control and influence over our
Company and our affairs and business, including the appointment of Directors, the timing and payment of
dividends, the adoption of and amendments to our Memorandum and Articles of Association, the approval
of a merger or sale of substantially all of our assets and the approval of most other actions requiring the
approval of our shareholders. The interests of our Promoters may be different from or conflict with the
interests of our other shareholders in material aspects and, as such, our Promoters may not make decisions in
our best interests. For more details, see the section “Our Management” on page 166. Their influence may
also result in the delay or prevention of a change of management or control of our Company, even if such a
transaction may be beneficial to our other shareholders.

Further, while our Promoters do not, as of the date of this Prospectus, engage in any other business activities
similar to our business lines, we cannot assure you that such a conflict will not arise in the future, or that we
will be able to suitably resolve any such conflict without an adverse effect on our business or operations.
Further, we cannot assure you that our Promoters or Group Companies will not undertake or acquire interests
in competing ventures in the locations or segments in which we operate. Conflicts of interest may arise in the
future, which may adversely affect our business, financial condition and results of operations.

Certain of our Key Management Personnel may be interested in our Company other than in terms of
remuneration and reimbursement of expenses.

Some of our Key Management Personnel are interested in our Company, in addition to regular remuneration
or benefits (including discretionary performance-based incentives) and reimbursement of expenses, to the
extent of their shareholding, direct and indirect, and stock options in our Company and benefits arising
therefrom. Our Promoters are also interested in our Company to the extent of their shareholding in our
Company and any benefits arising therefrom. We cannot assure you that our Promoter, some of our Directors
and key management personnel will always exercise their rights as shareholders to the benefit and best
interest of our Company.

We have in the past entered into related-party transactions and may continue to do so in the future.

We have entered into certain transactions with related parties and are likely to continue to do so in the future.
For the Financial Years 2019, 2020 and 2021 and the six months ended September 30, 2020 and 2021, our
sale of products (including taxes) to related parties (after eliminating inter company transactions) was
% 314.47 million, % 335.92 million, = 226.92 million, = 13.56 million and % 141.96 million, respectively,
constituting 3.84%, 3.54%, 3.63%, 1.25% and 3.67% of our total income, respectively. The arithmetic
aggregated absolute total of related party transactions (before elimination of inter company transactions) as
a percentage of our revenue from operations, was 8.85%, 21.55%, 24.08% and 80.79% (which consists of
69.15% on account of buy back of shares (excluding taxes)) for the Financial Years 2019, 2020 and 2021
and the six month period ended September 30, 2021, respectively. For the Financial Years 2019, 2020 and
2021 and the six months ended September 30, 2020 and 2021, our arithmetic aggregate absolute total of
expenses from related parties (after eliminating inter company transactions) were = 185.22 million,
% 212.03 million, = 149.47 million, % 41.97 million and % 92.22 million, respectively, constituting 3.37%,
3.33%, 3.37%, 3.22% and 3.62% of our total expenses, respectively. For details on our related-party
transactions, see “Related Party Transactions” on page 261.

All related party transactions entered into by us in the last three financial years and the six months ended
September 30, 2021 and September 30, 2020 have been at arms’ length and in the interests of our Company.
Although all related-party transactions that we may enter into in the future are subject to approval by our
Audit Committee, Board or shareholders, as required under the Companies Act, we cannot assure you that
such future transactions or any other future transactions, individually or in aggregate, will not have an adverse
effect on our financial condition and results of operations or that we could not have achieved more favorable
terms if such transactions are not entered into with related parties. Such related party transactions in the future
or any other future transactions may potentially involve conflicts of interest which may be detrimental to the
interest of our Company and we cannot assure you that such transactions, individually or in the aggregate,

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43.

will always be in the best interests of our minority shareholders and will not have an adverse effect on our
business, financial condition and results of operations.

We are subject to risks arising from exchange rate fluctuations.

Although our reporting currency is Indian Rupees, we may be exposed to exchange rate fluctuations, as we
transact a portion of our business in several other currencies, primarily in U.S. Dollars, United Arab Emirates
Dirhams and Canadian Dollars. For the Financial Years 2019, 2020 and 2021 and the six months ended
September 30, 2020 and 2021, our total revenue from contracts with customers outside India amounted to
% 106.85 million, = 167.43 million, % 96.06 million, % 36.94 million and 2 159.78 million, respectively,
representing 1.33%, 1.83%, 1.70%, 5.15% and 4.44%, respectively, of our revenue from operations. While
we generally have not imported materials from outside India or incurred debt denominated in foreign
currency as of September 30, 2021, we may do so in the future and face corresponding exchange rate
fluctuations. In addition, the policies of the RBI may also change from time to time, which may limit our
ability to effectively hedge our foreign currency exposures and may have an adverse effect on our business,
financial condition, results of operations and cash flows.

We closely monitor our exposure to foreign currencies and selectively enter into derivative contracts to hedge
our exposure to movements in foreign exchange rates. However, these activities may not be sufficient to
protect us against incurring potential foreign exchange related losses. Our use of these derivatives broadly
subjects us to market and credit risk, including counterparty credit risk and the risk of incurring financial
losses when foreign exchange rates move contrary to expectations or if our risk management procedures
prove to be inadequate, which could adversely affect our results of operation, liquidity and financial
condition. For further details on our foreign currency exposure that we hedge by derivative instruments, see
“Management's Discussion and Analysis of Financial Condition and Results of Operation — Off-Balance
Sheet Commitments and Arrangements” on page 292.

We have presented certain supplemental information of our performance and liquidity which is not
prepared under or required by Ind AS.

This Prospectus includes certain non-GAAP financial measures such as EBITDA, EBITDA margin, ROCE,
net worth and net asset value per share (“Non-GAAP Measures”), which are supplemental information of
our performance and liquidity that are not required by, or presented in accordance with, Ind AS. Further,
these Non-GAAP Measures and other statistical and other information relating to operations and financial
performance are not a measurement of our financial performance or liquidity under Ind AS and should not
be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years or any other
measure of financial performance or as an indicator of our operating performance, liquidity, profitability or
cash flows generated by operating, investing or financing activities derived in accordance with Ind AS. In
addition, these Non-GAAP Measures are not standardised terms, hence a direct comparison of similarly titled
Non-GAAP Measures of other companies may not be possible. Other companies may calculate these Non-
GAAP Measures differently from us, limiting their utility as comparative measures. Although the Non-
GAAP Measures are not measures of performance calculated in accordance with applicable accounting
standards, our management believes that they are useful to an investor in evaluating us because it is widely
used measures to evaluate a company’s operating performance. See also “Other Financial Information” on
page 258.

Further, the Non-GAAP Measures may be different from financial measures and statistical information
disclosed or followed by other companies in our industry. The Non-GAAP Measures relating to our
operations and financial performance may not be computed on the basis of any standard methodology that is
applicable across the industry and therefore may not be comparable to financial measures and statistical
information of similar nomenclature that may be computed and presented by other companies in our industry.
Accordingly, investors should not place undue reliance on the Non-GAAP financial information included in
this Prospectus.

This Prospectus contains information derived from third parties and extracted from an industry report
prepared by an independent third-party research agency, CRISIL, which we have commissioned and paid
for purposes of confirming our understanding of the industry exclusively in connection with the Offer.

The industry and market information contained in this Prospectus includes information that is obtained or

derived from the report titled “Assessment of the apparel industry with a special focus on Indian wedding
and celebration wear market in India” dated September 2021 as updated by the addendum dated December

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2021 prepared by CRISIL, an independent third-party research agency appointed and paid for by the
Company exclusively in connection with the Offer. The data used in these sources may have been reclassified
by us for the purposes of presentation and may also not be comparable. Given the scope and extent of the
CRISIL Report, disclosures are limited to certain excerpts and the CRISIL Report has not been reproduced
in its entirety in this Prospectus. There are no material parts, data or information (which may be relevant for
the proposed issue), that have been left out or changed in any manner. The CRISIL Report has been
commissioned and paid for by us for the purposes of confirming our industry exclusively in connection with
the Offer. The report uses certain methodologies for market sizing and forecasting. Accordingly, investors
should read the industry related disclosure in this Prospectus in this context. Industry sources and publications
are also prepared based on information as of specific dates and may no longer be current or reflect current
trends. Industry sources and publications may also base their information on estimates, projections, forecasts
and assumptions that may prove to be incorrect. Accordingly, investors should not place undue reliance on,
or base their investment decision solely on this information. For further details, including disclosures made
by CRISIL in connection with the preparation and presentation of their report, see “Certain Conventions,
Use of Financial Information and Market Data and Current of Presentation” on page 12.

45. Some of the records with respect to a transfer made to one of our Promoters are not traceable.

A share transfer deed pertaining to a transfer of 100 equity shares of face value of % 10 (amounting to a
negligible percentage of the issued and paid-up capital of our Company) each made to our individual
Promoter, Ravi Modi on September 26, 2006, is not traceable. Accordingly, reliance has been placed on
minutes of the meetings of the Board taking note of such transfer, in order to make disclosures in this
Prospectus. Our Company believes that it continues to strengthen its internal systems and processes in
relation to data and document storage. For details, see “Capital Structure — Build-up of the Promoters’
shareholding in our Company” on page 87.

EXTERNAL RISK FACTORS
Risks Related to India

46. Political, economic or other factors that are beyond our control may have an adverse effect on our
business, financial condition, results of operations and cash flows.

The Indian economy and capital markets are influenced by economic, political and market conditions in India
and globally. Currently, we manufacture only in India and derive most of our sales in India, which are thus
dependent on prevailing economic conditions in India. Our results of operations are significantly affected by
factors influencing the Indian economy. Factors that may adversely affect the Indian economy, and hence
our results of operations, may include:

e — the macroeconomic climate, including any increase in Indian interest rates or inflation;

* any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert
or repatriate currency or export assets;

e any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions
in India and scarcity of financing for our expansions;

«prevailing income conditions among Indian consumers and Indian corporates;
e — volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
e changes in India’s tax, trade, financial year or monetary policies;

¢ political instability, terrorism or military conflict in India or in countries in the region or globally,
including in India’s various neighboring countries;

© — occurrence of natural or man-made disasters (such as hurricanes, typhoons, floods, earthquakes, tsunamis
and fires) which may cause us to suspend our operations;

¢ — civil unrest, acts of violence, terrorist attacks, regional conflicts or situations or war may adversely affect
the Indian markets as well as result in a loss of business confidence in Indian companies; and

* epidemics, pandemics or any other public health concerns in India or in countries in the region or
globally, including in India’s various neighboring countries, such as the highly pathogenic H7N9, HSN1
and H1N1 strains of influenza in birds and swine and more recently, the COVID-19 pandemic;

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¢ prevailing regional or global economic conditions, including in India’s principal export markets;
any downgrading of India’s debt rating by a domestic or international rating agency;

¢ — international business practices that may conflict with other customs or legal requirements to which we
are subject, including anti-bribery and anti-corruption laws;

¢ protectionist and other adverse public policies, including local content requirements, import/export
tariffs, increased regulations or capital investment requirements;

¢ — logistical and communications challenges;
e financial instability in financial markets;

e — difficulty in developing any necessary partnerships with local businesses on commercially acceptable
terms or on a timely basis;

¢ being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and
difficulty enforcing contractual agreements or judgments in foreign legal systems or incurring additional
costs to do so; and

e — other significant regulatory or economic developments in or affecting India.

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy,
could adversely affect our business, financial condition and results of operations, and the price of the Equity
Shares.

Changing laws, rules and regulations and legal uncertainties, including any adverse application of
corporate and tax laws, may adversely affect our business, prospects and results of operations.

The regulatory and policy environment in which we operate is evolving and subject to change. Such changes,
including the instances mentioned below, may adversely affect our business, results of operations and
prospects, to the extent that we are unable to suitably respond to and comply with any such changes in
applicable law and policy.

For instance, the Taxation Laws (Amendment) Act, 2019, a tax legislation issued by India’s Ministry of
Finance effective as of September 20, 2019, prescribes certain changes to the income tax rate applicable to
companies in India. According to this legislation, companies can henceforth voluntarily opt in favor of a
concessional tax regime (subject to no other special benefits/exemptions being claimed), which reduces the
rate of income tax payable to 22% subject to compliance with conditions prescribed, from the erstwhile 25%
or 30% depending upon the total turnover or gross receipt in the relevant period. Any such future amendments
may affect our other benefits such as exemption for income earned by way of dividend from investments in
other domestic companies and units of mutual funds, exemption for interest received in respect of tax free
bonds, and long-term capital gains tax on equity shares if withdrawn by the statute in the future, and the same
may no longer be available to us. Any adverse order passed by the appellate authorities/ tribunals/ courts
would have an effect on our profitability.

Further, the Government of India has announced the union budget for Fiscal 2023, pursuant to which the
Finance Bill, 2022 (“Finance Bill”), has introduced various amendments. The Finance Bill is subject to
receiving assent from the President of India and will be thereafter implemented.

The Finance Bill, inter alia, has proposed a provision whereby an expense may be disallowed as a deduction
if the same is illegal or prohibited by law. Such amendments may have an impact on our business, financial
condition and results of operations which we will evaluate from time to time.

Any further changes in laws may have an impact on our results of operations. We may incur increased costs
and other burdens relating to compliance with new requirements, which may also require significant
management time and other resources, and any failure to comply may adversely affect our business, results
of operations and prospects. Uncertainty in the application, interpretation or implementation of any
amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a
limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve
and may impact the viability of our current business or restrict our ability to grow our businesses in the future.

53,
48. We may be affected by competition law in India and any adverse application or interpretation of the
Competition Act could in turn adversely affect our business.

The Competition Act, 2002, as amended (the “Competition Act”) was enacted for the purpose of preventing
practices that have or are likely to have an adverse effect on competition in India and has mandated the
Competition Commission of India (the “CCI”) to separate such practices. Under the Competition Act, any
arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an
appreciable adverse effect on competition is void and attracts substantial penalties. Any agreement among
competitors which directly or indirectly involves determination of purchase or sale prices, limits or controls
production, or shares the market by way of geographical area or number of customers in the relevant market
is presumed to have an appreciable adverse effect on competition in the relevant market in India and shall be
void. Further, the Competition Act prohibits abuse of dominant position by any enterprise. If it is proved that
the contravention committed by a company took place with the consent or connivance or is attributable to
any neglect on the part of, any director, manager, secretary or other officer of such company, that person
shall be guilty of the contravention and liable to be punished.

The combination regulation (merger control) provisions under the Competition Act require that the
acquisition of shares, voting rights, assets or control or mergers or amalgamations which exceed any of the
prescribed asset and turnover based thresholds shall be mandatorily notified to and pre-approved by the CCI.
Any breach of the provisions of the Competition Act by our Company may attract substantial monetary
penalties.

The Competition Act aims to, among other things, prohibit all agreements and transactions, which may have
an appreciable adverse effect in India. Consequently, certain agreements entered into by us could be within
the purview of the Competition Act. Further, the CCI has extra-territorial powers and can investigate any
agreements, abusive conduct or combination occurring outside of India if such agreement, conduct or
combination has an appreciable adverse effect in India. We are not currently party to any outstanding
proceedings, nor have we ever received any notice in relation to non-compliance with the Competition Act.
Any enforcement proceedings initiated by the CCI in future, or any adverse publicity that may be generated
due to scrutiny or prosecution by the CCI may affect our business, financial condition and results of
operations.

49. Any downgrading of India’s debt rating by an international rating agency could have a negative impact
on our business.

Our access to the debt markets and our costs of financing depend significantly on the credit ratings of India.
India’s sovereign rating decreased from Baa2 with a “negative” outlook to Baa3 with a “negative” outlook
by Moody’s and from BBB- with a “stable” outlook to BBB- with a “negative” outlook (Fitch) in June 2020;
and from BBB “negative” to BBB (low) “stable” by DBRS in May 2021. India’s sovereign ratings from S&P
is BBB- with a “stable” outlook. Any further adverse revisions to India’s credit ratings for domestic and
international debt by international rating agencies may adversely impact our ability to raise additional
financing and the interest rates and other commercial terms at which such financing is available, including
raising any additional overseas financing. A downgrading of India’s credit ratings may occur, for example,
upon a change of government tax or fiscal policy, which are outside our control. This could have an adverse
effect on our ability to fund our growth on favorable terms or at all, and consequently adversely affect our
business.

 

50. Current economic conditions may adversely affect our business, results of operations and financial
condition.

The global economy is currently undergoing a period of unprecedented volatility, and the future economic
environment may continue to be less favorable than that of recent years. We are exposed to many different
companies, including our counterparties under our various manufacturing, sale and franchise agreements, co-
branding, raw materials and finished goods supply, as well as other similar arrangements, any of which may
be or become unstable in the current economic environment, and any such events could adversely affect our
business, financial condition and results of operations.

54
51. If the rate of Indian price inflation increases, our business and results of operations may be adversely
affected.

Inflation rates in India have been volatile in recent years, and such volatility may continue. In recent years,
India has experienced consistently high inflation, which has increased the price of, among other things, our
rent, raw materials and wages. If this trend continues, we may be unable to accurately estimate or control our
costs of production and purchase, which could have an adverse effect on our business and results of
operations. High fluctuations in inflation rates may make it more difficult for us to accurately estimate or
control our costs. Any increase in inflation in India can increase our expenses, which we may not be able to
adequately pass on to our clients, whether entirely or in part, and may adversely affect our business and
financial condition. If we are unable to increase our revenues sufficiently to offset our increased costs due to
inflation, it could have an adverse effect on our business, prospects, financial condition, results of operations
and cash flows. Further, the Government of India has previously initiated economic measures to combat high
inflation rates, and it is unclear whether these measures will remain in effect. We cannot assure you that
Indian inflation levels will not worsen in the future.

52. Significant differences exist between Ind AS used to prepare our financial information and other
accounting principles, such as U.S. GAAP and IFRS, which may affect investors’ assessments of our

Company’s financial condition.

Our Restated Consolidated Financial Statements for Financial Years 2021, 2020 and 2019 and the six months
ended September 30, 2020 and 2021 included in this Prospectus are derived from our audited consolidated
financial statements prepared in accordance with Ind AS or Ind AS 34, as applicable, specified under Section
133 of the Companies Act 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended and restated in accordance with the requirements of Section 26 of Part 1 of Chapter III of the
Companies Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectus
(Revised 2019) (as amended) issued by the ICAI. Ind AS differs from accounting principles with which
prospective investors may be familiar, such as Indian GAAP, IFRS and U.S. GAAP.

We have not attempted to explain in a qualitative manner the impact of the IFRS or U.S. GAAP on the
financial information included in this Prospectus, nor do we provide a reconciliation of our financial
information to those of U.S. GAAP or IFRS. U.S. GAAP and IFRS differ in significant respects from Ind AS
and Indian GAAP, which may differ from accounting principles with which prospective investors may be
familiar in other countries. Accordingly, the degree to which the financial information included in this
Prospectus, which are restated as per the SEBI ICDR Regulations, will provide meaningful information is
entirely dependent on the reader’s level of familiarity with Indian accounting practices, Ind AS, the
Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting
practices, Ind AS, the Companies Act and the SEBI ICDR Regulations, on the financial disclosures presented
in this Prospectus should accordingly be limited.

53, Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.

Foreign investment in Indian securities is subject to regulation by Indian regulatory authorities. Under foreign
exchange regulations which are currently in force in India, transfer of shares between non-residents and
residents is freely permitted (subject to certain restrictions), if they comply with the valuation and reporting
requirements specified under applicable law. If a transfer of shares is not in compliance with such
requirements and does not fall under any of the exceptions specified by the RBI, then the RBI’s prior approval
is required. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India
into foreign currency and repatriate that foreign currency from India require a no-objection or a tax clearance
certificate from the Indian income tax authorities. Further, this conversion is subject to the shares having
been held on a repatriation basis and, either the security having been sold in compliance with the pricing
guidelines or, the relevant regulatory approval having been obtained for the sale of shares and corresponding
remittance of the sale proceeds. As provided in the foreign exchange controls currently in effect in India, the
RBI has provided that the price at which the Equity Shares are transferred be calculated in accordance with
internationally accepted pricing methodology for the valuation of shares at an arm’s length basis, and a higher
(or lower, as applicable) price per share may not be permitted.

55
54,

55.

56.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and
the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect
from April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a
country which shares a land border with India or where the beneficial owner of an investment into India is
situated in or is a citizen of any such country, will require prior approval of the Government of India, as
prescribed in the Consolidated FDI Policy and the FEMA Rules. These investment restrictions shall also
apply to subscribers of offshore derivative instruments. We cannot assure you that any required approval
from the RBI or any other governmental agency can be obtained on any particular term or at all in the case
of such investment, subscription, purchase or sale of equity instruments, with or without any particular terms
or conditions. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page
353. Our ability to raise any foreign capital under the FDI route is therefore constrained by Indian law, which
may adversely affect our business, financial condition, cash flows, results of operations and prospects.

Our ability to raise foreign debt may be constrained by Indian law.

As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies.
Such regulatory restrictions limit our financing sources and could constrain our ability to obtain financings
on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that any required
regulatory approvals for borrowing in foreign currencies will be granted to us without onerous conditions, or
at all. Limitations on raising foreign debt may have an adverse effect on our business growth, financial
condition and results of operations.

Rights of shareholders under Indian laws may be different from laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction.
Shareholders’ rights including in relation to class actions, under Indian law may not be as extensive as
shareholders’ rights under the laws of other countries or jurisdictions.

Investors may have difficulty in enforcing foreign judgments against our Company or our management.

Our Company is a limited liability company incorporated under the laws of India. All of our directors and
executive officers are residents of India. All of our Company’s assets are located in India. As a result, it may
be difficult for investors to effect service of process upon us or such persons in India or to enforce judgments
obtained outside India against our Company or such parties.

India is not a party to any international treaty in relation to the recognition or enforcement of foreign
judgments. India has reciprocal recognition and enforcement of judgments in civil and commercial matters
with a limited number of jurisdictions, including the United Kingdom, Singapore, the United Arab Emirates,
and Hong Kong. A judgment from certain specified courts located in a jurisdiction with reciprocity must
meet certain requirements of the Code of Civil Procedure, 1908, as amended (“Civil Procedure Code”). The
United States has not been notified as a reciprocating territory.

In order to be enforceable, a judgment obtained in a jurisdiction which India recognizes as a reciprocating
territory must meet certain requirements of the Civil Procedure Code. Section 13 of the Civil Procedure Code
provides that foreign judgments shall be conclusive regarding any matter directly adjudicated on except (i)
where the judgment has not been pronounced by a court of competent jurisdiction, (ii) where the judgment
has not been given on the merits of the case, (iii) where it appears on the face of the proceedings that the
judgment is founded on an incorrect view of international law or refusal to recognize the law of India in cases
to which such law is applicable, (iv) where the proceedings in which the judgment was obtained were opposed
to natural justice, (v) where the judgment has been obtained by fraud or (vi) where the judgment sustains a
claim founded on a breach of any law then in force in India. Under the Civil Procedure Code, a court in India
shall, on the production of any document purporting to be a certified copy of a foreign judgment, presume
that the judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on record;
such presumption may be displaced by proving want of jurisdiction. The Civil Procedure Code only permits
the enforcement of monetary decrees, not being in the nature of any amounts payable in respect of taxes, or
other charges of a like nature or in respect of a fine or other penalty and does not provide for the enforcement
of arbitration awards even if such awards are enforceable as a decree or judgment. A foreign judgment
rendered by a superior court (as defined under the Civil Procedure Code) in any jurisdiction outside India
which the Government of India has by notification declared to be a reciprocating territory, may be enforced
in India by proceedings in execution as if the judgment had been rendered by a competent court in India.

56
Judgments or decrees from jurisdictions which do not have reciprocal recognition with India cannot be
enforced by proceedings in execution in India. Therefore, a final judgment for the payment of money
rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely upon
the general laws of the non-reciprocating territory, would not be enforceable in India. Even if an investor
obtained a judgment in such a jurisdiction against us, our officers or directors, it may be required to institute
a new proceeding in India and obtain a decree from an Indian court.

However, the party in whose favor such final judgment is rendered may bring a new suit in a competent court
in India based on a final judgment that has been obtained in the United States or other such jurisdiction within
three years of obtaining such final judgment. It is unlikely that an Indian court would award damages on the
same basis as a foreign court if an action is brought in India. Moreover, it is unlikely that an Indian court
would award damages to the extent awarded in a final judgment rendered outside India if it believes that the
amount of damages awarded were excessive or inconsistent with public policy in India. In addition, any
person seeking to enforce a foreign judgment in India is required to obtain the prior approval of the RBI to
repatriate any amount recovered, and we cannot assure that such approval will be forthcoming within a
reasonable period of time, or at all, or that conditions of such approvals would be acceptable. Such amount
may also be subject to income tax in accordance with applicable law.

Consequently, it may not be possible to enforce in an Indian court any judgment obtained in a foreign court,
or effect service of process outside of India, against Indian companies, entities, their directors and executive
officers and any other parties resident in India. Additionally, there is no assurance that a suit brought in an
Indian court in relation to a foreign judgment will be disposed of in a timely manner.

Risks Related to the Offer

57. The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after
the Offer.

The Offer Price of the Equity Shares has been determined by our Company in consultation with the BRLMs,
and through the Book Building Process. This price is based on numerous factors, as described under “Basis
for Offer Price” beginning on page 97, and may not be indicative of the market price for the Equity Shares
after the Offer. The market price of the Equity Shares could be subject to significant fluctuations after the
Offer, and may decline below the Offer Price. In addition, the stock market often experiences price and
volume fluctuations that are unrelated or disproportionate to the operating performance of a particular
company. These broad market fluctuations and industry factors may materially reduce the market price of
the Equity Shares, regardless of our Company's performance. As a result of these factors, we cannot assure
you that investors will be able to resell their Equity Shares at or above the Offer Price.

58.

Our Equity Shares have never been publicly traded, and, after the Offer, the Equity Shares may experience
price and volume fluctuations, and an active trading market for the Equity Shares may not develop.

Prior to the Offer, there has been no public market for the Equity Shares, and after the Offer, an active trading
market for the Equity Shares may not develop. Listing and quotation does not guarantee that a market for the
Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The Offer
Price of the Equity Shares has been determined through a book-building process and may not be indicative
of the market price of the Equity Shares at the time of commencement of trading of the Equity Shares or at
any time thereafter. The market price of the Equity Shares may be subject to significant fluctuations in
response to, among other factors, variations in our operating results of our Company, market conditions
specific to the industry we operate in, developments relating to India, volatility in securities markets in
jurisdictions other than India, variations in the growth rate of financial indicators, variations in revenue or
earnings estimates by research publications, and changes in economic, legal and other regulatory factors.
Consequently, the price of our Equity Shares may be volatile, and you may be unable to resell your Equity
Shares at or above the Offer Price, or at all. There has been significant volatility in the Indian stock markets
in the recent past, and our Equity Share price could fluctuate significantly because of market volatility. A
decrease in the market price of our Equity Shares could cause investors to lose some or all of their investment.

59. Fluctuations in the exchange rate between the Indian Rupee and foreign currencies may have an adverse

effect on the value of the Equity Shares, independent of our operating results.

On listing on the Stock Exchanges, the Equity Shares will be quoted in Indian Rupees and any dividends
payable in respect of the Equity Shares will also be paid in Indian Rupees, to be subsequently converted into
a relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange rates
during the time that it takes to undertake such conversion may reduce the net dividend to foreign investors.

57
60.

61,

62.

In addition, any adverse movement in currency exchange rates during a delay in repatriating outside India
the proceeds from a sale of Equity Shares, for example, because of a delay in regulatory approvals that may
be required for the sale of Equity Shares may reduce the proceeds received by our shareholders. For example,
the exchange rate between the Indian Rupee and the U.S. dollar has fluctuated in recent years and may
continue to fluctuate substantially in the future, which may have an adverse effect on returns on the Equity
Shares, independent of our operating results.

Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by us may
dilute your shareholding and adversely affect the trading price of the Equity Shares.

We may be required to finance our growth through future equity offerings. Any future issuance of Equity
Shares, convertible securities or securities linked to Equity Shares by us, including through exercise of
employee stock options may dilute your shareholding in our Company. Any future equity issuances by us
may adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences
including difficulty in raising capital through offering of Equity Shares or incurring additional debt. In
addition, any perception by investors that such issuances or sales might occur may also affect the market
price of the Equity Shares. We cannot assure you that we will not issue Equity Shares, convertible securities
or securities linked to Equity Shares or that our Shareholders will not dispose of, pledge or encumber their
Equity Shares in the future.

Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law
and thereby suffer future dilution of their ownership position.

Under the Companies Act, a company incorporated in India and having share capital must offer its equity
shareholders pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain
their existing ownership percentages prior to issuance of any new equity shares, unless the pre-emptive rights
have been waived by the adoption of a special resolution by holders of three-fourths of such equity shares
voting on such resolution. However, if the law of the jurisdiction that you are in does not permit the exercise
of such pre-emptive rights without our filing an offering document or registration statement with the
applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive rights, unless we
make such a filing. If we elect not to file a registration statement, the new securities may be issued to a
custodian, who may sell the securities for your benefit. The value such custodian receives on the sale of any
such securities and the related transaction costs cannot be predicted. To the extent that you are unable to
exercise any pre-emptive rights granted in respect of the Equity Shares, your ownership position in our
Company could be diluted.

Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under the current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an
Indian company are generally taxable in India. A securities transaction tax (“STT”) is levied both at the time
of sale and acquisition of equity shares (unless exempted under a prescribed notification), and the STT is
collected by an Indian stock exchange on which equity shares are sold. Any capital gain realized on the sale
of listed equity shares on a Stock Exchange held for more than 12 months immediately preceding the date of
transfer will be subject to long term capital gains in India at the specified rates depending on certain factors,
such as whether the sale is undertaken on or off the Stock Exchanges, the quantum of gains and any available
treaty relief. Accordingly, you may be subject to payment of long term capital gains tax in India, in addition
to payment of STT, on the sale of any Equity Shares held for more than 12 months immediately preceding
the date of transfer.

Further, any capital gains realized on the sale of listed equity shares held for a period of 12 months or less
immediately preceding the date of transfer will be subject to short term capital gains tax in India.

Capital gains arising from the sale of the Equity Shares will not be chargeable to tax in India in cases where
relief from such taxation in India is provided under a treaty between India and the country of which the seller
is resident and the seller is entitled to avail benefits thereunder, subject to certain conditions. Generally,
Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other
countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the
Equity Shares. Similarly, any business income realized from the transfer of Equity Shares held as trading
assets is taxable at the applicable tax rates subject to any treaty relief, if applicable, to a non-resident seller.
Additionally, in terms of the Finance Act, 2018, which has been notified on March 29, 2018 with effect from
April 1, 2018, the tax payable by an assessee on the capital gains arising from transfer of long term capital

58
63.

g

65.

asset (introduced as section 112A of the Income-Tax Act, 1961) shall be calculated on such long-term capital
gains at the rate of 10%, where the long-term capital gains exceed % 100,000, subject to certain exceptions in
case of resident individuals and HUF.

Further, the Finance Act, 2019 has made various amendments in the taxation laws and has also clarified that,
in the absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of
securities through stock exchanges will be on the buyer, while in other cases of transfer for consideration
through a depository, the onus will be on the transferor. The stamp duty for transfer of securities other than
debentures, on a delivery basis is specified at 0.015% and on a non -delivery basis is specified at 0.003% of
the consideration amount. These amendments have come into effect from July 1, 2020.

The Government of India had announced the union budget for Fiscal 2022 and the Finance Act, 2021 received
assent from the President of India on March 28, 2021 and was made effective from April 1, 2021. There is
no certainty on the impact that the Finance Act, 2021 may have on our business and operations or in the
industry we operate in. Additionally, the Finance Act does not require DDT to be payable in respect of
dividends declared, distributed or paid by a domestic company after March 31, 2020, and accordingly, such
dividends would not be exempt in the hands of the shareholders, both resident as well as non-resident. The
Company may or may not grant the benefit of a tax treaty (where applicable) to a no
for the purposes of deducting tax at source pursuant to any corporate action including diy

  

Certain of our existing shareholders or future shareholders together may be able to exert substantial
voting control over us, which may limit your ability to influence corporate matters.

As on date of this Prospectus, our Promoters and members of our Promoter Group shareholders beneficially
owned an aggregate of 92.50% of our outstanding Equity Share capital. Our Promoters will continue to
exercise control over our Company post listing and such shareholding may limit your ability to influence
corporate matters that require shareholder approval. The Promoters and members of the Promoter Group may
be able to exercise considerable influence over any matters requiring shareholder approval, including the
election of directors, approval of lending and investment policies and the approval of corporate transactions,
such as a merger or other sale of our Company or its assets or further fund-raising transactions.

Our ability to pay dividends or conduct share buybacks in the future will depend upon future earnings,
financial condition, cash flows, working capital requirements, capital expenditures and lender consents
and we cannot assure you that we will be able to pay dividends or conduct share buybacks in the future.

We currently intend to invest our future earnings, in part or in full, to fund our growth. The amount of our
future dividend payments, if any, will depend upon our future earnings, financial condition, cash flows,
working capital requirements and capital expenditures. In addition, our ability to pay dividends may also be
restricted by the terms of financing arrangements that we may enter into, and any dividend payments we
make may be subject to the prior consent of certain of our lenders pursuant to the terms of the agreements
we have with them. For details, see “Financial Indebtedness” on page 295. Although we have paid dividends
historically on the Equity Shares and also conducted share buyback programs in the past, we cannot assure
you that we will choose, or be able, to pay dividends or conduct share buyback programs in the future. For
further details, see “Dividend Policy” and “Capital Structure” beginning on pages 189 and 78, respectively.

QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw
or lower the size of their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Institutional Investors could revise their Bids during the Bid/Offer Period and withdraw their Bids until the
Bid/ Offer Closing Date. Further, Anchor Investors could not withdraw their Bids after the Anchor Investor
Bidding Date. Allocation to QIBs (other than Anchor Investors) and Non-Institutional Investors will be on a
proportionate basis while allocation to Anchor Investors will be on a discretionary basis. While our Company
is required to complete Allotment pursuant to the Offer within such period as may be prescribed under
applicable law, events affecting the Bidders’ decision to invest in the Equity Shares, including adverse
changes in international or national monetary policy, financial, political or economic conditions, our
business, financial condition and results of operations may arise between the date of submission of the Bid
and Allotment. Our Company may complete the Allotment of the Equity Shares even if such events occur,
and such events limit the Bidders’ ability to sell the Equity Shares allotted pursuant to the Offer or cause the
trading price of the Equity Shares to decline on listing.

59
SECTION III - INTRODUCTION

THE OFFER

The following table summarizes details of the Offer:

 

Th ises of:

 

 

‘Offer of Equity Shares by way of Offer for Sale by the Selling |
Shareholders 2)

36,364,838 Equity Shares, aggregating to %31,491.95**
million

 

which includes:
|

 

 

 

 

 

  

 

 

 

 

 

A) QUB Portion ©) Not more than 18,182,418 Equity Shares up to
| /_315,745.97** million
| of which: —
(i)_ Anchor Investor Portion 10,909,450 Equity Shares
Gi) Net QIB Portion 7,272,968 Equity Shares
°
(a) Available for allocation to Mutual Funds only (5% 363,649 Equity Shares
of the Net QIB Portion) _ -
(b) Balance of the Net QIB Portion for all QIBs 6,909,319 Equity Shares
including Mutual Funds |
B) Non-Institutional Portion Not less than 5,454,726 Equity Shares up to %4,723.79**
million
C) Retail Portion "Not less than 12,727,694 Equity Shares up to

 

 

 

‘Pre and post-Offer Equity Shares

 

 

 

Equity Shares outstanding prior to the Offer (as at the date of this

Prospect

 

242,694,774 Equity Shares

 

 

ty Shares outstanding after the Offer

 

242,694,774 Equity Shares

 

 

 

 

 

 

 

 

 

  

   

 

 

 

| Use of Offer Proceeds "| See “Objects of the Offer” on page 95. Our Company will
not receive any proceeds from the Offer for Sale.
(1) The Offer has been authorized by a resolution of our Board dated September 6, 2021.
(2) The Offer for Sale has been authorised by the Selling Shareholders as follows:
Selling Shareholder Aggregate Dumber of oH ae Being Datelof approval Date of consent letter
| Rhine | 12 Equity Shares |___ September 2, |
[ ___|__ September 2, 2021 |
September 2, 2021
Trust (acting through
its trustee, Modi
Fiduciary Services
Private Limited)
The Equity Shares offered by the Selling Shareholders are eligible for sale as part of the Offer for Sale in terms of the SEBI ICDR
Regulations. Each Selling Shareholder, severally and not jointly, confirms that it has authorized the sale of its portion of the Offered
Shares in the Offer for Sale.
(3) Our Company and the Selling Shareholders, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor

Investors on a discretionary basis. The QIB Portion was accordingly be reduced for the Equity Shares allocated to Anchor Investors.
One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic
Mutual Funds at or above the Anchor Investor Allocation Price. 5% of the Net QIB Portion was available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate
basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. For details, see

“Offer Procedure” on page 335.

*Allocation to Bidders in all categories, except Anchor Investors, if any and Retail Individual Investors, was made on a proportionate
basis subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual Investor was not less than the
minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining available Equity Shares, if any, was
allocated on a proportionate basis. Allocation to Anchor Investors was on a discretionary basis. For details, see “Offer Procedure”

on page 335.

*** Subject to finalisation of Basis of Allotment.

60
For details, including in relation to grounds for rejection of Bids, refer to “Offer Structure “and “Offer Procedure”
on page 332 and 335, respectively. For details of the terms of the Offer, see “Terms of the Offer” on page 326.

61
SUMMARY FINANCIAL INFORMATION
The following table set forth summary financial information derived from the Restated Consolidated Financial
Statements. The summary financial information presented below should be read in conjunction with “Financial

Information” and “Management's Discussion and Analysis of Financial Condition and Results of Operations”
on pages 190 and 262, respectively.

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62
SUMMARY OF RESTATED ASSETS AND LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(@ in million)
Asat Asat As at Asat ‘Asat
September September March 31, March 31, March 31,
30,2021 30,2020 2021 2020 2019
‘ASSETS
‘Non-current assets
(a) Property, plant and equipment 763.76 780.01 794.76 817.43) 736.61
(b) Right of use assets 2,209.10 2,212.29, 2,034.70, 2,460.22, 1,963.30)
(©) Capital work in progress 6.50 4 par A 13.67
(d) Goodwill 157.11) 157.11 5743, 157-11] 157.11
(e) Other intangible assets 1,591.23, 1,615.91 go g5, 1631.41 1,515.65,
(f) Intangible assets under development 114 2.54 4 38 2.54 11.12
(g) Financial assets
(i) Investments 559.61, 468.58 799.78 460.39 251.78
(ii) Others 455.32 389.04 433.93 386.86 343.12
(h) Deferred tax assets (net) 14.34 17.75 15.61 6.05 0.49
(i) Other assets 620.66 628.57 621.82, 628.77 «629.23
(j) Non- current tax assets (net) 121.50 204.15, 41.03 49.95 134.34
‘Total non-current assets 6,500.27, 6,475.95 6,505.24 6,600.73 5,756.42
Current assets
(a) Inventories 1,236.95, 1,239.30 1,012.36 1,208.57, 909.47)
(b) Financial assets
(i) Investments 2,004.88 2,462.56 4,555.92, 3,549.42) 1,692.33
(ii) Trade receivables 4,011.31 3,421.15, 3,612.42 3,720.56 3,327.42
(lii) Cash and cash equivalents 4298 5353 66.10 8866 21.39
(iv) Bank Balances other than (iii) above 4.94 107.88 496 110.37 1,172.53
(v) Others 235.17 161.44 163.30, 131.23 17.33
(c) Other assets 418.53, 420.47, «336.22 420.62, 288.18
(d) Current tax assets (net) 4 J 0.01 85.37 4
‘Total Current assets 7,954.76 7,866.33 9,751.29 9,314.80, 7,428.65
‘Total Assets 14,455.03 14,342.28 16,256.53 15,915.53, 13,185.07
EQUITY AND LIABILITIES | | |
Equity
(a) Equity share capital 242.44 247.87 (247.87, «250.46 250.46)
(b) Other equity 8,351.09 9,158.63 10,666.23, 10,409.68, 8,577.24
‘Total Equity 8,593.53, 9,406.50 10,914.10 10,660.14 8,827.70
Liabilities
'Non-current Liabilities
(a) Financial liabilities
(i) Lease liabilities 1,538.88, 1,534.37 1,396.52) 1,696.62) 1,296.53
(ii) Deposits 815.96 740.13 817.90 736.75 634.25
(©) Provisions 3056 26.63  ©26.01+~«=«23.40~——«*1:7.34
(c) Deferred tax liabilities (net) 165.76 54.47 147.33, 80.71, 90.15

 

63
 

( inmillion)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(d) Other non-current liabilities 358.01 366.34. 357.49, «399.53 394.29
‘Total Non-current Liabilities 2,909.17 2,721.94 2,745.25 2,937.01 2,432.56
Current Liabilities
(a) Financial liabilities
() Borrowings 4 | | F 0.02
(ii) Lease liabilities 828.57 753.80 707.22 730.85 «540.42
(iii) Trade payables
- total outstanding dues of micro enterprises, small
enterprises and medium enterprises 183.10 37.08 121.45 126.59 65.74
- total outstanding dues of creditors other than micro 430.69 222.11 377.48 «377.44 515.35
enterprises, small enterprises and medium enterprises
(iv) Others 202.77, 148.34 107.15 92.47 74.36
(b) Other current liabilities 1,281.08, 1,002.01 1,239.16 940.43 726.43
(0) Provisions 4.16 3.73 3.78 3.83 2.49
(d) Current tax liabilities (net) 21.96 46.77 40.94 46.77
‘Total current liabilities 2,952.33 2,213.84 2,597.18 2,318.38 1,924.81
‘Total liabilities 5,861.50 4,935.78 5,342.43 5,255.39 4,357.37
‘Total equity and liabilities 14,455.03, 14,342.28 16,256.53 15,915.53 13,185.07

 

 

 

 

64
SUMMARY OF RESTATED PROFIT AND LOSS

Particulars

Income:

Revenue from operations

Other income

Total income

Expenses:

Cost of materials used

- Raw materials

- Accessories & packing materials

Purchases of stock-in-trade

‘Changes in inventories of finished goods, work-
in-progress and stock-in-trade

Employee benefits expense

Finance costs

Depreciation and amortisation expense

Other expenses

Total expenses

Profit/(loss) before tax

Tax expense/(credit):

-Current tax {includes charge for earlier
period/years (September 30, 2021 - Nil)
(September 30, 2020 - Nil) (March 31, 2021 -
Nil) (March 31, 2020 - & 0.15 million) (March 31,
2019 - 1.21 million)}

-Deferred tax charge/(credit)

Profit/(loss) for the period/year

Other comprehensive income/(loss) for the
period/year

Item that will not be subsequently reclassified
to profit or loss

(a) Re-measurement gains/(losses) on defined

benefit obligations
(b) Income tax effect on above

Total other comprehensive income/(loss), net of
tax

Total comprehensive income/(loss) for the
period/year

Earnings per equity share (EPS) (face value of
share of INR 1 each) (EPS for six months period
ended September 30, 2021 and September 30,
2020 is not annualised)

Basic (in INR per share)

Diluted (in INR per share)

For the six
months
period ended
September
30, 2021

3,598.43
274.47
3,872.90

419.72
67.08
582.13
(163.88)
230.32
122.35
431.15
859.32
2,548.19
1,324.71

320.28

20.36
984.07

(2.56)

0.65
(1.91)

982.16

4.01
4.01

For the six
months
period ended
September 30,
2020

717.05
371.89
1,088.94

122.48
28.83
70.45

(140.94)

171.31
134.15
491.00
425.83
1,303.11
(214.17)

(37.70)
(176.47)

(0.98)

0.25,
(0.73)

(177.20)

(0.71)
(0.71)

(2 in million, except per share data)

For the
year
ended
March
31, 2021

5,648.16
602.03
6,250.19

554.85,
100.81
707.61
100.04
381.07
258.22
955.29
1,373.13
4,431.02
1,819.17

433.30

56.84
1,329.03

0.88

(0.22)
0.66

1,329.69

5.36
5.36

For the
year
ended
March
31, 2020

9,155.49
324.27
9,479.76

928.61
146.43
1,682.39
(245.21)

532.96
256.06
887.34
2,172.77
6,361.35
3,118.41

796.51

(44.47)
2,366.37

(2.23)

123
(1.00)

2,365.37

9.45
9.45

For the
year
ended
March
31, 2019

8,007.42
190.57
8,197.99

742.08
120.20
1,367.39
(3.81)

472.13
196.30
643.00
1,951.32
5,488.61
2,709.38

 

865.67

79.44
1,764.27

1.64

(057)
1.07

1,765.34

7.04
7.04

* Pursuant to a resolution of our shareholders dated July 16, 2021, each equity share of our Company of face value of @ 2 was sub-divided
into 2 equity shares of face value of @ 1 each. All per share data has been calculated afier giving effect to such sub-division in accordance

with principles of Ind AS 33-"Earnings per share"

65
SUMMARY OF RESTATED CASH FLOWS

 

 

A. Cash Flow from Operating Ac

in million,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit/(loss) before tax 1,324.71 (214.17) 1,819.17 3,118.41 2,709.38
Adjustments for :

Depreciation & amortisation expenses 431.15 491.00 955.29 887.34 643.00
(Profit)/Loss on sale/ discard of property, plant and equipment (net) (0.59) (0.98) (7.22) 1.56 (8.20)
Profit on sale of investments in subsidiary (0.61) < * . *
Interest income (30.36) (88.77) (136.97) __ (158.06) (49.91)
Dividend income from mutual funds : : - | (38.09) (39.11)
Profit on sale of investments (33.31) (21.57) | (47.24) | (62.87) (76.35)
Profit on fair valuation of investments carried at FVTPL (54.40) (7.16) (31.42) (15.14) (3.77)
Provision for doubtful debts & advances 1.94 10.39 26.38 12.60 2.56
Bad debts/advances written off 1.30 0.01 4.20 3.22 0.82
Liabilities/provisions no longer required written back (12.92) (0.50) (46.07) (14.92) (6.56)
Unrealised net loss/(gain) on foreign currency transactions and translations 0.14 (0.24) (0.24) (1.03) 0.23,
Rent concession on lease arrangements (71.65) (248.72) | (338.97) : 2
Gain on termination of lease arrangements (12.78) (0.58) (13.52) - -
Finance cost on lease liabilities 99.05 106.15 204.70 208.57 152.80
Finance cost on others 23.30 28.00 53.52 47.49 43.50
Operating profit before working capital changes 1,664.97 52.86 2,471.61 3,989.08 3,369.39
Movement in working capital:

Increase in other financial assets (99.95) (0.99) (68.34) (111.70) (65.11)
(Increase)/decrease in non financial assets (89.94) (1.81) 80.92 (105.29) (27.67)
(Increase)/decrease in trade receivables (396.27) 289.26 115.84 | (356.26) _(165.15)
(Increase)/decrease in inventories (224.59) (30.72) 196.22 (299.11) (15.58)
Increase in provisions 2.37 2.15 3.44 5.32 5.62
Increase/(decrease) in trade payables 121.76 (244.43) | (27.07) __(84.20) 153.08
Increase in other financial and non financial liabilities 48.39 27.22 98.44 146.93 48.23
Cash Generated from operations 1,026.74 93.54 2,871.06 3,184.77 3,302.81

 

66

 
 

(in million)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax paid (net of refund) (419.73) (68.83) (344.84) (750.30) (954.43)
Net cash flow from operating activities (A) 607.01 24.71 2,526.22 2,434.47 2,348.38
B. Cash Flow from Investing Activities
Purchase of property, plant and equipments, capital work in progress & intangible assets (including capital advances) (191) (18.18) | (124.99) | (284.39) | _(100.57)
Proceeds from sale of property, plant and equipments & intangible assets (including advance received) 79.31 53.68 275.69 100.19 27.80
Interest received 43.31 27.44 110.75 69.42 1.63
Dividend income from investments 3 s 2 38.09 39.11
Proceeds from sale of Investment in subsidiary Company 1.00 = “i = -
Purchase of investments (3,297.65) (1,078.46) (8,033.85) (9,784.82) |__ (5,843.07)
Sale/redemption of investments 5,996.57 2,493.76 6,609.97 8,339.92 __5,380.19
Bank Balances not considered as cash and cash equivalents:

- Deposits placed - (575.04) | (727.54) | (886.28) __(1,170.00)

- Deposits matured 175.00 300.04 1,005.82 1,450.50 36.00
Net cash flow from/(used) in investing activities (B)__2,985.63 1,203.24 (884.15) _ (957.37) | (1,628.91)
C. Cash flow from Financing Activities
Repayment of cash credit 2 : = -_ (126.00)
Repayment of short term borrowings 3 s 2 (0.02) (0.93)
Principal payment of lease liabilities (201.23) (73.18) | (373.41) | (594.63) | _(428.45)
Interest on lease liabilities (99.05) (105.12) | (204.70) | (208.57) |_(152.80)
Interest paid other than interest on lease liabilities (2.17) (0.37) (2.1) (2.74) (1.72)
Dividend Paid (including Corporate Dividend Tax) : < - | (603.87) -
Buy Back of shares (including Tax) (3,313.31) (1,084.41) | (4,084.41) - 7
Net cash used in financing activities (©) (G,615.76) | (1,263.08) (1,664.63) (1,409.83) | _ (709.90)
Net (decrease)/increase in Cash and Cash Equivalents (A+B+C) (23.12) (35.13) (22.56) 67.27 9.57
Cash and Cash Equivalents at the beginning of the period/year 66.10 88.66 88.66 21.39 11.82
Cash and Cash Equivalents at the end of the period/year 42.98 53.53 66.10 88.66 21.39
Components of Cash & Cash Equivalents
Balance with Banks 42.66 53.29 65.67 88.34 21.08
Cash on hand 0.32 0.24 0.43 0.32 0.31

 

 

 

 

 

 

 

67

 
 

(in million)

 

 

 

 

Cash and Cash Equivalents as at the end of the period/year 42.98 53.53 66.10 88.66 21.39
Non-cash investing activities
Acquisition of Right-of-use assets 658.07 189.63 516.13 1,185.17 2,265.39

 

 

 

 

 

 

 

 
GENERAL INFORMATION

Our Company was originally incorporated as “Vedant Fashions Private Limited” at Kolkata, West Bengal, as a
private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated May 24,
2002, issued by the RoC. Pursuant to a takeover agreement dated June 1, 2002, the business of a proprietorship
firm by the name of “M/s Vedant Creation”, which was being carried out by one of our individual Promoters
namely Ravi Modi, was transferred to our Company as a going concern. Subsequently, our Company was
converted into a public limited company under the Companies Act, 2013, pursuant to the approval accorded by
our Shareholders at their extra-ordinary general meeting held on July 16, 2021. Consequently, the name of our
Company was changed to “Vedant Fashions Limited” and a fresh certificate of incorporation consequent upon
conversion from a private limited company to a public limited company was issued to our Company by the RoC
on August 25, 2021. For further details relating to the changes in the name of our Company and the registered
office of our Company, see “History and Certain Corporate Matters” on page 159.

Registered and Corporate Office
The address and certain other details of our Registered and Corporate Office are as follows:

Vedant Fashions Limited

Paridhan Garment Park

19, Canal South Road, SDF-1, 4" Floor
A501-502

Kolkata 700 015

West Bengal

India

For details of the changes in our registered office, see “History and Certain Corporate Matters - Change in the
registered office” at page 159.

Company Registration Number and Corporate Identity Number
The registration number and corporate identity number of our Company are as follows:
a. Registration number: 094677

b. Corporate identity number: U51311WB2002PLC094677

The Registrar of Companies

Our Company is registered with the Registrar of Companies, West Bengal at Kolkata, which is situated at the
following address:

Nizam Palace

2nd MSO Building

2nd Floor

234/4 A.J.C. Bose Road,
Kolkata 700 020

West Bengal

India

Board of Directors

The following table sets out the brief details of our Board as on the date of this Prospectus:

Name Designations DIN Address

Ravi Modi Chairman and Managing 00361853 Flat no. 2C, Shyam Kunj, 12C, Lord Sinha Road,
Director Kolkata, West Bengal 700071

Shilpi Modi Whole-time Director 00361954 | Flat no. 2C, Shyam Kunj, 12C, Lord Sinha Road,

Kolkata, West Bengal 700071

69
Name Designations DIN Address

Sunish Sharma Nominee Director 00274432 | 1305 North Tower The Imperial, BB Nakashe Marg,
Tardeo, Tulsiwadi, Mumbai, Maharashtra India
400034

Manish Mahendra | Independent Director 00026496 | Flat No. 1801/1802, C Tower, Beaumonde,

Choksi Appasaheb Marathe Marg, Opp. Tata Motors,
Prabhadevi, Mumbai, Maharashtra 400025

Tarun Puri Independent Director 02117623 6A, Crown Aura, Jakkur Plantation Road, Near ITC
Garden Enclave, Jakkuru, Bangalore North,
Bengaluru, Karnataka, 560064

Abanti Mitra Independent Director 02305893 | B-2505 Oberoi Woods Mohan Gokhale Marg,

Goregaon-East Mumbai, Maharashtra 400063

For further details of our Board of Directors, see “Our Management-Board of Directors” on page 166.

Company Secretary and Compliance Officer

Navin Pareek is the Company Secretary and Compliance Officer our Company. His contact details are as follows:

Navin Pareek

Paridhan Garment Park

19, Canal South Road

SDF-1, 4" Floor, A501-502

Kolkata 700 015

West Bengal

India

Telephone: +91 33 6125 5495

E-mail: complianceofficer@manyavar.com

Book Running Lead Managers

Axis Capital Limited

1% Floor, Axis House,

C-2 Wadia International Center,
Pandurang Budhkar Marg,

Worli, Mumbai - 400 025

Maharashtra, India

Telephone: +91 22 4325 2183

E-mail: vedantfashions.ipo@axiscap.in
Website: www.axiscapital.co.in
Investor grievance e-mail: complaints@axiscap.in
Contact person: Sagar Jatakiya

SEBI registration no.: INM000012029

ICICI Securities Limited

ICICI Venture House, Appasaheb Marathe Marg,
Prabhadevi

Mumbai — 400025

Maharashtra, India

Telephone: +91 22 6807 7100

E-mail: vedant.ipo@icicisecurities.com
Investor grievance e-mail:
customercare@icicisecurities.com
Contact person: Monank Mehta
Website: www. icicisecurities.com

SEBI Registration No.: INM000011179

Kotak Mahindra Capital Company Limited
1% Floor, 27 BKC, Plot No. C-27

G Block, Bandra Kurla Complex

Bandra (East)

70

Edelweiss Financial Services Limited
6th Floor, Edelweiss House

Off CST Road, Kalina

Mumbai 400 098

Maharashtra, India

Telephone: +91 22 4009 4400

E-mail: manyavar.ipo@edelweissfin.com
Investor grievance e-mail:
customerservice.mb@edelweissfin.com
Website: www.edelweissfin.com
Contact person: Dhruv Bhavsar/Nikhil Joshi
SEBI registration no.: INM0000010650

IIFL Securities Limited

10" Floor, IIFL Centre

Kamala City, Senapati Bapat Marg Lower Parel
(West)

Mumbai 400 013

Maharashtra, India

Telephone: + 91 22 4646 4600

E-mail: manyavar.ipo@iiflcap.com

Website: www.iiflcap.com

Investor grievance E-mail: ig.ib@iiflcap.com
Contact person: Shirish Chikalge

SEBI Registration No.: INM000010940
Mumbai 400 051

Maharashtra, India

Telephone: +91 22 4336 0000

E-mail: vfl.ipo@kotak.com

Investor grievance e-mail: kmccredressal@kotak.com
Website: www.investmentbank.kotak.com

Contact person: Ganesh Rane

SEBI Registration No: INM000008704

Syndicate Members

Kotak Securities Limited

4" Floor 12-BKC G Block Plot No. C-12
Bandra Kurla Complex Bandra (East)
Mumbai 400 051

Maharashtra India

Telephone: 022-62185470

E-mail: umesh.gupta@kotak.com
Website: www.kotak.com

Contact person: Umesh Gupta

SEBI Registration No: INZ000200137

Edelweiss Securities Limited

Edelweiss House

Off. C.S.T. Road Kalina

Mumbai 400 098

Maharashtra India

Telephone: +91-22-4063 5569

E-mail: prakash.boricha@edelweissfin.com
Website: www.edelweissfin.com

Contact person: Prakash Boricha

SEBI Registration No: INZ000166136

Legal Counsel to the Company and the Promoter Selling Shareholder as to Indian law

Khaitan & Co

10" & 13" Floor, Tower 1C
One World Centre

841, Senapati Bapat Marg
Mumbai 400 013

Maharashtra, India
Telephone: +91 22 6636 5000

Legal Counsel to the BRLMs as to Indian law

Cyril Amarchand Mangaldas

5th floor, Peninsula Chambers
Peninsula Corporate Park

Ganpatrao Kadam Marg, Lower Parel
Mumbai 400 013

Maharashtra, India

Telephone: +91 22 2496 4455

International Legal Counsel to the BRLMs

Sidley Austin LLP

Level 31, Six Battery Road
Singapore 049909
Telephone: +65 6230 3900

Legal Counsel to the Investor Selling Shareholders

IndusLaw
#107, 1° Floor

vA
Mistry Mansion

M.G. Road Fort

Mumbai - 400001
Maharashtra India
Telephone: +91 22 40074400

Registrar to the Offer

KFin Technologies Private Limited

Selenium Tower B

Plot 31 & 32, Gachibowli

Financial District, Nanakramguda
Serilingampally, Hyderabad, Telangana 500 032
India

Telephone: +91 40 6716 2222

Email: manyavar.ipo@kfintech.com

Website: www.kfintech.com/

Investor grievance e-mail: einward.ris@kfintech.com
Contact person: M. Murali Krishna

SEBI registration number: INR000000221

Bankers to our Company

Kotak Mahindra Bank

22 Camac Street, Block C

5" Floor

Kolkata 700 016

West Bengal, India

Tel: +91 (33) 6825 4205

Contact person: Bibhudutta Dash
E-mail: bibhudutta.dash@kotak.com
Website: www.kotak.com

HDFC Bank

3A, Gurusaday Road

Kolkata 700 019

West Bengal

India

Tel: +91 (33) 6638 4124

Contact person: Abhishek Chatterjee
E-mail: Abhishek.Chatterjee@hdfcbank.com
Website: www.hdfcbank.com

ICICI Bank Limited

3A Gurusaday Road

Rowland Road, Ballygunge

Kolkata 700 019

West Bengal, India

Tel: +91 98311 40008

Contact person: Nishith Saraogi
E-mail: nishith.saraogi@icicibank.com
Website: www.icicibank.com

Banker(s) to the Offer
Escrow Collection Bank, Public Offer Account Bank and Refund Bank

ICICI Bank Limited

Capital Market Division 1st Floor

122, Mistry Bhavan, Dinshaw Vachha Road
Backbay Reclamation Churchgate

Mumbai, Maharashtra — 400020
Telephone: 022-66818911/23/24

Bs!
E-mail: sagar.welekar@icicibank.com
Website: www.icicibank.com

Contact person: Sagar Welekar

SEBI Registration No: INBI00000004

Sponsor Banks

ICICI Bank Limited
Capital Market Division 1st Floor

122, Mistry Bhavan, Dinshaw Vachha Road
Backbay Reclamation Churchgate

Mumbai, Maharashtra — 400020
Telephone: 022-66818911/23/24

E-mail: sagar.welekar@icicibank.com

Kotak Mahindra Bank Limited

Kotak Infiniti, 6" Floor, Building number 21
Infinity Park

Off Western Express Highway

General A.K Vaidya Marg, Malad(East)
Mumbai 400 097, Maharashtra

Telephone: 022 6605 6588

Website: www.icicibank.com

E-mail: cmsipo@kotak.com

  

 

Contact person: Sagar Welekar Website: www.kotak.com
SEBI Registration No: INBI00000004 Contact person: Kushal Patankar

SEBI registration number: INBI00000927
Axis Bank Limited
AC Market Building

4" Floor, 1, Shakespeare Sarani

Kolkata 700071

West Bengal

Telephone: 967444797 1/033-6701 4400
E-mail: somnath.biswas@axisbank.com
Website: www.axisbank.com

Contact person: Somnath Biswas

SEBI Registration No: INB100000017

Designated Intermediaries

Self-Certified Syndicate Banks

The list of SCSBs is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes on
the SEBI website, or at such other website as may be prescribed by SEBI from time to time. A list of the
Designated Branches of the SCSBs with which a Bidder (other than an Anchor Investor and RIB using the UPI
Mechanism), not bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP could
submit the Bid cum Application Forms is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 on the SEBI website,
and at such other websites as may be prescribed by SEBI from time to time.

SCSBs eligible as Issuer Banks and mobile applications enabled for UPI Mechanism

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Retail Individual Investors using the UPI
Mechanism could only apply through the SCSBs specified on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=40) and the Mobile
Apps, as updated from time to time.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted to a member of the Syndicate, the
list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of
Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, as updated from time to
time or any such other website as may be prescribed by SEBI from time to time. For more information on such
branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the
SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmld=35 or any such other
website as may be prescribed by SEBI from time to time.

Broker Centres/ Designated CDP Locations/ Designated RTA Locations
In accordance with SEBI Circular No. CIR/CFD/14/2012 dated October 4, 2012 and

CIR/CED/POLICYCELL/11/2015 dated November 10, 2015, Bidders (other than Anchor Investors and RIBs
using the UPI Mechanism) could submit Bid cum Application Forms with the Registered Brokers at the Broker

73
Centres, CDPs at the Designated CDP Locations or the RTAs at the Designated RTA Locations, respective lists
of which, including details such as address and telephone number, are available at the websites of the Stock
Exchanges at www.bseindia.com and www.nseindiacom and at the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35. The list comprising
the details of branches of the SCSBs at the Broker Centres, named by the respective SCSBs to receive deposits
of the Bid cum Application Forms from the Registered Brokers will be available on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35 and updated from
time to time.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated February 9, 2022 , from S.R. Batliboi & Co. LLP, Chartered
Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI
ICDR Regulations, in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act,
2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report
dated November 8, 2021 on our Restated Consolidated Financial Statements; and (ii) their report dated September:
6, 2021 on the statement of special tax benefits in this Prospectus and such consent has not been withdrawn as on
the date of this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined
under the U.S Securities Act.

Statutory Auditors

S.R. Batliboi & Co. LLP, Chartered Accountants
Address: 22 Camac Street, Block- B 3rd Floor
Kolkata - 700 016

West Bengal, India

Telephone: +91 33 6615 3400

Firm Registration Number: 301003E/E300005
E-mail: srbc@srb.in

Peer Review Certificate Number: 013326

Changes in Auditors

There has been no change in the auditors of our Company during the three years preceding the date of this
Prospectus.

IPO Grading

No credit agency registered with SEBI has been appointed for obtaining grading for the Offer.
Appraising Entity

No appraising entity has been appointed in relation to the Offer.

Monitoring Agency

The Offer being made by way of an offer for sale of the Equity Shares by the Selling Shareholders, there is no
requirement to appoint a monitoring agency in relation to the Offer.

Credit Rating

As the Offer is of Equity Shares, credit rating is not required.

Debenture Trustee

As the Offer is of Equity Shares, the appointment of debenture trustees is not required.

Green Shoe Option

No green shoe option is contemplated under the Offer.

74
Statement of inter-se allocation of responsibilities among the BRLMs

The responsibilities and coordination by the BRLMs for various activities in the Offer are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

non-institutional allocation, coordination with Registrar, SCSBs and Banks,
intimation of allocation and dispatch of refund to Bidders, etc.

" Post-Offer activities, which shall involve essential follow-up steps including
allocation to Anchor Investors, follow-up with Bankers to the Offer and
SCSBs to get quick estimates of collection and advising the Issuer about the
closure of the Offer, based on correct figures, finalisation of the basis of
allotment or weeding out of multiple applications, listing of instruments,
dispatch of certificates or demat credit and refunds/unblocking of application
monies and coordination with various agencies connected with the post-Offer
activity such as registrar to the Offer, Bankers to the Offer, SCSBs including

for underwriting arrangements, as applicable.

Payment of the applicable securities transactions tax on sale of unlisted equity _
shares by the Selling Shareholder under the Offer for Sale to the Government
and filing of the securities transactions tax return by the prescribed due date as
|_per Chapter VII of Finance (No. 2) Act, 2004.

Co-ordination with SEBI and Stock Exchanges for refund of 1% security
deposit and submission of all post Offer reports including the initial and final

|_post Offer report to SEBI

 

    

 

 

 

75

 

 

Sr.No Activity Responsibility Co-ordinator (s)
1. Capital structuring, positioning strategy and due diligence of the Company ‘All BRLMs Axis ]
including its operations/management/business plans/legal etc. Drafting and
design of the Draft Red Herring Prospectus, and of statutory advertisements
including a memorandum containing salient features of the Prospectus. The
Managers shall ensure compliance with stipulated requirements and
completion of prescribed formalities with the Stock Exchanges, RoC and SEBI
including finalisation of Prospectus and RoC filing.
Drafting and approval of all statutory advertisement ‘All BRLMs Axis
3 Drafting and approval of all publicity material other than statutory ‘All BRLMs Edelweiss
advertisement as mentioned above including corporate advertising, brochure,
etc. and filing of media compliance report.
4. | Appointment of Registrar to the Offer, Advertising Agency and Printer to the All BRLMs ‘Axis
Offer including co-ordination for their agreements.
‘5. | Appointment of all other intermediaries and including co-ordination for all |All BRLMs. T-Sec
other agreements
6. | Preparation of road show presentation ‘All BRLMs Kotak
Zr Preparation of FAQs for the road show team ‘All BRLMs Edelweiss and
TFL
8. __ International institutional marketing of the Offer, which will cover, inter ali All BRLMs Kotak
iivision of international investors for one-to-one
meetings
9. Domestic institutional marketing of the Offer, which will cover, inter alia: ‘All BRLMs Axis
Finalizing the list and division of domestic investors for one-to-one meetings _
Finalizing domestic road show and investor meeting schedules
10. i All BRLMs Edelweiss and I-
Sec
 _ Finalising collection centres
« _ Finalising commission structui
© Follow-up on distribution of publicity and Offer material including form,
7 _RHP/Prospectus and deciding on the quantum of the Offer material
11. | Conduct Non- institutional marketing of the Offer, which will cover, inter alia, ‘All BRLMs FL
+ Finalising media, marketing and public relations strategy including list of
frequently asked questions at non-institutional road shows; and
+ Finalising centres for holding conferences for brokers, etc.;
12. | Anchor coordination, Anchor CAN and intimation of anchor allocation, book ‘All BRLMs Kotak
building software, bidding terminals and mock trading, payment of 1%
__ security deposit to the designated stock exchange. ee _
13. | Managing the book and finalization of pricing in consultation with the All BRLMs Axis
_____| Company. | _ _
14. | Post bidding activities including management of escrow accounts, coordinate ‘All BRLMs T-Sec

 
Filing
A copy of the Draft Red Herring Prospectus was filed electronically on SEBI’s online portal and at

cfddil@sebi.gov.in, in accordance with the instructions issued by SEBI on March 27, 2020, in relation to “Easing
of Operational Procedure — Division of Issues and Listing - CFD”.

A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act was filed with the RoC and a copy of this Prospectus to be filed under Section
26 of the Companies Act, 2013 shall be filed with the RoC at its office and through its electronic portal.

Book Building Process

Book building, in the context of the Offer, referred to the process of collection of Bids from investors on the basis
of this Prospectus and the Bid cum Application Forms. The Price Band was decided by our Company and the
Selling Shareholders, in consultation with the BRLMs, and was advertised in all editions of Financial Express (a
widely circulated English national daily newspaper), all editions of Jansatta (a Hindi national daily newspaper)
and Kolkata edition of Dainik Statesman (a widely circulated Bengali newspaper, Bengali being the regional
language of West Bengal where our Registered and Corporate Office is located), at least two Working Days prior
to the Bid/Offer Opening Date and was made available to the Stock Exchanges for the purposes of uploading on
their respective websites. The Offer Price was determined by our Company and the Selling Shareholders, in
consultation with the BRLMs after the Bid/Offer Closing Date.

All investors, other than Retail Individual Investors and Anchor Investors, participated through the ASBA process.
by providing the details of their respective ASBA Account in which the corresponding Bid Amount was blocked
by the SCSBs. Retail Individual Investors participated through the ASBA process by providing the details of their
respective ASBA Account in which the corresponding Bid Amount was blocked by the SCSBs or using the UPI
Mechanism. Anchor Investors were not permitted to participate in the Offer through the ASBA process or the
UPI Mechanism.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors were not permitted to
withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any
stage. Retail Individual Investors could revise their Bids during the Bid/ Offer Period and withdraw their Bids
until the Bid/ Offer Closing Date. Further, Anchor Investors could not withdraw their Bids after the Anchor
Investor Bidding Date. Allocation to QIBs (other than Anchor Investors) and Non-Institutional Investors would
be on a proportionate basis while allocation to Anchor Investors was on a discretionary basis. For further details,
see “Terms of the Offer” and “Offer Procedure” on pages 326 and 335, respectively.

The Book Building Process and the Bidding process are subject to change from time to time, and the
Bidders are advised to make their own judgment about investment through the aforesaid processes prior
to submitting a Bid in the Offer.

Bidders should note that the Offer is also subject to obtaining (i) final approval of the RoC after this
Prospectus is filed with the RoC; and (ii) final listing and trading approvals from the Stock Exchanges,
which our Company shall apply for after Allotment.

For further details on the method and procedure for Bidding, see “Offer Procedure” on page 335.

Illustration of Book Building Process and Price Discovery Process.

For an illustration of the Book Building Process and the price discovery process, see “Terms of the Offer” and “Offer
Procedure” on pages 326 and 335, respectively.

Underwriting Agreement

Our Company and the Selling Shareholders have entered into an Underwriting Agreement with the Underwriters
for the Equity Shares proposed to be offered through the Offer. Pursuant to the terms of the Underwriting
Agreement, the obligations of the Underwriters will be several and will be subject to certain conditions to closing,

as specified therein.

The Underwriting Agreement is dated February 9, 2022. The Underwriters have indicated their intention to
underwrite the following number of Equity Shares:

76
‘Name, address, telephone and e-mail of the
Underwriters

‘Axis Capital Limited

Ist Floor, Axis House

C-2, Wadia Intemational Centre

P.B. Marg, Worli

Mumbai 400 025

Maharashtra, India

Tel: +91 22 4325 2183

E-mail: vedantfashions.ipo@axiscap.in
Edelweiss Financial Services Limited

6th Floor, Edelweiss House

Off CST Road, Kalina

Mumbai 400 098

Maharashtra, India

Telephone: +91 22 4009 4400

E-mail: manyavar.ipo@edelweissfin.com
Edelweiss Securities Limited

Edelweiss House

Off. C.S.T. Road Kalina

Mumbai 400 098

Maharashtra India

‘Telephone: +91-22-4063 5569

E-mail: prakash.boricha@edelweissfin.com
ICICI Securities Limited

ICICI Venture House,

‘Appasaheb Marathe Marg,

Prabhadevi, Mumbai- 400 025
Maharashtra, India Tel: +91 22 6807 7100
E-mail: vedant.ipo@icicisecurities.com
IIFL Securities Limited

10th Floor, FL Centre

Kamala City, Senapati Bapat Marg Lower Parel (West)
Mumbai 400 013

Maharashtra, India

Telephone: + 91 22 4646 4600

E-mail: manyavar.ipo@iifleap.com
Kotak Mahindra Capital Company Limited
Ist Floor, 27 BKC

Plot No. 27, “G” Block

Bandra Kurla Complex

Bandra (East)

Mumbai 400 051

Maharashtra, India

Tel: +91 22 4336 0000

E-mail: vfl.ipo @kotak.com

Kotak Securities Limited

4th Floor, 12 BKC, G Block, Bandra Kurla
Complex

Bandra (E), Mumbai 400 051
Maharashtra, India

Tel: +91 22 6218 5470

E-mail: umesh.gupta@kotak.com

 

The abovementioned underwriting commitment is indicative and will be finalized after finalisation of Basis of

Indicative number of
Equity Shares to be underwritten

7,272,967

7,272,868

100

7,272,967

7,272,968

7,272,868

100

Allotment and will be subject to the provisions of the SEBI ICDR Regulations.

In the opinion of our Board of Directors, the resources of the Underwriters are sufficient to enable them to
discharge their respective underwriting obligations in full. The Underwriters are registered with the SEBI under
Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our IPO Committee, at its
meeting held on February 9, 2022, has accepted and entered into the Underwriting Agreement mentioned above

on behalf of our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with
respect to Equity Shares allocated to investors procured by them. The extent of underwriting obligations and the

Bids to be underwritten in the Offer shall be as per the Underwriting Agreement.

x

Amount
Underwritten
(in & million)

6,298.39

6,298.30

0.09

6,298.39

6,298.39

6,298.30

0.09
CAPITAL STRUCTURE
The Equity Share capital of our Company as on the date of this Prospectus is as set forth below:

(in 2, except share data or indicated otherwise)

Aggregate value at face Aggregate value at
value Offer Price*

A | AUTHORIZED SHARE CAPITAL
301,000,000 Equity Shares (of face value of & 1 each) 301,000,000 =

B__| ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE AND AFTER THE OFFER
242,694,774 Equity Shares (of face value of % | each) 242,694,774 z

C_| PRESENT OFFER IN TERMS OF THIS PROSPECTUS
Offer for Sale of 36,364,838 Equity Shares of face value of 2 36,364,838 31,491,949,708
1 each aggregating to %31,491.95* million “)

D_| SECURITIES PREMIUM
Before the Offer 69,847,384
After the Offer 69,847,384
* Subject to finalisation of Basis of Allotment.
(1) The Offer has been authorized by a resolution of our Board dated September 6, 2021. The Selling Shareholders have consented to
participate in the Offer for Sale pursuant to their consent letters, each dated September 2, 2021. For further details of authorizations
received for the Offer for Sale, see “Other Regulatory and Statutory Disclosures” on page 309.

Changes in the authorised share capital of our Company

For details of the changes to the authorised share capital of our Company in the past 10 years, see “History and
Certain Corporate Matters- Amendments to our Memorandum of Association” on page 160.

Notes to the Capital Structure

1. Equity Share Capital history of our Company

The following table sets forth the history of the Equity Share capital of our Company.

Issue
Date of Reason/Particulars of No. of equity shares ema Face ee hee
allotment/cancellation/buy- allotmendcancellation/buy- alloted/cancelled/bought- (1%) value aul ase
back/split of equity shares back/split of equity shares back/split eo) a
®
May 24, 2002 Initial subscription to the 10,000 10,000 10 10. Cash
MOA®
June 10, 2002 Further Issue @) 50,000, 60,000 10 10 Cash
September 1, 2002 Further Issue © 102,100 162,100 10 10, Cash
November 1, 2002 Further Issue 50,000, 212,100 10 +10 Cash
December 5, 2002 Further Issue © 100 212,200 10 10 Cash
December 16, 2002 Further Issue © 42,500 254,700 10 10, Cash
February 1, 2003 Further issue 51,000 305,700 10 10, Cash
October 23, 2003 Further Issue © 25,700 331,400 ‘10 40 Cash
November 20, 2003 Further issue © 166,400, 497,800 10/40 ‘Cash
March 31, 2004 Further issue © 104,600 602,400 10° 40 Cash
March 31, 2005 Further issue) 675,000 1,277,400 10 40 Cash
March 31, 2006 Further issue (2) 1,010,000, 2,287,400 10 50, Cash
March 31, 2006 Further issue (3) 170,000, 2,457,400 10 67, Cash
September 14, 2006 Further issue (4) 174,000 2,631,400 10 51\ Cash
December 16, 2006 Bonus issue in the ratio of 1:2 5,262,800 7,894,200 10 N.A Bonus issue

as)

78
Issue

Date of earon Particulars cf alieNo! of equity cbereoMalo sae ces | Face Wea
allotment/cancellation/buy- allotment/cancellation/buy- allotted/cancelled/bought- md value Baie ae a
back/split of equity shares back/split of equity shares back/split a Oe

®
March 31, 2007 Further issue 9) 560,080 8,454,280 10 50: Cash
March 31, 2008 Further issue 1,080,000 9,534,280 10 50 Cash
March 31, 2009 Further issue “®) 770,000, 10,304,280 10, 50, Cash
March 31, 2010 Further issue ©) 953,000 11,257,280 10 50, Cash
March 31, 2011 Further issue @) 600,000 11,857,280, 10 150/ Cash
‘August 24, 2017 Preferential allotment 2 654,237 12,511,517, 103,439.12) Cash

Pursuant to a shareholders’ resolution dated November 22, 2017, the Company sub-divided its share capital by sub-dividing the face
value of its equity shares from 210 per equity share to 82 per equity share, Accordingly, by virtue of such split, with effect from

November 22,

2017, the issued capital of our Company stood altered to 62,557,585 equity shares of 22 each @)

December 5, 2017 Bonus issue in the ratio of 1:1 62,557,585 125,115,170, 2) ~~ NA/ Bonus issue
(23)

November 20, 2018 Cancellation of equity shares (9,530,000) 115,585,170, - -| =
e

December 21, 2018 Allotment pursuant to 9,642,250 125,227,420, 2 2*° Other than
Scheme of Amalgamation @) cash

‘April 28, 2020 Buy back 2) (1,294,121) 123,933,299 2,680, =

July 14, 2021 Buy-back @) (2,717,172) 121,216,127, 2) 990) ~

Pursuant to a resolution of our Shareholders dated July 16, 2021, each equity share of our Company of face value of € 2 was sub-
divided into 2 equity shares of face value of 2 1 each. Accordingly, 121,216,127 equity shares of 2 each were sub-divided into
242,432,254 equity shares of face value of @ 1 each.

October 16, 2021 Exercise of employee 262,520/242,694,774 1 172 Cash

M
@
a

o

(10)

ay

stock options (9)
Allotment of 5,000 equity shares each to Ravi Modi and Shilpi Modi pursuant to initial subscription to the MoA.

Alllotment of 50,000 equity shares to Ravi Modi.

Allotment of 50,000 equity shares each to Ravi Modi and Shilpi Modi, 100 equity shares each to Anil Kumar Tikmani, Urmila
Devi Sanghai, Ramu Didwania, Pradip Kumar Bhansali, Premkant Bagaria, Chanda Kumar Jain, Binod Kumar Choudhary,
Rakesh Kumar, Sandeep Daga, Rajesh Kumar Kejriwal, Meena Jain, Prinay Kumar Pankaj, Sharwan Kumar Patwari, Sitaram
Gadia, Sitaram Gadia HUF, Sarada Devi Gadia, D.N. Modi HUF, Ravi Modi HUF, Uttam Modi, Vandana Tikmank and Kavita
Modi.

Allotment of 50,000 equity shares to Ravi Modi.
Allotment of 100 equity shares to Usha Devi Modi.

Allotment of 5,000 equity shares each to Shilpi Modi, D.N. Modi HUF, Ravi Modi HUF, Uttam Modi and Vandana Tikmani and
17,500 equity shares to Kavita Modi.

Allotment of 30,000 equity shares to Ravi Modi, 12,000 equity shares to Shilpi Modi and 9,000 equity shares to Usha Devi Modi.

Allotment of 3,250 equity shares to Ravi Modi, 1,250 equity shares to Shilpi Modi, 625 equity shares to D.N. Modi HUF, 625
equity shares to Ravi Modi HUF, 3,250 equity shares to Vandana Tikmani, 1,250 equity shares to Kavita Modi, 25 equity shares
to Bishnudutta Goenka, 25 equity shares to Gitadevi Goenka, 15,000 equity shares to K.B. Combines Private Limited, 25 equity
shares to Rajesh Agarwal and 375 equity shares to Usha Devi Modi.

Allotment of 25,000 equity shares to K.B. Combines Private Limited, 37,500 equity shares to MKK Zip Industries Pvt Ltd, 12,500
equity shares to Vimal Poddar, 12,500 equity shares to Basanti Devi Mittal, 12,500 equity shares to Priti Mittal, 12,500 equity
shares to Radha Shyam Agarwal, 12,500 equity shares to Sajan Kumar Swaika, 12,500 equity shares to Payal Dealers Pvt. Ltd.,
12,500 equity shares to Durga Devi Agarawal, 12,500 equity shares to Punam Agarwal, 1,950 equity shares to Ravi Modi, 950
equity shares to Shilpi Modi and 1,000 equity shares to Usha Devi Modi.

Allotment of 1,500 equity shares to D.N. Modi HUF, 100 equity shares to Jyoti Chirimar, 1,500 equity shares to Kavita Modi,
1,500 equity shares to Ravi Modi HUF, 12,500 equity shares to Baby Mittal, 12,500 equity shares to Chhote Lal Gupta, 25,000
equity shares to Metropolitan Carriage & Trading Co Ltd, 37,500 equity shares to Pirjee Commerce & Trading Co. Pvt Ltd and
12,500 equity shares to Tobu Engineering.

Allotment of 37,500 equity shares to Abhyudaya Builders (P) Ltd, 37,500 equity shares to Devgriha Promoters (P) Ltd, 37,500
equity shares to Nivedan Realtors (P) Ltd, 37,500 equity shares to Novex Vinimay (P) Ltd, 50,000 equity shares to Pioneer Zippers
(P) Ltd, 75,000 equity shares to Plus Jet Finvest (P) Ltd, 50,000 equity shares to Tobu Toys Ltd, 37,500 equity shares to Prayas
Finance & Investment Pvt. Ltd., 62,500 equity shares to Satyavan Sales Promotion (P) Ltd., 25,000 equity shares to Shakun Finex
(P) Ltd, 25,000 equity shares to Tobu Financial Services Ltd, 50,000 equity shares to Rahul Traders (P) Ltd, 37,500 equity shares
to Payal Dealers (P) Ltd, 75,000 equity shares to Metropolitan Carriage & Trading Co Pvt Ltd and 37,500 equity shares to Tobu
Engineering Limited.

79
(2)

(13)

a4)

(1s)

(16)

a7)

(18)

ag)

(20)
21)
(22)

(23)

(24)

(25)

Allotment of 80,000 equity shares to K.B. Combines Pvt Ltd, 20,000 equity shares to Metropolitan Carriage & Trading Co Pvt
Ltd, 20,000 equity shares to Pirji Commerce & Trading Co. Pvt Ltd, 60,000 equity shares to Plus Jet Finvest Pvt Ltd, 90,000
equity shares to Tobu Financial Services Pvt Ltd, 80,000 equity shares to Tobu Toys Pvt Ltd, 50,000 equity shares to Daksh Trade
Link Pvt Ltd, 90,000 equity shares to Ganesh Shyam Ashiana Pvt Ltd, 90,000 equity shares to Gurukul Properties Pvt Ltd, 90,000
equity shares to Maa Jagdamba Nirman Pvt Ltd, 90,000 equity shares to Rajgharana Properties Pvt Ltd, 60,000 equity shares to
Sadgi Commercial & Finance Pvt Ltd, 60,000 equity shares to Seionara Finvest Pvt Ltd, 40,000 equity shares to Symphony
Vinimay Pvt Ltd, 50,000 equity shares to Trishla Commercial & Finance Pvt Ltd, 40,000 equity shares to Vedika Vyapaar Pvt
Led.

Alllotment of 6,000 equity shares to Jagdish Agarwal, 6,000 equity shares to Deepak Jhunjhunwala, 6,000 equity shares to Koshlya
Devi Sharma, 6,000 equity shares to Sunita Tulshian, 6,000 equity shares to Raju Agarwal, 5,000 equity shares to Santosh Devi
Agarwal, 5,000 equity shares to Archana Agarwal, 7,000 equity shares to Gopal Kumar Agarwal, 7,000 equity shares to Vinod
Vijoy, 6,000 equity shares to Shanti Devi Agarwala, 6,000 equity shares to Puspa Devi Agarwal, 4,000 equity shares to Rajendra
Kumar Tulshian, 6,000 equity shares to Payal Agarwal, 7,000 equity shares to Manmohan Jhunjhunwala, 7,000 equity shares to
Ved Prakash Mittal, 5,000 equity shares to Subhas Chandra Agarwal, 5,000 equity shares to Suman Agarwal, 7,000 equity shares
to Binod Agarwal, 7,000 equity shares to Sambhu Agarwala, 7,000 equity shares to Kedar Nath Agarwal, 7,000 equity shares to
Prakash Chand Tulshian, 6,000 equity shares to Punam Agarwal, 6,000 equity shares to Ashok Kumar Agarwal, 7,000 equity
shares to Bina Agarwal, 7,000 equity shares to Vijay Kumar Agarwal, 6,000 equity shares to Uma Agarwal, 5,000 equity shares
to Anita Mittal, 5,000 equity shares to Meena Agarwal.

Allotment of 9,600 equity shares to Anil Kumar Agarwal, 9,600 equity shares to Bishnudutt Goenka, 6,800 equity shares to Rajesh
Kumar Agarwal, 9,600 equity shares to Ramjee Lal Agarwal, 6,800 equity shares to Sajan Kumar Swaika, 6,800 equity shares to
Amar Kumar Singhania, 8,200 equity shares to Archana Tulshian, 8,100 equity shares to Baby Mittal, 9,500 equity shares
Bandana Tulshian, 9,500 equity shares Basanti Devi Mittal, 6,800 equity shares to Bidya Devi Agarwal, 6,500 equity shares to
Chhotelal Gupta, 9,600 equity shares to Gita Devi Goenka, 8,100 equity shares to Kailash Chandra Agarwal, 6,800 equity shares
to Kamalesh Devi Agarwal, 6,800 equity shares to Laxmi Agarwal, 9,500 equity shares to Madhu Agarwal, 9,500 equity shares
to Mamraj Agarwal, 9,500 equity shares to Sashi Prabha Gupta, 8,200 equity shares to Sunita Agarwal and 8,200 equity shares
to Suresh Kumar Agarwal.

Allotment of 1,097,200 equity shares to Shilpi Modi, 2,714,800 equity shares to Ravi Modi, 195,950 equity shares to Usha Devi
Modi, 228,000 equity shares to D.N. Modi HUF, 926,850 equity shares to Ravi Modi HUF and 100,000 equity shares to Vedant
Modi.

Allotment of 80 equity shares to Kavita Modi, 140,000 equity shares to Agni Transport Pvt Ltd, 140,000 equity shares to Matajee
Exports Pvt Ltd, 1,20,000 equity shares to Rani Sati Vinimay Pvt Ltd, 140,000 equity shares to Sany Nirman Pvt Ltd, 20,000 equity
shares to Pioneer Zippers Pvt Lid.

Allotment of 80,000 equity shares to Scionara Finvest Pvt Ltd, 50,000 equity shares to Brindavan Tradecom Pvt Lid, 20,000 equity
shares to Giridhar Distributers Pvt Ltd, 20,000 equity shares to Woodland Commerce (P) Ltd., 50,000 equity shares to Sutanati
Vincom Pvt Ltd, 80,000 equity shares to Sadasukh Dealers Pvt Ltd, 50,000 equity shares to Starlight Vyapaar Pvt Ltd, 70,000
equity shares to Subhlabh Sales Private Limited, 90,000 equity shares to Subhlabh Management Pvt Ltd, 50,000 equity shares to
Admire Dealers Pvt Ltd, 110,000 equity shares to Shivganga Commodeal Pvt Ltd, 1,10,000 equity shares to Shiwa Tie-Up Pvt
Ltd, 50,000 equity shares to Balaji Advisory Pvt Ltd, 50,000 equity shares to Brijwasi Vanijya Pvt Ltd, 60,000 equity shares to
Dhanlaxmi Dealer Pvt Ltd, 70,000 equity shares to Gangothri Solutions Pvt Ltd, 20,000 equity shares to Lokesh Advisory Pvt Ltd
and 50,000 equity shares to Principal Commodities Pvt Ltd.

Allotment of 40,000 equity shares to Sadasukh Dealers Pvt Ltd, 50,000 equity shares to Starlight Vyapaar Pvt Ltd, 70,000 equity
shares to Subhlabh Sales Private Ltd, 30,000 equity shares to Subhlabh Management Pvt Ltd, 50,000 equity shares to Admire
Dealers Pvt Ltd, 20,000 equity shares to Shivganga Commodeal Pvt Ltd, 30,000 equity shares to Jackpot Vanijya Pvt Ltd, 20,000
equity shares to Sadasukh Vanijya Pvt Ltd, 120,000 equity shares to Brijwasi Vanijya Pvt Ltd, 60,000 equity shares to Dhanlaxmi
Dealer Pvt Ltd, 40,000 equity shares to Gangothri Solutions Pvt Ltd, 130,000 equity shares to Lokesh Advisory Pvt Ltd, 50,000
shares to Principal Commodities Pvt Ltd and 60,000 equity shares to Rashmi Distributors Pvt Ltd.

Allotment of 134,000 equity shares to Sadasukh Dealers Pvt Ltd, 94,000 equity shares to Subhlabh Sales Private Ltd, 96,000
equity shares to Subhlabh Management Pvt Ltd, 96,000 equity shares to Shivganga Commodeal Pvt Ltd, 40,000 equity shares to
Jackpot Vanijya Pvt Ltd, 50,000 equity shares to Brijwasi Vanijya Pvt Ltd, 40,000 equity shares to Dhanlaxmi Dealer Pvt Lid,
97,000 equity shares to Gangothri Solutions Pvt Ltd, 128,000 equity shares to Lokesh Advisory Pvt Ltd, 50,000 equity shares to
Rosevalley Suppliers Pvt Ltd, 58,000 equity shares to Lokpriya Dealer Pvt Ltd, 70,000 equity shares to Vital Vanijya Pvt Ltd.

Alllotment of 600,000 equity shares to Dynamic Storage and Retrieval Systems Private Limited.
Allotment of 654,237 equity shares to Rhine Holdings Limited.

Pursuant to a shareholders’ resolution dated November 22, 2017, the Company sub-divided its share capital by sub-dividing
the face value of its equity shares from 210 per equity share to 22 per equity share. Accordingly, by virtue of such split, with
effect from November 22, 2017, the issued capital of our Company stood altered to 62,557,585 equity shares of 22 each

Allotment of 436,000 equity shares to Ravi Modi, 686,000 equity shares to Shilpi Modi, 9,559,910 equity shares to Ravi Modi
HUF, 4,765,000 equity shares to Rainbow Iron & Steel Suppliers Private Limited, 42,414,650 equity shares to Ravi Modi
Family Trust (acting through its trustee, Modi Fiduciary Services Private Limited), 186,735 equity shares to Kedaara Capital
Alternative Investment Trust (AIF ~ 1) and 4,509,290 equity shares to Rhine Holdings Limited,

Cancellation of 9,530,000 equity shares held by Rainbow Iron & Steel Suppliers Private Limited, on account of the Scheme
of Amalgamation. For details, see “History and Certain Corporate Matters” on page 159.

Allotment of 964,225 equity shares to Ravi Modi (HUF) and 8,678,025 equity shares to Ravi Modi Family Trust (acting
through its trustee, Modi Fiduciary Services Private Limited), pursuant to the Scheme of Amalgamation. * Such equity shares
were issued and allotted in terms of the Scheme of Amalgamation. The amount of consideration is treated as paid up in
accordance with the Scheme of Amalgamation. For details, see “History and Certain Corporate Matters” on page 159.

80
(26) Buy-back of a cumulative of 1,294,121 equity shares.
(27) Buy-back of a cumulative of 2,717,172 equity shares.

(28) Pursuant to a resolution of our Shareholders dated July 16, 2021, each equity share of our Company of face value of & 2
was sub-divided into 2 equity shares of face value of @ 1 each. Accordingly, 121,216,127 equity shares of ® 2 each were sub-
divided into 242,432,254 equity shares of face value of ® 1 each.

(29) Allotment of 72,600 Equity Shares to Ajay Modi, 71,678 Equity Ehares to Amar Sethia, 32,616 Equity Shares to Dalpat Raj
Jain, 20,120 Equity Shares to Sushil Kumar Agarwal, 13,582 Equity Shares to Binod Kumar Pareek, 12,922 Equity Shares
to Rahul Murarka, 12,750 Equity Shares to Joydeep Das, 10,028 Equity Shares to Basant Kumar Somani, 7,666 Equity
Shares to S. Arif Raza, 4,888 Equity Shares to Navin Pareek, and 3,670 Equity Shares to Sneha Jain Paul.

Except as detailed below, our Company has not issued any Equity Shares for consideration other than cash
or by way of bonus issue since incorporation:

Face | Issue price

Date of Reason/Nature of _No. of equity Value Form of Benefits to our

allotment Allotment shares Alloted aay consideration | Company
December 16, [Bonus issue in the ratio 5,262,800 10 NA) Bonus issue :
2006 of 1:2
December 5, Bonus issue inthe ratio 62,557,585 2 NA| Bonus issue’ z
2017 of 1:1
December 21, Allotment pursuant to. 9,642,250 2 2*, Other than cash -
2018 Scheme of

‘Amalgamation ©
* Such equity shares were issued and allotted in terms of the Scheme of Amalgamation. The amount of consideration is treated as
paid up in accordance with the Scheme of Amalgamation.

(1) Allotment of 1,097,200 equity shares to Shilpi Modi, 2,714,800 equity shares to Ravi Modi, 195,950 equity shares to Usha Devi
Modi, 228,000 equity shares to D.N. Modi HUF, 926,850 equity shares to Ravi Modi HUF and 100,000 equity shares to Vedant
Modi.

(2) Allotment of 436,000 equity shares to Ravi Modi, 686,000 equity shares to Shilpi Modi, 9,559,910 equity shares to Ravi Modi
HUF, 4,765,000 equity shares to Rainbow Iron & Steel Suppliers Private Limited, 42,414,650 equity shares to Ravi Modi Family
Trust (acting through its trustee, Modi Fiduciary Services Private Limited), 186,735 equity shares to Kedaara Capital Alternative
Investment Trust (AIF ~ 1), 4,509,290 equity shares to Rhine Holdings Limited.

(3) Allotment of 964,225 equity shares to Ravi Modi (HUF) and 8,678,025 equity shares to Ravi Modi Family Trust (acting through
its trustee, Modi Fiduciary Services Private Limited).

Issue of shares at a price lower than the Offer Price in the last year

The Offer Price for the Equity Shares is 7866. For details of allotments made by our Company in the last one
year, see “Notes to the Capital Structure-Equity Share Capital history of our Company on page 78.

Details of equity shares granted under employee stock option schemes

For details of shares issued under the ESOP Plan, please refer to “Notes to the Capital Structure-Equity Share
Capital history of our Company” on page 78.

Our Company has not issued any Equity Shares or preference shares out of its revaluation reserves at any
time since incorporation.

As on the date of this Prospectus, our Company does not have outstanding preference shares.

Except for the allotment of 9,642,250 equity shares pursuant to the Scheme of Amalgamation, details of
which are set forth above in “Notes to the Capital Structure-Equity Share Capital history of our Company”
on page 78, our Company has not issued or allotted any equity shares pursuant to schemes of amalgamation
approved under Sections 391-394 of the Companies Act, 1956 or Sections 230-232 of the Companies Act,
2013.

There has been no transactions in Equity Shares by our Promoters and members of our Promoter group
between the date of filing of the Draft Red Herring Prospectus and the date of closing of the Offer which
were required to be reported to the Stock Exchanges within 24 hours of such transactions.

81
9. Shareholding Pattern of our Company

The table below presents the shareholding pattern of our Company as on the date of this Prospectus.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘Promoter 224,249,848 224,249,848 224,249,848 224,249,848
and Shares
‘Promoter
Group
(B) Public 13 18,444,926 | NIL NIL 18,444,926 | 7.60% | Equity | NIL | 18,444,926 | 7.60% NIL 7.60% NIL | NIL | 92,094 0.50% | 18,444,926
Shares
(© Non NIL NIL NIL NIL NIL NIL Equity | NIL NIL NIL ‘NIL NIL NIL | NIL | NIL | NIL NIL
Promoter- Shares
‘Non Public
(Cl) Shares NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL ‘NIL NIL NIL) NIL) | NIL NIL NIL
underlying
DRs
(C2) Sharesheld | NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL | NIL) NIL NIL
by
Employee
‘Trusts
Total 18 242,694,774 NIL. NIL 242,694,774 100% © Equity = NIL 242,694,774 100% ‘NIL 100% NIL | NIL 92,094 0.50% | 242,694,774
Shares

 

82
10. Other details of Shareholding of our Company

(a) As on the date of the filing of this Prospectus, our Company has eighteen Shareholders.

(b) Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our
Company, as on the date of filing of this Prospectus:
No. of Equity Percentage of the pre-Offer Equity
Do: Tame of the Shoretiolder Shares Share capital on a fully diluted basis (%)
1. Ravi Modi Family Trust (acting 181,024,186 74.59%
through its trustee, Modi Fiduciary
Services Private Limited)
as Ravi Modi HUF 38,881,422 16.02%
3. Rhine Holdings Limited 17,459,392 7.19%
4. Shilpi Modi 2,656,104 1.09%
Total 240,021,104 98.90%
(c) Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our
Company, as of 10 days prior to the date of filing of this Prospectus.
Percentage of the pre-Offer Equity
No. Name of the Shareholder No. of Equity Shares Share capital on a fully diluted basis
(%)
2 Ravi Modi Family Trust (acting 181,024,186 74.59%
through its trustee, Modi Fiduciary
Services Private Limited)
2. Ravi Modi HUF 38,881,422 16.02%
3. Rhine Holdings Limited 17,459,392 7.19%
4, Shilpi Modi 2,656,104 1.09%
Total 240,021,104 98.90%
(d) Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our
Company, as of one year prior to the date of filing of this Prospectus.
5 Percentage of the pre-Offer
No. Name of the Shareholder No: of ou of€2 Equity Share capital on a fully
diluted basis (%)
AF Ravi Modi Family Trust (acting 92,541,005 74.62
through its trustee, Modi Fiduciary
Services Private Limited)
& Ravi Modi HUF 19,876,493 16.03
a: Rhine Holdings Limited 8,925,380 7.20
4. Shilpi Modi 1,357,822 1.09
Total 122,700,700 98.94
(e) Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our

Company, as of two years prior to the date of filing of this Prospectus.

No. of equity shares of Z

Percentage of the pre-Offer Equity
Share capital on a fully diluted basis

No. Name of the Shareholder ce (%)
1 Ravi Modi Family Trust (acting 93,507,325 74.67
through its trustee, Modi
Fiduciary Services Private
Limited)
2 Ravi Modi HUF 20,084,045 16.04
EA Rhine Holdings Limited 9,018,580 7.20
4. Shilpi Modi 1,372,000 1.10
Total 123,981,950 99.01

83,
11. Except for Equity Shares or employee stock options that may be allotted pursuant to the ESOP Plan, our
Company presently does not intend or propose to alter its capital structure for a period of six months from
the Bid/Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares, or by
way of further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly
or indirectly for Equity Shares), whether on a preferential basis, or by way of issue of bonus Equity Shares,
or on a rights basis, or by way of further public issue of Equity Shares, or otherwise.

12. Except for Equity Shares or employee stock options that may be allotted or granted pursuant to the ESOP
Plan, there are no outstanding options or convertible securities, including any outstanding warrants or rights
to convert debentures, loans or other instruments convertible into our Equity Shares as on the date of this
Prospectus.

13. ESOP Plan

Our Company has formulated one active employee stock option plan, the VFL Employee Stock Option Plan
2018 (“ESOP Plan”) as on the date of this Prospectus. The ESOP Plan was approved pursuant to a
Shareholders resolution dated September 3, 2018. In terms of the ESOP Plan, the Board / the Nomination and
Remuneration Committee, is authorised to grant such number of stock options which shall be exercisable into
not more than 1% of the fully diluted share capital of our Company, in one or more tranches and through one
or more schemes, subject to such conditions as determined by the Board / the Nomination and Remuneration
Committee in accordance with the ESOP Plan.

The Shareholders, at their meeting dated September 3, 2018, also accorded their approval to the VFL
Employee Stock Scheme 2018 (“Scheme Pratham”), which was formulated in accordance with the ESOP
Plan pursuant to which the Board was authorised to grant such number of options exercisable into such
number Equity Shares as permitted under the ESOP Plan with vesting conditions spanning over four years
from the date of the grant and other terms and conditions set out in Scheme Pratham.

Further, our Board and our Shareholders, by way of their respective resolutions dated August 28, 2021 and
September 4, 2021, have adopted the updated and amended Scheme Pratham and the updated and amended
ESOP Plan in line with the requirements under the SEBI (SBEB) Regulations.

Details of the options granted under Scheme Pratham are set forth below:

Details
For the six From
Particul months. October 1,
articulars 7
- - . period —-2021 till the
Fiscal 2019 Fiscal 2020 Fiscal 2021. Bs a eas
September Prospectus
30, 2021
Total options outstanding as at the NIL 691,574 564,536 497,548 983,892
beginning of the period
Total options granted during the 691,574 38,078 64,386 495,140 NIL

year/period
Vesting period

Exercise price of options in @ (as on
the date of grant options)
Options forfeited/lapsed/cancelled

Variation of terms of options

Money realized by exercise of
options

Total number of options
outstanding in force

Total options vested (excluding the
options that have been exercised)

Over a period of two to four years from the date of grant
172 268 342.5 400 NIL

NIL 165,116 131,374 8,796 57,283

All options granted shall vest as per given vesting schedule in Scheme Pratham,
which is spanned over a period of four years. Options shall vest based on the
continuation of employment and apart from that vesting is subject to individual
performance and corporate performance parameters

NA NIL NIL NIL 45,153,440
691,574 564,536 497,548 983,892 664,089
NIL NIL 152,650 109,870 8,315

84
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercised (since NIL NIL NIL NIL 262,520
implementation of the ESOP Plan)

The total number of Equity Shares NIL NIL NIL NIL 262,520
arising as a result of exercise of

granted options (including options

that have been exercised)

Employee wise details of options

granted to:

(i) Key managerial personnel

Ajay Modi 116,280 NA NA 50,000 NIL
Amar Sethia 116,280 NA NA 125,000 NIL
Rahul Murarka 21,152 NA NA 15,000 NIL
Navin Pareek 8,140 NA NA 6,000 NIL
Sushil Kumar Agarwal 34,884 NA NA 20,570 NIL
Siddhartha Saraf NIL NA 17,520 15,898 NIL
Kanchan Banerjee NIL NA 11,680 10,372 NIL
Arif Raza 27,324 NA NA 13,202 NIL
(ii) Any other employee who

receives a grant in any one year of

options amounting to 5% or more

of the options granted during the

year

Paritosh Tiwari NA 21,268 NA NA NIL
Niraj Saraf NA NA 3,796 NA NIL
Nilesh Kedia NA NA 4,672 NA NIL
Raunak Zatakia NA NA 4,672 NA NIL
Ankit Mehra NA NA 3,650 NA NIL
Nishant Kumar NA NA 3,796 NA NIL
Krishna Prateek Bagla NA NA 3,942 NA NIL
Raghav Agarwal NA NA NA 50,000 NIL
(iii) Identified employees who were NIL NIL NIL NIL NIL
granted options during any one

year equal to or exceeding 1% of

the issued capital (excluding

outstanding = warrants and

conversions) of the Company at

the time of grant

Diluted earnings per share NA NA NA NA NA

pursuant to the issue of Equity
Shares on exercise of options in
accordance with IND AS 33
‘Earnings Per Share’

 

 

 

 

 

 

85,

 

 
Details

Forthesix From
particu months October 1,
a“ Fiscal 2019 Fiscal 2020 Fiscal 2021 ‘Period ©2024 ail the
September Prospectus
30, 2021
Where the Company has NA NA NA NA NA

calculated the employee
compensation cost using the

intrinsic value of the stock options,

the difference, if any, between

employee compensation cost so

computed and the employee

compensation calculated on the

basis of fair value of the stock

options and the impact of this

difference, on the profits of the

Company and on the earnings per

share of the Company

Method and significant | The fair valuation of options was carried out by using the Black Scholes Model.
assumptions used to estimate the The various inputs and assumptions considered in the pricing model at grant date
fair value of options granted | for the stock options granted under Scheme Pratham are as under:

during the year including,

weighted average information,

namely, risk-free interest rate,

expected life, expected volatility,

expected dividends, and the price

of the underlying share in the

market at the time of grant of

Method of Valuation Fair Value | Fair Value | Fair Value | Fair Value Fair Value
Weighted Average Exercise Price 172 268 342.5 400 NA
Expected Volatility (%) 37% 42% 43% 43% NA
Dividend Yield (%) NA NA NA NA NA
Expected Life (Years) 7 years 7 years 7 years 7 years NA
Risk Free Interest Rate (%) 7.95% 6.41% 6.18% 6.18% NA

Impact on the profits and on the | Not Applicable since company is already following Fair Value Method
Earnings Per Share of the last
three years if the accounting
policies specified in the Securities
and Exchange Board of India
(Share Based Employee Benefits
and Sweat Equity) Regulations,
2021 had been followed, in respect
of options granted in the last three

years
Intention of key managerial Subject to market conditions, the KMPs may sell full or part of the Equity Shares
personnel and whole-time allotted pursuant to Scheme Pratham, within three months from the date of listing

directors who are holders of | of the Equity Shares
Equity Shares allotted on exercise

of options to sell their shares

within three months after the

listing of Equity Shares pursuant

to the Offer

Intention to sell Equity Shares | Not applicable.
arising out of the ESOP Plan or

allotted under an ESOP Plan

within three months after the

listing of Equity Shares by

directors, senior _ managerial

personnel and employees having

Equity Shares arising out of the

86
Details

For the six From
Particul months October 1,
articulars a i
. . . period —_—2021 till the
Fiscal 2019 Fiscal 2020 Fiscal 2021 PUT O8 Boerne
September Prospectus
30, 2021

ESOP Plan, amounting to more
than 1% of the issued capital

(excluding outstanding warrants

and conversions)

Note - Pursuant to a resolution of Company's Shareholders dated July 16, 2021, each equity share of Company of face value of @ 2
was sub-divided into 2 equity shares of face value of @ 1 each. All the options/shares related data provided in the above table are post-
split issue.

14. Details of Shareholding of our Promoters and members of the Promoter Group in the Company

(a) Except as disclosed below, no equity shares were acquired by Promoters, members of the Promoter
Group, Selling Shareholders, or shareholders entitled with right to nominate directors or any other rights
in the last three years:

Price of acquisition
per Equity Share
(in 2*

Number of Equity

Name of acquirer Date of acquisition Shares acquired*

Members of the Promoter Group (other than Promoters)
Usha Devi Modi July 6, 2021 2 NIL’
Note: As certified by Singhi & Co, Chartered Accountants, pursuant to their certificate dated February 9, 2022.
“The number of equity shares acquired and the price of acquisition, have been adjusted for the sub-division in the face value of the equity
shares of our Company from 22 each to 21 each pursuant to a resolution of our Shareholders dated July 16, 2021, as applicable.
Acquired by way of gift.

(b) As on the date of this Prospectus, our Promoters, along with our Promoter Group hold 224,249,848
Equity Shares, equivalent to 92.40% of the issued, subscribed and paid-up Equity Share capital of our
Company, as set forth in the table below along with details of the Equity Shares held by members of the
Promoter Group.

: - Pre-Offer Equity Share capital Post-Offer Equity Share capital”
ame of the % of total No. of Equi % of total
N. Shareholder _No. of Equity Shares RE ove Eauity, oe
Shareholding Shares Shareholding
Promoters
1. | Ravi Modi Family 181,024,186 74.59% 162,841,754 67.10%
Trust (acting through
its trustee, Modi
Fiduciary Services
Private Limited)’
2._| Ravi Modi 1,688,134 0.70% 1,688,134 0.70%
3. Shilpi Modi 2,656,104 1.09% 2,656,104 1.09%
Promoter Group
4. | Usha Devi Modi 2 Negligible 2 Negligible
5. Ravi Modi HUF 38,881,422 16.02% 38,881,422 16.02%
Total 224,249,848 92.40% 206,067,416 84.91%

* Subject to finalisation of Basis of Allotment
‘The Promoter Selling Shareholder

(c) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Prospectus.

(d) Build-up of the Promoters’ shareholding in our Company

The build-up of the Equity Shareholding of our Promoters since incorporation of our Company is set
forth in the table below.

87
Ravi Modi

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial May 24, 2002 5,000 10 10 0.02% 0.02%

subscription to

the MoA

Further issue | June 10, 2002 50,000 10 10 0.21% 0.21%

Further issue | September 1, 50,000 10 10 0.21% 0.21%
2002

Further issue | November 1, 50,000 10 10 0.21% 0.21%
2002

Further issue | February 1, 30,000 10 10 0.12% 0.12%
2003

Further issue | October 23, 3,250 10 40 0.01% 0.01%
2003

Further issue | November 20, 1,950 10 40 0.01% 0.01%
2003

Transfer from | December 28, 12,500 10 5 0.05% 0.05%

Priti Mittal 2005

Transfer from | December 28, 37,500 10 5 0.15% 0.15%

MKK Zip | 2005

Industries Pvt

Ltd

Transfer from | December 28, 37,500 10 5 0.15% 0.15%

Payal Dealers 2005

Private

Limited

Transfer from | December 28, 37,500 10 5 0.15% 0.15%

Tobu 2005

Engineering

Limited

Transfer from | December 28, 37,500 10 5) 0.15% 0.15%

Novex 2005

Vinimay

Private

Limited

Transfer from | December 28, 50,000 10 5 0.21% 0.21%

Pioneer 2005

Zippers

Private

Limited

Transfer from | September 14, 5,000 10 2 0.02% 0.02%

Meena 2006

Agarwal

Transfer from | September 14, 6,000 10 3 0.02% 0.02%

Jagdish 2006

Agarwal

Transfer from September 14, 5,000 10 3 0.02% 0.02%

Ravi Kumar 2006

Sharma

Transfer from | September 14, 50,000 10 3 0.21% 0.21%

Trishla 2006

Commercial &

Finance = Pvt

Ltd

Transfer from | September 14, 17,000 10 3 0.07% 0.07%

Vimal Poddar 2006

Transfer from September 14, 27,100 10 3 0.11% 0.11%

Baby Mittal 2006

Transfer from September 14, 9,600 10 3 0.04% 0.04%

Gita Devi | 2006

Goenka

 

 

 

 

 

 

 

88

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer from | September 26, 100 10 3 0.00% 0.00%
Jyoti 2006

Chirimar*

Transfer from | October 11, 413,600 10 NA 1.70% 1.70%
Kavita Modi 2006

by way to gift

Transfer from | October 11, 421,300 10 NA 1.74% 1.74%
Uma Agarwal 2006

by way of gift

Bonus issue in | December 16, 2,714,800 10 NA 11.19% 11.19%
the ratio of 1:2 | 2006

Transfer from July 15, 2009 140,000 10 2 0.58% 0.58%
Agni

Transport (P)

Ltd

Transfer from | July 15, 2009 50,000 10 2 0.21% 0.21%
Brindavan

Tradecom (P)

Ltd

Transfer from July 15, 2009 20,000 10 2: 0.08% 0.08%
Giridhar

Distributor (P)

Ltd

Transfer from July 15, 2009 200,000 10 2: 0.82% 0.82%
Akansha

Mercantile (P)

Ltd

Transfer from July 15, 2009 50,000 10 2 0.21% 0.21%
Sanmati

Goods (P) Ltd

Transfer from | July 15, 2009 120,000 10 2 0.49% 0.49%
Alokanand

Sales (P) Ltd

Transfer from July 15, 2009 130,000 10 2 0.54% 11.19%
Viewpoint

Tie-up (P) Ltd

Transfer to March 31,2011, (420,000) 10 60 (1.73%) (1.73%)
Dynamic

Storage &

Retrieval

Systems

Private

Limited

Transfer to, March 24, 2017 (4,125,000), ‘10 NA (17.00%) (17.00%)
Usha Devi

Modi by way

of gift

Transfer to August 24, (112,653), «10 3,439.12 (0.46%) (0.46%)
Rhine 2017

Holdings

Limited

Transfer to | August 24, (37,347), 10 3,439.12 (0.15%) (0.15%)
Kedaara 2017

Capital

Alternative

Investment

Fund 1 (AIF)

 

 

 

 

 

 

 

 

Pursuant to a shareholders’ resolution dated November 22, 2017, the Company sub-divided its share capital by sub-
dividing the face value of its equity shares from 210 per equity share to 22 per equity share. Accordingly, by virtue of

such split, with effect from November 22, 2017, Ravi Modi held 436,000 equity shares of 22 each.

 

89

 
Face | Issue price/

ote No.of Value Transfer Percentage
Nature of a per price/buy- _ Percentage of the pre-Offer _of the post-
: allotment/ equity z 2 LS :
transaction Transfer Biter equity back price capital (%) Offer capital
share per equity (%)*
@)___ share (@)

Bonus issue in| December 5, 436,000 2 NA 0.36% 0.36%
the ratio of 1:1 2017
Buy-back ‘April 28, 2020 (9,011) 2 680 (0.01%) (0.01%)
Transfer to July 6, 2021 () 2 NA 0.00% 0.00%
Usha Devi
Modi by way
of gift
Buy-back July 14, 2021 (18,921) 2 990 (0.02%) (0.02%)

Pursuant to a shareholders’ resolution dated July 16, 2021, the Company sub-divided its share capital by sub-dividing

the face value of its equity shares from %2 per equity share to 21 per equity share. Accordingly, by virtue of such split,

with effect from July 16, 2021, Ravi Modi held 1,688,134 equity shares of 81 each.

TOTAL 1,688,134 Equity Shares, aggregating to 0.70% of the pre-Offer paid-up Equity Share capital of
our Company.

Shilpi Modi

Initial May 24, 2002 5,000 10 10 0.02% 0.02%

subscription to

the MoA

Further issue | September 1, 50,000 10 10 0.21% 0.21%
2002

Further issue | December 16, 5,000 10 10 0.02% 0.02%
2002

Further issue February 1, 12,000 10 10 0.05% 0.05%
2003

Further issue | October 23, 1,250 10 40 0.01% 0.01%
2003

Further issue | November 20, 950 10 40 0.00% 0.00%
2003

Transfer from December 28, 37,500 10 5 0.15% 0.15%

Pirjee 2005

Commerce &

Trading

Company

Private

Limited

Transfer from December 28, 37,500 10 5 0.15% 0.15%

Devgriha 2005

Promoters

Private

Limited

Transfer from | October 11, 399,400 10 NA 1.65% 1.65%

Vandana 2006

Tikmani by

way of gift

Bonus issue in December 16, 1,097,200 10 NA 4.52% 4.52%

the ratio of 1:2 | 2006

Transfer from | July 15, 2009 200,000 10 2 0.82% 0.82%

Silpi

Distributors

Pvt Ltd

Transfer from | July 15, 2009 140,000 10 2 0.58% 0.58%

Matajee

Exports (P)

Ltd

Transfer from | July 15, 2009 20,000 10 2 0.08% 0.08%

Pioneer

Zippers (P)

Ltd

Transfer from July 15, 2009 50,000 10 2 0.21% 0.21%

Sutanati

90
Face | Issue price/

Dateor No.of Value ‘Transfer Percentage
Nature of a per price/buy- _ Percentage of the pre-Offer _of the post-
: allotment/ equity z 2 : :
transaction Transfer shares  °duity back price capital (%) Offer capital
share _ per equity (%)*
share (®)
Vincom (P)
Ltd
Transfer from July 15, 2009 120,000 10 2 0.49% 0.49%
Sanmati Good
Pvt Ltd
Transfer from | July 15, 2009 90,000 10 2 0.37% 0.37%
Alokanand
Sales Pvt Ltd
Transfer from July 15, 2009 40,000 10 2: 0.16% 0.16%
Viewpoint
Tie-up Pvt Ltd
Transfer to, March 31,2011 | (43,000) 10 60 (0.18%) (0.18%)
Dynamic
Storage &
Retrieval
Systems
Private
Limited
Transfer to. March 24, 2017 | (2,025,600) 10 NA (8.35%) (8.35%)
Usha Devi
Modi by way
of gift
Transfer to | August 24, (100,000) 10 3,439.12 (0.41%) (0.41%)
Rhine 2017
Holdings
Limited

Pursuant to a shareholders” resolution dated 22 November, 2017, the Company sub-divided its share capital by sub-
dividing the face value of its equity shares from 210 per equity share to 22 per equity share. Accordingly, by virtue of
such split, with effect from November 22, 2017, Shilpi Modi held 686,000 equity shares of 22 each.

Bonus issue in December 5, 686,000 2 NA 0.57% 0.57%
the ratio of 1:1 2017

Buy-back April 28,2020 | (14,178) 2 680 (0.01%) (0.01%)
Buy-back July 14, 2021 (29,770) 2 990 (0.02%) (0.02%)

Pursuant to a shareholders’ resolution dated July 16, 2021, the Company sub-divided its share capital by sub-dividing

the face value of its equity shares from 22 per equity share to 21 per equity share. Accordingly, by virtue of such split,

with effect from July 16, 2021, Shilpi Modi held 2,656,104 equity shares of 21 each.

TOTAL 2,656,104 Equity Shares, aggregating to 1.09 % of the pre-Offer paid-up Equity Share capital of
our Company.

Ravi Modi Family Trust (acting through its trustee, Modi Fiduciary Services Private Limited)

Transfer from| March 27, 2017 | 8,509,605 10 NA 35.06% 35.06%
Usha Devi

Modi by way

of gift

Transfer to | August 24, (26,675) 10 3,439.12 (0.11%) (0.11%)
Rhine 2017

Holdings

Limited

Pursuant to a shareholders’ resolution dated November 22, 2017, the Company sub-divided its share capital by sub-
dividing the face value of its equity shares from 210 per equity share to 22 per equity share. Accordingly, by virtue of
such split, with effect from November 22, 2017, Ravi Modi Family Trust (acting through its trustee, Modi Fiduciary
Services Private Limited) held 4,24,14,650 equity shares of 22 each.

Bonus issue in December 5, 42,414,650 2 NA 34.95% 34.95%
the ratio of 1:1 2017
Allotment December 21, 8,678,025 = 2A 7.15% 7.15%

pursuant to 2018
Scheme of

Amalgamation
Buy-back April 28, 2020 (966,320) 2 680 (0.80%) (0.80%)
Buy-back July 14, 2021 | (2,028,912) 2 990 (1.67%) (1.67%)

91
Face | Issue price/

Dateor No.of Value ‘Transfer Percentage
Nature of tee on per price/buy- _ Percentage of the pre-Offer _of the post-
, allotment/ equity i z ae :
transaction Transfer shares  °duity back price capital (%) Offer capital
share per equity (%)*
@___ share (2)

Pursuant to a shareholders’ resolution dated July 16, 2021, the Company sub-divided its share capital by sub-dividing
the face value of its equity shares from 22 per equity share to 21 per equity share. Accordingly, by virtue of such split,
with effect from July 16, 2021, Ravi Modi Family Trust (acting through its trustee, Modi Fiduciary Services Private
Limited) held 181,024,186 equity shares of 21 each.

TOTAL 181,024,186 Equity Shares, aggregating to 74.59% of the pre-Offer paid-up Equity Share capital

of our Company.

*Subject to finalisation of Basis of Allotment.

* We have been unable to trace share transfer deed for the transfer. Accordingly, reliance has been placed on minutes of the meetings of
the Board of Directors. Please see “Risk Factors - Some of the records with respect to transfers made by and to our Promoters are not
traceable.” on page 52.

‘Such equity shares were issued and allotted in terms of the Scheme of Amalgamation. The amount of consideration is treated as paid up
in accordance with the Scheme of Amalgamation.

(e) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment of
such Equity Shares. Further, none of the Equity Shares held by our Promoters are pledged.

(f) Other than the transfer of 2 Equity Shares (post-split) from Ravi Modi to Usha Devi Modi by way of a
gift on July 6, 2021, none of the members of the Promoter Group, the Promoters, or the Directors and
their relatives have purchased or sold any securities of our Company during the period of six months
immediately preceding the date of the Draft Red Herring Prospectus, the Red Herring Prospectus and
this Prospectus.

(g) There have been no financing arrangements whereby our Promoters, members of the Promoter Group,
our Directors and their relatives have financed the purchase by any other person of securities of our
Company during a period of six months immediately preceding the date of the Draft Red Herring
Prospectus, the Red Herring Prospectus and this Prospectus.

1

a

. Details of Promoters’ contribution and lock-in for 18 months

(a) Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully
diluted post-Offer Equity Share capital of our Company held by the Promoters shall be locked in for a
period of 18 months as minimum promoters’ contribution from the date of Allotment (“Promoters’
Contribution”), and the Promoters’ shareholding in excess of 20% of the fully diluted post-Offer Equity
Share capital shall be locked-in for a period of six months from the date of Allotment.

(b) Details of the Equity Shares to be locked-in for 18 months from the date of Allotment as Promoters’
Contribution are set forth in the table below.

Date up
eee Issue/ Percentage to which
Name of allotment (No! of Wn) Facel|) stesso eo oe Cae ie
ihe atthe Nature of Equity value Price per Equity post-Offer Equity
Promoter Equity Nsaction chee “(ay Equity Shares paid-up Shares
Stare, Share locked-in" _ capital are
@ (%) subject to
lock-in
Ravi Modi | March 27, | Transfer from | 8,509,605*** 10 NA 48,540,620 20.00 August
Family 2017 Usha Devi 13, 2023
Trust Modi by way
(acting of gift
through its
trustee,
Modi
Fiduciary
Services
Private
Limited)
Total 48,540,620 20.00

Subject to finalisation of Basis of Allotment.
* All the Equity Shares were fully paid-up on the respective dates of allotment or acquisition, as the case may be, of such Equity Shares.

92
16.

17.

18.

*** Pursuant to a shareholders’ resolution dated November 22, 2017, the Company sub-divided its share capital by sub-dividing the
face value of its equity shares from 210 per equity share to 2 per equity share. Further, Pursuant to a shareholders’ resolution
dated July 16, 2021, each equity share of our Company of face value of & 2 was sub-divided into 2 equity shares of face value of 21
each.

(c) Our Promoters have given consent to include such number of Equity Shares held by them as may
constitute 20% of the fully diluted post-Offer Equity Share capital of our Company as Promoters’
Contribution. Our Promoters have agreed not to sell, transfer, charge, pledge or otherwise encumber in
any manner, the Promoters’ Contribution until the expiry of the lock-in period specified above, or for
such other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance
with the SEBI ICDR Regulations.

(d

Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible
for computation of Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations.
In this connection, we confirm the following:

(i) The Equity Shares offered for Promoters’ Contribution do not include equity shares acquired in the
three immediately preceding years (a) for consideration other than cash involving revaluation of
assets or Capitalisation of intangible assets; or (b) resulting from a bonus issue of Equity Shares out
of revaluation reserves or unrealised profits of our Company or from a bonus issuance of equity
shares against Equity Shares, which are otherwise ineligible for computation of Promoters’
Contribution;

(ii) The Promoters’ Contribution does not include any Equity Shares acquired during the immediately
preceding one year at a price lower than the price at which the Equity Shares are being offered to
the public in the Offer;

(iii) Our Company has not been formed by the conversion of a partnership firm or a limited liability
partnership firm into a company and hence, no Equity Shares have been issued in the one year
immediately preceding the date of this Prospectus pursuant to conversion from a partnership firm;
and

(iv) The Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge.

Details of Equity Shares locked- in for six months

In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer equity share capital of our
Company (other than the Promoter’s Contribution) will be locked-in for a period of six months from the date
of Allotment in the Offer, except (a) the Equity Shares allotted to the employees under ESOP Schemes
pursuant to exercise of options held by such employees (whether currently employees or not); (b) Equity
Shares held by a venture capital fund (“VCE”) or alternative investment fund of category I or category II
(“AIF”) or a foreign venture capital investor (“FVCI”), provided that such Equity Shares were locked-in for
a period of at least six months from the date of purchase by the VCF or AIF or FVCI, and (c) Offered Shares,
which are successfully transferred as part of the Offer for Sale. Accordingly, all Equity Shares held by
Kedaara AIF, a category I AIF registered with SEBI, shall be exempt from lock-in requirements to the extent
such Equity Shares are not transferred or offered pursuant to the Offer for Sale.

Any unsubscribed portion of the Offered Shares would also be locked-in as required under the SEBI ICDR.
Regulations.

Lock-in of Equity Shares Allotted to Anchor Investors

Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period
of 30 days from the date of Allotment.

Recording on non-transferability of Equity Shares locked-in

As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details
of the Equity Shares locked-in are recorded by the relevant Depository.

93,
SECTION IV —- PARTICULARS OF THE OFFER
OBJECTS OF THE OFFER

The objects of the Offer are to (i) achieve the benefits of listing the Equity Shares on the Stock Exchanges; and
(ii) carry out the Offer for Sale of up to 36,364,838 Equity Shares by the Selling Shareholders. Further, our
Company expects that the proposed listing of its Equity Shares will enhance our visibility and brand image as
well as provide a public market for the Equity Shares in India. The Selling Shareholders will be entitled to the
entire proceeds of the Offer after deducting the Offer expenses and relevant taxes thereon. Our Company will not
receive any proceeds from the Offer.

The Offer expenses are estimated to be approximately 1,249.39 million. The Offer expenses comprise, among
other things, the listing fee, underwriting fee, selling commission and brokerage, fees payable to the Book Running
Lead Managers, legal counsels, Registrar to the Offer, Escrow Collection Bank, processing fee to the SCSBs for
processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to SCSBs,
brokerage and selling commission payable to Registered Brokers, CRTAs and CDPs, fees payable to the Sponsor
Banks for Bids made by RIIs using UPI mechanism, printing and stationery expenses, advertising and marketing
expenses, auditor’s fee and all other incidental expenses for listing the Equity Shares on the Stock Exchanges. All
Offer related expenses will be borne by the Selling Shareholders in accordance with applicable law, including
Section 28(3) of the Companies Act, 2013, other than the listing fees which will be borne by the Company and
the fee for the legal counsel of each Selling Shareholder, which will be borne by the respective Selling
Shareholder.

The break-up for the Offer expenses is as follows:

Estimated As a % of total Asa % of

Activity expenses”) estimated Offer _the total
(inZ million) expenses —_Offer size
Book Running Lead Managers fees and commissions (including any, 569.21 45.56% 1.81%
underwriting commission, brokerage and selling commission)
Commission/processing fee for SCSBs, Sponsor Banks and Bankers to 151.82 12.15% 0.48%

the Offer. Brokerage and selling commission and bidding charges for
Members of the Syndicate, Registered Brokers, CRTAs and CDPs®

Fees payable to Registrar to the Offer 23.08 1.85% 0.07%
Others

(a) regulatory filing fees, including SEBI, BSE and NSE fees, book 185.36 14.84% 0.59%

building software fees, listing fees, etc.

(b)_ printing and stationery 23.82 1.91% 0.08%
(©)_fee payable to legal counsels 72.16 5.78% 0.23%
(d)_ advertising and marketing 142.81 11.43% 0.45%
(e) other advisors to the Offer including: 55.76 4.46% 0.18%

(i) an Independent Chartered Accountant appointed for providing
confirmations and certificates for the purpose of the Offer,

(ii) CRISIL Limited for preparing the industry report
commissioned by our Company,

(iii) the virtual data room provider in connection with due diligence
for the Offer

(f)_ miscellaneous 25.37 2.02% 0.08%
Total estimated Offer expenses 1,249.39 100% 3.97%
(Offer expenses include applicable taxes, where applicable. Offer expenses are estimates and are subject to change.

® Selling commission payable to the SCSBs on the portion for RIIs and NIIs which are directly procured by the SCSBs, would be as follows:

Portion for RIls* 0.30% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* 0.15% of the Amount Allotted (plus applicable taxes)

* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE
or NSE.

© No processing fees shall be payable by our Company and the Selling Shareholders to the SCSBs on the applications
directly procured by them.

95,
19. Other requirements in respect of lock-in

20.

21.

22.

23.

24,

Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-
in, as mentioned above, may be pledged as collateral security for a loan with a scheduled commercial bank,
a public financial institution, Systemically Important Non-Banking Financial Company or a deposit accepting
housing finance company, subject to the following:

(a) With respect to the Equity Shares locked-in for six months from the date of Allotment, such pledge of
the Equity Shares must be one of the terms of the sanction of the loan.

(b) With respect to the Equity Shares locked-in as Promoters’ Contribution for 18 months from the date of
Allotment, the loan must have been granted to our Company for the purpose of financing one or more of
the objects of the Offer, which is not applicable in the context of this Offer.

However, the relevant lock-in period shall continue post the invocation of the pledge referenced above, and
the relevant transferee shall not be eligible to transfer to the Equity Shares till the relevant lock-in period has
expired in terms of the SEBI ICDR Regulations.

In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-
in, may be transferred to any member of our Promoter Group or a new promoter, subject to continuation of
lock-in applicable with the transferee for the remaining period and compliance with provisions of the
Takeover Regulations.

Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons other than
our Promoters prior to the Offer and locked-in for a period of six months, may be transferred to any other
person holding Equity Shares which are locked in along with the Equity Shares proposed to be transferred,
subject to the continuation of the lock in with the transferee and compliance with the provisions of the
Takeover Regulations.

Our Company, the Promoters, the Directors and the BRLMs have no existing buyback arrangements and or
any other similar arrangements for the purchase of Equity Shares being offered through the Offer.

None of the Directors or Key Managerial Personnel of our Company, except Ravi Modi, Shilpi Modi, Rahul
Murarka, Navin Pareek, Amar Sethia, Ajay Modi, Sushil Kumar Agarwal and S. Arif Raza hold any Equity
Shares in our Company. For details, see “Our Management-Shareholding of Directors in our Company” and
“Our Management-Shareholding of KMPs in our Company” on pages 170 and 180 respectively.

All Equity Shares issued pursuant to the Offer shall be fully paid-up at the time of Allotment and there are
no partly paid-up Equity Shares as on the date of this Prospectus.

As on the date of this Prospectus, the BRLMs and their respective associates (as defined in the Securities and
Exchange Board of India (Merchant Bankers) Regulations, 1992 do not hold any Equity Shares of our
Company. The BRLMs and their affiliates may engage in the transactions with and perform services for our
Company in the ordinary course of business or may in the future engage in commercial banking and
investment banking transactions with our Company for which they may in the future receive customary
compensation.

None of the Promoters or other members of our Promoter Group participated in the Offer except to the extent
of their participation in the Offer for Sale.

Except for allotment of Equity Shares upon any exercise of options vested pursuant to the ESOP Plan, there has
been and will be no further issue of Equity Shares whether by way of issue of bonus shares, preferential allotment,
rights issue or in any other manner during the period commencing from filing of the Draft Red Herring Prospectus,
the Red Herring Prospectus and this Prospectus with SEBI until the Equity Shares are listed on the Stock
Exchanges.

94
@

Processing fees payable to the SCSBs on the portion for RIIs and Non-Institutional Investors which are procured by the
members of the Syndicate/sub-Syndicate/Registered Broker/CRTAs/ CDP and submitted to SCSB for blocking, would be
as follows:

Portion for RIIs* 210 per valid application (plus applicable taxes)

Portion for Non-Institutional Investors 210 per valid application (plus applicable taxes)

* The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021.

Selling commission on the portion for RIIs, Non-Institutional Investors which are procured by members of the Syndicate
(including their sub-Syndicate Members), Registered Brokers, CRTAs and CDPs would be as follows:
Portion for RIls 0.30% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors 0.15%of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the
application form number / series, provided that the application is also bid by the respective Syndicate / Sub-Syndicate
Member. For clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / Sub-
Syndicate Member, is bid by an SCSB, the selling commission will be payable to the SCSB and not the Syndicate / Sub-
Syndicate Member.

Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members), CRTAs and CDPs on
the portion for RIls and Non-Institutional Investors which are procured by them and submitted to SCSB for blocking,
would be as follows: 210 plus applicable taxes, per valid application bid by the Syndicate (including their sub-Syndicate
Members), CRTAs and CDPs.

The selling commission and bidding charges payable to Registered Brokers the CRTAs and CDP will be determined on
the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE.

Bidding charges payable to the Registered Brokers, CRTAs/CDPs on the portion for RIIs and Non-Institutional Investors
which are directly procured by the Registered Broker or CRTAs or CDPs and submitted to SCSB for processing, would
be as follows:

Portion for RIIs* 210 per valid application (plus applicable taxes)

Portion for Non-Institutional Investors* 210 per valid application (plus applicable taxes)

* Based on valid applications

Processing fees for applications made by RIIs using the UPI Mechanism would be as under:

‘Members of the Syndicate /CRTAs/CDPs _ | 230 per valid application (plus applicable taxes)
Sponsor Banks:
ICICI Bank Limited 26 per valid application (plus applicable taxes)
The Sponsor Bank shall be responsible for making payments to the third
parties such as remitter bank, NPCI and such other parties as required in
connection with the performance of its duties under applicable SEBI
circulars, agreements and other Applicable Laws
Axis Bank Limited 27.50 per valid application (plus applicable taxes)
The Sponsor Bank shall be responsible for making payments to the third
parties such as remitter bank, NPCI and such other parties as required in
connection with the performance of its duties under applicable SEBI
circulars, agreements and other Applicable Laws
Kotak Mahindra Bank Limited 27.50 per valid application (plus applicable taxes)
The Sponsor Bank shall be responsible for making payments to the third
parties such as remitter bank, NPCI and such other parties as required in
connection with the performance of its duties under applicable SEBI
circulars, agreements and other Applicable Laws
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and
Escrow and Sponsor Bank Agreement.
Note: The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021.

Monitoring Utilization of Funds

Since the Offer is an offer for sale and our Company will not receive any proceeds from the Offer, our Company
is not required to appoint a monitoring agency for the Offer. Additionally, other than Ravi Modi Family Trust
(acting through its trustee Modi Fiduciary Services Private Limited) in the capacity of a Selling Shareholder, none
of our Promoters, Promoter Group, Group Companies and associates of our Company, as applicable, shall receive
a part of or whole Offer Proceeds directly or indirectly.

96
BASIS FOR THE OFFER PRICE

The Offer Price of 3866 per Equity Share has been determined by our Company and the Selling Shareholders, in
consultation with the Book Running Lead Managers, on the basis of assessment of market demand for the Equity
Shares offered through the Book Building Process and on the basis of the quantitative and qualitative factors
described below. Investors should also refer to “Our Business”, “Risk Factors”, “Restated Consolidated
Financial Statements” and “Management's Discussion and Analysis of Financial Position and Results of
Operations” on pages 136, 27, 190 and 262, respectively, to have an informed view before making an investment
decision.

Qualitative factors
Some of the qualitative factors which formed the basis for computing the Offer Price are:

© Market leader in the Indian celebration wear market with a diverse portfolio of brands catering to the
aspirations of the entire family;

« Large and growing Indian wedding and celebration wear market driven by an increased spending on such
wear;

¢ Differentiated business model combining the strengths of retailing with branded consumer play;

© Omni-channel network with the seamless integration of our online and offline channels;

« Technology-based strong supply chain and inventory replenishment systems driven by systemwide data
analytics, strong processes and longstanding vendor relationships; and

e Experienced and professional founder-led leadership team.

For further details, see “Our Business -Our Competitive Strengths” on page 138.
Quantitative factors

Some of the information presented below relating to our Company is derived from the Restated Consolidated
Financial Statements.

Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:

I. Basic and diluted earnings per share (“EPS”)

Financial Period Basic EPS ()* Weight Diluted EPS (8)* Weight

Six months period ended 4.01 - 4.01 .
September 30, 2021*

Six months period ended (0.71) - (0.71) -
September 30, 2020*

Fiscal 2021 5.36 3 5.36 3

Fiscal 2020 9.45, 2 9.45 2

Fiscal 2019 7.04 i 7.04 1

Weighted Averages 7.00 - 7.00 -

# Pursuant to a resolution of our shareholders dated July 16, 2021, each equity share of our Company of face value of % 2 was sub-divided
into 2 equity shares of face value of @ 1 each. All per share data has been calculated after giving effect to such sub-division in accordance
with principles of Ind AS 33.

* Basic EPS and Diluted EPS are not annualized.

Note: EPS has been calculated in accordance with the Indian Accounting Standard 33 ~ “Earnings per share”. The face value of equity shares
of the Company is @ 1

(i) Basie and diluted earnings per Equity Share are computed in accordance with Ind AS 33 ‘Earnings per Share’ prescribed under Section
133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended) read with the
requirement of SEBI ICDR Regulations.

(ii) Basic EPS = Net profit after tax for the period/year divided by weighted average number of ordinary shares outstanding during the period
/year ~ basic

(iii) Diluted EPS = Net profit after tax for the period/year divided by weighted average number of ordinary shares outstanding during the
period / year ~ diluted

(iv)Weighted average number of ordinary Shares is the number of shares outstanding at the beginning of the year adjusted by the number of
shares issued during the year multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific
shares are outstanding as a proportion of total number of days during the year.

(v)Weighted Average basic and diluted EPS is a product of basic and diluted EPS and respective assigned weight, dividing the resultant by
total aggregate weight. Weights applied have been determined by the management of the Company.

SWeighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year/Total of
weights.

97
Il. Price/Earning (“P/E”) ratio in relation to Price Band of %824 to 866 per Equity Share:

P/E at the lower end of the P/E at the higher end of the Price

Particulars Price Band Band
(number of times) (number of times)

Based on basic EPS for Fiscal 2021 153.73 161.57

Based on diluted EPS for Fiscal 2021 153.73 161.57

Industry Peer Group P/E ratio

There are no listed companies in India that engage in a business similar to that of our Company. Accordingly, it
is not possible to provide an industry comparison in relation to our Company.

III. Average Return on Net Worth (“RoNW”)

Derived from Restated Consolidated Financial Statements:

Financial period RoNW (%) Weight
Six months period ended September 30, 11.46
2021* .
Six months period ended September 30, (1.88)
2020* °
Fiscal 2021 12.19 a
Fiscal 2020 22.21 2
Fiscal 2019 20.00 1
Weighted Average 16.83

Notes:

RONW=Restated Profit for the period/year divided by Net Worth.

‘Net worth’ is the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and
debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and
miscellaneous expenditure not written off, as per the restated balance sheet, but does not include reserves created out of revaluation of assets,
write-back of depreciation and amalgamation. As capital reserve is not created out of the profits, same has not been considered for the purpose
of calculation of Net worth.

*not annualized.

IV. Net asset value per Equity Share (face value of = 1 each)

I. Restated Net Asset Value per Equity Share derived from the Restated Consolidated Financial Statements:
As on September 30, 2021: 35.45

II. After the Offer:

(a) At the Floor Price: % 35.45

(b) At the Cap Price: = 35.45

TI. Offer Price: = 35.45

Note:

Net Assets Value per equity share (2): Net assets at the end of the respective periods divided by number equity shares outstanding at the
end of respective periods. Net Assets means total assets minus total liabilities (excluding revaluation reserves).

98
V. Comparison with listed industry peers

There are no listed companies in India that engage in a business similar to that of our Company. Accordingly,
it is not possible to provide an industry comparison in relation to our Company.

Investors should read the above mentioned information along with “Risk Factors”, “Our Business”,
Management Discussion and Analysis of Financial Position and Results of Operations” and “Financial
Information” on pages 27, 136, 262 and 190, respectively, to have a more informed view. The trading price
of the Equity Shares could decline due to the factors mentioned in the “Risk Factors” and you may lose all
or part of your investments.

99
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005

per Bhaswar Sarkar
Partner
Membership Number: 055596

Place of Signature: Kolkata
Date: September 6, 2021

101
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA

The Board of Directors

Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
Paridhan Garment Park

A501-502, 19 Canal South Road,

SDF-1, 4th Floor,

Kolkata — 700 015

Dear Sirs/Madams,

Statement of Special Tax Benefits available to Vedant Fashions Limited and its shareholders under the
Indian tax laws

1,

We hereby confirm that the enclosed Annexures 1 and 2, prepared by Vedant Fashions Limited (‘the
Company’), provides the Special tax benefits available to the Company and to the shareholders of the
Company under the Income-tax Act, 1961 (‘the Act’) as amended by the Finance Act 2021, i.e. applicable
for the Financial Year 2021-22 relevant to the assessment year 2022-23, the Central Goods and Services
Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 and applicable State Goods and Services
Tax Act, 2017 (“GST Act”), the Customs Act, 1962 (“Customs Act’) and the Customs Tariff Act, 1975
(“Tariff Act”) as amended by the Finance Act 2021, i.e., applicable for the Financial Year 2021-22, and
Foreign Trade Policy 2015-20 (“FTP”) as extended till September 30, 2021 vide Notification No. 60/2015-
2020-DGFT dated March 31, 2021 unless otherwise stated presently in force in India (together, the “Tax
Laws”).

Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the Act. Hence, the ability of the Company and / or its
shareholders to derive the special tax benefits is dependent upon their fulfilling such conditions which the
Company and/or its shareholders may or may not, based on business imperatives that they may face in
future, choose to fulfil.

The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents
stated is the responsibility of the Company’s management. We are informed that the Annexures are only
intended to provide general information to the investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of the tax consequences and the
changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the
specific tax implications arising out of their participation in the proposed Initial Public Offering through
offer for sale of the Company’s equity shares (“IPO”).

We do not express any opinion or provide any assurance as to whether:

(i) the Company or its shareholders will continue to obtain these benefits in future;

(ii) _ the conditions prescribed for availing the benefits have been / would be met with; and

(iii) _ the revenue authorities/courts will concur with the views expressed herein.

The contents of the Annexures are based on information, explanations and representations obtained from
the management and on the basis of their understanding of the business activities and operations of the
Company.

This Statement is issued solely in connection with the proposed IPO of the Company and is not to be used,
referred to or distributed for any other purpose.

100
ANNEXURE 1 TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE
COMPANY AND ITS SHAREHOLDERS UNDER THE APPLICABLE TAX LAWS IN INDIA

UNDER THE INCOME-TAX ACT, 1961 (hereinafter referred to as ‘the Act’), as amended by the Finance
Act 2021, applicable for Financial Year 2021-22 relevant to Assessment Year 2022-23

1. Special tax benefits available to the Company under the Act
There are no special tax benefits available to the Company under the Act.

2. Special tax benefits available to Shareholders under the Act

 

There are no special tax benefits available to the shareholders of the Company.
NOTES:

1. The above Annexure of special tax benefits sets out the provisions of Tax Laws in a summary manner only
and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and
disposal of shares.

2: The above Annexure covers only the special tax benefits under the Act, read with the relevant rules,
circulars and notifications and does not cover any benefit under any other law in force in India. This
Annexure also does not discuss any tax consequences, in the country outside India, of an investment in the
shares of an Indian company.

3. The above Annexure of special tax benefits is as per the current direct tax laws relevant for the assessment
year 2022-23. Several of these benefits are dependent on the Company or its shareholders fulfilling the
conditions prescribed under the relevant provisions of the Tax Laws.

4, In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject
to any benefits available under the relevant Double Taxation Avoidance Agreement, if any, entered into
between India and the country in which the non-resident has fiscal domicile.

5. A new Section 115BAA has been inserted by the Taxation Laws (Amendment) Act, 2019 (‘the Amendment
Act, 2019”) with effect from Financial Year 2019-20 granting an option to domestic companies to compute
corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10% and cess of 4%), provided such
companies do not avail specified exemptions/ incentives. The option under section 115BAA of the Act
once exercised cannot be subsequently withdrawn for any future financial year
The Amendment Act, 2019 further provides that domestic companies availing such option will not be
required to pay Minimum Alternate Tax (‘MAT’) under Section 115JB. The CBDT has further issued
Circular 29/2019 dated October 02, 2019 clarifying that since the MAT provisions under Section 115JB
itself would not apply where a domestic company exercises option of lower tax rate under Section 115BAA,
MAT credit would not be available.

In such a case, the Company is not allowed to claim any of the following deductions/ exemptions under the
Act: -

e Deduction under the provisions of Section 10AA.

e Deduction under clause (iia) of sub- section (1) of Section 32 (additional depreciation).

e Deduction under section 32AD or Section 33AB or Section 33ABA.

* Deduction under section 35AD or Section 35CCC

« Deduction under section 80G

Lower corporate tax rate under Section 115BAA of the Act and Minimum Alternate Tax (‘MAT’) credit

under section 115JAA of the Act which are in general available and hence may not be treated as special
tax benefits.

102
The Company has evaluated and decided to exercise the option permitted under Section 115BAA of the
Act for the purpose of computing its income-tax liability with effect from Financial Year 2019-20 and
accordingly, the same available for Financial Year 2021-22, are captured to the extent the same are relevant
to a Company exercising such option.

6. This Annexure is intended only to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences,
each investor is advised to consult his or her tax advisor with respect to specific tax consequences of his/her
investment in the shares of the Company.

7. No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. The
views are based on the existing provisions of law and its interpretation, which are subject to changes from
time to time. We do not assume responsibility to update the views consequent to such changes.

For Vedant Fashions Limited

Rahul Murarka
Chief Financial Officer
Date: September 6, 2021

103
ANNEXURE 2 TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE
COMPANY AND ITS SHAREHOLDERS UNDER THE APPLICABLE TAX LAWS IN INDIA

The Central Goods and Services Tax Act, 2017 (“CGST Act”), the Integrated Goods and Services Tax Act,
2017 (“IGST Act”), the Customs Act, 1962 (“Customs Act”), the Customs Tariff Act, 1975 (“Tariff Act”),
Foreign Trade Policy 2015-20 (“FTP”) (collectively referred to as “Indirect Tax Laws”)

1.

Special indirect tax benefits available to the Company
e There are no special indirect tax benefits available to the Company under Indirect Tax Laws.
Special tax benefits available to Shareholders

e There are no special indirect tax benefits available in the hands of the shareholders for investing
in the shares of the Company.

NOTES:

1;

This Annexure is based on our understanding of the specific activities carried out by the Company which
is relevant for Financial Year 2021-22.

This Annexure is based upon the provisions of the specified Indirect Tax Laws, and judicial interpretation
thereof prevailing in the country, as on the date of this Annexure.

Till the date of this Annexure, the Company is:

e — Eligible for the following exemptions / benefits related to exports which are in general available under
the provisions of the Indirect Tax laws and hence may not be treated as special tax benefits:

- Duty drawback in terms of section 75 of Customs Act, 1962 read with Customs and Central Excise
Duties Drawback Rules, 2017 and Notification No. 07/2020-CUSTOMS (N.T.) dated 28 January
2020

- Rebate of State and Central Levies and Taxes in terms of Para 4.01 (c) of FTP 2015-20 read with
Ministry of Textiles Notification dated 02-05-2019

Remission of Duties and Taxes on Exported Products in terms of Para 4.01 (e) of FTP 2015-20
read with Notification No. 19/2015-2020 dated 17-08-2021

¢ not claimed any exemption / benefit under the Indirect Tax laws and any incentive under any state
incentive policy apart from the benefits as mentioned above

© not made any fresh investment in any State of the country and has not claimed any incentive under any
State Incentive Policy

The above Annexure covers only above-mentioned tax laws benefits and does not cover any income tax
law benefits or benefit under any other law.

This Annexure is intended only to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences,
each investor is advised to consult his or her tax advisor with respect to specific tax consequences of their
investment in the shares of the Company.

No assurance is given that the revenue authorities/courts will concur with the views expressed herein. The
views are based on the existing provisions of law and its interpretation, which are subject to changes from
time to time. We do not assume responsibility to update the views consequent to such changes.

For Vedant Fashions Limited

Rahul Murarka
Chief Financial Officer
Date: September 6, 2021

104
SECTION V - ABOUT OUR COMPANY
INDUSTRY OVERVIEW

The information contained in this section, unless otherwise specified, is derived from the report titled “Assessment
of the apparel industry with a special focus on Indian wedding and celebration wear market in India” dated
September 2021, as updated by the addendum dated December 2021 prepared by CRISIL Limited (the “CRISIL
Report”), who we appointed on June 23, 2021, and commissioned and paid for by our Company in connection
with the Offer. Given the scope and extent of the CRISIL Report, disclosures are limited to certain excerpts and
the CRISIL Report has not been reproduced in its entirety in this Prospectus. There are no material parts, data
or information (which may be relevant for the proposed issue), that have been left out or changed in any manner.
Industry publications are also prepared based on information as at specific dates and may no longer be current
or reflect current trends. Accordingly, investment decisions should not be based on such information. For
additional details, including the disclaimers associated with the CRISIL Report, see “Certain Conventions,
Presentation of Financial, Industry and Market Data and Currency of Presentation — Industry and Market Data”
on page 12.

While preparing its report, CRISIL has also sourced information from publicly-available sources, including our
Company’s financial statements that are publicly-available. However, unless the context otherwise requires
financial information relating to our Company presented in other sections of this Prospectus is derived from our
audited consolidated financial statements prepared in accordance with Ind AS or Ind AS 34, as applicable,
specified under Section 133 of the Companies Act 2013, read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended and restated in accordance with the requirements of Section 26 of Part 1 of Chapter III
of the Companies Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectus
(Revised 2019) (as amended) issued by the ICAI. Accordingly, the financial information of our Company in this
section is not comparable with Ind AS financial information presented elsewhere in this Prospectus.

Macroeconomic overview of India
A review of India’s GDP growth
GDP grew at 6.6% CAGR from Financial Years 2012 to 2020

In 2015, the Ministry of Statistics and Programme Implementation (MoSPI) of India changed the base year for
calculating India’s GDP between Financial Years 2005 and 2012. Based on this, India’s GDP increased at an
eight-year CAGR of 6.6% from 287 trillion in Financial Year 2012 to 2146 trillion in Financial Year 2020.

Financial Year 2021 has been a challenging year for the Indian economy, which was already experiencing a
slowdown before the pandemic struck. GDP contracted 7.3% (in real terms) last Financial Year, after growing 4%
in Financial Year 2020. At 2135.1 billion in Financial Year 2021, India’s GDP (in absolute terms) went even
below the Financial Year 2019 level of 2140 billion.

Economy re-bounded in second half of Financial Year 2021 after shrinking in first half of the year

After contracting in the first half because of the COVID-19 pandemic, the economy rebounded in the second half,
growing 0.5% and 1.6% on-year in the third and fourth quarters, respectively. While the economy shrank as a
whole in Financial Year 2021, agriculture and allied activities, and electricity, gas, water supply and other utility
services were the outliers, logging positive growth. On the other hand, contact-intensive trade, hotels and transport
sectors, and services related to broadcasting were hit the most and continued to shrink in all quarters. Construction
~a labor-intensive sector — was also severely hit in the first half, but rebounded in the second half.

105
Real GDP growth in India (new GDP series)

 

 
   

160 8.3% 10%
74% 8.0%
140 eax 6.4% 8%
6%
120
4%
100 2%
80 0%
we -2%
-4%
40
-6%
20 ig
0 -10%
FY12 FY13 FY14 FYI5 FY16 FYI7 FY18 FY19 FY20  FY21PE
gam GDP (Rs trillion) ©—-O—Y-o-Y GDP growth rate
Note: PE: Provisional estimates
Source: Provisional estimates of Annual National Income 2020 to 2021, Central Statistics Office (CSO), MoSPI, CRISIL Research
Quarter-wise real GDP growth in Financial Year 2021
60 0.5% 1.6% 10%
-7.4% 0%
40 -24.40% =
-10%
20 -20%
0 -30%

QLFY21 AE Q2 FY21 AE Q3 FY21 AE Q4FY21 AE

== GDP (8 trillion) =O Y-0-Y GDP growth rate

Note: AE: Advance estimates
Source: Provisional estimates of Annual National Income 2020 to 2021, Central Statistics Office (CSO), MoSPI, CRISIL Research
Financial Year 2022 base case GDP growth expected to be 9.5%

India is getting back on its feet slowly, with divergent growth trends. Though data suggests there has been some
pick-up in recent months, recovery is weak and uneven. And indeed, the scars of the pandemic continue to run
deep for small businesses, the urban poor and most of the services sector.

Financial Year 2022 is also emerging as a story of two halves. The first half was characterized by a base effect-
driven recovery amid the challenge associated with resurgence in COVID-19 infections. But the second half is
expected to see a more broad-based growth, as vaccine rollout and herd immunity support sectors that are lagging.
The gains made by the economy in the fourth quarter of Financial Year 2021 seem to have fizzled out in the first
quarter of Financial Year 2022 because of the fierce second wave of COVID-19, leading to localized lockdowns
in most states. At the same time, monetary policy has begun normalizing, and some tightness in domestic financial
conditions is inevitable. Against this backdrop, policy support remains critical, apart from action in the external
environment.

In Financial Year 2021, the policy response to the pandemic focused more on damage control and measures to
support the economy. In the current Financial Year, the government is expected to normalize some of the
extraordinary or unconventional policy moves, while trying to ensure there is smooth revival in growth. This will
pertain to most of the services sectors, especially contact-based travel, tourism and entertainment. Also, stronger
global growth should support India’s exports to some extent. Revival will likely not be uniform across sectors,
though. So far, the rural economy has been more resilient than the urban economy.

106
Real GDP growth (% on-year)

FY24P 57%
FY23 P 7.8%
FY22P ee 9.5%
FNE 73
FY20 4.0%
FY19 6.5%
FY18 6.8%
FY17 ee 8.3%
FY16 8.0%
FYI 7.4%
FY14 6.4%
FY13 5.5%
“9.0%  -7.0% 5.0% + —--3.0% = -1.0% 1.0% 3.0% 5.0% 7.0% 9.0%

Note: PE ~ Provisional estimates; P ~ Projected by CRISIL Research; GDP calls updated as of June 2021;
Source: Provisional estimates of national income 2020 to 2021, CSO, MoSPI, CRISIL Research

CRISIL forecasts India’s GDP growth to rebound to 9.5% in Financial Year 2022, as the following four drivers
converge:

Weak base: A 7.3% contraction in GDP in Financial Year 2021 will provide a statistical push to growth in the
next Financial Year.

Global upturns: Higher global growth in 2021 — i.e., world GDP up by 5%, advanced economies 4.3%, emerging
economies 6.3% — should lift exports.

COVID-19 curve: India is witnessing the second wave of COVID-19 infections and at the same time learning to
live with the virus, with the rollout of vaccines. These should broaden growth this Financial Year, especially in
the services and unorganized sectors.

Fiscal push: Stretch in the fiscal glide path and focus of the Union Budget 2021 to 2022 on capital expenditure is
expected to have a multiplier effect on growth.

Fundamental growth drivers of GDP
Urbanization likely to reach 40% by 2030

The share of urban population in India’s total population has been rising over the years and stood at approximately
31% in 2010. People from rural areas tend to move to cities for better job opportunities, education and quality of
life. The entire family or only a few individuals (generally an earning member or students) may migrate, while
the rest of the family continues to live in the native, rural house. This trend is expected to continue, with a United
Nations report projecting that nearly 40% of India’s population will live in urban areas by 2030.

India’s urban versus rural population
100%
80%

60% | 82% 80% 77% 74% 72% 69% 67% 65% 60%
40%

20% yee - A AC

1960 1970 1980 1990 2000 2010 2015 2020P 2030P
Share of urban population (%) Share of rural population(%)

Note: P ~ Projected

107
Source: World Urbanization Prospects: The 2018 Revision, United Nations; CRISIL Research

India’s median age much below that of key countries

As per the United Nations, the median age of the global population rose to approximately 30 years old in 2015
from approximately 22 years old in 1970, with the more developed countries exhibiting median ages significantly
above the global level. Hence, while the median ages of the U.S. and the UK were 37.6 and 40 years, respectively;
in 2015, India’s was significantly lower at 26.8 years, indicating a favorable demographic dividend. Even among
Brazil, Russia, India and China, India’s median age was the lowest in 2015, with Brazil, China and the Russian
Federation recording median ages of 31.4, 36.7 and 38.6 years, respectively.

This trend is expected to continue until 2030, thus implying strong potential for growth in income levels and
discretionary spending, as a higher proportion of population engages in employment activities.

Trend in median ages across key countries

 

Country 1970
‘Brazil, |

/China |
[India

| Russian Federation

2010

 

 

  

31.4)

 

26.8
38.6

 

 

 

 

 

 

    

Source: United Nations, Department of Economic and Social Affairs, Population Division (2019); World Population Prospects 2019, Onlin:
Edition. Rev. 1; CRISIL Research

Approximately 32% of the Indian population lies in the age group of 20- to 39-year age group

10.6
ag «SP 10.1
_ fh
3 2 E
2
0

0-4 5-9* 10-14* 15-19 20-24 25-29 30-34 35-39 40-44 45-49 50-54 55-59 60-64 65-69 70-74 75-79 80+
m2011 ©2021

Share of population (%)

 

Age group

Source: Census 2011, CRISIL Research
Review of private final consumption expenditure

Private final consumption expenditure to clock a CAGR of 7% to 7.5% from Financial Year 2021 to Financial
Year 2025

Private final consumption expenditure (PFCE) at constant prices clocked 4.9% CAGR between Financial Years
2012 and 2021, maintaining its dominant share in the GDP pie, at 56% or 275.6 trillion in Financial Year 2021.
PFCE declined in Financial Year 2021 to 75.6 trillion on account of the pandemic, where consumption demand

was impacted on account of the strict lockdown, employment loss, limited disposable spending, and disruption in
demand-supply dynamics.

108
Going forward, CRISIL forecasts PFCE to grow at a CAGR of 7% to 7.5% over Financial Years 2021 and 2025.
Factors contributing to the growth include good monsoons, wage revisions due to the implementation of the Pay
Commission’s recommendations, benign interest rates, and low inflation.

PECE (at constant prices)

FY12 to FY21 FY21 to FY25

a CAGR: 4.9% eS CAGR:7-7.5% >
120 20%
15%
100
8° % 8.1%
sem 73% cam 70% 6.2% 75% 5 595 10%
80 5%
60 0%
“59
40 ow
-10%
20 0,
om, “15%
0 -20%
FY12 FY13 FY14 FYIS FY16 FY17 FY18 FY19 FY20FY21AE FY25P

mmm PFCE (2 trillion) =®= Y-o-Y PFCE growth rate

AE: Advanced estimates; P: Projections by CRISIL
Source: Provisional estimates of national income 2020 to 2021, CSO, MoSPI, CRISIL Research

Consumption expenditure to be driven by discretionary items

According to CRISIL Research, basic items accounted for 40.4% of the total consumption expenditure of Indian
consumers in Financial Year 2020, with discretionary items accounting for the remaining 59.6%. It is worth noting
that the share of discretionary items in consumption increased to 59.6% in Financial Year 2020 from 53.4% in
Financial Year 2012. The increased spending on discretionary items suggests rising disposable income of
households.

Broad split of PFCE into basic and discretionary spending

100%
90%
80% 46.6% 46.8% 47.3% 45.2% 42.9% 43.0% 41.7% 40.7% 40.4%
70%
60%
50%
40%
30%
20%
10%

0%

raed Eye 57.1% 57.0% EL) 59.3%

    

FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20

m Discretionary Spending Basic Spending

Note: Basic items include food, clothing and housing. Discretionary items include education, healthcare, electricity, water supply, footwear,
personal care products, processed foods, alcoholic and non-alcoholic beverages, tobacco, narcotics, fuel & gas, furnishing and household
equipment, vehicle and personal transportation, spending on recreation and culture, communication, restaurants and hotels, financial
insurance and other financial services, and other items not elsewhere classified.

Source: MoSPI, CRISIL Research

109
Clothing & footwear expenditure logged approximately 11% CAGR between Financial Years 2012 and 2020

PFCE at current rates grew at a CAGR of approximately 12.2% over Financial Year 2012 to Financial Year 2020.
Digging down deeper, expenditure in clothing and footwear logged a CAGR of 10.8% during the period. An
assessment of per capita spends on clothing and footwear indicates that 25,241 was spent per capita in India in
Financial Year 2020. Clothing accounts for nearly 80% of the total spent on clothing and footwear at 74,190 per
capita in Financial Year 2020. Further, the per capita spend on clothing has risen at a CAGR of approximately 9%
over Financial Years 2012 and 2020. As income levels improve and, consequently, discretionary spending
increases, CRISIL Research expects spending on clothing to increase further in future.

Overview of the apparel retail market in India

Apparel demand is expected to rebound sharply in Financial Year 2022, supported by a buoyant economy

The size of the ready-made garment (RMG) retail market is estimated to have grown at a CAGR of approximately
9% to 25.7 trillion between Financial Years 2015 and 2019. However, the segment faced consumption slowdown
in Financial Year 2020. Our interactions with apparel manufacturers indicated that lower inventory orders were
placed by retailers in the first half of Financial Year 2020. Thus, growth is estimated to have declined 200 basis.
points (bps) in Financial Year 2020.

Domestic apparel retail industry projected to grow 25% to 27% in Financial Year 2022 over a low base of
Financial Year 2021

FY22 to FY25 CAGR: 18-20%

a =
FY15 to FY19 CAGR: 9%

%8,150-8,200 bi
25,736bn %5,647bn gy & "
nea 750-4,850bn sr
3B oat
¢
= =

FY15 FY19 FY20 FY21E FY22P FY25P

   

Source: MoSPI, Census, CRISIL Research

Growth is estimated to have impacted in Financial Year 2021 because of pandemic-induced slowdown and the
ban on sale of non-essentials during most part of first quarter. Further, lower discretionary spending, delays in the
opening of malls and lower footfalls impacted demand. Financial Year 2021 witnessed a decline of 30% to 32%
due to the impact of the pandemic. The first and second quarters of Financial Year 2021 were the most impacted
among the four quarters. However, there were signs of recovery from the third quarter of Financial Year 2021
after which the fourth quarter witnessed a positive growth for the listed players as shown below.

Quarterly overview of year-on-year growth in Financial Year 2021 based on listed players’ revenue

-14%
ney
ea
QLFY21 Q2FY21 Q3 FY21 Q4 FY21

Note: An aggregate of six listed companies has been considered.
Source: Industry players, CRISIL Research

In Financial Year 2022, the second wave of COVID-19 continued to impact sales in the first quarter, but sales are
expected to pick up from the second and third quarters, and the fourth quarter is expected to witness a growth over

110
the pre-pandemic levels of Financial Year 2020. The market size is projected to reach 24.75 trillion to 74.85
trillion with approximately 25% to 27% growth in Financial Year 2022, driven by low base, new store additions,
rebound in economic activity, pent-up demand, changing consumer lifestyle, growing brand awareness and
opening up of the nation after the COVID-19-induced lockdown.

The domestic market is expected to continue to grow strongly until Financial Year 2025, clocking up to 28.1
trillion to 8.2 trillion, registering a CAGR of about 18% to 20% between Financial Years 2022 and 2025.

Factors contributing to the growth in domestic apparel retail market

Bani
Cy eee
India

By to

Rising Rising share of Shift towards Peet ens

urbanization working women RMG

branded players

   

Increasing ‘ a
: Increasing retail

PaiCaees eC)

awareness of
fashion trends

 

Source: CRISIL Research

Long-term growth in the domestic market will be driven by rising working population and income levels, higher
penetration of organized retail stores and e-commerce, and growing preference for RMG over tailor-made
garments.

All the apparel segments to register high growth during Financial Years 2022 to 2025

The share of men’s wear, which accounted for approximately 42% in Financial Year 2020, is estimated to have
increased to approximately 43% in Financial Year 2021, as women and kids were confined mostly to homes,
leading to a fall in the contribution of women’s wear in Financial Year 2021. The share of kids’ wear is estimated
to have remained at similar levels as that of Financial Year 2021. During the year, due to an increase in work-
from-home culture, demand for casual- and comfort-wear categories are estimated to register higher growth than
formal- and ethnic-wear categories.

Men’s wear, which is the largest apparel segment with an estimated market share of 42% in Financial Year 2020,
has been growing at a slower pace of 9% CAGR (in value terms) between Financial Years 2015 and 2019 vis-a-
vis women’s and kids’ wear segments, each of which recorded a CAGR of approximately 9.5% to 10% during
the same period. Further, in the women and kids’ wear categories, the share of casual wear and comfort wear
increased with more people working from home and schools remaining closed. The pandemic has led to a fall in
demand for formal wear and school uniforms.

Segment-wise share and size of the domestic apparel market

FY22 to FY25 CAGR:
19-20%

 

FY15 to ORL CAGR: Rs 8,150-8,200 Bn

Ey
Rs 5,736 Bn Rs 5,647 Bn a 2

Rs 4, oan 850 Bn
Rs 4,000 Bn Ea a — 3,840 Bn

ert
ceh x A coh

FY15 FY19 FY20 FY21E FY22P FY25P
Men's wear =Women’s wear «Kid's wear

$2 LOR
a

Source: MoSPI, CRISIL Research

lil
Men’s wear segment projected to be the fastest growing over Financial Years 2022 and 2025

The share of men’s wear is projected to attribute approximately 44% of the retail apparel market in Financial Year
2025, clocking the highest growth rate of nearly 20% to 22% between Financial Years 2022 and 2025, because of
the availability of a wide range of brands, designs, colors, sizes, fittings, and fabrics, acceptance of smart casual
attire among corporates, global fashion awareness among the youth, and a favorable young demographic in India.

Women’s wear and kids’ wear are projected to grow at a CAGR of 18% to 20% between Financial Years 2022
and 2025, respectively. Over the longer term, the factors contributing to the rise within the women’s wear segment
would be the growing number of working women, deeper penetration of global and Indian branded players in the
segment, higher discretionary spending, and increasing awareness of fashion trends. The healthy growth of kids’
wear in the long term is because of the rising proportion of the young population (30% of India’s population is
younger than 15 years old).

Ethnic wear: The share of ethnic wear segment in overall men’s wear stands at approximately 7%. The segment
comprises two categories: casual and Indian wedding and celebration wear. Indian wedding and celebration wear
contributes significant portion — i.e., 90% to 95% — of men’s ethnic wear. The men’s ethnic-wear segment has
reported a CAGR of 8% to 8.5% between Financial Years 2015 to 2019. CRISIL Research expects this segment
to grow strongly at a CAGR of 14% to 15% over Financial Years 2022 to 2025. It is expected to continue growing
strongly in the future, due to the increasing trend of multi-day weddings, wider acceptance of traditional outfits
during festival celebrations and the emergence of brands in the Indian wedding and celebration wear market,
which has been highly unorganized. Brands such as Manyavar, Mebaz, Swayamvar, Jade Blue, Manthan and
Twamev have further boosted the market sentiment within men’s ethnic wear.

Sarees: Sarees are expected to grow at a slower pace in the next five years vis-a-vis all other segments ~ i.e.,
salwar kameez/Indo-western fusion, denim and office/formal wear. While there is a growing preference for
‘western wear, salwar kameez and fusion wear among young women, traditional occasions and weddings and the
preference for sarees by elderly and middle-aged women will arrest a further deceleration in the growth rate.

Traditional (Salwar kameez/Lehengas/Indo-western fusion): Ease of wear, a growing number of working
women, transformation of the traditional salwar kameez into fusion wear, and rising acceptance of such attire
among young women in India will propel growth over the next five years. Availability of a variety of styles and
rise of brands such as Mohey, Fab India and Global Desi are other reasons for the high growth trajectory. However,
with the introduction of brands such as Mohey, Indian wedding and celebration wear such as sarees and lehengas
have witnessed a boost in sales. Lehengas have not only been restricted to use by the younger generation but also
by middle-aged women especially for close-knit family celebrations. Also with an increasing trend of multi-day
weddings and celebrations with dress codes, there has been a higher acceptance of traditional-wear outfits. Also,
with emergence of brands, the propensity to spend on better-quality and branded ethnic wear for important
occasions, such as marriages and even festivals, has gone up.

Industry growth will be characterized by increasing brand penetration and competition

Competitive landscape within the men’s segment

SLT SES | SSeS | GE

 

    
 

space '

| |
| |
Manyavar |. Raymond + Killer |. Jockey
Raymond Ethnix |. Arrow + Lawman |. Speedo
Jahanpanah !. Indian Terrain + K-Lounge !. Frontline
re Mebaz |. Park Avenue + Provogue ! «Euro
as Manthan ! + Colors Plus + USPOLOASSN. | + Torrido
a Twamev |. zop + CalvinKlein |. Bumchums
Ca ‘Swayamvar | + Peter England + UNLIMITED | + vip
2 | + Van Heusen + 2 | + Frenchie
| + Louis Philippe + Parx | + Feelings
| + WillsLifestyle + Spykar | + Leader
| + Allen Solty + Monte Carlo |
|
- I
i I+ Hem | + Triumph
| Global brands | + Marks & Spencer |
=e a | + Van Heusen 1
ECM | showcase minimal 1) Nit |
KEM | interest to penetrate |; + Reebok i
(ORM | within the ethnic wear ||. Tommy Hilfiger \
‘ | |
' I |

112
Note: “Indian wedding and celebration wear” is defined as apparel that is worn on special occasions such as weddings; close-knit family
functions such as pujas, house warming, etc.; traditional festivals such as Diwali, Eid, Holi, and Rakshabandhan; and other events such as
Independence Day, Republic Day, etc.

The above list is not exhaustive and is only representative in nature.

Source: Industry, CRISIL Research

Competitive landscape within the women’s segment

SS | SS |

 

  

| |
| |
= Mohey |. stop + Shree |. Allen Solly |. Jockey
+ NalliSikSarees ! + GlobalDesi + Sabhyata |! + AND |. Lovable
+ Neerus | + Fabindia + Shree i + Fratini Woman } + Zivame
ey + Satya Paul ow + Ethnicity | + Being Human + Pretty Secrets
4 + Sabyasachi |. BIBA | Identiti |. Clovia
2 + Mebaz |. Ritu Kumar |. Zink London | + Gandyskin
S | + HauteCurry | '
beh | + WestSide ! I
| + Pantaloons | |
| + Lakshita | |
| + Label | |
Sa eS SS ee ee fe
SES aa I |
i | 7° H&M | + Triumph
! : jt Zara |
Ee : ' | + Mango i
ee | Global brands showcase minimal interest to | I Masieocnencer!
2s ' i ' »
ae | penetrate within the ethnic wear space | | cyan neues |
i ' | I
; ‘ | |

Note: “Indian wedding and celebration wear” is defined as apparel that is worn on special occasions such as weddings; close-knit family
functions such as pujas, house warming, etc.; traditional festivals such as Diwali, Eid, Holi, and Rakshabandhan; and other events such as
Independence Day, Republic Day, etc.

The above list is not exhaustive and is only representative in nature.

Source: Industry, CRISIL Research

Demand for girls’ outfits to grow at a The break-up of kids’ wear market
steady pace (FY20E)

The kids’ wear segment, estimated
approximately 21 trillion as of Financial Year
2020, is highly lucrative as 30% of India’s
population is younger than 15 years old. The
segment is expected to register a high growth
of about 19% to 20% over Financial Years
2022 and 2025 to clock 21.5 trillion in
Financial Year 2025 because of the rising
proportion of young population. Within the
segment, the boys’ category dominates with an
approximately 53% market share. However,
girls’ wear is expected to outpace boys’ wear
over the next five years. Increasing
government support and awareness of girls’
education and girl child protection will support
the girls’ apparel market.

Kids’ wear

Source: Textiles Committee, CRISIL
Research

Ethnic: The share of ethnic wear in the overall kids’ wear market stands at approximately 17% as of Financial
Year 2020, at approximately 2170 billion. The ethnic-wear segment has grown at a CAGR of approximately 7%
from 2120 billion in Financial Year 2015 to approximately 2170 billion in Financial Year 2020. CRISIL Research
expects this segment to grow its market size at a CAGR of 14% to 15% over Financial Years 2022 to 2025 to
2200 billion to 2250 billion.

iis
A larger footprint and changing consumer lifestyle to propel growth in organised apparel retailing

Branded apparel market, which forms approximately 30% of the overall apparel retail market, is
growing faster

24,000 bn 35,647 bn %8,150-8,200 bn

60-65%

~70%
~82%

CAGR: 18-19% CAGR: 12-13%

> Seg >
rt

 

FY15 FY20E FY25P

Branded = Unbranded

E: Estimate; P: Projection;
Note: Numbers above the bars represent size of the apparel retail market in India.
Source: CRISIL Research

Branded players are also increasing their presence in the accessories segments as it increases brand visibility and
customers can get the full range of products at one place. In the western-wear segment, players have started
offering shoes, hand bags, etc. whereas Indian wedding and celebration wear players offer all accessories related
to weddings, such as jutis, stoles, purses, etc.

Apparel retailing of men’s wear has developed at a reasonable pace over the years, with early entrants such as
Raymond, Arvind Brands, Zodiac, Manyavar. The apparels vertical is characterized by highest margins; low
procurement cost enables competitive pricing for customers and better margins for the retailer. Changing fashion
trends and a rise in consumer incomes are primary demand drivers. The vertical also offers retailers the
opportunity to introduce “private labels” (product exclusive to a retailer). In the past few years, almost all
organized retailers have increased the proportion of private labels in their total product mix. Private labels
constitute approximately 60% of Pantaloons’ revenue from apparels, while it is as low as approximately 12% for
Shoppers Stop.

E-retailing to grow at a faster pace compared with the traditional brick-and-mortar formats by Financial Year
2025

With regards to the format, organized apparel retailing in India can be typically split into two key categories: (i)
brick and mortar, which is the traditional physical format; and (ii) e-retailing, where products are sold via an
online channel. Organized retailing has been dominated by the physical format of delivery. Online shopping
accounted for less than 1% of the industry at the beginning of the 21st century. However, the scenario has changed
rapidly, as the ecosystem for e-retailing has evolved since the advent of India’s largest e-retailer, Flipkart, in 2007.
The e-retail industry, which stood at approximately 22.5 trillion during Financial Year 2020, has grown more than
double since Financial Year 2017.

With customers moving towards e-commerce and online platforms for purchase, the share of online sales also
increased in organized retail. E-commerce has grown significantly in India in recent years due to wider selection
of products, higher discounts, greater convenience of shopping (including door-step delivery) and payment
channels (including cash-on-delivery, mobile wallets) along with an increase in internet penetration and
discretionary spending. The e-retail format accounted for about 35% to 57% of the organized apparel retailing
market in Financial Year 2020. Also, e-retail has become prominent in the lower price points — i.e., below 21,000

114
~with a variety of brands offering western casual and casual ethnic wear. With e-commerce business also making
steady growth, companies such as Shoppers Stop, Reliance Trends, VFL and Aditya Birla Fashion & Retail
(ABFRL) are making focused and substantial investments in new technologies and omni-channel (physical store
and online site) infrastructure. Growing internet penetration and industry focus towards consumer stickiness will
drive growth for online players. Further, there is an increasing trend of brands focusing on direct-to-customer
retailing through their own brand websites, which not only provides them with higher visibility but also enables
better control over data, client requirements, feedback, uniformity in pricing and high conversion ratio. Hence,
over the next three to four Financial Years, e-retail penetration is expected to increase up to 50% to 55% within
the organized apparel retail market in India.

Indian wedding and celebration wear market in India
An overview of the ethnic-wear market in India
Ethnic wear accounted for approximately 32% of the apparel retail market as of Financial Year 2020

with women’s wear being the largest segment

CAGR CAGR

Retail market Particulars FY15 FY 20 FY 25P FY 15-20 FY 20-25

Market size

9
Ginbilliony | 4000 5,647 8,150-8,200 7% 7.5-8%

 

Branded

 

 

: ~18% 30% 35-40% 18-19% | 12-13%
penetration
Market size 1,292 1,800 2,350-2,400 7% 5.5-6%
(in billion)
Brandes! ~19% 30-35% 45-50% 18-19% 12-14%
penetration
Rae Ae 753 1,020. 1,325-1,375 6% 5.5-6%
(@ in billion)
Branded ~10% | 15-20% 28-32% 27-29% | 18-20%
penetration

Indian wedding and
____ celebration wear
Source: CRISIL Research

Ethnic wear in India accounted for about 32% of the overall apparel retail market in India as of Financial Year
2020. Women’s ethnic wear is the largest segment of the overall market as it has found acceptance in both daily
wear and office-wear categories, apart from the Indian wedding and celebration wear category. It includes
Ichengas, kurtis, sarees and salwar kameez. Men’s ethnic wear is the second-largest category and has a share of
approximately 10% of the overall ethnic market. It is dominated by the Indian wedding and celebration wear
market which accounted for approximately 80% of men’s ethnic wear sales and includes sherwanis, kurta jacket
sets, kurta pajama, Indo-western apparel, etc. Acceptance of ethnic wear during festivals and wedding functions
is leading to overall growth of the men’s ethnic-wear market. Kids’ ethnic wear accounts for the remaining 9% of
the ethnic apparel market.

115
  

Women’s: Men’ Kids’:

~819
81% ~10% ~9%
Long-term prospects of the ethnic-wear market remain undeterred by the pandemic

The ethnic apparel retail market grew at approximately 9% CAGR over Financial Year 2015 to 2019 in line with
the overall apparel retail market in the past.

Domestic ethnic-wear retail apparel market size

FY22 to FY25 CAGR: 14-15%
FY15 to FY19 CAGR: ~9% =e:

— %2,350-2,400 bn
zezbn
1,800 bn
21,292 bn = enon
i Pi 31,080 bn i t
FYIS FY19 FY20 FY21E FY22P FY25P

Source: Textile Committee, Industry, CRISIL Research

According to CRISIL Research, the ethnic apparel retail market, estimated at approximately 21,800 billion in
Financial Year 2020, saw a steep decline of 38% to 40% in Financial Year 2021 owing to the pandemic. However,
it expects the ethnic apparel market growth to rebound 48% to 50% on-year in Financial Year 2022 as normalcy
returns after the second pandemic wave ends, restrictions on public gatherings ease and India’s vaccination drive
progresses.

The large wedding market and festivals throughout the year are strong fundamental drivers of the organized ethnic
wear market in India for the long term. With long-term growth factors remaining intact and celebrations continuing
to drive ethnic-wear sales, the concept of pent-up demand is very relevant in Indian wedding and celebration wear,
unlike other consumer categories, therefore driving growth higher. CRISIL Research expects the ethnic apparel
industry to grow at a 14% to 15% CAGR over Financial Years 2022 to 2025, reaching 2,350 billion to 32,400
billion by Financial Year 2025.

Branded apparel forms 30% to 35% of the overall ethnic apparel retail market and is growing fast

31,292 bn 21,800 bn 22,350-2,400 bn

   

CAGR: 18-19% CAGR: 12-14%

   

FY15 FY20E FY25P
mBranded = Unbranded

E: Estimate; P: Projection;
Note: Number above the bars represent size of the ethnic apparel retail market in India.
Source: CRISIL Research

116
A large portion of ethnic wear remains unbranded with the branded segment accounting for 30% to 35% of the
overall ethnic-wear retail market. However, the branded segment is growing faster than the unbranded segment
due to a superior customer experience, a better merchandise mix, standardized pricing, brand strength and further
expansion of players beyond tier-II cities. It is likely to grow at a CAGR of 12% to 14% between Financial Year
2020 and Financial Year 2025 owing to the increasing presence of brands such as Manyavar, Fab India, Mohey
and BIBA and rising disposable incomes and account for 45% to 50% of the overall ethnic retail market.

Ethnic branded sales by channel Branded players choose a sales channel or mix of
as NINE eRe
multi-brand outlets (MBO), large

5% Peace seem Crane
strategy, capital availability
PRE ton tccin tt Mos aneen cence nit
mass to mid segment would typically use sales
channels such as LFS and MBO, while those

targeting the mid to premium segment st
ENC OC moa OBS sea
PHS eNom cee ohmes ttm er ment

POC RCo AEN destin ates
For branded players, EBO is the best

Pee ener icnte ers umetac ata:
feomiteartem

™EBO =MBO &LFS me-commerce

Source: Industry, CRISIL Research

 

Indian wedding and celebration wear has been a dominant exclusive brand outlet-driven business as consumers
typically want to try high-value apparel before making the final purchase. On the other hand, the e-commerce
channel has been gaining prominence due to the ease of buying, lower price points (below 21,000), higher internet
penetration and a good overall experience, and e-commerce is the preferred channel for casual ethnic wear.
Adoption of omni-channel retail by brands has also enhanced the shopping experience of customers by enabling
them to try outfits at home before purchasing.

An overview of the Indian wedding and celebration wear market in India
The term “Indian wedding and celebration wear” can be defined as apparel worn on special occasions such as

weddings; close-knit family functions such as puja, house warming, etc.; festivals such as Diwali, Eid, Holi, and
Rakshabandhan; and other events such as Independence Day and Republic Day.

ERM Cnet Res Cet RNs Cem eC te Doar
of the overall ethnic wear market as of FY20

Une Seren Tet itcaes mene CRE Cun Tt

Cuero Coes bate EDM ceeCedeveaernle a) (eye-Le ConA Ce: Tem ee TET UNC
wear consists of apparel typically seen as regular wear, while
Indian wedding and celebration wear is typically wom during a

Sera oa eesenaitnneten indian wedding and celebration wear

‘@Casual ethnic wear

Source: CRISIL Research

 

117
Indian wedding and celebration wear apparel market driven by weddings and large celebrations

Indian wedding and celebration wear apparel retail market size

FY22 to FY25 CAGR:
FY15 to FY19 CAGR: 15%-17%
~9.5% —_——_
—_—hs"""""> Rs 1,325-1,375 Bn

Rs 1,080 Bn Rs 1,020 Bn t J

Rs 753 Bn Ea Eg ~@- S000
Eg Ea
Rs 564 Bn

& =
Bes mo ES ES cus 3

FY15 FY19 FY20 FY21E FyY22P FY25P
Men's wear =Women's wear = Kid's wear

Source: Industry, CRISIL Research

The Indian wedding and celebration wear category grew a CAGR of approximately 9.5% from Financial Years
2015 to 2019 driven by weddings, family functions and festivals. According to CRISIL Research, Indian wedding
and celebration wear apparel market is estimated to be approximately 21,020 billion in Financial Year 2020. The
industry, due to its inherent nature, has witnessed only a temporary postponement of sales during Financial Year
2021. Given the deferred demand and the inherent nature of the industry indicating that demand is not lost, CRISIL
Research expects the Indian wedding and celebration wear apparel market to grow at a 15% to 17% CAGR over
the Financial Year 2022 to 2025 period, reaching 21,325 billion to 1,375 billion by Financial Year 2025, led by
the fundamental nature of the industry, higher spending per consumer and the increasing trend of multi-day
wedding functions in India. Not only is the Indian wedding and celebration wear market driven by the immediate
family of the bride and the groom but also their close friends. The Indian wedding and celebration category is also
driven by frequent festivities in India. Key brands such as Manyavar and Mohey have propelled their sales through
celebrity advertisements to attract youth.

Market largely unbranded with a huge potential for growth

The share of branded apparel retailers within Indian wedding and celebration wear apparel market is currently
low, at approximately 15% to 20%, indicating huge potential for branded players. Players, such as Vedant
Fashions Limited (VFL) with its brands Manyavar, Mohey, Twamev, Manthan and Mebaz, and brands such as
Nalli’s, Jahanpanah, Ritu Kumar, and Neerus command a dominant position due to their broad variety, latest
designs, better fitting and trial services and better overall purchase experience. Given low penetration levels, there
is huge potential for branded players beyond metros and tier-I cities, along with scope for new brands. For both
men’s and women’s Indian wedding and celebration wear, the branded section grows at differential rates, with
the branded market expected to grow at a faster rate due to an increase in availability of various pan-India and
regional brands providing consistent quality merchandise with attractive and contemporary designs at uniform
pricing along with superior customer experience. Hence, the branded segment is set to grow at a CAGR of 18%
to 20% between Financial Year 2020 and Financial Year 2025 and account for 28% to 32% of the Indian wedding
and celebration wear market.

118
Branded segment accounts for 15-20% of the Indian wedding and celebration wear apparel retail market
and is growing fast

2753 bn

2 1,020 bn 2 1,325 bn to 1,375 bn

  

CAGR: 18-20%
CAGR: 27-29%

FY20E FY25P
mBranded = Unbranded

 

E: Estimate; P: Projection;
Note: Number above the bars represent size of the Indian wedding and celebration wear apparel retail market in India.
Source: CRISIL Research

Men’s Indian wedding and celebration wear apparel retail market size

= 100 bn = 133 bn 2170 bn to 180 bn

 

FY15 FY20E FY25P,
Branded ® Unbranded

E: Estimate; P: Projection;
Note: Number above the bars represent size of the men’s Indian wedding and celebration wear apparel retail market in India.
Source: CRISIL Research

Women’s Indian wedding and celebration wear apparel retail market size

= 550 bn 2735 bn 2 950-1,000 bn

Z. — 7 ~~ El

FY25P

 

m Branded’? Unbranded

E: Estimate; P: Projection;

119
Note: Number above the bars represent size of the women's Indian wedding and celebration wear apparel retail market in India.
Source: GRISIL Research

Branded Indian wedding and celebration wear grew 27% to 29% from Financial Year 2015 to Financial Year
2020, and its share in the overall Indian wedding and celebration wear market increased to 15% to 20% in
Financial Year 2020, evenly supported by men’s and women’s segments. New players have also entered the
market. Titan Company Limited (Titan) launched ‘Taneira,’ an ethnic wear brand offering sarees, ready-to-wear
blouses, stoles, dupattas, and unstitched kurtas with dupattas. ABFRL acquired 51% of Sabyasachi Couture,
formed a strategic partnership with ‘Tarun Tahiliani’ brand through acquisition of a 33.5% stake and entered
menswear through its e-commerce brand ‘Jaypore’. Existing players such as VFL have also been expanding their
presence by launching new brands. For instance, ‘Mohey’, VFL’s new brand, enables VFL to create offerings
across various price points. Both men’s and women’s branded wear are expected to grow at a CAGR of 17% to
22% till Financial Year 2025, increasing the penetration of the overall branded Indian wedding and celebration
wear market to 28% to 32% by Financial Year 2025.

Branded players to continue to gain market share in the long term

Considering the longer term trends for Indian wedding and celebration wear market, branded players have better
recognition, they remain at the edge of fashion trends and give a premium experience to the consumers. Branded
players have expanded their footprint beyond tier-II cities. Players such as VFL, with their brands Manyavar and
Mohey, are also present pan-India with a popular brand portfolio, enabling major brands to gain market share.
The Indian wedding and celebration wear is relatively less price-sensitive market compared to casual wear. The
branded market is expected to grow at 18% to 20% between the Financial Years 2020 and 2025, primarily due an
increase in availability of branded Indian wedding and celebration wear and several regional brands offering
consistent quality merchandize with attractive and contemporary designs, uniform pricing and an enhanced
customer experience.

Manyavar is the leader in men’s Indian wedding and celebration wear

Revenue range of key brands in the male and female segments predominant in Indian wedding and
celebration wear*

Indian wedding and celebration wear ae Indian wedding and celebration
women’s brands illion) wear men’s brands

>7,000 Q Manyavar
Nall >3,000 to <= 7,000
1

PR.
SABYASACH] pitty REMAR | >1,000 to <=3,000

#

 

ANITA DONGRE
Jahanpanah
Me..az g @ohey MANTHAN
TANEIRA <= 1,000 e
$ B nix ‘twameu
SHANTANU & NIKHIL Aes Jasper Raymond ine

Note: The list is not exhaustive and is only representative in nature.

120
* “Predominant in Indian wedding and celebration wear” means brands with more than 50% revenue from Indian wedding and celebration
wear
Source: CRISIL Research

Within the Indian wedding and celebration wear market for women, the presence of branded players is limited
with brands such as Mohey and Mebaz by VFL, Nalli’s Silk Sarees, Neeru’s, and Sabyasachi ruling the roost.

The contribution of celebration apparel is higher than casual in men’s wear as men spend more on Indian wedding
and celebration wear than casual ethnic wear. Men’s Indian wedding and celebration wear market is also largely
unorganized, but the organized segment is growing rapidly, with VFL’s brand “Manyavar” leading while the other
brands are only one-seventh the size of Manyavar. Raymond, another large apparel manufacturer and retailer, has
entered the ethnic-wear category via Ethnix, a brand still at a nascent stage and small compared with Manyavar.
Other brands from VFL, namely “Twamev” and “Manthan” are also emerging in the Indian wedding and
celebration wear category.

Key brands predominant in Indian wedding and celebration wear* and their offerings across segments

fd

 

 

    

 

Men's Women's
beaa
SABYS SACHI
#
. ATTA DONGRE RITU KUMAR
5 $
a SHANTANU & NIRUIL
@ TARUN TAHILIANI
own twamew =
7 g gee g Meohey Nall
ae omar envan
be ethnix Johanpanai TANEIRA
MANTHAN

mid-market

 

 

Note: The list is not exhaustive and is only representative in nature.
* The term “predominant in Indian wedding and celebration wear” means brands with more than 50% revenue from Indian wedding and
celebration wear

Source: CRISIL Research

Impact of COVID-19 on the apparel wear and ethnic-wear markets

Lockdowns in the first quarter, restricted consumer spending, and the second wave of COVID-19 in the fourth
quarter impacted the apparel sector demand throughout Financial Year 2021

The domestic apparel market has been growing at approximately 9% from Financial Year 2015 to Financial Year
2019. In Financial Year 2021, however, apparel demand is estimated to have declined 30% to 32% due to the
pandemic-induced economic slowdown. The pandemic has resulted in restricted discretionary consumer spending,
thereby severely impacting demand in the first half of Financial Year 2021. During the third quarter of Financial
Year 2021, footfalls in retail stores, revenues of retail chains, and citizen mobility reached 70% to 75% of pre-
COVID-19 levels, indicating recovery of domestic demand in the third quarter of Financial Year 2021 on-year.
However, the second wave hit India and halted operations once again towards the end of the fourth quarter of

121
Financial Year 2021. Overall, the share for casual wear and comfort wear increased in domestic demand due to
the rise in work-from-home and study-at-home culture during Financial Year 2021.

Similar to the overall apparel industry, the ethnic apparel industry was also impacted in Financial Year 2021
because of the nationwide lockdown imposed. The scale of wedding functions has reduced due to the pandemic-
Jed restrictions on public gathering, which led to a steep decline of approximately 45% to 47% in the overall
Indian wedding and celebration category. However, expenditures on gold and apparel revived in the second half
of Financial Year 2021 on account of pent-up/deferred demand and revived festive shopping especially during the
third quarter of Financial Year 2021. However, in cases of Indian wedding and celebration wear tending to
weddings, the core spending is by the bride and groom and their close family which continues even if the wedding
gathering is small in size.

Going forward, the Indian wedding and celebration wear market is expected to rebound strongly with 50% to 60%
on-year growth in Financial Year 2022. The growth will be led by multiple factors such as: a low base in Financial
Year 2021, higher operational days in Financial Year 2022 (compared with Financial Year 2021), faster
vaccination drives, the recession-proof nature of the Indian wedding and celebration wear market, greater
relaxations towards public gatherings announced by the authorities (as the wedding season approaches), rising
income levels, higher discretionary spending, changing consumer lifestyle and growing brand awareness
supported by the waning impact of the pandemic.

Key growth drivers for the Indian wedding and celebration wear market in India

Huge domestic market of 9.5 million to 10 million weddings per ye:

ERT tet

Increasing tendency of wearing appropriate celebration wear for respective festive events
POTe rE eC Ce Mes ent Carl) rade

Shift from tailored to ready-to-wear celebration ethnic apparel

      

wedding celebrations

   

 

Addition of new categories such as Indo-western wear
Sites mene ee Mees eet es tem ere Cry

Huge domestic market of 9.5 million to 10 million weddings per year

 

India has a large youth population with around 32% of the population in the 20- to 39-year-old demographic
according to the 2011 census. This is projected to have risen to approximately 34% during 2021. The age pyramid
in India has led to a shift toward the younger generation with marriage-appropriate ages between 20 to 39 years.
Further, the population in the 15- to 19-year-old demographic, which is 10% of the population, will move to the
20- to 24-year-old demographic in the next five years, joining the marriage-appropriate demographic. This
indicates a higher future marriage-appropriate population in the 20- to 39-year-old demographic.

122
About 9.5 million to 10 million weddings happen in India every year

1,361 mi n
Population of the country (2021)

34%

Share of population eligible for marriage
(Considering people in age group 20-39)

283 million

Unmarried population (Estimate)

     
    

Also assuming the overall eligible _/
population including new entrants
get married in upcoming 20 years

   

Number of marriages
per year

According to census estimates, India has an overall population of 1,361 billion people in 2021, of which
approximately 51% are male and approximately 49% are female. CRISIL Research assumes that people in the 20-
to 39-year-old demographic to be eligible for marriage. India also has an estimated unmarried population of 283
million people. Assuming the longevity of the youth population (younger than 20 years old) in India to be eligible
for marriage in another 15 years along with the population in the 20- to 39-year-old demographic, CRISIL
Research estimates an astounding 9.5 million to 10 million weddings to happen in India per year.

Source: CRISIL Research

A wedding ceremony is a key driver for Indian wedding and celebration wear, and hence the demand for Indian
wedding and celebration wear is expected to remain robust over the next decade.

Multi-day and multi-event wedding celebrations

A key growth driver for the domestic Indian wedding and celebration wear market is the changing scenario of
weddings in India. In urban agglomerations, there has been an increasing trend of multi-day and multi-event
weddings where various traditional functions (such as Mehendi, Sangeet, Haldi, etc.) are spread across three to
five days on an average (with one or two events per day), making the whole wedding a bigger event. Multi-day
and multi-event weddings create demand for Indian wedding and celebration wear. As most of these marriage
functions are celebrated in a traditional style, the events lead to shopping for multiple Indian wedding and
celebration wear outfits by not only the couple, but also their immediate and extended family members and friends.
On an average, there are about 50 guests for all functions other than the main wedding function, which is attended
by more than 200 guests.

A typical Indian wedding can range from three to five days or even more based on the number of rituals a family
plans. Mostly, the Engagement ceremony also becomes a part of the main wedding. A typical Indian wedding
consists first of Pooja that includes only the close-knit family consisting of 25 to 50 members. These rituals may
vary from religion to caste, and the number may also vary from the kind of Pooja that takes place. Next is the
Mehendi function, where the family invites close family members and friends as well (25 to 50 guests). A
traditional Sangeet function generally follows the Mehendi and is attended by family and friends. Sometimes the
Engagement and Sangeet are merged into one event. The pre-wedding party is a new-age celebration, which is
generally theme-based and mostly conducted during destination weddings. The main marriage function is
followed by a marriage reception, which is hosted for the extended family and friends.

Another factor changing the dynamics of the wedding industry is an increased preference for destination

123
weddings. Destination weddings also have multiple functions lined up during the two- or three-day course of
wedding events. Destination weddings not only encourage close family members to choose Indian wedding and
celebration wear outfits, but also inspire the entire guest list to wear the same as most of the functions are theme-
based. Such trends create incremental demand for the ethnic-wear industry, especially for Indian wedding and
celebration wear outfits. In addition, other trends, such as the pre-wedding photo shoot, also support the overall
ethnic-wear market growth.

Rising income levels leading to higher discretionary spending on weddings and festivals

The share of discretionary items in consumption has increased to 59.6% in Financial Year 2020 from 53.4% in
Financial Year 2012. Rising disposable household income has led to increased spending on discretionary items
and has further encouraged people to spend more on weddings. There is also an increasing trend of guests shopping
exclusively for weddings and the groom and bride having different attire for different functions. Higher and
increasing disposable income levels are hence considered to be a growth driver of the Indian wedding and
celebration wear market in India.

Average expenditure on weddings in urban India ranges between 21 million to 22 million for a single-day function

Indian weddings are a little expensive to begin with. There are multiple aspects to the overall wedding costs, such
as venue, decoration, catering, apparel, accommodation, etc.

Venue: One of the foremost decisions to be made during a wedding is to finalise its venue. The selection of venue
depends on the type of wedding (i.e. destination wedding or in the hometown). The type of the venue (such as a
party hall, lawn, etc.) and the season of wedding notably influence the venue cost. The peak wedding season in
India is during the winter months following Diwali (i.e, November to February) and would attract the highest
venue cost (which would fall in the range of Rs 0.1-0.3 million). The cost would, however, be lower if the wedding
happens during an off-season.

Décor: Decorating the venue would be the next cost component. The venue would be decorated with various
things such as flowers, traditional adornments, sculptures, etc. The cost of decorating the venue would range
between Rs 0.05-0.4 million

Catering: Food is one of the most important aspects of an Indian wedding. In an urban wedding, a caterer would
provide an assortment of multiple cuisines, which on an average ranges between Rs 800 and Rs 1,000 per person.
Considering a guest list of 400-500 people, the total catering cost would be in the range of Rs 0.3-0.5 million.

Bride and groom outfits: The costs of outfits typically vary depending on where the outfit has been procured
from —i.e., whether it is a designer outfit or not. The outfit costs for the bride and groom generally range between
20.05 million to %0.1 million. Also since weddings are a once-in-a-lifetime event, the bride and groom’s outfits
(Indian wedding and celebration wear) tend to become the most prominent expenditure and a small percentage of
overall wedding expenditure.

Indian wedding and celebration wear outfits for family and relatives: An interesting aspect about multi-day
and multi-event weddings is the demand they create for Indian wedding and celebration wear. As most of these
marriage functions are celebrated in traditional style, the events lead to shopping for multiple Indian wedding and
celebration wear outfits by not only the couple, but also their immediate and extended family members and friends.

Wedding invitation card: A typical wedding invitation card costs in the range of Rs 50-100 per card depending
on the decoration of the card. The total cost of invitation cards, assuming 400-500 guests, would be in the range
of Rs 0.03-0.05 million.

Accommodation: Accommodation cost for a wedding function, at a venue in town/city itself, is a small
component ranging between Rs 0.05 and 0.1 million as most of the guests live in the same town/city. However,
accommodation cost is material for destination weddings. Assuming a cost of Rs 0.8-1 thousand per guest per
night, the overall cost of accommodation would range between Rs 0.05 and 0.1 million.

Miscellaneous: Indian wedding ceremonies have various other aspects (such as photography, videography,
mobility costs, etc.) that incur costs in the range of Rs 0.2-0.3 million. Miscellaneous costs also include buying
apparels for close family members as gifts for various functions.

Increasing trend of wearing appropriate Indian wedding and celebration wear for respective festive events

124
Cultural diversity is an important trait of customers in India, which has led to a plethora of festivals being
celebrated throughout the year across India. There are also festivals in India being celebrated over a span of few
days, such as Diwali, Ganesh Chaturthi, Navratri, Durga Puja and Eid, amongst others. Customer behavior is
constantly evolving over the years. The customers are gradually shifting their preferences towards Indian wedding
and celebration wears that are suitable for the respective festive occasions. Majority of the festivals listed below
involves significant celebrations and social gatherings that invariably demand for ethnic celebration attire. Since
friends and colleagues are also invited to these celebrations, the need to fit in is vital, which has made the demand
for the apt Indian wedding and celebration wear more mainstream. Also, celebrations of certain festivals carry on
for more than a day, especially during the third quarter of a given financial year, which corresponds to a rise in
Indian wedding and celebration wear apparel sales in India. Further, corporate offices may encourage their
employees to dress up in Indian wedding and celebration wear during such festivals, which act as a growth driver
for the Indian wedding and celebration wear segment.

List of prominent festivals of India

ee Typical no. of days celebrated Typically celebrated in
over Month Financial Year quarter
Lohri 2 January Q4
Makar Sankranti 2 January Q4
Pongal 1 January Q4
Republic Day 1 January Q4
Vasant Panchami 1 February Q4
Maha Shivratri 2 February Q4
Holi 2 March Qu
Mahavir Jayanti 1 April Qu
Rama Navami a April qi
Easter 1 April Qu
Gudi Padwa 1 April Qu
‘Akshay Trititya 1 ‘April-May Qi
Eid-al-Fitr 2-3 April-May Qi
Eid-al-Adha 3 July-August Q2
Independence Day 1 ‘August Q2
Janmastami 1 August Q2
Pateti / Parsi New Year iE August Qz
Onam 1 August Q2
Raksha Bandhan 1 ‘August-September Q2
Ganesh Chaturthi 10-11 August-September Qz
Navaratri 9 October-November Qs
Durga Puja 5-6 October-November Q3
Dussehra 1 October-November Q3
Eid-Milad-un-Nabi 2 October-November Q3
Diwali 4-5 October-November Q3
Christmas 1 December Q3

Note: The above list is not exhaustive, and the corresponding months may vary.
Source: CRISIL Research

Increasing association with brands in the Indian wedding and celebration wear segment

With consumer preference shifting towards branded apparel in the overall apparel market, the case is no different
for Indian wedding and celebration wear market. Consumers have started migrating towards branded Indian
wedding and celebration wear steadily, as the branded outfits provide assurance of quality and fit as well as a
sense of keeping up with the latest fashion trends. Marketing, advertisements and celebrity endorsements also
play a crucial role in influencing consumers in the Indian wedding and celebration wear market.

Shift from tailored to ready-to-wear Indian wedding and celebration wear

Consumers of Indian wedding and celebration wear are leaning towards ready-to-wear apparel away from tailored
apparel, as they have the flexibility to try the apparel prior to selection and make the final selection after multiple
trials, which is not the case with tailored apparel. Players, such as Manyavar, are gaining traction in the market as
they offer trials to their consumers along with the most up-to-date designs. Brands not only follow the latest trends
but also utilize data analytics to identify what the consumer really wants and offer design recommendations by
in-store experts.

125
Addition of new categories such as Indo-western ethnic wear

Indo-western ethnic wear is a combination of traditional Indian ethnic apparel and western wear. Addition of Indo-
western ethnic wear to the overall ethnic apparel collection has emerged as a growth driver for the industry. This
category has appealed to many young consumers due to its styling and differentiating features that makes the
consumer standout during a wedding function or a family gathering.

Increased penetration of branded players in tier-II and tier-III markets

As consumers are showing a greater inclination towards branded Indian wedding and celebration wear, key brands
within the Indian wedding and celebration wear segment (such as Manyavar, Mohey, etc.) have also played a key
role in propelling branded sales through advertisements. Also, for purchase of Indian wedding and celebration
wear in tier-II and tier-III cities and towns, people choose to visit a nearby city (whether a metro city or tier-I city)
in absence of branded stores in their city. Hence, Indian wedding and celebration wear players are expanding into
tier-II and tier-III cities in order to improve their market and visibility further.

Key challenges for the Indian wedding and celebration wear market in India
Vendor management

The vendors play a vital role in the Indian wedding and celebration wear market. A large part of the domestic
vendor market is unorganized and fragmented and hence it becomes difficult to keep a check on quality
parameters. Manufacturers and retailers also face issues such as timely delivery, transparent communication, and
relation management. Lack of steady orders and working capital are some of the other issues faced with respect
to vendor management.

Staying up-to-date on the latest designs and styles

One of the key challenges that Indian wedding and celebration wear players face is that of regularly updating their
apparel design and maintaining consumer interest. Unlike casual apparel which has seasonal collections
(summer/winter collection), Indian wedding and celebration wear is not seasonal and has constantly evolving
design trends that players have to stay abreast with to avoid customer dissatisfaction that could lead to unsold
inventory. The absence of data on what sells and what does not is a growth deterrent in the Indian wedding and
celebration wear category and could lead to high unsold inventory posing as a business risk. Changing their
designs and styles as per the evolving market trends and supplying to the stores quickly are challenging. In
addition, the players also face a risk that the consumers might not accept a particular design or style. This could
have an adverse impact on the player. Most of the branded players have in-house design teams to bring out the
latest trends in the stores every season. Players with large presence in the exclusive brand outlet (EBO) space and
having latest technology can collate this information and track changing demand trends to adapt to the
requirement.

Inventory management remains as an Achilles’ heel for retailers

Inventory management is one of the prime factors driving the working capital for this industry. Doing the right
forecasting of demand, planning and producing the right inventory in right proportions, timely replenishment of
inventory, and ensuring that right inventory is best placed in optimum quantity at right place form the key
components of optimal inventory management in Indian wedding and celebration wear market. India being a
diverse country in geography, religion and ethnicity gives rise to distinct identities and different Indian wedding
and celebration wear across India which keeps evolving further. So a comprehensive data-capturing and
management platform is the need of the hour. Sales trend and data analytics are also important parts of inventory
management in order to avoid unsold stock and keep up to date with customer needs. Established players make
use of technology in periodic inventory movement and analysis, warehouse inventory management and to design
replenishment models at a stock-keeping-unit level to build an organized and effective inventory management
process.

Adapting to newer technologies

Technology adaptation and upgradation play an important part across functions such as procurement and inventory
management at warehouses and retailers, analyzing customer preferences and trends, etc. For smaller, unorganized
players, it is difficult and expensive to adapt to newer technologies; hence, expansion across cities and regions is
a challenge for them.

126
Competitive mapping of key players operating in the Indian wedding and celebration wear apparel market
Comparative analysis of players in the Indian wedding and celebration wear apparel sector

In this section, CRISIL Research has compared key players in the Indian wedding and celebration wear apparel
industry. Data in this section is obtained from publicly-available sources, including annual reports and investor
presentations of listed players, regulatory filings, rating rationales, and/or company websites. The financial
information used in this section has been re-classified by CRISIL based on the annual reports and financial filings
of the players. There are no listed companies in India in the Indian wedding and celebration wear market that
engage in a business exactly similar to that of VFL. Accordingly, it is not possible to provide an exact listed peer
comparison with VFL. However we have included a few companies that have a presence in some of the segments
which VFL operates in.

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Source: Company websites, company annual reports/investor presentations, CRISIL Research

The companies compared above are mostly into retailing in the ethnic apparel market (either exclusively Indian
wedding and celebration wear or both casual and Indian wedding and celebration wear apparel). VFL and NEPL
are exclusively focusing on the Indian wedding and celebration wear apparel segment and have product offerings
for all the three categories: men, women and kids. VFL sells its mid- to premium-segment products primarily via
the EBO channel. VFL is one of the early movers to take the branded Indian wedding and celebration wear
category to mid and higher income households.

The rising trend of multi-day weddings and Indian wedding and celebration wear for festivals will lead to faster
growth of the industry. Players with a strong financial position will be better-placed to benefit from these industry
tailwinds.

127
Key operational parameters of major Indian wedding and celebration players

EBOs for key players operating predominantly in | EBOs for key ethnic wear market players
the Indian wedding and celebration wear market predominantly in casual wear having Indian
wedding and celebration wear brands as well

 

NSSPL #t i 29 BAPL* cae
Soch ** 124
JCPL *
RPL** 68
NEPL ] a
suL** fj 22

Swayamvar ** I 18

Note: EBO is a key channel utilized by ethnic apparel retailers to reach end-consumers; players might also be present via other channels such
as MBO, LFS, etc.

# Data for Financial Year 2021 provided by the Company. This includes shop-in-shops. As of March 31, 2021, VFL had 530 EBOs (including
49 shop-in-shops).

## As per the rating rationale dated March 04, 2021, NSSPL has 29 textile retail showrooms and one jewelry showroom, spread across 11
cities (Delhi, Mumbai, Bangalore, Chennai, Hyderabad, Coimbatore, Kolkata, Kanchipuram, Ahmedabad, Kochi, and Puducherry) as on
December 31, 2020

*** As per the website, accessed on June 18, 2021

‘As per the rating rationale dated March 30, 2021. NEPL has 21 stand-alone stores as of date in Telangana, Andhra Pradesh, Karnataka
and other states. It has presence in 12 Central and three Lifestyle stores in India

* As per the fourth quarter of Financial Year 2021 investor presentation the Company has retail presence through 551 EBOs, 2,123 LFS and
1,011 MBOs as of March 2021

* As per the rating rationale dated April 7, 2020. As on February 29, 2020, BAPL's products were retailed through 381 EBOs (including 36
franchised stores) and 750 LFSs/ MBOs, such as Shoppers Stop, Lifestyle, Central and Pantaloons.

Source: Rating rationales, company website, CRISIL Research

Key observations

Among the players compared above, predominantly in the Indian wedding and celebration wear category, VFL is
the largest exclusive Indian wedding and celebration wear player, catering to the men, women and kids categories,
in terms of EBOs. It has a pan-India presence across 205 cities in India and 8 international cities through 530
stores (EBOs as well as shop-in-shop model), with retail space of 1.1 million square feet during Financial Year
2021. VFL has established a multi-channel network and introduced brands by identifying gaps in the underserved
and high growth Indian wedding and celebration wear category. Manyavar, the flagship brand of VFL, operates.
in the men’s Indian wedding and celebration wear in the mid-premium segment. Manyavar is a category-leader
in the branded Indian wedding and celebration wear market with a pan-India presence as of the calendar year 2020
based on latest data available for the peer set. Mohey is an emerging brand of VFL in the women’s mid-premium
and premium wedding and Indian wedding and celebration wear segment, focused on lehengas, sarees and gowns.
Other brands under the VFL umbrella are Mebaz, Twamev and Manthan. Mebaz is a south India-focused
celebration and wedding ethnic wear brand acquired by VFL in Financial Year 2018, providing a ‘one-stop-shop’
for the ethnic celebration needs of the whole family. Twamev, launched in 2019, offers premium men’s Indian
wedding and celebration wear priced between Manyavar and super-premium boutique designer wear brand
offerings. Manthan, launched in 2018, offers men’s Indian wedding and celebration wear at value price points
through sales mainly through MBO, LFS and e-commerce channels.

Among the players compared above in the predominantly Indian wedding and celebration wear category, VFL
has the highest EBO network. VFL generates approximately 90% of sales through the franchisee-owned EBO
network consisting of 481 stores (excluding 49 shop-in-shops), as of Financial Year 2021. VFL’s revenue per
store was 224 million in Financial Year 2020. The average store size for VFL stands at 2,266 square feet as of
Financial Year 2021.

Among the players compared above, the key players in terms of revenue that have presence in segments other

than only Indian wedding and celebration wear are TCNS and BAPL. They focus mainly on the women’s ethnic
apparel segment and operate 595 and 381 EBOs, respectively.

128
Financial parameter assessment of key Indian wedding and celebration wear players

The financial information used in this section has been reclassified by CRISIL based on the annual reports and
financial filings of the players.

Key financial parameters of players operating predominantly in the Indian wedding and celebration wear

market
Operating income OPBDIT* PAT**
Company FY17 FY20 FY21 FY17 FY20 FY21 FY17 FY20 FY21
(@ in million)
VEL 5,978 9,182 | 5,652.1 1,737 3,966 | 2,434.6 1,060 2,366 | 1,329.0
NSSPL* Ea 5,772 NA. us 499 NA. 8 266 NA.
RPL 1,772 2,866 NA. 52 146 NA. 7 -140 NA.
NEPL 1,711 1,810 NA. 175 700 NA. 30 -90 NA.
JCPL 122 355 NA. 5 20 NA. 0 2 NA.

Note: The information for each of the players NSSPL, RPL , NEPL and JCPL relating to the indicated key financial parameters for the
Financial Year 2021 are not publicly available as of November 18, 2021

* OPBDIT: operating profit before depreciation, interest and tax.

** PAT: profit after tax.

Note: During the Financial Year 2019, NSSPL purchased the entire trading division of M/s Nalli Trust (NT) through a slump sale as per
business transfer agreement dated April 11, 2018. Due to this purchase, the operating income NSSPL shot up from 276.9 million in Financial
Year 18 to 25,114.7 million in Financial Year 2019. Hence, NSSPL is an outlier and is not comparable to the peers in the predominant Indian
wedding and celebration wear.

Source: Company annual reports, MCA filings, CRISIL Research

Key financial parameters of ethnic-wear market players predominantly in the casual wear having Indian
wedding and celebration wear brands as well

Operating income OPBDIT* PAT**
Company FY17 FY20 FY21 FY17 FY20 FY21 FY17 FY20 FY21
(in million)
TCNS 7,010 | 11,490 6,359 780 1,894 55.9 160 694 (563.8)
BIBA 4,573 7,569 NA. 492 1,395 NAL 206 26 NA.
SOCH* 3,353 | 2,810.02 NA. 377 (207.23) NA. 165 | (278.61) NA.
JLIL 2,627 2,552 NA. 273 255 NA. 70 62 NA.

Note: The information for each of the players JLIL, BIBA and SOCH relating to the indicated key financial parameters for the Financial Year
2021 are not publicly available as of November 18, 2021

* OPBDIT: operating profit before depreciation, interest and tax.

** PAT: profit after tax.

Source: Company annual reports, MCA filings, CRISIL Research

Key observations for the financial year 2021

VEL had a net profit margin of 23.5% for the financial year 2021. TCNS reported a net loss for the financial year
2021, with net margin of -8.9%.

Key observations for the financial year 2020

Among the peers operating predominantly in the Indian wedding and celebration wear market, VFL had the
highest revenue of 29,182 million in Financial Year 2020 (as per the latest available data for the peer set) followed
by NSSPL. VFL is the largest player in the exclusive Indian wedding and celebration wear as of Financial Year
2020.

Among the players compared above in the predominantly Indian wedding and celebration wear category, VFL
leads the peers in terms of OPBDIT and PAT. It had an OPBDIT of 23,966 million and a PAT of 22,366 million
in Financial Year 2020.

Among the players compared above in the predominantly Indian wedding and celebration wear category, both
VEL and NEPL have product offerings for all three categories: men, women and kids. NEPL however focuses
mainly on the women category. In the men’s Indian wedding and celebration wear segment, VFL is the largest
player in terms of revenue, OPBDIT and PAT among the peers operating predominantly in the Indian wedding

129
and celebration wear market. The men’s Indian wedding and celebration wear is the largest segment for VFL
because of its franchisee-owned EBO network.

VEL has access to artisans across India, and it controls its manufacturing activities through dedicated jobbers.
Access to artisans and dedicated job workers helps the organised industry to have well-developed and reliable
supply chains, and achieve economies of scale in their production. Such strong supply chains maintains entry
barriers for new unorganised players.

Key financial ratios of players operating predominantly in the Indian wedding and celebration wear
market for the financial year 2020

Conpary Operating Net profit ROCE Interest Gearing a Inventory
margin margin coverage (coGs) days (Sales)
VEL 43% 26% 41% 16.7 0.0 85 48.0
NSSPL 9% 5% 29% 9.1 14 51 478
RPL 5% 5% 5% 0.7 0.7 133 126
NEPL 6.2% 5.2% 1.9% 5.3 3.8 269 199
JCPL 6% 1% 32% 1.9 23 189 178

Ratios calculated as per CRISIL Research standards as described below:

Operating margin = OPBDIT / operating income

Net profit margin = Profit after tax / operating income

Return on capital employed (ROCE) = Profit before interest and tax (PBIT) / [total debt + tangible net worth]

Interest coverage ratio = Profit before depreciation, interest and tax (PBDIT) / interest and finance charges

Gearing = Adjusted total debt / adjusted net worth

CRISIL Research has taken into account “tangible net worth” for calculation of both ROCE and gearing ratio

Inventory days (COGS) = Total inventory (Raw material + WIP+ finished goods + traded goods + consumables and stores) / cost of goods
sold "365

Inventory days (Sales) = Total inventory (Raw material + WIP + finished goods + traded goods + consumables and stores) / operating
income *365

Source: Company annual reports, MCA filings, CRISIL Research

Key financial ratios of VFL for the financial years 2020 and 2021

Operating | Net profit Interest ] Inventory
(Company) margin margin HOCE coverage Gearing days (Sales)

VEL (FY21) 43% 23.5% 22.9% 9.4 0.0 65.4

VEL (FY20) 43% 26% 41% 16.7 0.0 48.0

Note: The information for each of the players NSSPL, RPL , NEPL and JCPL relating to the indicated key financial parameters for the
Financial Year 2021 are not publicly available as of November 18, 2021. The information for the Financial Year 2020 has only been included
for players with financials for the Financial Year 2021 for comparison of performance.

Ratios calculated as per CRISIL Research standards as described above.

Source: Company reports, CRISIL Research

Key financial ratios of ethnic-wear market players having Indian wedding and celebration wear brands
as well for the financial year 2020

Company  OPerating Netprofit Rog, Interest Gane esl Inventory
margin margin coverage days (Sales)
(coGs)
TCNS 16% 6% 21% 6.1 0.0 126 105
JLIL 10% 2% 14% 3.7 0.6 143 129
BIBA 18.4% 0.34% 16% 3.0 1.0 223 182
SOCH -7.4% -9.9% 18.7% 2.0 0.8 75 81
Ratios calculated as per CRISIL Research standards as described above.
Source: Company annual reports, MCA filings, CRISIL Research
Key financial ratios of TCNS for the financial years 2020 and 2021
Operatin; Net profit Interest . Invento1
Company, ae es BROCE coverage Gearing | days (Sales)
TCNS (FY21) 0.9% -8.9% 6.7% 14 0.0 159.6
TCNS (FY20) 16% 6% 21% 6.1 0.0 105

Note: The information for each of the players JLIL, BIBA and SOCH relating to the indicated key financial parameters for the Financial Year
2021 are not publicly available as of November 18, 2021. The information for the Financial Year 2020 has only been included for players
with financials for the Financial Year 2021 for comparison of performance.

Ratios calculated as per CRISIL Research standards as described above.

130
Source: Company reports, CRISIL Research

In terms of OPBDIT margin, VFL led the peer set
with 43% in Financial Year 2020

43%

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In terms of ROCE, VFL led the peer set with 41%
in Financial Year 2020

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Source: Company annual reports, MCA filings, CRISIL Research

In terms of net profit margin, VFL led the peer
set with 26% in Financial Year 2020

26%

6%

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In terms of interest coverage ratio, VFL led the
peer set with approximately 17% in Financial
Year 2020

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ROCE and OPBDIT margin (Financial Year 2020)

50%

40%

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30%

20%

10% a

-20% -10% 0% 10%

ROCE

20% 40% 50% 60%

OPBDIT margin

131
PAT and OPBDIT margin (Financial Year 2020)

40%
30%

20%
NSSPL
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10% i
JCPL

PAT margin

0%
-20% -10% 0% 110% 30% 40% 50% 60%

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OPBDIT margin

Note: Size of the bubble represents operating revenue of the Company in Financial Year 2020
Source: Company annual reports, MCA filings, CRISIL Research

Snapshot of key consumer companies

 

Comparative analysis of players in the consumer sector as of financial year 202

Note: Data in this section is obtained from publicly-available sources, including annual reports and investor
presentations of listed players, regulatory filings, rating rationales, and/or company websites.

For this assessment, VFL has been compared to some of the key large listed players across consumer industries,
excluding companies having a major foreign MNC promoter holding. For the apparel industry, ABFRL and Page
industries Limited (Page) have been compared along with other companies in the consumer sector, namely Titan,
Asian Paints Limited (APL), Dabur India Limited (Dabur), Marico Limited (Marico), Britannia Industries Limited
(Britannia), Pidilite Industries Limited (Pidilite), and Relaxo Footwears Limited (Relaxo).

Financials of some key players across consumer industries

Note: Financials in the table below for the companies are not comparable as they represent different industries

 

 

 
     

 

 

 

   
  
 

 

 

   
       

 

 

     

 

Operating income OPBDIT _ PAT
3-year 4-year 10-year 10-year 3-year 4-year 3-year
Company Industry (Key Sub- FY20 FY21 CAGR CAGR CAGR CAGR CAGR CAGR CAGR
name segment*) @in @in  (FY17. (FY17, (FY10. (FY11. (FY17. (FYI7._ (FY17
mn) mn) to to to to to to to
po _FY20)__F) _FY21__FY20) FY21) FY20)_ F
APL | Paints | 233,080 | 25 | 10%) 9. 12% | 11% | 12.5% | 11% |
Titan Jewellery | 210,750 217,120/ 18% | —-14% 13% | 29% 11.8% 29%
Britannia F004 Products (biscuits, | 116 o69 | 131,465 9%} 10% 12%, 11%, 13% 185%, 16%
_cakes and rusks) | | | | | | |
ABFRL Apparel (casual wear) 88,010 52,628 10% 6% 91% «83% 36.5% 4.5% ~~ NM
Dabur FMCG 86,850 | 95, 4% 6% 9%| 6% | 4%
LEMGG (hair oil) | 73,270 | 80,610 | 7% | 8% | [10% | 8% | 9% |
Pidilite | Speciality chemicals g0| 73,015| 9%| 7%| 13%| 11%| 8% | 7.6%| 9%
Page | Apparel (Inner wear) | 29,530| 28,537) 11.5% | 7.4% | 24% | 19% 9.0% | 6.1%) 8.7%
Relaxo | Footwear - | 24,110) 23,596) 14% | 10% | 16% 13% «(18% | 19.0% | 23%
"Apparel (indian | | | | |
VEL wedding and celebration| 9,182) 5,652) 15% -1.4% 30% 21% ial 8.8%| 31%) 5.8%
wear)

 

 

 

* Sub-segment indicates the business line of the Company which constitutes the majority revenue share

5 Operating income CAGR for VFL is for 11 years from the Financial Year 2010 to the Financial Year 2021
CRISIL Research has taken into account “tangible net worth” for calculation of ROCE

NM is not meaningful on account of negative PAT

Source: Company annual reports, MCA filings, CRISIL Research

 

132
 

 

 

 

 

 

 

 

 

 

Operating margin i ROCE
Industry (Key sub-segment*) EYL i cea

| Paints [ 19.2% |_ 35.7% |
Jewellery | 8.4% | 21.8% |
| Food Products (biscuits, cakes and rusks) [ 19.2% |_ [

Apparel (casual wear) | 11.3% | |
LEMCG 20.9% |
LEMGG (hair oil) 19

 
 

 

 

 

 

 

 

 

 

 

 

 

  

| Speciality chemicals L 23.

| Apparel (Inner wear) 18.7% |

| Footwear I 21.3% | | [ [
| Apparel (Indian wedding and celebration wear) 43.1% 26%| 23.5% 41%

 

* Sub-segment indicates the business line of the Company which constitutes the majority revenue share
Note: FY21 performance parameters includes impact on account of COVID-19 pandemic

Ratios calculated as per CRISIL Research standards as described below:

Operating margin = OPBDIT / operating income

Net profit margin = Profit after tax / operating income

ROCE = PBIT / (total debt + tangible net worth)

CRISIL Research has taken into account ‘tangible net worth’ for the calculation of ROCE

Source: Company annual reports, MCA filings, CRISIL Research

 

ROCE and OPBDIT margin (Financial Year 2021)

75%
Marico
60% °
5 Britannia
45% Page Industries x ati
e— Pidilite
sage Titan APL ® VFL
a ° Dabur —® e
8 15% Relaxo
m
0%
-15% ABFRL
-30% =
45%
0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50%
OPBDIT margin

Note: Financials for the companies in the chart above are not comparable as they represent different industries
Source: Company annual reports, MCA filings, CRISIL Research

ROCE and OPBDIT margin (Financial Year 2020)

60% ABFRL Page .
@ Marico
“ 8
50%
VFL
7 Britannia i
40% Titan ‘pr, Pidilite e
Fat e
9 e e
S 30% Relaxo @
~ Dabur
®
20%
10%
0%
0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50%
OPBDIT margin

Note: Financials for the companies in the chart above are not comparable as they represent different industries
Source: Company annual reports, MCA filings, CRISIL Research

Net profit margin and OPBDIT margin (Financial Year 2021)

133
30% VEL

 

 

MaricoDabur ‘
“ Britannia—\ @ —_Pidilite
& dustr °°
ge 10% Titan Page Industries © Nien
2 e APL
Ez 0%
3
&
Z -10% ABFRL
id e
-20%
0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50%
OPBDIT margin

Note: Financials for the companies in the chart above are not comparable as they represent different industries
Source: Company annual reports, MCA filings, CRISIL Research

Net profit margin and OPBDIT margin (Financial Year 2020)

30% VEL

20% Marico > hur

15% Britannia Page 9.
© apr Pidilite

/?— Relaxo

0% ABFRL
©

Net profit margin
8
&

0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50%
OPBDIT margin

Note: Financials for the companies in the chart above are not comparable as they represent different industries
Source: Company annual reports, MCA filings, CRISIL Research

Operating income CAGR (Financial Years 2017 to PAT CAGR (Financial Years 2017 to 2021)
2021)
13.9% 24.9%
5.8%: 9.8% 9.7% 5 a, 0h
74% 6.8% 5 20% 12.3%
10.3% g 79,
I i i [ 7% 7.3% 6.9% 6.3% 5.8%
-1.4%
a | Tiga
s eo g
5.6% s s » s se & ge &

   

 

s FSS LL
ws FS Ss & ¥
is y
Note: Financials for the companies in the charts above are not comparable as they represent different industries

The PAT CAGR for ABFRL is -197% and is not represented on the chart above as it an outlier value
Source: Company annual reports, MCA filings, CRISIL Research

134
Operating income CAGR (Financial Years 2017 to

2020)
18%
15% 1.49
11% 499
10% 10% 996 gog
| | | | [ li 1
er $4
id FES, Core

PAT CAGR (Financial Years 2017 to 2020)

BIN 29%
23%
16%
HT Tu 9% 9% 9%
Pana.
r SF yg

 

Note: Financials for the companies in the charts above are not comparable as they represent different industries
The PAT for ABFRL in the Financial Year 2017 was negative and hence is not a meaningful figure. The PAT CAGR for the Financial Years
2017 to 2020 (-255%) for ABFRL is not included in the chart as the value is an outlier

Source: Company annual reports, MCA filings, CRISIL Research

Net profit margin (Financial Year 2021)

23.5%

17.7%
15.4% 14.9% 14.1% 19 60% 19.4%
| Tie

  

Note:
Source: Company annual reports, MCA filings, CRISIL Research

 

Net profit margin in Financial Year 2020

26%

17%
15%
14% 19% 12% 12% rr
= 7%
ig 2%
a
¢

s
FS Ss
FS ys

ard oe SS
& °

 

ROCE (Financial Year 2021)

58.4%

16.2% 39 796 55 95
| TT 29.1% 28.6% 95 go 91 go

-
& * ¥

 

inancials for the companies in the charts above are not comparable as they represent different industries

ROCE in Financial Year 2020

57% 55% sa49%

”° 38% 36% 36% 35%
| | | ll I

a

s
@ ‘€. ie & ir ee Ss eee
3

Note: Financials for the companies in the charts above are not comparable as they represent different industries

Source: Company annual reports, MCA filings, CRISIL Research

135
OUR BUSINESS

We have included certain non-GAAP financial measures and other performance indicators relating to our
financial performance and business in this Prospectus, each of which are supplemental measures of our
performance and liquidity and are not required by, or presented in accordance with Ind AS, Indian GAAP, IFRS
or U.S. GAAP. Further, such measures and indicators are not defined under Ind AS, IFRS or U.S. GAAP, and
therefore, should not be viewed as substitutes for performance, liquidity or profitability measures under Ind AS,
IFRS or U.S. GAAP. The manner in which such operational and financial performance indicators are calculated
and presented, and the assumptions and estimates used in such calculations, may vary from that used by other
companies in India and other jurisdictions. For the purposes of this section, for certain analyses we have used
historical methodologies and internal categorizations to enable a consistent representation of our business. See
“Risk Factors — Internal Risk Factors — Risks Related to Our Business — We have presented certain supplemental
information of our performance and liquidity which is not prepared under or required by Ind AS.”

Our financial year ends on March 31 of each year and accordingly, all references to a particular financial year
are to the 12-month period ended March 31 of that year. Financial information for the six months ended
September 30, 2020 and 2021 is not indicative of full year results and is not comparable with the annual financial
statements presented in this Prospectus.

The industry-related information contained in this section is derived from the report “Assessment of the apparel
industry with a special focus on Indian wedding and celebration wear market in India” dated September 2021,
as updated by the addendum dated December 2021, prepared by CRISIL Limited (“CRISIL Report”), and
commissioned and paid for by our Company for the purpose of confirming our understanding of the industry in
which we operate in connection with the Offer.

All references to our website i.e. www.manyavar.com and sales therefrom, as well as our mobile application and
sales therefrom, are references to the website and mobile application maintained and operated by our Subsidiary,
Manyavar Creations Private Limited. Further, references to sales through other e-commerce platforms also refer
to sales by our Subsidiary, Manyavar Creations Private Limited.

To obtain a complete understanding of our Company, prospective investors should read this section in conjunction
with “Risk Factors”, “Industry Overview”, “Financial Statements”, “Summary Financial Information” and
“Management's Discussions and Analysis of Financial Condition and Results of Operations” on pages 27, 105,
190, 62 and 262, respectively, as well as the financial, statistical and other information contained in this
Prospectus.

Overview

We are the largest company in India in the men’s Indian wedding and celebration wear segment in terms of
revenue, OPBDIT and profit after tax for the Financial Year 2020 (Source: CRISIL Report). According to CRISIL,
our ‘Manyavar’ brand is a category leader in the branded Indian wedding and celebration wear market with a pan-
India presence, as of Financial Year 2020. We have established a multi-channel network and introduced brands
by identifying gaps in the under-served and high-growth Indian wedding and celebration wear category (Source:
CRISIL Report). We focus on spreading India’s vibrant culture, traditions and heritage through our aspirational
yet value for money brands at a diverse range of price points. We offer a one-stop destination with a wide-spectrum
of product offerings for every celebratory occasion and aim to deliver an aristocratic yet seamless purchase
experience to our customers through our aesthetic franchisee-owned exclusive brand stores.

We are focused on further enhancing our leadership position in the organized Indian wedding and celebration
wear market and establishing our dominance in the premium and value segments of the men’s Indian wedding
and celebration wear market through our brands, Twamev and Manthan, respectively, and in the women’s Indian
wedding and celebration wear market through our brand, Mohey, launched in 2015. Through our diverse portfolio
of leading and differentiated brands, including our acquisition of Mebaz in financial year 2018, a regional legacy
brand catering to the entire family with a rich heritage and established presence in the states of Andhra Pradesh
and Telangana, we are able to better cater to the needs of our customers and the aspirations of the entire family
yet remain value for money and service the varying financial budgets of our Indian consumers. In Financial Years
2019, 2020 and 2021 and the six months ended September 30, 2021, 92.20%, 91.14%, 90.14% and 88.09% of the
Sales of our Customers, respectively, was generated by franchise-owned exclusive brand outlets (our “EBOs”),

136
with the remaining by multi-brand outlets (“MBOs”), large format stores (“LFSs”) and online platforms,
including our website (www.manyavar.com) and mobile application.

The table below sets forth our brands as per their respective year of launch or acquisition (as applicable), the
relevant positioning in the market, the price spectrum of the product mix of each brand and the distribution channel
through which each brands’ products are available in the market.

Brand Year Brand Positioning Price Spectrum See
Channel
1999" | Men’s and boys’ flagship brand Mid-premium EBOs, MBOs, LFS,
(anyarer e-commerce
2015 | Women’s flagship brand Mid-premium EBOs and e-
Mohey commerce
er 2017 | Men’s, women’s and kids’ brands | Mid-premium to | EBOs
Mebaz for the South Indian market premium
DE 2018* | Men’s value brand Value MBOs, LFS, e-
commerce
® 2019 | Men’s premium brand Premium EBOs
twamev

* The brand ‘Manyavar’ commenced operations through a predecessor entity in 1999.
“The brand “Mebaz’ commenced operations in 2002 and was acquired by the Company in financial year 2018.
* Large scale operations commenced following a refreshed launch in 2018.

 

Our portfolio of products includes a diverse range of attires and accessories, each conceptualized by our designers
who have experience in serving the distinct regional preferences of the Indian customer. Our products are
manufactured by artisans having an abundance of expertise in the Indian wedding and celebration wear market,
supplemented by our own ingrained knowledge of the demands of Indian festivals and weddings. Our wedding
portfolio also includes different ranges of creations for different members of the wedding entourage, besides
unique personalization for the bride and the groom. Over the years, we have built longstanding relationships with
vendors and artisans, which have been critical towards us being able to command a dominant position in a market
that was conventionally an unorganized market.

We are asset-light in respect of our plant, property and equipment which enables us to achieve a high return on
capital employed, primarily due to the nature of our sourcing and manufacturing operations, with a substantial
majority of our sales being generated through our franchisee-owned EBOs. As a result, we do not need to invest
in developing manufacturing facilities or a distribution system and by using economies of scale, we are able to
optimize several costs such as our production and procurement costs, distribution costs and employee costs,
thereby leading to improved profitability. Our omni-channel presence, through EBOs and online platforms, is
designed in a manner such that products across our brands are available under one universal platform. As a result,
we are able to make our products available to our customers through their preferred mode of shopping and
purchasing. The success of our franchisee-based model is proven by the fact that as of September 30, 2021,
approximately 73% of our franchisees have operated our stores for three or more years, and 65% of the Sales of
our Customers by our franchisee-owned EBOs is derived from franchisees having two or more stores. Through
our network of over 300 franchisees as of September 30, 2021, we have a track record of commanding a high
initial capital commitment from our franchisees and in return, provide all necessary support in connection with
identifying and approving potential locations for new stores, managing multi-channel advertising on a national
and regional basis, store development and inventory management, management of the supply chain and provide
detailed training programmes for store staff and franchisees. We also incur lease costs in connection with EBOs
operated by our franchisees on premises leased by us.

As of September 30, 2021, we had a retail footprint of 1.2 million square feet covering 535 EBOs (including 58
shop-in-shops) spanning across 212 cities and towns in India, and 11 EBOs overseas across the United States,
Canada and the UAE, which are countries with a large Indian diaspora. In addition to our offline retail presence,
our consumers also have the option of placing orders through our website (www.manyavar.com), our mobile
application and through leading lateral e-commerce platforms. As our offline and online channels are integrated,
our customers can place orders for our products either offline or online, and have the flexibility of buying products
at one store and returning at another or browsing our product catalogues and placing orders online with doorstep

137
delivery. We also operate a QR-code enabled digital catalogue at many of our stores so that our customers can
select a product of their choice from our entire range of offerings.

Technology is at the forefront of our operations and is essential to us being able to attain operational efficiencies
in our sourcing, manufacturing, distribution and sales processes and delivering an enhanced retail experience to
our customers. Most of our business operations are system-driven with limited manual intervention. We utilise
data analytics for capturing and analysing evolving consumer preferences and purchase trends across the country,
and have developed a strong expertise and understanding of consumer preferences across India. We also rely upon
our technology platforms to monitor and manage store inventory levels on a real-time basis and integrate our stock
and supply chain with our production cycle. Our back-end production processes, including our supply chain and
inventory management are data-based and algorithmically managed with every stage system-driven, including the
procurement of raw materials, manufacturing (on an SKU-identifiable basis), warehouse inventory management
and store replenishment (including new store opening fill). As a result, we have a record of every product sold at
our franchisee-owned EBOs and are able to maintain synchronisation between store inventory, sales and billing
cycles from each store. We have also developed a mobile application and an upgraded website to support the
customer product selection and sales processes.

To achieve a deeper connect with our consumers, we utilise targeted marketing campaigns through digital and
social media, billboards, multiplex cinemas, television advertisement and live events. We believe we have
developed a strong brand identity through effective brand advertising and distinct marketing campaigns for our
brands. We attempt to connect with our customers at an emotional level through subtle messages that our
customers can relate to. These include values-based messaging themes embedded around traditional cultural
values, such as “Diwali Wali Feeling”, “Shaadi Grand Hogi”, “Pehno Apni Pehchan” “Apno Wali Shaadi” and
“Shaadi ka Kharcha Adha Adha”. Some of our campaigns are also based on specific categories of persons such
as groomsmen or specific celebrations and occasions.

Headquartered in Kolkata, we are led by our founder, Chairman and Managing Director, Mr. Ravi Modi, a first-
generation entrepreneur who has proven his flair for the art of brand building and retailing with the success of our
brands. Mr. Modi is supported by an experienced management team whose achievements have been recognised
by a number of industry awards including the Global Award for Retail Excellence, 2020, India’s Retail Champions
(Speciality Retail), 2020, and Best Men’s Ethnic Wear Brand (East), 2019. Since 2017, we have also benefited
from the support, guidance and expertise of marquee investor, Kedaara Capital, through Kedaara Capital
Alternative Investment Fund — Kedaara Capital AIF 1 and Rhine Holdings Limited.

In the six months ended September 30, 2021, 44.76% of the Sales of our Customers was generated by our
franchisee-owned EBOs from Tier I cities, 38.64% from Tier II cities and 13% from Tier III cities. The remaining
3.59%% of our franchisee-owned EBO revenues were generated from international markets. In Financial Year
2021, 44.22% of the Sales of our Customers was generated by our franchisee-owned EBOs from Tier I cities,
42.05% from Tier 2 cities and 12.31% from Tier 3 cities. The remaining 1.42% of the Sales of our Customers by
our franchisee-owned EBOs was generated from international markets. For Financial Years 2019, 2020 and 2021
and the six months ended September 30, 2020 and 2021, our revenue from operations was = 8,007.42 million,
% 9,155.49 million, = 5,648.16 million, = 717.05 million and 3,598.43 million, respectively. Similarly, our profit
/ (loss) for the year for Financial Years 2019, 2020 and 2021 and the six months ended September 30, 2020 and
2021 was 2 1,764.27 million, = 2,366.37 million and 2 1,329.03 million, = (176.47) million and = 984.07 million,
respectively. Our EBITDA for Financial Years 2019, 2020 and 2021 and the six months ended September 30,
2020 and 2021 was 23,379.54 million, % 3,987.65 million, % 2,817.05 million, % 293.48 million and
% 1,759.53 million, respectively, and our ROCE for Financial Years 2019, 2020 and 2021 and the six months
ended September 30, 2020 and 2021 was 48.24%, 47.80% and 34.07%, (2.76)% and 22.16% respectively. For a
reconciliation of our profit for the period to EBITDA, see “Other Financial Information” and “Certain
Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation” on pages 258
and 12, respectively.

Our Competitive Strengths

Our key competitive strengths, which combined, lead to a high barrier to entry in the organized Indian wedding
and celebration wear market, include:

Market leader in the Indian celebration wear market with a diverse portfolio of brands catering to the
aspirations of the entire family.

138
« Large and growing Indian wedding and celebration wear market driven by an increased spending on such
wear.

¢ Differentiated business model combining the strengths of retailing with branded consumer play.

¢® Omni-channel network with the seamless integration of our online and offline channels.

e Technology-based strong supply chain and inventory replenishment systems driven by system-wide data
analytics, strong processes and longstanding vendor relationships.

e Experienced and professional founder-led leadership team.

Market leader in the Indian celebration wear market with a diverse portfolio of brands catering to the
aspirations of the entire family

According to CRISIL, our ‘Manyavar’ brand is a category leader in the branded Indian wedding and celebration
wear market with a pan-India presence, as of Financial Year 2020. We have established a multi-channel network
and introduced brands by identifying gaps in the under-served and high-growth Indian wedding and celebration
wear category (Source: CRISIL Report). Our significant product portfolio curated at a diverse range of price points
enables us to remain aspirational and yet value for money to the Indian consumers. We are the largest company
in India in the men’s Indian wedding and celebration wear segment in terms of revenue, OPBDIT and profit after
tax for the Financial Year 2020 (Source: CRISIL Report). We are now focused on further enhancing our leadership
position and establishing our dominance in the premium and value segments of the men’s Indian wedding and
celebration wear market through our brands, Twamev and Manthan. Parallelly, we are also focused on expanding
our presence in the women’s Indian wedding and celebration wear market through our brand, Mohey. Our diverse
portfolio of leading and differentiated brands, including our acquisition of Mebaz, enables us to better cater to the
needs of our customers and increase the range and diversity of our products, thereby achieving our goal of catering
to aspirations of the entire family.

Our brands comprise a diverse range of attires and accessories, with different ranges of creations for different
members of the wedding entourage, besides the personalization for the bride and the groom. Our products are
conceptualized by designers having experience of serving the regionally diverse tastes and preferences of the
Indian population, designed by artisans who have an abundance of expertise, and are offered to our customers.
through our own ingrained knowledge of the demands of the Indian wedding and festivals. As a result, given our
customer-centric approach and ideology of delivering an enhanced experience to our customers, we are able to
command a dominant position in a market which has traditionally been a difficult market to enter. By leveraging
our extensive experience and understanding of the Indian wedding and celebration wear market, we have
developed a portfolio of established ‘home-grown’ brands in the Indian wedding and celebration wear market.
Coupled with Mebaz, which is not a ‘home-grown’ brand of ours, we have a hybrid model of both ‘home-grown’
and acquired brands, expanding the reach of our brands.

Men's Indian wedding and celebration wear market

We have three distinctive brands in the men’s Indian wedding and celebration wear market, each catering to a
different segment of the market (i.e., value, mid-premium and premium price points):

 

139
¢ Manyavar is our flagship brand, and is in the mid-premium Indian wedding and celebration wear price range
with a comprehensive product portfolio.

« Twamev is our premium brand in men’s Indian wedding and celebration wear market. Twamev is priced
between Manyavar and other luxury boutique brands, and since 2019, through Twamev, we upscale our
consumer experience and offer Manyavar customers a premium product.

¢ Manthan is our value brand offering of men’s Indian wedding and celebration wear. Following a refreshed
launch in 2018, our Manthan products are sold primarily through MBOs, LFSs and online platforms, and we
expect to cater to the demands of the sizable number of mid-market weddings and other celebrations through
this portfolio of products.

Women’s Indian wedding and celebration wear market

We launched our mid-premium brand Mohey in 2015 to cater to and develop a presence in the women’s Indian
wedding and celebration wear market. According to CRISIL, our Mohey brand is the largest brand by number of
stores, with a presence across India focusing on women’s Indian wedding and celebration wear market, as of the
Financial Year 2020. Our Mohey brand offers a range of attires such as lehengas, sarees and gowns with the

vision of establishing a leadership position as Manyavar has done in the men’s Indian wedding and celebration
wear market.

Regional Indian wedding and celebration wear in south India
Mebaz

An established one-stop shop heritage brand with a strong legacy, Mebaz was acquired by us in financial year
2018. As of Financial Year 2021, Mebaz has a strong presence in the states of Andhra Pradesh and Telangana
(Source: CRISIL Report).

 

Large and growing Indian wedding and celebration wear market driven by an increased spending on such
wear

In urban agglomerations, there has been an increasing trend of elaborate multi-day and multi-event wedding
celebrations. According to CRISIL, the Indian wedding and celebration wear market is large and continues to
consistently grow, driven by over 9.5 million to 10 million weddings taking place each year, and the average
expenditure on weddings in urban India ranges between 2 1 million to 2 2 million for a single-day function. There
has also been a significant increase in consumer-spending on Indian wedding and celebration wear, with a growing
consumer appetite for celebration wear at occasions preceding and following the wedding ceremony (such as the
engagement ceremony, haldi, mehndi, sangeet and the wedding reception) and extending not only to the bride,
the groom and their immediate family members but also to their close friends and relatives (Source: CRISIL
Report).

Dressing in Indian wedding and celebration wear (as opposed to western formals and casuals attire) is now a
common trend not only at wedding celebrations but also country-wide festivals such as Diwali, Navratri, Rakhi
and Eid and regional festivals such as Durga Puja, Pongal, and other occasions such as birthday parties and
wedding-anniversary celebrations, among other celebrations. According to CRISIL, the Indian wedding and
celebration wear market is relatively less price-sensitive as compared to casual wear. Moreover, the branded
market is expected to grow at 18% to 20% between the Financial Years 2020 and 2025, primarily due to an
increase in the availability of branded Indian wedding and celebration wear, as well as several regional brands
offering merchandize of consistent quality with attractive and contemporary designs, uniform pricing and
enhanced customer experiences (Source: CRISIL Report).

According to CRISIL, the men’s Indian wedding and celebration wear market was estimated to be worth
approximately % 133 billion as of Financial Year 2020, and is projected to increase to = 170 billion — 2 180 billion
by Financial Year 2025. In comparison, the women’s Indian wedding and celebration wear market is significantly
larger, estimated to be worth approximately 2 735 billion as of Financial Year 2020, and is projected to increase
to % 950 billion — to % 1,000 billion by Financial Year 2025. For both the men’s and women’s Indian wedding and
celebration wear, the branded section of such market grows at differential rates, with the branded market estimated

140
to grow at a faster rate due to an increase in availability of our brands and several regional brands, consistent
quality merchandize with attractive and contemporary designs, uniform pricing and the delivery of an enhanced
customer experience (Source: CRISIL Report).

Differentiated business model combining the strengths of retailing with branded consumer play
Retail and brand play

We aim to deliver a uniform country-wide experience to our customers through a combination of our strong
retailing proposition supported by our omni-channel network and the strength of our brands. Given our season-
agnostic designs and aspirational brand appeal, we employ consistent pricing of our creations across India. We
have not offered any end-of-season sales or discounts for our Manyavar brand.

Our retail strategy is primarily focused on delivering a consumer-centric experience and we consistently
endeavour to launch on-trend designs throughout the year. As our sales are primarily channelled through EBOs,
we are able to collect secondary sales data that we utilize to analyse consumer buying behaviour. This helps us
develop a better understanding of evolving consumer preferences in the various micro-markets in which we
operate and drive our supply chain and merchandise mix in an efficient manner. Moreover, as our inventory system
is ERP-based and updated on a real time basis, we are able to ensure that our inventory is replenished to an optimal
level at all times.

Our EBO distribution model

We are asset-light in respect of our plant, property and equipment with EBOs predominantly operated by our
franchisees on a pan-India basis. In the six months ended September 30, 2021, over 88.09% of the Sales of our
Customers was generated by our EBOs, with over 7.35% by MBOs and shop-in-shops, over 0.88% by LFS and
over 3.68% by online channels. In Financial Year 2021, over 90% of the Sales of our Customers was generated
by our EBOs, with over 6% by MBOs and shop-in-shops, over 1% by LFS and over 2% by online channels. We
have grown significantly over the last five years with an overall EBO retail space of approximately 1.1 million
square feet in 193 cities in India and 8 cities internationally, as of March 31, 2021, as compared to a retail space
of approximately 0.50 million square feet, as of March 31, 2016. We have also expanded our presence overseas
with 11 stores across the United States, Canada and UAE, as of September 30, 2021.

In the six months ended September 30, 2021, 44.76% of the Sales of our Customers was generated by our
franchisee-owned EBOs from Tier I cities, 38.64% from Tier II cities and 13.00% from Tier III cities The
remaining 3.59% of our franchisee-owned EBO revenues were generated from international markets. Similarly,
in Financial Year 2021, 44.22% of the Sales of our Customers was generated by our franchisee-owned EBOs from
Tier I cities, 42.05% from Tier 2 cities and 12.31% from Tier 3 cities. The remaining 1.42% of the Sales of our
Customers from our franchisee-owned EBOs in Financial Year 2021 was generated from sales in international
markets.

The fact that, as of September 30, 2021, 73% of our franchisees have operated our stores for three or more years
and 65% of the Sales of our Customers from our franchisee-owned EBOs is derived from franchisees having two
or more stores is testament to the success of our EBO distribution model. Through our network of over 300
franchisees as of September 30, 2021, we are able to demonstrate a track record of commanding a high initial
capital commitment and in return, provide all necessary support in connection with identifying potential locations
for new stores, managing multi-channel advertising on a national and regional basis, assisting in store development
and inventory management, directly managing the supply chain and providing detailed training programmes for
store staff and franchisees.

Marketing and brand building campaigns

We believe we have developed a strong brand identity through effective brand advertising with distinct targeted
marketing campaigns through a variety of media such as digital and social media, billboards, multiplex cinemas,
television and live events. For such marketing campaigns, our brand ambassadors have included leading
individuals from the sporting and film industries. We attempt to connect with our customers at an emotional level
through subtle messages that our customers can relate to. These include values-based messaging themes embedded
around traditional Indian society, festivals, events and cultural values, including “Diwali Wali Feeling”, “Shaadi
Grand Hogi”, “Pehno Apni Pehchan”, “Apno Wali Shaadi” and “Shaadi ka Kharcha Adha Adha.”

141
Omni-channel network with the seamless integration of our offline and online channels

We operate an omni-channel network and engage with our customers through an integrated platform serviced by
our online and offline channels. This enables us to deliver a deeper connect with our customers and deliver a
superior customer experience. The seamless integration between our offline and online channels also ensures that
our products are available to our customers through their preferred mode of retail. As of September 30, 2021, we
had a total retail space (across EBOs and shop-in-shops) aggregating to over 1.2 million square feet across 212
cities and towns in India and 8 cities internationally, and a retail footprint of 535 EBOs in India (including 58
shop-in-shops) and 11 EBOs overseas across the United States, Canada and the UAE, which are countries with a
large Indian diaspora.

Through our online channel, our customers also have the ability to place orders through our website
(www.manyavar.com), our mobile application and leading lateral e-commerce platforms and the flexibility to
research products online with the option to visit our stores for trials and fittings. As the pricing of our products is
uniform across our online and offline channels across India, our customers have the flexibility to purchase our
products online or offline through our stores. We have also adopted modules for communication at EBOs whereby
EBOs can place orders for any products not in stock and requested for by customers, and as a result, can service
customers’ orders at short notice at the EBO of their choice.

Technology-based strong supply chain and inventory replenishment systems driven by system-wide data
analytics, strong processes and longstanding vendor relationships

Our business model is driven by the strength of our system-driven technology infrastructure, our established
systems and processes and our longstanding relationships with our vendors. Our entire supply chain and inventory
management process is system-driven and algorithmically managed with every stage in our supply and distribution
chain driven through data analysis and automation, including the procurement of materials, warehouse inventory
management, store replenishment and new store opening fill.

As our integrated secondary sales network is supervised by us, we are able to utilise sales data to track and manage
our inventory on a real-time basis and analyse consumer buying behaviour, which we can utilise to better
understand the preferences of our consumers and backward integrate into our supply chain. Our algorithm-based
inventory management system provides us with a real-time view of store inventory and the ability to effectively
monitor and manage inventory levels at EBOs, thereby minimizing dead stock. As a result, we have visibility of
the products as they are sold at our stores, and we synchronise inventory levels at our stores and warehouses
periodically.

Our sales have been managed through a retail ERP module, which was integrated into our systems since 2008 and
provides strong forecasting and planning assistance to guide our end-to-end supply chain. Over the years, we have
continued to utilise technology to further automate our processes — for instance, through the adoption of ‘Wooger’,
a communication module, our franchisee-owned EBOs are able to seamless communicate with each other.
Similarly, we have developed a digital order system and an independent vendor portal that form an integral part
of our purchase and sales machinery.

We have longstanding relationships with our vendors from whom we procure our fabrics and other materials. Our
centralized, system-driven supply chain is integrated with our sales network, thereby assisting our procurement
process based on consumer preferences and trends. We have access to a large number of artisans across India, and
control our manufacturing activities through dedicated job workers. As a result, we have a well-developed, reliable
supply chain and are able to achieve economies of scale in production (Source: CRISIL Report). We also have
designer team responsible for developing authentic, concept-based, impressionable designs and products catering
to the differing choices and tastes of a wide range of ages and ethnicities, based on market research and trends
identified using analytics on consumer sales data on a daily basis. Maintaining control over our design and
manufacturing through streamlined operations helps us ensure a high quality of finished products and thereby
increasing repeat customers, which results in contributing to higher profit margins on our sales.

Experienced and professional founder-led leadership team
We are led by Mr. Ravi Modi, our founder, who has proven his flair for the art of brand building and retailing
with the success of our brands, and has led our Company since inception. Mr. Modi is supported by an experienced

management team with rich functional experience in the consumer, apparel and retail industry, and which includes
members that have been associated with our Group since inception.

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Under our founder and management team’s leadership, we have developed a capital efficient business with a
disciplined research-driven process-oriented approach, along with an extensive marketing and retail network. Our
Chairman and Managing Director, and other management personnel have significant experience in various aspects
of the business and have demonstrated an ability to manage and grow our operations and expand our distribution
and retail network. Since 2017, we have also benefited from the support, guidance and expertise of marquee
investor Kedaara Capital, through Kedaara Capital Alternative Investment Fund — Kedaara Capital AIF 1 and
Rhine Holdings Limited.

Our Strategies
Expansion of footprint within and outside India

We intend to focus our expansion effects in markets where we determine there is an increasing demand for our
products, and where we can leverage our existing presence to expand our market share. Through our cluster-based
expansion strategy, we have identified several cities and towns in both existing geographies where we have a
presence and new geographies where we plan to establish our first EBOs. Between Financial Years 2016 to 2021,
we have increased our EBO retail space footprint from approximately 0.50 million square feet to over 1.1 million
square feet, and aim to double our national footprint over the next few years.

We continue to carry out in-depth market research and analysis to identify potential locations for expansion, and
intend to increase our sales in India as well as the underserved international markets where we have established a
presence. We have developed independent growth strategies for each of our brands, and intend to expand the
footprint of our Mohey brand (along with our Manyavar brand) by establishing exclusive Mohey brand stores in
clusters where we have an established dominant position, increasing the presence of our Twamev brand products
through cross-selling at our Manyavar stores, and increasing the penetration of our Manthan and Manyavar brands
by increasing sales volumes through the wholesale channel, MBOs, LFSs and online channel. We also intend to
further expand the footprint of our Manyavar brand by continuing to open new EBOs in new areas, cities and
markets, and expand our international presence in markets with a large Indian diaspora, strong-rooted Indian
traditions and high spending power such as the United States, Canada, United Kingdom, the Middle East, South
East Asia and Australia. Our development, ownership and operating experience in India provides us with the
experience and resources to facilitate such expansion and the potential to achieve market share gains, increased
brand recognition and economies of scale.

E-commerce has grown significantly in India in recent years, due to wider selections of products, higher discounts,
greater convenience of shopping (including door-step delivery) and payment channels (including cash-on-
delivery, mobile wallets), along with an increase in internet penetration and discretionary spending (Source:
CRISIL Report). Through our omni-channel network, our customers have the flexibility of accessing our products
through their preferred mode including our offline channel, browsing our product catalogues online, or directly
purchasing our products through our online channel. We intend to continue to increase our sales through our
website (www.manyavar.com), our mobile application and leading lateral e-commerce portals.

Scaling up our emerging brands through increased up-selling and cross-selling initiatives

By owning multiple brands catering to the Indian wedding and celebration wear market and operating each within
the same omni-channel network, we are able to significantly up-sell and cross-sell our products through our
existing retail channels. As we maintain strong operational synergies within our EBO network, we are able to
leverage the strong brand recall and established presence of our Manyavar brand to introduce our customers to
our emerging brands such as Twamev and Mohey. As a result, we are able to up-sell our Twamev brand products
to our Manyavar customers who may be looking for a premium offering, or cross-sell our Mohey brand products
at our Manyavar stores, thereby achieving an increase in order value and the number of items a customer may
buy. Moreover, through our Manyavar and Mohey brands, we recently introduced our “Man-Moh’ range, a co-
ordinated jodi collection for the bride and the groom.

We aim to deepen our connection with our customers and extend buying opportunities beyond the wedding
ceremony to other celebrations. Such other celebrations include the engagement ceremony, haldi, mehndi, sangeet
and the wedding reception, and other celebratory occasions, such as pan-India and regional religious festivals and
other celebrations (such as birthday parties and anniversaries). We continue to target an expanded audience
beyond the bride and groom to include the wedding entourage, including the bride and groom’s parents, friends
and family, for each of whom we have customized and enhanced our designs. We continue to expand our audience

143
by introducing additional product ranges. We also plan to increase our focus on growing our existing product
ranges, such as the kids’ wear ranges of our Manyavar, Mebaz and Mohey brands. We also aim to launch
additional products such as accessories for our Mohey range and widen our audience for our Manthan brand
through our omni-channel network with attractive pricing initiatives and an increasing blend of product designs
at low prices.

We also conduct regular training programmes for our staff and franchisees through in-person meetings and short
videos and have designed incentives for sales persons and store managers for successfully up-selling and cross-
selling our products. One such successful incentive introduced during the Financial Year 2021 was “WOW bills”
~an initiative that rewarded salespeople for successfully meeting certain sales thresholds.

Enhancement of brand appeal through targeted marketing initiatives

Overall, our marketing initiatives are established to enhance two factors of growth that we believe are critical
sales drivers in the Indian wedding and celebration wear market. These are firstly, expanding the addressable
market by increasing the trend of dressing in Indian s wedding and celebration wear (as opposed to western
formals and casuals attire) not only at wedding celebrations but also at country-wide festivals such as Diwali,
Navratri, Rakhi and Eid, regional festivals such as Durga Puja, Pongal, and other occasions such as birthday
parties and wedding-anniversary celebrations, among others, and secondly, increasing the awareness of our brands
and creations, but both within and outside India in our existing and potential markets.

Through our focused marketing campaigns, we aim to establish a bond with our customers at an emotional level,
and project an underlying core message with shared values through distinctive marketing, advertising and
customer engagement initiatives. We intend to continue to enhance the brand recall of our products through the
expansion of our footprint of EBOs as well as the use of targeted marketing initiatives including digital marketing
campaigns, email communications, television and social media advertisements, event sponsorships, brand
ambassador content, multiplex cinemas and outdoor advertising. We also use in-store communications and
visuals, store facades and store shutters for advertising our brands. For the Financial Years 2019, 2020 and 2021
and the six months ended September 30, 2020 and 2021, our advertisement, publicity and sales promotion
expenses were % 666.67 million, % 693.52 million, % 272.15 million, % 76.15 million and 2 113.36 million,
respectively, or 8.33%, 7.57%, 4.82%, 10.62% and 3.15% of our revenue from operations, respectively.

We run independent marketing campaigns for our brands, with a focus on highlighting our enhanced consumer
experience. Our most recent campaign for Manyavar (‘Pehno Apni Pehchan’ — 2021) was themed around
embracing one’s roots, and that celebratory occasions are incomplete without ethnic wear, and our campaign for
Mohey (‘Dulhan Wali Feeling’ — 2020) showcased the modern bride rooted in Indian traditions and values as she
walked down the aisle. Some other core themes of our campaigns highlighted the fact that wedding celebrations
are to be enjoyed with one’s loved ones (‘Apno Wali Shaadi’ — 2021), and that weddings are not just about lavish
food but vast emotions and umpteen happiness and are best celebrated with one’s family (‘Shaadi Grand Hogi’ —

2020).
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144
Significant potential and space for growth of our emerging brands

We intend to continue to leverage on our in-depth market research, robust technology platform and data analytics
to introduce a wider range of products within the Indian wedding and celebration wear market, thereby
consolidating our leadership position. We assess consumer demand, international and local fashion trends and
evolving consumer preferences to supplement our product mix. As a result, we have independent growth strategies
for our growing brands, as set out below:

e Mohey: Through independent ad campaigns and marketing initiatives, we aim to establish a leading position
in the women’s wedding market considering the size of the market and the lack of a nation-wide brand in the
mid-premium and premium market. We aim to establish our presence in high demand product markets
determined through research through opening EBOs (with our Manyavar brand), including standalone stores.
While we aim to continue our cross-selling initiatives at existing Manyavar stores, we continue to increase
the depth of our product mix to an additional array of products, including accessories. We also recently
introduced a new range called ‘Man-moh’, a ‘jodi’ collection for the bride and groom with the specific goal
of leveraging the leadership of the Manyavar brand to rapidly increase the popularity and sales of creations
comprising the Mohey brand.

e Twamev: While we currently sell Twamev products in some of our Manyavar stores, we aim to focus on
further up-selling our Twamev products at other existing Manyavar stores, thereby establishing a footprint
within existing Manyavar stores. With an independent marketing drive, we aim to up-scale our existing
Manyavar customer base brand to a premium offering and expand our consumer base to customers having a
preference towards a premium products. We also aim to widen the product categories offered with a large
and more comprehensive merchandize mix.

e = Manthan: As our value-brand, we aim to increase our footprint with a targeted presence through MBOs and
LFSs channels. We also aim to expand our sales through our online channel (including our brand website,
mobile application and other e-commerce portals) and target new customers through attractive pricing
initiatives. With a large blend of product designs at value prices, we aim to cater to about five million
weddings a year.

Disciplined approach towards acquisitions

In addition to strengthening and expanding the reach of our existing brands, we aim to acquire other brands
opportunistically. We adopt a strategic approach towards potential acquisitions with the goal to increase customer
base, market share and/or product offering as seen from our acquisition of ‘Mebaz’ in financial year 2018, a one-
stop heritage brand catering to the entire family, with an established presence in the states of Andhra Pradesh and
Telangana. The motive behind the acquisition was to strengthen our leadership position in the South Indian market
(and particularly the states of Andhra Pradesh and Telangana) and complement our existing omni-channel
network.

Through our acquisitions, we aim to leverage our existing strong cash position towards the synergic opportunities
and seamlessly integrating the acquired brand with the ecosystem of our existing brands, thereby facilitating an
increase in our profitability margins and achieving economies of scale. Our primary focus while reviewing
potential acquisition opportunities is to consolidate our leadership position, expand our presence in regions where
we do not have a significant presence, supplement our ability to leverage our existing manufacturing and supply
chain to drive future expansions and further enhance and optimize our omni-channel network through the
acquisition of a relatively established competitor in the ethnic and celebration wear market. We also examine the
possibility of integrating our existing brands with the potential target brand. We focus on opportunities in adjacent
product categories within the Indian wedding and celebration wear market such as kids apparels and accessories,
and on brands not competing with one of our existing brands, so as to facilitate an easier integration and better
synergies with the target.

    

Description of our Business

Accordingly to CRISIL, our ‘Manyavar’ brand is a category leader in the branded Indian wedding and celebration
wear market with a pan-India presence, as of Financial Year 2020. We are the largest company in India in the
men’s Indian wedding and celebration wear segment in terms of revenue, OPBDIT and profit after tax for the
Financial Year 2020 (Source: CRISIL Report). We design, manufacture, procure and market a wide portfolio of
ethnic and celebration wear apparel across multiple brands owned by us. We operate a multi-channel retail

145
distribution network across India and sell our products through EBOs, MBOs, LFS and the online channel. We
also sell our products in overseas markets through EBOs and online platforms. The following table sets forth the
Sales of our Customers, and the percentage of total Sales of our Customers contribution from each channel, for
the six months ended September 30, 2021 and the Financial Years 2019, 2020 and 2021.

For the six months ended

 

Financial Year 2021 Financial Year 2020 Financial Year 2019
September 30, 2021
Salesof Percentage Salesof Percentage Salesof Percentage -—Salesof Percentage
Sales channel our of total of total our of total our of total
Customers _ Sales of Salesof Customers Salesof Customers _Sales of
@ million) our our @ million) our @ million) our
Customers Customers Customers Customers
EBOs 4,164 88.09% 7,538 90.14% 11,531 91.14% 10,470 92.20%
MnOS and 389 8.2396 638 7.63% 995 7.86% 802 7.07%
E-commerce 174 3.68% 187 2.23% 127 1.00% 83 0.73%
Total 4,727 100.00% 8,362 100.00% 12,652 100.00% 11,355, 100.00%
Our Brands

Over the years, we have established the following brands in the men’s and women’s ethnic and celebration wear
market:

¢ Manyavar, our flagship brand and category leader in the branded Indian wedding and celebration wear market
with a pan-India presence, as of Financial Year 2020 (Source: CRISIL Report).

« Twamey, our premium brand in the men’s ethnic and celebration wear market. Launched in 2019, Twamev
products are priced between Manyavar and other luxury boutique brands. Through Twamev, we aim to also
offer our customers an upscaled experience and a premium product.

e = Manthan, our value brand in the men’s ethnic and celebration wear market. We sell our Manthan branded
products through MBOs and LFSs and the online channel, following a refreshed launch in 2018. We aim to
cater to the demands of a sizable number of mid-market weddings and other celebrations through this brand.

¢  Mohey, launched by us in 2015 to cater to and develop our presence in the women’s ethnic and celebration
wear market. According to CRISIL, our Mohey brand is the largest brand by number of stores, with a presence
across India focusing on women’s Indian wedding and celebration wear market, as of the Financial Year
2020. Our Mohey branded product mix includes a range of lehengas and sarees. We plan to develop and
grow our Mohey brand to achieve a leadership position in the women’s ethnic and celebration wear market,
similar to the leadership position of our Manyavar brand in the men’s ethnic and celebration wear market.

© Mebaz, an established one-stop shop heritage brand having commenced its operations in 2002, and acquired
by us in financial year 2018. As of Financial Year 2021, Mebaz had a strong market presence in the states of
Andhra Pradesh and Telangana (Source: CRISIL Report).

The table below sets forth certain operational details for our brands:

Sales of our Customers (@ in million) and as a percentage of total Sales of our Customers

aoe For the six months

ended September _‘Financial Year 2021 Financial Year 2020 ‘Financial Year 2019
30, 2021

QManyeves 3,900; 82.51% 7,041; 84.20% 10,357; 81.86% 9,354; 82.38%
W@eohey 303; 6.41% 625; 7.47% 899; 7.11% 748; 6.58%

Other brands (Twamev, « > “ano a —
Manthan and Mebaz) 524; 11.08% 696; 8.33% 1,396; 11.04% 1,254; 11.04%

Total 4,727; 100% 8,362; 100.00% 12,652; 100.00% 11,356; 100.00%

146
Our Retail Channels

EBO network

 

Our EBO network is integral to our business operations and sales from EBOs constituted the largest portion of
the Sales of our Customers for the Financial Years 2019, 2020 and 2021 and the six months ended September 30,
2021. We opened our first EBO in Bhubaneshwar, Odisha in 2008, and as of September 30, 2021, had an aggregate
of over 1.2 million square feet of EBO retail space across 212 cities and towns in India and 8 cities internationally.
A virtual representation of an outlet of our EBO retail network is below. The map below sets forth the geographic
distribution of our EBO retail network across India, as of September 30, 2021:

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148
Our Product Portfolio

Our products include men’s ethnic and celebration wear items such as Indo-western, sherwanis, kurtas, jackets
and accessories such as jutti, safa, mala, and women’s ethnic and celebration wear items such as lehengas, sarees,
stitched suits, gowns and kurtis. A visual representation of some of our products at our retail stores is set out
below.

 

The table below sets forth details of our core product portfolio by brand, as of September 30, 2021:

 

Brand LT ____ Product Portfolio
Kurtas, Indo-westerns, Sherwanis, jackets and accessories.
\Garyyacier Kids wear — kurta set, jacket set, Indo-westerns, accessories.

Lehengas, sarees gowns and accessories.

 

 

Menswear — Kurtas, Indo-westemns, Sherwanis, jackets, suits and accessories.
Mebaz Womenswear — Lehengas, sarees, stitched suits and kurtis.
Kids wear ~ Lehengas, gowns, frocks, kurtas, suits and accessories.

Kurta sets, Sherwanis, Indo-westerns, suits and accessories.

twamev

147
In 2011, we set up our first overseas EBO in the United Arab Emirates and as of September 30, 2021, had 11
EBOs in overseas jurisdictions, with 5 in the United Arab Emirates, 5 in the United States of America and 1 in
Canada, with an aggregate overseas retail store space of over 23,200 square feet. We plan to continue to expand
our presence in other overseas markets with a considerable Indian diaspora such as the United States, Canada,
United Kingdom, the Middle East, South East Asia and Australia.

Our franchisee-owned EBOs are designed in a manner that combines aesthetic appeal with a modern touch,
thereby providing an enhanced and elevated customer experience. In Financial Year 2021, more than 60% of our
franchisee-owned EBOs were flagship stores (based on size of retail space). As of September 30, 2021, we had
132 flagship stores in 22 states across 53 cities in India and 3 cities overseas.

 

Through our EBO retail network, we have established business partnerships with our franchisees who play an
essential role towards delivering an enhanced customer sales experience, maintaining store upkeep, staffing and
management and managing store capital expenditure for our franchisee-owned EBOs. We maintain strong
relationships with our franchisees and provide all necessary support in identifying potential store locations, store
design and development, branding, inventory and supply chain management. We also deliver training sessions for
staff and franchisee owners. While a majority of our franchisees enter into lease agreements for EBOs, in other
cases we directly enter into lease agreements for EBO premises. In such cases, the commercial terms with our
franchisees are modified as the rent towards EBO premises is borne by us. Our franchisees are required to meet

149
store design requirements specified by us, including interiors and fittings, for which we provide all necessary
technical assistance. As of September 30, 2021, we had over 300 franchisees, 73% of whom have been associated
with us for three or more years, with 65% of the Sales of our Customers from our franchisee-owned EBOs from
franchisees having two or more stores as on September 30, 2021. The terms of our arrangements with our
franchisees are renewable on the basis of mutual agreement between the parties.

Multi-brand Outlets (MBOs)

In addition to our EBO retail network, we also sell our products through third-party owned MBOs (including
shop-in-shops). We participate in exhibitions across India to display our products and designs.

During the six months ended September 30, 2021, our products were sold across 825 MBOs (including shop-in-
shops) in 27 states and 332 cities across India, and MBOs accounted for approximately 5.88%, 6.34%, 6.30%,
and 7.35% of the Sales of our Customers in Financial Years 2019, 2020 and 2021 and the six months ended
September 30, 2021, respectively.

Large Format Stores (LFS)

In addition to our franchisee-owned EBOs and MBOs, we also sell a portion of our brand products through LFSs
operated by third party retail organizations. Our commercial agreements operate on a margin basis, with a uniform
maximum retail price of all products fixed by us and applicable on a pan-India basis. These agreements are non-
exclusive in nature and renewable on a mutual basis. We supply our products to LFSs and receive periodic
payments as per agreed terms towards all sales of our products made by LFSs.

During the six months ended September 30, 2021, our products were available across 145 LFSs in 20 states and
43 cities across India, and LFSs accounted for 1.19%, 1.52%, 1.33% and 0.88% of the Sales of our Customers in
Financial Years 2019, 2020 and 2021 and the six months ended September 30, 2021, respectively.

Online Channel

Our online channel includes our website (www.manyavar.com), our mobile application and leading e-commerce
platforms through which our customers can view our digital catalogue, select a product from our diverse product
offering and place an order. In addition to our website and mobile application, we also sell our products through
lateral online platforms where we directly manage and sell products listed by us. For all sales through our online
channel, our inventory stocking is integrated with our entire warehouse stock and most of the orders are processed
and dispatched directly from our warehouse. This entire process is managed by our dedicated in-house online
sales team that caters to all orders placed through our online channel. Snapshots from our mobile application are
below:

woe

 

Our online channel has contributed to an increase in sales over the last few years, with revenue from online sales
increasing from % 83 million for the Financial Year 2019 to = 187 million in Financial Year 2021. Sales through

150
our online channels accounted for 0.73%, 1.00%, 2.23% and 3.68% of the Sales of our Customers in Financial
Years 2019, 2020 and 2021 and the six-month period ended September 30, 2021, respectively.

Manufacturing, Supply Chain and Distribution Infrastructure

Our procurement, manufacturing, supply chain and distribution processes are based upon data analytics and
algorithmically managed, with every stage system-driven. This includes the procurement of materials,
manufacturing (on an SKU-identifiable basis), inventory management and store replenishment. As a result, we
are able to accurately forecast, plan and optimize our operations and ensure that we can meet the requirements of
our customers.

We operate a fully integrated supply chain with high-end quality control standards in the procurement of fabric,
an essential component used for the manufacturing of our products. Our manufacturing process includes the stages
of cutting, embroidery, stitching and finishing. While we carry out some production processes in-house at our
factory, a large portion of our manufacturing is also carried out by jobbers (also representing third party
manufacturers), with whom we have longstanding relationships.

As part of our manufacturing process, our jobbers are assigned independent production job orders through our
jobber portal following which, they take possession of the fabric received by us from our vendors. Our
manufacturing outsourcing process is entirely system-driven and operated through our jobber portal. Once a
jobber has completed its assigned task, it is responsible for handing over the product to us at our designated factory
or the jobber is assigned to complete the next stage of the manufacturing process, as the case may be. Once the
finishing stage is complete, the final product undergoes a rigorous quality control process and is delivered to our
warehouse for dispatch and distribution. While various manufacturing processes are carried out by jobbers, we
also outsource a large portion of our manufacturing exclusively to jobbers on a contract-basis. However, we retain
control over manufacturing by ensuring that various stages of production, including design conceptualisation and
finalisation, procurement of fabric, allocation of work, quality control and testing, and review of allocation of job
orders are managed by us.

In addition to the above, we also directly procure finished products from third party manufacturers. Our central
warehouse at Kolkata, West Bengal measures approximately 0.26 million square feet as of September 30, 2021,
and houses all our finished products (including finished products procured directly from third party
manufacturers). All our inventory management processes are also operated through our warehouse where we have
system-driven processes with strong analytical capabilities to assist with our inventory management. This includes
system-driven distribution and replenishment of inventory and the management of our product portfolio through
data-driven forecasting of evolving fashion trends across India.

Product Design

In order to offer new and varied products to our customers throughout the year, we focus on creating innovative
designs with an emphasis on quality. Our design and development process involves detailed analysis and research
on prevailing fashion trends and consumer tastes and preferences which we collect through various system-driven
processes which include data analysis, market surveys and feedback received from our artisans and vendors. To
better understand consumer tastes and preferences, we also conduct a sell-through analysis on all our popular
high-running items, and aim to consistently introduce similar designs to our product offerings.

Our institutionalized product development process includes data analysis, research and trend forecasting, concept
and story development, design sketching, styling, sample development and presentations to our management team
for their review and inputs. We have a robust multiple-stage screening and selection process for all new design
samples, and once a new design is introduced to the market, we operate a scientific data analytics-driven model
to monitor performance of the new designs.

Our design and embroidery team is headed by our chief product officer, who has been associated with the company
since commencement of our operations.

Suppliers
We have a large network of vendors from whom we directly procure the fabrics and other material used to
manufacture our products. As of September 30, 2021, we have over 458 vendors registered on our vendor portal

and from whom we regularly source our fabrics and other material including finished goods. By virtue of our
established presence and leadership position in the industry and longstanding relationships with our vendors, we

151
believe that we have developed significant recognition and goodwill in the market and are able to place large
purchase orders directly with our suppliers. All orders placed by us are based on internal demand projections,
carried out over in advance of the estimated delivery date of the final product. We have an extensive sourcing
network from over 43 cities as of September 30, 2021, to manage our inventory and support our product
development teams.

Sales and Marketing

 

We believe that we utilize distinctive marketing, advertising and customer engagement initiatives with emotional
theme-based campaigns to develop a deeper connection with our customers. Our advertising and marketing
campaigns are based on moral and social values of traditional Indian society. For instance, our campaign in 2019,
“Diwali Wali Feeling” was centred on celebrating religious festivals such as Diwali in traditional attire whereas
our 2020 campaign “Shaadi Grand Hogi” was aimed at creating the narrative that weddings were about the vast
emotions and umpteen happiness that is celebrated best with family. Our most recent campaign, “Pehno Apni
Pehchan” was themed around embracing one’s roots and sending the message that Indian occasions are
incomplete without ethnic wear. We also conduct focused brand campaigns, such as “#GroomSquad” which
focuses on the ‘Best Man’ concept for weddings and encourages a similar dressing by the groom’s entourage,
“Dulhan Wali Feeling”, a campaign representing the modern bride rooted in Indian culture and traditions, and
“Shaadi ka Kharcha Adha Adha”, a campaign representing a wedding as a union of not just two people, but a
union of two families, and that families can equally share all wedding expenses. Our other campaigns include
similar themes, such as our “Apno Wali Shaadi” campaign focused on enjoying celebrations with one’s loved ones
and without any inhibitions.

   

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#ApnowaliShaadi Shaadi Grand Hogi

 

 

Our marketing and advertising initiatives also include digital advertisements as well as marketing through
traditional channels such as multiplex displays and television advertisements as well as social media channels, so
as to connect with a larger audience base. Our branding processes are also aimed at ensuring that our brands have
distinctive identities by utilizing different brand logos, symbols and tag-lines across our product portfolio and
marketing materials. We utilize identifiable and standardized colours and typography across packaging materials,
at point of sales and in our communications both online and at physical stores. Our sales and marketing strategies
aim to increase brand awareness, acquire new customers, market new concepts, drive customer traffic across our
retail channels and strengthen and reinforce our brand image.

Our marketing and brand building activities also include sponsorship initiatives at prominent events in the Indian
media and entertainment industry, such as the “Femina Miss India” contest, the “Indian Premier League” (2012
season), the “Indian Super League” (in 2014), the International Indian Film Awards, and collaboration with
several celebrity brand ambassadors to promote our brands.

Product Pricing

We arrive at a pricing point for each of our products through a detailed mechanism that takes into consideration a
range of factors, including costs incurred in connection with procurement, production, marketing and other
ancillary expenses. We strive to ensure that our products remain aspirational yet of value for money for our
customers, and exclusively manage and regulate the prices at which our products are sold. Our products are
uniformly priced across our channels in India, and for our Manyavar brand, we do not offer any end of season
sales or discounts on the maximum retail price.

152
COVID-19 pandemic. Through our CSR initiatives, we also aim to improve the livelihood for the underprivileged,
and have made contributions through the Manas Foundation to promote informal education to tribal children,
improve preventive healthcare and sanitation, and ensure environmental sustainability and animal welfare.

For the Financial Years 2019, 2020 and 2021 and the six-month period ended September 30, 2020 and 2021, our
corporate social responsibility expenditure aggregated to 2 35.75 million, % 43.80 million, = 54.78 million,
% 8.20 million and % 26.54 million, respectively, and accounted for 0.65%, 0.69% 1.24%, 0.63% and 1.04% of
our total expenses, respectively.

Competition

At the time of commencement of our operations, we entered a largely unorganized market and played a leading
role in developing the Indian wedding and celebration wear market. Over the years, we have expanded our product
offering beyond wedding wear to festive and celebration wear, and have acquired a leadership position in the
Indian men’s Indian wedding and celebration wear market. Our products compete with local retailers, online
retailers, non-branded products, economy brands and products of other established brands.

Insurance

Our operations are subject to hazards inherent in storing and transporting our products such as work accidents,
fire, explosions, earthquakes, flood and other force majeure events including hazards that may cause loss of life
and severe damage to and the destruction of property and inventory. Our principal types of insurance coverage
include comprehensive general coverage, consequential loss policy for all normal risks associated with our
business, including fire, burglary, money, accidents and other natural disasters, cyber protect premium digital
business and data protection insurance and commercial crime insurance policy. We also obtain insurance for
transit of incoming and outgoing goods. We also have director and officer liability insurance policies, commercial
general liability insurance care and industrial care insurance, and a group mediclaim policy, term life insurance
and group personal accident policy for our employees. These insurance policies are generally valid for a term of
one year, renewable annually. We believe that the insurance coverage currently maintained by us represents an
appropriate level of coverage required to insure our business and operations, and is in accordance with industry
standards in India. See “Risk Factors — Internal Risk Factors — Risks Related to Our Business — Our insurance
coverage may not be sufficient or adequate to cover our losses or liabilities. If we suffer a large uninsured loss or
if we suffer an insured loss that significantly exceeds our insurance coverage, our financial condition and results
of operations may be adversely affected” on page 49.

Employees
Our employees are one of our most important assets and are critical to us maintaining our competitive position in

our key geographical markets and in our industry. As of September 30, 2021, we had 740 employees, as set forth
below:

Department Number of employees

Supply Chain 263
Production & Procurement 191
Retail Operations & Customer Relations 117
Finance, Legal & Secretarial 61
Design & Merchandising (including artisans) 44
Human Resource 26
Information Technology 26
Marketing 12

Total 740

As of September 30, 2021, in addition to our full-time employees, we engaged 148 personnel on a contractual
basis.

In addition to compensation that includes salary, allowances (including performance linked bonuses), employee
stock options and growth and reward plans, we provide our employees other benefits which include insurance
coverage and paid leave. Our human resource policies focus on recruiting talented and qualified personnel, whom
we believe integrate well with our current workforce. We endeavour to develop and train our employees in order
to facilitate the growth of our operations. We have instituted inclusivity initiatives for our employees. We have in
place a rewards and recognition program and conduct regular events to recognize and award employees based on

154
Quality control and quality assurance

We are committed to maintaining high quality standards throughout our sourcing, manufacturing and distribution
cycles, and have established quality control measures in various facets of our supply chain, including fabric and
garment inspections, quality audits and product quality tracking. We have also introduced vendor quality
improvement programs and training programmes for our suppliers and manufacturers to ensure that our operations
are carried out in conformity with established regulatory processes.

As on September 30, 2021, we had a dedicated quality assurance team responsible for ensuring compliance with
our established quality standards and that all personnel working in all our departments (ranging from sourcing to
sales and marketing) are adequately trained. Moreover, to ensure compliance with our quality management
systems and statutory and regulatory compliance, our quality assurance team is equipped to train our staff on
updates in quality, regulatory and statutory standards.

Information Technology

We believe that a robust IT infrastructure is essential for ensuring strong operational efficiencies and enhancing
productivity and we continue to focus on building and improving our IT capabilities. As a result, over the years,
we have implemented innovative technology initiatives at the front-end and back-end of our operations, including
our procurement, manufacturing, distribution and supply chain operations.

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We have adopted an enterprise resource planning (ERP-Ginesys) system since the commencement of our
operations and since the launch of our first EBO in 2008, have integrated an automated replenishment system into
this system. Installed at each of our franchisee-owned EBOs, the system integrates our front-end and back-end
operations and ensures product resource synchronization between our franchisee-owned EBOs and our
warehouse. Through the system, we are able to track the inventory at each of our franchisee-owned EBOs on a
real-time basis and access the number of sales made at any given point.

In addition to the above, we have also adopted business analytical tools and modules for intra-store communication
(in-house POS order management ‘Sansar’ module and ‘Wooger’ application), a “warehouse management
system’ for ensuring efficient inventory management at our warehouse and jobber and vendor portals in order to
ensure effective communication with our jobbers and vendors. These system-driven processes and strong
analytical capabilities enable us to make data-based decision-making and forecast cultural and evolving fashion
trends across India.

In order to better connect with our customers, we regularly update our website and mobile application to include
unique features through which our customers can better engage with our brands and products and can view digital
catalogues with our diverse product offering.

ESG and CSR initiatives
We endeavour to provide employment to local artisans and embroidery workers across India, and are associated

with over 458 vendors registered on our vendor portal as of September 30, 2021. We have longstanding
relationships with our vendors and jobbers and have continued to support and encourage their growth during the

153
performance and the impact they have made, irrespective of their seniority, department or location. Our employee
induction procedures are focused on taking regular feedback and facilitating interaction between new employees
and senior management. We conduct regular training workshops and performance reviews. We have medical and
accident insurance for our employees and have also introduced wellness and physical health programs. For the
Financial Years 2019, 2020 and 2021 and the six months ended September 30, 2020 and 2021, our employee
benefits expense were 2472.13 million, %532.96 million, % 381.07 million, %171.31 million and
% 230.32 million, respectively, constituting 5.90%, 5.82%, 6.75%, 23.89% and 6.40% of our revenue from
operations, respectively.

Intellectual property

As of September 30, 2021, we own 209 trademarks in India relating to our brands under several classes, and have
35 applications pending for registration of certain other trademarks. Our registered trademarks are valid for a
period of ten years from the date of application and renewable for a period of ten years, on expiry. We have also
registered 5 copyrights in India.

For further details, see “Government and Other Approvals” on page 307, “Our Business Operations — Our
Brands” and “Risk Factors — If we are unable to obtain, protect or use our intellectual property rights, our
business may be adversely affected.” on pages 146 and 46, respectively.

Awards and Accolades
Over the years, we have received several awards and accolades, the most notable of which include:

e Retail Marketing Campaign of the Year (Offline) at the Global Awards for Retail Excellence 2020 for our
campaign #TaiyaarHokarAaiye.

Company of the Year (Retail) at the Zee Business Dare to Dream Awards 2019.

Best Men's Ethnic Wear Brand (East) — Times Business Awards 2019.

IMAGES Most Admired Fashion Brand of the Year — Men’s Indian wear 2019.

Most Admired Fashion Brand of the Year (Men’s Indian Wear) at the Images Fashion Awards, Mumbai 2017.
‘Highest Job Creator’ award at the ET Bengal Corporate Awards, Kolkata 2016.

National Retailer of the Year at the Indian Retail Awards 2015.

See “History and Certain Corporate Matters — Major Events and Milestones — Awards and Accreditations”.
Properties
Our registered and corporate office is located at 19, Canal South Road, Paridhan Garment Park, 4" Floor, SDF-1,

A501-A502, Kolkata, West Bengal 700015 on premises we utilize on a leasehold basis. In addition, we own one
warehouse and three retail stores.

155
KEY REGULATIONS AND POLICIES IN INDIA

Given below is a summary of certain sector specific and relevant laws and regulations in India, which are
applicable to our Company. Taxation statutes such as the Income Tax Act, 1961, Customs Act, 1962, the Central
Goods and Service Tax Act, 2017, and other miscellaneous regulations, statutes apply and relevant state laws to
us as they do to any Indian company.

The information in this section has been obtained from various legislations, rules and regulations made
thereunder and other regulatory requirements available in the public domain. The description of the applicable
regulations as given below has been provided in a manner to provide general information to the investors and
may not be exhaustive and is neither designed nor intended to be a substitute for professional legal advice. The
indicative summary is based on the current provisions of applicable law, which are subject to change or
modification or amended by subsequent legislative, regulatory, administrative, or judicial decisions.

Under the provisions of various Central Government and State Government statutes and legislations, our
Company is required to obtain and regularly renew certain licences or registrations and seek statutory
permissions to conduct our business and operations. For details, see “Government and Other Approvals” on
page 307.

Industry-specific legislations applicable to our Company
National Textile Policy, 2000

The National Textile Policy, 2000 (“NTP 2000”) aims at facilitating the growth of the textile industry in order to
attain and sustain a pre-eminent global standing in the manufacture and export of clothing. It also aims at
equipping the textile industry with the ability to withstand pressure of import penetration and maintain dominant
presence in the domestic market. The industry aims at developing a strong and vibrant textile industry that can
produce quality products at acceptable prices. This objective is sought to be achieved by liberalising controls and
regulations so that the different segments of the textile industry are enabled to perform in a greater competitive
environment. Major thrust areas of NTP 2000 include technology upgradation, enhancement of productivity,
increase in exports and innovating marketing strategies, product diversification along with quality consciousness,
among others. Additionally, certain sector specific initiatives envisaged under the NTP 2000 include raw
materials, clothing, export, and knitting.

Production-Linked Incentive Scheme in Textiles Products

In November 2020, the Union Cabinet approved the introduction of the Production-Linked Incentive Scheme in
Textiles Products to enhance India’s Manufacturing Capabilities as well as Exports. An amount of 10,683 crore
has been approved as an outlay for a period of 5 years. This initiative will be implemented by the Ministry of
Textile and is expected to cover forty product categories under man-made fibre.

Intellectual Property Laws
Trade Marks Act, 1999

The Trade Marks Act, 1999, along with the Trade Marks Rules, 2017 (“Trade Mark Laws”) provide for the
application and registration of trademarks in India. The purpose of Trade Mark Laws is to grant exclusive rights
to marks including, brand, label and heading, to obtain relief in case of infringement. Application for trademark
registration must be made to the Controller-General of Patents, Designs and Trade Marks who is the Registrar of
Trademarks for the purposes of the Trade Mark Laws. The Trade Mark Laws prohibit any registration of
deceptively similar trademarks. They also provide for penalties in cases of infringement, falsifying and falsely
applying trademarks. Applications for a trademark registration can be made for one or more international classes.
Once granted, the trademark registration is valid for ten years unless cancelled. The mark lapses in ten years unless
renewed. The Trade Mark Laws enables Indian nationals as well as foreign nationals to secure protection of
trademarks in India.

The Copyright Act, 1957

The Copyright Act, 1957, along with the Copyright Rules, 2013 (“Copyright Laws”) govern copyright protection
in India. Even while copyright registration is not a prerequisite for acquiring or enforcing a copyright in an

156
otherwise copyrightable work, registration under the Copyright Laws acts as a prima facie evidence of the
particulars entered therein and helps expedite infringement proceedings and reduce delay caused due to
evidentiary considerations. The Copyright Laws prescribe a fine, imprisonment or both for violations, with
enhanced penalty on second or subsequent convictions.

Designs Act, 2000

The Designs Act, 2000 along with the Design Rules, 2001 (“Design Laws”) govern design protection in India.
The Design Laws were enacted to protect new or original designs from getting misappropriated. A design can
only be registered under one specific class. The registered proprietor of the design shall have a copyright in the
design for ten years which is extendable for another five years. The Design Laws permit the proprietor to file a
suit for recovery of damage and as well as an injunction in the event of piracy of a registered design.

Legal Metrology Act, 2009

The Legal Metrology Act, 2009 (the “Legal Metrology Act”) which came into force on March 1, 2011 and
replaces the Standards of Weights and Measures Act, 1976. The Legal Metrology Act was enacted to establish
and enforce standards of weights and measures and to regulate trade and commerce in weights, measures and
other goods which are sold or distributed by weight, measure, or number. The Legal Metrology Act provides for
the approval for model weights and measures, the verification of the prescribed weight or measure by the
Government, and penalties for use of non-standard weight or measure.

Labour law legislations

The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally
applicable labour laws. The following is an indicative list of labour laws other than state-wise shops and
establishments acts, which may be applicable to our Company due to the nature of our business activities:

. The Contract Labour (Regulation and Abolition) Act, 1970;

. Code on Wages, 2019*;

. Code on Social Security, 2020*;

© The Employee’s Compensation Act, 1923;

. Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979;
© The Payment of Gratuity Act, 1972;

. The Payment of Bonus Act, 1965;

. The Maternity Benefit Act, 1961;

. The Minimum Wages Act, 1948;

° The Employees’ State Insurance Act, 1948;

° The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;

© The Payment of Wages Act, 1936;

. The Industrial Disputes Act, 1947;

. The Trade Unions Act, 1926;

. Industrial Employment (Standing Orders) Act, 1946;

. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
. The Equal Remuneration Act, 1976; and

. The Child Labour (Prohibition and Regulation) Act, 1986.

*Certain provisions of the Code on Wages and the Code on Social Security have been notified as on date.

In order to rationalise and reform labour laws in India, the Gol has notified four labour codes which are yet to
come into force as on the date of this Prospectus, namely, (i) the Code on Wages, 2019 which will repeal the
Payment of Bonus Act, 1965, Minimum Wages Act, 1948, Equal Remuneration Act, 1976 and the Payment of
Wages Act, 1936, (ii) the Industrial Relations Code, 2020 which will repeal the Trade Unions Act, 1926, Industrial
Employment (Standing Orders) Act, 1946 and Industrial Disputes Act, 1947, (iii) the Code on Social Security,
2020 which will repeal certain enactments including the Employee's Compensation Act, 1923, the Employees’

157
State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, Maternity
Benefit Act, 1961, Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959 and the Payment
of Gratuity Act, 1972 and (iv) the Occupational Safety, Health and Working Conditions Code, 2020 which will
repeal certain enactments including the Factories Act, 1948, Motor Transport Workers Act, 1961 and the Contract
Labour (Regulation and Abolition) Act, 1970.

Foreign Investment and Trade Related Laws
Foreign Investment in India

The foreign investment in India is governed, among others, by the Foreign Exchange Management Act, 1999, the
Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”) and the Consolidated FDI
Policy (effective from October 15, 2020) issued by the Department for Promotion of Industry and Internal Trade,
Ministry of Commerce and Industry, Government of India (earlier known as the Department of Industrial Policy
and Promotion) (“FDI Policy”), each as amended. Further, the Reserve Bank of India has enacted the Foreign
Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 on
October 17, 2019, which regulate mode of payment and remittance of sale proceeds, among others. The FDI
Policy and the FEMA Rules prescribe inter alia the method of calculation of total foreign investment (i-e., direct
foreign investment and indirect foreign investment) in an Indian company.

Other applicable laws
Consumer Protection Act, 2019

The Consumer Protection Act, 2019, along with the Consumer Protection (E-Commerce) Rules, 2020
(“COPRA”) has superseded Consumer Protection Act, 1986 and came into force on July 20, 2020 and July 23,
2020, respectively. The COPRA has been promulgated to provide for the protection of consumers’ interests, to
establish authorities for timely and effective administration, to settle consumers’ disputes and other connected
matters. It provides for establishment of the Central Consumer Protection Council to render advice on the
promotion and protection of consumers’ rights and the Central Consumer Protection Authority to regulate matters
relating to violation of rights of consumers, unfair trade practices, and false or misleading advertisements which
are prejudicial to the interests of public and consumers. The Consumer Disputes Redressal Commissions at the
district, state, and national levels are also established under the COPRA.

The COPRA also governs the online sale of goods, services, digital products by entities which own, operate, or
manage digital or electronic facility or platform for electronic commerce, all models of e-commerce (including
marketplace or inventory based), and all e-commerce sellers. It lays down the duties and liabilities of E-Commerce
entities and e-commerce sellers.

Plastic Waste Management Rules, 2016

The Ministry of Environment, Forest and Climate Change published the Plastic Waste Management Rules, 2016
with an aim to increase minimum thickness of plastic carry bags from 40 to 50 microns and stipulate minimum
thickness of 50 micron for plastic sheets. It also aims at facilitating collection and recycling of plastic waste and
delegates responsibility to the waste generators for waste segregation and disposal. The recently notified Plastic
Waste Management (Amendment) Rules, 2018 also prescribes a central registration system for the registration of
the producer/importer/brand owner.

Other Indian laws
In addition to the above, we are also governed by the provisions of the Companies Act, 2013 and rules framed

thereunder, and other applicable laws and regulation imposed by the Central Government and State Governments
and other authorities for over day-to-day business, operations, and administration.

158
HISTORY AND CERTAIN CORPORATE MATTERS
Our brief history

Our Company was originally incorporated as “Vedant Fashions Private Limited” at Kolkata, West Bengal as a
private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated May 24,
2002, issued by the RoC. Pursuant to a takeover agreement dated June 1, 2002, the business of a proprietorship
firm by the name of “M/s Vedant Creation”, which was being carried out by one of our individual Promoters
namely Ravi Modi, was transferred to our Company as a going concern. Subsequently, our Company was
converted into a public limited company under the Companies Act, 2013, pursuant to the approval accorded by
our Shareholders at their extra-ordinary general meeting held on July 16, 2021. Consequently, the name of our
Company was changed to “Vedant Fashions Limited” and a fresh certificate of incorporation consequent upon
conversion from a private limited company to a public limited company was issued to our Company by the RoC.
on August 25, 2021.

Changes in our Registered Office

Except as disclosed below, there has been no change in our Registered Office since incorporation.

Effective date of change Details of change Reason for change
November 24, 2003 The registered office of our Company changed | Administrative convenience
from 12C, Lord Sinha Road, Shyam Kunj,
Block No. AB, Flat 2A/2, 2" floor, Kolkata,
West Bengal 700 071 to 439/C/B, G.T. Road
(South), Mill No. 3, Unit No. 1/1, Howrah Jute
Mill Compound, Shibpur, Howrah, West
Bengal 711 102.
November 7, 2008 The registered office of our Company was Administrative convenience
changed from 439/C/B, G.T. Road, Mill No. 3,
Unit No. 1/1, Howrah Jute Mill Compound
Shibpur, Howrah, West Bengal 711102 to
Paridhan Garment Park, 19, Canal South Road,
SDF — 1, 4" floor, A501-A502, Kolkata, West
Bengal 700015

Main objects of our Company
The main objects contained in our Memorandum of Association are as follows:

“1. To acquire and take over the whole or any part of Goodwill, Business, concern, Property, Rights, Assets and
Liabilities of the Proprietorship Business now carried on under the name and style of Vedant Creation of Shyam
Kunj, 12C, Lord Sinha Road, Block AB, Flat 2A/2, 2nd floor, Kolkata-700071, west Bengal with all the assets and
liabilities of that business in connection therewith and with a view thereto to enter into the agreement and to carry
on all such business as done by the above said firm.

2.To carry on the business as manufacturers, designers, traders, dealers, wholesalers, agents, distributors,
consigners, consignee, commission agent, retailers, combers, job work, scourers, spinners, weavers, finishers,
dyers, tailors and drapers, designers, cutters, Import and export of all garments including ethnic wears and
related accessories of gentlemen, ladies and children and products like under-garments, handkerchiefs, scarfs,
ribbons, gloves, socks, nylon, caps, headdresses, garters, towels, linens, sheets, bed covers, sportswear, sport
gear, and accessories made of all fabrics viz. cotton, woolen, silk, terene, terry-cotton, linen and such fabrics
which may come into market as an advent of scientific development and suitable for manufacture of garments,
industrial and furnishing cloth and printing, knitting, dyeing and coloring of all kinds of fabrics and yarn, silk
house and to carry on any business in any way connected therewith and in this connection to open and operate
show rooms, departmental stores or any other retail outlets.”

The main objects as contained in the Memorandum of Association enables our Company to carry on the business
presently being carried out.

159
Amendments to our Mem

jorandum of Association

Set forth below, are the amendments to our Memorandum of Association in the 10 years preceding the date of

this Prospectus:

Date of Shareholders’ Resolution/

Effective Date
March 28, 2012

July 10, 2017

November 22, 2017

November 20, 2018

July 16, 2021

July 16, 2021

Major events and key mil

The table below sets forth tl

Calendar year
2010

2011
2012

2013

2014
2015
2016

2017

2018

2019

Particulars

Clause II of our MoA was amended to reflect the change in the main
objects clause of our Company.

Clause V of our MoA was amended to reflect the increase in the
authorised share capital of our Company, from % 120,000,000
comprising of 12,000,000 equity shares of = 10 each, to 2 150,000,000
comprising of 15,000,000 equity shares of 2 10 each.

Clause V of our MoA was amended to reflect the sub-division
15,000,000 equity shares of % 10 each to 75,000,000 equity shares of =
2 each and an increase in the authorised share capital of our Company,
from 2 150,000,000 comprising of 75,000,000 equity shares of % 2 each
to % 300,000,000 comprising of 150,000,000 equity shares of = 2 each.
Clause V of our Memorandum of Association was amended to reflect
the increase in the authorised share capital of our Company pursuant to
the effectuation of the Scheme of Amalgamation, from = 300,000,000
comprising of 150,000,000 equity shares of = 2 each to % 301,000,000
comprising of 150,500,000 equity shares of % 2 each.

Clause V of our Memorandum of Association was amended to reflect
the sub-division of 150,500,000 equity shares of % 2 each to
301,000,000 equity shares of = 1 each.

Clause I of our Memorandum of Association was amended to reflect
the change in the name of our Company pursuant to conversion into a
public limited company, from Vedant Fashions Private Limited to
Vedant Fashions Limited

lestones of our Company

he key events in the history of our Company:

Particulars

Inauguration of our 100 EBO, in Santa Cruz, Mumbai, Maharashtra

Launch of our first international store, in Dubai, United Arab Emirates

Surpassed the 200 EBO mark

Crossed 2 1,000 million in EBO revenue

Inauguration of our 300 EBO, in Quest Mall, Kolkata, West Bengal

Presence of EBOs in 100 cities.

Collaboration with Kolkata Knight Riders, Delhi Daredevils, and Sunrisers
Hyderabad as their ‘Official Indian Wear Partner’ at the Indian Premier League
Inauguration of our 333 EBO, in Lower Parel, Mumbai, Maharashtra
Collaboration with Hero Indian Super League as Associate Sponsor

Inauguration of our 400" EBO, in Hazrathanj, Lucknow, Uttar Pradesh

Launch of our women’s celebration wear label ‘Mohey’

Launch of our first store in USA, in New Jersey

Crossed %5,000 million in EBO revenue

Strategic acquisition of brand ‘Mebaz’ from New Meena Bazaar International Private
Limited

Investment from Kedaara Capital AIF — 1 and Rhine Holdings Limited
Collaboration with Rajasthan Royals and Kings XI Punjab as their official sponsors
at the Indian Premier League

Refreshed launch of our value celebration wear label ‘Manthan’

Inauguration of our 600" store, in Mysore, Karnataka

160
Calendar year Particulars

2020
2021

Launch of premium men’s wear brand ‘Twamev’
Crossed 210,000 million in EBO revenue
Crossed 1 million sq. ft. of EBO presence
Launch of the “Manyavar” mobile application

Partnership with Femina Miss India 2021 as Celebration Wear Partner
Collaboration with ICC Men’s T20 World Cup 2021 as the ‘ICC Official Partner’

Awards, accreditations or recognitions

Our Company has received the following awards, accreditations and recognitions:

Sr. No.

1.

2.
3.

10.

11.

12.

13.

14.

15.

16.

17.

Award/ Accreditations

Recognised as “Best Men's Ethnic Wear Brand” by Central
Icons

Recognised as “Iconic Men’s Ethnic Brand” by Central Icons
ET Bengal Corporate Award for the “Fastest Growing
Company-Maximum Turnover of INR 300 crore” granted by
Association of Corporate Advisers & Executives, Kolkata
and the Economic Times

Award for Retail Excellence for being the “Pioneer in Ethnic
Retail Business” granted by ABP News

Images Award for “Excellence in Supply Chain
Management & Fulfillment” granted by Images Retail Tech
Awards

Recognised as the “National Retailer of the Year” at the 4"
Annual Indian Retail & Indian eRetail Awards

ET Bengal Corporate Award for the “Highest Job Creator-
Above INR 300 crore to INR 1,000 crore” granted by
Association of Corporate Advisers & Executives, Kolkata
and the Economic Times

Images Award for “Most Admired Fashion Brand of the
year: Men’s Indian Wear” granted by Images Fashion
Awards

Images Award for “Most Admired Retailer of the Year
Marketing & Promotions Campaign” granted by Images
Retail Awards

Transforming India Retail Award for “Transformational
Contribution to Indian Apparel and Retail Industry” granted
by the Ministry of Textiles and the Clothing Manufacturers
Association of India

Indian Retail Award for “Ethnic Fashion Retailer of the
Year” granted by Shop X

Dare to Dream Award for “Company of the Year-Retail”
granted by Zee Business

Times Business Award for the “Best Men's Ethnic Wear
Brand (East)” granted by the Times Group

Images Award for “Most Admired Fashion Brand of the
year: Men’s Indianwear” granted by Images Fashion Awards
Global Award for Retail Excellence for the “Retail
Marketing Campaign of the Year” granted by ET Now
Images Excellence Award for “Men’s Indianwear” granted
by Images Fashion Awards

Recognised as India’s Retail Champion (Winner) in
Specialty Retail by Bhartiya City Centre

161

Calendar Year
2004-2008

2008-2010
2014

2014

2015

2015

2015

2017

2018

2019

2019

2019

2019

2019

2019

2020

2020
Consolidated Financial Statements includes Mohey Fashions Private Limited in addition to Manyavar Creations
Private Limited.

Accumulated profits or losses
There are no accumulated profits or losses of Manyavar Creations Private Limited not accounted for by our
Company.

Interest in our Company

Except as disclosed in “Related Party Transactions” on page 261, our Subsidiary does not have any business
interest in our Company.

Common pursuits

While our Subsidiary is involved in a line of business which may be similar to the business being carried on by
our Company, at present there is no conflict in relation to such similar business being carried out.

Time/cost overrun

There have been no time or cost over-runs in relation to our business.

Significant financial and strategic partnerships

As of the date of this Prospectus, our Company does not have any significant financial or strategic partnerships.

Launch of key products or services, capacity/ facility creation, location of plants, entry into new geographies
or exit from existing markets

For details, see “Our Business” on page 136.
Defaults or rescheduling/ restructuring of borrowings with financial institutions/banks

Our Company has not defaulted on repayment of any loan availed from any banks or financial institutions. The
tenure of repayment of any loan availed by our Company from banks or financial institutions has not been
rescheduled or restructured.

Details of material acquisition or divestments in the last 10 years

Except as disclosed below, our Company has not acquired or divested any material business/undertaking in the
10 years preceding the date of this Prospectus.

Pursuant to an agreement dated June 13, 2017, we acquired the business undertaking operated and owned by New
Meena Bazaar International Private Limited (‘“NMBIPL”), a company based out of Hyderabad, Telangana, as a
going concern on a slump sale basis for a lump-sum consideration. Simultaneous with the acquisition of NMBIPL,
the trademark “Mebaz”, was assigned to us pursuant to a deed of assignment dated June 28, 2017.

Mergers or amalgamation in the last 10 years

Except as disclosed below, our Company has not undertaken any merger, demerger or amalgamation in the 10
years preceding the date of this Prospectus.

Scheme of arrangement between Rainbow Iron & Steel Suppliers Private Limited and our Company

A scheme of arrangement was filed by Rainbow Iron & Steel Private Limited (the “Transferor”) and our
Company (the “Transferee”) before the National Company Law Tribunal, Kolkata Bench (“NCLT”), under
Sections 230 to 232, and other applicable provisions of the Companies Act, 2013 (“Scheme of Amalgamation”),
seeking approval for the amalgamation of the Transferor into the Transferee. The appointed date for the Scheme
of Amalgamation was December 15, 2017 (“Appointed Date”). The Scheme of Amalgamation was sanctioned
by an order of the NCLT dated September 25, 2018 (“Order”). The Scheme of Amalgamation came into effect

163
Sr. No. Award/ Accreditations Calendar Year

18. Global Award for Retail Excellence for “Retail Marketing 2020
Campaign of the Year #TaiyaarHokarAaiye” granted by ET
Now

19. ET Bengal Corporate Award for “Excellence in Business 2020

Performance-Turnover between INR 300 crore and 1,000
crore” granted by Association of Corporate Advisers &
Executives, Kolkata and the Economic Times

20. Retail Award for the “Most Admired Retailer of the year- 2021
Marketing and Advertising campaign” granted by Mapic
India

2 Employer Branding Award for “Best Employer Branding 2021

Award” hosted by World HRD Congress and Stars Group
Our holding company
As on the date of this Prospectus, our Company does not have a holding company.
Subsidiaries, associates or joint ventures

As on the date of this Prospectus, we do not have any associates or joint ventures. We have the following direct
subsidiary**:

1. Manyavar Creations Private Limited

Corporate information

Manyavar Creations Private Limited, bearing CIN U17299WB2017PTC219874, was incorporated as a private
limited company in Kolkata, West Bengal on March 10, 2017 and its registered office is situated at 1st floor,
Unit No. 5, Part C, Block A, Srijan Industrial Logistics Park, NH 6, Bombay Road, Howrah, West Bengal,
711302.

Nature of Business

Manyavar Creations Private Limited is currently engaged in the business and selling readymade garments being
men’s, women’s, and kids ethnic wear products, through online platforms and EBOs.

Capital Structure

Particulars No. of equity shares of face value of 710 each
Authorised share capital 5,000,000
Issued, subscribed and paid-up share capital 4,010,000

Shareholding Pattern

The shareholding pattern of Manyavar Creations Private Limited as on the date of this Prospectus is as follows:

S.No. INameof the shareholder Number of equity shares (of Percentage of total capital

210 each) held (%)
1. Our Company 4,009,999 100.00%
2. Ravi Modi* 1 Negligible
Total 4,010,000 100.00%

*as a nominee of our Company.
**The Restated Consolidated Financial Statements include the financial statements of our erstwhile subsidiary,

namely Mohey Fashions Private Limited, from which our Company has completely divested its shareholding with
effect from August 20, 2021. Accordingly, reference to the term “subsidiaries” in the context of the Restated

162
from November 20, 2018, which was the date on which a certified copy of the Order was filed with the RoC
(“Effective Date”).

In terms of the Scheme of Amalgamation, on the Effective Date, the Transferor stood amalgamated with our
Company as a going concern, and all assets, liabilities, licences, permits, registrations, contracts, employees, etc.,
as applicable, stood transferred or deemed to be transferred to and vested in our Company. In addition, 9,530,000
equity shares of our Company held by the Transferor also stood cancelled in terms of the Scheme of
Amalgamation. Additionally, the Transferee substituted the Transferor in all legal proceedings, if any, involving
the Transferor. In consideration of the assets, liabilities and undertakings of the Transferor becoming the assets,
liabilities and undertakings of the Transferee, the Transferee issued and allotted 19.2845 equity shares for each
equity share of = 2 each held by the shareholders of the Transferor. Accordingly, our Company cumulatively
issued and allotted 9,642,250 equity shares to the erstwhile shareholders of the Transferor. For details of such
allotment, see “Capital Structure” on page 78.

Revaluation of assets in the last 10 years
Our Company has not revalued its assets in the 10 years preceding the date of this Prospectus.
Details of shareholders’ agreements

Except as disclosed below, as on the date of this Prospectus, there are no subsisting shareholders’ agreements
among our shareholders vis-a-vis our Company.

The Investment Agreement and the Waiver cum Amendment Agreement to the Investment Agreement

With respect to certain investments made into our Company, Rhine Holdings Limited and Kedaara Capital AIF-
1 (together, “Kedaara”), our Promoters, Ravi Modi HUF (a member of the Promoter Group), the erstwhile
Rainbow Iron & Steel Suppliers Private Limited and our Company had entered into an investment agreement
(“Investment Agreement”) on July 24, 2017, with an objective to govern certain inter se rights and obligations
with respect to our Company subsequent to the acquisition of equity shares of our Company by Kedaara. Certain
specific terms of the Investment Agreement were amended in terms of a subsequent amendment agreement entered
into between the parties on August 10, 2018. Pursuant to the terms of the Investment Agreement, Kedaara is
entitled to certain rights, including inter alia certain board composition rights, director nomination rights
(available only to Rhine), pre-emptive rights and anti-dilution rights in case of a further issuance of shares of our
Company, right to transfer shares to affiliates and third parties, a right of first offer, a right of first refusal, a right
to “tag” along in the event of a transfer of securities by our Promoters to a third party, certain information rights
with respect to internal records and business plans of the Company, certain visitation and inspection rights and
the right to exercise a put option in the event of a default as stipulated in the Investment Agreement and liquidation
rights. Further, Kedaara is entitled to all the rights set out above in relation to the existing or future subsidiaries
of the Company. For details on Equity Shares held by Kedaara, see “Capital Structure — Notes to the Capital
Structure — Equity Share Capital history of our Company” on page 78.

Subsequently, with the objective of facilitating the Offer, the parties to the Investment Agreement have entered
into a Waiver cum Amendment Agreement (“WCA”), which is effective on and from the execution date i.e.,
September 1, 2021, and shall remain in effect until the earlier of: (i) the date being six months from the date of
the receipt of final observations from SEBI on the Draft Red Herring Prospectus, unless such period is extended
by Kedaara; (ii) consummation of the Offer, i.e., upon receipt of final listing and trading approvals from each of
the Stock Exchanges for the listing and trading of the Equity Shares of the Company pursuant to the Offer; or (iii)
the date on which the Company and the Selling Shareholders jointly decide not to undertake the Offer (such period
referred to as “Term”). From the date of filing of the Red Herring Prospectus in connection with the Offer with
the RoC, until the expiry of the Term, Kedaara has agreed to waive/suspend their rights as applicable under the
Investment Agreement, which include, (a) the right of access to meetings, discussions, proceedings and papers of
the committees of the Board and meetings of the observer appointed by Rhine; (b) visitation and inspection rights;
and (c) information rights. Further, to the extent of the sale of the Equity Shares held by the promoters (as defined
in the Investment Agreement) in the Offer for Sale, Kedaara has agreed to waive (a) the requirement of prior
consent for any transfer of shares by the promoters (as defined in the Investment Agreement) to the Company’s
competitor or its affiliate (both terms as defined in the Investment Agreement); (b) right of first offer; (c) right of
first refusal; and (d) tag along right. The promoters (as defined in the Investment Agreement) have also agreed to
waive their rights under the Investment Agreement, which include, (a) the requirement of prior consent for any
transfer of shares by Kedaara to the Company’s competitor or its affiliate (both terms as defined in the Investment

164
Agreement); and (b) right of first offer. Upon expiry of the Term, in the event that the Offer is not consummated,
the provisions of the Investment Agreement shall be reinstated as of the date immediately prior to WCA, without
giving effect to the terms of the WCA. The Investment Agreement will stand terminated automatically from
commencement of listing and trading of the Equity Shares of the Company on a recognized stock exchange in
India pursuant to the Offer.

Guarantees given by the promoter participating in the Offer for Sale

Ravi Modi Family Trust (acting through its trustee, Modi Fiduciary Services Private Limited), which is the
Promoter Selling Shareholder, has not furnished any guarantees to third parties as on the date of this Prospectus.

Other agreements

Neither our Promoters nor any of the Key Managerial Personnel, Directors or employees of our Company have
entered into an agreement, either by themselves or on behalf of any other person, with any Shareholder or any
other third party with regard to compensation or profit sharing in connection with the dealings of the securities of
our Company.

Our Company has not entered into any other subsisting material agreement, other than in the ordinary course of
business.

Other than as disclosed above, there are no other agreements, including any deed of assignment, acquisition
agreement, shareholders’ agreement, inter-se agreements, agreements of like nature, to which we are a party,
which are material and which are required to be disclosed. Further, we confirm that there are no other clauses or
covenants which are material, adverse or pre-judicial to the interest of the minority/ public shareholders.

165
OUR MANAGEMENT
Board of Directors
The Articles of Association require that our Board shall comprise of not less than three Directors and not more
than fifteen Directors, provided that our Shareholders may appoint more than fifteen Directors after passing a
special resolution in a general meeting.
As on the date of this Prospectus, we have six Directors on our Board, of whom three are Independent Directors,
including one woman Independent Director. Our Company is in compliance with the corporate governance laws
prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the composition of
our Board and constitution of committees thereof.

The following table sets forth the details of our Board as of the date of this Prospectus:

Name, designation, date of birth, address, occupation, current Age

term, date of appointment and DIN (years) ee ore

Ravi Modi 44 = Manyavar Creations Private Limited

Designation: Chairman and Managing Director "Modi Fiduciary Services Private
Limited

Date of birth: March 13, 1977

‘Address: Flat no. 2C, Shyam Kunj, 12C, Lord Sinha Road, Kolkata,

West Bengal 700071

Occupation: Business

Current term: For a period of five years, with effect from August 28,

2021, liable to retire by rotation

Period of directorship: Since May 23, 2002

DIN: 00361853

Shilpi Modi 43 = Manyavar Creations Private Limited

Designation: Whole-time Director = Modi Fiduciary Services Private
Limited

Date of birth: September 18, 1978
= Sarwamangal Developers

Address: Flat no. 2C, Shyam Kunj, 12C, Lord Sinha Road, Kolkata, Consultants Private Limited

West Bengal 700071
Occupation: Business

Current term: For a period of five years, with effect from August 28,
2021, liable to retire by rotation.

Period of directorship: Since May 23, 2002

DIN: 00361954

Sunish Sharma 47 = Spandana Sphoorty Financial
Limited
Designation: Nominee Director
= Care Health Insurance Limited
Date of birth: October 25, 1974

Address:1305 North Tower The Imperial, BB Nakashe Marg, Tardeo,
Tulsiwadi, Mumbai, Maharashtra India 400034

Occupation: Investment Professional

Current term: Not Applicable

166
Name, designation, date of birth, address, occupation, current
term, date of appointment and DIN

Period of directorship: Since August 24, 2017

Age
(years)

DIN: 00274432
Manish Mahendra Choksi

54
Designation: Independent Director

Date of birth: September 12, 1967

Address: Flat No. 1801/1802, C Tower, Beaumonde, Appasaheb
Marathe Marg, Opp. Tata Motors, Prabhadevi, Mumbai, Maharashtra’
400025

Occupation: Business

Current term: For a period of five years, with effect from September 6,
2021

Period of directorship: Since September 6, 2021

DIN: 00026496

Abanti Mitra 43
Designation: Independent Director
Date of birth: July 8, 1978

‘Address: B-2505 Oberoi Woods Mohan Gokhale Marg Goregaon-East
Mumbai, Maharashtra, 400063

Occupation: Self Employed

Current term: For a period of five years, with effect from September 6,
2021

Period of directorship: Since September 6, 2021

DIN: 02305893
Tarun Puri

55
Designation: Independent Director
Date of birth: February 25, 1966

‘Address: 6A, Crown Aura, Jakkur Plantation Road, Near ITC Garden
Enclave, Jakkuru, Bangalore North, Bengaluru, Karnataka, 560064

Occupation: Self-employed

Current term: For a period of five years, with effect from September 6,
2021

Period of directorship: Since September 6, 2021

DIN: 02117623

167

Nil

Other directorships

Asian Paints Limited

Ricinash Renewable Materials
Limited

Asian Paints PPG Private Limited
PPG Asian Paints Private Limited
MSL Driveline Systems Limited

ELF Trading and Chemical
Manufacturing Private Ltd

Satyadharma Investments and
Trading Company Private Limited

Ashimara Housing Private Limited

Germinait Solutions Private
Limited

Unotech Software Private
Limited
Criss Financial Limited

Spandana Sphoorty Financial
Limited

Development Equities Private
Limited

Positron Consulting Services Private
Limited
Brief profiles of our Directors

Ravi Modi is the Chairman and Managing Director of our Company. He has studied commerce from St. Xavier's
College, Calcutta University. He has been associated with our Company since its inception. He has more than two
decades of experience in the garment industry. He oversees the design and marketing functions of our Company
and together with our senior management is responsible for implementation of strategy in respect of such
functions. He has been awarded Entrepreneur of the Year in Trading Business ~— Retailer at the Entrepreneur
Awards 2016 organised by ET Now and Franchise India. He was a finalist at the Entrepreneur of the Year Award,
2016 by Ernst Young. He has been awarded the “Bravery and Entrepreneur Award and Certificate of Honour as
the Top Entrepreneur of India by the Parwaz Media Group in 2015. He has been awarded the Emerging Leader
Award at the CMA Management Excellence Awards, 2015. He has been awarded the Retail Leadership Award at
the Awards for Retail Excellence at the Asia Retail Congress organised by ET Now, in 2013. He has been awarded
the Jewels of Rajasthan award in 2012 presented by Maneesh Media Agency. He has been awarded the Young
Retailer of the Year award at the Asia Retail Congress, 2012. He has been commended as among the Retail Icons
of India by the Images Group in 2019. He is the co-founder and trustee of Ashoka University. He is the trustee of
the Manas Foundation. He has been recognised by Forbes India in August 2017, as among thirteen business leaders
who have built big businesses without relying on external investors — Bootstrapped Bosses. He has also been
recognised by online platforms such as the International Retail Forum, Yourstory, CEOInsightsIndia for his work.

Shilpi Modi is the Whole-time Director of our Company. She has studied commerce from Allahabad University.
She has been associated with our Company since its inception. She has more than two decades of experience in
the garment industry. She handles the digital strategy and product lifecycle of our Company and together with our
senior management is responsible for implementation of strategy in respect of such functions.

Sunish Sharma is a Nominee Director of our Company. He holds a bachelors’ degree in commerce (hons.) from
the University of Delhi and a post graduate diploma in computer aided management from Indian Institute of
Management, Calcutta, where he was awarded the Dr. Jogendra Kumar Chowdhury Gold Medal. He has also
passed the final examination held by the Institute of Cost and Works Accountants of India (now known as Institute
of Cost Accountants of India) and is a qualified cost accountant. He has previously worked with McKinsey & Co.
for six years and at the time of leaving he held the position of engagement manager. He has also worked with
General Atlantic Partners Private Limited for eight years where his last held position was managing director. He
is the Co-CEO and managing partner of Kedaara Capital. He has extensive private equity investment experience
in business services and technology, healthcare, financial services and consumer sectors. He is also a co-founder
of the Ashoka University. He was one of the authors of the NASSCOM-McKinsey Report on “Strategies to
achieve the Indian IT industry’s aspiration”. He has featured on the list of “Asia’s 25 most influential people in
private equity” by the Asian Investor magazine published in the year 2013, and also on the list of “Hottest Young
Executives” in the Business Today magazine published in the year 2011. He also serves as a director on the board
of directors of Spandana Sphoorty Financial Limited.

Manish Mahendra Choksi is an Independent Director on our Board. He holds a bachelor’s degree in chemical
engineering from Houston university and a masters’ of business administration from University of Houston, USA.
He is currently the non-executive director (vice-chairman) on the board of directors of Asian Paints Limited. He
has been associated with Asian Paints Limited since 1992 where he has held various positions across functional
departments. He is also a member of the board of directors of Unotech Software Private Limited and Germinait
Solutions Private Limited; and an independent director on the board of MSL Driveline Systems Limited. He is
also a member of the global advisory board of Chiratae Ventures (formerly known as IDG Ventures India), a
technology focused venture capital firm.

Abanti Mitra is an Independent Director on our Board. She holds a post graduate diploma in rural management
from the Institute of Rural Management, Anand. Her experience spans over 21 years across various roles. She is
currently a Director in Positron Consulting Services Private Limited, focussing on fund raising (debt, equity and
private equity funds), operations and policy reviews and due diligence. She has prior experience as a manager at
ICICI Bank Limited and as a management executive at Micro-Credit Ratings International Limited. She is also
an independent director on the board of directors of Spandana Spoorthy Financial Limited and Criss Financial
Limited.

Tarun Puri is an Independent Director on our Board. He holds a bachelor’s degree (hons.) in mechanical
engineering from Birla Institute of Technology and Science, Pilani, Rajasthan, India, and a post graduate diploma
in management from Indian Institute of Management Calcutta, India. Tarun has worked with the Unilever group
of companies and Nike, Inc. His last position was Vice President, Global Sales Lead (Women’s) Category Sales

168
at Nike, Inc and has been associated with Nike since 2007, including being the Managing Director for Nike India
Private Limited. Prior to that, Tarun was in Unilever Thai Trading Limited where his role was Regional Vice
President, Hair X Brand, South Asia & South East Asia, based out of Thailand.

Confirmations

None of our Directors is or was a director of any company listed on any stock exchange, whose shares have been
or were suspended from being traded during the five years preceding the date of this Prospectus, during the term
of his/her directorship in such company.

None of our Directors is, or was a director of any listed company, which has been or was delisted from any stock
exchange, during the term of his/her directorship in such company.

Except Ravi Modi and Shilpi Modi who are spouses, none of our other Directors are related to each another.

No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce
any of our Directors to become or to help any of them qualify as a director, or otherwise for services rendered by
them or by the firm, trust or company in which they are interested, in connection with the promotion or formation
of our Company.

Further, none of our Directors have been identified as Wilful Defaulters as defined under the SEBI ICDR
Regulations.

Arrangement or understanding with major Shareholders, customers, suppliers or others

Other than Sunish Sharma, who has been appointed as a nominee of Rhine Holdings pursuant to the Investment
Agreement, there are no arrangements or understandings with the major shareholders, customers, suppliers or
others, pursuant to which any of our Directors was appointed or selected as a director.

Service contracts with Directors

Our Company has not entered into any service contracts with any Director, which provide for benefits upon
termination of employment.

Terms of appointment of our Executive Directors:

1. Ravi Modi

Our Board at their meeting held on August 28, 2021 approved the reappointment of Ravi Modi as Chairman
and Managing Director for a period of five years with effect from August 28, 2021. Our Shareholders have
approved such reappointment for a period of five years with effect from August 28, 2021 at their extra-
ordinary general meeting held on September 4, 2021 at a remuneration of a minimum of 230.00 million,
subject to a ceiling of 5% of the audited annual profit before tax of the Company for the respective financial
year, whichever is higher, when aggregated with the remuneration payable to Shilpi Modi.

2. Shilpi Modi

Our Board at their meeting held on August 28, 2021 approved the reappointment of Shilpi Modi as Whole-
time Director for a period of five years with effect from August 28, 2021. Our Shareholders have approved
such reappointment for a period of five years with effect from August 28, 2021 at their extra-ordinary general
meeting held on September 4, 2021 at a remuneration of a minimum of 220.00 million, subject to a ceiling of
5% of the audited annual profit before tax of the Company for the respective financial year, whichever is
higher, when aggregated with the remuneration payable to Ravi Modi.

Sunish Sharma, a Nominee Director on our Board is not entitled to any remuneration from our Company.

Terms of appointment of our Independent Directors

Pursuant to the Board resolution dated September 6, 2021 each Independent Director is entitled to receive a total
fee of 23.00 million per annum, which comprises of sitting fees and commission. The sitting fees payable to our

169
Independent Directors is 20.05 million per meeting of the Board, 20.05 million per meeting of the Audit
Committee, = 0.05 million per meeting of the Nomination and Remuneration Committee and 2 0.04 million per
meeting of other committees, within the limits prescribed under the Companies Act, 2013, and the rules made
thereunder. Further, each Independent Director is entitled to a commission equivalent to the difference between
the aggregate sitting fees paid per annum to such Independent Director and the total fee of %3.00 million per
annum. Additionally each Independent Director is also entitled to reimbursement of expenses as stipulated in their
terms of appointment.

Payments or benefits to Directors

Our Company has not entered into any contract appointing or fixing the remuneration of a Director in the two
years preceding the date of this Prospectus.

In Fiscal 2021, our Company has not paid any compensation or granted any benefit on an individual basis to any
of our Directors (including contingent or deferred compensation) other than the remuneration paid to them for
such period.

The remuneration paid to our Directors in Fiscal 2021 is as follows:

1. Executive Directors

The details of the remuneration paid to our Executive Directors in Fiscal 2021 is as set out below:

Name of Director Designation Remuneration (in 2)*
Ravi Modi Chairman and Managing Director 59.29 million
Shilpi Modi Whole-time Director 29.65 million

* Salary and allowances exclude Group's contribution towards retirement benefits and employee stock options scheme
since those are ascertained for the Group as a whole.

2. Independent Directors

All our Independent Directors were appointed during the current Fiscal i.e. Fiscal 2022. Accordingly, no
remuneration was paid to them in Fiscal 2021.

Remuneration paid by our Subsidiary

None of our Directors have received or were entitled to receive any remuneration, sitting fees or commission
from our Subsidiary in Fiscal 2021.

Shareholding of Directors in our Company
Our Articles of Association do not require our Directors to hold qualification shares.

The table below sets forth details of Equity Shares held by the Directors, as on date of this Prospectus:

 

 

 

 

 

 

Sr.No. Name of the Director Number of Equity Shares held
1. Ravi Modi 1,688,134
2. Shilpi Modi 2,656,104

 

 

Borrowing Powers

Pursuant to our Articles of Association, the applicable provisions of the Companies Act, 2013, and a
resolution passed by our Shareholders at their general meeting held on September 4, 2021, our Board has
been authorized to borrow by obtaining cash credit, loan, overdraft facilities, discounting of bills, letters of
credit or in any other forms, provided that the total amount so borrowed by the Board shall not at any time
exceed €5,000.00 million.

Bonus or profit-sharing plan for our Directors

170
Our Company does not have any performance linked bonus or a profit-sharing plan for our Directors.
Interest of Directors

All our Independent Directors may be deemed to be interested to the extent of sitting fees payable to them
for attending meetings of our Board and/or committees thereof as approved by our Board, the reimbursement

of expenses payable to them, and commission as approved by our Board.

Our Chairman and Managing Director and our Whole-time Director may be deemed to be interested to the
extent of the remuneration payable to each of them by our Company as Directors of our Company.

Ravi Modi, Shilpi Modi may also be interested to the extent of their shareholding in our Company, if any,
including the Equity Shares held by Ravi Modi Family Trust (acting through its trustee Modi Fiduciary
Services Private Limited) and Ravi Modi HUF and to the extent of any dividend payable to them and other
distributions in respect of such shareholding.

All the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or
to be entered into by our Company with any company which is promoted by them or in which they hold
directorships or any partnership firm in which they are partners.

No loans have been availed by our Directors from our Company or the Subsidiary.

Interest of Directors in the promotion or formation of our Company

Other than, Ravi Modi and Shilpi Modi none of our Directors have any interest in the promotion or formation
of our Company.

Our Directors do not have any interest in any property acquired or proposed to be acquired of or by our
Company.

Further, our Directors do not have any interest in any transaction by our Company for acquisition of land,
construction of building or supply of machinery during the three years preceding the date of this Prospectus.

Confirmation in relation to RBI Circular dated July 1, 2016
As on the date of this Prospectus, our Company, none of our Directors or Promoters have been declared as
“Fraudulent Borrowers” by the lending banks or financial institutions or consortium, in terms of RBI master

circular dated July 1, 2016.

Changes to our Board in the last three years

Name Date of change inerce Reason
Usha Devi Modi September 6, 2021 Whole-Time Director Resignation
Sanjeev Aga September 6, 2021 Director Resignation
Ajay Modi September 6, 2021 Whole-Time Director Resignation
Manish Mahendra Choksi September 6, 2021 Independent Director Appointment
Tarun Puri September 6, 2021 Independent Director Appointment
Abanti Mitra September 6, 2021 Independent Director Appointment

Note: This does not include changes such as regularisations or change in designations.
Corporate Governance

The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to
corporate governance, will be applicable to our Company immediately upon the listing of the Equity Shares
on the Stock Exchanges. Our Company is in compliance with the requirements of the applicable regulations
in respect of corporate governance in accordance with the SEBI Listing Regulations, and the Companies Act,
2013, pertaining to the constitution of the Board and committees thereof.

171
As on the date of filing this Prospectus, we have six Directors on our Board, of whom three are Independent
Directors, including one woman Independent Director.

Committees of our Board

In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has
constituted the following Board-level committees:

Audit Committee

The Audit committee was constituted by a resolution of our Board dated September 6, 2021. The current
constitution of the Audit committee is as follows:

Name of Director Position in the Committee Designation
Abanti Mitra Chairperson Independent Director
Manish Mahendra Choksi Member Independent Director
Ravi Modi Member Chairman and Managing Director

(i) The Audit Committee shall have powers, which should include the following:
(a) To investigate any activity within its terms of reference;
(b) To seek information from any employee of the Company;
(c) To obtain outside legal or other professional advice;
(d) To secure attendance of outsiders with relevant expertise, if it considers necessary; and

(e) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations, each as
amended.

(ii) The role of the Audit Committee shall include the following:

(a) Oversight of the Company’s financial reporting process, examination of the financial statement and
the auditors’ report thereon and the disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible;

(b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of
appointment of auditors, including the internal auditor, cost auditor and statutory auditor, of the
Company and the fixation of audit fee;

(c) Approval of payments to statutory auditors for any other services rendered by the statutory auditors
of the Company;

(d) Reviewing, with the management, the annual financial statements and auditor’s report thereon
before submission to the Board for approval, with particular reference to:

(i) Matters required to be included in the Director’s Responsibility Statement to be included in the
Board’s report in terms of section 134 of the Companies Act;

(ii) Changes, if any, in accounting policies and practices and reasons for the same;

(iii) Major accounting entries involving estimates based on the exercise of judgment by the
management of the Company;

(iv) Significant adjustments made in the financial statements arising out of audit findings;

(v) Compliance with listing and other legal requirements relating to financial statements;

(vi) Disclosure of any related party transactions; and

(vii) Qualifications / modified opinion(s) in the draft audit report.

172
(

(g)

(h)

@

(kK)
co)

Reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;

Reviewing, with the management, the statement of uses/application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other
than those stated in the offer document/prospectus/notice, and making appropriate recommendations
to the Board to take up steps in this matter;

Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;

Formulating a policy on related party transactions, which shall include materiality of related party
transactions;

Approval or any subsequent modification of transactions of the Company with related parties and
omnibus approval for related party transactions proposed to be entered into by the Company subject
to such conditions as may be prescribed;

Explanation: The term "related party transactions" shall have the same meaning as provided in
Regulation 2(1)(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards
and/or the Companies Act.

Review, at least on a quarterly basis, the details of related party transactions entered into by the
Company pursuant to each of the omnibus approvals given;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the company, wherever it is necessary;

(m) Evaluation of internal financial controls and risk management systems;

(n)

(0)

(p)
(q)

(s)

(09)

(u)
(vy)

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;

Discussion with internal auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature

and reporting the matter to the Board;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern;

Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

Recommending to the board of directors the appointment and removal of the external auditor,
fixation of audit fees and approval for payment for any other services;

Reviewing the functioning of the whistle blower mechanism;
Approval of the appointment of the Chief Financial Officer of the Company (“CFO”) (i.e., the

whole-time finance director or any other person heading the finance function or discharging that
function) after assessing the qualifications, experience and background, etc., of the candidate;

igs
(w) Carrying out any other functions as provided under the Companies Act, the SEBI Listing
Regulations, each as amended and other applicable laws;

(x) To formulate, review and make recommendations to the Board to amend the Audit Committee
charter from time to time;

(y) Overseeing a vigil mechanism established by the Company, providing for adequate safeguards
against victimisation of employees and directors who avail of the vigil mechanism and also provide
for direct access to the Chairperson of the Audit Committee for directors and employees to report
their genuine concerns or grievances; and

(2) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

(aa) Reviewing the utilization of loans and/or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans/ advances/ investments existing as on the date of coming into force of this
provision;

(bb) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders; and

(iii) The Audit Committee shall mandatorily review the following information:
(a) Management discussion and analysis of financial condition and results of operations;

(b) Statement of significant related party transactions (as defined by the Audit Committee), submitted
by the management of the Company;

(c) Management letters/letters of internal control weaknesses issued by the statutory auditors of the
Company;

(d) Internal audit reports relating to internal control weaknesses;

(e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the Audit Committee;

(f) Statement of deviations:

(i) quarterly statement of deviation(s) submitted to stock exchange(s) in terms of Regulation 32(1)
of the SEBI Listing Regulations; and

(ii) annual statement of funds utilised for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations; and

(g) review the financial statements, in particular, the investments made by any unlisted subsidiary.
Nomination and Remuneration Committee (“NR Committee”) The NR Committee was constituted by a

resolution of our Board dated September 6, 2021. The current constitution of the NR Committee is as
follows:

Name of Director Position in the Committee Designation
Tarun Puri Chairperson Independent Director
Manish Mahendra Choksi Member Independent Director
Sunish Sharma Member Director

The scope and function of the NR Committee is in accordance with Section 178 of the Companies Act,
2013 read with Regulation 19 of the SEBI Listing Regulations and its terms of reference are as follows:

174
(a)

(

(d

(e)

(6

(g

(h

@

0)

(k

oO

 

Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees;

The Nomination and Remuneration Committee, while formulating the above policy, should ensure that

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run our Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long term performance objectives appropriate
to the working of the Company and its goals.

Formulation of criteria for evaluation of performance of independent directors and the Board;
Devising a policy on Board diversity;

Issuance and allotment of shares to eligible participants in pursuance to the VFL Employee Stock Option
Scheme 2018-Scheme Pratham or any other schemes formulated from time to time;

Identifying persons who are qualified to become directors of the Company and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal. The Company shall disclose the remuneration policy and the evaluation
criteria in its annual report;

Analyzing, monitoring and reviewing various human resource and compensation matters;

Determining the Company’s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment, and determining remuneration packages of such
directors;

Recommending the remuneration, in whatever form, payable to the senior management personnel and
other staff (as deemed necessary);

Reviewing and approving compensation strategy from time to time in the context of the then current
Indian market in accordance with applicable laws;

Determining whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors;

Perform such functions as are required to be performed by the compensation committee under the
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

Administering, monitoring and formulating the employee stock option scheme/plan approved by the
Board and shareholders of the Company in accordance with the applicable laws (“ESOP Scheme”)

(i) Determining the eligibility of employees to participate under the ESOP Scheme;

(ii) | Determining the quantum of option to be granted under the ESOP Scheme per employee and in

aggregate;

Date of grant;

Determining the exercise price of the option under the ESOP Scheme;

(v) The conditions under which option may vest in employee and may lapse in case of termination of
employment for misconduct;

(vi) The exercise period within which the employee should exercise the option and that option would
lapse on failure to exercise the option within the exercise period;

(vii) The specified time period within which the employee shall exercise the vested option in the event
of termination or resignation of an employee;

(viii) The right of an employee to exercise all the options vested in him at one time or at various points
of time within the exercise period;

175
(ix) _ Re-pricing of the options which are not exercised, whether or not they have been vested if stock
option rendered unattractive due to fall in the market price of the equity shares;

(x) | The grant, vest and exercise of option in case of employees who are on long leave;

(xi) _ Allow exercise of unvested options on such terms and conditions as it may deem fit;

(xii) The procedure for cashless exercise of options;

(xiii) Forfeiture/ cancellation of options granted;

(xiv) Formulating and implementing the procedure for making a fair and reasonable adjustment to the
number of options and to the exercise price in case of corporate actions such as rights issues,
bonus issues, merger, sale of division and others. In this regard following shall be taken into
consideration:

= the number and the price of stock option shall be adjusted in a manner such that total value
of the option to the employee remains the same after the corporate action;

= for this purpose, global best practices in this area including the procedures followed by the
derivative markets in India and abroad may be considered; and

= the vesting period and the life of the option shall be left unaltered as far as possible to protect
the rights of the employee who is granted such option.

(m) Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations

of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or
rescinding rules and regulations relating to the administration of the ESOP Scheme;

(n

Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws,
as amended from time to time, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended;

(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
Relating to the Securities Market) Regulations, 2003, as amended; and

(c) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

by the Company and its employees, as applicable.

(0

Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under
any law to be attended to by the Nomination and Remuneration Committee.

(p) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.
Corporate Social Responsibility Committee (“CSR Committee”)

The CSR Committee was constituted by a resolution of our Board dated October 30, 2014 and was last
reconstituted on September 6, 2021. The current constitution of the CSR Committee is as follows:

Name of Director Position in the Committee Designation
Ravi Modi Chairperson Chairman and Managing Director
Shilpi Modi Member Whole-time Director
Tarun Puri Member Independent Director

The terms of reference of the CSR Committee framed in accordance with Section 135 of the Companies Act,
2013, are as follows:

(a) to identify the CSR Projects to be undertaken in line with the specified activities under Schedule VII of
the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014
and any amendments thereof;

(b) to decide to execute CSR projects through an external agency, such as trust, NGO or society;

(c)_ to review and recommend the amount of expenditure to be incurred on the activities to be undertaken
by the Company;

(d) to monitor the CSR policy of the Company from time to time; and

176
(e) any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors
or as may be directed by the Board of Directors from time to time.

Stakeholders Relationship Committee (“SR Committee”)
The SR Committee was constituted by a resolution of our Board dated September 6, 2021. The current
constitution of the SR Committee is as follows:

Name of Director Position in the Committee Designation
Abanti Mitra Chairperson Independent Director
Ravi Modi Member Chairman and Managing Director
Shilpi Modi Member Whole-time Director

The scope and function of the SR committee is in accordance with Regulation 20 of the SEBI Listing
Regulations and its terms of reference are as follows:

(a) Redressal of all security holders’ and investors’ grievances such as complaints related to transfer of
shares, including non-receipt of share certificates and review of cases for refusal of transfer/transmission
of shares and debentures, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of
annual reports, etc., and assisting with quarterly reporting of such complaints;

(b

Reviewing of measures taken for effective exercise of voting rights by shareholders;

(c) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,
debentures or any other securities;

(d

Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-
materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all
the requirements related to shares, debentures and other securities from time to time;

(e) Reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the Company;

(f) Reviewing the adherence to the service standards by the Company with respect to various services
rendered by the registrar and transfer agent of the Company and to recommend measures for overall
improvement in the quality of investor services;

(g) Carrying out such other functions as may be specified by the Board from time to time or
specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory
authority.

Risk Management Committee (“RM Committee”)

The RM Committee was constituted by a resolution of our Board dated September 6, 2021. The current
constitution of the RM Committee is as follows:

Name of Director Position in the Committee Designation
Ravi Modi Chairperson Chairman and Managing Director
Manish Mahendra Choksi Member Independent Director
Tarun Puri Member Independent Director

The scope and function of the RM Committee is in accordance with Regulation 21 of the SEBI Listing
Regulations and its terms of reference are as follows:

(i) To formulate a detailed risk management policy which shall include:

177
= framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, ESG related risks),
information, cyber security risks or any other risk as may be determined;

= Measures for risk mitigation including systems and processes for internal control of identified risks;

= Business continuity plan.

(ii) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;

(iii) To monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;

(iv) To periodically review the risk management policy, at least once in two years, including by considering
the changing industry dynamics and evolving complexity;

(v) To keep the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken;

(vi) To seek information from any employee, obtain outside legal or other professional advice and secure
attendance of outsiders with relevant expertise, if it considers necessary.

(vii)Laying down risk assessment and minimization procedures and the procedures to inform Board of the
same;

(viii) Framing, implementing, reviewing and monitoring the risk management plan for the Company
and such other functions, including cyber security; and

(ix) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under
any law to be attended to by the Risk Management Committee.

Management organization chart

 
   
 
   

Board of Directors

   

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Retail Business
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Projects And
Goes

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Strategy & Hare Ce ee
TOs Dag

ery

Supply Chain
Det Sr Sur

   

     

Key Managerial Personnel

In addition to Ravi Modi, our Chairman and Managing Director and Shilpi Modi, our Whole-time Director, whose
details are provided in “Our Management-Brief profiles of our Directors” on page 168, the details of our other
Key Managerial Personnel as on the date of this Prospectus are as set forth below:

Rahul Murarka, aged 41 years, is the Chief Financial Officer of our Company. He joined our Company on
December 16, 2013. He has completed his bachelor’s degree in commerce (honours) from the University of
Calcutta. Further, he has also passed the final examination held by the Institute of Chartered Accountants of India
and is a qualified chartered accountant. He has over 16 years of experience in finance, accounting, audits, taxation
and regulatory compliances. Prior to joining our Company, he worked with S.R. Batliboi & Co. LLP from January
2005 to December 2013 and at the time of leaving he held the position of manager in the assurance practice. In
Fiscal 2021, he received remuneration of 2 3.71 million* from our Company.

178
Navin Pareek, aged 35 years, is the Company Secretary and Compliance Officer of our Company. He joined our
Company on June 1, 2012. He holds a bachelor’s degree in commerce (honours) from the University of Calcutta.
Further, he is a fellow member of the Institute of Company Secretaries of India. He has passed the chartered
accountancy final group 1 and is pursuing the final level of chartered accountancy. He has over 10 years of
experience in legal, compliance, finance, direct taxation and secretarial functions. In Fiscal 2021, he received
remuneration of 1.40 million* from our Company.

*Note: Salary and allowances exclude the Group's contribution towards retirement benefits and employee stock
options scheme since those are ascertained for the Group as a whole.

Amar Sethia, aged 54 years, is the Chief Product Officer of our Company. He has been associated with the
Company since 2002. He is engaged in product designing and in developing the product vision, strategy, analytics
and metrics. He completed his schooling and attended college in Kolkata, West Bengal. In Fiscal 2021, he received
a remuneration of % 9.56 million from our Company.

Siddhartha Saraf, aged 37 years, is the Chief - Strategy & Investments of our Company, who joined the Company
on March 2, 2020. He leads the business strategy and investment functions of our Company. He is a Certified
Financial Analyst registered with the CFA Institute, USA and a Financial Risk Manager enrolled with the Global
Association of Risk Professionals, USA. In the past, he has been associated with Kotak Mahindra Bank Limited
as an associate vice president-II. In Fiscal 2021, he received remuneration of % 4.14 million from our Company.

Ajay Modi, aged 37 years, is currently the Chief Supply chain officer of our Company, who joined our Company
on January 25, 2008. He oversees the entire supply chain process including replenishment and inventory
management. He has passed his bachelor’s degree in business management from the Bangalore University. In
Fiscal 2021, he received remuneration of % 8.55 million * from our Company.

*Note: Salary and allowances exclude the Group's contribution towards retirement benefits and employee stock
options scheme since those are ascertained for the Group as a whole.

S. Arif Raza, aged 46 years, is the Chief of Retail Business Development and Projects of our Company. He joined
our Company on November 1, 2018. He holds a bachelor’s degree in arts from University of Delhi. He has
completed his master’s program in business administration (marketing) from S.P. Jain Center of Management. He
has also completed the retail next practice, executive program from XLRI. He has over 10 years of experience in
retail business development and management. In the past, he has worked with PVR Limited, Madura Fashion &
Lifestyle (a division of the Aditya Birla group) and Nike India Private Limited. In Fiscal 2021, he received
remuneration of % 4.08 million from our Company.

Sushil Kumar Agarwal, aged 48 years, is the Chief Information Officer of our Company. He joined our Company
on January 1, 2009. He has completed his bachelor’s degree in commerce from Calcutta University and is a
qualified chartered accountant certified by the Institute of Chartered Accountants of India since May 2002. He
has also successfully completed the post qualification course in information systems audit conducted by the
Institute of Chartered Accountants of India in September 2007. In Fiscal 2021, he received remuneration of = 6.50
million from our Company.

Vedant Modi, aged 22 years, is the Chief Marketing Officer of our Company. He joined our Company on June
24, 2021. He holds a bachelor’s degree in science from University College London where his main field of study
was information management for business. Since he was appointed in Fiscal 2022, no remuneration was payable
to him in Fiscal 2021.

Kanchan Banerjee, aged 40 years, is the Chief Human Resources Officer of our Company. She joined our
Company on November 9, 2020. She has passed her master’s in business administration from Sikkim Manipal
University. She has completed her executive diploma in human resource management from XLRI. She has over
10 years’ experience in the human resources industry. In the past, she has been associated with Vikram Solar
Limited as head corporate human resources, Trident Limited as vice president talent management and separation
Punjab, Vodafone Mobile Services Limited as manager talent and operations, Wipro Limited as manager and
Bharti Airtel Limited as assistant manager CSD. In Fiscal 2021, she received remuneration of 2 1.68 million from
our Company.

All our Key Managerial Personnel are permanent employees of our Company.

179
Retirement and termination benefits

Except applicable statutory and contractual (if any) benefits, none of our Key Managerial Personnel would receive
any benefits on their retirement or on termination of their employment with our Company.

Family relationships of Directors with Key Managerial Personnel

Except Ravi Modi and Shilpi Modi who are spouses, and Vedant Modi who is the son of Ravi Modi and Shilpi
Modi, none of our Key Managerial Personnel are related to any of our Directors or other Key Managerial
Personnel.

Arrangements and Understanding with Major Shareholders

None of our Key Managerial Personnel have been selected pursuant to any arrangement or understanding with
any major Shareholders, customers or suppliers of our Company, or others.

Shareholding of the Key Managerial Personnel

Set forth in the table below, are details of Equity Shares held by our KMPs in our Company (other than Ravi Modi
and Shilpi Modi) as on date of this Prospectus:

 

 

 

 

 

 

 

 

Sr. No. Name of KMP Number of Equity Shares held
1. Rahul Murarka 12,922
2.__| Navin Pareek 4,888
3.__| Amar Sethia 71,678
4.__| Ajay Modi 72,600
Es S. Arif Raza 7,666
6.__| Sushil Kumar Agarwal 20,120

 

 

 

 

Service Contracts with Key Managerial Personnel
Our Directors and Key Managerial Personnel have not entered into any service contracts with our Company.
Contingent and deferred compensation payable to Key Managerial Personnel

There is no contingent or deferred compensation payable to Key Managerial Personnel, which does not form
part of their remuneration.

Bonus or profit-sharing plan of the Key Managerial Personnel

Our Company does not have any formal bonus or profit sharing plan outside of the regular terms of appointment
of our Key Managerial Personnel which envisages certain performance linked incentives for certain of our Key
Managerial Personnel.

Interest of Key Managerial Personnel

For details of the interest of our Executive Directors in our Company, see “Our Management - Interest of
Directors” on page 171.

Our Key Managerial Personnel (other than our Directors and Promoters) are interested in our Company only to
the extent of the remuneration and options, if any, as per the ESOP Plan or benefits to which they are entitled
to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course
of their service.

Changes in the Key Managerial Personnel in last three years:
For details of the changes in our Executive Directors, see “Our Management - Changes to our Board in the last

three years” on page 171. The changes in our Key Managerial Personnel (other than our Directors) in the three
years preceding the date of this Prospectus is as mentioned below:

180
Name Designation Date of Change Reason

Dalpat Raj Jain Chief Financial Officer December 31, 2020 Resignation

Rahul Murarka Chief Financial Officer May 17, 2021 Appointment

‘Ajay Modi Chief Supply Chain Officer | August 1, 2021 Appointment as Chief

Supply Chain Officer

S. Arif Raza Chief - Retail Business | August 1, 2021 Change in designation to
Development and Projects current position held

Kanchan Banerjee Chief Human Resources | August 1, 2021 Change in designation to
Officer current position held

Siddhartha Saraf Chief - Strategy and | August 1, 2021 Change in designation to
Investments current position held

Sushil Kumar Agarwal Chief Information Officer August 1, 2021 Change in designation to

Vedant Modi

Chief Marketing Officer

June 24, 2021

current position held
Appointment

The attrition of the Key Managerial Personnel of our Company is not high compared to the industry.

Payment or Benefit to officers of our Company (non-salary related)

No amount or benefit has been paid or given since incorporation or intended to be paid or given to any officer
of the Company, including our directors and Key Managerial Personnel.

Employee Stock Option

For details of our Company’s employee stock option plan, see “Capital Structure - Employee Stock Option Plan”
on page 84.

181
OUR PROMOTERS AND PROMOTER GROUP
Promoters
The Promoters of our Company are:
1. Ravi Modi
2. Shilpi Modi; and
3. Ravi Modi Family Trust (acting through its trustee, Modi Fiduciary Services Private Limited).
As on the date of this Prospectus, our Promoters hold 185,368,424 Equity Shares in aggregate, representing
76.38% of the issued, subscribed and paid-up Equity Share capital of our Company. For details, please see the
section titled “Capital Structure — Build-up of the Promoters’ shareholding in our Company” beginning on page

87.

Details of our Promoters are as follows:

Individual Promoters:

 

Ravi Modi, aged 44 years, is one of our Promoters, and is also the Chairman and|
Managing Director of our Company. As at the date of this Prospectus, Ravi Modi
holds 1,688,134 Equity Shares, representing 0.70% of the issued, subscribed and |
paid-up Equity Share capital of our Company.

Date of Birth: March 13, 1977

Address: Flat no. 2C, Shyam Kunj, 12C, Lord Sinha Road, Kolkata, West Bengal
700071

Permanent Account Number: ADTPM5363Q

Aadhar Card Number: 473912396011

Driving License: Not applicable

For the complete profile of Ravi Modi, along with details of his educational
qualifications, professional experience, position/posts held in the past, directorships
held, special achievements and business and financial activities, see “Our
Management — Board of Directors” on page 166.

 

Shilpi Modi, aged 43 years, is one of our Promoters, and is also a Whole time
Director of our Company. As at the date of this Prospectus, Shilpi Modi holds |
2,656,104 Equity Shares, representing 1.09% of the issued, subscribed and paid-up |
Equity Share capital of our Company.

Date of Birth: September 18, 1978

Address: Flat no. 2C, Shyam Kunj, 12C, Lord Sinha Road, Kolkata, West Bengal
700071

Permanent Account Number: AEXPM7841)

Aadhar Card Number: 796389140992

Driving License: Not applicable

 

For the complete profile of Shilpi Modi, along with details of her educational
qualifications, professional experience, position/posts held in the past, directorships
held, special achievements and business and financial activities, see “Our
Management — Board of Directors” on page 166.

 

 

 

Our Company confirms that the permanent account number, bank account number and passport number of Ravi
Modi and Shilpi Modi were submitted to the Stock Exchanges at the time of filing the Draft Red Herring
Prospectus.

Promoter Trust:

Ravi Modi Family Trust (acting through its trustee, Modi Fiduciary Services Private Limited)

182
Trust Information and history

Ravi Modi Family Trust was formed as a private family trust pursuant to a deed of trust dated March 2, 2017
(“Trust Deed”) in accordance with the provisions of the Indian Trusts Act, 1882. The office of Ravi Modi Family
Trust is located at 19 Canal South Road, Paridhan Complex, Block A502, 4" Floor, Paridhan Garment Park,
Kolkata, West Bengal — 700 015.

Usha Devi Modi is the settlor of Ravi Modi Family Trust. As at the date of this Prospectus, Ravi Modi Family
Trust (acting through its trustee, Modi Fiduciary Services Private Limited) holds 181,024,186 Equity Shares,
representing 74.59% of the issued, subscribed and paid-up Equity Share capital of our Company.

Trustee of Ravi Modi Family Trust

The trustee of Ravi Modi Family Trust is Modi Fiduciary Services Private Limited (“MFSPL”). MFSPL is a
private limited company incorporated on February 27, 2017, under the Companies Act, 2013, having its registered
office at 19 Canal South Road, Paridhan Complex, Block A502, 4" Floor, Paridhan Garment Park, Kolkata, West
Bengal 700 015.

The board of directors of MFSPL comprises Ravi Modi and Shilpi Modi. Further, Ravi Modi and Shilpi Modi
respectively hold 76% and 24% of the paid up equity share capital of MFSPL.

Beneficiaries of Ravi Modi Family Trust

The beneficiaries of Ravi Modi Family Trust are Ravi Modi, Shilpi Modi and Vedant Modi (collectively the
“Beneficiaries”.

Objects and Function

The objectives of Ravi Modi Family Trust include, inter alia:

. to receive, acquire, hold and manage the trust property for the sole benefit of the Beneficiaries;

. to provide for benefit and welfare of the Beneficiaries;

. to make distribution of income, corpus or capital of Ravi Modi Family Trust in accordance with the Trust
Deed; and

. To ensure that the trust fund is properly managed and administered.

Our Company confirms that the permanent account number and bank account number of Ravi Modi Family Trust
have been submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus.

Change in control of Ravi Modi Family Trust

There has been no change in control of Ravi Modi Family Trust in the three years immediately preceding the date
of this Prospectus.

Change in control of our Company

There has been no effective change in control of our Company in the five years immediately preceding the date
of this Prospectus. However, Ravi Modi Family Trust has been identified as a Promoter by our Company in 2021.
For further details, please see “Capital Structure -Build-up of the Promoters’ shareholding in our Company” on
page 87.

Other ventures of our Promoters

Other than as disclosed in this section and in the section “Our Management — Other Directorships” on page 166,
our Promoters are not involved in any other ventures.

183
Interests of Promoters

Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent
of their respective shareholding in our Company (directly or indirectly, as the case may be), the dividends payable
and any other distributions in respect of their respective shareholding in our Company and the rights afforded to
them in terms of the Investment Agreement. Further, our individual Promoters are also interested in our Company
to the extent of remuneration payable to them in their capacity as Executive Directors of our Company. For further
details, see “Capital Structure - Build-up of the Promoters’ shareholding in our Company” beginning on page 87.
Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i)
in which our Promoters hold shares, or (ii) controlled by our Promoters.

No sum has been paid or agreed to be paid to any of our Promoters or to any firm or company in which our
Promoters are interested, in cash or shares or otherwise by any person, either to induce them to become or to
qualify them, as directors or promoters or otherwise for services rendered by such Promoter(s) or by such firm or
company, in connection with the promotion or formation of our Company.

Interest in property, land, construction of building and supply of machinery

None of our Promoters have any interest in any property acquired by our Company in the preceding three years
from the date of this Prospectus or proposed to be acquired by our Company or in any transaction with respect to
the acquisition of land, construction of building or supply of machinery.

Payment or Benefits to Promoters or Promoter Group

Except as disclosed herein and as stated in “Related Party Transactions” on page 261, there has been no amount
paid or benefits given by our Company to our Promoters or any of the members of the Promoter Group during the
two years preceding the date of this Prospectus nor is there any intention to pay any amount or give any benefit
to our Promoters or Promoter Group as on the date of this Prospectus.

Companies or firms with which our Promoters have disassociated in the last three years

None of our Promoters have disassociated themselves from any other company or firm in the three years preceding
the date of this Prospectus.

Material Guarantees

Our Promoters have not given any material guarantee to any third party, in respect of the Equity Shares, as of the
date of this Prospectus.

Promoter Group

In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company
in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:

Natural persons who are part of the Promoter Group

The natural persons who are part of the Promoter Group, other than our individual Promoters, are as follows:

5 Name of member of our Promoter Group Cee ee ee ana aul
No. Promoters
1. Usha Devi Modi Mother of Ravi Modi
2: Uma Agarwal Sisters of Ravi Modi
3. Vandana Tikmany
4. Kavita Modi
na Vedant Modi Son of our individual Promoters
6. Chanda Devi Tikmani Mother of Shilpi Modi
% Pawan Kumar Tikmani Father of Shilpi Modi
8. Prateek Tikmani Brother of Shilpi Modi
3. Shurbhi Pansari Sister of Shilpi Modi
10. Suruchi Bagla Sister of Shilpi Modi

184
Entities forming part of the Promoter Group

The entities, partnerships and proprietorships forming part of our Promoter Group by virtue of such entities being
controlled by our Promoters or persons related to our Promoters, are as follows:

1. Modi Fiduciary Services Private Limited
2. Navin Marketing Private Limited
3. Debdaru Vincom Private Limited

4. ModiFi Investment Services Private Limited (formerly known as Dynamic Storage and Retrieval Systems
Private Limited)

5. Shenayah Retail Stores Private Limited
6. Third Layer Retail Private Limited

7. Usraa Gems & Jewellery Private Limited
8. Shagun Vyapaar Private Limited

9. Vandana Enterprise

10. Kkasidaa

11. Mohey Fashions Private Limited

12. Pranit Fashions

13. Shri Kanak Transport

14. M/s. Pawan Tikmani

The Hindu Und

 

led Families forming part of our Promoter Group are as follows:
1. Ravi Modi HUF
2. Piyush Pansari HUF

3. Prateek Tikmani HUF

185
GROUP COMPANIES
In terms of the SEBI ICDR Regulations, the term “group companies”, includes (i) such companies (other than
promoter(s) and subsidiary(ies)) with which there were related party transactions during the period for which
financial information is disclosed, as covered under applicable accounting standards, and (ii) any other companies
considered material by the board of directors of the relevant issuer company.
Accordingly, all such companies with which our Company had related party transactions as covered under the
relevant accounting standard (i.e. Ind AS 24), as per the Restated Consolidated Financial Statements, have been
considered as Group Companies in terms of the SEBI ICDR Regulations.
Additionally, pursuant to the Materiality Policy, a company shall be considered material and shall be disclosed as
a Group Company in this Prospectus if: (i) such company is a member of the Promoter Group; and (ii) our
Company has entered into one or more transactions with such company during Fiscal 2021 or the six months
ended September 30, 2021, which individually or cumulatively in value exceeds 5% of the total consolidated
income of our Company for the latest fiscal year derived from the Restated Consolidated Financial Statements.
Based on the above, our Group Companies are set forth below:

1. ModiFi Investment Services Private Limited (previously known as Dynamic Storage & Retrieval
Systems Private Limited);

2. Shenayah Retail Stores Private Limited; and

By Mohey Fashions Private Limited.

In accordance with the SEBI ICDR Regulations, certain financial information in relation to our Group Companies
for the previous three financial years, extracted from their respective audited financial statements (as applicable)

are available at the respective websites indicated below.

Our Company is providing links to such websites solely to comply with the requirements specified under the SEBI
ICDR Regulations.

None of our Company, the BRLMs or any of the Company’s or the BRLMs’ respective directors, employees,
affiliates, associates, advisors, agents or representatives have verified the information available on the websites
indicated below.

Details of our Group Companies

The details of our Group Companies are provided below:

L, ModiFi Investment Services Private Limited (previously known as Dynamic Storage and Retrieval
Systems Private Limited) (“MISPL”)

Registered Office

The registered office of MISPL is situated at Paridhan Garment Park, 19 Canal South Road, SDF-1, 4""
Floor, A501-A502, Kolkata , West Bengal — 700015.

Financial information

The financial information derived from the audited financial statements of MISPL for the last three financial
years, as required by the SEBI ICDR Regulations, are available on https://www.modifins.com/.

2. Shenayah Retail Stores Private Limited (“SRSPL”)
Registered Office

The registered office of SRSPL is situated at B 27/87, A-4"" Floor, Bhelupur Durgakund Road, Varanasi,
Uttar Pradesh - 221005.

186
Financial information

The financial information derived from the audited financial statements of SRSPL for the last three financial
years, as required by the SEBI ICDR Regulations, are available on www.shenayahretail.com.

3. Mohey Fashions Private Limited (“Mohey Fashions”)
Registered Office

The registered office of Mohey Fashions is situated at 1“ floor, Unit No. 5, Part C, Block A, Srijan
Industrial Logistics Park, NH 6, Bombay Road, Howrah, West Bengal - 711302.

Financial information
The financial information derived from the audited financial statements of Mohey Fashions for the last
three financial years, as required by the SEBI ICDR Regulations, are available on
https://www.moheyfashions.com/financials.

Nature and extent of interest of Group Companies

In the promotion of our Company

None of our Group Companies have any interest in the promotion of our Company.

In the properties acquired by our Company in the past three years before filing this Prospectus or proposed to
be acquired by our Company

None of our Group Companies are interested in the properties acquired by our Company in the three years
preceding the filing of this Prospectus or proposed to be acquired by our Company.

In transactions for acquisition of land, construction of building and supply of machinery, etc.

None of our Group Companies are interested in any transactions for acquisition of land, construction of building
or supply of machinery, etc.

Common pursuits among the Group Companies and our Company
There are no common pursuits amongst our Group Companies and our Company.

Related Business Transactions within our Group Companies and significance on the financial performance
of our Company

Except as disclosed in “Related Party Transactions” on page 261, there are no related business transactions with
the Group Companies.

Litigation

As on the date of this Prospectus, there is no pending litigation involving our Group Companies which will have
a material impact on our Company.

Business interest of Group Companies

Except in the ordinary course of business and as stated in “Related Party Transactions” on page 261, none of our
Group Companies have any business interest in our Company.

187
Confirmations
None of our Group Companies have any securities listed on a stock exchange. Further, neither of our Group

Companies has made any public or rights issue (as defined under the SEBI ICDR Regulations) of securities in the
three years preceding the date of this Prospectus.

188
DIVIDEND POLICY

The declaration and payment of dividends will be recommended by our Board and approved by our Shareholders,
at their discretion and subject to the provisions of the Articles of Association and applicable law, including the
Companies Act. The dividend distribution policy of our Company was adopted by way of a resolution dated
September 3, 2021, passed by our Board of Directors.

The Board shall, inter alia, consider certain financial, internal and external parameters before declaring dividend
including financial performance and profitability; liquidity position of the Company during the financial year;
and accumulated reserves available for the distribution of dividend.

The details of the dividend paid by our Company on the Equity Shares during the last three Fiscals and the six
months period ended September 30, 2021, are given below:

Six months Six months

Particulars ended ended Fiscal 2021 Fiscal 2020* Fiscal 2019
September September
30, 2021 30, 2020
Number of equity shares at | 242,432,254 123,933,299 | 123,933,299 125,227,420 125,227,420
year/period ended
Face value per equity share 1.00 2.00 2.00 2.00 2.00
(in®
‘Aggregate Dividend paid (in NIL NIL NIL 500.91 NIL
& million)
Dividend per Equity Share NIL NIL NIL 4.00" NIL
(in
Rate of dividend (%) NIL NIL NIL 200% NIL
Dividend distribution tax (in NIL NIL NIL 102.96 NIL
% million)
Dividend distribution tax NIL NIL NIL 20.56% NIL
(%)
Mode of payment of NIL NIL NIL Bank transfer NIL
Dividend

*Interim dividend paid.
Our Company has not declared or paid any dividend from October 1, 2021 until the date of this Prospectus.

Our Company believes in distributing value to its shareholders and has undertaken buybacks in Fiscal 2021 and
2022. While we declared an interim dividend of 24 per equity share in Fiscal 2020, we also undertook a buyback
of 1,294,121 equity shares in Fiscal 2021 and a buyback of 2,717,172 equity shares in Fiscal 2022 and paid the
requisite buyback consideration of 7880.00 million and 2 2,690.00 million respectively, to our Shareholders. For
details, see “Capital Structure - Equity Share Capital history of our Company” on page 78.

The amount of dividend paid in past is not necessarily indicative of the dividend policy of our Company or
dividend amounts, if any, in the future. There is no guarantee that any dividends will be declared or paid or the
amount thereof will be decreased in the future. For details, see “Risk Factors — Our ability to pay dividends or
conduct share buybacks in the future will depend upon future earnings, financial condition, cash flows, working
capital requirements, capital expenditures and lender consents and we cannot assure you that we will be able to
pay dividends or conduct share buybacks in the future” on page 59.

189
SECTION VI - FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL STATEMENTS

[The remainder of this page has intentionally been left blank]

190
Independent Auditor’s Examination Report on the Restated Consolidated Summary
Statement, comprising the Restated Consolidated Statement of Assets and Liabilities as
at September 30 2021, March 31, 2021, September 30, 2020, March 31, 2020 and March
31, 2019, the Restated Consolidated Statement of Profits and Loss (including other
comprehensive income), the Restated Consolidated Statement of Changes in Equity and
the Restated Consolidated Statement of Cash Flows for the six months ended September
30, 2021 & September 30, 2020 and for each of the years ended March 31, 2021, March
31, 2020 and March 31, 2019, the Restated Consolidated Summary Statement of
Significant Accounting Policies, and other explanatory information of Vedant Fashions
Limited (formerly known as Vedant Fashions Private Limited) and its subsidiaries
(hereinafter collectively, the “Restated Consolidated Summary Statement”)

The Board of Directors

Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
Paridhan Garment Park

A501-502, 19 Canal South Road,

SDF-1, 4th Floor

Kolkata — 700105

West Bengal India

Dear Sirs/Madams:

1. We have examined the attached Restated Consolidated Summary Statement of Vedant
Fashions Limited (the “Company’) and its subsidiaries (the Company together with its
subsidiaries hereinafter referred to as “the Group”) as at and for the six months ended
September 30, 2021 and September 30, 2020 and as at and for each of the years ended
March 31, 2021, March 31, 2020 and March 31, 2019 annexed to this report and prepared
by the Company for the purpose of inclusion in the Offer documents to be filed by the
Company with the with the Securities and Exchange Board of India (“SEBI”) and Registrar
of Companies (“ROC”) in connection with its proposed initial public offering through offer
for sale of the Company’s equity shares of face value of Rs. 1 each (“the proposed IPO”).
The Restated Consolidated Summary Statement has been approved by the Board of
Directors of the Company at their meeting held on November 08, 2021 and has been
prepared in accordance with the requirements of:

191
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (“the Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (the "ICDR Regulations"); and

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

Management's Responsibility for the Restated Consolidated Summary Statement

2. The preparation of the Restated Consolidated Summary Statement, which are to be
included in the Offer documents, is the responsibility of the management of the Group. The
Restated Consolidated Summary Statement has been prepared by the management of the
Group in accordance with the basis of preparation, stated in note no. 2.1 to the Restated
Consolidated Summary Statement. The management's responsibility includes designing,
implementing and maintaining adequate internal controls relevant to the preparation and
presentation of the Restated Consolidated Summary Statement. The management is also
responsible for identifying and ensuring that the Group complies with the Act, the ICDR
Regulations and the Guidance Note.

Auditor’s Responsibilities

3. We have examined such Restated Consolidated Summary Statement taking into
consideration:

a) the terms of reference and terms of our engagement agreed with the Company vide our
engagement letter dated July 24, 2021, in connection with the proposed IPO of the
Company;

b) the Guidance Note that requires us to comply with the ethical requirements of the Code
of Ethics Issued by the ICAI.

c) concepts of test checks and materiality to obtain reasonable assurance based on the
verification of evidence supporting the Restated Consolidated Summary Statement; and

d) the requirements of Section 26 of the Act and the ICDR Regulations.

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

192
Restated Consolidated Summary Statement

4. The Restated Consolidated Summary Statement has been compiled by the management of
the Group from the audited consolidated financial statements of the Group as at and for the
six months ended September 30, 2021 and September 30, 2020 and as at and for each of
the years ended March 31, 2021, March 31, 2020 and March 31, 2019 , which were
prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as
prescribed under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended and other accounting principles generally accepted in
India, which had been approved by the Board of Directors of the Company at their meeting
held on November 08, 2021, November 08, 2021, July 13, 2021, September 24, 2020 and
September 16, 2019 respectively.

5. For the purpose of our examination, we have relied on the independent auditor’s report
issued by us, dated November 08, 2021, November 08, 2021, July 13, 2021, September 24,
2020 and September 16, 2019 on the interim consolidated financial statements of the Group
as at and for the six months ended September 30, 2021 and September 30, 2020 and annual
consolidated financial statements of the Group for each of the years ended March 31, 2021,
March 31, 2020 and March 31, 2019 respectively as referred to in Paragraph 4 above.

6. As indicated in our audit reports referred to in paragraph 5 above, we did not audit the
financial statements of a subsidiary, Mohey Fashions Private Limited (MFPL). The
Holding Company has now sold its investments in MFPL on August 20, 2021 and
consequent to which, MFPL is ceased to be its subsidiary Company. Total assets, total
revenues and net cash flows of MFPL, as mentioned below and included in the consolidated
financial statements, were audited by the independent auditor of the subsidiary (“Other
Auditor”) and whose audit reports have been furnished to us by the Company’s
management and Our opinions on the consolidated financial statements, in so far as it
relates to the said subsidiary, were based solely on the audit reports of such Other Auditor.

Rs. in million

 

 

 

 

 

 

 

 

 

 

Particulars Asatandfor | Asatandfor | Asatand | Asatand | Asatand
the period the period for the for the | for the year
April 01,2021 | April 01,2020 | year ended | year ended ended
to August 20, | to September | March 31, | March 31, | March 31,
2021 30, 2020 2021 2020 2019
Total Assets 0.52 0.58 0.58 0.60 0.75
Total revenue - - - -
Net Cash inflow / (outflow) (0.03) (0.02) (0.03) (0.11) (0.14)

 

193

 
7. Our audit reports for the six months ended September 30, 2021 and September 30, 2020

and for each of the years ended March 31, 2021 and March 31, 2020 included an Emphasis
of Matter paragraph on the below matter:
We draw attention to note no. 60 of the accompanying Restated Consolidated Summary
Statement which describes the impact of COVID-19 pandemic, and its possible
consequential implications, on the Group’s operations. The above Emphasis of Matter did
not give rise to any modification

8. Based on our examination and according to the information and explanations given to us,
we report that:

i. The Restated Consolidated Summary Statement has been prepared after
incorporating adjustments for changes in accounting policies and
regrouping/reclassifications retrospectively in the year ended March 31, 2021,
March 31, 2020 and March 31, 2019 and in the six months period ended September
30, 2020 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed in the audited interim consolidated financial
statements of the Group as at and for the six months period ended September 30,
2021;

ii. Our auditor’s report were not modified on the interim consolidated financial
statements of the Group as at and for the six months period ended September 30,
2021 & September 30, 2020 and audited consolidated financial statements of the
Group as at and for each of the years ended March 31, 2021, March 31, 2020 and
March 31, 2019, which requires any adjustment to the Restated Consolidated
Summary Statement.

iii. The Restated Consolidated Summary Statement has been prepared in accordance
with the Act, the ICDR Regulations and the Guidance Note.

9. We have not audited any financial statements of the Group as at any date or for any period
subsequent to September 30, 2021. Accordingly, we express no opinion on the financial
position, results of operations, cash flows and statement of changes in equity of the Group
as at any date or for any period subsequent to September 30, 2021.

194
10. This report should not in any way be construed as a reissuance or re-dating of any previous
audit report issued by us, nor should this report be construed as a new opinion on any of
the financial statements referred to herein.

11. The Restated Consolidated Summary Statement does not reflect the effects of events that
occurred subsequent the date of the report on the audited financial statements mentioned in
paragraph 5 above.

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

13. Our report is intended solely for use of the Board of Directors of the Company for inclusion
in the Offer documents to be filed with Securities and Exchange Board of India, National
Stock Exchange of India Limited, BSE Limited and Registrar of Companies in connection
with the proposed IPO. Our report should not be used, referred to, or distributed for any
other purpose. Accordingly, we do not accept or assume any liability or any duty of care
for any other purpose or to any other person to whom this report is shown or into whose
hands it may come.

For S.R. Batliboi & CO. LLP
Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Bhaswar Sarkar

Partner

Membership Number: 055596
UDIN: 21055596AAAAER1 139

Place of Signature: Kolkata
Date: November 08, 2021

195
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

(CIN: US1311WB2002PLC094677

Restated Consolidated Summary Statement of Assets & Liabilities
(All amounts are in INR Million, unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Notes ]As at September 30,]As at September 30,] As at March 31, 2021 | As at March 31, 2020] As at March 31, 2019
2021 2020
ASSETS
'Non-current assets
(a) Property, plant and equipment 5 763.76 780.01 798.76 817.43 736.61
(0) Right of use assets 5 2,209.10 2,212.29 2,034.70 2,860.22 1,968.30
(c) Capital work in progress 5 6.50 - 247 - 1367
(A) Goodwitt 6 157.41 157.11 1s7.41 as7.41 157.411
(c) Other intangible assets 6 1,591.23, 1615.91 1,602.65, 1631.41 1,515.65
( Intangible assets under development 6 a 254 1.38 254 1112
(g) Financial assets
(i) Investments 7 559.61 468.58 799.78 460.39 251.78
(i) Others 8 455.32 389.04 433.93 386.86 343.12
(®) Deferred tax assets (net) 9 1434 17.75 1561 6.05, 049
(i) Other assets 10 620.66 628.57 621.82 628.7 629.23
(i) Non- current tax assets (net) ul 121.50 204.15 41.03, 49.95 134.34
‘Total non-current assets 6500.27 6A75.95 6505.28 6,600.73 5,756.82
(Current assets
(a) Inventories 2 1,236.95 41,239.30 1,012.36 1,208.57 909.47
(0) Financial assets
() Investments 13 2,004.88 2,462.56 4,555.92 3,549.42 1,692.38
(ii) Trade receivables 4 4011.31 3421.15 3,612.42 3,720.56 3,327.42
(ji) Cash and cash equivalents 15 42.98 53.53 66.10 88.66 21.39
(iv) Bank Balances other than (iii) above 16 494 107.88 4.96 110.37 1172.53
(©) Others Ww 235.17 161d 163.30 131.23 17.33,
(c) Other assets 18 41853 42047 336.22 420.62 288.18
(a) Current tax assets (net) 19 : L 0.01 85.37 2
‘Total Current assets 7,958.76 7,866.33 9751.29 9314.80 TABS
‘Total Assets TH AS5.03 T4322 16,256.53 1591553 13,185.07
(Continued.

 

 

 

 

 

196

 

 

 
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

(CIN: US1311WB2002PLC094677

Restated Consolidated Summary Statement of Assets & Liabilities
(All amounts are in INR Million, unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Notes ]As at September 30 As at September 30, As at March 31, 2021 [As at March 31, 2020] As at March 31, 2019
2021 2020
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 20 242.44 247.87 247.87 250.46 250.46
(0) Other equity a 8,351.09 9,158.63 10,666.23 10,409.68 8577.24
‘Total Equity 8593.53 9,406.50 10,914.10 10,660.14 8,827.70
Liabilities
Non-current Liabilities
(a) Financial liabilities
(i) Lease liabilities 2 1,538.88 1,534.37 1,396.52 1,696.62 1,296.53
(i) Deposits 23 815.96 740.13 817.90 736.73 634.25
(0) Provisions m4 30.56 26.63 2601 23.40 1734
(c) Deferred tax liabilities (net) 5 165.76 54.47 147.33 80.71 90.15
(a) Other non-current liabilities 26 358.01 366.34 357.49 399.53 304.29
‘Total non-cureent liabilities 2,909.17 2721.94 2,745.25 2,987.01 2,432.56
‘Current Liabilities
(a) Financial liabilities
() Borrowings 7 é 7 . : 0.02
(ii) Lease liabilities 28 82857 753.80 707.22 730.85 540.42
(ii) Trade payables
= tolal outstanding dues of micro enterprises, small enterprises and 29 183.10 37.08 121.45 126.59 65.74
medium enterprises
= tolal outstanding dues of creditors other than micro enterprises, 29 430.69 an 37748 377.44 515.35
small enterprises and medium enterprises
(iv) Others 30 202.77 48.34 107.15 92.47 7436
(6) Other current liabilities 31 1,281.08 1,002.01 41,239.16 940.43 726.83
(c) Provisions 32 416 373 3.78 3.83, 2.49
(a) Current tax liabilities (net) 33 21.96 46.77 40.94 46.7 _
‘Total current liabilities 2,952.33 2213.84 2597.18, 2318.38 T9241
‘Total liabilities 5 B6150 T93578 Sis $255.59 T35737
{Total equity and liabilities 14 455.03 14,382.28 16,256.53 15,915.53 13,185.07

 

 

‘Summary of Significant Accounting Policies

 

‘The accompanying notes are an integral part of the Restated Consolidated Summary Statement

In terms of our report attached of the even date

For S. R. Batliboi & Co, LLP
Chartered Accountants
ICAI Firm registration number: 301003E /E300005

per Bhaswar Sarkar
Partner
‘Membership No. 055596

Place: Kolkata
Date: November 8, 2021

\Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
For and on behalf of the Board of Directors

Ravi Modi

Chairman and Managing Director

DIN : 00361853

Rahul Murarka

Chief Financial Officer

197

Shilpi Modi
Wholetime Director
DIN : 00361954

Navin Pareek
Company Secretary

ICSI Membership No : F10672

 

 

 
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CIN: USIS1IWH2002PLCO9677

Restated Consolidated Summary Statement of Profits and Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(A amounts ae in INR Million, ules oes stated)
Tartcalare Nos] Forthess months | —Forthesiv months | Forteyear ended’ | Forthe yearended | Fortheyear ended
period ended September | period ended September | March 31,2021 | March 31,2020 | March 31,2019
30,2021 30,2020,
income
1. | Revere from operations ea 3598.43 ni708 s.i8.16 00742
1 |owter income 8 masz s7is9 2.03 19057
tnt [rota income (1 +11) 33D Tosa aa TaTaT6 Sw
1 |espenses:
Cost of materials used
Raw materials 36a si972 mas 55485 sexs. 7a208
= Accesories & packing materials 368 6708 2883 10081 Mos x2020
Purchases of stock-in-trade a e213, 7035 707.61 168239 130739
[Changes in inventories of finshed goods, work-in-progress and stock-in-trade 38 063.88) (04098) 10008 ssn sn)
Employee benefits expense 38 25032 wisi 381.07 53296 sna3
Finance costs 40 135 13415 258.22 25606 19630
Depreciation and amortisation expense “1 e115 491.00 955.29 ss734 es3.00
Jother expenses 2 859532 42583 137313 2anz 1.95132
Total expenses 2548.19 T3031 S102 6361.35 586.1
V | rofiy/(toss) before tax (EV) T2471 (817) 11947 318A 2709.38
v1 {tax expense/(cedit:
current tax (incdes charge for ealierperod/ years eptember 30,2021 -NIL) (September 3, 2020- san28 7 330 79651 80567
NIL) (Monch 31,2021 - Nil (March 31, 2020- INR 0.15 Million) (March 31,2019 - INR 1.21 Million)
Deferred tax charge/ (rect) 2036 6770) 5084 (san) ra
‘ut |Peoiy(tos) fo the period/year(V-V1) SoA 7637) Tas T3663 Trek,
vit | other comprehensive income/(loss) for the period/year
tem that will not be subsequently reclassified to profit or loss
a) Re-measurementgains/ (losses) on defined benefit obligations 256 (095 oss 164
Io) Income tax effect on above 025 059
Hrotal other comprehensive incom/{loss) net of tx 07
1%. | Total comprehensive incomey/{toss) for the period/yeae 982.16 (720) 132969 236537 1,765.34
[Earnings por eur share EPS) (ace value of stare PINE T ach) (EPS Tors mens pered eaedP
september 30, 2021 and September 30, 2020s not annualised)
Basic (in INR per share) s aon on) 536 945 704
Diluted (in INR per share) 6 don o7) 536 9.5 704
‘Summary of Significant Accounting Policies 3
The accompanying nots are an integral part ofthe Restated Consolidated Summary Statement
In terms of our report attached ofthe even date
For 8. R. Batliboi & Co, LLP Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
Chartered Accountants Forand on behalf ofthe Board of Diectors
ICAL Firm registration number: 301003 /£300005
per Bhaswar Sarkar Ravi Modi Shilpi Modi
Pactnr Chairman and Managing Ditsctor Wholetime Director
‘Membership No, 055596 DIN 00361853 DIN: 00361954
Place: Kolkata Rahul Murarka Navin Pareek
Date: November 8, 2021 Chief Financial Otficer Company Secretary
ICSI Membership No: F10672

198
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CAN: UsI311WH2002PL.C091677

Restated Consolidated Summary Statement of Cash Flow

{All amounts are in INR Million, unless otheraise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Torthesixmonthe | Tortheaxmonthe | Fortheyearended | Torthe yearended | For the year ended
Particulars period ended period ended ‘March 31,2021 | March 31,2020 | March 31, 2019
September 30,2021 | September 30, 2020
(A. Cash Flow from Operating Activities
Profit/ los) before tax 1am ua) 1s1917 311841 2,709.38,
[Adjustments for:
[Depreciation & amortisation expenses asta5, $91.00 955.29 e734 683.00
(Profit)/Loss on sale/ discard of property, plant and equipment (net) (059) (088) 72) 156 620)
Profit on sale of investments in subsidiary (os!) : : :
interest income (2036) s79] (3697) (258.08) 90)
Dividend income from mutual fands : - - 38.09) ean)
Profit on sae of investments 331) usa 724) (27) 7535)
Profit om fair valuation of investments carried at EVTPL, (G440) 716) e149) 05.14) 77)
Provision for doubtful debts & advances 198 1039 2638 120 256
Bad debts/advances written off 130 om 420 322 os
Liablities/ provisions no longer required written back 292) (050) son) (4.99) 656)
Unreatised net los/ (gain) on foreign currency transactions and translations out (028) (028) (1.03) 023
Rent concession on lease arrangements (7185) es.) (63897) :
[Cain on termination of lease arrangements (Refer Note 35) 0278) (0.58) (353) -
Finance cost on lease liabilities 99.05 106.15 204.70 20857 152.80
Finance cost on others 2330 28.00 53.52 4749 4350
[Operating profit before working capital changes T6497 52.86 Baris 3,989.08 3368.39
[Movement in working capital:
Increase in other financial assets (0995) (099) (6834) nz) (ay)
nerease)/ decrease in non financial assets (6298) (si) 8082 (105.29) een)
increase) /decrease in trade receivables 696.27) 28926 15.84 (656.25) 68.15)
increase}/decrease in inventories 2459) cara) 19622 (239.10)
Increase in provisions 237 215 344 522
increase (decrease) in wade payables 12176 eas) e709) (6420)
Increase in other financial and non financial liabilities $839 m2 98.48 14693
[cash Generated from operations 026.78 9354 2871.06 3184.77
Income tax paid (not of refund) (1973) (6883) e448) 73030)
Net cash flow from operating activities w OTOL 271 2.52622 23447
Cash Flow from Investing Activi

[Purchase of property, plant and equipments, capital work in progress & intangible assets (including capital advances) ais) sas) (24.99) (28439) (aon 5)
Proceeds from sale of property, plant and equipments & intangible assets (including advance received) (Refer Note 10.1) 731 53.68 275.69 100.19 27.80
interest received 3 ab 11075 on 163
Dividend income from investments E : 38.09 sen
Proceeds from sale of Investment in subsidiary Company (Refer Note 57.2) 1.00 . . : :
Purchase of investments 629708) (1078.46) 6033.85) (078482) 6888.07)
Sale/redemption of investments 5.99657 2493.76 6,600.97 3339.82 5,380.19
Bank Balances not considered as cash and cash equivalents:

= Deposits placed : 67509) 72738) (886.28) (2.17000)

= Deposits matured 175.00 300.04 1005.82 145050 36.00
Net cash flow fromyused) in investing activities 6 2985.63 7203.24 (654.5) 057.37) Tha2s.0|
JC. Cash flow from Financing Activities
Repayment of cash eredit : - - - (228.00)
[Repayment of short term borrowings s : 2 (0.02) (083)
Principal payment of lease liabilities 201.23) as) e731) 91.83) (228.5)
interest on lease liabilities (905) (208.12) (20470) (208.57) 052380)
Interest paid other than interest on lease liabilities e7 037] en ers) a7
Dividend Paid (including Corporate Dividend Tax) f : (00387 2
Buy Back of shares (including Tax) (Refer Note 20 (ii) and 20 (iw) 931331 084.41) (1084.41 = :
Net cash used in financing activities o (6,615.76) (0,263.08) (2,664.63) aa0833) 7830)
Net (decrease) increase in Cash and Cash Equivalents (A+B#C) 322) 513) (2256) ou 957
[cash and Cash Equivalents atthe beginning ofthe period /year 66.10 88.66 88.66 2139 182
[cash and Cash Equivalents atthe end of the petiod/yeat 98 5353 66.10 6 2159

 

 

 

 

 

199
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CAN: UsI311WH2002PL.C091677

Restated Consolidated Summary Statement af Cash Flow

(All amounts aren {NR Million, unless otheraise stated)

 

 

 

Particulars

September 30 20a

September 30, 2000

‘March 3, 2031

‘March 3, 2030

‘March 31, 2019

 

[Components of Cash & Cash Equivalents (Refer Note 15)
Balance with Banks

$2.66

5329

 

 

 

 

 

 

 

 

 

 

 

 

 

57 8838 2.08
[cash on hand 032 024 ive 032 om
[Cash and Cash Equivalents as at the end ofthe period/year 72.98 353 6.10 35.66 2139
[Non-cash investing activities

Particulars Seplember 30, 2021 | September 30,2020 | March 3i 2021 | March 31,3020 _[ March 1, 2019
Acquistion of Right-oF-use assets (Reter Note a © Note 3) ROT TAT Seis Tie 23559

 

 

The accompanying notes are an integral part of the Restated Consolidated Summary Statement
In terms of our report attached ofthe even date

For $.R. Batliboi & Co, LLP
(Chartered Accountants
ICAL Firm registration number: 301003 /£300005

per Bhaswar Sarkar
Partner
‘Membership No. 055596

Place: Kolkata
Date: November 8, 2021

200

‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
For and on behalf of the Board of Directors

Ravi Modi

Chairman and Managing Director

DIN: 00361853

Rahul Murarka
(Chief Financial Officer

Shilpi Modi
Wholetime Director
DIN: 00361954

Navin Pareek
‘Company Secretary

ICSI Membership No : FL0672

 
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
‘CIN: Usis11WH2002PLCO94677

Restated Consolidated Summary Statement of Changes in Equity
(All anowate ore in INR Milo, anes othenvise stated).

‘A. Equity share capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Panicalas Aaat Sepienber 3) 2057 ‘Ara September 30,2050, “Asat Mavch 32 201 “sat Mach 3, 2000 Aca Mach 31 3007
Nunbera’ | Amount —] Number of Amount | —Numberof | Amount | Number of] — Amount | —Namber of | Amount
haces hates shares hares hares
Elly shares oustanding a the begianing of the pevlodlyear BRR wa | aE Boe | a Bos | aa Baas | asa Boa
Add: Fresh sue of shares pursuant to the scheme of atnalgamation (Refer n : “ 39542,250, 1928
Note 56)
Less: Equity Shares cancelled pursuant to the scheme of amalgamation n “ (05.30.00 2906)
[cer Nove 56)
Less: Equity Shares canceled pursuant to buyback (Refer Note 20 (i) and] (2717.72) 6a} azexz2) eso} zona (259)
J vy
Add: Split of shares from INR. per share to INR per shave (Refer Note 20) 122,167 2 : . * - s -
rin
Elly hares oan Tea ma) aw, aT | aw, Bary |, Boe | a ae
B Other Equity
Asa September 30,2021
Partcalans “Atala To the equally shareholder
Reserves and Surplus Toad other
‘Securities [Caplin Reserves] Capital] Share based | — Retains ‘equity
premium Redemption | payment reserve] earnings
Reserve
[Arar Mawel 3, Doar Tae Ta 7 wie ae) Imes
Profit for he period 2 aa7 ‘988.07
other comprehensive las ‘ : as) aon
total comprehensive income 2 « 3 - 92.16 982.16
Buyback of shares (eluding ta) (Refer Note 20) (29889) . g eon] @aar]
Tansier to Capital Redemption Reserve on account of buy back of shares 5a S ea] S
[Refer Note 20{i))
|share-based payments (Note 55) 3 1058 1038
[Asaf September 30,2021 : Tae a 3 aaa Ts
As at September 0, 2020
Paiealans “Atieibalable To the eqully shareholders
Reserves and Surplus Toad athe
‘Securities Capital Reserves] — Capital] Share based] —Retalnod ‘equity
prem, Redemption | payment reserve] earnings
Reserve
[Ar atMaveh 3, Bom Tes 7a oy Fanaa | toa
Pro oss for the period 7 (07647) (a76a7]
lother comprehensive las “ s 073) oz]
total comprehensive income - : : : 7720] a7720)
Buyback of shares including tax) (Refer Note 20 ii) cost. 7 : 00130)
anster to Capital Relemption Reserve on account of bay Inek of shares 2 20 . : ‘i
Refer Note 20 (i)
|Shae-based payments (Note $5) : 207 za
As at September 3, 2020 aa Ta 2 Sis EE Ts
‘As at March 31,2001
Paicalans “AtrbatabTe tothe equity shareholders
Reserves and Surplus Tair other
‘Tecartice Capital Reserves] Capital] Share based] —Retalnod equity
prem Redemption | payment reserve] earnings
Reserve
[Arar March i, BaD Tae Ta oy a
Prot fr the year 3 i303 1329.03
other comprehensive income s 066 066
total comprehensive income : : : : 18 1329.69
Bustack of shares (eluding tax) (Refer Note 20) cost. i : 4.0)
Transfer to Capital Redemption Reserve on account of buy back f shares es 29 :
Refer Note 20 (i)
|share-bosed payments (Note $5) ‘ St 88
[As at March 31,2021 aw 7a 2 B76 Tame | omar
‘As at March 31,2020
Paicalans “Alirbaable tothe equity shareholders
Reserves and Surplus Taal other
Securities [Capital serves] Capital | Share based] — Retained ‘equity
prem, Redemption | payment reserve! earnings
Reserve
[Arar March 3, 2019 Tas Ta 3 Ts cia Ta
changes in accounting policy (Refer Not 4) s S737 3737
Restated balance as at March 31,2019 2383.28 762 - vst 623120 seat
Profi for the year 7 2366.37 2366.37
other comprehensive las a : (1.09) 100)
total comprehensive income 2 : 3 - 238.97 2368.37
|share-based payments (Note 55) Z ner 5 1357
Dividend Paid (including Corporate Dividend Tas) : (387) 60337)
[As at Maveh 3, 2020 Tas Ta : 2a Zamam | Toons
As at March 31,2019
Parca “Aiiibaable To the eqully shareholders Taal other
Tasers and Surplus Taal Reaver | ShawsPonding] equity
‘Tecurlies [Capital Reserves] Capital] Share based | Retained —) and Surplus | Issuance
premium Redemption | payment reserve earnings (eter Note 56)
Reserve
[Arar March, Dore Tas Ta E = TR ae ae Sais
Pro fr the year : 76027 76.27 764.27
other comprehensive income . 107 1.07 . 1.07
raat comprehensive income : 5 : : 17684 1765.34 : 765.94
Issue of share capital : fi 1929] (09.28)
|sare-basad payments (Note 55) - 1251 - mst - 31
PAs at March 3, 2019 as Ta Bar ras Dee Sarr
‘Te accompanying nots ave an integral par of the Restated Consolidated Summary Statement
In terms of our report aaced ofthe even date
For, R.Baliboi & Co, LLP \Vedant Fashions Limited (formerly kaowa as Vedant Fashions Pivate Limited)
Chartered Accountants For and on behalf ofthe Board of Directors
ICAL Firm egistraton rnb: 3010036300005
per Bhaswar Sarkar Ravi Modi Shilpi Mogi
Partner Chairman and Managing Director Wholetine Dcsior
Membership No, 055596 DIN: oseI88 DIN 00361951
Plice: Kolkata Rahul Murarka Navin Pareek
Date: November 8, 2021 (Chiet Financial OfFicer Company Secretary

CSI Membership No: FI0672

201
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
CIN: U51311WB2002PLC094677

1.

GROUP OVERVIEW

The Restated Consolidated Summary Statements comprise financial statements of Vedant Fashions
Limited (formerly known as Vedant Fashions Private Limited) (the Holding Company) and its subsidiaries
(collectively, the Group) for half year ended September 30, 2021, September 30, 2020 and for each years
ended March 31, 2021, March 31, 2020 and March 31, 2019 that had been previously prepared and audited
as per the requirements of Companies Act, 2013.

The company is a public company incorporated under the provisions of the Companies Act applicable in
India. The Group is principally engaged in manufacturing, trading and sale of readymade ethnic wear for
men, women and kids primarily in India under the brand names Manyavar, Mohey, Mebaz, Twamev and
Manthan.

Registered and corporate office of the Holding Company is located at Paridhan Garment Park, 19 Canal
South Road, SDF-1, 4 floor, A501-502, Kolkata- 700015, West Bengal, India.

The Holding Company was originally incorporated on 24‘ of May, 2002 under the name “Vedant Fashions
Private Limited”. The Holding Company was converted into a public limited company under the
Companies Act, 2013 on August 25, 2021 and consequently, the name was changed to “Vedant Fashions
Limited”.

The Restated Consolidated Summary Statement were approved for issue in accordance with a resolution
of the directors dated November 8, 2021.

2.1 BASIS OF PREPARATION OF RESTATED CONSOLIDATED SUMMARY STATEMENTS

Basis of preparation

The Restated Consolidated Summary Statements of assets and liabilities of the Group as at September 30,
2021, September 30, 2020, March 31, 2021, March 31, 2020 & March 31, 2019 and the related Restated
Consolidated Summary Statements of Profits & Losses, Changes in Equity and Cash Flows for the half year
ended September 30, 2021, September 30, 2020 and each of the years ended March 31, 2021, March 31, 2020
& March 31, 2019 and accompanying notes to the aforesaid Consolidated Summary Statements (hereinafter
collectively called “Restated Consolidated Summary Statement”) have been prepared specifically for
inclusion in in the Offer documents to be filed by the Company with the Securities and Exchange Board of
India (“SEBI”) and Registrar of Companies (“ROC”) in connection with proposed initial public offer of
equity shares of Re. 1 each (post split) of the Company (the “Offering”).

The Restated Consolidated Summary Statements have been prepared to comply in all material respects

with the requirement of:

a. Relevant Provisions of Section 26 of Part I of Chapter III Companies Act, 2013 (the “ Act”)

b. Relevant provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (“the SEBI ICDR Regulations”) issued by the Securities
and Exchange Board of India (“SEBI”) on September 11, 2018 as amended from time to time in
pursuance of the Securities and Exchange Board of India Act, 1992

c. Guidance Note on reports in Company Prospectus (Revised 2019) (“Guidance Note”) issued by the
Institute of Chartered Accountants of India (“ICAI”).

202
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
CIN: U51311WB2002PLC094677

The Restated Consolidated Summary Statement has been compiled from:

a. Audited Interim Consolidated Financial Statements of the Group as at and for the six months’ period
ended September 30, 2021 and September 30, 2020 which is prepared in accordance with Indian
Accounting Standard 34 "Interim Financial Reporting", as prescribed under Section 133 of the Act read
with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting
principles generally accepted in India (referred to as “Ind AS”), which have been approved by the
Board of Directors at their meeting held on November 8, 2021 ; and

b. Audited Consolidated Financial Statements of the Group as at and for the years ended March 31, 2021,
March 31, 2020 and March 31, 2019 which were prepared in accordance with the Indian Accounting
Standards as prescribed under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended, and other accounting principles generally accepted in India
(referred to as “Ind AS”), which have been approved by the Board of Directors at their meetings held
on July 13, 2021, September 24, 2020 and September 16, 2019 respectively;

c. The Restated Consolidated Summary Statement have been prepared after incorporating adjustments
for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively
in the financial years ended March 31, 2021, 2020 and 2019 and for the six months period ended
September 30, 2020 to reflect the same accounting treatment as per the accounting policy and
grouping/classifications followed as at six months’ period ended September 30, 2021.

The Restated Consolidated Summary Statement are presented in Indian Rupees "INR" or “Rs.” and all
values are stated as INR Million, unless indicated otherwise.

These notes provide a list of the significant accounting policies adopted in the preparation of these Restated
Consolidated Summary Statements. These policies have been consistently applied to all the years/periods
presented, unless otherwise stated.

These Restated Consolidated Summary Statements have been prepared under the historical cost
convention on the accrual basis except the following assets and liabilities which have been measured at fair
value as required by the relevant Indian Accounting Standards.

a) Certain financial assets and liabilities measured at fair value (refer accounting policies regarding
financial instruments)
b) Defined employee benefit plans

b. Basis of fair value measurement

The Group measures financial instruments, such as, derivatives at fair value at each Balance Sheet date. Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the
presumption that the transaction to sell the asset or transfer the liability takes place either:

¢ In the principal market for the asset or liability, or

¢ In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.

203
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
CIN: U51311WB2002PLC094677

The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their best economic interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the
use of unobservable inputs.

Allassets and liabilities for which fair value is measured or disclosed in the Restated Consolidated Summary
Statements are categorized within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.

For assets and liabilities that are recognized in the Restated Consolidated Summary Statements on a
recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by
re-assessing categorization (based on the lowest level input that is significant to the fair value measurement
as a whole) at the end of each reporting period.

At each reporting date, the Group analyses the movements in the values of assets and liabilities which are
required to be remeasured or re-assessed as per the Group’s accounting policies. For this analysis, the Group
verifies the major inputs applied in the latest valuation by agreeing the information in the valuation
computation to contracts and other relevant documents.

The Group also compares the change in the fair value of each asset and liability with relevant external
sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the
basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy
as explained above.

This note summarises accounting policy for fair value. Other fair value related disclosures are given in the
relevant notes.

- Disclosures for valuation methods, significant estimates and assumptions (Note 60)
- Quantitative disclosures of fair value measurement hierarchy (Note 51)

- Property, plant and equipment (Note 5)

- Financial instruments (including those carried at amortised cost) (Note 50)

204
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
CIN: U51311WB2002PLC094677

Fair value for measurement and /or disclosure purpose in these Restated Consolidated Summary
Statements is determined on such a basis, except for leasing transactions that are within the scope of Ind AS
116, and measurements that have some similarities to fair value, such as net realisable value in Ind AS 2 -
“Inventories” or value in use in Ind AS 36 - “Impairment of Assets”.

c. Functional and presentation currency

These Restated Consolidated Summary Statements are prepared in Indian Rupee Million and has been
rounded to the nearest Million with two decimals unless otherwise indicated.

d. Recent Accounting Developments

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards.
There is no such notification which would have been applicable from October 1, 2021.

MCA issued notifications dated March 24, 2021 to amend Schedule III to the Companies Act, 2013 to
enhance the disclosures required to be made by the Group in its financial statements. These amendments
are applicable to the Group for the financial period starting April 1, 2021.

New and amended standards

Ind AS 116: COVID-19 related rent concessions

MCA issued an amendment to Ind AS 116 Covid-19-Related Rent Concessions beyond 30 June 2021 to
update the condition for lessees to apply the relief to a reduction in lease payments originally due on or
before 30 June 2022 from 30 June 2021. The amendment applies to annual reporting periods beginning on
or after 1 April 2021.

2.2 BASIS OF CONSOLIDATION

The Restated Consolidated Summary Statements comprise the Restated Summary Statements of the

Company and its subsidiaries as at September 30, 2021, September 30, 2020, March 31, 2021, March 31, 2020

and March 31, 2019. Control is achieved when the Group is exposed, or has rights, to variable returns from

its involvement with the investee and has the ability to affect those returns through its power over the

investee. Specifically, the Group controls an investee if and only if the Group has:

* Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities
of the investee)

« Exposure, or rights, to variable returns from its involvement with the investee, and

¢ The ability to use its power over the investee to affect its returns

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the year/ period are included
in the Restated Consolidated Summary Statements from the date the Group gains control until the date the
Group ceases to control the subsidiary. The results of subsidiaries acquired or disposed off during the year
are included in the Restated Consolidated Summary Statement of Profits and Losses from the effective date
of acquisition or up to the effective date of disposal, as appropriate.

205
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
CIN: U51311WB2002PLC094677

Restated Consolidated Summary Statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances. If a member of the Group uses accounting policies
other than those adopted in the Restated Consolidated Summary Statements for like transactions and events
in similar circumstances, appropriate adjustments are made to that Group member's financial statements in
preparing the Restated Consolidated Summary Statements to ensure conformity with the Group’s
accounting policies.

Profit or loss and each component of Other Comprehensive Income (OCI) are attributed to the equity holders
of the parent of the Group and to the non-controlling interests if any, even if this results in the non-controlling
interests having a deficit balance. When necessary, adjustments are made to the Restated Standalone
Summary Statements of subsidiaries to bring their accounting policies into line with the Group's accounting,
policies. All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.

There are no associates, joint ventures and joint operations of the Group.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Group has applied following accounting policies to all periods/years presented in these Restated
Consolidated Summary Statements.

a) i) Revenue Recognition from contract with customer

Revenue from sale of goods is recognized when control of the products being sold is transferred to our
customer and when there are no longer any unfulfilled obligations and that reflects the consideration
to which the Group expect to be entitled to in exchange of products. The disclosures of significant
accounting judgements, estimates and assumptions relating to revenue from contracts with customers
are provided in Note 60.

The performance obligations in our contracts are fulfilled at the time of delivery or upon formal
customer acceptance depending on customer terms where the Group acts as principal.

Revenue is measured at fair value of the consideration received or receivable, after deduction of any
trade discounts, volume rebates and any taxes or duties collected on behalf of the government such as
goods and services tax, etc. Revenue is only recognized to the extent that it is highly probable and a
significant reversal will not occur.

The Group does not expect to have any contracts where the period between the transfer of the promised
goods or services to the customer and payment by the customer exceeds one year. As a consequence,
the Group does not adjust any of the transaction prices for the time value of money.

Contract balances
Trade receivables
A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only

the passage of time is required before payment of the consideration is due). Refer to accounting policies
of financial assets in Section (e) - Financial instruments.

206
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
CIN: U51311WB2002PLC094677

b)

Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Group has
received consideration (or an amount of consideration is due) from the customer. If a customer pays
consideration before the Group transfers goods or services to the customer, a contract liability is
recognized when the payment is made or the payment is due (whichever is earlier). Contract liabilities
are recognized as revenue when the Group performs under the contract.

Assets and liabilities arising from rights of return

Right of return assets

Right of return asset represents the Group’s right to recover the goods expected to be returned by
customers. The asset is measured at the former carrying amount of the inventory and a corresponding
adjustment is made in cost of sales. The Group updates the measurement of the asset recorded for any
revisions to its expected level of returns, as well as any additional decreases in the value of the returned
products.

Refund liabilities

A refund liability is the obligation to refund some or all of the consideration received (or receivable)
from the customer and is measured at the amount the Group ultimately expects it will have to return to
the customer. The Group updates its estimates of refund liabilities at the end of each reporting period.

ii) Export benefits

Export benefits are accounted on recognition of export sales where there is reasonable assurance that
the benefits will be received, and all attached conditions will be complied with.

iii) Interest Income

Interest income is recognized using the effective interest rate method. The effective interest rate is the
rate that exactly discounts estimated future cash receipts through the expected life of the financial asset
to the gross carrying amount of a financial asset. When calculating the effective interest rate, the Group
estimates the expected cash flows by considering all the contractual terms of the financial instrument
(for example, prepayment, extension, call and similar options) but does not consider the expected credit
losses.

iv) Dividend Income
Dividend income is recognized when the right to receive payment is established, provided it is probable

that the economic benefits associated with the dividend will flow to the Group, and the amount of the
dividend can be measured reliably.

Property, Plant and Equipment
(i) Property, plant and equipment

The initial cost of property, plant and equipment comprises its purchase price, including import duties
and non-refundable purchase taxes, attributable borrowing cost and any other directly attributable costs

207
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
CIN: U51311WB2002PLC094677

of bringing an asset to working condition and location for its intended use and net charges on foreign
exchange contracts and adjustments arising from exchange rate variations attributable to the intangible
assets. It also includes the present value of the expected cost for the decommissioning and removing of
an asset and restoring the site after its use, if the recognition criteria for a provision are met.

Expenditure incurred after the property, plant and equipment have been put into operation, such as
repairs and maintenance, are normally charged to the Restated Consolidated Summary Statement of
Profits and Losses in the period in which the costs are incurred. Major inspection and overhaul
expenditure is capitalized if the recognition criteria are met.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing
the proceeds from disposal with the carrying amount of property, plant and equipment, and are
recognized net within other income/other expenses in Restated Consolidated Summary Statement of
Profits and Losses.

An item of property, plant and equipment and any significant part initially recognized is derecognized.
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or
loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in the Restated Consolidated Summary Statement of
Profits and Losses, when the asset is derecognized.

The residual values, useful lives and methods of depreciation of property, plant and equipment are
reviewed at the end of each year/ period and adjusted prospectively, if appropriate.

(ii) Capital work in progress

Assets in the course of construction are capitalized in capital work in progress account. At the point
when an asset is capable of operating in the manner intended by management, the cost of construction
is transferred to the appropriate category of property, plant and equipment. Costs associated with the
commissioning of an asset are capitalized when the asset is available for use but incapable of operating
at normal levels until the period of commissioning has been completed. Capital work in progress is
stated at cost, net of accumulated impairment loss, if any

(iii) Depreciation

Assets in the course of development or construction and freehold land are not depreciated. These assets
are tested for impairment.

Other property, plant and equipment are stated at cost less accumulated depreciation and accumulated
impairment loss, if any. Depreciation commences when the assets are ready for their intended use.

Depreciation is provided on written down value method over the estimated useful lives of the assets

and are in line with the requirements of Part C of Schedule II of the Companies Act, 2013 except certain
items of furniture as detailed in next paragraph.

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°)

Depreciation is calculated on the depreciable amount, which is the cost of an asset less its residual value.
Depreciation is provided at rates calculated to write off the cost, less estimated residual value, of each
asset on a written down value basis over its expected useful lives. The estimated useful lives are as
follows:

e¢ Buildings 30-60 years
¢ Computers 3 years
¢ Computers - Servers 6 years
e Plant and equipment 15 years
e Furniture and fixtures 5-10 years
e Vehicles 8 years
¢ Office equipment 5 years

The Group, based on technical assessment and management estimate, depreciates certain items of
furniture over 5 years. These estimated useful life is different from the useful life prescribed in Schedule
II to the Companies Act, 2013.The management believes that these estimated useful lives are realistic
and reflect fair approximation of the period over which the assets are likely to be used.

Depreciation methods, useful lives and residual values are reviewed at the end of each year/ period and
changes in estimates, if any, are accounted for prospectively, if appropriate.

Intangible assets and intangible assets under development

 

Intangible assets acquired on a standalone basis are measured on initial recognition at cost. The cost
comprises purchase price, borrowing costs, and any cost directly attributable to bringing the asset to its
working condition for the intended use and net charges on foreign exchange contracts and adjustments
arising from exchange rate variations attributable to the intangible assets.

Following initial recognition, intangible assets are carried at cost less any accumulated amortization
and accumulated impairment losses. Intangible assets acquired as part of a business combination is
valued at fair value at the date of acquisition. The useful lives of intangible assets are assessed as either
finite or indefinite.

Intangible assets with finite economic useful life are amortized over those useful life and tested for
impairment whenever there is an indication of impairment. The amortization period and the
amortization method for an intangible asset are reviewed at least at the end of each reporting period.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits
embodied in the asset are considered to modify the amortization period or method, as appropriate, and
are treated as changes in accounting estimates. The amortization expense on intangible assets is
recognized in the Restated Consolidated Summary Statement of Profits and Losses unless such
expenditure forms part of carrying value of another asset.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually,
either individually or at the cash- generating unit level.

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d)

The estimated useful lives of the intangible assets are as follows:-

¢ Computer software 3 years

e¢ = Trademark and Copyright 5-10 years

e Tenancy Right and others 5 years

¢ Brand and goodwill (acquired) by Holding Indefinite Life subject to impairment
Company testing

An intangible asset is derecognized upon disposal (i.e., at the date the recipient obtains control) or when
no future economic benefits are expected from its use or disposal. Any gain or loss arising upon
derecognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the Restated Consolidated Summary Statement of Profits
and Losses when the asset is derecognized.

For indefinite life intangible assets, the assessment of indefinite life is reviewed annually to determine
whether it continues, if not, it is impaired or changed prospectively basis revised estimates.

Goodwill is initially recognized based on the accounting policy for business combinations and is tested
for impairment annually.

Intangible assets under development is stated at cost, net of accumulated impairment loss, if any.
Non- current assets ‘held for sale’ and discontinued operations

The Group classifies non-current assets and disposal assets as held for sale if their carrying amounts
will be recovered principally through a sale/ distribution rather than through continuing use. Actions
required to complete the sale should indicate that it is unlikely that significant changes to the sale will
be made or that the decision to sell will be withdrawn.

The criteria to classify an asset as ‘Held for Sale’ is considered met only when the assets is available for

immediate sale in its present condition, subject only to terms that are usual and customary for sales of

such assets, its sale is highly probable; and it will genuinely be sold, not abandoned. The Group treats

sale of the asset or to be highly probable when:

e The appropriate level of management is committed to a plan to sell the asset,

* The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair
value,

¢ The sale is expected to qualify for recognition as a completed sale within one year from the date of
classification,

e Actions required to complete the plan indicate that it is unlikely that significant changes to the plan
will be made or that the plan will be withdrawn.

e Property, plant and equipment and intangible are not depreciated, or amortized assets once
classified as held for sale. Assets and liabilities classified as held for sale are presented separately
from other items in the balance sheet.

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e) Financial instruments
Initial recognition and measurement
i. Financial assets

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.

Financial assets are classified, at initial recognition, and subsequently measured at amortized cost, fair
value through other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them. With the exception of
trade receivables that do not contain a significant financing component or for which the Group has
applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in
the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables
that do not contain a significant financing component or for which the Group has applied the practical
expedient are measured at the transaction price determined under Ind AS 115 - “Revenue from
contracts with customers”. Refer to the accounting policies in section 3(a)(i) Revenue from contracts
with customers.

In order for a financial asset to be classified and measured at amortized cost or fair value through OCI,
it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the
principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an
instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair
value through profit or loss, irrespective of the business model.

The Group’s business model for managing financial assets refers to how it manages its financial assets
in order to generate cash flows. The business model determines whether cash flows will result from
collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and
measured at amortised cost are held within a business model with the objective to hold financial assets
in order to collect contractual cash flows while financial assets classified and measured at fair value
through OCI are held within a business model with the objective of both holding to collect contractual
cash flows and selling.

There is no financial instruments which are measured through fair value through OCI.

Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net
changes in fair value recognised in the Restated Consolidated Summary Statement of Profits and Losses.

Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e.,
the date that the Group commits to purchase or sell the asset.
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
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ii. Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through
Restated Consolidated Summary Statement of Profits and Losses, loans and borrowings, payables, or
as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings including bank
overdrafts, deposits taken and derivative financial instruments.

Classification and subsequent measurement
i. Financial assets

The Group classifies its financial assets in the following measurement categories:
(i) those to be measured at fair value through profit or loss; and
(ii) those to be measured at fair value through other comprehensive income;
(iii) those measured at amortized cost

The classification depends on the Group’s business model for managing the financial assets and the
contractual terms of the cash flows. Financial assets are not reclassified subsequent to their recognition,
except during the period the Group changes its business model for managing financial assets.

Realized and unrealized gains/ losses arising from changes in the fair value of the “financial assets at
fair value through profit or loss” investment category are included in the Restated Consolidated
Summary Statement of Profits and Losses in the period in which they arise.

ii. Financial liabilities

Financial liabilities are subsequently carried at amortized cost using the effective interest rate method.
For trade and _ other payables, the carrying amounts represents the fair value due to the short maturity
of these instruments. Realized and unrealized gains/ losses arising from changes in the fair value of the
“financial liabilities at fair value through profit or loss” are included in the Restated Consolidated
Summary Statement of Profits and Losses in the period in which they arise.

Derecognition of financial instruments
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial
asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS

109- ‘Financial Instruments’. A financial liability (or part of a financial liability) is derecognized from the
Group’s Balance Sheet when the obligation specified in the contract is discharged or cancelled or expires.

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Impairment of financial assets

The Group assesses on a forward-looking basis the expected credit losses associated with its assets carried
at amortized cost. The impairment methodology applied depends on whether there has been a significant
increase in the credit risk. For trade receivables, the Group applies the simplified approach permitted by
Ind AS 109- ‘Financial Instruments’, which requires expected lifetime losses to be recognized from initial
recognition of the receivables.

Reclassification of financial assets

The Group determines classification of financial assets and liabilities on initial recognition. After initial
recognition, no reclassification is made for financial assets which are equity instruments and financial
liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a
change in the business model for managing those assets. Changes to the business model are expected to
be infrequent. The Group’s management determines change in the business model as a result of external
or internal changes which are significant to the Group’s operations.

f) Derivative financial instruments
Initial recognition and subsequent measurement

The Group uses derivative financial instruments, such as forward currency contracts to hedge its foreign
currency risks. Derivatives are carried as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative. Derivatives are designated upon initial recognition at fair
value through profit or loss only if the criteria in Ind AS 109 are satisfied.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or
loss, except for the effective portion of cash flow hedges, which is recognized in OCI and later
reclassified to profit or loss when the hedge item affects profit or loss or treated as basis adjustment if a
hedged forecast transaction subsequently results in the recognition of a non-financial asset or non-
financial liability.

For the purpose of hedge accounting, hedges are classified as:

- Fair value hedges when hedging the exposure to changes in the fair value of a recognized asset or
liability or an unrecognized firm commitment

- Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to
a particular risk associated with a recognized asset or liability or a highly probable forecast transaction

or the foreign currency risk in an unrecognized firm commitment.

There is no other hedge instrument in the Group.
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
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8)

h)

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term
deposits with an original maturity of three months or less, which are subject to an insignificant risk of
changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term
deposits, as defined above.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as
part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing
of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to
the borrowing costs.

Inventories

Raw materials, accessories and packing material are valued at lower of cost and net realizable value.
However, materials and other items held for use in the production of inventories are not written down
below cost if the finished products in which they will be incorporated are expected to be sold at or above
cost. Cost of raw materials, accessories and packing material is determined on a First-in-First-out basis.

Work-in-progress and finished goods are valued at lower of cost and net realizable value. Cost includes
direct materials and labour and a proportion of manufacturing overheads (where applicable). Cost of
finished goods is determined on weighted average basis using retail method.

Traded goods are valued at lower of cost and net realizable value. Cost includes cost of purchase and
other costs incurred in bringing the inventories to their present location and condition. Cost is

determined on weighted average method.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs
of completion and estimated costs necessary to make the sale.

Obsolete, slow moving and defective inventories are identified and written down to net realizable value.
Leases

Group as a lessee

The Group’s lease asset classes primarily consist of leases for commercial spaces and leasehold land and
building. The Group assesses whether a contract is or contains a lease, at inception of a contract. A
contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset

for a period of time in exchange for consideration. To assess whether a contract conveys the right to
control the use of an identified asset, the Group assesses whether:

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Notes to the Restated Consolidated Summary Statements
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(i) the contract involves the use of an identified asset

(ii) the Group has substantially all of the economic benefits from use of the asset through the period of
the lease and

(iii) the Group has the right to direct the use of the asset.

At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a
term of twelve months or less (short term leases) and leases of low value assets based on the recognition
exemption criteria. For these short term and leases of low value assets, the Group recognizes the lease
payments as an operating expense on a straight line basis over the term of the lease.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease
liability adjusted for any lease payments made at or prior to the commencement date of the lease plus
any initial direct costs less any lease incentives. They are subsequently measured at cost less
accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the
commencement date on a straight-line basis over the shorter of the lease term and useful life of the
underlying asset. The lease liability is initially measured at the present value of the future lease
payments. The lease payments are discounted using the interest rate implicit in the lease or, if not
readily determinable, using the incremental borrowing rates. The lease liability is subsequently
remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the
carrying amount to reflect the lease payments made.

A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term
or a change in an index or rate used to determine lease payments. The remeasurement normally also
adjusts the leased assets.

Lease liability and ROU asset have been separately presented in the balance sheet and lease payments
have been classified as financing cash flows.

Leasehold land which is part of right of use asset is amortized over the period of lease i.e. 99 years.

The Ministry of Corporate Affairs vide notification dated July 24, 2020, issued an amendment to Ind AS
116 - Leases, by inserting a practical expedient w.r.t. "Covld-19-Related Rent concessions" effective from
the period beginning on or after April 01, 2020. As a practical expedient, a lessee may elect not to assess
whether a rent concession that meets the conditions in paragraph 46B of Ind AS 116 is a lease
modification. Pursuant to the notification, the Group has applied the practical expedient with effect
from April 01, 2020 and hence rent concession received during the year/period has been accounted as
other income.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and rewards incidental to
ownership of an asset is classified as operating leases. Rental income arising is accounted for on a
straight-line basis over the lease terms. Initial direct costs incurred in negotiating and arranging an
operating lease are added to the carrying amount of the leased asset and recognized over the lease term
on the same basis as rental income. Contingent rents are recognized as revenue in the period in which
they are earned.
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
CIN: U51311WB2002PLC094677

k)

Leases are classified as finance leases when substantially all of the risks and rewards of ownership
transfer from the Group to the lessee. Amounts due from lessees under finance leases are recorded as
receivables at the Group’s net investment in the leases. Finance lease income is allocated to accounting
periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of
the lease.
Taxation

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that
are enacted or substantively enacted, at the reporting date of each of the Company of the Group.

Current income tax relating to items recognized outside profit or loss is recognized outside profit or
loss (either in other comprehensive income or in equity). Current tax items are recognized in correlation
to the underlying transaction either in Other Comprehensive Income or directly in equity. Management
periodically evaluates positions taken in the tax returns with respect to situations in which applicable
tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

> When the deferred tax liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss

> In respect of taxable temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, when the timing of the reversal of the temporary differences
can be controlled and it is probable that the temporary differences will not reverse in the foreseeable
future

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused.
tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable
that taxable profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised, except:

- When the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss

- In respect of deductible temporary differences associated with investments in subsidiaries, associates
and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable
that the temporary differences will reverse in the foreseeable future and taxable profit will be available
against which the temporary differences can be utilised

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the

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Notes to the Restated Consolidated Summary Statements
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ii)

iii)

and shall not be reclassified to the Restated Consolidated Summary Statement of Profits and Losses in a
subsequent period. Changes in the present value of the defined benefit obligation resulting from plan
amendments or curtailments are recognized immediately in the statement of profit or loss as past service
costs.

Other Long term benefits

The Group has other long term benefits namely compensated absences for all its employees. The liabilities
in respect of compensated absences which are expected to be encashed / utilized before twelve months
from the balance sheet date are short term. Other such liabilities are considered long term.

Share-Based Payments

Selected employees of the Group receive part of their remuneration through share-based payments in
consideration for the services rendered. The fair value of the options at the grant date is calculated by an
independent valuer based on Black Scholes model.

Related costs are recognized as employee benefit expense that are correspondingly credited to share-
based payment (SBP) reserves as part of Total Equity, over the period in which the performance and/or
service conditions are fulfilled by covered employees. The cumulative expense recognized for equity-
settled transactions at each reporting date until the vesting date reflects the extent to which the vesting
period has expired and the Group’s best estimate of the number of equity instruments that will ultimately
vest. The expense or credit in the Restated Consolidated Summary Statement of Profits and Losses for a
period represents the movement in cumulative expense recognized as at the beginning and end of that
period and is recognized in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant
date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s
best estimate of the number of equity instruments that will ultimately vest. Market performance
conditions are reflected within the grant date fair value. Any other conditions attached to an award, but
without an associated service requirement, are considered to be non-vesting conditions. Non-vesting
conditions are reflected in the fair value of an award and lead to an immediate expensing of an award
unless there are also service and/or performance conditions.

No expense is recognized for awards that do not ultimately vest because non-market performance
and/or service conditions have not been met. Where awards include a market or non-vesting condition,
the transactions are treated as vested irrespective of whether the market or non-vesting condition is
satisfied, provided that all other performance and/or service conditions are satisfied.

iv) Termination benefits are recognized as an expense as and when incurred.

m) Foreign currency transactions

In the Restated Consolidated Summary Statements of the Group, transactions in currencies other than
the functional currency are translated into the functional currency at the exchange rates ruling at the
date of the transaction. Monetary assets and liabilities denominated in other currencies are translated
into the functional currency at exchange rates prevailing on the reporting date. Non-monetary assets
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
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))

deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date
and are recognized to the extent that it has become probable that future taxable profits will allow the
deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply during the
year/ period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that
have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either
in other comprehensive income or in equity). Deferred tax items are recognized in correlation to the
underlying transaction either in Other Comprehensive Income or directly in equity.

The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable
right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax
liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity
or different taxable entities which intend either to settle current tax liabilities and assets on a net basis,
or to realize the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Appendix C to Ind AS 12 Uncertainty over Income Tax Treatment

The appendix addresses the accounting for income taxes when tax treatments involve uncertainty that
affects the application of Ind AS 12 Income Taxes. It does not apply to taxes or levies outside the scope
of Ind AS 12, nor does it specifically include requirements relating to interest and penalties associated
with uncertain tax treatments. The Group determines whether to consider each uncertain tax treatment
separately or together with one or more other uncertain tax treatments and uses the approach that better
predicts the resolution of the uncertainty. The Appendix did not have a significant impact on the
Restated Consolidated Summary Statements of the Group.

 

Employee benefit schemes
Post employment benefits

Defined Contribution Plans

The Group has defined contribution plans for post-employment benefits such as Provident Fund,
National Pension Scheme, Employee’s State Insurance and Employee's Pension Scheme, 1995. The Group
contributes to a government administered Provident Fund, state plan namely Employee’s Pension
Scheme, 1995, Employee’s State Insurance Scheme and National Pension Scheme on behalf of its
employees and has no further obligation beyond making its contribution. The Group’s contributions to
the above funds are recognized in the Restated Consolidated Summary Statement of Profits and Losses
for the year/ period.

Defined Benefit Plans

The Group has defined benefit plans namely gratuity for all its employees. Liability for defined benefit
plans is provided based on valuations, as at the balance sheet date, carried out by an independent actuary.
The actuarial valuation method used by the independent actuary for measuring the liability is the
projected unit credit method. Actuarial losses and gains are recognized in other comprehensive income
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
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n)

0)

P

and liabilities denominated in other currencies and measured at historical cost or fair value are
translated at the exchange rates prevailing on the dates on which such values were determined.

All exchange differences are included in the Restated Consolidated Summary Statement of Profits and
Losses except any exchange differences on monetary items designated as an effective hedging
instrument of the currency risk of designated forecasted sales or purchases, which are recognized in the
other comprehensive income.

Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period. Earnings
considered in ascertaining the Group’s earnings per share is the net profit for the period. The weighted
average number of equity shares outstanding during the period and for all periods presented is adjusted
for events (such as bonus shares), split if any other than the conversion of potential equity shares that
have changed the number of equity shares outstanding without a corresponding change in resources.
For calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares.

Ina capitalisation or bonus issue or a share split, ordinary shares are issued to existing shareholders for
no additional consideration. Therefore, the number of ordinary shares outstanding is increased without
an increase in resources. The number of ordinary shares outstanding before the event is adjusted for the
proportionate change in the number of ordinary shares outstanding as if the event had occurred at the
beginning of the earliest period presented.

Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision-maker.

The Group is solely into manufacture, trading, and sale of branded apparels for men, women and kids.
Based on the nature of business and internal reporting provided to the management for evaluation of
the performance of the segment, the Group has a single reportable segment.

Use of Estimates and Judgments

The preparation of the Restated Consolidated Summary Statements in conformity with Ind AS requires
management to make judgements, estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities, income, expenses and disclosures of contingent
assets and liabilities at the date of these Restated Consolidated Summary Statements and the reported.
amounts of revenues and expenses for the years/ periods presented. Actual results may differ from these
estimates under different assumptions and conditions.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimate is revised and future periods affected.

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Notes to the Restated Consolidated Summary Statements
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4

1)

In particular, information about significant areas of estimation uncertainty and critical judgments in
applying accounting policies that have the most significant effect on the amounts recognized in the
Restated Consolidated Summary Statements are elaborated in Note 60.

Business combinations and goodwill

Business combinations, if any are accounted by using the acquisition method as per Ind AS 103 ‘Business
Combination’. The cost of an acquisition is measured as the aggregate of the consideration transferred
measured at fair value on acquisition date and the amount of any non-controlling interests in the acquiree.
Acquisition related costs are expensed as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at
their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities
representing present obligation and they are measured at their acquisition fair values irrespective of the
fact that outflow of resources embodying economic benefits is not probable.

Goodwill is initially measured at cost, being the excess of the net acquisition cost and any previous
interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net
assets acquired is in excess of the net cost of acquisition, then the gain is recognised in Other
Comprehensive Income and accumulated in equity as capital reserve. However, if there is no clear
evidence of bargain purchase, the Group recognises the gain directly in equity as capital reserve, without
routing the same through Other Comprehensive Income.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition
date, allocated to each of the Group’s cash-generating units that are expected to benefit from the
combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Business Combinations arising from transfer of interests in entities that are under common control are
accounted using pooling of interest method wherein, assets and liabilities of the combining entities are
reflected at their carrying value. No adjustments are made to reflect fair values, or recognize any new
assets or liabilities other than those required to harmonize accounting policies. The identity of the
reserves is preserved and appears in the Restated Consolidated Summary Statements of the transferee
in the same form in which they appeared in the financial statements of the transferor.

Provisions and contingent liabilities

The Group recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the
obligation. Provisions are determined based on best estimates of the amount required to settle the
obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect
the current best estimates. If the effect of time value of money is material, provisions are discounted. The
discount rate used to determine the present value is a pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to the liability. The increase in the provision due to the
passage of time is recognized as interest expense. A disclosure for a contingent liability is made when
there is a possible obligation or a present obligation that may, but probably will not, require an outflow

220
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

Notes to the Restated Consolidated Summary Statements
CIN: U51311WB2002PLC094677

s)

8

of resources embodying economic benefit. Where there is a possible obligation or a present obligation
that the likelihood of outflow of resources is remote, no provision or disclosure is made.

Exceptional items

Exceptional items are those items that management considers, by virtue of their size or incidence
(including but not limited to impairment charges and acquisition and restructuring related costs), should
be disclosed separately to ensure that the financial information allows an understanding of the
underlying performance of the business in the year/period, so as to facilitate comparison with prior
years/periods (where required). Also, tax charges related to exceptional items and certain one-time tax
effects are considered exceptional. Such items are material by nature or amount to the respective
year’s/period’s result and require separate disclosure in accordance with Ind AS.

The details of the subsidiaries considered in the preparation of Restated Consolidated Summary
Statements has been disclosed in Note 57.

221
\Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
(CIN: USISIIWH2002PLCO9677

Notes!
Alla

4

an

to Restated Consolidated Summary Statement
nouns are it INR Millon, unless ohoreise stated)

Part A: Particulars of Restated Consolidated Summary Statements for prior years

Reconciliation between audited Other Equity and restated Other Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars ‘As at Seplember | Asat September [As al March 31,]Asat March i,] AsatMarch | Asat April,
30,2021 30,2020 2001 2020 31,2019 2018
[Other Equity (x per audited financial statements) TS) rs Te) TOOT Sasa Cane
JAdjustments
[Change in accounting policies
(i) Ind AS 116 transition adjustment (Refer Note 4.1) : “ 2 739] z
[Other Equity as per restated consolidated summary statement of asets and liabilities 309) Bases | 106663) _ Toes S572] __6sisa7
Reconciliation between audited profi¥/loss) and restated profiy/(loss)
Particulars Forthe period | Forthe period | Fortheyear | Fortheyear | Fortheyear
‘ended September [ended September| ended March | ended March | ended March
30,2021 30, 2020 31,2021 31,2020 31,2019
[Profiy{ioss) after tax (as per audited Financial statements) wea eam Tas 26a Tan
Restatement adjustments
limpact of ind AS 116 transition adjustment
|increase\/decrease in total expenses
Depreciation of Right-of-use assets 7 s s s 57:9)
interest on lease liabilities - - - . (052380)
lother expenses - Lease cost : : : 62193,
- = = - 6509)
Tax impact of above adjustments 2 : : 2 30.67
Hrotal impact on adjustments = = = = w37]|
Restated profiyloss) after tax for the period /year wea Wea Tams] see 7] T7647]

Notes to adjustments:
Ind AS 116 Leases effective from April 1, 2019, prescribes accounting of the lease contracts arrangements. The Group had applied Ind AS 116 for preparing the Ind AS audited financial statements forthe period beginning from April
2019. For the purpose of preparing Restated Consolidated Financial Information, Ind AS 116 has been applied using the modified retrospective approach with effect from Apeil 1, 2018 as prescribed by ICDR, 2018,

Effective April 1, 2018, the Group had recognised lease lability measured at an amount equal to present value of remaining lease payments and corresponding Right of Use asset at an amount equivalent to lease liability adjusted by the

amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet immediately before April 1, 2018. ROU assets are being amortized over the period of the lease. Interest on lease abilities are
recognised as charge following incremental rate of borrowing method and lsase liabilities (including interest) are adjusted either on settlement through periodic payouts or on reversal for rent concessions negotiated with lessor.

Part B : Reconci

 

tion of total equity as per audited financial statements with total equity as per Restated consolidated Summary statement as at March 31, 2019;

The Group has followed the same accounting policy choices (transition options as per Ind AS 116) as adopted on April 1, 2019 for transition to Ind AS 116, while preparing the Restated Consolidated Summary Statement for each of the
period /year ended September 30, 221, September 30,2020, March 31, 2021, March 31, 2020 and March 31, 2019. As specified in the Guidance Note the equity balance computed under Restated Consolidated Summary Statement for the
year ended March 31, 2019 andl equity balance computed on transition (using modified restrospective approach) to Ind AS 116 on April 1, 2018, differs due to restatement adjustments made for year ended March 31, 2019. Accordingly,
following balances as at March 31,2019 of the Restated Consolidated Summary Statement has not been caarred forward to opening balance sheet as at April 1, 2019, The reconciliation difference is as below:

 

 

 

 

Particulars [Right of Use Asset] Defermed ax] Retained | Lease Liability
earings

[Restated balance ae at Mach i, 2019, T350 wee GIS Teo

[Add: Adjustment on account of transition to Indl ASTIG 76 3067 3737 (0)

[Balance as at April 1, 2019 after adjustment of impact of adoption of Ind AS 116 wey April, 2019 as per audited financial 7058.26 12035 ‘oa5120 16.95

statement for the year ended March 31, 2020

 

 

 

 

 

 

 

Past C- Non adjusting events

3) Audit qualifications forthe respective years, which do not require any adjustments inthe restated consolidated financial information are as follows:
4) There are no audit qualification in auditor's reports on the financial statements for six months period ended September 30, 2021, September 30, 2020 and financial years ended March 31, 2021, March 31,2020 and March 31, 2019,

»b) Emphasis of matters not requiring adjustments to restated consolidated summary financial information:
41) Emphasis of matter forthe period ended September 30, 2021

"We draw attention to Note 57 of the accompanying interim consolidated Ind AS financial statement which describes the impact of COVID-19 pandemic, and its possible consequential implications, on the Company's and its subsidiaries
‘operations. Our opinion isnot modified in respect ofthis matter.

2) Emphasis of matter forthe period ended September 30, 2020,
‘We draw attention to Note 57 of the accompanying interim consolidated Ind AS financial statement which describes the impact of COVID-19 pandemic, ad its possible consequential implications, on the Company's and its subsidiaries
‘operations. Our opinion isnot modified in respect ofthis matter.

3) Emphasis of matter forthe period ended March 31,2021,
‘We draw attention to Note 58 of the accompanying, financial statement which describes the impact of COVID-19 pandemic, and its possible consequential implications, on the Company's and its subsidiaries operations. Our opinion is
‘not modified in respec ofthis matter."

4) Emphasis of matter forthe period ended March 31, 2020

‘We draw attention to Note 58 of the accompanying financial statement which describes the impact of COVID-19 pandemic, and its possible consequential implications, on the Company's and its subsidiaries operations. Our opinion is
‘not modified in respec ofthis matter."

(6) Other matters reported in the Annexure to the Auditors’ Reports issued under Companies (Auditor's Report) Order, 2003 (as amended), on the financial statements of the Holding Company and its subsidiaries for the years
fended March 31, 021, March 31, 2020 and March 31, 2019 which do not require any adjustment tothe Restated Consolidated Summary Statement are as follows:

222
\Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
‘CAN: USI311WH2002PLC091677

Notes to Restated Consolidated Summary Statement

(All amounts ave INR Millio, ness these stated)

42

For the year ended March 31, 2019

1use (i (c) of CARO 216 Order
‘According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the company except for following immovable
properties aggregating net block of INR 482.07 Million as at March 31, 2019. As explained to us, registration of title deeds is in progress in respect of such immovable property.

“Type of Property ‘Gross Block Net Block
ag S55 E5|

[Freehold Land 3373] 53.72
fTotal 3335 82.07]

 

Clause (vil (¢) of CARO 2016 Order

‘According to the records of the Company, the dues of income-tax, sales tay, service tax, duty of custom, duty of excise, goods and service tax, value added tax and cess on account of any dispute, areas follows =

 

 

 

Name of the statute ‘Nature of dues] Amount Period to] Forum where
which the | dispute is
amount relates | pending
Tamil Nadu VAT Act, 06 tev of VAT on Oae} aioe — [Sales tax
Jertain goods to2011-12 | Appellate
Tribunal
West Bengal VAT Act 2005 Disallowance of 12a] S0TTTE —]West fengal
claim of input tax Commercial
lredit Taxes Appellate
& Revision
Board

 

Forthe year ended March 31, 2020 and March 31, 2021
use (vil (c} of CARO 2016 Order

‘According to the records of the Company, the dues of income-tax,salestay, service tax, duty of custom, duty’of excise, goods and service tax, value added tax and cess on account of any dispute, areas follows =

 

 

 

 

 

 

 

 

‘Name ofthe statute ‘Nature of dues] Amount Pariod to] Forum where
which the | dispute is
amount relates | pending
Tamil Nadu VAT Act, 2006 Levy of VAT on O56] — 3008-10 [High Cour,
certain goods to 2011-12 _ [Tamil Nadu

 

Part D: Material reclassification

Appropriate regroupings have been made in the restated consolidated summary statements of assets and liabilities, profit and loss and cash flows, wherever required, by reclassification of the corresponding items of income, expenses,
asses, liabilities and cash flows, in order to bring them in line with the accounting polices and classification as per the interim Consolidated financial statement ofthe Group for the six months period ended September 30, 2021 prepared
in accordance with Schedule II ofthe Act, requirements of Ind AS 1- Presentation of financial statements and other applicable Ind AS principles and the requirements ofthe SEBI ICDR regulations, as amended,

 

{In order to allign classifications for all periods presented with those of the latest period, the Group has reclassified fixed deposits with financial institutions from ‘Other Bank Balances" to "Current Investments as on March 31, 2021 and
March 31, 2020. Management believes thatthe revised classification reflects the nature ofthe asset more appropriately. The "Current Investments" and "Other Bank Balances’ forthe previous year has been reclassified for comparative
purposes. The aforesaid revision has no impact on the financial postion and profits earned by the Group forthe reported periods.

 

 

 

 

 

 

[As at March 31, [As at March 3,
Particulars Po Ey

[Current Investments S50 “E00

other Bank Balances 25.00) (498.00)

 

223
‘Vedat Fashions Limited (formerly known as Vedant Fashions Private Linited)
‘CIN: USIS11WH2002PLCO9467

Notes to Restated Consolidated Summary Statement

(Al amounts are in INR Milo, nes othenvise stated)

 

5. Property, Plant and Equipment, Right of use assets and Capital Workin Progress!

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars High of wena Propety Pant ad Equipment Copia Work

Tad] Building | Tora Toad Tank] Walldings | Buildings] Plant and | Fornture | Computer | — Office in Progress?

Freehold | Leasehold Leasehold | equipment | and eauipmenta
Aiatares
[Grow Block
[Asat March 3, 2018 7 ; : oo] Geer | aa as Te oo as Bae aa] ae Ts
Recognised pursuant to adoption of Ind AS 16. at April, 208 (Restated) (Refer Note 4) asset] 1565.61 = - = 7
Reclassification pursuant to adoption of Ind AS 116 eso] tsar] 24662 =] ss) 05.43) - : ae) -
aaitions - ass | ass 3 3 an oe asa mo 3 a7 nse
Disposal (61320) 650] (61694) - - ex ery) 052 2.93) 79} @.16] -
[As at March 3,200 = Zaoass [2528s m0 : Teor = ss [Tans 1726 S257 338 [won er
lad AS 116 transition adjustvent (Refer Note) : (@o039)] 9059)
raaaions sa] asa Tas 7 oT 37 Br Tis es os | 7a WT
Disposals : : : : - - (176) 25) 010) (11) cn} (sai -
[Trnsier : : - _ " " : E : : : ann)
[As at March 3, 2000 ~ > Sass| aa wos = anna = a6 | Bans BEE wee ea | aro :
Aaaitions . sas | 2475 . . 9.0 201 eas ae 048 - mas 2a
Disposals 2 s285)) (18285) : 2 Zi : oss 55.63) an) 18.78) (13) 049] .
[Asat March 3, 2007 SP 365.353 565.3) war = Toa = the) [17835 25.56 e778 neat [7206 ar
[Asa April 1, 2020, =| sass) s2asas) 89.03 . out < ass6] 22905 232 86.08 sea | 10.30 “
aaitions : soos | 19005 . 1.90 42 149 028 " 2 oa
Disposal : @75) 825) - = - : (076) 00) 010) on) 600] 2n}
[As at September 30,2080 = [San 73} 30875) war : an = a6 | ess 2551 25 505 0 MERE] :
[Asa Apt, 2021 =| 35653) 3565.3) 39.03 - moa si sue | 17955 25.65 78 san | 10206 2a
aaaitions . 89 | 66680 _ : : - 22 ost 7 266 10
Disposals : 239.39 23929) - : on 225 (005) (oan 3 (13) 2
[Asat Seplemiber 50,2021 = 39723) 3972.5) wos = Ta = as [17639 2373 2 Tear | 700.0 =a
T

Accamalated Depreciation
[Asat March 3, 2018 s = = = Tae ar TT ie aT oe Tar aa] ase 7
Reclassification pursuant to adoption of Ind AS 116 x . 330) asi} 5 * 3 1s}
|cnarge or the year 10] sess] seas 4 2608 168 aw a9 1269 as m6 E
Disposals 30 130) - - 0.0 145) 038) 5) 13) 623] :
[Asai Mana 2007 5 sas [ess | : 5 ei = 30 372 10390 Er 72s | Teast z
Ind AS 116 wansition adjustment (Refer Note) =| 555)) (56535),
Carye for the year Z 76821 76321 - : 25.00] 157 20.03 5.08 v0 2s o3.9 :
Dispos 2 2 é 3 zs (0x3) (16) 10) (100) 94) (133) Z
[Asat Mar 3 2000 = 7a | aa = = ms = oH 32.09 15.55 0 tam | _aaar =
|crone forte year s wot | 631 z 7 2696 2 18 seit 5a 1556 10 ara =
Dispos : (89) (889) 7 7 2 049] 08.5) (198) 2 Gt) 370] .
[Aeat Manh31 2007 [08s Ts. = = Ta = 358 Bs Tr 337 3077 | aso =
ast April 1, 2000 : ran | 721 : : 9078 : re 2.09 15865 48.00 wae | — 2a87 :
lone forthe period : wos | 43052 : 26 os a5 230 437 085 4 .
Disposal Z 129) (129) 2 2 049) (000) 009) oa] (323) :
[Asat September 30,2030 [isa a z zs Ts z Sar [ious 35.16 3o.i8 3001 [sa :
[asa April 12021, | assos) 1530.5) = : un . 568 99.58 wo saz sor | sara0
[cone forthe peiod - asm | 43379 . as : 080 ao 201 305 os 2098 .
Disposals : sus) (15069 s coon] 00 wos} oan) = cai 5
[As at September 50,2057 [ss = = Tie = a8 [W087 280 33 Tar] Bea =
Net Block
[Ast March 3,200 = [96530] 7953) Eo = ose = Ts BoE 6 ae waa | ear eT
[Asa March 3, 2000 [Banas 2 5 = 039 = Suz | Hear ais ar sar] ara =
[Asat March 3, 2031 = [203470] 2.03470) 39.05 = 283 = 3.01 7397 a 8 Baa | 70076 Bar
[Asa September 30, 050 =p 2aia29 | 22 9.05 = 30770 = Tos | ais 7s Bae a9 7a :
[Aza September 30,2021 = [2209.10] 209.10) 38.05 2 3798 = 320 oT 33 The a] 7a a0

 

(1) On wansition to Ind AS wie April 2016, the Group had opted to continue with caeying values of ems of property, plant and equipment measured as por the previous Indian GAAP and had considered those carrying values as deemed cst of respective ems of property, plant and equipment
(2) The Group implemented Indian Accounting Standard for Leases ("ind AS 116") with effct from April 1, 2019 using the modified reteospective approach without adjusting Uke comparative period. For the purpose of preparing Restated Consolidated Summary Statement, Ind AS 16 has been applied using the modified
retrospective approach with effect rom April 1, 208, The ight of use assets comprise of land and budings (including retail stores) taken on ease. (Refer Noted)

(6) Represents furmiture& fixtures and ofice equipments under installation

(4) For lien charge details against propeety, plant and equipment Refer Note 53.1
“Amount is below the rounding off norms adopted bythe Group.

224
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CIN: US1311WB2002PLC094677

Notes to Restated Consolidated Summary Statement

(All amounts are in INR Million, wiless otherwise stated)

5:1 Title deeds of immovable property not held in name of the Holding Company - Based on the requirements of Amended Schedule IIT

 

 

 

 

 

 

 

 

Relevant line Reminthe | Description of | Title deeds held in the name] Whether Gtle deed | Gross careying | Property held | Reason for not being held in the
Balance sheet item of property of holder isa promoter, | value as on March| since which | name of the Holding Company
director of relative | 31,2019 date
of promoter/director
‘or employee of
promoter/director
Property, Plant & Equipment [Buildings [Sejan Realty Private Limited [No ROSS | August, 2016 [The same was under construction
phase,
Property, Plant & Equipment |Land- Freehold [Sajan Realty Private Limited [No 3572 | August, 2016 [he same was under construction
phase.
TOTAL, 33425

 

 

 

 

The property was subsequently registered in the name of Holding Company on November 7, 2019.
52 Capital Work in Progress (CWIP) ageing schedule - Based on the requirements of Amended Schedule II

As at September 30, 2021

 

 

 

 

 

 

Particulars ‘Amount in CWIP for a period of
Lessthan I year T2years Total

Projects in progres 650 = 650

[Total 650 : 650

 

As at September 30,2020
Particulars ‘Amount in CWIP for a period of

Less than lyear TZ years Total
Projects in progres E z E
[Total 7 : S

 

 

 

 

 

 

As at March 31, 2021

 

 

 

 

 

 

Particulars ‘Amount in CWIP for a period of
Less than 1 year T2years Total

Projects in progres a7 z 2a7

[Fotal 247 z a7

 

As at March 31, 2020
Particulars “Amount in CWIP for a period of

Tessthan I year T2years Total

Projects in progress = :

[Fotal 7 z z

 

 

 

 

 

 

 

As at March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

Particulars “Amount in CWIP for a period of
Less than 1 year T2years Total

Projects in progress TLSt Tas Ber

[Fotal Ts 183 13.67

 

(1) There are no projects as on each reporting period where activity had been suspended. Also there are no projects as on the reporting period which has exceeded cost as compared
to its original plan or where completion is overdue.

) There are no CWIP with ageing above 2 years.

 
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CAN: Us1311WB2002PLC094677

Notes to Restated Consolidated Summary Statement

(All amounts aren INR Millon, unless otherwise stated)

6 Intangible Assets!

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars ‘Other Intangible Assets Tntangible assets
[Computer software] Tenancy right’ | Trade Mark, Brand Toul ‘under
Others? development’
[Gross Block
[As at March 31, 2018 Brat 1005 56 Tans Tat6a6 790
Additions - 16h - 282 446 905,
Disposals - (0.02) - - (0.02) -
Transfers - - - : - 23)
[As at March 31,2019 Brat Te, 56 T3397 T5080 Taz
[Additions = RS 759 73.6 Ta6.00 1.06
Transfers - = : : : Bo)
[As at March 31,2020 Brat aa, Tas Tsa7as TST60 254
Additions = 152 - 1s? 3.09 040
Disposals = 276) 2 - 70) =
Transfers = = - - - 56)
[As at March 31, 2007 rat Tas Tas TSRS7O Terras 138,
As at April, 2020, ara 1252 77a5 1458713 167680 254
[Additions = 035 2 i 035, :
[As at September 30,2030 rat Ta87 Tas Tsar Ter7as 2
As at April 1, 2021 wrt 1128 a5 1388.70 467733 138
[Additions = 250 22 024 496 012
Disposals = x z : (036)
[As at September 30, 2021 rat 18 757 PECK T5809 Tia
(Accumulated Amortsation
[As at March 31, 2018 =z oe Bie 08 Tas a
Charge for the year - 201 : os7 298 -
Disposals : (oon) : - oon) -
[As at March 31, 2019 = ae 36 156 15.5 =
Charge for the year = 200 1263 1561 3028 -
[As at March 31,2020 = Toa 779 17a7 B39 =
Charge for the year = 158 1440 3587 S185 -
Disposals - 276) : - 270) -
[As at March 31,3037 s 925 aaa 3308 74.48 =
As at April 1, 2020 2 1043 1779 war 4539 -
Change forthe period S 082 72 781 1585 :
[As at September 30, 2030 = 7125 Bor 24.98 eae =
[As at April 1, 2021 = 925 3219 33.08 7448 =
[Charge forthe period Lot 738 7.96 1638 2
[As at September 30, 2031 = 7029 3057 00) 30.86 =
Net Block
[As at March 31,2019 rat 3a = Tsiza PSEC Taz
[As at March 31,2020 rat 209 B36 1369.96 163141 254
[As at March 31,2027 Br 205; 4.96 1355.66 1,602.65 138
[As at September 30, 2030 rat Te S24 T3625 T6159 254
[As at September 30, 202 rat 3a9 39.80 3H7.98 139123 FEC}

 

(2) On transition to Ind AS w.e- April 1, 2016, the Group had elected to continue with carrying values ofall intangible assets measured as per the previous Indian
GAAP and had considered those carrying values as deemed cost of respective items of intangible assets.

(2) Based on the information provided to and used by the Chief Operating Decision Maker, the Group had identified that i's only Cash Generating Unit (GU) is
‘Branded fashion apparel and accessories to which the goodwill and brand (with indefinite life) acquired in earlier years through acquisition of business, has
been entirely allocated. The carrying amount of goodwill and brand as at September 30,2021, September 30,2020, March 31, 2021, March 31, 2020 and March 31,
2019 is INR 157.11 Million and INR 1,505.83 Million respectively.

 

Following key assumptions were considered while performing impairment testing annually
The recoverable amount has been calculated based on its value in use estimated as the present value of projected future cash flows.

 

 

 

 

 

[Key Assumptions ‘March 31,2021 [March 3, 2020 | _Mareh 31,2019
[Annual growth rate for next nancial years To.00% To.00% 5.00%
[Terminal growth rate 00% 500% 5.00%
[Weighted Average Cost of Capital % (WACO) before tax (Discount ate) 78% 13.00% 550%

 

 

 

 

 

10% growth rate has been considered after the financial year 2022-28 based on normal sales of financial year 2019-20
10% growth rate has been considered after the financial year 2021-22 based on normal sales of financial year 2019-20

 

The projections cover a period of five years, as the Group believes this to be the most appropriate time period over which to review and consider annual
performances and thereafter fixed terminal value has been considered, The estimated future projections are after considering past performance and expected
‘normal future performance excluding disruption caused by the pandemic,

Weighted Average Cast of Capital % (WACC) = Risk free return + (Market risk premium x Beta for the Group)
‘The goodwill and brand (with indefinite life) are tested for impairment annually and based on such testing, no provision towards impairment has been considered
necessary in each of the period/year presented. Further based on Management assessment there is no trigger for impairment as on September 30, 2021 &
September 30,2020.

‘The Group has performed sensitivity analysis around the base assumptions and has concluded that no reasonable change in key assumptions would result in the
recoverable amount of the CGU to be less than the carrying value.

  

(@) Represents usage rights acquired under license arrangement from Kolkata Municipal Corporation as recorded permit holder.

(@) Represents applications made for various trademark registration in various countries,

226

 
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CAN: Us1311WB2002PLC094677

Notes to Restated Consolidated Summary Statement

(All amounts aren INR Millon, unless otherwise stated)

 

Intangible Assets Under Development (AUD) ageing schedule

Asat September 30,2021

 

 

 

 

 

 

Particulars ‘Amount in TAUD fora period of
Tessthanl year | 12years Zayears | More than Syears Total

Project in progress 023 = oa Dat Te

Total 023 = ‘a0 O51 Lae

 

Asat September 30,2020

 

 

 

 

 

 

Particulars ‘Amount in TAUD fora period of
Tessthan year | 12years Bayears | More than Syears Total

Projects im progress ‘003 osy Tat 723) ar

Total 0.03 88 034 129 258

 

‘As at March 31,2021

 

 

 

 

 

 

Particulars ‘Amount in TAUD fora period of
Tessthan year [12 years Bayears | More than Syears Total

Project in prowess 020 = ae 0.66) ae

Total 020 = 052 0.66 138

 

Asat March 31,2020

 

 

 

 

 

 

Particulars ‘Amount in TAUD for a period of
Tess than year | _1lyears ‘Zayears | More than Syears Total

Projects im progress 003 O77 0st 720) Se

Total 03 a7 058 120 254

 

Asat March 31,2019

 

 

 

 

 

 

Particulars ‘Amount in TAUD fora period of
Tessthanl year | 12years Bayears | More than Syears Total

Project Tm progress 32 720] Te Taz

Total 329 120 16 = Taz

 

 

 

 

 

 

 

 

‘There are no projects as on each reporting period where activity had been suspended. Considering the nature of intangible assets under development , there are no
projects as on the reporting period which has exceeded cost as compared to its original plan or where completion is overdue.

227
‘dant Fashions Limited (formerly knowin as Vedant Fashions Private Limited)
[Note to Restated Contlidsted Summary Statement
(Allaness rein INR iio, wes trie aed)

 

“Real Sepleniber | Ava Sapien | Rea Man 3H, [Rat Mach, | Ava Mach,

 

 

Vavestmeat in bande and debon

[Quotes

|Atsmortsed cont

National Highways Authority of india as naa eo na
210.000 ant a parva of INR 1,00 each) (September 82029-21000 uns a pr va of INK 100) each) (March, 202-2100 unt a pr va

of INR 1,00 each (Mr 31, 2120-21000 units at parva of INR 1,00 each (Mare 3, 2019-NIL)

Tata Capital Finacial Service Limited m6 2090 | mas
| september 30, 221» NIL) (eptember 30, 2020-20 ute a par va of INK 19.000 each) (March 31, 221-20) units at pa vale of INR 10,0000 exc)

torch, 20-200 ants t pr vale of INE 100,000 each (Mare 31, 2019 NIL)

D8 Financia Series Limited ae
epee, September 2) Mh, - NL Man, 280-NI Mach t-2919- 20am paren of NE

Jsch)

At fae value throug profit and lows
ciet Bank Limited 1.80 1st
50 unite at par value of INK 100,00 each September 3, 2020- NIL) (March 31, 2021-150 unit par valu NB 10,0000 esc) (March 31, 2020- NL}

[otarch 31, 2019-NiL),

HDR Bank Limited 15788 116.08
[050 unite at par value of INR 100,00 ech) (September 3, 2020 NI) (March 31, 2021-150 un at par valu of INR 1.09000 each) (March 31,2029,

NIL) (ech 31 2019- NIL)

Frost wa ed aa was a
ep gai anal wales ol Guated resin eed ore cig Ee Bas

 

 

 

(unsecure considered good, une otherwise tated)

 

‘Asal Seplember | AvatSeplember | Asat veh i, [Asat March3T,[ Ava arch,

 

 

 

 

 

he 30,2001 30,2020 221 220 2a09

lAtamonined cont
seesty depos

Conehdred good asi71 mass 026 seas? aan

Considered doubiflsigntcant increase credit sh) 030 at 030 033 0s
ae Codi mpd 2) ‘oan 029) os fe)
ek deposi with remaining ati rai than 12 mci! 039 273 ox a2 020
tert wcroed on ied depen aus 1s om on m9
Loan to employees ape on fans on oz
oan to Others am
[Fou a =o ma ase 35

(0) Represents hak deposits og with les a authorities which er interest ranging fom 40% o 640% September 30 21M) 60% pata 7.75%) (March 1, 202 4.50% 4 640%) (March 3, 220-6) (March 31,2019 6% 19775).

Deferred tan ants Nom current (nt)

 

‘Aral September | Avat September | Avat Marchi, [Avat Marcha, | Avat March,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peli, ‘30,2001 ‘03000 20a 20 2ni9
[Defered Tax Ate
Provsion f expece ale eu fet) an ows 19 oat on
Loe babies 3 as 1653 2a 40
rough feeward busineslonss and unabsebed depreciation ubsiiry) 22 1031 Sst
loters 2a 190 7 2a om
tal Defered Tax Asal ry sai Be ze a7
etersed Tax Liabilities
Temporary diferencesincarying value of propery plant and equipment intangbie sus and sght of sc assets betcen hooks of accounts nd zat nw 108 1964 a
otal Defered Fax Gabon ar a Ta Tar =
[Nation occa THT zed ar oe a
(thea antes - momenrent
(essere considered ood)

yuan a

sa, 2001 30,2020 2m 229 2009

[Capa vanes (Ror Nowe 103) RAE Rar aa ae Ge
lPeepeid expenes 070 128 ass 051 033
advances recoverable in ch oid 60 10 69
Roane wih sattory/pvernment authorities us uz us 1 1s
[Four mae wa a ear wa

 

 

Dring prior year the Group had ented into an agrecment with a repute real tate developer for joint development of parcel of land aqui by the Group under longterm las of 9 years rom West Bengal Housing Ifeastractare Development
(Corporation Limated. Consequen 9 such agreement the Group had tarterred possession of such Lin pare in Hew fli the Group was ented to a share of the area/space to be constructed therson.Actordngly, the Group had derecoprined
such leasehold land from propecy, plant and ejuipment and considered is conta capital advance pending poses of iy share of constructed area/space. Canto the lind tranatered was considered more aiably measurable pending
fommencement of construchon Bue valuation exer candace By an enteral val, fr value of the lenchol land ws considered equivalent to the costo lad wanslrred. Subsequent, the Croup ha exercised an exclusive aa revere
‘pton ranted by the aforesaid developer, to convert such aea/space sharing arangement sto the reverse sharing arrangement in terms of which dhe Group ened to rece certain agreed percentage of proces from sale of the contracted
sre/spece to thin prion Share of ele proceeds rived tom developer rl lx adjeid agnnet capa advance on naar of contol ofthe rapectve cortreied apace wich wil eincde wth handover f poset Io cuslocer. Pending eich
handover of possesion, advance owards als proceeds received il September 3, 2121 aggregating INI 395.16 Milion (net of CST) [Seplember 3, 2020- INK 151.58 Non (set of GST, March 3,221 - INR 321.37 Millon (net of CSI, March 1,
[MBD- INRA Millon (nt of GST), March 31, 2019 Nil as been sneered ss Advance om exsemer™

 

‘Advances towards sales proceeds aggregating INR 73.79 Mion reived during sx months ended Sepember 30, 202, INK 5189 Mion recived during sx months ended September 3) 212) and INR 221.88 Mion receved during the nancial year
212021 had been reported aca ls rom Investing Activities inthe Cash Flaw Statement fr that epective year. Hitherto, such advances tora sales proces were bang repeste av cash inflows from Operating Activites in Canh Fle
Statement of prior year. Management belies that he revs cassfiation rakes the nate ofthe wansachon more appropriately. The Cash Flow Statement for the Hara year 2019-29 has ben eased for comparative purposes Consequently, nt
‘ah Bows foo Investing Actives dung th fnncal year 2016-20 fas incensed by INR 9969 Milion with comespondingeodction of cash Aows Ge Operating Actives by an equivalent amount. The aoe revit hat na impacto the
‘Snail position of and profits earme by the Group forthe reported yrs

“Tax ase (nc): Now current,

“Ae atSeplember | AvatSeplember | Avat March i, [Asat Marchi, Avat March,
32021 2020 2m 220 an19

[aaanca acon Gn aot provion To ta Tas ans om a oe
frou Tai50 OLA ao 5, Ta

 

(0) Non currant tx abet net of provision fo aati amounting o INK 3268.75 Millon ab on September 30, 221 (September 3,202 - INR 2919.48 Millon (March 3,221 INR. 2,969.8 Min) (March 31,2020 - INR 2.08.8 Mion) (March 31,
2019-INK2950 Millon)

228
‘dant Fashions Limited (formerly knowin as Vedant Fashions Private Limited)
[Note to Restated Contlidsted Summary Statement
(Allaness rein INR iio, wes trie aed)

 

 

 

 

 

 

 

 

 

Tucainw ‘Re atSepiember | AvatSeplember | Avat Nareh'i, [Asat Marchi, PAvat Marek,
32021 2000 221 220 2a09

[Atlower of coat and pt vealisable value

aw materials (Refer Not 368) sai m2 1653 2735 997
Acessories and packing material (Ref Note 48) a1s| 2a sas stot 675
Work in progress (Refer Note 38) 868 m7 vo 26898 19690
Finished goods (Refer Note 3) [Including in rant INK 37 Millon (September 30,200 - INI 3.19 Million) (March 1, 2121 - INR 3472 Mion) (March 505 x70 0836 ssn 25155
512020 -INB& 20.07 Dion) (March 1, 201% INR 1.08 Millon]

stck-in rade Refer Note 38) Inlading in tari INR 32-38 Millon (September 3, 2020 - INK 1622 Millon) (Mech 3,22 - IN 2470 Méilon] (Mare ssa wat aun wa mu
st, 2020-INB 12.26 Mion) (March 31, 201% INR 123 Millon]

How pe 1930 onze] 1837 wa

 

 

(0) For deta fen / change aint the inventor Refer Note 53.1

(2 Incadesall inventories ying with hid partes pgrepating INK 276.16 lion (September 30 2020- INR 1804 Mion) (March 31,2021 -INR241.2 Millon (Mach 3, 2020,

NB 366.08 Mion (March 31,2009,

INR26542 Milo).

 

 

 

 

yal “Ar atSeplember| AvatSepleniber | Raat awh I, [Raat March] Avat March,
ule 0 2021 30,2020 221 220 2n19

Vsvenieats i debeaiass

[Quoted

|Atamortsed cont

kok Mahinda ime Lite 2am

| eptember 3,202 NIL) (September 0, 2000 NIL (March 2121 - NIL (March 31,2029 - NIL (March 32, 2019-250 us at par vl of IN

Ho, 000 ach)

kotk Mahinda Investments Limited aust su

september 30,2021» NIL September 30, 2020-30 units at par value of INR 100000 each (March 31, 2021 - NIL) (March 31,2020 300 nis

par value of INE 1000000 ese) (March 31, 2019 NIL

D8 Financia Series Limited mana mm

september 30,2021 - NIL September 30, 2020 250 units at par value of INR 100000 each (March 31, 2021» NIL) (March 31,200 -250 unis

[or valucof INF 1.00000 es) (March 31 2019 NL)

Tata Capital Finacial Services Limited 2030

200 ants pr vale of INK 100,00 each) (September 30, 2020- NIL) (March 1 2021 -NIL) (March 1 2120 - NL) (March 31, 2019- NIL)

lunguoted

|atamortned cont

ltousing Development Finance Corporation Limited S160

[eptember 3,200 NIL) September 30, 2000 NIL) (March, 2121 - NIL (March 31,2020 - NIL (March 31, 2019-500 uns at par vl of IN

0000 ach)

avesonats in atl fonds

[Unguoted

At fair value throug profit and lows

Kotak Equity Arbirage Fund - Diet Pl om674

september 0, 2021 NIL) (September 0,200. NIL) (March 31,2021 - NIL) (March 31, 202) - NIL (Mare 31, 201916854524 unt at pave

of INR 1 each)

otk Liquid Fund - Direct Pan - Groh sou e357 rosa] 150628 77065

23521 unt at pa valve of IN 100 each) (September 30 2120 -1,62073 units a par value of INK 1000 each) (March 31, 2121-39083 uit a par

[val f INK 1,00 cach) (March 3,200» 375,175 unt at par val of INK 100 each) (March 3, 2019-12502 unis at par valueof INR ID ea)

Dre Liquid Fund - Dine Plan - Groth Option az 0 128834 stot

25.685 units a par value of INK 1,0 each) (September 30) 2120-105 units at par value of INR 1,00 each) (March 31, 2121-31860 une a par

val FINK 1,000 each) (Mare 31,200. 243,44 unt at par vale of INK 1,00 each) (March 3, 209 - NIL}

aya Bsa Su Life Liquid Fund -Geowth - Dine Pan sa

september 50,2021 - NI) (September 30,2020 NIL} (March 3,221 - NIL) (March 3,202 NIL) (March 31,2019. 130.342 units a par vale of

Nie 10 eat

Jans Corpse Debt Fund - Diet Groth soa re os

is 53A52 uns at por value of INK 10 each) September 30, 202 -575.459 unis a par valu of INR 10 ach) (March 1, 2001-57545 unite a par

sl FINE 10 cach) (March 31, 2020-NIL) (rch 31, 2019- NIL)

axis Tresury Advantage Fund - Diet Growth 153 aot ama

ast units a par value of INR 1.00 each (September 30 2120 - 1.60 nits at pa value of INR 1,000 cach) (Mach 31,22 41,604 unite a par

ale f INK 1,000 each) (Mare 31,2000: NIL) (Mare 3,209 - NIL}

HD Corporate Bond Fund - Diet -Ceowth m0 2am

991507258 ans at par value of INE 10 each) (September 30 2120 - NL) (March 31, 2021-87268 units at pa value of INK WDaach) (March 31, 2020,

IN) (Mae 3, 2009 -NIL)

DEC Money Marke Fund - Dirt Plan - Growth sae soat S15,

S00 unite a par value of INR 1.0 each) (September 30 2120 1,50 units at pa value of INR 1,000 cach) (March 31,22 1,500 unite a par

ale FINK 1000 each) (Mare 31,2000: NIL) (March 3, 2019 - NIL}

ictet Prudential Corporate Bod Fund - Diet Plan Growth mon as

051,615 units at par value of INR 10 each) (September 30, 2020 -NL) (March 31, 2021-51513 unt at par value of IN Dench (Merch 31, 2000,

IN) (March, 209 -NIL)

icict Prudent Banking ane PSU Debt Fund - Dirt Plan - Growth nao sau] ns

20.2861 unt tp value of INK 10 each) (September 30, 202) 30,2856 unite a parva of INI 10 cach) (March 31,2021 28561 wit at par

[sli of INR 10 cach) (March 31, 2020-NIL) (re 31, 2019- NIL)

icici Pradentil Money Market Fund - Direct Plan - Growth 048s 10s ame

48358 ants at par value of INR 10 each) (September 30, 20M) 3.48358 units at par value of INR 100 each) (March 31, 2121-3458 unit a par

bale f INR 10 each (March 3,200 NIL) (March 3,209 NIL)

HDF: Corporate Bond Fund - Dict Plan - Growth ms ast

4772540 unt at parva of INE 10 each) September 3, 2120 NIL (March 31, 202-147, 7251 unt at pa value of INR 10 each) (March 3,

ata) “Ni (Mare 1, 2019-NIL)

otk Bond Fund (Short Ter) - Diet Plan - Growth ma sot

|sus075 unit at par value of INR 10 ech) (September 30 2020 NL) (March 31,2021 -51.88,975 units at par value of IN zach) (March 31, 2020,

Nit) (Mae, 219 -NIL)

Fixed deposits with nancial instittions (Refer Note 4.2)

[Unguoted

latamortned cont

lic Housing Finance Lite 15000 az 500 e000

tousing Development Face Corporation Lint co anon

 

 

 

 

 

 

 

 

 

 

 

229

 

 
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

CIN: USISTIWB2002PL.CON677

Notes to Restated Consolidated Summary Statement
(All emounts arin INR Mili, unless otherwise tated)

1M Financial Assets - Current: Trade receivables!

 

 

  

 

 

 

 

41 Trade receivables Ageing Schedule- Based on the requirements of Amended Schedule I

(2) Receivables are secured tothe extent of security deposits and bank.
(Q) For Lien/ charge deals against ade receivables, Refer Note 53.1

guarantees taken from customers,

 

 

 

Pavia ‘Asal September | Aral Seplomber [Asal March] Avat Mawch [Anat March
30,2021 30,2000 | 31,2001 | 3i,2000 | 31,2019

ec
‘Trade Receivables considered good -Secuted! Las78 aaqm) ise] rans] oreze
‘Trade Receivable considered good - Unsecured 200413 zaseas| 2s78| —aaoas | 225068
Trade Receivables -credit impaired - Unsecured 2131 nu ms] 28 16
ape 3aaa7| —senas | —S7sare | — 9a
ess: Crit mpi e131) 29] san} cam] aa
[otal wade receives 0nSt Sams | —seizen | 372056 [sara
Receivables fom elated partis (Refer Note 4) sas ano] 26] aise] tas
“Others 336713 sai005| sas615| 35960 | 9.21296
[otal wade receives 0037 Baris] seme | 3706 [sara

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pariicales ‘Gatstanding from due date of payment as on September 30, 021
Notdue | UptoSmonths | 6monthe- | 12 23 | Morethan | Total
year | years years | ayears
[Gndispated
considered good" 3s%691 7 un as oot 000 | 3906
credit impaired 265 079 168 0.00 029 2016
SHH “Be ast 258 ‘ont 029) aor
less: Credit impaired” - 26) om] css) o.00 02] poe)
355651 1337 17 Ras O01 0.00) 3,994.16
Disputed
considered good os 737 : : : s yas
credit impaired - 115 - - - 15,
oe 352 z = ss 5 73.30
impaired - (115) : - : : as)
oe 737 = = 3 z a5,
Tour EES] wore] are as oo 00) 400131
Parliculare ‘Dulsanding irom due date of payment as on Seplember 30,2020
Notdue | Uptosmonths | 6monmhs-] 12 23] Morethan | Total
year | years years | years
Nandispate
considered good 891.58 256422 a2 103 ; =| sams
credit impaired _ 857 a3 ou on 086 m2
wise Ta 3675 a7 022) O36) 34327
Less: Crit impained ws] za] ay oa) ss] @2a2)
Total Biss ez 232. 103) : = aaa,
Parliclare ‘Dulstandling from due date of paymentas on March 31,2031
Notdue | Upto months | 6months- | 12 23 | Mowedan | Total
year | years years | ayears
ladispate
considered good 352507 4756 36 086 oot 02) 3e1za2
credit impaired 021 1077 15.40 28 2 Z 2881
3aeas 335 310s 329 Oar oe) 3en2
21) oz] a0) 28) - - san)
3507 56 33. 086, 0 9) 361282
Parlin ‘Duistandling from due date of payment as on March 3, 2000
Nordue | Uptosmonths | 6months-] 12 23] Morethan | Total
year | years years | ayears
adispatea
considered good 302034 ou9 388 002 0.09 iz) a7ms6
credit impaired oa 104 a0 : 090 118
aos 1555 338 0a O09 Dei) 3727
ess: Credit impaired ou) (109) 0] - o9)| a2)
Total 3034 39 38 oo O09 ia) 372036
‘Ouistandlng from due date of payment as on March 31 2009
Nordue | Uptosmonths | omonths-] 12 23 | Morethan | Total
year | years years | ayears
adispatea
considered good 3.20966 79 2 255 010 092) agaraa
credit impaired z 1.03 asi oz = 083 348
asm BE Ost 326 oa 175) 333080
Les: Credit impaired - 03, ft) or) - oss) fn)
sae 79 = 258 oa 092) 3aa7a
oispusea
etedit impaired x 05 098 2 Z 0.98
= : 005 095 : z O98
ess Cre : 05) 083) : : 038)
Total 3am 7a z 2 oa oa) sae

 

1. As per terms of payment under agreements with majority of customers, sales consideration are receivable by the Group with a maximum period of 150 days from date of delivery

of goods. In other cases sales consideration are receivable within a periods ranging from 30 days 1 90 days.

2 Generally, customers remit sales consideration without specifying particular invoices in wspect of which such remittances are being made. Hence, such receipts from the
customers are adjusted against their trade receivables on Fist in Fist out (FIFO) basis. In few cases, where identification is possible, uch receipts are adjusted on basis of actual

2. There are no unbilled trade receivables as on each reporting date

4. There are no disputed trade receivables as on September 30,2020, March 31,2021 and March 31,2020,

* Amount is below the rounding off norms adopted by the Group,

230
‘dant Fashions Limited (formerly knowin as Vedant Fashions Private Limited)

[Note to Restated Contlidsted Summary Statement
(Allaness rein INR iio, wes trie aed)

 

 

 

 

 

 

 

pala Te asepiember ReaNGR GT, [Asan] Ava Mah,

lAtamonined cont
Balances with banks 265) saas| «or iat 2s
Caton bad a2 024] aa 3 ot
[fot Bi Bs 0 Ts 2

16 Financial Arsts - Curent: Other bank balances
Lu “Ae atSeplember | AvatSeplember | Avat March i, [Asat Marchi, Avat March,
32021 2020 2m 220 an19

latamonised cont
ined dope with hank with emsining maturity pester than 3 month but not geste that 12 anh (Refer Note 4.2 ane Nate 16:1 below a4 7a 496 037 ars
Frat oo 0788 0 1037 1253

 

 

61 nclades deposits of INR 8 Million (September 30, 2020- INE 0:10 Mion (March 32,202 - INR 010 Nilon) (March 3, 2120 INK 028 Millon (March 31, 2019- INK 0.17 Millon) lodged with sales tx authors which earns mtr atthe ae of
(6 (Septem 30, 2120- inert a the ate 6) (March 31,2021 ntrn a the at of 3.10%) (March, 2020 interest anging rom 625% ato 775%: pa) (March I, 219 -snteret ranging rom 6% ps6 625% pa)

7 nancial asets- Current: Others
(unsecure considered good, ules otherwise stated)

 

“Real September | Real Sepiember | Rea Mar 3H, [Asai ManhaE,| Avat Mach,

 

 

 

 

 

hee 0,201 32020 2m 220 2n19
lAtamonised cont
seeuiy departs
Conaidred good saa 1099 naa wan a6
Considered doubfl significant increase credit sk) 17 caas| uz as
i Crepe az] wis) a7 08)
itera wero on
Fine and other deposits as| 266] ne a8 naw
Bond and Debentures 224 zal Bu as
Loss given oa.
Others 1s ae
se to expt om on oa a2 oxo
lon to athens 13 108
Receivable fon saleof property plas nd equipment 11.99 nas
Receivable om saleof investment natal fund 1209
ro expenses recoverable (Refer Note 92) ‘eau
At fae value throug profit and lows
Deivatve instrument aw i
[Four ai Ta Tax cE 735

(0) sepsis esivable arin from fi valuation of eign exchange errand contacts,

(@) Amount i below the rounding off name adopted by the Group,

Disclosure of loans given to related parties equired under section 186() of the Companies Act 2013

 

Tuncay “Aral September | AvatSeplenber | Kea Mach3l, [Rea Mancha, Avat Mach,

 

 

‘32021 2020 221 220 2n09
loping =

hone given soo 490 490 70 v0

interest crud ** ‘00 030 om 160 fe)

Repayment of interet™* om) (7s) ew

Repayment of prncpal at (40.00 cas] 250

[tosing Balance E =e

Amount melon We ounding of norms sloped By ie Goo
“Theabove ransacton and balance got eliminated a the Hine of preparing Restated Consolidated Samsmay Semen

 

“Re atSeplember | AvatSeplember | AvatMavehi, [Asai MarchaH, | Avat Mirch,

 

 

 

 

 

 

 

 

 

Pasiular 0 2021 30,2020 221 220 2n19
Type Gorower TatedPariy | RaatedFariy | Related Par Waated Pay | Rated Panty
(Suleiry | Gulesdiny | uteidiry” | (atmitary’ | Gubsidiary
Company) | Company) | Company) | Company) | Company)
amount fas ce advance in the nature af lam otsanding, ‘ao 1490 1490 73.0 350
ate of interet a0s| as0s| 50% 9 11.00%
ercentage ta the ttl loans and advances in the nature of loans sc. 00.0% ra00.| 00.00% a.

 

231
‘dant Fashions Limited (formerly knowin as Vedant Fashions Private Limited)
[Note to Restated Contlidsted Summary Statement
(Allaness rein INR iio, wes trie aed)

(er nt: vet
(sseured considered good, une otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oy “Real September | Real Sepiember | Rea Mar 3H, [Asai ManhaE,| Avat Mach,
0,201 32020 2m 220 2n19
ecreree iy
Considered good ost 020 ost oz 22
Considered doubfal asa ss as 036 ox
ae patient wane ws ss) (oss) (030) 39)
tances wit stacy goverinent autniicn
Considered good asa weet wes se av
Considered dob oz oz oz az
exe kpc wane 02) 02 23) te)
advances receverblein ch or bind
Considered good naa ast eau S208 16897
Considered dub 138 16 22 1.08
Le Crete as) 26) ex) 1.0
ostere
Coneidered good 1a 16
Considered donb os om om as
Le Crete cas) fre (ox) 003)
Advance is employee ose os oss oss oo
Prep expences wat 907 asa? sau asa
igh of return sets! 26188 26356 2310 264 2886
Hout t oo ‘ena aa mua 2818
(0) The Geoup uae the expec vale method Yo ete the considrition given the linge miner contacts hit have slr charaeic, The Group then applies the ruienns on condinning eta coetation inorder to dele
‘he amount of consideration tht canbe included inthe ransicton pre. Arfund lab recognized for the Rood hat re expected to be retuned ie, the amount not inca in the ransaction Poe) A righ of rtm et and coveesponing,
djustment to cont of ak} alo record for theright to recover the goes fom acsomner
“Tae ase (nt) Current
yuan ‘Real September | Avat September | Aesth, [Asst March, Ava Mreh
0,201 30,2020 2m 220 2n19
[Advance cone un [nt of provion lortab Tar =a
Fra = i ar Ba, 5

 

 

 

 

 

(2) Current ax ams is net of provision for taxation amounting to NIL ab on September 5) 021 September 30, 2020-NiL) (March 1, 2021 Ni (March 31, 2020- INR 865.42 Mion) (March 31, 2019- Ni.

232

 

 

 
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CIN: US1311WB2002PLC094677

Notes to Restated Consolidated Summary Statement

(All amounts are in INR Million, unless otheraise stated)

 

20. Equity Share capital

 

 

 

Particulars ‘As at September 30, 2021 ‘As at September 30,2020 ‘As at March 31, 2021 ‘As at March 31, 2020 ‘As at March 31, 2019
‘Number of ‘Amount Number of ‘Amount Number of ‘Amount | Number of shares] Amount | Number of shares] Amount
shares shares shares
‘Authorized
130,10,00,000 equity shares of INR 1 each (September 30, 2020: 150,500,000 equity shares of INR 2 each) (March 31, 2021:) _30,10,00,000 301.00 | 15,05,00,000 301.00} 15,05,00,000 301.00 15,05,00,000 301.00 15,05,00,000 301.00

150,500,000 equity shares of INR 2 each) (March 31, 2020: 150,500,000 equity shares of INR 2 each) (March 31, 2019:
150,500,000 equity shares of INR 2 each) (Refer Note (ii) below)

Issued, subscribed and fully paid-up shares,

}242,432,254 equity shares of INR 1 each (September 30, 2020: 123,933,299 equity shares of INR 2 each) (March 31,2021) 24,24,32,254 2azaa | 12,39;33,299 24787 | 12,39,33,299 24787 1252,27,420 250.46 12,527,420 250.46
123,933,299 equity shares of INR 2 each) (March 31, 2020: 125,227,420 equity shares of INR 2 each) (March 31, 2019
125,227,420 equity shares of INR? each) (Refer Note (i), (ii) and (iv) below)

Total 24,24, 30,254 Danae | _12,39,35,299 Bara7 | _12,39,35,299 2ST 12,5227 420 250.46 1252.27 420 25086

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

i) During the year ended March 31, 2019, the authorised share capital was increased from 150,000,000 equity shares of INR 2 each amounting to INK 300 Million to 150,500,000 equity shares of INR 2 each amounting to INR 301 Million pursuant to the scheme of amalgamation of Rainbow Iron & Stee! Suppliers
Private Limited with the Holding Company as described in Note 56.

ii) Pursuant to a resolution passed by the Board of Directors and a resolution passed by the Holding Company's equity shareholders in the Extra-ordinary General Meeting held on July 16, 2021, the Holding Company has split face value of its equity shares from INR 2 per equity share to INR 1 per equity share.
Consequently, total number of authorised equity shares have increased from 15,05,00,000 to 30,10,00,000 and total number of issued equity shares have gone up from 12,12,16,127 to 24,24,32,254 as on September 30, 2021 (after adjustment of buyback as mentioned in Note 20 (iv)). The impact of split of shares has
been retrospectively considered for the computation of Earnings Per Share as per the requirement of Ind AS 33.

ili) The Board of Directors of the Holding Company, at its meeting held on April 11, 2020, approved buyback of the Holding Company's 12,94,121 fully paid-up equity shares of face value of INR 2 each from the equity shareholders of the Holding Company, at a price of INR 680 per equity share, for an aggregate
amount of INR 880.00 Million under the Companies Act, 2013 and Rules thereunder. The actual buyback size was less than 10% of aggregate of the Holding Company's paid up equity capital and free reserves based on the audited financial statements of the Holding Company as at March 31, 2019, which is in
compliance with the maximum permissible limit of 10% of the total paid up equity share capital and free reserves in accordance with Section 68(2) of Companies Act, 2013,

Total cash outflow on account of buyback was INR 1,084.41 Million (including tax). Out of the said amount, nominal value of shares bought back INR 259 Million, has been reduced from share capital and Securities premium account has been utilised to the extent of the balance amount of INR 1,081.82 Million. A.
sum equal to the nominal value of the shares so bought back ie INR 2.59 Million has been transferred from securities premium to the capital redemption reserve as per requirement of Companies Act, 2013

iv) The Board of Directors of the Holding Company, at its meeting held on June 25, 2021 and Shareholders of the Holding Company at the Extra-ordinary General Meeting held on June 26, 2021, approved buyback of the Holding Company's 27,17,172 fully paid-up equity shares of face value of INR 2 each from the
‘equity shareholders of the Holding Company, at a price of INR 990 per equity share under the Companies Act, 2013, and Rules thereunder. The Maximum buyback size is less than 25% of aggregate of the Holding Company's paid up equity capital and free reserves based on the audited financial statements of the
Holding Company for the year ended March 31, 202.

Total cash outflow on account of buyback was INR 3,313.31 Million (including tax of INR 621.93 Million and buyback related expense of INR 1.38 Million). Out of the said amount, nominal value of shares bought back INR 5.43 Million, has been reduced from share capital and Securities premium account has been

utilised to the extent of the amount of INR 1,298.87 Million and retained earning has been utilised to the extent of the balance amount of INR 2,009.01 Million. A sum equal to the nominal value of the shares so bought back Le INR 5.43 Million has been transferred from retained earnings to the capital redemption
reserve as per requirement of Companies Act, 2013. The shares were extinguished as on September 30, 2021

vy) Reconciliation of the number of shares and amount outstanding as at the beginning and at the end of the reporting period/year :

 

 

 

 

Particulars ‘As at September 30, 2021 ‘Asat September 30, 2020 ‘As at March 31, 2021 ‘As at March 31, 2020 ‘Ae at March 31, 2019
‘Number of ‘Amount Number of ‘Amount Number of ‘Amount | Number of shares] Amount | Namber of shares] Amount
shares shares shares
Equity shares outstanding at the beginning of the periodjyear 12,39,33,299 2ara7 | 12,52,27,420 25046 | 12,52,27,420 2506 12,52,27,420 250.46 12,51,15,70 250.24
|Add: Fresh issue of shares during the period/year pursuant to the scheme of amalgamation (Refer Note 56) ‘ : - - ‘ _ 2 = 96 42,250 19.28
Less: Equity Shares cancelled pursuant to the scheme of amalgamation (Refer Note 56) - : - - - : : - (65,30,000) (19.06)
Less: Equity Shares cancelled pursuant to the scheme of buyback (Refer Note 20 (it) and 20 (iv)) @7a7a72) 6.43) (22,94,121) 259) 22,9412) (259) A a 3 -
|Add: Split of shares from INR 2 per share to INR 1 per share (Refer Note 20 (i)) 12,126,127 : - : - : : - - -
[Equity shares outstanding 224,32, 254 2aae | _12,39,33299 DTS | _123935,299 2a787 125,27 420 25046 1253.27 420 25046

 

 

vi) Details of shares held by each shareholder holding more than 5% shares in the Holding Company

 

 

 

 

 

‘Name of Shareholder ‘As at September 30, 2021 ‘As at September 30, 2020 ‘As at March 31, 2021 ‘As at March 31, 2020 ‘Ae at March 31, 2019
Number of TeofHiolding | Numberof | ‘Gof Holding | Number of ] ‘eof Holding | Number of shares] of Holding | Number of shares] % of Holding
shares held shares held shares held held held

Ravi Modi Family Trust acting through its trustee, Modi Fiduciary Services Private Limited 78,10,24,186 Taare] 9,25,41,005 Tere) 9,251 005 7a67R| 935,07,305 Tao 93507335 7a67 |

lRavi Modi HUF 3,88,81422 16.04%] 1,98,76,493 16.04%] 1,98,76,493, 16.04% 2,00,84,045 16.04% 2,00,84,045| 16.04%

Rhine Holdings Limited. 1,74,59,302 7.20% 89,25,380 7.20% 89,25,380 7.20% 90,18,580 7.20% ‘90,18,580| 7.20%

Total 23,73,65,000 97.91%) __13,13,42878 97.91%) __13,13,42,878 97.91% '12,26,09,950 97.91%] 12,26,09,950| 7.91%

 

 

 

 

 

 

 

 

 

 

 

 

 

233
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CIN: US1311WB2002PLC094677

Notes to Restated Consolidated Summary Statement

(All amounts are in INR Million, unless otherwise stated)

 

vii) Disclosure of shareholding of Promoters

 

‘Name of Shareholder

‘As at September 30, 2021

‘As at September 30, 2020

‘Asat March 31, 2021

‘As at March 31, 2020

‘Ae at March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No.of Shares | Yeof Holding | No.of Shares | %of Holding | No.of Shares | % of Holding | No.of Shares held] of Holding | No.of Shares | % of Holding

held held held held
Ravi Modi Family Trust acting through its Wustee, Modi Fiduciary Services Private Limited 18,10,24,186 7e67%| 9,251,005 Ta6Te| 9,257,005 7a67%| 935,07,35 TAT 935,07,335| 767% |
IShilpi Modi 26,56,104 1.10% 1357822, 1.10% 13,57,822, 1.10% 13,72,000 1.10% 13,72,000| 1.10%
Ravi Modi 16,88,134 0.70% 8,62,989 0.70% 8,62,989 0.70% 8,72,000 0.70% 8,72,000] 0.70%
[Total 18)53,68 424 647%) 9AT.6LSI6 76.47%) 9761816 76.47% 957,51 305 76.47%] 957,51, 325 76.47%)

 

‘There has been no change in percentage during any of the period/ year.

viii) Rights, preferences and restrictions attached to shares (Refer Note (ii) above)

‘The Holding Company has only one class of equity shares having par value of INR 1 each (September 30, 2020: INR 2 each) (March 31, 2021: INR 2 each) (March 31, 2020: INR 2 each) (March 31, 2019: INR 2 each). Each holder of equity shares is entitled to one vote per share. The Holding Company declares and
pays dividend in Indian rupees, The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the general meeting. The above shareholding represents legal ownership of shares,

In the event of liquidation of the Holding Company, the equity shareholders shall be entitled to receive remaining assets of the Holding Company after distribution ofall preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders,

Equity shares held by Rhine Holdings Limited and Kedaara Capital Alternative Investment Fund ~ Kedaara Capital AIF 1 in the Holding Company

ix) Shares reserved for issue under options

 

carry certain protective rights under the term of shareholder agreement.

 

No. of shares

 

 

 

 

 

 

Particul ‘As at September] As atSeptember | As at March 31, | As at March 31, | Asat March 31,
ertlculars 30, 2021 30, 2020 2021 2020 2019
[Under Employee Stock Option Plan - 2018 983,802 268322 Dag 77a 282.268 3577

 

 

For movement of shares issued under options and other terms and conditions, refer Note 55,

x) Aggregate number of equity shares issued as bonus, share issued for consideration other than cash and shares bought back during the period of 5 (Five) years immediately preces

sding the reporting date:

 

Particulars

No. of shares

 

‘As at September

‘As at September

‘As at March 31, | As at March 31,

‘As at March 31,

 

 

 

 

 

 

 

 

 

 

30,2021 30, 2020 2021 2020 2019
[Aggregate number of fully paid bonus shares issued" 62557 585 2557585 657 55 62557585 | 62557585
IShares issued for consideration other than cash 96,42,250 96,42,250 96,42,250 96,42,250 96,42,250
[shares bought back (Refer Note 20 (iil) and 20 (iv)) 40,11,293 12,9421 12.94,121 : -

 

 

(1) The bonus shares were issued on December 5, 2017.

234
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CIN: U51311WB2002PLC094677

Notes to Restated Consolidated Summary Statement

(All amounts are in INR Million, unless otherwise stated)

21 Other equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars ‘Asat As at ‘AsatMarch | AsatMarch | As at March
September | September | 31,2021 31, 2020 31, 2019
30, 2021 30, 2020
[Retained earnings
|Opening balance 9,322.39 7,992.70 7,992.70 6,173.83 4,408.49
ind AS 116 transition adjustment (Refer Note 4) - - : 57.37 -
Retained earnings as at April 1 as per the audited financial statements 9322.39 7,992.70 7,992.70 6231.20 7408.49
Profit/ (loss) for the period /year 984.07 (176.47) 1,329.08 2,366.37 1,764.27
|Other comprehensive income/ (loss) for the period /year
- Re- measurement gains/ (losses) on defined benefit obligations (net of tax) asp) (0.73) 0.66 (1.00) 107
[Buyback of shares (including tax) [Refer Note 20 (iv)] (2,009.01)
[Transfer to Capital Redemption Reserve on buy back of shares [Refer Note 20 (iv)] 6.43) - - - -
Dividend Paid (including Corporate Dividend Tax)* - - - (603.87) -
8290.11 7,815.50 9,322.39 7,992.70 6173.83
Securities Premium
|Opening balance 1,298.87 2,383.28 2,383.28 2,383.28 2,383.28
[Buyback of shares (including tax) (Refer Note 20 (iii) and 20 (iv)) (1,298.87)] (1,081.82) (1,081.82) - 2
|Transfer to Capital Redemption Reserve on buy back of shares (Refer Note 20 (iii)) : (2.59) 2.59) - -
= 1,298.87 1,298.87 2,383.28 2,383.28
|Shares Pending Issuance (Refer Note 56)
|Opening balance - - - - 19.28
|Shares issued during the year pursuant to scheme of amalgamation : : : : (19.28)
\Capital Redemption Reserve
|Opening balance 2.59 - ss 2 @
|On buy back of shares (Refer Note 20 (iii) and 20 (iv)) 5.43 2.59 259 : :
8.02 2.59 259 z =
Capital Reserve
|Opening balance 7.62 7.62 7.62 7.62 7.62
7.62 7.62 7.62 7.62 7.62
Share based payment reserve (Refer Note 55)
|Opening balance 34.76 26.08 26.08 1251 -
[Recognition of share based payment under employee stock option plan 10.58 797 8.68 13.57, 1251
5.34 34.05 34.76 26.08 1251
[Total 8351.09 9,158.63 | 10,666.23 | __ 10,409.68 8577.24

 

 

 

 

 

 

 

 

* During the financial year 2019-20, the Holding Company paid interim dividend at the rate of INR 4 per share amounting to INR 603.87 Million (including Corporate Dividend Tax
of INR 102.96 Million).

Nature and purpose of reserves

Retained Earnings: Retained earnings are the profits that the Group has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
Retained earnings includes re-measurement (loss)/gain on defined benefit plans, net of taxes that will not be reclassified to Restated Consolidated Summary Statement of Profits and
Losses. Retained earnings is a free reserve available to the Group and eligible for distribution to shareholders.

 
  

Securities Premium: The amount received in excess of face value of the equity shares is recognised in Securities Premium as per the provision of Companies Act, 2013. This reserve is
utilised in accordance with the provisions of the Act.

Capital Redemption Reserve: As per the provisions of section 68 of Companies Act, 2013, the Group has recognised Capital Redemption Reserve on buyback of equity shares from its
securities premium and retained earnings. The amount in Capital Redemption Reserve is equal to nominal amount of the equity shares bought back.

Shares Pending Issuance: Pending issuance of shares to the shareholders of Rainbow Iron and Steel Supplies
31, 2018 (Refer Note 56) . The same was issued to those shareholders on December 21, 2018.

   

s Private Limited pursuant to the scheme of amalgamation as on March

Capital Reserve: During amalgamation, the excess amount of the cancelled share capital of the Holding Company over the investment by the amalgamating Company in the Holding
Company is treated as Capital Reserve in the restated consolidated summary statement.

 

Share based payment reserve: The grant date fair value of the equity-settled share options is recognised in Restated Consolidated Summary Statement of Profits and Losses with
corresponding credit to Share based payment reserve.

235

 
‘dant Fashions Limited (formerly knowin as Vedant Fashions Private Limited)

[Note to Restated Conlidated Summary Statement
(Allaness rein INR iio, wes trie aed)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22 Financia abilities - Non current: Lease Liabilities
yuan “Real Sepleniber | Ava Sapien | Rea Man 3H, [Rat Mach, | Ava Mach,
lAtamonincd cont
Lease lbltien 15888 153437 13062] rasa 129655
Fro ea sua 33657 | 16. 13655
(0) For changes bites arising fom nancing activites and matey analy, refer Note
23 inancal liabilities -Non current: Deporits
haa “Re atSeplember | Avat September | Avat March i, [Asat Marchi, Avat March,
[Atamorieed corr
seep deposits 1596 03 s1790 078 us
Frat 75 7a 3 TT ea
Oy “Real September | Real Sepiember | Rea Mar 3H, [Asai ManhaE,| Avat Mach,
0,201 32020 2m 220 2n19
Trployee nai Gravy (Rater Nove v6) ase Ts Bar aa TH
25 Defered tx liabilities (nef): Non curent
yuan ‘Real September | Aral Seplemiber | Rent Mah H, [Ava ManhaL,| Aral Mach,
32021 2020 221 229 2n19
[Betened Tax Rete
sper allowable on payment write off et n20 m9 oss on a7
ovis for expected sales et (et) 18565 12030 iss 90 1885
loft efiinition upon exracbation 288 Za 350 asa 690
ax empact ones (omen pei ee) was
eat abilities sag 1128 sou sa ens
losers 51 an a7 753
Foal Detered Tax Ree was 7 mee 7ST a
eterred Tax inilities
Temporary ferences in carying value of propenty plant and equipment ntangbe scts and sight of wee assets between books of account and for p78 7051 mua. sou e881
income taxable freon sain 180
Good sist mast
losers aot
ral Defered Tax Gabon =r was Ta ced ass
t
[Nek dered abies T 157 37 Tea wz a
aa yuan ‘Real September | Aral Seplemiber | Rent Mah H, [Ava ManhaL,| Aral Mach,
32028 2020 221 220 2n19
[Accounting profilo) etare ax Ta au Tamar] Si8ar rss
[a nds statutory come x ate of 25.18% (September 3, MDD: 28.168) (March 1, 2071 28.16%) (March 1, 2000 25168) (March 31, 201% Sss.a0 300) "srs rats 91477
lstauex)
[Adhstments in respect of cuzent income at of eae years os 1
Nom table (income) and deductible expenses fort purposes os 10) 1829 em) esa
linpoct tax te hme e509)
lDefered ax on account of ching in treatment of good eo ns
loners on 149) 50 0
[otal tx expeasafreit forthe petodear at a0 wan 0 oo
252. During the financial yer 201.20, the Group had ected to apply tax rates permite under Section TISBAA of the lacome-tx Act, 1951 a introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Group remeasred its
eter ta asta hans the sate prescribed in the sai provision. The impact thinchange was ecised inthe Restated Consolidated Summary Statement of Prat and Lowes forthe si financial Year
253. The Holding Company & having expected long term capital los (LCL) of INR 10211 Mion September 0, 2020- INK 180.6 Millon) (March 31,2021 - INR 1021 Mion (March 31,200 INE 180.6 Mion), (March 3, 2019 - Ni, subject to
sncome tax retum Hing /pending ansensment on which deferred ax ast ha not been recognize nthe sbunceof certainty regarding svat of ature term capital ain against which afraid LICL can bese oft The LICL can became
{Grand il assessment yor 02829,
254 Refer Noted for mstatement adjustment impact on deferred
26 Other abilities: Nom-current
Oy “Real September | Real Sepiember | Rea Mar 3H, [Asai ManhaE,| Avat Mach,
0,201 32020 2m 220 2n19
lAtamonised cont
beer income sR Mou sera ois sa0
Fro t S550 3 S579 mast mia
261 Under nd AS, deposits taken are remeasure at amertoed cont ing he lfectiveinleret rate method. The difference between the ansicton value ofthe depo ken and amore cots egaded a elered income and rcpied as reverie on 8
straight ine bss over the apeement prod. Interest expense ransted bythe lective intern ate metho i aecrued
27 Financial lsbilitien-Corent: Borrowings
hale “Beat Sepiember ‘Arai March 1, [Asa Marchi] Avat March,
‘32021 221 220 ani9
latamonined cost
From elae partis
Short tera aan (Unsecured) om
Frotat = = 2 = me
2 Changes in abilities rnng form financing stvition
yuan “Real Sepleniber | Avat Sapien | Rea Mahal, [Rent Macha, | Ava Mach,
[pening bales al : : wae ro
[addition during the yar pcid 2
Repayment during the yoar/period oa a2sss)
[ctosingEalance mm
28 Financial abilities - Caren: Leave Lisiliics

latamonined cost

ese libltios
Ft

(0) For changes abit ring om financing activiten nd matey analysis, refer Note

236

 

“Arai March i, [Asat Marchi

eat Mach,

m2
Vedant Fashi

 

ins Limited (formerly known as Vedant Fashions Private Lit

 

ited)

(CIN: USI311WB2002PLC094677
Notes to Restated Consolidated Summary Statement
(All amounts aren INR Million, unless otherwise stated)

2»

294

Financial liabilities - Current : Trade payables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars ‘Keat | Awat [As at March [As at March] As at March
September | September | 31,2021 | 31,2020 | 31,2019
30,2001 | 30,2020
[Atamortised cost
Total outstanding dues of micro enterprises, small enterprises anc! medium enterprises (Refer Note 9.1) 183.10 s7os] tatas} 12559 65.74
Te Boe aia [aes | _— aa E
|. Dues to related parties (Refer Note 49)* 0.63 4 . a
Total outstanding dues of creditors other than micro enterprises, small enterprises and medium enterprises | 43006] 22011] 77s] sr7aa] 51535
woe | man | sas | __ aman | Sia
FForar eam | _25e19[ anes sons | 581.09
Information in terms of Section 22 of Micro, Small and Medium enterprises Development Act, 2006(MSMED) are given below:
Particulars ‘Reat |_ Asat [As at March [As at March] As at March
September | September | 31,2021 | 31,2020 | 31,2019
30,2021 | 30,2020
lf) Principal amoant remaining unpaid to any supplior as atthe ead ofthe accounting period/year 0 ws] Ta] Taa59 ar
(i) The amount of interest due and payable for the period (where the principal has been paid but interest * 2 2 - *
lunder the MSMED Act, 2006 not paid)
(i) Tae amount of interest paid by the buyer in terms of section 16 of the MSMED Act 2006 along, with the Ls7 . 034 40 0.05
amounts of the payment made tothe supplier beyond the appointed day during each accounting period /year
(iv) The amount of interest accrued and remaining unpaid atthe end ofeach accounting period/ year 019 212 187 os 010
(v) The amount of further interest remaining due and payable even in the succeeding years, until such date : oot 003 * *
lwhen the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under section 25 of the MSMED Act 2006
interest payable to micro, small and medium enterprises (Refer Note 30) os 26 90 Oe oa0
Trade Payables Ageing Schedule - Based on the requirements of Amended Schedule II?
Particulars ‘Outstanding as on September 30, 2021 from due date of payment
Unbilled | Not Due | Uptot Year] 1-2Years | 23 Years |More than 3] Total
Due ‘Years
FTotal outstanding dues of micro enterprises, small enterprises and medium enterprises 3a02 | 14750 Tae z = 2 Ts
Hota outstanding dues of creditors other than micro enterprises, small enterprises and medium | 22297] 163.20 34.98 oar 0.08, 02s) 42198
enterprises
[Disputed dues of creditors other than micro enterprises, small enterprises and medium 086 = 775 oon = 0.08 an
enterprises
Total 257s | __31070 aa on 008 o36| a7
Particulars ‘Outstanding as on September 30, 2020 from due date of payment
Unbilled | Not Due | Uptot Year] 1-2Years | 23 Years |More than 3] Total
Due Years
FTotal outstanding dues of micro enterprises, small enterprises and medium enterprises Ta] 313 18 006 7 a 3708
Hrotal outstanding dues of creditors other than micro enterprises, small enterprises and medium | 14268] 49.22, 29.48 038 ost oor] 22205
enterprises
Disputed dues of creditors other than micro enterprises, small enterprises and medium s s 2 s oot om 0.06
enterprises
Total Taio | _ 8058 3372 on 3 oor| 35939
Particulars ‘Outstanding as on March 3, 2021 From duc date of payment
Not Due [Upto Year] 1-2Years | 23 Years [More than 3] Total
Due Years
FTotal outstanding dues of micro enteeprises, small enterprises and medium enterprises cas | _ TRIS 2a z = z Tatas
Hrotal outstanding dues of creditors other than micro enterprises, small enterprises and medium | 14427] 213.73 955 on oss, os) 368.79
enterprises
[Disputed dues of creditors other than micro enterprises, small enterprises and medium 086 = 754 ox = 006 8.69
enterprises
Total Tea | _ 33188 79.90 035 088 30] 895
‘Outstanding as on March 3, 2020 From due date of payment
Unbilled | Not Due | Uptot Year] 1-2 Years | 23 Years |More than 3] Total
Due Years
Total outstanding dues of micro enterprises, small enterprises and medium enterprises un] 1355 Tas : : : TEE
frotal outstanding dues of creditors other than micro enterprises, small enterprises and medium | 14952] 225.81 13 058 028 7 3738
enterprises
Disputed dues of creditors other than micro enterprises, small enterprises and medium 3 : 5 0.06 4 0.06
enterprises
Total Tes | _33936 Ta6 038 030 = Sos
Particulars ‘Outstanding as on March 3, 2019 From due date of payment
Unbilled | Not Due | Uptot Year] 1-2 Years | 23 Years [More than 3] Total
Due Years
Ffotal outstanding dacs of micro enterprises, small enterprises and medium enterprises ooo | aes 5m = = = ware
Hrotal outstanding dues of creditors other than micro enterprises, small enterprises and medium | 12518] 346.78 2s 1.00 . : 515.29
enterprises
[Disputed dues of creditors other than micro enterprises, small enterprises and medium * - * 0.06 - * 0.06
enterprises
Total Tasie | _w7as wat 06 = = 509

 

 

 

= Amount is below the rounding off norms adopted by the Group.

1) There are no disputed dues to micro enterprises, small enterprises and medium enterprises at the end of the each reporting period

237

 
‘dant Fashions Limited (formerly knowin as Vedant Fashions Private Limited)

[Note to Restated Contlidsted Summary Statement
(Allaness rein INR iio, wes trie aed)

30 Financial abilities -Carent: Others

 

 

 

 

 

 

 

 

 

Ga “Re atSeplember | Avat September | Avat March i, [Asat Marchi, Avat March,
wea 32021 2020 221 220 2n19
[Aramoriaed cont
mplyees related bites eu en ao 2x00 case
securty deposits 15907 106 ns 5130 ast
Payable to capital editors as 158 288
interest payable to nico, smal and medium enterprines (Refer Note 202) ow 218 190 re x0
|At fair value through profit and loss
Fra t aa ia Ws wa 7
(0) spent ability arn fom fir ation of og exchange ora onto
31 Other abilities: Current
ay ‘Real September | Avat September | AsatMreh i, [Asat Marchi, Ava arch
ies 32021 2020 221 220 2n19
advance frm customers (Refer Note 102) i 17603 asaet 1126 on
fund abies! raat mat 7839 mas ea
sttatory des 65 mot 336 ma 2126
sero payable on income tx 078 056 a7 036
Deere income (Refer Nok 26.1) 507 oa 4 636 as

 

 

 

 

 

 

 

 

(0) Aruna abit in pec of prac told that ae expected to be etme and accepted by the Group it ecgnizad kasd on management's st etimate. The Group update ts timate of refund bite a heen ofeach epting peso

ToS GES | Roa

Traployee bene Gena (ter Nowe 05) ae EE]
rts ue a7

 

33 Tae abilities oe): Curent

Bea ach,

 

 

Tanicalan “Be atSeplember| AvatSepleniber | Raat archi, [Asai Marcha] Avat March,
sa 2021 32020 2m Ed 2n09
noose abies (at ofa ee aT I Hse i aa rid

 

 

 

 

(0) Corent tax ables net of advance taxes pal mounting to INR 120788 Mion akon September 30 2121 (September 30, 2020-INB 750.16 Mion (March 31, 2021 - INI 1,180 Millon (March 1, 202) INE750.16 Millon).

238

 

 
\Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)

can:
Notes

‘USI311WH2002PL.CO9677
sto Restated Consolidated Summary Statement

(All amounts ae in INR Million, unless others stated)

a

32

Revenue from operations

 

For the periodiyear

 

 

 

Piatiils September 30,2021 | September30, 2020 ‘March 31, 2021 March 31,2020 | March 31,2019
Sale of products SBI 7a Seo TRB TRI
lother operating revenue:
(0 Serap sales 204 0210 ast 108 128
(G@ lrsurance charges recovered 22 063 42 67 47
(Gi) Export incentives 138 os 198 233 67
[Revenue from operations 388 TA705 35816 B58 30782]

 

 

Disaggregated revenue information

Set out below isthe disaggregation of the Groups revenue from contracts with customers based on geography”

 

For the periodjyear

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Seplemiber 30,2021 | —Seplemiber30,2000 | March 3, 2021 Mareh 31,2020 March 3, 2019
ir SARS OT oS 55h SoS es
Outs tna 15078 3694 96.06 167-3 10685
[Total revenue from contracts with customers 35279 715.8 sa075 35.28 733530
Reconciliation of revenue from sale of products with contact price

<li Forthe periadyear ]

Sepiembers0, 2001 | September, 2000 | March 3, 2021 March 3, 3050 | Meh 5 2019
[Contract Price SBo7 aR 355m 35 73a
Jada: Impoctof deferred income on deposits taken from customers (Refer Note 26.1) 23.6 2752 555, 5.65 19.68
Frotal revenue from sale of product 3a 715.8 51073 375.28 7335.0)

 

 

Performance obligation from contracts with customers
Revenue from sale of goods is recognised when the Group transfers the control ofthe go

Other income

rods to customer and the Group has present right to collect sale proceeds for thos

.e goods both of which coincides with delivery.

 

For the periodiyear

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

239

 

 

Particulars September 50,2021 | September 30, 2000, ‘March 31, 2021, March 3, 2000 ‘March 3, 2009
linterest income on
= Fixed deposits 20 26.28 s163 5342 1229
= Loans dot 0.02 002 om 052
= Bonds and debentures 1653 4064 65.06 78.73 1907
= Others! 591 2183 30.26 2555 1803
Dividend income from mutual funds - - - 38.09 son
Profit on sale of investments saat 2us7 s728 «sr 7638
Profit on fair valuation of investments carvied at FVIPL 5440 716 31a 154 37
Profit on sale of investment in subsidiary Company. O61 ‘ - - -
Profit on sale of property, plant de equipment (net) 059 9s 72 : 820
Gain on foreign exchange fluctuations (net) 035, 1a 282 197 é
Liabilities/ provisions no longer required writen back wer 050 1607 492 556
insurance claim received 5297 121 302 2681 175
ent concession on lease arrangements (Refer Note 48.1) 7168 48.72 33897 2 :
|cain on termination of lease arrangements 27s 058 1382 2 “
other miscellaneous income 453, 097, 388 6a 592
frotal Waar Ts m0 Razr Tos
(2) Primarily includes unwinding of interest on deposits given under lease arrangements.
Cost of materials used.
A. Raw materials
7. For the periodiyear
September 50,2021 | September 30, 2000 ‘March 31, 2027 March 3, 2050 ‘March 3, 2009
linventory atthe beginning of The period] year TGS TS aS THT T3616
|Add: Purchases during the period /year 468.16 37.75 48403, 1008, 99 755.89)
ola 355.10 TOS T1596 S205
Less: Inventory atthe end ofthe period/ year (Refer Note 12) 194.97 13262 14653 21735 139.97
frotal a972 12.48 5485, ‘S2R61 74.08
1B, Accessories & packing materials
Podiculane For the periodiyear
Seplember 50,2021 | September 30, 2030 ‘March 31, 2021 March 3, 2000 ‘March 3, 2009
linventory atthe beginning of the poriod/year a BLOF San 37S 316
|Add: Purchases during the period /year 78.08 7a. 7392 1693.72 12379
Toa ast T3296 2047 136.95
Less: Inventory atthe end ofthe period/ year (Refer Note 12) 43.15 32.48 3215 54.08 3675
Total 67.08 2888 Toosr Tiss 72020)

 

 

 
\Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CIN: USISIIWH2002PLCO9677

[Notes to Restated Consolidated Summary Statement
(All amounts ae in INR Million, unless others stated)

37, Purchases of stock-in-trade

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

rae For the periodiyear
joules September 0/2021 | September 30, 2000 ‘March 31, 2021 March 3, 2000 ‘March 3, 2019
[Purchases of soci in wade oon 708 707 T6839 136739
[Total 38213 7045 707.61 1,682.39 1367.39
‘38 Changes in inventories of finished goods, workcin-progress & stock-in-trade
Panel For the periodjyear
a September 30,2021 | September 30, 2000 ‘March 31,2021, March 3, 2030 ‘March 3, 2019
inventory a the end of the period/year (Refer Note 12)
Finished goods 450.25, 627.08 40956 35111 25156
lwork in progress 188.65 139.78 170.00 268.95 196.90
35093, 3074 25412 si7a2 281.29
998383) 107420 858.8) 937.18) 732.73
linventories at the beginning of the period/year
Finished goods 40956 3511 ssi 25156 26a
lwork in progress 170.00 268.95, 268.95 19690 197.03
254.12 31712 si7a2 284.29 23
S58 987.18 87.18 TERT. TST
Wes) (370) 103.50 e083) iad
Increase) /decrease in right of return assets (Refer Note 18) fe 6.2) 6.46) (4078) 6.3)
[Changes in inventories of finished goods, work-in-progress & stock in-trade Tas) 0.94 Too.08 2521) 6.81)
39. Employee benefits expense
Puniculane Tor the periodiyear
September 30,2021 | September 30, 2020, ‘March 31, 2021 ‘March 31, 2030 ‘Mach 3, 2019
lStaries wages and bonus (including Directors remuneration) (Refer Note @) 2eaT 155.67 SAE EIT 0d
[Contribution to provident and other funds 423 389 702 1137 1364
|cratuity expense (Refer Note 46) 294 325 643 707 62
stat welfare expenses 3.40 059 32 778 954
Share based compensation (Refer Note 55) 1058 70 S68 1357 1251
frotal 032 Tas M07, 3296, 7213
40. Finance cost
aie For the periodiyear
sane September30,2021 | September 30, 2020, ‘March 31,2021 ‘March 31, 2020 ‘March 3, 2019
fnterest expense
“on income tax = on 036 «
~on lease liabilities (Refer Note 4 and Note 48) 99.05 106.15 20470 208.57 152.80
= others! 2330 28.00 5274 46593 43.50
[Total 125 Tas Be 25606, 630
(2) Primarily includes unwinding of interest on security deposits taken from customers
41 Depreciation and amortisation expense
jl For the periodiyear
Seplember’0, 2021 | September 30, 2000 ‘March 31, 2021 ‘March 31, 2030 ‘March 3, 2019
[Properiy, plant and equipment Refer Nowe) 0am ae wis OER Te
Right of use assets (Refer Note 4 & Note 5) 383.79 430.52 $3631 76321 56735
intangible assets (Refer Note 6) 1638 15.85 3185 3024 298
[Total Bus, W100, 955.29, cz oa500
42. Other expenses
nal For the periodjyear
juan September30,2021 | September 30, 2020, ‘March 31,2021 ‘March 3, 2000 ‘March 3, 2019
[ob charges 37D Tae Tae COTE a
Electricity charges 507 545, 202 1655 nay
Lease cost (Rofer Note 4 & Note 48) 209.68 92.38 294.28 sioa7 31071
Rates and taxes 677 1034 261 19.25 24.08
Loss on foreign exchange fluctuations (net) 052 : : 0.60
insurance Mat 408 2st 126 863
Repairs and maintenance
Plant and machinery* 7 : oot 0.00 03,
“others 539 5m or 537 a8
Legal é professional fees 1857 1529 33.90 45.42 56.49
Travelling and conveyance 553 033 783 31a 27
[Donations and charity - f= = 01s. 02
Director Fees and Commission 0 < - - -
payment to auditors (Refer Note 44) i 136 3m 436 a2
|shop running and maintenance expenses O51 035, 150 276 168
provision for doubtiul debts & advances 194 1039 2638 Re 256
bad debts/advances written off 130 or 420 322 082
Loss on sale/discard of Property, plant & equipments (net) . om - 136 .
|Corporate socal responsibilty expenditure (Refer Note 45) 2654 820 5478 4380 35.75
Setting and distribution expenses
“= Advertisement, publicity and sales promotion expenses 113.36 76.15 215 9352 666.67
= Commission 3655 9°” $4.02 65:12 42
Freight and forwarding expenses 1975 493 BB 8885 6351
Miscellaneous expenses 4739 a75t 93.39 woz 9451
frotal Bod 2583) 137313 2277 T5132)

 

“Amount is below the rounding off rms adopted by the Group.

 

 

240

 

 

 
\Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CIN: USISIIWH2002PLCO9677

[Notes to Restated Consolidated Summary Statement
(All amounts ae in INR Million, unless others stated)

43. Earnings per share (EPS)

 

For the periodiyear

 

 

 

 

 

 

 

 

Particulars
Seplembber30/ 2021 | Seplemiber30,2000 | March 3, 2001 March 3, 3080 | Mach 31 2019
et prot os) afer tx Tor the poriod year S87 ‘6a 135 [GST 177
Basic earnings per share (Refer Note 20)
Weighted average number of ordinary’ shares (No. in Millon) 24532 24825 248.06 2046 2046
Nominal value of ordinary share (INR per se) 1.00 100 1.00 1.00 1.00
Basic earnings for ordinary shares (in INR per share) sot on) 536 9s 708
Dituted earnings per share (Refer Note 20)
Weighted average number of ordinary shares (No. i Millon) 24582 24825 248.06 2046 2046
weighted average number af ESOP options (No. in Million) (Refer Note 55) ox ou 08 : Z
Tis 827 Tia 0a cg
Nominal value of ordinary share (INR per share) (Refer Note 20) 100 100 1.00 1.00 2.00
[Dituted earnings for ordinary shares (in INR per share)! 401 om 5.36 as Zo
(1) Earnings per share or sx months period ended September 30, 202 and September 30,2120 are not annualised.
44 Paymentto auditors
rT Forthe periadyear
Seplemiber30 2021 | —Seplemibar30,2000 | __ March 3, 2001 March 3, 3080 | Mach 5 2009
[as satatory aadiors
‘Audit feos as 158 318 318 283
Tax audit fees oz ox 05s 05s rr)
Reimbursement of expenses om oo. om 023 019
in other capacity
Other services! - - “ ow 055
Fatt as se as 56 Ear

 

 

 

earings. (Refer Note 20 (i)

45. Corporate social responsibility (CSR) expenditure

1) It oes not include payment to auditors of INK 0.13 Millio, during the period ended September 30, 2021, towards services received in connection with buyback of shares and the same has been

adjusted in retained

 

For the periodiyear

 

 

 

 

 

 

 

Particulars Seplember 30,2021 | September 30, 2020 ‘March 31, 2021 March 3, 2000 ‘March 3, 2009
lb) Gross ammount to be spent by the Holding Company during he year S20 se ae Ti 37
lb) Amount spent during the period/ year
(i) Construction acquisition of any asset - = e
{i On purpose other than () above 2654 820 5458 4380 3875
Je) Amount unspent during the period/year* [Not Applicable [Not Applicable 020 030 a
Jd) Nature of CSR activities Environment Environment Environment [Healthcare Education, [Healthcare
[Sustainsblity & Animal [Sustainsblity & Animal |Sustainsbity & Animal [Healthcare (Covid-19|Education,
Welfare, Healthcare, |Welfare, Healthcare, Welfare, Healthcare, [related activities) Encouraging
Education [Education [Education Sports

 

 

 

(2) The Holding Company has an unspent CSR liability of INR. 0.20 Million as at March 31, 2021 (March 31, 2020: INR. 0.30 Millio). The Holding Company has recognised unspent CSR liability of INR 0.20 Million in
the balance sheet as at March 31, 2021. There is no contractual obligation on the Holding Company for any projects for which such provision is required. The unspent amount for March 31, 2021 and March 31, 2020,

was subsequently spent on May 13, 2021 and April 6, 2020 respectively

(@) Reason for CSR Funds unspent:

As a responsible corporate, over the years, the Holding Company has been contributing for various CSR activities (as prescribed under the law and otherwise) for the benefit of the seciety as well as for the
economically underprivileged sections ofthe society and has been fulfilling its mandatory requirement of CSR expenditure in line with the CSR Policy of the Company.

Pending identification of an appropriate CSR project, the unspent amount was subsequently spent.

(@) For details of related party transactions refer Note 49

For movement is CSR, refer below:

 

 

 

 

 

 

 

 

 

 

 

Paniculae For the peviodyear ]
September 30,2021 | September 30, 2020, ‘March 31, 2021 March 3, 2000 ‘March 3, 2009
[Opening Balance 00 030 030 =
[Gross amount to be spent during the period/ year S201 Beas 548 4410 3373
JActual spent (2659) (8.20) (54.59) (4380) (35.75)
[Excess] short spent 25.67 4658 020 030 (0.03),

* For September 30, 2021, excess/short spent to be determined at the end ofthe financial year. For the period ended September 3, 2020, the shortfall amount was determined as on March 31, 2021 which was Rs. 0.20,

Million

24

1
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
(CIN: USI311WH2002PLC094677

Notes to Restated Consolidated Summary Statement

(All amounts are in INR Million, unless othereise sted)

46

a

Employee benefits

Defined contribution plan

In accordance with The Employees Provident Funds and Miscellaneous Provisions Act, 1952 employees are entitled to receive benefits under the provident fund. Both the employee and the employer make monthly contributions to
the plan at a predetermined rate (12% for the period encled September 30, 2021, September 30, 2020, March 31, 2021, March 31, 2020 & March 31, 2019) of an employee's basic salary. Retirement benefit inthe form of provident fund
and employees’ state insurance (FSI) are defined contribution scheme and the contributions are charged to ‘Restated Consolidated Summary Statement of Profits and Losses ofthe period /year when the employee renders the service.

There are no obligations other than the contribution payable to the respective funds

Defined benefit plan - Unfunded.

In accordance with the Payment of Gratuity Act, 1972, the Group contributes to a defined benefit plan (the “Gratuity Plan’) for employees who have completed 5 years of service. The Gratuity Plan provides a lump sum payment to
vested employees at retirement, disability or termination of employment being an amount based on the respective employee's last drawn salary and the number of years of employment with the Group.

Principal actuarial assumptions
Principal actuarial assumptions used to determine the present value ofthe defined benefit obligation as at and forthe period/year ended are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars September 30, September 30, March3i,2021 March 31,2020 March 31,2019
2021 2020
Dixounta CaO co ry Toe
Expected rate of increase in compensation level of covered employees 7.00% 7.00% O% for first year, 7.00%
7% thereaiter
Average duration of defined benefit obligation 10 years 10 years 10 years 10 years 10 years
Mortality rate Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured
Lives Mortality Lives Mortality Lives Mortality Lives Mortality Lives Mortality
(2006-08) (2006-08) (2006-08) Ultimate (2006-08) (2006-08)
Ultimate Ultimate Ultimate Ultimate
Withdrawal Rate
Upto 30 years 15.00% 15.00% 15.00% 15.00% 15.00%
31 todd years 8.00% 8.00% 8.00% 8.00% 8.00%
41 years and above 3.00% 3.00% 3.00% 3.00% 3.00%
The estimates of future salary increase considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market
Details of Actuarial Valuation carried out on Balance Sheet date are as under:
Amount recognised in the Restated Consolidated Summary Statement of Assets &
Particulars Asat ‘eat Asat eat ‘eat
September 30, September 30, March 31,2021 March 31,2020 March 31,2019
2021
resent value of defined Benet Obligations Bae Bo wa Tes
Net liability arising from defined benefit obligations SE
Amounts recognised in Restated Consolidated Summary Statement of Profits and Losses in respect of gratuity scheme are as follows:
Particulars September 30, September 30, March 31,2021 _ March 31,2020 March 31,2019,
2021 2020
Camentwrviecot Te Tie 7 3a sa
Interest cost 099 89 ua 145, 119
Total charge to statement of profit or loss 208 325 as 707 622
Amounts recognised in the statement of comprehensive income are as follows
Remeasurement of the net defined benefit obligation:=
Particulars September 30, Sepiember 30, Marchi, 2021 March 31,2020 March 31,2019,
2021 2020
‘Re-messarement losses arising rom changes in nancial assumptions oa 059 Tos Toe
Re-measurement losses / (gains) arising from experience adjustments 223, 039 (088) 015. 70)
‘Re measurement of the net defined benefit lability 256 0.98 (0.88) 235 6a)
The movement during the period/year of the present value of the defined benefit obligation was as follows:
Particulars September 30, Sepiember 30, Marchi, 2021 March 31,2020 March 31,2019,
2021 2020
‘Opening balance 79 Was Was THR Tas
Current service cost 195 236 470 5.2 5.03
Interest cost of scheme liabilities 099 0.89 173 145; 119
Benefits (paid) (057) (110) 299) 190) (0.00)
Re-measurement losses arising from changes in financial assumptions 033 059 = 208 0.06
Re-measurement losses / (gains) arising from experience adjustments 223 039 (0.88) 015, 70)
Closing balance B72 3036 29.79 Was 1983
Recognised under
Current provision, 416 an 378 383 49
Nom current provision, 30.56 26.68 2601 23.40 1734

 

The gratuity scheme of the Group is unfunded hence there was no plan asset as at September 30,2021, September 30, 2020, March 31,2

 

242

March 31, 2020, and March 31, 2019,
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
(CIN: USI311WH2002PLC094677

Notes to Restated Consolidated Summary Statement

(All amounts are in INR Million, unless othereise sted)

c

Sensitivity analysis
Below is the sensitivity analysis determined for significant actuarial assumptions forthe determination of defined benefit obligations and based on reasonably possible changes of the respective assumptions occurring atthe end of
the reporting period while holding all other assumptions constant

Increased /(Decreased) defined benefit obligation

 

 

Particulars September 30, September 30, March 31, 2021 March 31,2020 March 31,2019
2021 2020

Discount rate

Increase by 050% 3313 2898 pea 2598, 1845

Decrease by 0.50% 3648 3192 3125 2859 21.36

Expected rate of change in compensation level of covered employees

Increase by 0.50% 337 S16t 3097 228 213

Decrease by 0.50% 33.09 2919 28.69 26.25 18.64

Mortality Rate

Increase by 10% 3473 3037 2980 2728 1997

Decrease by 10% 3i7 3035 2078 272 19.68

Attrition Rate

Increase by 0.50% a7 3040 29.86 27.29 19.88

Decrease by 0.50% 34.66 3033 2970 2a7 1.7

‘The above sensitivity analysis may not be representative of the actual benefit obligation as it s unlikely that the change in assumptions would ccur in isolation of ane another as some of the assumptions may be correlated.

In presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the projected unit credit method atthe end of reporting period, which isthe same as that applied in calculating,
the defined obligation liability recognized in the balance sheet.

Risk analysis
Group is exposed to a numberof risks in the defined benefit plans. Most significant risks pertaining to defined benefits plans and management estimation ofthe impact ofthese risks are as follows:

(1) Salary growth risks
‘The present value of the defined benefit plan liability is calculated by reference tothe future salaries of plan participants. Salary increase considered at the rate of 78. For the financial year 2019-20, salary increase was considered at
the rate of 0% for first year and 7% thereafter. As such, an increase in the salary of the plan participants will increase the plan's liability.

(2) Life expectancy / Longevity risks
‘The present value ofthe defined benefit plan liability is calculated by reference to the best estimates of the mortality of plan participants both during and after their employment. Mortality tables as per Indian Assured Lives
Mortality (2006-08) LI is used for during the employment and post retirement respectively. An increase in the life expectancy ofthe plan participants will increase the plan's liability.

(9) Interest rate risks
‘A decrease inthe bond interest rate will increase the plan lability.

(4) Inflation risks
‘A decrease in the inflation rate will increase the plan’s liability

The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India,
However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Group will assess the impact of the Code when it comes into effect and will record any
related impact inthe period the Cade becomes effective,

243
‘Vedant Fashions Limited formerly known as Vedant Fashions Private Limited)
(CIN: Usi311WH2002PLCO9467

Notes to Restated Consolidated Summary Statement

(All amounts arin INR Mion, woes otherwise stated)

47 Contingencies and commitments
(To the extent not provided fr)

 

 

 

 

0) Contingent tab ‘Avak Septomiber 50, Avat September 0, As at Mawch i, BOR] Asaf Mawch 3, 20B0 As at March 3, 2019
2021 2020,
Demandselaims by various government authorities and other claims not acknowledged as debts
‘Commercial ales tax of various sates, 99 098 099 0.98 2a
Income tax demands excluding etre) 155.42 1502 -
Demand for employee tate insurance 698 6st 516 516 516
Payment made under protest agaist the above
‘Commercial sales tax of various states oss 028 0a 028 oa
Demand for employee tte insurance asi ost ox os os
Total a Lie 7 Ta 1s

 

“Thelncome Tax department had ctrled out a search and seizure operation atthe premises othe Holding Company in November 2018. The department as ised assessment orders dated September 21,202 for Assessment Yeas 2013
1M to 2018-19 under Seton 153A ofthe lncome Tax Act disallowing certain expense, resuling i addtional tax exposure of INR 15542 Mion (ae of allowances for INR 2328 Millon). The Holding Company’ has fled Appeals against,
these Orders and is confident of favourable outcome ofthe Appeals

‘The Income tax department has raised tx demand aggregating to INR 64.52 Millon including inorest) without giving the credit of certain Advance tax Tax deducted at source (TDS) aggregating to INR 418.70 Millon inthe aforesaid
‘orders. The Holding Company has filed postions under section 154 of the Income Tax Act o rectly the Orders and give credit of such Advance ta TDS, which were paid in these vars.

‘The Group expects that the outcome of the appeal filed by the Holding Company against the aforesaid onder will bein ts favour and there willbe no adverse financial impact therefrom.”

 

(9) Commitments ‘Asa Seplemiber 50, AGat September 30, Avot Mavch i, BOA] Avat Mach 31 2050 Avat March 3, 2019
72021 20

 

Capital Commitinents
timated amount of contacts remaining to be executed an capital account aa 0m om 493 19»

48 Leases
(a) The Group implemented Indian Accounting Standard fr Leases ("nd AS 116") withefect fom April I, 2019 using the modified rerospectve approach without adjusting the comparative period. For the purpose of preparing Restated
Consolidated Summary Slatement Ind AS 116 has been applied using the modified retrospective approach with effet form Apel 1 2018. The right of use assets comprise of land and bulldings taken on lease. The effective interest at for
lease lablities i 40% a on September 30, 2021 (September 3, 2020-891) (March 3, 2021 - 8.91%) (March 3, 2020- 8.91%) (March 31,2019 9.48%). The effect fila recognition as per ld AS 116 was as fellows:

 

ial recognition on adoption of Ind AS I6 Reap op a
Recognition of Right of use aes Tao
Reclassification from property, plant and equipment to right of use ase pursuant to adoption of In AS 116 a
Reclasification rom prepayments pursuant to adoption of Ind AS 116 8006
“Total recognition of Right af Use Assets 2038.25
Recognition of Lease Liabilities 1193693

 

 

‘ASaE September 30, Asat September 30, Avot Mawch i, BOR] Asaf Nawch 3, 20R0 Av at March 3, 2019
2001 2020,

(0) Camying value fright of use asset atthe end ofthe porting puiod (Refer Note 5) Tawa Tas RIT we TRH

 

(©) Analysis of Lease Habits:
‘Movement ofl

 

 

‘ASat September 50, Asat September 30, Asai Marchi, BOR Asat Nach 1, 20R0 As at March 3, 2019

 

201 2020,
Opening Lease labiities oa 2a [aa ro Tari
‘Addition during the period/year ‘687 e843 s1613 sa8s17 ‘m3
Ind AS 16 rans adjustoent Z 3 (00)

‘Acrotion of interest during the period 9905 106.15, 20170 20857 12280
‘Cash outflow lowards payment of leseHabilites (20028) (07820) (7s) (908.20) (ss1.25)
Rent concession on lease arrangements (Refer Note 38 and Note 48.1) 185) (1879 e389

Deletion during the year on account of rmination of lease agreements (2138) (06), (027.48)

(Closing Lease liabilities 236745 228817 ans zara 1,836.95

48: The Ministy of Corporate Afaies vide notification dated July 24, 2020, sued an amendment to Ind AS 116 - Leases, by inserting a practical expedint ws "Covid-19-Related Rent concessions eecive fam Uhe period beginning on oF
after Apa 01,2020 as amended ll June 30, 2002 As a practical expedient a lessee may ect not to assess whether arent concession that meets the conditions in paragraph 46B of Ind AS 116 6 a lease modification. Pursuant tothe
‘otiication, the Group has applied the practical expedient in Snuncal year ended March 312024 and six months period ended September 30,21 & September 30,2120 and hence ret concession received during the financlal yea ended
March 31,2021, and si mons period ended September 302021 fe September 30, 200 aggregating INR 338597 Mio, INK 248.72 Millon and INR 7Ls5 Millon respectively hasbeen accounted fr as reversal lability ad disclosed
Other Income
‘The table below surnmarees the matty profil of the Group's laseHabilies based on contractual undiscounied payments

 

‘Avat Septomber 30, —Avat September30, —Avat Mah, 2001 Avat Mawh i, S000 Avat Mach 3, 2019

 

 

 

 

2021 2020,
Less dan 1 year wis Tae wa wae wae
Between 2403 year 131695 1stas i2urs3 1318.62 106s
More than 3 year “as ‘04s ‘1649 ‘300.67 ‘a2
Lease Hat
Current 357 rs380 rma 73085 swe
Non-Current 1538.38 15us7 1.30652 1169662 129653
Total 2367.45 2288.17 2103.74 2ana7 1936.98
(@) Impact on Statement of Restate Consolidated Summary Satement of Profits and Losses
Pasicuars Tor the period ended For the period coded Far the year ended For the year ended For the your ended
September 30,2021 September 30,2020 _-Mareh 31,2021 March 31,2020 March 31, 2019
Interest on lease Habits iis Toes ia TEs TSA
Depreciation on righ of use assets * 38379 032 631 721 56735
Other expenses e755) (225.05 (aay e745) (aroy
Rent concession on Ise arrangements (Refer Note 48.1) 1s) (21879 ox
Gain on termination of ease arrangersents 27 58) (23.3)
[Net impact on proit before tax ma an 7709 red aos
Deferred Tax 575 naz 1940 xa 0.06
Net impact on profit after tax 09 seas 5769 10051 3.05

 

* includes depreciation on leasehold building and lind

(6) The Group apples short term lease and Tees of low value assets recognition exemption forthe following leases:

 

Tor the period ended’ For the period ended For the year ended Vor the year ended For the your ended

 

 

September 30,2021 September 30,2020 Mare 3, 2021 March 31,2020 Mareh 31, 2019
Lease cosas por Restated Consolidated Summary Satement of Profits and Losses Tae Ta ery aa 307
Below i the reconciliation of lease Habis with operating lease commitments

Pasicuars “ASat Mach 3, BD As av Maweh 3H, 2
‘Operating ease commitments as at April Tae Tm
Weighted average incremental borrowing raleas at Apaild ask 9.43%
Discounted operating lease commitments as at Apel 1 217940 1764.80
Lest Comaniments eating to short-term leases (2247 gum)
Leave Habiliies a t March 3. 183693 17409

244
‘edant usions Lined forme haown at Vent Fashions Pit is
(Allens oN Milian at

 

 

 

   

 

‘Ship Mods Director's Remuneration payabie 23s sat 46 10.

(6) Remuncation of Key Mangement Ferenc! nd atv Key Mangement Pemonoe! he Crop

 

 

 

 

Ti poser

Pana SRT STAD NNR, BT ST
abbot “tas = a io is
SoMa pepo 6,28) ia as is sim so
pat 86 1 1285 a0
hata Ay 7,200) an

“Slay Allovanss exces Groups corto tonardsetsement eee and employe tock op chee ine thne acral forth Cop aa whe

per Ind AS 24 red with ICDR Regulations ding the peo/eat ended September 21, September 3202, Mach 3,2, Match 3,20 and Mand 3,

 

 

 

 

 

 

 

 

 

 

 

   

Pana Se Sa
Tnvesientn soe gly share
Sule pads ncadig es)
en come Gctading ae)
plate a ini an at i om ‘7
Aaover af epene indading se
ett aor Nt Lid uo
Reimbunomen of xpese Rent) (ncading tn) .
Ny he ot iid ie a8 6
tan given (epayabe on demand)
Inte acm on oan ven
Coty abies none
Sale of proper plant equipment
Pana SHR SpA MRE AE NaN NR a
‘Scien of sharp nding cure prem a0
Puce propery ant pet at
maton May ln a Linn Ho - a we os s

“Aunt tow te ound ome apt he rou

246
‘Vedat Fshlons Limited omesy known a Vedat alon Peat Lis
(Allens oN Milian at

 

 

49 lated pay dslnues
(4) Name of Relate Partie

Maty Faroe Private Lim Whey ors bid (seo bendy wf, Aus 2,20 eer Note 7.2)
1 Entei contig the Hang Company:
as Nd Fray Trt ating gh iran Mo Fuca Services ete Lid

he rated pasties a wt pat rbtlonahipe ith whom tantacions have taken pace during he pvodeae:

Me uni Sodt Charman and nagiog Disco Key Margera Pron (KM)
Mr Sp Mo. Whee Dstor ey Managerial Peer KM

Me ha De Mod Whitin ito ey Manapra econ KMD (up Spend 201)

Me Apy Mod: Wheltine Dear ey Manager Pen MD) pt Spt 062021)

Me Mana Mahendra Chk Indpendet Dor ‘ey Mana eon KAM (Speer 2021)

Mr Tarun Pr Inpendent Dacor ey Maragenal Pan (KP we Sepbe O21)

Aunt Mira Independent Detar ‘ey Manan eon KAD Speer 2021)

Me Dat Jain. Chi Finca Oe Key Manat econ ME (om Ape 6 2018 Dene 3,30)
Me aul Mararka- Cha Financ Ofer ey Mager Pren (KMD et May 27,202,

Me Navin Parek Company Somer ey Mnaperal Peron (KMD

Moai investment Serve Prats Line fomery kan at Dye Stage Real Entry on spc inane ty KP

 

 

 

 

Nan founds (ra) Epes on rant infer by KAP
avi Mod TUE Enpeie omnd candy idence by KMD
Vandana Enric Emperor gay infer byte le of KMP
Pani face Enurprteownedorsgntanayinarnced by thera et RMP
ay aro Pia Limi Enter mney iene yt relied RMP We. 2,20)
(©) Detttntvanmctions wih cated pater
Tori priear ede
Patiala SHRI STI, Mae, aT Nach RT Nee,
Sle of prac nt -

Rent name atadingtans)
ate ata Prat Lie we Asus 2201 lo NeweS72) ns

Recovery of npenesnctadingtans)

Vandans Enepe om an oa as

Corporate soll spony expenditure

Disdend pad (nluingtann)
SETA ia tig toh aN iy Serie ind me

ay back of hae (ling ats) Refer Nate 2) & 20)

aM Fay Tent ating th irae Me cary Seve ete Ld oko «oa ssra0
‘Taal pase seo saat
Sale of Sabla Company eter Note572)

Seat popety plant equipment

 

Moi lest Sones Pras Linde (onery known at Dynami Sap & Hata Stn ete Lied) os
Commision o ndepadent Dieta ining iting es)

{6:1 Daring fe pra, the Company fae incur expec geting Io INR 724 mlon towards avo service recived in connect wit ropon fi ube llrft quty share hough fr ale by ening src por
Scr Aen eh Copy ig ri Se ting slr he sap frre Manga ala ge my) on ah ewe

245
\Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
(CIN: US1311W52002PLC094677

[Notes to Restated Consolidated Summary Statement

(All amounts ae in INR Milton, unless otherwise stated)

50 Financial Instruments
Financial risk management objectives and policies

‘This section gives an overview of the significance of financial instruments for the Croup and provides additional information on the Balance Sheet. Details of significant accounting policies, including the criteria
for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect ofeach class of financial assets and financial Habilities are disclosed in Note 3.

 

Financial assets and li asat

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars September 30, 2021
Tair value Amortised Cost Carrying Value
through profit,
or loss
Financial Assets
Investments 192897 635.52 256449
[Trade receivables . 401131 4ou13i
|Cash and cash equivalents = 42.98) 4298
lOther bank balances " 494 494
JOther financial assets - 690.49 620.49
FFotal ToaF 5am 73142
Financial Liabilities
Non-current deposits - 815.96 815.96
Lease liabilities 3 2367.45 236745
[Trade payables 3 613.79 613.79
lOther financial liabilities a7 202.70 20277
[Total 007 3939.90 3998.97
Particulars September 30,2000
Tair value Amortised Cost Carrying Value
through profit,
or loss
Financial Assets
Investments 307074 1,860.40 293114
[Trade receivables = 342115 342118
|Cash and cash equivalents = 53.53 5353
lOther bank balances = 078s 10788
JOther financial assets ~ 55048 550.48
[Total 707s 5953.4 706418
Financial Liabilities
Non-current deposits - 740.13 740.13
Lease liabilities - 2,288.17 2,288.17
[Trade payables 3 259.19 250.19
lother financial liabilities z 18.34 14834
[Total = 355.83 3aB5RS
Particulars ‘March 31, 2037
Tair value Amortised Cost Carrying Value
through profit,
or loss
Financial Assets
Investments 455397 801.73 535570
[Trade receivables = 361242 361242
|Cash and cash equivalents 66.10 66.10
lOther bank balances = 4.96 4.96
lother financial assets * 0.00 597.23 597.28
Total T5357 50m Fe36aT
Financial Liabilities
INon-current deposits - 817.90 817.90
Lease liabilities - 2103.74 2103.74
[Trade payables - 498.98 498.93
lother financial liabilities z 107.15 10715,
[Total = 3sa772 35772
Amount i below the rounding off norms adopted by the Group.
Particulars ‘March 31, 2000
Tair value Amortised Cost Carrying Value
through profit,
or loss
Financial Assets
Investments 2457.32 4552.49 4,009.81
[Trade receivables - 3,720.56 3,720.56
|Cash and cash equivalents - 58.66 85.66
lOther bank balances - 1037 11037
lOther financial assets - 518.09 518.09
Total 2aB732 5990.7 397.09
Financial Liabilities
INon-current deposits 2 73675 73675
Lease liabilities 2 2az7a7 242747
[Trade payables : 504.03 ‘504.03
[Other financial liabilities 077 91.70, 92.47
[Total O77 3759.95 376072

 

 

247

 
\Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
(CIN: US1311W52002PLC094677
[Notes to Restated Consolidated Summary Statement

 

 

 

 

 

 

(All amounts ae in INR Milton, unless otherwise stated)
Particulars ‘March 31, 2019
Tair value Amortised Cost Carrying Value
through profit,
or loss
Financial Assets
Investments 91297 os. asa
[Trade receivables : 3.27.42 332742
|Cash and cash equivalents = 21.9 2139
lOther bank balances 417253 117253
JOther financial assets 016 360.29 360.45
FFotal Biss 577 25.80
Financial Liabilities
Non-current deposits - 6425 oss
Borrowings 2 a2 0.02
Lease liabilities (Refer Note 4) 3 1936.95 1836.95
[Trade payables 2 581.09 581.09
lother financial liabilities 2 74.36 74.36
[Total = 32667 Baz6a7

 

 

 

 

51 Fair Value Hierarchy
‘The table shown below analyses financial instruments carried at fair value, by valuation method. ‘The different levels have been defined below
Level I: unquoted /quoted prices (unadjusted) inactive markets for identical assets or labilities

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (Le, as prices) or indirectly (.e, derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

 

Yaniulan Tair Value measuring atthe end of the reporting Asat September

 

 

 

 

 

 

 

 

 

 

period using 30, 2021
Tevel Level Tevels Total
Financial assets
Investments in mutual funds 3605.29 - 2 1605.29
Investments in bonds 323.68, : = 323.68,
‘Total is
Financial Liabilities
Derivative instrument 07 2 P 0.07
‘Total a
Tair Value measuring atthe end of the reporting Asat September
Particulars peieduing SS
Tevel Tevel2 Levels Total
Financial asset
Investments in mutual funds 307074 : = 1,070.74
Total ore
Fair Value measuring at the end of the reporting year Asat March 31,
Particulars gots porting bit
Tevel Tevel2 Tevels Total
Financial assets
Investments in mutual funds 4302 - 2 4,230.92
Investments in bonds 32508 - 4323.05
Derivative instrument* = - 0.00
‘Total a 797

 

 

“Amount is below the rounding off norms adopted by the Group.

 

Tair Value measuring atthe end of the reporting year As at March 31,

 

 

       

 

 

 

 

Particulars pa
Tevel Tevel2 Tevels Total
Financial ascot
Investments in mutual funds 2457.32 z =
Total 5732
Financial Liabilities
Derivative instrument
Total
Tair Value measuring atthe end of the reporting year As at March 31,
Particulars ee Paey pa
Tevel Tevel2 Levels Total
Financial assets
Investments in mutual funds 91297 - 2 1297
Derivative instrument 016 0.16

Total a

4) Financial assets and liabilities at fair value are reported at amounts that would be received from sale of an asset and amount of resource to be utilised for settlement ofa liability respectively in an orderly
transaction betwween market participants,

b) Other non-current financial assets and liabilities: Fair value is calculated using a discounted cash flow model with market assumptions, unless the carrying value is considered approximate to the fair value

¢) Trade receivables, cash and cash equivalents, other bank balances, other financial assets, non current deposits trade payables, borrowings, lease liabilities and other financial liabilities: Approximate their
carrying amounts largely due to the short-term maturities ofthese instruments. Fair value of investments in mutual funds are on the basis of net assot value as declared by mutual fund house as on the Balance
Sheet date

4) There has been no transfer between level 1, level 2 and level 3 during the above period / years.

“Amount is below the rounding off norms adopted by the Group.

248
\Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
(CIN: US1311W52002PLC094677

[Notes to Restated Consolidated Summary Statement

(All amounts are in INR Millon, unless otherwise stated)

53 Capital Management
‘The Group's capital management is driven by its policy to maintain a sound capital base to support the continued development of its business. The Board of Directors secks to maintain a prudent balance between
different components of the Groups capital. The Group monitors capital using, a gearing ratio, which is net debt divided by total capital. Net debt is defined as current and non- current borrowings (including
current maturities of long term debt and interest accrued) and lease liabilities less cash and cash equivalents and current investments, Excess cash and bank balance has been invested by the Group in fixed
deposits, bonds, debentures and mutual funds.

 

 

 

Particulars ‘Asat September Avat September Asat March 31, Asat March 31, Aeat March 31,
30, 2021 30, 2020 2021 2020 209
‘Share capital creer TNT BATT Ba 046
Other equity 8,351.09 9,158.63 10,666.23, 10,409.68,
Equity (A) 350853 10,660.14
Tao woe

 

(Cash and cash equivalents

 

 

 

 

 

 

Current investments 2,004.88 2462.56 455592 3549.42
(Other bank balances 494 10788 4.96 110.37,

‘Total fund (B) 25280 Faae7 Tia. 38 78s

Current borrowings = - = =

Lease Liabilities (F) 2,367.48 2,288.16 2,103.74 240747 1,836.95

‘Total debt (C) "2307 =a —~«iMT—~*«i TT __—~=*i«RGOT
Net debt (D=(C-B) 314.65 e551) @52328) 32058) 0,019.25)
‘Total capital (equity + net debt) 9088 ‘Sa7.69 ‘S008 9,339.16 T7BAD
Net debt to equity ratio (E=D/A) oF = 7 =
Net debs (excluding lease liabilities) [G=(D-F)] (2,052.80) 2.62397) (4,626.98) (371845) 2,886.23)

Net debt to equity ratio (excluding lease liabilities)
+ Net debt is negative and hence not applicable

53.1 The Group is having cash credit facility and the same carries interest of 8.00% pia. as on September 30, 2021 (September 30,2020 -8.00'S pa to 895% p.a) (March 31, 2021 -8.00% p.ato 895% pa) (March 31, 2020.
8.90% pa to 8.95% p.a) (March 31, 2019 - 9.35% pa to 9.50% paa). The facility is unutlised as on September 30, 2021, September 30, 2020, March 31, 2021, March 31, 2020 and March 31, 2019. Cash credit facility
‘was secured upto February 5, 2019 post which the same has become unsecured. It was secured by hypothecation charge on all movable property, plant and equipment and current assets of the Holding Company
Following immovable assets were also mortgaged for cash credit facility upto February 5, 2019:-

 

4) Leaschold property of Paridhan Garment Park, 19 Canal south Road, SDF-4 D201 to D204, Kolkata-700015 was mortgaged with Kotak Mahindra Bank for cash credit limit

'b) Land at EIGMEF Apparel park was mortgaged with HDEC Bank for the cash credit limit,

250
\Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
(CIN: US1311W52002PLC094677

[Notes to Restated Consolidated Summary Statement

(All amounts ae in INR Milton, unless otherwise stated)

52 Financial Risk Management

‘The Group's activities expose it to varity of financial risks: market risk, credit risk and liquidity risk, The Group's focus isto forsee the unpredictability of markets and seek to minimize potential adverse effects
‘on its financial performance. The primary market risk to the Group is commodity price risk. The Group uses forward contracts to mitigate foreign exchange related risk exposures.

2) Market Risk
‘The Group operates both in domestic and international market and consequently the Group is exposed to foreign exchange risk through its sales in overseas countries, The Group holds forward contracts such as

foreign exchange forwards to mitigate the risk of changes in exchange rates on foreign currency exposures

‘The following table analyses foreign currency risk from financial instruments:

 

Particulars ‘AeatSeplember AvatSeptember AsatMarch 31, AsatMarch 31, Asat March I,
30,2021 30, 2020 2021 2020 2m9

 

Exposure Currency (USD)
‘Trade receivables (INR in Million)? 5124 24.95 2379 22.03 1667
Exposure Currency (CAD)

‘Trade receivables (INR in Million)? - 0.08 023 7
‘Advance from Customer (INR in Milion)® 289) - S :

(1) For the period/year ended September 30, 2021, September 30, 2020, March 31, 2021, March 31, 2020 and March 31, 2019, every percentage appreciation in the exchange rate between the Indian rupee and
USD, would increase the Group's profit before tax by approx. INR 0.51 Millon, INR 0.25 Million, INR 0.24 Million, INR (122 Million and INR 0.17 Millon respectively.

(2) For the period/year ended September 30, 2021, September 30, 2020 and March 31, 2021, every percentage appreciation in the exchange rate between the Indian rupee and CAD, would increase the Groups
‘Profit/ (Loss) before tax by approx. INR (0.03) Million, INR 0.01 Million and INR 0.01 Million respectively.

Derivative Financial Instruments
‘The Group uses derivative instruments as part of its management of exposure to fuctuations in foreign currency exchange rates. The Group does not acquire or issue derivative financial instruments for trading
cor speculative purpeses. The Group does not enter into complex derivative transactions to manage the treasury risks. Treasury derivative transactions are inthe form of forward contracts and these are subject 9
the Group's guidelines and polices.

All derivative financial instruments are recognized as assets or liabilities on the balance sheet and measured at fair value, generally based on quotations obtained from banks. The accounting for changes in the
fair value of a derivative instrument depends on the intended use of the derivative and the resulting designation. The fair values of all derivatives are separately recorded in the balance sheet within current
assets and liabilities.

‘The Group uses derivative instruments as part ofits management of exposures to fluctuations in foreign currency exchange rates. The use of derivatives can give rise to credit and market risk. The Group tries to
control credit risk as far as possible by only entering into contracts with reputable banks and financial institutions. The use of derivative instruments is subject to limits, authorities and regular monitoring by
appropriate levels of management. The limits, authorities and monitoring systems are periodically reviewed by management. The market risk on derivatives is mitigated by changes in the valuation of the
underlying assets, liabilities or transactions, as derivatives are used only for risk management purposes.

‘The table below analyzes the derivative financial instruments into relevant maturity groupings based on the remaining maturity period,

 

Particulars ‘As at Seplomber Avat September AsatMarch31, Asai March 31, Asat Marchi,
30,2021 30, 2020 2021 2020 2019

 

Tess than Tyear
Forward contract -to cover expott receivables (amount in USD Million) 045 - 02 048 021

b) Commodity Price Risk
‘The Group is affected by price volatility ofits key raw materials and traded goods. Its operating activities requires a continuous supply of key material for manufacturing products. The Group's procurement
department continuously monitor the fluctuation in price and take necessary action to minimize its price risk exposure

©) Price Risk
‘The Group's businesses are subject to certain risks and uncertainties including financial risks. Group has invested in bonds, debentures and mutual funds. To manage its price risk arising from investments, the
Group diversifes its portfolio. The investments are susceptible to market price risk, mainly arising from changes inthe interest rates or market yields which may impact the return and value of such investments.

4) Credit Risk
Credit risk refers to the risk of default om its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables
amounting to INR 4,011.31 Million, INR. 3,421.15 Million, INR 3,612.42 Million, INR 3,720.56 Million and INR 3,327.42 Million as at September 30, 2021, September 30, 2020, March 31, 2021, March 31, 2020 and
March 31, 2019 respectively. Trade receivable includes both secured and unsecured receivables and are derived from revenue earned from domestic andl overseas customers. Credit risk has always been managed
by the Group through taking security deposits and bank guarantees from customers, credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Group
[grants credit terms in the normal course of business. An impairment analysis is performed at each reporting date on an individual basis based on historical data of credit losses.

For ageing analysis ofthe trade receivables, refer Note 14.1
.) Liquidity Risk

‘The Group's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations as well as investment in mutual funds, fixed deposits, bonds and debentures. The
(Group believes thatthe working capita is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

“The table below provides details regarding the contractual maturities of significant financial liabilities:

 

 

 

Particulars ‘Asat September Aeat September Asat March M1, Asat March 31, Aeat March 31,
30,2021 30, 2020 2021 2020 2019

Tess than Tyear

‘Trade payables 613.79 259.19 498.93 504.08, 58109

Lease Liabilities 52857 75380 0722 73085, 54042

Borrowings 2 - = - 0.02

(Other financial liabilities 202.77 1is.4 107.15 nar 7436

7685.13 T6133 7313.30 7327.35 7195.89

Between 2to3 year

Lease Liabilities 115092 Lust 1,053.55 1ains2 906.97

(Other financial liabilities 17442 160.98, 28.64 22.67 201.20
sR

More than 3 year

Lease Liabilities 387.96 39053 32.97 585.10 389.56

(Other financial liabilities oa st 579.15, 589.26, 514.08 493.05
a8 sas

‘Total si

  

249
Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
(CIN: USI311WH2002PL.C094677

Notes to Restated Consolidated Summary Statement

(All amounts are in INR Million, unless otheraise sted)

54 Segment Reporting :

Based on the Group's operating structure and information provided to the Chief Operating Decision maker for his review of performance and allecation of resources, the Group has only one reporting segment ie. Branded
Fashion apparel and accessories

(@) ‘The geographical information considered for disclosure are - India and Overseas

 

 

 

 

Particulars Revenue from Operations
For the period ended | Fortheperiod ended | Forthe year ended | Fortheyearended | Forthe year ended
September 30,2021 | September 30,2020 | March 31,2021 ‘March 31, 2020 ‘March 31, 2019
Tada SARS wort S5sn10 3988.06 790057
Overseas, 159.78, 36.94 96.06 16743, 10685,
Total 359643 7a705 S816 9155.49 3007.42

 

‘The following table shows the carrying amount of segment assets by geographical area to which these areas are attributable

 

 

 

 

 

 

 

 

 

 

Particulars Carrying amount of set
‘As at Seplember 30, | Asat September 30, | Asat March 31,2021 | AsatMarch 31,2000 | Avat March 31, 2019
2021 2020
Teds SAL 560058 32593 STs Biota
Overseas, 3 2 f = 7
Total 57.00 5.60058 5255.83 5 7a7a8 561.02

 

 

* Carrying amount of non current asses is excluding financial assets and deferred tax assets,

(i) Information about major customers

Revenue froma single customer during financial year 2019-20 amounting to INR 1,125.55 Million is more than 10% ofthe Group’s revenue.

 

Disaggregated revenue information

For disaggregation of revenue, refer Note 341

251
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CIN: Usisi1wH2002PL.091677

Notes to Restated Consolidated Summary Statement
{Allemounts arin INR Mili, anless others stated)

155 Share based payments

‘The Holding Company has an Employee Stock Option Scheme 2018 ("ESOP") as approved by the shareholders at their extra ordinary general meeting held on September 3, 2018. The ESOP scheme includes both tenure based and performance based stock options. The performance conditions attached to the option is measured by comparing

Holding Company's performance in terms of revenue and profit before tax over the performance period with budgeted revenue and budgeted profit before tax respectively a6 define inthe Scheme, and individual employee performance.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vesting Condon Trarhse Pad ranches Duel Grant] Names of options | rare
‘panted ce per sare
Tranche | Sepiemters amie [sana =
ctievement of performance | tyes tom the date [ Tranche] December 2, 2018 Ta Sr
Se ee eee Of grant of stock Tranche [January 2,200 Ta Ea
options TTranched | December 18 2000 | 7.198 a
Trenches? [August 25 2007 TST 0
* The option granted are post pli, Refer Note 20)
Movement of Options Granted
“The maverent ofthe opion i 8 given belo
Tariculane Tranche Tranche Tranche Tamed Teche Toul
Glock Options | Weighted Average | Slack Options | Weighted Average | Stak Options | Weighted Average | Stock Options | Weightad Average | —StaikOptions | Weighted Average | Stock Options
(Numbers) crerclse price (Number) | exercise price” | (Numbers) | execie price | (Bummbers) | exercise price’ | (Numbers) | eneciae price | (Number)
(Pree per option) (Pree per option) (Pree per aption) (Pree per option) (Price per option)
Options exercisable as at March 3, 2008 z = = 2 3 z = 2 3
[Options granted during the year san] En ca 3a] = z 2 2 = aa
[Options lapsed during the year (Unvesed) = 2 Z : = : : :
[Option exercisable ava March 1, 2019 aa a FES) 3a = = = = = Sasa
[opions granted during the year z : e = Ta = = = = T3009
[Options lapsed during te year (Unvesed) Ea aH = = 2 = 5 zs = was
[Options exercisable as at March, 2020, 29,566 3 FE an Ta He 5 z = = ZR
[Options granted during the year 2 = = = = = ma = = z a
[Options lapsed during the year (Unvesed) Tam a wal ao i) He 5 : = = ean
[Option exercisable as at March 31,2021 1.92960 3 997 a 0834 Re ma = = : Bin
[spt of shares rom INR 2 pr share To NRT par dare Refer Nowe AV Ta e Taam7 Toast e = 7 = ZiR7T
[Options granted during ie period E = = = = = = Tn a 55100
[Options apse during the prod (Taree) aD Fa = Z = = z 2 2 a7
[Option exercisable ar at September 302021 ara | a Ba TI BE a a 3 Ta a aaa
[Spine xeriable av at March 3, a0 (Pe api) Te ED Te en a Ed = : = = Ra
[Opuone lapsed during the period (Unvesed) (Pre =p) za 3 a oir = = z = = co)
[Options exercisable as at September 30,2020 (Pre spi) 336.296 3 2997 a aa Ea z z z zi 2n02

 

1554 As on September 30,2021, 262,520 (post split) number of options were vested September 30,2020 76,327 (pre split) mimber of options) (Match 31,2021 -76,327 (pre split) numberof options) (March 31,2020 - Ni) (March 31,2019 - Ni, Also no vested options laps atthe end ofeach reporting date. For the computation of diluted earnings per
hare, options outstanding at respective reporting dates have been considered as diltive (Refer Note 43).

1552. There were no options exercised o forfeited in any ofthe reporting period.

Fairvs

 

tion:

‘The air valuation of options was carved out by an independent valuer using Black Scholes Model. The various inputs and assumptions considered inthe pricing model at grant date forthe stock options granted under ESOP Scheme 2018 are as under.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parton Tranche TE2 “Tranche Tranche a Tranche 5
[Rak Fee meraate () 735 ea am a
[Option Lie vears) 7 7 7. 7
Expected Votan 7 = zs =
Fair value (in INK per pon) Tao ce an aaa
[Share price at options grant date Gn INK per sha) So eS Ts Soi]
* Post split Refer Note 20)
Effect ofthe above employee share-based payment plan onthe Restated Consolidated Summary Statement of Profits and Losses and on is financial position:
Particulars For the period ended | For the period ended ] For the year ended | For the year ended | For the year ended
September 30,2021 | September 30,2020 | Mareh3t,2021 | March 31,2020 | March 31,2019
[Employee Compensation Cost paraining to share based payment plans Ga INR MMlion) TOS] 75 cc TT Tat

 

 

252

 
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
(CIN: Usi311WE2002PLCO%677

[Notes to Restated Consolidated Summary Statement

(All amounts are in INR Milion, unless otherwise stated)

56 Business Combination:

Amalgamation of Rainbow Iron & Steel Suppliers Private Limited withthe Company
‘The National Company Law Tribunal (NCL) vide order dated September 25, 2018, sanctioned the Scheme of amalgamation of Rainbow Ion & Stel Supplies Private Limited (RISSPL’) with Vedant Fashions Private Limited (VEPL")
pursuant tothe provisions of Sections 230 to 232 of the Companies Act 2013 read with Companies (Compromises Arrangements and Amalgamations) Rules, 2016 the Scheme"), Aecounting for this scheme of amalgamation has been done as
per ‘Pooling of Intesest Method! as prescribed by Appendix C of Ind AS 103 Business Combinations for entities under common control. The appointed date ofthe Scheme was December 15, 2017, however the effet of amalgamation was
considered inthe books retrospectively as per the requirements of Ind AS 103 Business Combinations.

 

(On the Scheme becoming effective, the Holding Company isued 96,42.250 number of flly paid up equity shares of the Holding Company’ to shareholders of RISSPL ie. 1928 paid up shares of INR 2 each foreach shares held by the
shareholders in RISSPL. Accordingly, dhe aggregate amount of shares issued on December 21,2018 amounting 1 INK 19.28 Million (@ INK 2 per share fully paid up is disclosed as "Shares pending issuance" under Other Equity as at March
31, 2018. These shares have been issued during financial year 2018-19 and consequently transferred to share capital

 

RISSPL was having investment in 9530,000 numberof shares ofthe Holding Company. As per the Schome, the shares of Holding Company held by RISSPL were cancelled. The excess amount of the canclled share capital of the Company
‘over the investment by RISSPL in the Holding Company, amounting to INR 7-62 Million, was weated as Capital Reserve in the Holding Company's financial statements as on March 31, 2018 and March 3, 2019

‘The financial information as at and for the corresponding, year ended March 31, 2018 and March 31, 2019 have been prepared considering the impact of aforesaid scheme of amalgamation with elfect from April 01,2017. The financial
information of RISSPL are based on the previously issued statutory financial statements prepared in accordance with the accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2006 (as
amended) specified under section 133 ofthe Act, ead with the Companies (Accounts) Rules, 014 forthe year ended March 31,2018 and March 31,2017 dated August 25,2018 and June 10,2017 respectively as adjusted forthe diferences in
the accounting principles adopted by the Company on transition to the Ind AS. These financial statements have not been updated for any subsequent event from the date they were previously issued

 

In accordance with the scheme of amalgamation, the authorised share capital of RISSPL (250 Million equity shares of INR 2 each) was merged and combined with the authorised share capital ofthe Holding Company:

‘Assets acquired and liabilities assumed
“The carrying value ofthe assets and liabilities of business undertaking as on Apri

 

 

 

 

 

 

 

 

Parca Caying Var
recognized on
business
combination
eset
[cath and cash equvatens 3678
investments 235
Hota) Seay
linbittes & Reserves
Hrade payable ome
Income tx ablis (net of advances) 024
Retained Earnings 3676
Securities Premium Reserve 160
Deferred Tax Liability * 00
orl) 3a
Tot aw) I os

 

 

Purchase consideration to be tanafen

 

od fhown ae Shares Pending Tasuance] Tae
[Difference in Net Assets taken over (including reserves) and purchase consideration adjusted to rlained earnings as on Apa a7)

by 2017

* Amount is below the rounding off norms adopted by the Group,

 

 

 

 

253
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
CIN: U51311WB2002PLC094677
Notes to Restated Consolidated Summary Statement
(All amounts are in INR Million, unless otherwise stated)

57 Group Information

 

 

 

 

Note 57.2)

 

 

 

branded fashion
apparel and
accessories

 

 

 

 

 

Particulars ‘Country of Principal] As at September | As at September | As at March 31,] As at March 31, | As at March 31,
incorporation/ | _ activities 30, 2021 30, 2020 2021 2020 2019
place of % of Holding | % of Holding | %of Holding | % of Holding | % of Holding
business
[Subsidiaries
iy Manyavar Creations Private Limited India Trading of 100% 100% 100% 100% 100%
branded fashion
apparel and
accessories
ii) Mohey Fashions Private Limited (Refer India Trading of 0% 100% 100% 100% 100%

 

57:1 As on the any of the reporting periods, there are no subsidiaries that have non-controlling interests.

57.2 The Hok

 

ing Company has sold its stake in Mohey Fashions Private Limited (MFPL), a wholly owned subsidiary to Ravi Modi & Shilpi Modi (relate arties) on August 20,
1g Company has sold its stak hey Fashi dl holly owned subsidiary hilpi Modi (related p: ig

2021 at a total consideration of INR 1.00 Million. With effect from August 20, 2021, the Holding Company lost its control on its subsidiary Company. Consequently, net
assets on the date of transfer aggregating INR 0.39 Million has been derecognised and profit of INR 0.61 Million has been recognised as profit on sale of investment in

subsidiary Company. There are no operations in the subsidiary Company

 

-e incorporation.

254

 
\VedantFasions Limite frmecyhnowa at Vodan Fashion Peete Listed)
(Amst INR Min ano rcs ited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name oe ca i Grae ‘Ne fasts ol aac not So Tae pe Ghar other compebenive aeons Tia Tatas capa Tae
wrote ie ‘omprchensve income “ompechensve income
ani Tacs Ta Tae Tae oe ar Ta Ta Tae a
ansor Gatien aie Ta t a Pan ass a a Ta BE
Naf shone Pete Li er RST T corey mi rey ‘uae
Tee] Doo Sire wae ae aa ‘iris aa
1
ee eam Ta] 1 a oo Tae Fn}
[reat ie. | pony or oF oe ro oe Tae
Rane RS ye Ga Ne Asso OT STOTT See PAT Shae Hane cape eRe aR ‘Sia Tata competion Tae
aa 1
[tant nea Tae Tsar a EE] Ta ra ce Ta]
[Mabey Fashions Pvate Ld (Refer Nat noes oo nna @.00] “ai 9.00]
Tess Tae Tso rz Tae am] 67 zal
etrcmpany Tintin ad canal anon SaaS ase Ta ro} Te aaa oo eae 7
[Four ooo 3650 aoe wary oe wa] ao 20]

 

Name oe ea i Gro

 

 

‘Ne Asses ol aac in Tot ables

Ta a]

 

 

 

 

‘compechensve income

 

 

‘compechensve income

 

 

Name othe cay Groap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Netsnt ies TE Tae Te aT ema Ta] Te aT
Sanya Gatos vie Ta TE Ta Tay =a Ta Ta] Tee a
[May shone ete Li er NST a 1 oa over 0 nc 1a
meas Tas ae Tas co Ta] Hea Ta
eecmpany atin ad cana ton RE are aay] aaa zu] aaa al
[Fear 0% Tas woe 3337 ae a] oD 337
Rae aT a a ae NETS TT ROTTS Tarte pea Tia Trai compere Tae Tia al cenperbemte Taam
tect ie ‘ompeehote icone ‘compchensve income
Naf Fskons Pete Ls ster RESTO] ei] Tear
Jeropany clinnaton and ensaliation sjananene aa 75 aoe
[rat iam ae oo a sano.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

255

 

 
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
(CIN: U51311WB2002PLC094677

Notes to Restated Consolidated Summary Statement

(All amounts are in INR Million, unless otherwise stated)

59

vi)

vii)

 

Critical estimates and judgements in applying accounting policies
‘The management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Information about estimates and judgements
made in applying accounting policies that have the most significant effect on the amounts recognized in the Restated Consolidated Summary Statement are as follows:

 

Revenue Recognition
Management applies following criteria to determine the point of revenue recognition:

(a) The Group has a present right to payment for the product if a Customer/ Franchisee is presently obliged to pay for an product in accordance with the terms of the
agreement

(b) The Customer/ Franchisee has legal title to the product

(0) The Group has transferred physical possession of the product

(d) The Customer/ Franchisee has the significant risks and rewards of ownership of the product

(e) The Customer/ Franchisee has accepted the product

 

Based on the evaluation of the aforementioned criteria, the Group recognises revenue when the good are delivered to the Customer/ Franchisee.

Property, plant and equipment and useful life of property, plant and equipment and intangible assets
The carrying value of property, plant and equipment and intangible assets (excluding brand & goodwill) is arrived at by depreciating the assets over the useful life of
assets. The estimate of useful life is reviewed at the end of each financial year and changes are accounted for prospectively.

Impairment of non-financial assets (including intangible assets)

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal
and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar
assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model. The
recoverable amount is sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash-inflows and the growth rate used for
extrapolation purposes. These estimates are most relevant to the goodwill and brand.

Estimation of Provisions and contingencies

The assessments undertaken in recognising provisions and contingencies have been made in accordance with the applicable Ind AS. A provision is recognized if, as a
result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will
be required to settle the obligation. Where the effect of time value of money is material, provisions are determined by discounting the expected future cash flows.

 

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Group. There are certain obligations which management
has concluded, based on all available facts and circumstances, are not probable of payment or are very difficult to quantify reliably, and such obligations are treated as
contingent liabilities and disclosed in the notes but are not reflected as liabilities in the financial statements. Although there can be no assurance regarding the final
outcome of the legal proceedings in which the Group is involved, it is not expected that such contingencies will have a material effect on its financial position or
profitability.

 

 
 

Defined benefit plan

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves
making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and
mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each reporting date. The parameter most subject to change is the discount rate. In determining the appropriate discount
rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment
benefit obligation. The mortality rate is based on publicly available mortality table. Those mortality tables tend to change only at interval in response to demographic
changes. Future salary increases and gratuity increases are based on expected future inflation rates. (Refer Note 46)

   

 

Leases
‘The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably
certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Group has several lease contracts
that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew or terminate
the lease. It considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group
reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option
to renew or to terminate.

  

Share-based payment
The Holding Company uses the most appropriate valuation model depending on the terms and conditions of the grant, including the expected life of the share option
and volatility. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 55.

Fair Value Measurements

Management applies valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets.
This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on
observable data as far as possible but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the
actual prices that would be achieved in an arm’s length transaction at the reporting date.

 

256
‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
(CIN: U51311WB2002PLC094677

Notes to Restated Consolidated Summary Statement

(All amounts are in INR Million, unless otherwise stated)

ix) Recoverability of Deferred Tax Assets
Deferred tax assets are recognised for unused tax losses including capital losses to the extent it is probable that taxable future profit/capital gains will be available
against which applicable losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised,
based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Deferred tax assets on Long term capital loss have not
been recognised in the absence of certainity of availability of adequate future long term capital gains for set off. Further details on taxes are disclosed in Note 9 and Note
25,

   

x) Current versus non-current classification
‘The Group presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
- Expected to be realized or intended to be sold or consumed
- Held primarily for the purpose of trading;
- Expected to be realized within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.

 

normal operating cycle;

 

A liability is treated as current when:

- It is expected to be settled in normal operating cycle;

- It is held primarily for the purpose of trading;

It is due to be settled within twelve months after the reporting period, or

- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.

 

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Group has evaluated and
considered its operating cycle as 12 months. Deferred tax assets/ liabilities are classified as non-current assets/ liabilities

60 For the year ended March 31, 2020 and for six month ended September 30, 2020

In March 2020, the World Health Organization declared COVID-19 to be a pandemic. Consequent to this, Government of India declared a national lock down on March
24, 2020, which has impacted the business activities across the Industry. The Group has been taking various precautionary measures to protect employees and their
families from COVID-19. The Group has assessed the impact of this pandemic on its business operations and has considered all relevant internal and external
information available up to the date of approval of these financial statements, in determination of the recoverability and carrying value of property, plant and
equipment, goodwill, other intangible assets, and in relation to other financial statement captions. The impact of COVID-19 pandemic on the overall economic
environment being uncertain may affect the underlying assumptions and estimates used to prepare the Group's financial statements, which may differ from that
considered as at the date of approval of these financial statements. The Group will continue to closely monitor any material changes to future economic conditions. The
Group has resumed its business activities on a gradual basis in line with the guidelines issued by the Government authorities

 

 

   

For the year ended March 31, 2021 and for six month ended September 30, 2021

Recently, there has been a spike in the COVID-19 cases again in across the Country and as a result government is imposing partial lockdown/ restrictions in certain
area. The management is monitoring the situation closely and is operating its activities with the required workforce as permitted by the Government. The management
has made an ly impact of the COVID-19 on overall economic environment and on the Group, in particular,
based on which it does not expect further reduction in demand of the Group's products and any challenge in the Group's ability to continue as a going concern or
meeting its financial obligations. However, the above evaluations are based on information available upto the date of approval of these financial statements, which are
very dynamic and subject to uncertainties that COVID-19 outbreak might pose on economic recovery.

 

   

In terms of our report attached of the even date

For S. R. Batliboi & Co. LLP ‘Vedant Fashions Limited (formerly known as Vedant Fashions Private Limited)
Chartered Accountants For and on behalf of the Board of Directors
ICAI Firm registration number: 301003E/E300005

per Bhaswar Sarkar Ravi Modi Shilpi Modi
Partner Chairman and Managing Director Wholetime Director
Membership No. 055596 DIN : 00361853, DIN : 00361954
Place: Kolkata Rahul Murarka Navin Pareek
Date: November 8, 2021 Chief Financial Officer Company Secretary

ICSI Membership No : F10672

257
OTHER FINANCIAL INFORMATION
Accounting ratios

The accounting ratios derived from Restated Consolidated Financial Statements required to be disclosed under
the SEBI ICDR Regulations are set forth below:

(@ in million, except per share data and number of equity shares, unless otherwise specified)

Asat As at As at Asat As at
Particulars Septembe Septembe March31, March31, March 31,
30,2021 30,2020 2021 2020 2019
A | Net worth attributable to equity shareholders 8,585.91 9,398.88 10,906.48 10,652.52 | 8,820.08
B_ Profit/(loss) for the period/year 984.07 | (176.47) 1,329.03 2,366.37 | 1,764.27
C | Weighted average number of ordinary shares | 245,520,6  248,248,4  248,060,0 | 250,454,8 | 250,454,8
outstanding during the period /year 24 70 00 40 40
D | Weighted average number of dilutive potential | 245,689,3 | 248,269,8 | 248,135,1  250,454,8 | 250,454,8
equity shares outstanding during the 95 | 62 21 40 40
period/year
E. Number of equity shares outstanding 242,432,2 | 247,866,5 | 247,866,5  250,454,8 | 250,454,8
54 98 98 40 40
F. Accounting Ratios
Basic Earnings per share (B/C) (in 2)** 4.01" (0.71)* 5.36 9.45 7.04
Diluted Eamings per share (B/D) (in 2)** 4.01* (0.71)* 5.36 9.45 7.04
Return on Net worth for Equity shareholders 11.46*% | (1.88)*% 12.19% 22.21% 20.00%
(B/A)
Net Asset value per share (in 2) 35.45 37.95 44.03 42.56 35.25
G EBITDA 1,759.53 293.48 | 2,817.05 3,987.65 | 3,379.54
EBITDA Margin (%) 48.90% | 40.93% 49.88% 43.55% | 42.21%

*Not annualised.
** Pursuant to a resolution of our shareholders dated July 16, 2021, each equity share of our Company of face value of @ 2 was sub-divided
into 2 equity shares of face value of ® 1 each. All per share data has been calculated after giving effect to such sub-division in accordance
with principles of Ind AS 33-“Earnings per share”.

Notes:

1) ‘Net worth’ is the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account
and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the restated balance sheet, but does not include reserves created out
of revaluation of assets, write-back of depreciation and amalgamation. As capital reserve is not created out of the profits, same has not
been considered for the purpose of calculation of Net worth.

Reconciliation of Net Worth

As at period/Fiscal ended
: in million)
Lae September September March31,_— March31, March 31,
30, 2021 30, 2020 2021 2020 2019

Equity share capital (A) 242.44 247.87 247.87 250.46 250.46
Other equity

- Securities Premium (B) 7 1,298.87 1,298.87 2,383.28 2,383.28
= General Reserve (C) - : : - a
- Capital Redemption Reserve (D) 8.02 2.59 2.59 = -
~ Retained Earnings (B) 8,290.11 7,815.50 9,322.39 7,992.70 6,173.83
- Share based on payment reserve 45.34 34.05 34.76 26.08 12.51
(ESOP) (F)

Total (G) = (B)+(C)+(D)+(E)+(F) 8,343.47 9,151.01 10,658.61 10,402.06 8,569.62
Net worth (H) = (A)+(G) 8,585.91 9,398.88 10,906.48 10,652.52 8,820.08
Reconciliation of profit for the year/period to EBITDA and EBITDA margin
(in million, unless otherwise indicated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

for the period/Fiscal ended

Particulars ee 30, iL 30, March 31, 2021 March 31, 2020 | March 31, 2019
Profit/(loss) for the 984.07 (176.47) 1,329.03) 2,366.37 1,764.27
period/year (A)
Finance costs (B) 122.35 134.15 258.22! 256.06 196.30
Total tax expense 340.64 (37.70) 490.14) 752.04 945.11
for the period/year
(©)
Depreciation and 431.15 491.00 955.29) 887.34 643.00
amortisation
expense (D)
Other — Finance
income
Interest income on
- Fixed deposits 7.91 26.28 41.63) 53.42 12.29
- Loans 0.01 0.02 0.02} 0.34 0.52
- Bonds and 16.53 40.64 65.06] 78.75 19.07
debentures
- Others 5.91 21.83 30.26} 25.55 18.03
Dividend income - - + 38.09 39.11
from mutual funds
Profit on sale of 33.31 21.57 47.24) 62.87 76.35
investments
Profit on fair 54.40 7.16 31.42) 15.14 3.77
valuation of
investments
carried at FVTPL
Profit on sale of 0.61 - + - -
investment in
subsidiary
Company
Total (E) 118.68 117.50 215.63} 274.16 169.14
EBITDA (F) = 1,759.53 293.48 2,817.05 3,987.65 3,379.54
(A)+(B)+(C)+(D)-
(E)
Revenue from 3,598.43 717.05 5,648.16 9,155.49 8,007.42
operations (G)
EBITDA Margin 48.90% 40.93% 49.88%) 43.55% 42.21%
(E)\(G)*100

 

 

 

 

 

 

EBITDA = Earnings before interest, taxes, depreciation and amortisation expense, which has been arrived at by obtaining the profit / (loss)
for the period/year and adding back finance costs, total tax expense, depreciation and amortisation expense and reducing other finance income.

Other financial statements

In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of our Company for
Fiscals 2021, 2020 and 2019 (collectively, the “Audited Financial Statements”) are available on our website at
https://www.vedantfashions.com/company-financials.

Our Company is providing a link to this website solely to comply with the requirements specified in the SEB]
ICDR Regulations. The Audited Financial Statements and the reports thereon do not constitute (i) a part of this
Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum,
an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities
under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere. The
Audited Financial Statements and the reports thereon should not be considered as part of information that any
investor should consider subscribing for or purchase any securities of our Company, our Subsidiary or any entity
in which our Shareholders have significant influence (collectively, the “Group”) and should not be relied upon
or used as a basis for any investment decision. None of the Group or any of its advisors, nor BRLMs or the Selling
Shareholders, nor any of their respective employees, directors, affiliates, agents or representatives accept any
liability whatsoever for any loss, direct or indirect, arising from any information presented or contained in the
Audited Financial Statements, or the opinions expressed therein.

259
CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalization as at September 30, 2021, on the basis of amounts
derived from the Restated Consolidated Financial Statements, and as adjusted for the Offer. This table should be
read in conjunction with the sections “Management's Discussion and Analysis of Financial Position and Results
of Operations”, “Restated Consolidated Financial Statements” and “Risk Factors” on pages 262, 190 and 27,
respectively.

(in @ million, except ratios)

r Pre-Offer as at September 30, As adjusted for the proposed
See 2021" caw offers
Borrowings

Current borrowings zi z
Non-current borrowings (including . =

current maturities)
Borrowings (A) Z =

Total Equity*
Equity share capital 242.44 242.44
Other Equity 8,351.09 8,351.09

Total Equity (B) 8,593.53 8,593.53

Borrowings/ Total Equity (A/B)* = =
Non-current Borrowings (including = z
current maturities)/ Total Equity
* Debt to Equity Ratio = Borrowings/ Total Equity.
“Our Company has allotted 262,520 Equity Shares pursuant to a resolution of the Board dated October 16, 2021 to eligible employees of the
Company pursuant to the ESOP Plan. These have not been adjusted in the above table.
SOur Company offered the Equity Shares through an Offer for Sale and there is no fresh issue by way of initial public offering. Hence, figures
appearing in “Pre-Offer as at September 30,2021" and “As adjusted for the Proposed Offer” remains unchanged.

260
RELATED PARTY TRANSACTIONS

For details of related party transactions as per the requirements under Ind AS 24 — Related Party Disclosures, read with the
SEBI ICDR Regulations, for the six months period ended September 30, 2021 and September 30, 2020, and for the years
ended March 31, 2021, March 31, 2020 and March 31, 2019, see “Restated Consolidated Financial Statements — Note 49 —
Restated Ind AS Consolidated Statement of related party disclosures”, see “Risk Factors —41. We have in the past entered into
related-party transactions and may continue to do so in the future” on page 50.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS

You should read the following discussion in conjunction with the Restated Consolidated Financial Statements
included herein as of and for the six months ended September 30, 2021 and 2020 and Financial Years ended
March 31, 2021, 2020 and 2019, including the related notes, schedules and annexures. The Restated Consolidated
Financial Statements derived from our audited consolidated financial statements prepared in accordance with
Ind AS or Ind AS 34, as applicable and restated in accordance with the requirements of Section 26 of Part 1 of
Chapter III of the Companies Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company
Prospectus (Revised 2019) (as amended) issued by the ICAI. Ind AS differs in certain material respects from IFRS
and US GAAP. See “Risk Factors — External Risk Factors — Risks Related to India — Significant differences exist
between Ind AS used to prepare our financial information and other accounting principles, such as U.S. GAAP
and IFRS, which may affect investors’ assessments of our Company’s financial condition.” on page 55.

Our Financial Year ends on March 31 of each year. Accordingly, all references to a particular Financial Year
are to the 12-month period ended March 31 of that year. Financial information for the six months ended
September 30, 2021 and 2020 is not indicative of full year results and is not comparable with the annual financial
statements presented in this Prospectus.

We have included various operational and financial performance indicators in this Prospectus, many of which
may not be derived from our Restated Consolidated Financial Statements. The manner in which such operational
and financial performance indicators are calculated and presented, and the assumptions and estimates used in
such calculations, may vary from that used by other companies in India and other jurisdictions. For the purposes
of this section, for certain analyses we have used historical methodologies and internal categorizations to enable
a consistent representation of our business. Such information may vary from similar information publicly
disclosed by us in compliance with applicable regulations in India. Investors are accordingly cautioned against
placing undue reliance on such information in making an investment decision, and should consult their own
advisors and evaluate such information in the context of the Restated Consolidated Financial Statements and
other information relating to our business and operations included in this Prospectus.

Unless otherwise indicated, the industry-related information contained in this Prospectus is derived from the
CRISIL Report, which has been commissioned and paid for by our Company for an agreed fee for the purposes
of confirming our understanding of the industry exclusively in connection with the Offer. Given the scope and
extent of the CRISIL Report, disclosures are limited to certain excerpts and the CRISIL Report has not been
reproduced in its entirety in this Prospectus. There are no material parts, data or information (which may be
relevant for the proposed issue), that have been left out or changed in any manner. Unless otherwise indicated,
all financial, operational, industry and other related information derived from the CRISIL Report and included
herein with respect to any particular year refers to such information for the relevant financial year.

This discussion contains forward-looking statements that involve risks and uncertainties and reflects our current
view with respect to future events and financial performance. Actual results may differ from those anticipated in
these forward-looking statements as a result of factors such as those set forth under “Forward-looking
Statements” and “Risk Factors” on pages 15 and 27, respectively.

Overview

We are the largest company in India in the men’s Indian wedding and celebration wear segment in terms of
revenue, OPBDIT and profit after tax for the Financial Year 2020 (Source: CRISIL Report). According to CRISIL,
our ‘Manyavar’ brand is a category leader in the branded Indian wedding and celebration wear market with a pan-
India presence, as of Financial Year 2020. We have established a multi-channel network and introduced brands
by identifying gaps in the under-served and high-growth Indian wedding and celebration wear category (Source:
CRISIL Report). We focus on spreading India’s vibrant culture, traditions and heritage through our aspirational
yet value for money brands at a diverse range of price points. We offer a one-stop destination with a wide-spectrum
of product offerings for every celebratory occasion and aim to deliver an aristocratic yet seamless purchase
experience to our customers through our aesthetic franchisee-owned exclusive brand stores.

We are focused on further enhancing our leadership position in the organized Indian wedding and celebration
wear market and establishing our dominance in the premium and value segments of the men’s Indian wedding
and celebration wear market through our brands, Twamev and Manthan, respectively, and in the women’s Indian
wedding and celebration wear market through our brand, Mohey, launched in 2015. Through our diverse portfolio
of leading and differentiated brands, including our acquisition of Mebaz in financial year 2018, a regional legacy
brand catering to the entire family with a rich heritage and established presence in the states of Andhra Pradesh
and Telangana, we are able to better cater to the needs of our customers and the aspirations of the entire family
yet remain value for money and service the varying financial budgets of our Indian consumers. In Financial Years
2019, 2020 and 2021 and the six months ended September 30, 2021, 92.20%, 91.14%, 90.14% and 88.09% of the
Sales of our Customers, respectively, was generated by franchise-owned exclusive brand outlets (our “EBOs”),
with the remaining by multi-brand outlets (“MBOs”), large format stores (“LFSs”) and online platforms,
including our website (www.manyavar.com) and mobile application.

The table below sets forth our brands as per their respective year of launch or acquisition (as applicable), the
relevant positioning in the market, the price spectrum of the product mix of each brand and the distribution channel
through which each brands’ products are available in the market.

Brand Year Brand Positioning Price Spectrum Distabution
Channel
1999" | Men’s and boys’ flagship brand Mid-premium EBOs, MBOs, LFS,
(anyaviar e-commerce
g 2015 | Women’s flagship brand Mid-premium EBOs and e-
(Mohey commerce
t reste 2017 | Men’s, women’s and kids’ brands | Mid-premium to | EBOs
Me JAZ for the South Indian market premium
DER 2018* | Men’s value brand Value MBOs, LFS, e-
commerce
@® 2019 | Men’s premium brand Premium EBOs
twamev

  
 

* The brand ‘Manyavar' commenced operations through a predecessor entity in 1999,
“The brand “Mebaz' commenced operations in 2002 and was acquired by the Company in financial year 2018.
* Large scale operations commenced following a refreshed launch in 2018.

Our portfolio of products includes a diverse range of attires and accessories, each conceptualized by our designers
who have experience in serving the distinct regional preferences of the Indian customer. Our products are
manufactured by artisans having an abundance of expertise in the Indian wedding and celebration wear market,
supplemented by our own ingrained knowledge of the demands of Indian festivals and weddings. Our wedding
portfolio also includes different ranges of creations for different members of the wedding entourage, besides
unique personalization for the bride and the groom. Over the years, we have built longstanding relationships with
vendors and artisans, which have been critical towards us being able to command a dominant position in a market
that was conventionally an unorganized market.

We are asset-light in respect of our plant, property and equipment which enables us to achieve a high return on
capital employed, primarily due to the nature of our sourcing and manufacturing operations, with a substantial
majority of our sales being generated through our franchisee-owned EBOs. As a result, we do not need to invest
in developing manufacturing facilities or a distribution system and by using economies of scale, we are able to
optimize several costs such as our production and procurement costs, distribution costs and employee costs,
thereby leading to improved profitability. Our omni-channel presence, through EBOs and online platforms, is
designed in a manner such that products across our brands are available under one universal platform. As a result,
we are able to make our products available to our customers through their preferred mode of shopping and
purchasing. The success of our franchisee-based model is proven by the fact that as of September 30, 2021,
approximately 73% of our franchisees have operated our stores for three or more years, and 65% of the Sales of
our Customers by our franchisee-owned EBOs is derived from franchisees having two or more stores. Through
our network of over 300 franchisees as of September 30, 2021, we have a track record of commanding a high
initial capital commitment from our franchisees and in return, provide all necessary support in connection with
identifying and approving potential locations for new stores, managing multi-channel advertising on a national
and regional basis, store development and inventory management, management of the supply chain and provide
detailed training programmes for store staff and franchisees. We also incur lease costs in connection with EBOs
operated by our franchisees on premises leased by us.

As of September 30, 2021, we had a retail footprint of 1.2 million square feet covering 535 EBOs (including 58
shop-in-shops) spanning across 212 cities and towns in India, and 11 EBOs overseas across the United States,
Canada and the UAE, which are countries with a large Indian diaspora. In addition to our offline retail presence,
our consumers also have the option of placing orders through our website (www.manyavar.com), our mobile
application and through leading lateral e-commerce platforms. As our offline and online channels are integrated,
our customers can place orders for our products either offline or online, and have the flexibility of buying products
at one store and returning at another or browsing our product catalogues and placing orders online with doorstep
delivery. We also operate a QR-code enabled digital catalogue at many of our stores so that our customers can
select a product of their choice from our entire range of offerings.

Technology is at the forefront of our operations and is essential to us being able to attain operational efficiencies
in our sourcing, manufacturing, distribution and sales processes and delivering an enhanced retail experience to
our customers. Most of our business operations are system-driven with limited manual intervention. We utilise
data analytics for capturing and analysing evolving consumer preferences and purchase trends across the country,
and have developed a strong expertise and understanding of consumer preferences across India. We also rely upon
our technology platforms to monitor and manage store inventory levels on a real-time basis and integrate our stock
and supply chain with our production cycle. Our back-end production processes, including our supply chain and
inventory management are data-based and algorithmically managed with every stage system-driven, including the
procurement of raw materials, manufacturing (on an SKU-identifiable basis), warehouse inventory management
and store replenishment (including new store opening fill). As a result, we have a record of every product sold at
our franchisee-owned EBOs and are able to maintain synchronisation between store inventory, sales and billing
cycles from each store. We have also developed a mobile application and an upgraded website to support the
customer product selection and sales processes.

To achieve a deeper connect with our consumers, we utilise targeted marketing campaigns through digital and
social media, billboards, multiplex cinemas, television advertisement and live events. We believe we have
developed a strong brand identity through effective brand advertising and distinct marketing campaigns for our
brands. We attempt to connect with our customers at an emotional level through subtle messages that our
customers can relate to. These include values-based messaging themes embedded around traditional cultural
values, such as “Diwali Wali Feeling”, “Shaadi Grand Hogi”, “Pehno Apni Pehchan” “Apno Wali Shaadi” and
“Shaadi ka Kharcha Adha Adha”. Some of our campaigns are also based on specific categories of persons such
as groomsmen or specific celebrations and occasions.

Headquartered in Kolkata, we are led by our founder, Chairman and Managing Director, Mr. Ravi Modi, a first-
generation entrepreneur who has proven his flair for the art of brand building and retailing with the success of our
brands. Mr. Modi is supported by an experienced management team whose achievements have been recognised
by a number of industry awards including the Global Award for Retail Excellence, 2020, India’s Retail Champions
(Speciality Retail), 2020, and Best Men’s Ethnic Wear Brand (East), 2019. Since 2017, we have also benefited
from the support, guidance and expertise of marquee investor, Kedaara Capital, through Kedaara Capital
Alternative Investment Fund — Kedaara Capital AIF 1 and Rhine Holdings Limited.

In the six months ended September 30, 2021, 44.76% of the Sales of our Customers was generated by our
franchisee-owned EBOs from Tier I cities, 38.64% from Tier II cities and 13% from Tier III cities. The remaining
3.59%% of our franchisee-owned EBO revenues were generated from international markets. In Financial Year
2021, 44.22% of the Sales of our Customers was generated by our franchisee-owned EBOs from Tier I cities,
42.05% from Tier 2 cities and 12.31% from Tier 3 cities. The remaining 1.42% of the Sales of our Customers by
our franchisee-owned EBOs was generated from international markets. For Financial Years 2019, 2020 and 2021
and the six months ended September 30, 2020 and 2021, our revenue from operations was = 8,007.42 million,
% 9,155.49 million, = 5,648.16 million, = 717.05 million, = 3,598.43 million, respectively. Similarly, our profit /
(loss) for Financial Years 2019, 2020 and 2021 and the six months ended September 30, 2020 and 2021 was.
2 1,764.27 million, % 2,366.37 million and 2 1,329.03 million, % (176.47) million and % 984.07 million,
respectively. Our EBITDA for Financial Years 2019, 2020 and 2021 and the six months ended September 30,
2020 and 2021 was 23,379.54 million, % 3,987.65 million, % 2,817.05 million, % 293.48 million and
% 1,759.53 million, respectively, and our ROCE for Financial Years 2019, 2020 and 2021 and the six months
ended September 30, 2020 and 2021 was 48.24%, 47.80% and 34.07%, (2.76)% and 22.16% respectively. For a
reconciliation of our profit for the period to EBITDA, see “Other Financial Information” and “Certain
Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation” on pages 258
and 12, respectively.

264
Significant Factors Affecting our Results of Operations
Our results of operations and financial condition are affected by a number of important factors including:

Growth of retail channels

A key driver of growth of our revenue from operations has historically been the growth of our retail channels. We
sell our products through (i) our franchise-owned exclusive brand outlets EBOs, (ii) MBO, (iii) LFSs and (iv)
online platforms, including our website (www.manyavar.com) and mobile application. As of September 30, 2021,
we had 488 EBOs (including those outside India but excluding shop-in-shops), 825 MBOs (including sho
shops) and 145 LFSs. As of the same date, our EBO footprint (excluding shop-in-shops) spanned across 196 cities
and towns in India and 8 international cities, and we had 11 overseas EBOs across the United States, Canada and
the UAE, which are countries with a large Indian diaspora.

 

We derive most of the Sales of our Customers from sales of products through EBOs. For the financial years 2019,
2020 and 2021 and the six months ended September 30, 2021, EBOs accounted for 92.20%, 91.14%, 90.14% and
88.09% of the Sales of our Customers, respectively. For the financial years 2019, 2020 and 2021 and the six
months ended September 30, 2021, the sales of products through MBO and LFS, in aggregate, accounted for
7.07%, 7.86%, 7.63% and 8.23% of the Sales of our Customers, respectively. For the same periods, sales of
products through our online platforms accounted for 0.73%, 1.00%, 2.23% and 3.68% of the Sales of our
Customers, respectively. The performance of our franchisee-owned EBOs are critical to our overall performance,
and will remain a key focus going forward.

We expect to focus our physical retail footprint expansion through increasing the number of our franchisee-owned
EBOs. We have identified several cities and towns in both existing geographies where we have a presence and
new geographies where we plan to establish our first EBOs. Between Financial Years 2016 to 2021, we have
increased our retail space footprint from approximately 0.50 million square feet to over 1.1 million square feet,
and aim to double our national footprint over the next few years. That said, we may not be able to open new stores
in attractive and suitable locations. See “Risk Factors — Internal Risk Factors — Risks Related to Our Business —
Our inability to successfully implement our business plan and strategies for retail and franchise expansion and
growth could adversely affect our business, financial condition, results of operations and cash flows.” on page 42.
Accordingly, we intend to focus our expansion effects in markets where we determine there is an increasing
demand for our products, and where we can leverage our existing presence to expand our market share. We
continue to carry out in-depth market research and analysis to identify potential locations for expansion. More
generally, our growth and profitability depend on the level of consumer confidence and spending in India and the
other countries where we operate.

We also see and intend to capture growth opportunities through online sales of our products. E-commerce has
grown significantly in India in recent years, due to higher standardization, a large market and an increase in
discretionary spending (Source: CRISIL report). Sales of products through our online platforms have been
gradually increasing over the recent years, with our revenue from online sales increasing from %83 million for the
financial year 2019 to 2187 million for the financial year 2021. We intend to continue to increase our sales through
our website (www.manyavar.com), our mobile application and leading lateral e-commerce portals, and we expect
revenue from online sales to gradually account for a higher proportion of our revenue from operations in future
periods.

Operating costs and operation efficiency

Our ability to manage our operating costs while maintaining and enhancing operation efficiency, impacts our
ability to maintain or increase our margins.

We are asset-light in respect of our plant, property and equipment with a substantial portion of our manufacturing
operations and stores are operated by third parties, which we believe has enabled us to achieve a higher return on
capital employed. Our current business model does not require us to invest heavily in developing and maintain
manufacturing facilities, or incur major capital expenditure for our franchisee-owned EBO stores (which is
covered by our franchisees). By benefitting from economies of scale, we are able to optimize several costs such
as our production and procurement costs, distribution costs and employee costs, thereby leading to improved
profitability.

A significant proportion of our operating costs is attributable to our (i) purchases of stock-in-trade, (ii) cost of
materials used, which include cost of raw materials and accessories and packing materials, and (iii) job charges,
which represent the bulk of our manufacturing costs. Purchases of stock-in-trade includes purchases of finished
goods from our vendors, and for the financial years 2019, 2020 and 2021 and the six months ended September 30,
2020 and 2021, amounted to 21,367.39 million, 21,682.39 million, 2707.61 million, 270.45 million and
2582.13 million respectively, which represented 17.08%, 18.38%, 12.53%, 9.82% and 16.18%, respectively, of
our revenue from operations. Cost of materials used, which include cost of raw materials and accessories and
packing materials, comprise costs related to the raw materials used to manufacture our products, as well as
accessories and packing materials for our products, which for financial years 2019, 2020 and 2021 and the six
months ended September 30, 2020 and 2021, amounted to 2862.28 million, 21,075.04 million, 7655.66 million,
2151.31 million and 2486.80 million, respectively, which represented 10.77%, 11.74%, 11.61%, 21.10% and
13.53%, respectively, of our revenue from operations. Job charges comprise charges in respect of services received
from jobbers, who perform various stages of the garment manufacturing process. For the financial years 2019,
2020, 2021 and the six months ended September 30, 2020 and 2021, job charges amounted to %577.63 million,
662.76 million, 414.48 million, 7131.78 million and 2313.72 million, respectively, which represented 7.21%,
7.24%, 7.34%, 18.38% and 8.72%, respectively, of our revenue from operations.

A substantial majority of our sales was generated by our franchisee-owned EBOs. We incur some expenses in
order to maintain and expand our presence across our retail channels. We incur rent charges primarily towards
payment of rent for certain franchisee-owned EBOs, in respect of which we enter into lease agreements with
landlords, as well as for warehouses and offices. Due to an increase in the number of franchisee-owned EBOs for
which we pay the rent, our lease cost as a proportion of our revenue from operations has been increased in recent
years. For the financial years 2019, 2020 and 2021 and the six months ended September 30, 2020 and 2021, our
lease cost was %310.71 million, %342.47 million, 2294.28 million, %92.38 million and %209.65 million,
respectively, which represented 3.88%, 3.74%, 5.21%, 12.88% and 5.83%, respectively, of our revenue from
operations. These lease costs are in respect of leases other than the leases in relation to right of use assets.

For the financial years 2019, 2020, 2021 and the six months ended September 30, 2020 and 2021, our selling and
distribution expenses comprises of advertisement, publicity and sales promotion expenses, commission, and
freight and forwarding expenses, aggregating to %794.30 million, %847.49 million, %359.42 million,
290.87 million and 2199.66 million respectively, which represented 9.92%, 9.26%, 6.36%, 12.67% and 5.55%,
respectively, of our revenue from operations.

We seek to continue to enhance our asset-light model by continuing to pursue cost efficiencies to maintain or
increase our margins. Our ability to manage and decrease the aforementioned cost items as we grow our revenue
from operations would allow us to improve our margins in future periods, whereas any our inability to do so would
decrease our margins and, in turn, our profitability.

Technology-based supply chain and inventory replenishment systems

Our technology-based supply chain and inventory replenishment systems play a significant role in our operational
efficiency, which, in turn, affects our results of operations. See “Our Business — Manufacturing, Supply Chain
and Distribution Infrastructure” on page 151. There may also be certain risks associated with our use of
technology. For further details, see “Risk Factors — Internal Risk Factors — Risks Related to Our Business — Our
inability to adapt, adopt or successfully execute existing and new technologies in our operations may adversely
affect our business and results of operations.” on page 38.

Our algorithm-based inventory management system provides us with a real-time view of inventory levels at our
franchisee-owned EBOs, allowing us to effectively monitor and manage it and minimize dead stock. As a result,
we have visibility of the products as they are sold at our stores, and we synchronise inventory levels at our stores
and warehouses periodically. Our centralized and system-driven supply chain is integrated with our sales network,
thereby allowing us to calibrate our procurement and manufacturing processes to relevant changes in consumer
preferences and trends. This generally results in lower levels of obsolete and dead stock.

Further, we maintain a large network of vendors from whom we directly procure the fabrics used to manufacture
our products. As of September 30, 2021, we have over 458 vendors registered on our vendor portal and from
whom we regularly source our fabrics and other material. All orders placed by us are based on internal demand
projections, carried out in advance of the estimated delivery date of the final product. Supported by our
technology-based supply chain and inventory replenishment systems, for the financial years 2019, 2020 and 2021
and the six months ended September 30, 2021, our inventory turnover days were 41 days, 48 days, 65 days and
63 days, respectively.
Growing established and emerging brands

Our business is also driven, to a large extent, by the strength of our ‘Manyavar’ brand, which, according to CRISIL,
is known to be a category-leader in the organised Indian wedding and celebration wear market and a ‘brand of
first recall’. We launched our women’s flagship brand ‘Mohey’ in 2015 and in the recent years acquired one brand,
refreshed an existing brand and established a new brands to cater to different target segments: (i) we acquired the
‘Mebaz” brand in 2017, which caters to men, women and children with a mid-premium to premium price offering
and has a strong presence in the states of Andhra Pradesh and Telangana; (ii) we refreshed our ‘Manthan’ brand
in 2018, which caters to men with a value price offering, primarily sold through MBOs, LFSs and online platforms,
to address demand from the sizable number of mid-market weddings and other celebrations; and we established
our ‘Twamev’ brand in 2019, which caters to men with a premium price, through which we intend to upscale our
consumer experience and offer customers a more premium product from our ‘Manyavar’ brand. We intend to
leverage the strong brand recall and established presence of our ‘Manyavar’ brand to grow our emerging brands,
such as by introducing our customers to such brands.

Our growth has, in part, stemmed from our ability to identify gaps in the market and offer our customers elaborate
on-trend yet ageless designs and attires. That said, many factors, some of which are beyond our control, are
important in maintaining and enhancing our brand recall, including maintaining or improving customer
satisfaction and the popularity of our products and increasing brand awareness through brand building initiatives,
especially with respect to our emerging brands. We believe that our increased number of brands, each targeting a
different consumer sub-segment, along with growth in established Manyavar brand, provides us with increased
customer reach and would allow us to continue to grow our business, increase our revenue from operations and
profitability in future periods. See “Our Business — Our Strategies — Significant potential and space for growth of
our emerging brands” on page 145.

Economic environment and consumer purchasing patterns

Our revenue and growth are influenced by the general economic environment and consumer purchase patterns in
our target cities.

Economic growth in India, generally and in our target cities, drives levels of disposable income and consumer
sentiment, which, in turn, drives consumer spending and demand for our products. see “Risk Factors — Internal
Risks — Risks Related to Our Business — Our business is highly concentrated on Indian wedding and celebration
wear and vulnerable to changes in consumer preferences which could have an adverse effect on our sales,
profitability and financial condition” on page 30. We believe that the Indian wedding and celebration wear
industry is, to some extent, resilient against economic downturns. Indian wedding and celebration wear, in
particular the premium and mid-premium priced products, are consumer discretionary products and we expect
periods of strong domestic economic growth to drive consumption of our Indian wedding and celebration wear
products generally, as well as for our premium and mid-premium priced products.

Indian wedding and celebration wear is also subject to changing customer preferences. Our results of operations
are also dependent on our ability to anticipate, gauge and respond to such changes in customer preferences and
design new products or modify our existing products in line with changes in fashion trends as well as customer
demands and preferences. We incur significant time and effort in the design and development of our products.

Competition

The Indian wedding and celebration wear industry in India is competitive, with several regional brands and
unorganised retailers present in local markets across the country, see “Risk Factors — Internal Risks — Risks
Related to Our Business - Our industry is competitive in both the offline and the rapidly-growing online channels,
with the potential to adversely affect our pricing ability and disrupt our sales. Our inability to compete effectively
may adversely affect our business, results of operations, financial condition and cash flows” on page 39. The
Indian wedding and celebration wear industry has been a highly unorganised market (Source: CRISIL Report).
Our products compete with local retailers, non-branded products, economy brands and products of other
established brands. In the future, some of our competitors may develop alliances to compete against us, acquire
greater resources, market presence and geographic reach, as well as develop products with better brand recognition
than ours. Some of our competitors may be able to procure raw materials or finished products at lower costs than
us, and consequently be able to sell their products at lower prices. As a result, our competitors may be able to
withstand industry downturns better than us or sell their products at more competitive prices.
We also compete with online retailers. Over the last few years, India has witnessed the emergence and growth of
the e-commerce industry, and the market penetration of online retail in India is likely to continue to increase,
according to the CRISIL Report. We operate an omni-channel network supported by a seamless integration
between our online and offline channels. While we believe that online retailers provide us with an opportunity to
increase the visibility of our brands and an opportunity to improve our supply chain efficiencies, they may
continue to gain market share and thus increase their relative negotiating power. Further, our competitors may be
able to negotiate better or more favourable terms with such online retailers. Any inability on our part to further
develop our own brand websites or enter into agreements with online retailers on terms favourable to us may have
an adverse effect on our pricing and profit margins, and our business, financial condition and results of operations
may be adversely affected.

Current COVID-19 pandemic

Our business and operations could be adversely affected by health epidemics, including the ongoing COVID-19
pandemic, that affect the markets and communities in which we, our franchisees and suppliers operate, and our
customers are located. See “Risk Factors — Internal Risks — Risks Related to Our Business — The COVID-19
pandemic or any future pandemic or widespread public health emergency could adversely affect our business,
financial condition, cash flows and results of operations” on page 28.

The global impact of the COVID-19 pandemic has been rapidly evolving and public health officials and
governmental authorities have responded by taking measures, including in India, where a significant portion of
our operations are based, such as prohibiting people from assembling in large numbers, instituting quarantines,
restricting travel, issuing “stay-at-home” orders and restricting the types of businesses that may continue to operate,
among many others. On March 14, 2020, India declared COVID-19 as a “notified disaster” for the purposes of
the Disaster Management Act, 2005 and imposed a nationwide lockdown from March 25, 2020. The nationwide
lockdown lasted until May 31, 2020, and has since been extended periodically in varying degrees by state
governments and local administrations. The lifting of the lockdowns across various regions had been regulated
with limited and progressive relaxations being granted for movement of goods and people in other places and
calibrated re-opening of businesses and offices. Recently, from March 2021 to date, due to a “second wave” of
increases in the number of daily COVID-19 cases, several state governments in India re-imposed lockdowns,
curfews and other restrictions to curb the spread of the virus. This “second wave” and its associated lockdowns
have affected us in terms of reducing our sales, revenue and stores expansion, as well as disrupting our supply
chains. As a result of the detection of new strains and subsequent waves of COVID-19 infections in several states
in India as well as throughout various parts of the world, it is anticipated that we may be subject to further
reinstatements of lockdown protocols or other restrictions, which may adversely affect our business operations.

There remains significant uncertainty regarding the duration and long-term impact of the COVID-19 pandemic,
as well as possible future responses by the Government of India, which makes it impossible for us to predict with
certainty the impact that the COVID-19 pandemic will have on our business, financial condition, results of
operations and cash flows in the future.

The COVID-19 pandemic has affected and may continue to affect our business, financial condition, results of
operations and cash flows in a number of ways such as:

® government measures related to the COVID-19 pandemic include restrictions on holding large-scale
weddings and celebrations (including festivals), travel and business operations, and advising or requiring
individuals to limit their time outside of their homes, thereby affecting customer demand for our products,
resulting in a significant decrease in the number of customers that visit our physical stores to purchase our
products. This resulted in a decrease in our revenue from operations from 29,155.49 million for the financial
year 2020 to 25,648.16 million for the financial year 2021. While we continue to incur costs for operating
and maintaining our physical retail presence in terms of rent (where applicable), and incur other fixed
expenses such as administrative expenses, office/warehouse maintenance expenses, employee costs and other
fixed costs;

ea decrease in our profit for the period/year from 22,366.37 million in Financial Year 2020 to
21,329.03 million in Financial Year 2021, primarily due to a decrease in our revenue from operations;

¢ causing disruptions to our supply chains (such as our ability to procure materials), reducing our ability to
fulfil orders in a timely manner, disrupting the efficient operation of our warehouses and jobbers’
manufacturing operations, affecting the ability of our delivery partners to make deliveries or of our sellers to
initiate the delivery due to various restrictive measures imposed by governmental authorities;

268
© our stores, our office and our warehouse were not operating during the lockdowns, or were operating under
the applicable restrictions, which included modifying our operations and adjusting our services. For example,
our fulfilment and delivery operations require social distancing measures and system-wide use of personal
protective equipment. Shopping malls, in which certain of the franchisee-owned EBOs or LFSs that sell our
products were operating, were also closed during the lockdowns and operating under restrictions as imposed
thereafter. We received rent concession on lease arrangements, for which right of use assets have been
recognised in accordance with Ind AS 116, aggregating to 271.65 million, 2338.97 million and
2248.72 million for the six months ended September 30, 2021, Financial Year 2021 and the six months ended
September 30, 2020, respectively; and

¢ disruptions to our expansion plans, including for opening new stores, due to lockdowns and restrictions, as
well as the poor economic environment and consumer confidence.

Our management has made an initial assessment, based on the current situation of the likely impact of the COVID-
19 pandemic on the overall economic environment and us, in particular, and based on which it does not expect
further reduction in demand of our products and any challenge in our ability to continue as a going concern or
meeting our financial obligations or in the recoverability and carrying value of our property, plant and equipment,
goodwill, other intangible assets, and other financial statement captions. The above evaluations are based on
information available till date, which is very dynamic and subject to uncertainties that the COVID-19 pandemic
might pose on economic recovery.

Our Statutory Auditor has included emphasis of matter in their reports on our audited consolidated Ind AS
financial statements for Financial Years 2020 and 2021 as well as the six months ended September 30, 2020 and
2021, in relation to possible consequential implications on our operations on account of COVID-19.

The full extent to which the COVID-19 pandemic, or any future pandemic or widespread public health emergency,
impacts our business, financial condition and results of operations is uncertain. Such effects will depend on
numerous evolving factors that we may not be able to accurately predict, including the scope, severity, and
duration of the pandemic; actions taken by governments, businesses and individuals in response to the pandemic;
the effect on customer demand for and ability to pay for our products; the impact on our capital expenditure and
product development projects; disruptions or restrictions on our employees’, franchisees’, jobbers’ and suppliers’
ability to work, operate and travel as well as their business continuity plans; and any extended period of remote
work arrangements. While we do not expect significant further reductions in the demand of our products, we
continue to closely monitor developments relating to the COVID-19 pandemic and the effects they have on future
economic conditions and on our business and operations closely. Any intensification of the COVID-19 pandemic
or any future outbreak of another highly infectious or contagious disease may materially and adversely impact our
business, financial condition, results of operations and cash flows.

Significant Accounting Policies
Basis of consolidation

The Consolidated Financial Statements comprise the financial statements of our Company and our subsidiaries as
at September 30, 2021, September 30, 2020, March 31, 2021, March 31, 2020 and March 31, 2019. Control is
achieved when we are exposed, or have rights, to variable returns from our involvement with the investee and has
the ability to affect those returns through our power over the investee. Specifically, we control an investee if and
only if we have:

© power over the investee (i.e. existing rights that give us the current ability to direct the relevant activities
of the investee);

* — exposure, or rights, to variable returns from our involvement with the investee; and

e — the ability to use our power over the investee to affect its returns.
We re-assess whether or not we control an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control. Consolidation of a subsidiary begins when we obtain control over
the subsidiary and ceases when we lose control of the subsidiary. Assets, liabilities, income and expenses of a

subsidiary acquired or disposed of during the year/period are included in the Consolidated Financial Statements
from the date the we gain control until the date we cease to control the subsidiary.

269
The Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and
other events in similar circumstances. If one of our members uses accounting policies other than those adopted in
the Consolidated Financial Statements for like transactions and events in similar circumstances, appropriate
adjustments are made to that member’s financial statements in preparing the Consolidated Financial Statements
to ensure conformity with our accounting policies.

Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of
our parent company and to the non-controlling interests (if any), even if this results in the non-controlling interests
having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring
their accounting policies into line with our accounting policies. All intra-Group assets and liabilities, equity,
income, expenses and cash flows relating to transactions between our members are eliminated in full upon
consolidation.

  

We had the following two wholly-owned subsidiaries as at the dates indicated below:

Country of As at As at As at As at As at
Particulars incorporation Principal September September March 31, March 31, March 31,
/place of activities 30,2021 30, 2020 2021 2020 2019
business % of Holding
Subsidiaries
Manyavar India Trading of 100% 100% 100% 100% 100%
Creations Private branded
Limited fashion apparel
and
accessories
Mohey Fashions India Trading of - 100% 100% 100% 100%
Private Limited* branded
fashion apparel
and
accessories

* There have been no operations in this subsidiary since incorporation.

Our Company sold its investment at carrying value of 21.00 million in Mohey Fashions Private Limited
(“MEPL”), a wholly-owned subsidiary, on August 20, 2021 at a total consideration of 21.00 million.
Consequently, with effect from August 20, 2021, MFPL ceased to be its subsidiary.

We have no other associates, joint ventures and joint operations.
Basis of fair value measurement
We measure financial instruments, such as, derivatives at fair value at each balance sheet date. Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:

e — inthe principal market for the asset or liability; or

e — in the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by us.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their best economic interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.

We use valuation techniques that are appropriate in the circumstances and for which sufficient data are available
to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable
inputs.
All assets and liabilities for which fair value is measured or disclosed in the balance sheet are categorized within
the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:

e Level 1 — Unquoted/quoted (unadjusted) market prices in active markets for identical assets or liabilities;

e Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable; and

e¢ Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.

For assets and liabilities that are recognized in the balance sheet on a recurring basis, we determine whether
transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level
input that is significant to the fair value measurement as a whole) at the end of each reporting period.

At each reporting date, we analyse the movements in the values of assets and liabilities which are required to be
remeasured or re-assessed as per our accounting policies. For this analysis, we verify the major inputs applied in
the latest valuation by agreeing the information in the valuation computation to contracts and other relevant
documents.

We also compare the change in the fair value of each asset and liability with relevant external sources to determine
whether the change is reasonable.

For the purpose of fair value disclosures, we have determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

The Consolidated Financial Statements have been prepared under the historical cost convention on the accrual
basis, except the following assets and liabilities which have been measured at fair value as required by the relevant
Indian Accounting Standards:

(a) certain financial assets and liabilities measured at fair value ( refer accounting policies regarding financial
instruments); and

(b) defined employee benefit plan.
Revenue recognition from contracts with customers

Revenue from sale of goods is recognized when control of the products being sold is transferred to our customers
and when there are no longer any unfulfilled obligations, and that reflects the consideration we expect to be entitled
to in exchange for the products sold.

The performance obligations in our contracts are fulfilled at the time of delivery or upon formal customer
acceptance, depending on contractual terms where we act as a principal.

Revenue is measured at the fair value of the consideration received or receivable, after deduction of any trade
discounts, volume rebates and any taxes or duties collected on behalf of the Government of India, such as goods
and services tax, etc. Revenue is only recognized to the extent that it is highly probable and that a significant
reversal will not occur.

We do not expect to have any contracts where the period between the transfer of the promised goods or services
to the customer and the payment by the customer exceeds one year. As a consequence, we do not adjust any of
the transaction prices for the time value of money.

Contract balances

Trade receivables

A trade receivable represents our right to an amount of consideration that is unconditional and requiring only the
passage of time before payment of the consideration is due.

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Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which we have received
consideration (or an amount of consideration is due) from a customer. If a customer pays consideration before we
transfer goods to or perform services, a contract liability is recognized either when payment is made or due,
whichever is earlier. Contract liabilities are recognized as revenue when performance is complete under a contract.

Assets and liabilities arising from rights of return
Right of return assets

Right of return assets represent our right to recover goods expected to be returned by customers. The asset is
measured at the former carrying amount of the inventory, and a corresponding adjustment is made to our cost of
sales. We update the measurement of the asset recorded for any revisions to the expected level of return, as well
as any additional decreases in the value of the returned products.

Refund liabilities

A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the
customer, and is measured at the amount we expect to ultimately be returned to the customer. We update our
estimates of refund liabilities at the end of each reporting period.

Export benefits

Export benefits are accounted for on the recognition of export sales, where there is reasonable assurance that the
benefits will be received, and all attached conditions will be complied with.

Interest Income

Interest income is recognized using the effective interest rate method. The effective interest rate is the ratio of the
rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the
gross carrying amount of a financial asset. When calculating the effective interest rate, we estimate the expected
cash flows by considering all the customer terms of the financial instrument (for example, prepayment, extension,
call and similar options), but do not consider the expected credit losses.

Dividend Income

Dividend income is recognized when the right to receive payment is established, provided it is probable that the
economic benefits associated with the dividend will flow to us, and the amount of the dividend can be measured
in a reliable manner.

Property, Plant and Equipment
Property, plant and equipment

The initial cost of property, plant and equipment comprises its purchase price, including import duties and non-
refundable purchase taxes, attributable borrowing cost, any other directly-attributable costs of bringing an asset
to the working condition and location for its intended use, net charges on foreign exchange contracts and
adjustments arising from exchange rate variations attributable to the tangible assets. It also includes the present
value of the expected cost for the decommission and removal of such asset and restoring the site after its use, if
the recognition criteria for making a provision are met.

Expenditure incurred after property, plant and equipment have been put into operation, such as repairs and
maintenance, is normally charged to the statement of profit and loss in the period in which such costs are incurred.
Major inspection and overhaul expenditure is capitalized if the recognition criteria are met.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized, at net
value, under other income (“Other Income”) or other expenses (“Other Expenses”) in the statement of profit
and loss.

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An item of property, plant and equipment, and any significant part initially recognized, is derecognized upon
disposal or when no future economic benefits are expected from its use or disposal. When the asset is derecognized,
any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the statement of profit and loss.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at
the end of each period or year and adjusted prospectively, if appropriate.

Capital work in progress

Assets that are in the course of construction are capitalized in the capital work in progress account. At the point
when an asset is capable of operating in the manner intended by management, the cost of construction is
transferred to the appropriate category of property, plant and equipment. Costs associated with the commissioning
of an asset are capitalized when the asset is available for use but incapable of operating at normal levels until the
period of commissioning has been completed. Capital work in progress is stated at cost, net of accumulated
impairment loss, if any.

Depreciation

Assets in the course of development or construction and freehold land are not depreciated. These assets are tested
for impairment.

Other property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment
loss (if any). Depreciation commences when the assets are ready for their intended use.

Depreciation is provided for on the written down value method over the estimated useful lives of the assets, and
are in line with the requirements of Part C of Schedule II of the Companies Act, 2013, except for certain items of
furniture as detailed in the paragraph below.

Depreciation is applied to the depreciable amount, which is the cost of an asset less its residual value. The rate of
depreciation is calculated to write off the cost, less estimated residual value, of each asset on a written down value
basis over its expected useful life. The estimated useful lives are as follows:

Asset Estimated Useful Life
Buildings 30-60 years
Computers 3 years
Computers - Servers 6 years
Plant and equipment 15 years
Furniture and fixtures 5-10 years
Vehicles 8 years
Office equipment 5 years

We, based on technical assessments and management estimates, depreciate certain items of furniture over five
years. This estimated useful life is different from the useful life prescribed in Schedule II to the Companies Act,
2013. We believe that these estimated useful lives are realistic and reflect a fair approximation of the period over
which the assets are likely to be used.

Depreciation methods, useful lives and residual values are reviewed at the end of each period or year, and changes
in estimates, if any, are accounted for prospectively, if appropriate.

Intangible assets and intangible assets under development

Intangible assets acquired on a standalone basis are measured on initial recognition at cost. The cost of a given
intangible asset comprises its purchase price, borrowing costs, any cost directly attributable to bringing such asset
to its working condition for its intended use, net charges on foreign exchange contracts and adjustments arising
from exchange rate variations attributable to the intangible asset.

Following initial recognition, intangible assets are carried at cost less any accumulated amortization and
accumulated impairment losses. Intangible assets that are acquired as part of a business combination are valued
at fair value at their date of acquisition. The useful lives of intangible assets are assessed as either finite or
indefinite.

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Intangible assets with finite economic useful lives are amortized over their useful lives and assessed for
impairment whenever there is an indication of impairment. The amortization period and the amortization method
for an intangible asset are reviewed at the end of each reporting period at the minimum. Changes in the expected
useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered
to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
The amortization expense on intangible assets is recognized in the statement of profit and loss, unless such
expenditure forms part of carrying value of another asset.

 

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either
individually or at the cash-generating unit level.

The estimated useful lives of the intangible assets are as follows:

Asset Estimated Useful Life
Computer software 3 years
Trademark and Copyright 5-10 years
Tenancy Right and others 5 years
Brand and goodwill (acquired by our Company) Indefinite life, subject to impairment testing

An intangible asset is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included
in the statement of profit and loss when the asset is derecognized.

For indefinite life intangible assets, the assessment of indefinite life is reviewed annually to determine whether it
continues, if not, it is impaired or changed prospectively based on the revised estimates.

Goodwill is initially recognized based on the accounting policy for business combinations, and is tested for
impairment annually.

Intangible assets under development are stated at cost, net of accumulated impairment loss, if any.
Non-current assets ‘held for sale’ and discontinued operations

We classify non-current assets and disposal assets as held for sale if their carrying amounts will be recovered
principally through a sale or distribution rather than through continuing use. Actions required to complete the sale
should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will
be withdrawn.

The criteria to classify a given asset as ‘Held for Sale’ is met only when: the asset is available for immediate sale
in its present condition, subject only to terms that are usual and customary for sales of such assets; its sale is highly
probable; and it will genuinely be sold, not abandoned. We treat a sale of a given asset or to be highly probable
when:

 

© our management, at the appropriate level, is committed to a plan to sell the asset;

« the asset is actively marketed for sale at a price that is reasonable in relation to its current fair value;

« the asset’s sale is expected to qualify for recognition as a completed sale within one year of the date of
classification;

« actions required to execute the plan indicate that it is unlikely that significant changes to the plan will be
made or that the plan will be withdrawn; and

© once classified as held for sale, property, plant and equipment are not depreciated, and intangible assets are
not amortized. Assets and liabilities classified as held for sale are presented separately from other items in
the balance sheet.

Financial instruments
Initial recognition and measurement
Financial assets

A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or

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investment category are included in the statement of profit and loss in the period in which they arise.
Financial liabilities

Financial liabilities are subsequently carried at amortized cost using the effective interest rate method. For trade
and other payables, their carrying amounts represent their fair value due to the short maturity of these instruments.
Realized and unrealized gains or losses arising from changes in the fair value of the “financial liabilities at FVTPL”
investment category are included in the statement of profit and loss in the period in which they arise.

Derecognition of financial instruments

We derecognize a financial asset when the contractual rights to the cash flows from the financial asset expire or
we transfer the financial asset and the transfer qualifies for derecognition under Ind AS 109 ‘Financial
Instruments’. A financial liability (or part of a financial liability) is derecognized from our balance sheet when the
obligation specified in the contract is discharged or cancelled or expires.

Impairment of financial assets

We assess, on a forward-looking basis, the expected credit losses associated with its assets carried at amortized
cost. The impairment methodology applied depends on whether there has been a significant increase in the credit
risk. For trade receivables, we apply the simplified approach permitted by Ind AS 109 ‘Financial Instruments’,
which requires expected lifetime losses to be recognized from initial recognition of the receivables.

Reclassification of financial assets

We determine the classification of our financial assets and liabilities on initial recognition. After initial recognition,
no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial
assets which are debt instruments, a reclassification is made only if there is a change in the business model for
managing those assets. Changes to the business model are expected to be infrequent. Our management defines a
change in the business model as changes a result of external or internal changes which are significant to our
operations.

Derivative financial instruments

Initial recognition and subsequent measurement

We use derivative financial instruments, such as forward currency contracts, to hedge our foreign currency risks.
Derivatives are carried as financial assets when their fair value is positive, and as financial liabilities when their
fair value is negative. Derivatives are designated, upon initial recognition, at FVTPL only if the criteria in Ind AS
109 are satisfied.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except
for the effective portion of cash flow hedges, which is recognized in OCI and later reclassified to profit or loss
when the hedge item affects profit or loss or treated as basis adjustment if a hedged forecast transaction
subsequently results in the recognition of a non-financial asset or non-financial liability.

For the purpose of hedge accounting, hedges are classified as:

e fair value hedges when hedging the exposure to changes in the fair value of a recognized asset or liability or
an unrecognized firm commitment; and

e cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a
particular risk associated with a recognized asset or liability or a highly probable forecast transaction or the
foreign currency risk in an unrecognized firm commitment.

We do not have any other hedge instruments.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with
an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above.
equity instrument of another entity.

Financial assets are classified, at initial recognition, and subsequently measured at amortized cost, fair value
through OCI, and fair value through profit and loss (“FVTPL”).

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and our business model for managing them. With the exception of trade receivables that do not
contain a significant financing component or for which we have applied the practical expedient, we initially
measure a financial asset at its fair value, plus, in the case of a financial asset not at FVTPL, transaction costs.
Trade receivables that do not contain a significant financing component or for which we have applied the practical
expedient are measured at the transaction price determined under Ind AS 115 — “Revenue from contracts with
customers”.

In order for a financial asset to be classified and measured at amortized cost or fair value through OCI (“FVOCT”),
it must give rise to cash flows that are ‘solely payments of principal and interest’ (“SPPI”) on the principal amount
outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial
assets with cash flows that are not SPPI are classified and measured at FVTPL, irrespective of the business model.

Our business model for managing financial assets relates to how we manage our financial assets in order to
generate cash flows. The business model determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both. Financial assets classified and measured at amortized cost are held
within a business model with the objective to hold financial assets in order to collect contractual cash flows, while
financial assets classified and measured at FVOCI are held within a business model with the objective of both
holding the assets to collect contractual cash flows and selling the assets.

There are no financial instruments which are measured through FVOCI.

Financial assets at FVTPL are carried in the balance sheet at fair value with net changes in fair value recognized
in the statement of profit and loss.

Purchases or sales of financial assets that require the delivery of assets within a time frame established by
regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e., the date
that we commit to purchase or sell the asset.

Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through statement of
profit and loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective

hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.

Our financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, deposits
taken and derivative financial instruments.

Classification and subsequent measurement
Financial assets

We classify its financial assets in the following measurement categories:

@ those to be measured at FVTPL;
(ii) those to be measured at fair value through OCI; and
(iii) those measured at amortized cost.

The classification depends on our business model for managing the financial assets and the contractual terms of
the cash flows. Financial assets are not reclassified subsequent to their recognition, except during the period we
change our business model for managing financial assets.

Realized and unrealized gains or losses arising from changes in the fair value of the “financial assets at FVTPL”

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Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily
takes a substantial period of time to be prepared for its intended use or sale are capitalized as part of the cost of
the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of
interest expense and other costs that may be incurred in connection with the borrowing of funds. Borrowing cost
also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

Inventories

Raw materials, accessories and packing materials are valued at the lower of cost and net realizable value. However,
materials and other items held for use in the production of inventories are not written down below cost if the
finished products in which they will be incorporated are expected to be sold at or above cost. The cost of raw
materials, accessories and packing materials is determined on a first-in-first-out basis.

Work-in-progress and finished goods are valued at the lower of cost and net realizable value. Cost includes direct
materials and labor and a proportion of manufacturing overheads (where applicable). The cost of finished goods
is determined on a weighted average basis using the retail method.

Traded goods are valued at the lower of cost and net realizable value. Cost includes the cost of purchase and other
costs incurred in bringing the inventories to their present location and condition. Cost is determined on a weighted
average basis.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to make the sale.

Obsolete, slow moving and defective inventories are identified and written down to their net realizable value.
Leases
We as a lessee

Our lease asset classes primarily consist of leases for commercial spaces, leasehold land and buildings. We assess
whether a contract is or contains a lease, at the inception of such contract. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
To assess whether a contract conveys the right to control the use of an identified asset, we assess whether:

(i) _ the contract involves the use of an identified asset;
(ii) we have substantially all of the economic benefits from use of the asset through the term of the lease; and
(iii) we have the right to direct the use of the asset.

At the date of commencement of a lease, we recognize a right of use asset and a corresponding lease liability. This
applies for all lease arrangements in which we are a lessee, except for leases with a term of 12 months or less
(short term leases) and leases of low value assets based on the recognition exemption criteria. For these short term
and leases of low value assets, we recognize the lease payments as an operating expense on a straight line basis
over the term of the lease.

Right of use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted
for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs and
less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment
losses (if any). Right of use assets are depreciated from the commencement date on a straight-line basis over the
shorter of the lease term and useful life of the underlying asset. The lease liability is initially measured at the
present value of the future lease payments. The lease payments are discounted using the interest rate implicit in
the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequently
remeasured by increasing the carrying amount to reflect interest on the lease liability or reducing the carrying
amount to reflect the lease payments made.

A lease liability is remeasured upon the occurrence of certain events, such as a change in the lease term or a change
in an index or rate used to determine lease payments. The remeasurement normally also results in an adjustment
to the valuation of the leased assets.

Lease liabilities and right of use assets are separately presented in the Consolidated Financial Statements, and
lease payments in respect of right of use assets are classified as financing cash flows.

Leasehold land which is part of a right of use asset is amortized over the period of the lease, i.e. 99 years.

The Ministry of Corporate Affairs (“MCA”), through a notification dated July 24, 2020, issued an amendment to
Indian Accounting Standard (“Ind AS”) 116 ‘Leases’, by inserting a practical expedient with respect to
“COVID-19-related Rent Concessions”, effective from the period or year beginning on or after April 1, 2020. As
a practical expedient, a lessee may elect not to assess whether a rent concession that meets the conditions in
paragraph 46B of Ind AS 116 is to be considered a lease modification. Pursuant to the notification, we have applied
the practical expedient with effect from April 1, 2020, and hence rent concession received during the period or
year has been accounted as Other Income.

The MCA issued an amendment to Ind AS 116 COVID-19-Related Rent Concessions beyond June 30, 2021 to
update the condition for lessees to apply the relief to a reduction in lease payments originally due on or before
June 30, 2022 from June 30, 2021. The amendment applies to annual reporting periods beginning on or after April
1, 2021.

We as a lessor

Leases in which we do not transfer substantially all the risks and rewards incidental to ownership of an asset are
classified as operating leases. Rental income arising from such leases is accounted for on a straight-line basis over
the terms of the leases. Initial direct costs incurred in negotiating and arranging for an operating lease are added
to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income.
Contingent rents are recognized as revenue in the period in which they are earned.

Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from
us to the lessee. Amounts due from lessees under finance leases are recorded as receivables at our net investment
in the leases. Finance lease income is allocated across accounting periods so as to reflect a constant periodic rate
of return on the net investment outstanding in respect of the lease.

Taxation

Current income tax

 

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted, at our reporting date.

Current income tax relating to items recognized outside the statement of profit and loss is recognized either in
OCI or in equity. Current tax items are recognized in correlation to the underlying transaction either in OCI or
directly in equity. We periodically evaluate positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

« when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss; and

e in respect of taxable temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled, and
it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits
and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, and the carry forward of unused tax credits
and unused tax losses can be utilised, except:

« when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and

« in respect of deductible temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the
temporary differences will reverse in the foreseeable future and taxable profit will be available against which
the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be
utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent
that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply during the period or year
when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.

Deferred tax relating to items recognized outside the statement of profit and loss is recognized either in OCI or in
equity. Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in
equity.

We offset deferred tax assets and deferred tax liabilities if, and only if, we have a legally-enforceable right to set
off current tax assets and current tax liabilities, and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities
which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the
liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets
are expected to be settled or recovered.

Appendix C to Ind AS 12 Uncertainty over Income Tax Treatment

The appendix addresses the accounting for income taxes when tax treatments involve uncertainty that affects the
application of Ind AS 12 Income Taxes. It does not apply to taxes or levies outside the scope of Ind AS 12, nor
does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments.
We determine whether to consider each uncertain tax treatment separately or together with one or more other
uncertain tax treatments and uses the approach that better predicts the resolution of the uncertainty. The Appendix
did not have a significant impact on the Consolidated Financial Statements.

Employee benefit schemes

Post-employment benefits

Defined contribution plans

We have defined contribution plans for post-employment benefits such as the Provident Fund, the National
Pension Scheme, the Employee’s State Insurance and the Employee’s Pension Scheme, 1995. We contribute to
government-administered provident funds, namely the Employee’s Pension Scheme, 1995, the Employee’s State
Insurance Scheme and the National Pension Scheme, on behalf of our employees and have no further obligation
beyond making such contributions. Our contributions to the aforementioned funds are recognized in the statement
of profit and loss for the relevant period or year.

Defined benefit plans

We have defined benefit plans, namely gratuities, for all our employees. Liability for defined benefit plans is
provided based on valuations carried out by an independent actuary, as at the date of the balance sheet. The
actuarial valuation method used by the independent actuary for measuring the liability is the projected unit credit
method. Actuarial losses and gains are recognized in OCI and are not reclassified to the statement of profit and

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loss in any subsequent periods. Changes in the present value of the defined benefit obligation resulting from plan
amendments or curtailments are recognized immediately in the statement of profit and loss as past service costs.

Other long-term benefits

We have other long-term benefits, namely compensated absences for all our employees. Liabilities in respect of
compensated absences which are expected to be encashed or utilized within 12 months of the date of the balance
sheet are considered as short term. Other such liabilities are considered long term.

Share-based payments

Certain of our employees receive part of their remuneration in the form of share-based payments in consideration
for their services rendered. The fair value of the options at the grant date is calculated by an independent valuer
based on the Black-Scholes model.

Related costs are recognized as employee benefits expense and are correspondingly credited to share-based
payment reserves as part of Total Equity, over the period in which the performance and/or service conditions are
fulfilled by covered employees. The cumulative expense recognized for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting period has expired and our best estimate
of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit and
loss for a given period represents the movement in cumulative expense recognized as at the beginning and at the
end of that period, and is recognized under employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair
value of awards, but the likelihood of such conditions being met is assessed as part of our best estimate of the
number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
fair value at grant date. Any other conditions attached to an award, but without an associated service requirement,
are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award,
and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

No expense is recognized for awards that do not ultimately vest on the ground that non-market performance and/or
service conditions have not been met. Where awards include a market or non-vesting condition, the transactions
are treated as vested, irrespective of whether the market or non-vesting condition is satisfied, provided that all
other performance and/or service conditions are satisfied.

Termination benefits
Termination benefits are recognized as an expense as and when incurred.
Foreign currency transactions

In the Consolidated Financial Statements, transactions in currencies other than the functional currency are
translated into the functional currency at the prevailing exchange rates at the date of the transaction. Monetary
assets and liabilities denominated in other currencies are translated into the functional currency at the prevailing
exchange rates at the reporting date. Non-monetary assets and liabilities denominated in other currencies and
measured at historical cost or fair value are translated at the exchange rates prevailing on the dates on which such
values were determined.

All exchange differences are included in the statement of profit and loss, except for any exchange differences on
monetary items designated as an effective hedging instrument of the currency risk of designated forecasted sales
or purchases, which are recognized in OCI.

Earnings per share

The basic earnings per share is calculated by dividing the net profit or loss for the period or year attributable to
equity shareholders by the weighted average number of equity shares outstanding during the period or year.
Earnings considered in ascertaining our earnings per share is the net profit for the period or year. The weighted
average number of equity shares outstanding during the period or year and for all periods or years presented is
adjusted for events (such as bonus shares), other than the conversion of potential equity shares, that have changed
the number of equity shares outstanding without a corresponding change in resources. For calculating the diluted
earnings per share, the net profit or loss for the period or year attributable to equity shareholders and the weighted
average number of shares outstanding during the period or year are adjusted for the effects of all dilutive potential

280
equity shares.

In a capitalisation or bonus issue or a share split, ordinary shares are issued to existing shareholders for no
additional consideration. Therefore, the number of ordinary shares outstanding is increased without an increase in
resources. The number of ordinary shares outstanding before the event is adjusted for the proportionate change in
the number of ordinary shares outstanding as if the event had occurred at the beginning of the earliest period or
year presented.

Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to our chief operating
decision-maker.

We are solely operating in the manufacture, trading, and sale of branded apparels for men, women and kids. Based
on the nature of business and internal reporting provided to our management for evaluation of the performance of
the segment, we have a single reportable segment.

Business combinations and goodwill

Business combinations, if any, are accounted by using the acquisition method as per Ind AS 103 ‘Business
Combination’. The cost of an acquisition is measured as the aggregate of the consideration transferred measured
at fair value on acquisition date and the amount of any non-controlling interests in the acquiree. Acquisition related
costs are expensed as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their
acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing
present obligation and they are measured at their acquisition fair values, irrespective of the fact that outflow of
resources embodying economic benefits is not probable.

Goodwill is initially measured at cost, being the excess of the net acquisition cost and any previous interest held,
over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in
excess of the net cost of acquisition, then the gain is recognised in OCI and accumulated in equity as capital
reserve. However, if there is no clear evidence of bargain purchase, we recognize the gain directly in equity as
capital reserve, without routing the same through OCI.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each
of our cash-generating units that are expected to benefit from the combination, irrespective of whether other assets
or liabilities of the acquiree are assigned to those units.

Business combinations arising from transfer of interests in entities that are under common control are accounted
using pooling of interest method wherein, assets and liabilities of the combining entities are reflected at their
carrying value. No adjustments are made to reflect fair values, or recognize any new assets or liabilities other than
those required to harmonize accounting policies. The identity of the reserves is preserved and appears in the
Consolidated Financial Statements of the transferee in the same form in which they appeared in the financial
statements of the transferor.

Provisions and contingent liabilities

We recognize a provision when there is a present obligation as a result of a past event that probably requires an
outflow of resources and a reliable estimate can be made of the amount of the obligation. Provisions are
determined based on best estimates of the amount required to settle the obligation at the balance sheet date. These
are reviewed at each balance sheet date and adjusted to reflect the current best estimates. If the effect of time value
of money is material, provisions are discounted. The discount rate used to determine the present value is a pre-tax
rate that reflects current market assessments of the time value of money and the risks specific to the liability. The
increase in the provision due to the passage of time is recognized as interest expense. A disclosure for a contingent
liability is made when there is a possible obligation or a present obligation that may, but probably will not, require
an outflow of resources embodying economic benefit. Where there is a possible obligation or a present obligation
that the likelihood of outflow of resources is remote, no provision or disclosure is made.

Exceptional items
Exceptional items are those items that our management considers, by virtue of their size or incidence (including
but not limited to impairment charges and acquisition and restructuring related costs), should be disclosed
separately to ensure that the financial information allows an understanding of the underlying performance of the
business in the period or year, so as to facilitate comparison with prior periods or years (where required). Also,
tax charges related to exceptional items and certain one-time tax effects are considered exceptional. Such items
are material by nature or amount to the respective period’s or year’s result and require separate disclosure in
accordance with Ind AS.

Key Components of our Statement of Profit and Loss

The following descriptions set forth information with respect to the key components of our profit and loss
statements.

Revenue
Revenue consists of (i) revenue from operations and (ii) other income.

Revenue from operations. Revenue from operations is primarily attributable to revenue from the sale of our
products through our various retail channels, including our franchisee-owned EBOs, MBOs, LFSs and various
online platforms. A small proportion of our revenue from operations is attributable to other operating revenue,
which comprises of revenue from scrap sales, insurance charges recovery and export incentives.

Other income. Other income primarily comprises (i) interest income on fixed deposits, loans, bonds and
debentures, (ii) profit on sale and fair valuation of investments carried at FVTPL, (iii) insurance claim received,
(iv) rent concessions on lease arrangements, (v) gain on termination of lease arrangements and (vi)
liabilities/provisions no longer required written back.

 

Expenses

Expenses consist of (i) cost of materials used, which comprise cost of raw materials and accessories and packing
materials, (ii) purchases of stock-in-trade, (iii) changes in inventories of finished goods, work-in-progress and
stock-in-trade, (iv) employee benefits expense, (v) finance costs, (vi) depreciation and amortization expense, and
(vii) other expenses.

Cost of materials used. Cost of materials used comprises the cost of raw materials used to manufacture our
products, which primarily comprise of fabric that we procure from our vendors and use in the manufacture of our
products, and the cost of accessories and packing materials, which primarily comprise accessories used in the
manufacture of our products and packing materials used in the transportation and packing of our products.

Purchases of stock-in-trade. Purchases of stock-in-trade includes purchases of finished goods from our vendors.

Changes in inventories of finished goods, work-in-progress and stock-in-trade. Changes in inventories of finished
goods, work-in-progress and stock-in-trade comprise the increase or decrease in finished good, work-in-progress
and stock-in-trade for a given period.

Employee benefits expense. Employee benefits expense relate to employee remuneration and benefits, including
salaries and wages, contributions to the provident fund, gratuity expenses, staff welfare expenses and share based
payments to employees.

Finance costs. Finance costs primarily comprise interest expense on lease liabilities and others.

Depreciation and amortization expense. Depreciation and amortization expense comprise depreciation on plant
and equipment, office equipment, furniture, fixtures and buildings, computers and vehicles, as well as amortization
of computer software, tenancy rights, trademark, brand names and right of use assets, which primarily consists of
leases of certain retail premises that we lease.

Other expenses. Other expenses primarily comprise (i) job charges, which relate to charges in respect of services
received from jobbers, who perform various stages of the garment manufacturing process, (ii) lease cost, which
relate to rental expenses for leases of retail premises that we lease, but do not include right of use assets (iii) selling
and distribution expense, which comprise advertisement, publicity and sales promotion expenses, commissions,
and freight and forwarding expenses, and (iv) corporate social responsibility expenditure, which relate to costs
associated with our CSR initiatives, such as our contributions through the Manas Foundation to promote informal

  
education to tribal children, improve preventive healthcare and sanitation, and ensure environmental sustainability
and animal welfare.

Tax expense
Tax expense consists of current tax and deferred tax.
Our Results of Operations

The following table sets forth select financial data for the six months ended September 30, 2021 and 2020 and the
financial years 2021, 2020 and 2019, the components of which are also expressed as a percentage of total income
for such periods/years:

 

For the Six Months Ended September 30, For the Financial Year Ended March 31,
2021 2020 2021 2020 2019
@ in millions, except percentages)

Income:
Revenue from operations 3,598.43, 92.91%) 717.05 65.85% 5,648.16) 90.37% 9,155.49) 96.58% 8,007.42 97.68%|
Other income 274.47, 7.09% 371.89, 34.15% 602.03, 9.63% 324.27, 3.42% «190.57, 2.32%
Total income 3,872.90 100.0% 1,088.94, 100.0% 6,250.19 100.0% 9,479.76 100.00% 8,197.99 100.00%.
Expenses:
Cost of materials used: |
Raw materials 419.72, 10.84% 122.48, 11.25% 554.85 8.88% 928.61, 9.80% 742.08 9.05%
‘Accessories and packing 67.08) 1.73% 28.83, 2.65% 100.81 «1.61% += 146.43, 1.54% 120.20 1.47%
materials
pee ok sioeleine 582.13) 15.03% 70.45, 6.47%| 707.61, 11.32%) 1,682.39, 17.75%) 1,367.39 16.68%

Changes in inventories of
finished goods, work-in-

progess end stodk-in- (163.88) (4.23)% (140.94), (12.94)%| 100.04) 1.60% (245.21), (2.59)% (3.81), (0.05)%.

trade
omen benefits 230,32] 5.95%| 171.31] 15.73%| 381.07, 6.10% 532.96 5.62% 472.13, 5.76%
Finance costs 122.35] 3.16% 134.15, 12.32%| 258.22| 4.13% 256.06, 2.70% 196.30 2.39%)
Depreciation and 431.15, 11.13% 491.00 45.09% 955.29, 15.28% 887.34) «9.36% ©=— 643.00 7.84%
amortisation expense

Other expenses 859.32 22.19% 425.83) 39.11%| 1,373.13) 21.97%| 2,172.77] 22.92%| 1,951.32 23.80%
Total expenses 2,548.19 65.80% 1,303.11) 119.68%| 4,431.02, 70.89% 6,361.35, 67.10% 5,488.61, 66.94%
Profit / (loss) before tax 1,324.71, 34.20%) (214.17), (19.68)% 1,819.17, 29.11% 3,118.41, 32.90% 2,709.38 33.06%
‘Tax expense/(credit):

Current tax (includes

charge for earlier 320.28, 8.27% -| 0.00%] 433.30 6.93% 796.51) 8.40% © 865.67, 10.56%.

period/years)
Deferred Tax charge
i(credit)

Profit / (loss) for the
period/year

20.36 0.53% (37.70)| (3.46)% 56.84) 0.91% (44.47), (0.47)% 79.44, (0.97%

984.07, 25.40% (176.47), (16.22)% 1,329.03, 21.27% 2,366.37, 24.97% 1,764.27, 21.53%

Six months ended September 30, 2021 compared to the six months ended September 30, 2020
Total Income

Our total income increased to 23,872.90 million for the six months ended September 30, 2021 from
21,088.94 million for the six months ended September 30, 2020, primarily due to an increase in revenue from
operations, which was partially offset by a decrease in our other income.

Revenue from operations. Our revenue from operations increased to 73,598.43 million for the six months ended
September 30, 2021 from 2717.05 million for the six months ended September 30, 2020, primarily due to
disruptions caused by the COVID-19 pandemic on our business and the temporary closure of stores due to
lockdowns imposed in various parts of India during the six months ended September 30, 2020, which resulted in
lower sales of our products during that period.

Other income. Our other income decreased by 26.20% to 2274.47 million for the six months ended September 30,
2021 from 2371.89 million for the six months ended September 30, 2020, primarily due to reduction in rent
concession on lease arrangements to 271.65 million for the six months ended September 30, 2021 from
2248.72 million for the six months ended September 30, 2020, which was partially offset by an increase in
insurance claims received to 252.97 million for the six months ended September 30, 2021 from 21.21 million for
the six months ended September 30, 2020.

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Expenses

Cost of materials used. Our cost of materials used, representing the aggregate of our cost of raw materials and
cost of accessories and packing materials, increased by 221.72% to 2486.80 million for the six months ended
September 30, 2021 from 2151.31 million for the six months ended September 30, 2020, primarily due to the
reduced production of finished goods due to adverse impact of the COVID-19 pandemic on quantities sold during
the six months ended September 30, 2020.

Purchases of stock-in-trade. Our purchases of stock-in-trade increased to 3582.13 million for the six months ended
September 30, 2021 from 270.45 million for the six months ended September 30, 2020, primarily due to the
adverse impact of the COVID-19 pandemic during the six months ended September 30, 2020, which led to lower
quantities of stock-in-trade purchased and sold.

Changes in inventories of finished goods, work-in-progress and stock-in-trade. Our changes in inventories of
finished goods, work-in-progress and stock-in-trade increased by 16.28% to %(163.88) million for the six months
ended September 30, 2021 from %(140.94) million for the six months ended September 30, 2020. This was
primarily on account of an increase in change of closing stock of inventories in anticipation of higher sales volume.

 

Employee benefits expense. Our employee benefits expense increased by 34.45% to 2230.32 million for the six
months ended September 30, 2021 from 2171.31 million for the six months ended September 30, 2020, primarily
due to increase in salaries, wages and bonus (including Directors’ remuneration) to 209.17 million for the six
months ended September 30, 2021 from 2155.61 million for the six months ended September 30, 2020.

Finance costs. Our finance costs decreased by 8.80% to 122.35 million for the six months ended September 30,
2021 from 2134.15 million for the six months ended September 30, 2020. This was primarily due to a decrease in
interest expenses on lease liabilities to %99.05 million for the six months ended September 30, 2021 from
2106.15 million for the six months ended September 30, 2020, primarily on account of decrease in interest cost
for existing stores as well as decrease on account of EBO store closure and expiry of lease term considered as per
IND AS 116 which was partially off set by impact of new store additions.

Depreciation and amortisation expense. Our depreciation and amortisation expense decreased by 12.19% to
2431.15 million for the six months ended September 30, 2021 from 2491.00 million for the six months ended
September 30, 2020. This was primarily due to a decrease in depreciation on rights of use assets to 7383.79 million
for the six months ended September 30, 2021 from 2430.52 million for the six months ended September 30, 2020,
primarily on account of completion of right of use amortization period for certain right of use assets as per IND
AS 116.

Other expenses. Our other expenses increased to 7859.32 million for the six months ended September 30, 2021
from 2425.83 million for the six months ended September 30, 2020, primarily due to:

@ an increase job charges to 2313.72 million for the six months ended September 30, 2021 from
2131.78 million for the six months ended September 30, 2020, attributable to an increase in production of
finished goods to cater to our higher sales volumes;

(ii) an increase in lease cost to 2209.65 million for the six months ended September 30, 2021 from
292.38 million for the six months ended September 30, 2020, attributable to lower rent concessions
received in the six months ended September 30, 2021 in relation to the COVID-19 related lockdowns as
compared to that received in the six months ended September 30, 2020 as well as an increase in the number
of retail outlets under lease arrangements that are not recognized as right of use assets; and

(iii) an increase in selling and distribution expenses for freight and forwarding expenses to 249.75 million for
the six months ended September 30, 2021 from 24.93 million for the six months ended September 30,
2020, attributable to higher dispatches of our products.

Total Tax expenses for the period

Our total tax expense increased to %340.64 million for the six months ended September 30, 2021 from
%(37.70) million for the six months ended September 30, 2020. Our tax expenses for the six months ended

284
September 30, 2021 comprised a current tax of 2320.28 million and a deferred tax charge of 220.36 million. Our
tax expenses for the six months ended September 30, 2020 comprised a deferred tax credit of 237.70 million, and
did not include a current tax charge. We had a profit before tax for the six months ended September 30, 2021 as
compared to a loss before tax for the six months ended September 30, 2020. Our effective tax rate was 25.71%
and 17.60% for the six months ended September 30, 2021 and 2020, respectively.

Profit/ (loss) for the period

Consequently, our profit for the period increased to 984.07 million for the six months ended September 30, 2021
from a loss for the period of 7176.47 million for the six months ended September 30, 2020.

Financial Year 2021 compared to the Financial Year 2020
Total Income

Our total income decreased by 34.07% to 26,250.19 million for the financial year 2021 from 29,479.76 million
for the financial year 2020, due to a decrease in revenue from operations, which was partially offset by an increase
in other income.

Revenue from operations. Our revenue from operations decreased by 38.31% to %5,648.16 million for the financial
year 2021 from 29,155.49 million for the financial year 2020, due to the effect of the COVID-19 pandemic on our
business and the temporary closure of stores due to lockdowns imposed in various parts of India, which resulted
in lower sales of our products.

Other income. Our other income increased by 85.66% to %602.03 million for the financial year 2021 from
3324.27 million for the financial year 2020, primarily from:

(i) rent concessions on lease arrangements aggregating to 7338.97 million for the financial year 2021, as
compared to the financial year 2020 where we did not receive any such rent concessions;

(ii) a gain on termination of lease arrangements aggregating to 713.52 million for the financial year 2021, as
compared to the financial year 2020 during which there were no such termination of lease arrangements;
and

(iii) an increase in profit on fair valuation of investments carried at FVTPL, relating to investments held by us
which had increased from 215.14 million for the financial year 2020 to 231.42 million in the financial year
2021,

which were partially offset by:

(i) reduction in dividend income from mutual funds for the financial year 2021, from 238.09 million received
during financial year 2020 to no amount received during the financial year 2021;

(ii) reduction in profits on sale of investments for the financial year 2021, from profits of 62.87 million from
such sale during financial year 2020 to 747.24 million during the financial year 2021; and

(iii) reduction in insurance claim received to 23.92 million during the financial year 2021 from 226.81 million
during the financial year 2020.

Expenses

Cost of materials used. Our cost of materials used, which represents the aggregate of cost of raw materials and
cost of accessories and packing materials, decreased by 39.01% to 2655.66 million for the financial year 2021
from 21,075.04 million for the financial year 2020, primarily on account of the reduced production of finished
goods due to adverse impact of the COVID-19 pandemic on quantities sold during the financial year 2021.

Purchases of stock-in-trade. Our purchases of stock-in-trade decreased by 57.94% to 2707.61 million for the
financial year 2021 from 21,682.39 million for the financial year 2020, primarily due to the adverse impact of the
COVID-19 pandemic, which led to lower quantities of stock-in-trade purchased and sold.

Changes in inventories of finished goods, work-in-progress and stock-in-trade. Our changes in inventories of
finished goods, work-in-progress and stock-in-trade increased to 100.04 million at the end of the financial year
2021 from %(245.21) million at the end of the financial year 2020. This was primarily on account of a decrease in

 
closing stock of inventories.

Employee benefits expense. Our employee benefits expense decreased by 28.50% to 381.07 million for the
financial year 2021 from 2532.96 million for the financial year 2020, primarily due to a decrease in salaries, wages
and bonus (including Directors’ remuneration).

Depreciation and amortisation expense. Our depreciation and amortisation expense increased by 7.66% to
2955.29 million for the financial year 2021 from 2887.34 million for the financial year 2020, primarily due to
increase in the depreciation of right of use assets to 836.31 million for the financial year 2021 from
2763.21 million for the financial year 2020, primarily due to an increase in the number of retail premises under
lease arrangements for use by our franchisees.

Other expenses. Our other expenses decreased by 36.80% to 1,373.13 million for the financial year 2021 from
2,172.77 million for the financial year 2020, primarily due to:

@ a 37.46% decrease in job charges to 414.48 million for the financial year 2021 from %662.76 million in
the financial year 2020, primarily attributable to lower manufacturing levels due to adverse effects of the
COVID-19 pandemic on our revenue from operations for the financial year 2021;

(ii) a 14.07% decrease in lease cost to 294.28 million for the financial year 2021 from 2342.47 million for
the financial year 2020, from negotiations and concessions in respect of lease arrangements (not including
those relating to right of use assets and related lease liabilities) due to temporary closures of certain stores
as a result of lockdowns imposed in relation to the COVID-19 pandemic;

(iii) a 60.76% decrease in advertisement, publicity and sales promotion expenses to 2272.15 million for the
financial year 2021 from 2693.52 million for the financial year 2020, due to a decision to reduce our
advertisement expenses; and

(iv) a significant decrease in freight and forwarding expenses to 243.25 million for the financial year 2021
from 288.85 million for the financial year 2020, as well as decreases in travelling and conveyance
expenses, commission expenses, as well as legal and professional fees, primarily due to decrease in
operation levels as a result of the adverse impact of the COVID-19 pandemic.

Total tax expense

Our total tax expense decreased by 34.83% to 2490.14 million for the financial year 2021 from 2752.04 million
for the financial year 2020, primarily on account of reduction in profit before tax due to lower revenue from
operations caused by disruptions arising from the COVID-19 pandemic. Our tax expenses for the financial year
2021 comprised a current tax (including charges for earlier periods) of 7433.30 million and deferred tax charge
of 256.84 million. Our tax expenses for the financial year 2020 comprised a current tax (including charges for
earlier periods) of 796.51 million and deferred tax credit of 744.47 million. Our effective tax rate was 26.94%
and 24.12% for the financial year 2021 and 2020, respectively.

Profit for the year

Consequently, our profit for the financial year 2021 decreased by 43.84% to 21,329.03 million from
2,366.37 million for the financial year 2020.

Financial Year 2020 compared to the Financial Year 2019
Total Income

Our total income increased by 15.64% to 9,479.76 million for the financial year 2020 from 28,197.99 million
for the financial year 2019, due to an increase in revenue from operations and an increase in other income.

Revenue from operations. Our revenue from operations increased by 14.34% to 79,155.49 million for the financial
year 2020 from 8,007.42 million for the financial year 2019, which was attributable to the strong performance
of our franchisee-owned EBOs, pursuant to which we were able to sell higher volumes of products.

Other income. Our other income increased by 70.16% to %324.27 million for the financial year 2020 from
2190.57 million for the financial year 2019, primarily due to:
@ a significant increase in interest income to 2158.06 million for the financial year 2020 from 249.91 million
for the financial year 2019, which was mainly attributable to an increase in our interest income on fixed
deposits to 253.42 million for the financial year 2020 from 212.29 million for the financial year 2019, and
an increase in our interest income on bonds and debentures to %78.75 million for the financial year 2020
from 219.07 million for the financial year 2019;

(ii) a significant increase in profit on fair valuation of investments carried at FVTPL to 215.14 million for the
financial year 2020 from 23.77 million for the financial year 2019, due to increase in their fair valuation
at the end of the year and increase in investments from net cashflows during the year;

(iii) a significant increase in insurance claim received to 226.81 million for the financial year 2020 from
21.75 million for the financial year 2019, due to an increase in insurance claims received towards fire
insurance;

which were partially offset by a decrease in the profit on sale of investments to 62.87 million for the financial
year 2020 from 276.35 million for the financial year 2019.

Expenses

Cost of materials used. Our cost of materials used, comprising cost of raw materials and cost of accessories and
packing materials, increased by 24.67% to 1,075.04 million for the financial year 2020 from %862.28 million for
the financial year 2019, primarily on account of our increase in production for sale.

Purchases of stock-in-trade. Our cost of purchases of stock-in-trade increased by 23.04% to 1,682.39 million for
the financial year 2020 from 21,367.39 million for the financial year 2019, primarily due to increase in the
quantities of purchase of products for sale.

Changes in inventories of finished goods, work-in-progress and stock-in-trade. Our changes in inventories of
finished goods, work-in-progress and stock-in-trade increased to %(245.21) million from %(3.81) million at the end
of the financial year 2019, primarily due to an increase in closing stock of inventories in anticipation of increases
in the volume of sales in the following year.

 

Employee benefits expense. Our employee benefits expense increased by 12.88% to %532.96 million for the
financial year 2020 from 472.13 million for the financial year 2019, primarily due to an increase in salaries,
wages and bonus (including Directors’ remuneration) to %493.17 million for the financial year 2020 from
2430.22 million for the financial year 2019.

Finance costs, Our finance costs increased by 30.44% to 2256.06 million for the financial year 2020 from
2196.30 million for the financial Year 2019, primarily due to an increase in interest expense on lease liabilities to
2208.57 million for the financial Year 2020 from 2152.80 million for the financial year 2019, which was mainly
attributable to an increase in the number of new leases that we entered into, as well as an increase in assets
classified as right of use assets. Our accounting policy on leases was modified due to the application of Ind AS
116, resulting in the recognition of interest costs. For further details, see “~ Significant Accounting Policies —
Leases” on page 277.

Depreciation and amortisation expense. Our depreciation and amortisation expense increased by 38.00% to
2887.34 million for the financial year 2020 from 643.00 million for the financial year 2019, primarily due to:

@ a 34.52% increase in the depreciation of right of use assets to 763.21 million for the financial year 2020
from 567.35 million for the financial year 2019, which was primarily attributable to an increase in the
number retail premises obtained under lease arrangements; and

(¢) a significant increase in the amortisation of intangible assets to 730.24 million for the financial year 2020
from 22.98 million for the financial year 2019, primarily attributable to a substantial addition under the
asset heads “Trade Mark, Brand & Others” and “Tenancy Rights” during the financial year 2020.

Other expenses. Our other expenses increased by 11.35% to 2,172.77 million for the financial year 2020 from
21,951.32 million for the financial year 2019, primarily due to:

@ a 14.74% increase in job charges to 662.76 million for the financial year 2020 from 2577.63 million in
the Financial Year 2019, attributable to increase in production of finished goods to cater to our higher
sales volumes;
(ii) a 39.90% increase in freight and forwarding expenses to 288.85 million for the financial year 2020 from
263.51 million in the financial year 2019, attributable to higher dispatches of our products; and

(iii) a 10.22% increase in lease cost to 3342.47 million for the financial year 2020 from 2310.71 million in the
financial year 2019, attributable to an increase in the number of retail outlets obtained under lease
arrangements that are not recognized as right of use assets.

Total tax expenses

Our total tax expenses decreased by 20.43% to 2752.04 million for the financial year 2020 from 2945.11 million
for the financial year 2019, as we elected to exercise the option of a lower corporate tax rate under Section
115BAA of the Income-tax Act, 1961 introduced by the Taxation Laws (Amendment) Ordinance, 2019. Our tax
expense for the financial year 2020 comprised of current tax (including charges for earlier periods/years) of
2796.51 million and deferred tax credit of 744.47 million, while our tax expense for the financial year 2019
comprised of current tax (including charges for earlier periods/years) of 865.67 million and deferred tax charge
of 279.44 million. Our effective tax rate was 24.12% and 34.88% for the financial year 2020 and 2019,
respectively.

Profit for the year.

Asa result of the foregoing, our profit for the year increased by 34.13% to 22,366.37 million for the financial year
2020 from 21,764.27 million for the financial year 2019.

Liquidity and Capital Resources

Our primary sources of liquidity include cash generated from operations. As on September 30, 2021, we had cash
and cash equivalents of 242.98 million, bank balances (other than cash and cash equivalents) of 74.94 million and
undrawn facilities of 71,220 million.

Our financing requirements are primarily for working capital. We expect that cash flow from operations will
continue to be our principal sources of funds in the long-term. We evaluate our funding requirements periodically
in light of our net cash flow from operating activities, the requirements of our business and operations, and market
conditions.

Selected Balance Sheet Items for Certain Periods / Years
Assets

Total investments: Our total investments (including both current investments and non-current investments)
increased from 24,009.81 million in Financial Year 2020 to 25,355.70 million in Financial Year 2021, primarily
due to:

+ investments made during Financial Year 2021 out of the net cash flow from operating activities; the net cash
flow generated from operating activities in the Financial Year 2021 was 22,526.22 million

* amount paid towards buyback of shares (including tax) of 71,084.41 million for the Financial Year 2021;

+ cash outflow due to purchase of property, plant and equipment, capital work in progress and intangible assets
(including capital advances) aggregating to 2284.39 million incurred in Financial Year 2020 on various
projects undertaken by the Company as compared to 2124.99 million incurred in Financial Year 2021; and

+ ahigher amount of advance from customer aggregating to 7321.37 million (net of GST) in Financial Year
2021 as compared to 299.69 million (Net of GST) received in financial year 2020.

Other assets — Current: Our other assets — current increased from 2336.22 million as of March 31, 2021 to
2418.53 million as of September 30, 2021, primarily due to (i) an increase in balance with statutory / government
authorities from 229.95 million as of March 31, 2021 to 2101.40 million, as of September 30, 2021; and (ii) an
increase in prepaid expenses from %35.47 million as of March 31, 2021 to 240.84 million as of September 30,
2021, partially offset by a decrease in right of return assets from 2263.10 million as of March 31, 2021 to
2261.83 million as of September 30, 2021.

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Bank balances other than cash and cash equivalents. Our bank balances other than cash and cash equivalents
decreased from 24.96 million as of March 31, 2021 to 4.94 million as of September 30, 2021, primarily due to
redemption of fixed deposits having a maturity greater than three months but less than 12 months.

Liabilities

Total lease liabilities. Our total lease liabilities (including current lease liabilities and non current lease liabilities)
decreased from 22,427.47 million as of March 31, 2020 to 22,103.74 million as of March 31, 2021, primarily due
to:

+ cash outflow towards payment of lease liabilities for the year ended March 31, 2021 aggregating to
%578.11 million;

* rent concession on lease arrangements aggregating 7338.97 million as of March 31, 2021; and

+ adeletion during the year on account of termination of lease agreements aggregating to 7127.48 million, as
of March 31, 2021;

+ partially offset by an addition during the year aggregating to 7516.13 million for lease arrangements entered
into during Financial Year 2021, and accretion of interest for the Financial Year 2021 aggregating to
2204.70 million.

Other current liabilities. Our other current liabilities increased from 2940.43 million in Financial Year 2020 to
21,239.16 million in Financial Year 2021, primarily due to amount of advance received from customer against
sale agreements of capital assets aggregating 2221.68 million (net of GST) during the Financial Year 2021.

Selected Items of Other Financial Information Items for Certain Years

Net worth. Our net worth increased from 10,652.52 million in Financial Year 2020 to 210,906.48 million in
Financial Year 2021, primarily due to profit for the year for Financial Year 2021 aggregating to 71,329.03 million
partly offset by buyback of shares (including tax) aggregating to 71,084.41 million.

Earnings per Share. Our basic and diluted earnings per share (EPS) decreased from 29.45 in Financial Year 2020
to %5.36 in Financial Year 2021, primarily due to a decrease in profit for the year from 22,366.37 million in
Financial Year 2020 to 21,329.03 million in Financial Year 2021.

Buy Back of Shares

During Financial Year 2021, our Company bought back 1,294,121 fully paid-up equity shares of face value of 22
each from our equity shareholders for a total cash outflow of 71,084.41 million (including tax). This contributed
to an increase in net cash used in financing activities. The shares bought back had a nominal value of 22.59 million,
which was transferred from securities premium account to capital redemption reserve. The securities premium
account decreased by the amount utilized, aggregating to 71,084.41 million.

During the six months ended September 30, 2021, our Company bought back 2,717,172 fully paid-up equity
shares of face value of 22 each from our equity shareholders for a total cash outflow of 23,313.31 million
(including tax). This contributed to an increase in net cash used in financing activities. The shares bought back
had a nominal value of 75.43 million, which was transferred from retained earnings to capital redemption reserve.
The securities premium account decreased by the amount utilized, aggregating to 71,298.87 million, and retained
earnings decreased by the amount utilized, aggregating to 22,014.44 million, including 25.43 million which was
transferred from retained earnings to capital redemption reserve.

Cash Flows
The following table sets forth our cash flows data for the period and years indicated below:

For the Six Months Ended For the Financial Year Ended
September 30, March 31,
2021 2020 2021 2020 2019
(in millions)
Net cash flow from operating activities 607.01 24.71 2,526.22 2,434.47 2,348.38

Net cash flow from / (used) in investing poases| aanazal (esaasy! srr] (e289)
activities 985. 203. E 3 628:

 

289
For the Six Months Ended For the Financial Year Ended

September 30, March 31,
2021 2020 2021 2020 2019
(@ in millions)
Net cash used in financing activities (3,615.76) | (1,263.08) (1,664.63) | (1,409.83) (709.90)
Net (decrease)/increase in Cash and Cash (23.12) (35.13) (22.56) 67.27 957
Equivalents
Operating Activities

Net cash flow from operating activities was %607.01 million for the six months ended September 30, 2021. While
our profit before tax was 21,324.71 million, we had an operating profit before working capital changes of
21,664.97 million, primarily due to depreciation and amortisation expenses of 7431.15 million and finance cost
on lease liabilities of 99.05 million, partially offset by rent concession on lease arrangements of %71.65 million,
interest income of 230.36 million and profit on fair valuation of investments carried at FVTPL of 254.40 million.
Our movement in working capital primarily consisted of an increase in trade receivables of 2396.27 million, an
increase in inventories of 7224.59 million and an increase in other financial assets of 799.95 million, which were
partially offset by an increase in trade payables of 7121.76 million and increase in other financial and non financial
liabilities of 748.39 million. Our income taxes paid (net of refund) was 7419.73 million for the six months ended
September 30, 2021.

Net cash flow from operating activities was 224.71 million for the six months ended September 30, 2020. While
our loss before tax was 2214.17 million, we had an operating profit before working capital changes of
%52.86 million, primarily due to depreciation and amortisation expenses of %491.00 million and finance cost on
lease liabilities of 2106.15 million, partially offset by rent concession on lease arrangements of 3248.72 million
and interest income of 288.77 million. Our movement in working capital primarily consisted of a decrease in trade
receivables of 289.26 million, which was partially offset by a decrease in trade payables of 244.43 million. Our
income taxes paid (net of refund) was 268.83 million for the six months ended September 30, 2020.

Net cash flow from operating activities was 2,526.22 million for the financial year 2021. While our profit before
tax was 21,819.17 million, we had an operating profit before working capital changes of 22,471.61 million,
primarily due to depreciation and amortisation expenses of 955.29 million and finance cost on lease liabilities of
2204.70 million, were partially offset by rent concession on lease arrangements of 338.97 million and interest
income of 2136.97 million. Our changes in working capital for the financial year 2021 primarily consisted of a
decrease in trade receivables of 2115.84 million, a decrease in inventories of 3196.22 million, partially offset by
a decrease in trade payables of 227.07 million. Our income taxes paid (net of refund) was 7344.84 million for the
financial year 2021.

Net cash flow from operating activities was 72434.47 million for the financial year 2020. While our profit before
tax was 23,118.41 million, we had an operating profit before working capital changes of 23,989.08 million,
primarily due to depreciation and amortisation expense of 2887.34 million and finance cost on lease liabilities of
2208.57 million, partially offset by interest income of 7158.06 million. Our changes in working capital for the
financial year 2020 primarily consisted of an increase in trade receivables of 7356.26 million, an increase in
inventories of 3299.11 million and an increase in other financial assets of 7111.70 million, partially offset by an
increase in other payables of 3146.93 million. Our income taxes paid (net of refund) was 2750.30 million for the
financial year 2020.

Net cash flow from operating activities was %2,348.38 million for the financial year 2019. While our profit before
tax was 22,709.38 million, we had an operating profit before working capital changes of 23,369.39 million,
primarily due to depreciation and amortisation expense of 7643.00 million and finance cost on lease liabilities of
2152.80 million, partially offset by profit on sale of investments of 276.35 million. Our changes in working capital
for the financial year 2019 primarily consisted of an increase in trade receivables of 7165.15 million, partially
offset by an increase in trade payables of 2153.08 million. Our incomes taxes paid (net of refund) was
2954.43 million for the financial year 2019.

Investing Activities
Net cash flow from investing activities was 22,985.63 million for the six months ended September 30, 2021,

primarily comprising of cash inflow from sale/redemption of investments of %5,996.57 million and cash outflows
of 33,297.65 million towards purchase of investments.
Net cash flow from investing activities was = 1,203.24 million for the six months ended September 30, 2020,
comprising of:

@ cash inflow from sale/redemption of investments 2,493.76 million, partially offset by cash outflows
from purchase of investments of 71,078.46 million; and

(ii) cash inflow from deposits matured of 2300.04 million and cash outflow from deposits placed of
2575.04 million.

Net cash used in investing activities was 7884.15 million for the financial year 2021, comprising of:

@ cash outflow for purchase of investments of 28,033.85 million, and cash inflow from sale or redemption
of investments of %6,609.97 million;

(ii) cash outflow for deposit placed of 2727.54 million and cash inflow from deposits matured of
21,005.82 million; and

(iii) cash inflow of 2275.69 million from the proceeds from sale of property, plant and equipment and
intangible assets (including advances received).

Net cash used in investing activities was 7957.37 million for the financial year 2020, comprising of:

(i) cash outflow on purchase of investments of 29,784.82 million;
(ii) cash inflow of 28,339.92 million from sale or redemption of investments; and
(iii) cash inflow of 21,450.50 million from deposits matured, and cash outflow of 2886.28 million due to

deposits placed.
Net cash used investing activities was 71,628.91 million for the financial year 2019, comprising of:

(0) cash outflow on purchase of investments for 5,843.07 million, partially offset by sale or redemption of
investments of %5,380.19 million; and

(ii) cash inflow of 236.00 million from deposits matured and cash outflow of 21,170.00 million due to
deposits placed.

Financing Activities
Net cash used in financing activities was 33,615.76 million for the six months ended September 30, 2021, on:
@ buy back of shares (including tax) thereon of %3,313.31 million; and

(ii) principal payment of lease liabilities of 2201.23 million and interest on lease liabilities of 99.05 million
thereon.

Net cash used in financing activities was 71,263.08 million for the six months ended September 30, 2020, on:

@ buy back of shares (including tax) thereon of 21,084.41 million; and
(ii) principal payment of lease liabilities of 373.18 million and interest on lease liabilities of 3105.12 million
thereon.

Net cash used in financing activities was =1,664.63 million for the financial year 2021, on:

@ buy back of shares (including tax) thereon of 21,084.41 million; and
(ii) principal payment of lease liabilities of 2373.41 million and interest on lease liabilities of 2204.70 million
thereon.

Net cash used in financing activities was 71,409.83 million for the financial year 2020, on:

@ dividend paid (including corporate dividend tax) of 2603.87 million; and

291
significant working capital requirements and may require additional financing. If we fail to obtain additional
financing on terms acceptable to us, or otherwise experience insufficient cash flows to fund our working capital,
there may be an adverse effect on our business and results of operations.” on page 47.

Foreign exchange risk

We operate both in domestic and international markets and are exposed to foreign exchange risk through our sales
in overseas countries. We hold forward contracts, such as foreign exchange forwards, to mitigate the risk of
changes in exchange rates on foreign currency exposures, which may arise in relation to certain high-value export
transactions.

We may continue to have more EBOs or sell our products through other retail channels in international markets.
As of September 30, 2021, we had 11 overseas EBOs across the United States, Canada and the UAE. We mitigate
the risk arising from foreign exchange fluctuations by closely monitoring our cash inflows based on review of
expected future movements. See also “Risk Factors — Internal Risk Factors — Risks Related to Our Business — We
are subject to risks arising from exchange rate fluctuations.” on page 51.

Commodity risk

We are exposed to the price volatility of our key raw materials and traded goods, and our operating activities
require a continuous supply of key material for manufacturing products.

Our procurement department continuously monitors the fluctuation in prices and takes necessary actions to
minimize our price risk exposure. See also “Risk Factors — Internal Risk Factors — Risks Related to Our Business
— Any failure to procure adequate amounts of raw materials, finished goods, accessories and packing materials
of the requisite quality at competitive prices in a timely manner may adversely affect our business, results of
operations and cash flows.” on page 37.

Price risk

We are subject to price risks in relation to our investments in bonds, debentures and mutual funds. The investments
are susceptible to market price risk, mainly arising from changes in the interest rates or market yields, which may
impact the return on and value of such investments. To manage such price risks, we diversify our investment
portfolio.

Unusual or Infrequent Events or Transactions

Except as disclosed in this Prospectus, to our knowledge, there have been no unusual or infrequent events or
transactions that have in the past or may in the future affect our business operations or future financial performance.

Known Trends or Uncertainties

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising
from the trends identified above in “~ Significant Factors Affecting Our Results of Operations” and the
uncertainties described in “Risk Factors”, on pages 265 and 27, respectively. Except as disclosed in this Prospectus,
there are no known trends or uncertainties that have or had or are expected to have an adverse impact on revenues
or income of our Company from continuing operations.

Future Relationship between Cost and Revenue

Other than as described in “Risk Factors”, “Our Business” and above in “~ Significant Factors Affecting our
Results of Operations” on pages 27, 136 and 265, respectively, to our knowledge, there are no known factors that
may adversely affect our business prospects, results of operations and financial condition.

New Products or Business Segments

Except as disclosed in this Prospectus, there are no new products or business segments that have or are expected
to have a material impact on our business prospects, results of operations or financial condition.

293
(ii) principal payment of lease liabilities of 594.63 million and interest on lease liabilities of 2208.57 million
thereon.

Net cash used in financing activities was 709.90 million for the financial year 2019, on:

(i) principal payment of lease liabilities of $428.45 million and interest on lease liabilities of 2152.80 million
thereon; and
(ii) decrease in cash credit of 7126.00 million.

Capital and Other Commitments

As of September 30, 2021, the estimated amount of contracts remaining to be executed on capital account was
21.21 million.

Contingent Liabilities

The following table sets forth our contingent liabilities (to the extent not provided for) as of September 30, 2021,
as per Ind AS 37 ‘Provisions, Contingent Liabilities and Contingent Assets”:

Particulars As of September 30, 2021
(Zin million)
Demands/claims by various government authorities and other
claims not acknowledged as debts:
Commercial sales tax of various states 0.99
Income tax demands (excluding interest) 155.42
Demand for employee state insurance 6.98

Off-Balance Sheet Commitments and Arrangements

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships
with affiliates or other unconsolidated entities or financial partnerships that would have been established for the
purpose of facilitating off-balance sheet arrangements.

Quantitative and Qualitative Analysis of Market Risks

Credit risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. As of
September 30, 2021, September 30, 2020 and March 31, 2021, 2020 and 2019, our trade receivables were
24,011.31 million, 33,421.15 million, 33,612.42 million, 33,720.56 million and 3,327.42 million, respectively.
Trade receivable includes both secured and unsecured receivables and are derived from revenue earned from
domestic and overseas customers.

We have managed credit risk through taking security deposits and bank guarantees from customers, credit
approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to whom we
grant credit terms in the normal course of business. An impairment analysis is performed at each reporting date
on an individual basis based on historical data of credit losses. See also “Risk Factors — Internal Risk Factors —
Risks Related to Our Business — Our business depends on the timely and continual purchases of and payments for
our products by our franchisee and retailing vendors, both in the short and long term. Their delay or failure to
do so may adversely impact our business, cash flows and results of operations.” on page 36.

Liquidity risk

Our principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations
as well as investment in mutual funds, fixed deposits, bonds and debentures. We believe our sources of liquidity
as above along with our unused sanctioned facilities are sufficient to meet our current requirements.

Our liquidity management process involves projecting cash flows and considering the level of liquid assets
necessary to meet future requirements, as well as ensuring compliance with regulatory requirements. We seek to
maintain funding flexibility through an adequate amount of committed credit lines which can be drawn upon as:
and when required. See also “Risk Factors — Internal Risk Factors — Risks Related to Our Business — We have

292
Supplier or Customer Concentration

We do not have any material dependence on a single or few suppliers. We have a wide customer base and do not
currently have any material dependence on any particular customer. In the Financial Year 2020, we had revenue
from a certain customer amounting to 71,125.55 million, which was more than 10% of our revenue for the
financial year 2020.

Competitive Conditions

We expect competition in our industry from existing and potential competitors to intensify. For details, please
refer to the discussions of our competition in the sections “Risk Factors” and “Our Business” on pages 27 and 136
of this Prospectus, respectively.

Seasonality

Our business is subject to seasonal variations, which include the peak wedding season in India, as well as other
holidays and festivals. For further details, see “Risk Factors — Internal Risk Factors — Our business depends on
the organization of weddings, festivals and other ethnic celebrations, and may be affected by seasonal variations,
which may adversely affect our business, financial condition and results of operations.” on page 39.

Significant Developments Occurring after September 30, 2021

Except as disclosed below, there are no circumstances that have arisen since September 30, 2021, the date of the
last financial statements included in this Prospectus, which materially and adversely affect or is likely to affect
our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the
next twelve months.

The Company has issued 262,520 Equity Shares on October 16, 2021 pursuant to its ESOP Plan.

For further details, see “Capital Structure” on page 78.

Recent Accounting Pronouncements

As of the date of this Prospectus, there are no recent accounting pronouncements, which would have a material
effect on our financial condition or results of operations.

294
FINANCIAL INDEBTEDNESS
For details regarding the borrowing powers of our Board, see “Our Management-Borrowing Powers” on page
170. Our Company avails credit facilities in the ordinary course of its business for the purposes of meeting
business requirements. These credit facilities include inter alia, overdraft facilities and working capital demand
loans.

The details of aggregate indebtedness of our Company as on September 30, 2021, is set forth below:

(in 2 million unless otherwise stated)

Category of borrowing Sanctioned amount ee eanec toro ial
Overdraft facilities 400.00 Nil
Line of credit for short term loans 300.00 Nil
Working capital facilities 500.00 Nil
Treasury value at risk facility 20.00 Nil
Total indebtedness 1,220.00 Nil

* As certified by Singhi and Co, Chartered Accountants, pursuant to their certificate dated February 9, 2022.

In relation to the Offer, our Company has obtained the necessary consent from the lenders, required under the
relevant loan documentation for undertaking activities in relation to the Offer and in connection thereto.

Principal terms of the borrowings currently availed by our Company:

Brief details of the terms of our various borrowing arrangements are provided below and there may be similar/
additional terms, conditions and requirements under the borrowing arrangements entered into by our Company
with its lenders:

1. Interest: The applicable rate of interest for the various facilities availed by our Company are typically
linked to the marginal cost of lending rate over a specific period of time, and a “spread” per annum, plus
taxes as applicable and are subject to mutual discussions between the relevant lenders and our Company.
The current range of interest ranges between six months/one year MCLR and a spread of 0.50% and 8.00%
(including spread).

2. Tenor: The tenor of each of the facilities availed by us, not being long term facilities, is typically for a
period of up to 12 months.

3. Security: The facilities availed by our Company are typically unsecured.

4. Re-payment: The facilities availed by our Company are typically repayable on demand.

Be Pre-payment: Except for one of our existing borrowing arrangements which stipulates prepayment charges,
the facilities availed by our Company typically do not stipulate pre-payment penalties, subject to ordinary
course of business procedures being adopted by our Company.

6. Restrictive Covenants: The borrowing arrangements entered into by us with the Lender entails certain
restrictive conditions and covenants restricting certain corporate actions, and we are required to take the
prior approval of the Lender before carrying out such activities.

For instance, certain corporate actions for which we require the prior written consent of the Lender include:
(a) effecting any change to our Company’s shareholding pattern;
(b) permitting any change in the ownership or control of our Company; and

(c) _ effecting any changes to the management of our Company.

Ts Events of Default: The borrowing arrangements entered into by us with the Lender contains certain
instances, occurrence of which may result into ‘event of default’, including:

(a) failure to make payment of any principal amount or interest on the relevant due dates;

(b) failure to observe or comply with the terms and conditions of the borrowing arrangement;

295
(c) _ incase our Company ceases or threatens to cease to carry on its business; and

(d) _ in case any step is taken against our Company for dissolution, winding up, liquidation and/or
insolvency, including the appointment of a receiver.

The details above are indicative and there may be similar additional instances that may amount to an event of
default under the borrowing arrangements entered into between our Company and the lenders.

296
SECTION VII - LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS

Except as stated below, there are no outstanding (i) criminal proceedings involving our Company, Subsidiary,
Directors, or Promoters (“Relevant Parties”); (ii) actions by statutory or regulatory authorities involving the
Relevant Parties; (iii) claims relating to direct and indirect taxes involving the Relevant Parties; and (iv)
litigations involving Relevant Parties (other than proceedings covered under (i) to (iii) above) which have been
determined to be “material” pursuant to the Materiality Policy.

In accordance with the Materiality Policy, all outstanding litigation (other than outstanding criminal proceedings,
actions by statutory or regulatory authorities and claims relating to direct and indirect taxes involving the
Relevant Parties wherein (i) the aggregate monetary claim made by or against the Relevant Parties (individually
or in the aggregate), in any such outstanding litigation, is equal to or in excess of an amount equivalent to 1% of
the Company's consolidated profit after tax or consolidated total income, whichever is lower, in the most recently
completed fiscal year or (ii) where the monetary liability is not quantifiable, or which does not fulfil the threshold
specified in (i) above, but the outcome of which could nonetheless have a material adverse effect on the business,
operations, performance, prospects, financial position or reputation of our Company have been considered
“material” and accordingly have been disclosed in this Prospectus.

The consolidated profit after tax of our Company for Fiscal 2021 was %1,329.03 million while the consolidated
total income of our Company for Fiscal 2021 was %6,250.19 million. Accordingly, all such outstanding litigation
proceedings where the aggregate monetary claim made by or against the Relevant Parties (individually or in
aggregate), in any such outstanding litigation or arbitration proceeding is equal to or in excess of 13.29 million
(being 1% of our consolidated profit after tax in Fiscal 2021), have been disclosed in this Prospectus.

Further, there are no: (i) disciplinary actions (including penalties) imposed by SEBI or a recognized stock
exchange against any of our Promoters in the last five Fiscals immediately preceding the date of this Prospectus,
including any outstanding action; and (ii) outstanding litigation involving the Group Companies, which may have
a material impact on our Company.

For the purposes of the above, pre-litigation notices received by the Relevant Parties or the Group Companies
from third parties (excluding notices issued by statutory or regulatory authorities or notices threatening criminal
action) have not and shall not, unless otherwise decided by our Board, be considered “material” until such time
that the Relevant Parties are impleaded as a defendant before any judicial or arbitral forum.

Further, in accordance with the Materiality Policy, our Company has considered such creditors to be ‘material’,
to whom the amount due is equal to or in excess of 5% of the consolidated trade payables of our Company as of.
September 30, 2021. The consolidated trade payables of our Company as on September 30, 2021 was %613.79
million. Accordingly, a creditor has been considered ‘material’ if the amount due to such creditor individually
exceeds 230.69 million as on September 30, 2021.

Unless stated to the contrary, the information provided below is as of the date of this Prospectus. All terms defined
ina particular litigation disclosure below are for that particular litigation only.

LITIGATION INVOLVING OUR COMPANY
(a) Outstanding litigation proceedings against our Company
(i) Criminal proceedings

As on the date of this Prospectus, except as stated below and in “-Outstanding actions by regulatory
or statutory authorities”, there are no criminal proceedings filed against our Company.

1. Subsequent to an inspection carried out at one of the stores of our Company operated by one of
our franchisees, the inspector of the Legal Metrology Department, Government of N.C.T. of
Delhi (“Authority”) seized certain garments namely “Manyavar” branded Kurtas manufactured
by our Company, issued an inspection report dated June 23, 2016 and a show cause notice dated
June 28, 2016, further stamped on October 5, 2016 (“SCN”) to our Company for allegedly

297
(i)

contravening the requirement of mentioning the size on the garment, under certain provisions
of the Legal Metrology Act, 2009. As per the SCN, our Company was given the opportunity of
hearing on July 13, 2016 and October 13, 2016 for compounding of the alleged offence. Our
Company paid the compounding fees to the Weights and Measures Department, Government
of N.C.T of Delhi on May 25, 2016 and June 23, 2016 respectively, receipts for which were
issued to our Company on August 17, 2016. In the letter from our Company to the Authority
dated August 16, 2016, in response to the SCN, our Company assured the Authority that such
an act would not be repeated and requested that the Authority settle the matter. However,
subsequently, a criminal complaint was filed by the Weights and Measures Department,
Government of N.C.T. Delhi against our Company before the Metropolitan Magistrate, Patiala
House Court, New Delhi (“Patiala House Court”) due to alleged non-appearance by our
Company on July 13, 2016 and October 13, 2016 for the compounding of the offence. On March
14, 2017, the Patiala House Court passed an interim order acknowledging the compounding of
the offence by our Company with the Authority and asked the Weights and Measures
Department to verify the receipt before the next hearing on April 16, 2017. However, the Patiala
House Court issued summons on January 29, 2019 for appearance on July 17, 2019 for alleged
violations of certain provisions of the Legal Metrology Act, 2009 and failure to compound the
offence. The matter is currently pending.

Pursuant to an inspection of one of the stores of our Company, operated by one of our
franchisees, the Inspector of Legal Metrology, New Delhi, issued an inspection report dated
June 7, 2014 and subsequently the Controller of Legal Metrology, N.C.T. Delhi (“Authority”)
issued a show cause notice for the alleged contravention of the requirement of disclosing the
size of the garment on the label, under certain provisions of the Legal Metrology Act, 2009. Our
Company was given the opportunity of hearing and compounding the alleged offence before the
Authority on October 9, 2014. However, before the matter could be compounded before the
Authority, a criminal complaint was filed against our Company by the Weights and Measures
Department Government of N.C.T. Delhi before the Metropolitan Magistrate, Patiala House
Court, New Delhi, (“Patiala House Court”). Pursuant to the criminal complaint, summons
were issued to our Company on January 30, 2019 for appearance before the Patiala House Court
on July 19, 2019. Our Company is under the process of compounding the matter. The matter is
currently pending.

Pursuant to an inspection of one of the stores of our Company, operated by one of our
franchisees, the inspector of the Weights and Measures Department Government of N.C.T.
Delhi (“Authority”) issued an inspection report dated July 22, 2019, and subsequently a show
cause notice on September 9, 2019 further stamped on September 26, 2019 (“SCN”), for the
alleged contravention of the requirement of mentioning the quantity in proper manner and the
date of manufacture and packaging on the package under certain provisions of the Legal
Metrology Act, 2009. Our Company was given the opportunity of hearing by the Authority on
September 24, 2019 and October 10, 2019. In its reply to the SCN, dated September 23, 2019,
our Company prayed to the Authority for compounding of the offence with a reasonable amount
of penalty. Before such compounding could take place, on February 4, 2020, the Metropolitan
Magistrate, Karkardooma Court, Delhi, issued summons to our Company and our franchisee for
appearance on March 19, 2020 for compounding. The matter is currently pending.

Outstanding actions by regulatory or statutory authorities

As on the date of this Prospectus, except as stated below, there are no outstanding actions by
regulatory or statutory authorities filed against our Company.

1.

Subsequent to an inspection carried out at one of the stores of our Company, operated by one
of our franchisees, the inspector of the Legal Metrology Department, Government of
Maharashtra (“Authority”) issued a panchnama dated April 2, 2019 and a show cause notice
dated June 7, 2019 (“SCN ”) to our Company, for the seizure of certain pre-packed packages of
our products including shoes (“Products”), for allegedly contravening certain provisions of the
Legal Metrology Act, 2009, relating to marking the month and year of manufacturing, packing
or importing and the place of manufacture on the products. Our Company made a written
representation responding to the SCN before the Controller of Legal Metrology on June 15,
2019 and before the Inspector of Legal Metrology on July 22, 2019, denying all allegations and
requesting the Authority to withdraw the panchnama and SCN. On July 22, 2019, the Authority
issued an intimation letter to our Company, for appearance before the Chief Additional
Metropolitan Magistrate, Dadar, Mumbai, Maharashtra (“Magistrate”) on August 21, 2019.
Our Company responded to the intimation letter of the Authority on August 2, 2019, requesting
it to respond to the written representation made by our Company and to refrain from proceeding
against our Company without providing the opportunity of hearing. Subsequently, on August
21, 2019, a criminal case was instituted against our Company and directors (which is yet to be
admitted) before the Magistrate under certain provisions of the Legal Metrology Act, 2009. Our
Company filed a writ petition on August 14, 2019, before the High Court of Judicature at
Bombay (“Bombay High Court”) challenging the seizure of the products and the intimation
letter. Subsequently, an interim order was obtained on November 18, 2019 stating that no
coercive action be taken by the Authority pursuant to the impugned SCN. The matter is currently
pending.

Subsequent to an inspection carried out at one of the stores of our Company, operated by one
of our franchisees, the Legal Metrology Department Varanasi, Uttar Pradesh (“Authority”)
issued a panchnama dated February 7, 2019 and a show cause notice dated March 19, 2019
(“SCN 1”) to our Company, alleging that certain garments manufactured by our Company
contravened the minimum measurement requirement under certain provisions of the Legal
Metrology Act, 2009. Subsequently, by way of its responses dated June 17, 2019 and August
13, 2019, our Company requested the Authority for an opportunity to compound the alleged
offences with a prescribed minimum penalty. Thereafter, by way of a subsequent show cause
notice dated August 20, 2019 (“SCN 2”), the Authority further alleged contravention of certain
packaging and selling requirements in terms of the Legal Metrology Act, 2009. In the response
dated October 15, 2019, our Company denied the allegations. A letter was issued by the
Authority on October 21, 2019, reiterating that the alleged contraventions mentioned in SCN 2,
were applicable. Aggrieved, on December 16, 2019, an appeal (“Appeal”) was filed by our
Company before the Controller of Legal Metrology, Government of Uttar Pradesh,
(“Controller”) against the contents of SCN 1, SCN 2 and the letter. Subsequently, a warning
letter was issued by the Authority on December 26, 2019, stating that if our Company failed to
pay the compounding fees, the Authority would initiate proceedings in the Economic Offences
Court. Aggrieved by this, our Company filed a criminal miscellaneous writ petition before the
Uttar Pradesh High Court (“High Court”) on February 25, 2020, against the Authority. The
High Court passed an order on February 27, 2020, directing the Controller to decide the outcome
of the Appeal and disposing off the writ petition. The certified order copy was submitted to the
Controller’s office by hand on March 16, 2020. Our Company is awaiting the response from the
Controller Office. The matter is currently pending.

Subsequent to an inspection carried out at one of the stores of our Company operated by one of
our franchisees, the Legal Metrology Department, Government of Karnataka (“Authority”),
issued a seizure receipt, dated April 27, 2019 to our franchisee, for the seizure of certain alleged
pre-packed packages of the “Manyavar” branded jackets manufactured by our Company. The
alleged offence was contravening the requirement of marking the month and year of
manufacturing, packing or importing under certain provisions of the Legal Metrology Act, 2009.
Thereafter, a notice for compounding the alleged offence was issued by the Authority to our
franchisee on July 3, 2019, giving fifteen days to pay the compounding fees, failing which a
complaint would be lodged before the Judicial Magistrate, Bengaluru, Karnataka. Our Company
in its written representation to the Authority, dated July 15, 2019, denied all the allegations and
submitted that its products cannot be construed as packed products within the meaning of such
terms under the Legal Metrology (Packaged Commodities) Rules, 2011 (“Legal Metrology
Rules”). Our Company made a further representation before the Authority and the Controller
of the Department of Legal Metrology on July 29, 2019, given that there was no response from

299
the Authority subsequent to the response sent by our Company. Thereafter, the Authority issued
a notice to our Company on August 17, 2019 (“Notice”) for the alleged violation of the Legal
Metrology Rules and directing our Company to submit certain documents and to pay the
compounding fees. Our Company, in its response to the Notice on August 26, 2019, furnished
the documents and denied all allegations. Our Company requested that the Authority return the
seized products since they were outside the purview of the Legal Metrology Rules. Aggrieved
by the Notice, our Company filed a writ petition against the Authority before the High Court of
Karnataka at Bengaluru (“Karnataka High Court”) on September 5, 2019. Subsequently, an
order was passed by the Karnataka High Court on September 26, 2019 (“Order”), disposing off
the writ petition and ordering the Authority to adjudicate the objections raised by our Company
and proceed in accordance with law. Further to the Order, our Company sent a letter to the
Authority on October 16, 2019, requesting it to abide by the Order and to adjudicate the
objections of our Company. In response, the Authority, issued an order in the form of a letter
dated November 4, 2019 providing our Company an opportunity for hearing, yet unilaterally
deciding on the applicability of the provisions of the Legal Metrology Rules, stating that the
seized products were in fact pre-packed packages and not loose garments (“Impugned Order”).
Aggrieved by this, our Company filed another writ petition on November 28, 2019, challenging
the Impugned Order and seeking to quash it. On December 18, 2019, the Karnataka High Court
passed an interim order staying the Impugned Order temporarily. The matter is currently
pending.

Subsequent to an inspection carried out at one of the stores of our Company, operated by one
of our franchisees, the Legal Metrology Department, Varanasi, Uttar Pradesh (“Authority”),
issued a panchnama dated September 30, 2019 to the store manager, and seized certain garments
of our Company, including Dupattas and socks, due to alleged contravention of certain
provisions of the Legal Metrology Act, 2009. Subsequently, by way of its response dated
November 25, 2019, our Company denied the allegations and requested the Authority to
withdraw the panchnama and return the seized garments. Since no response was received from
the Authority, our Company sent a reminder letter to the Authority on February 5, 2020. In
connection with this matter, summons have been issued against the store manager on October
21, 2021 for appearance. The matter is currently pending.

Pursuant to inspections conducted by the Employee State Insurance Corporation Kolkata, West
Bengal (“Corporation”) under the Employee State Insurance Corporation Act (“ESI Act”)
1948 on August 24, 2007 and November 26, 2007, our Company was issued a demand letter by
the Corporation on October, 23, 2008 for payment of contribution on labor charges,
advertisement, office expenses, incentive to staff, repairs and maintenance. In response, our
Company issued a letter dated January 12, 2009, disputing the demand amount and prayed for
the opportunity of hearing on January 12, 2009. Subsequently, a show cause notice dated March
23, 2009, (“SCN 1”) to explain its alleged non-compliance with the provisions of the ESI Act
and asked to pay the statutory dues. On June 12, 2009, without due consideration of all
objections raised by our Company, a final order was passed for payment of contributions by our
Company. Aggrieved by this order, our Company filed a petition before the Employee State
Insurance Court, West Bengal (“Court”) on July 24, 2009. Another show cause notice (“SCN
2”) was issued to our Company on July 9, 2009 for payment of contribution on advertisement
and job work. Our Company replied to the SCN 2, requesting for an opportunity of personal
hearing on November 9, 2009. Despite providing thorough explanation during the personal
hearing on December 22, 2009, an order was passed on January 18, 2010 for payment of
contributions on job charges by our Company. Aggrieved by this, our Company filed another
petition on February 1, 2010 to set aside the impugned order. After hearing both petitions dated
June 24, 2009 and February 1, 2010 (“Tender Cases”), the Employee State Insurance Court,
West Bengal ordered our Company to deposit an amount towards the contribution on June 1,
2010. Subsequently, as per the advice of the Corporation, our Company agreed to settle the
matter out of court and withdrew the Tender Cases on February 26, 2016. There was no response
from the Corporation thereafter until June 2, 2016 when a recovery case was filed by the
Corporation against our Company for recovery of the alleged contribution amount of %5.16

 

300
million and interest at = 933.48 per day. Aggrieved by this, our Company filed a petition to set
aside the impugned certificate proceedings initiated by the Corporation on June 8, 2016. The
Court passed a temporary injunction order against the Corporation on June 22, 2016 and asked
our Company to deposit a sum of 20.70 million over and above the amount of 20.14 million
already deposited by our Company, amounting to an aggregate of 20.84 million, which was duly
deposited by our Company. The matter is currently pending.

(iii) Other material pending proceedings

(iv)

As on the date of this Prospectus, except as stated below, there are no material pending proceedings
filed against our Company.

Trademark Rectification Matters

1. A trademark rectification application has been filed by Gourav Suitings Pvt. Ltd, Rajasthan
(“Gourav Suitings”) against our Company on October 1, 2016 before the Intellectual Property
Appellate Board (“Board”) in response to another trademark rectification application filed by
our Company against Gourav Suitings. Our Company filed a counter statement on December
13, 2018 and a miscellaneous petition on August 19, 2019 for filing additional documents as
evidence. With the written pleadings complete, the matter was taken up for hearing by the Board
on August 19, 2019 and further adjourned. As per the interim order passed by the Board on
August 19, 2019, the parties were to present final arguments on February 12, 2020, however the
matter was not taken up on such date. Pursuant to the enactment of The Tribunals Reforms Act,
2021, the Board stands abolished and the matter is yet to be transferred before the appropriate
High Court for further proceedings. The matter is currently pending.

Tax proceedings

Except as mentioned below, there are no pending claims related to direct and indirect taxes against
our Company as on the date of this Prospectus:

) Number of proceedings Amount involved (in
Nature of proceeding eee ae 8 nee ¢

Direct tax 6 232.56

Indirect tax 4 0.99

Total 10 233.55,

* To the extent quantified.

Note: The Income Tax department (“IT Department”) carried out a search and seizure operation at
the premises of our Company in November 2018. Subsequent to such search and seizure operations,
our Company has filed necessary returns with the IT Department as well as submitted replies to
notices issued by the IT Department. Subsequently, after the completion of assessment by IT
Department, our Company has received demand notices in September 2021 from the IT Department
making certain disallowances with respect to certain expenses and without giving the credit of
certain advance tax paid/tax deducted at source. Our Company has filed appeals in October 2021
against such notices which are currently pending. Subsequently, our Company has received
rectification orders for AY 2013-14 and 2014-15 wherein the IT Department has rectified the
original assessment orders and given our Company credit for the advance tax and self-assessment
tax paid in the relevant AY. A summary of the outstanding demands pursuant to the search and
seizure operation is included below:

Assessment Year Amount involved (in %million)*
2013-14 86.10
2014-15, 71.70
2015-16 25.24
2016-17 40.42
2017-18 9.10
2018-19* NA*

*Total tax credit/benefit of 2.1 million has not been given by IT Department in the aforesaid demand notices
with respect to AY 2018-19.

* The demand raised is including interest.

” Per the IT Department's computation, we are eligible for a refund of INR & 11.34 million for AY 2018-19.

301
(b) Outstanding litigation proceedings by our Company

@

(ii)

Criminal proceedings
As on the date of this Prospectus, there are no pending criminal proceedings filed by our Company.
Other pending proceedings

As on the date of this Prospectus, except as stated below, there are no other pending proceedings
filed by our Company.

Trademark Infringement and Rectification Matters

1. Application for rectification has been filed by our Company against Gourav Suitings Pvt. Ltd,
Rajasthan (“Gourav Suitings”), for the MANYAVAR mark, on April 17, 2015 before the
Intellectual Property Appellate Board (“Board”). A counter statement was filed by Gourav
Suitings. Additionally, our Company submitted a miscellaneous petition for filling additional
documents as evidence in support of its application before the Board. With the written pleadings
complete, the matter was taken up for final hearing by the Board on August 19, 2019 and
adjourned without arguments taking place. As per the interim order passed by the Board on
August 19, 2019, the parties were to present final arguments on February 12, 2020, however the
matter was not taken up on such date. Pursuant to the enactment of The Tribunals Reforms Act,
2021, the Board stands abolished and the said matter is yet to be transferred before the
appropriate High Court for further proceedings. The matter is currently pending.

A trademark infringement and passing off suit, has been filed jointly by our Company and
Subsidiary on November 17, 2021, against Lalit Kumar Champalal Karnawat (“Respondent”),
before the Commercial Court at Alipore, Kolkata, West Bengal (“Court”), for using the mark
MANYAVAR in its business of manufacturing and supplying electrical devices. An ad interim
order of injunction was passed by the Court on November 18, 2021, restraining the Respondent
from using the mark MANYAVAR which has been extended up to February 15, 2022. The
matter is currently pending.

LITIGATION INVOLVING OUR SUBSIDIARY

(a) Outstanding litigation proceedings against our Subsidiary

@

(ii)

Criminal proceedings

As on the date of this Prospectus, there are no pending criminal proceedings initiated against our
Subsidiary.

Actions by statutory or regulatory authorities

As on the date of this Prospectus, except as stated below, there are no pending actions initiated by
any statutory or regulatory authority against our Subsidiary.

1. Our Subsidiary, Manyavar Creations Private Limited was issued a show cause notice on
December 2, 2020, by the Legal Metrology Department, Lucknow, Uttar Pradesh
(“Authority”), for the alleged contravention of certain provisions of the Legal Metrology Act,
2009 by not specifying the size of the garment on its website. The Authority sought response
and a compounding application within seven days. The matter is currently pending.

2. Our Subsidiary, Manyavar Creations Private Limited was issued a show cause notice on August
31, 2020, by the Legal Metrology Department, Bagpath, Uttar Pradesh (“Authority”), for the
alleged contravention of certain provisions of the Legal Metrology Act, 2009 for the alleged
non-observance of the dimensional standards of the garment on its website. The Authority

302
sought response and a compounding application within seven days. Responding to the notice,
our Company in its letter dated October 12, 2020, denied all allegations and requested the
Authority to withdraw the show cause notice. The matter is currently pending.

(iii) Other pending proceedings

(vy)

As on the date of this Prospectus, there are no pending proceedings initiated against our Subsidiary,
which have been considered material by our Company in accordance with the Materiality Policy.

Claims related to direct and indirect taxes

As on the date of this Prospectus, there are no pending claims related to direct and indirect taxes
against our Subsidiary.

(b) Outstanding litigation proceedings initiated by our Subsidiary

@

Gi)

Criminal proceedings

As on the date of this Prospectus, except as mentioned below, there are no pending criminal
proceedings initiated by our Subsidiary.

An application under Section 138 read with Section 141 of Negotiable Instruments Act, 1881
bearing no. CS 77920 of 2021 was filed by our Subsidiary, Manyavar Creations Private Limited
against Sehgal Brothers Retail, Dinesh Sehgal, Harsh Sehgal and Pradeep Kapuron (“Accused
Persons”) on November 25, 2021 before the Chief Metropolitan Magistrate, Calcutta (“Court”).
The application was filed as the Accused Persons failed to make the payment. On April 1, 2021,
as per the discussion between our Subsidiary and the Accused Persons, a working outstanding
amount of 2 6.48 million was duly agreed and admitted by the Accused Persons. The Accused
Persons issued five post-dated account payee cheques, out which two cheques amounting to =
2.83 million being dishonoured were returned by the banker as “funds insufficient”. In spite of
the demand notice sent by our Subsidiary on October 8, 2021, the payment was not made by the
Accused Persons. As per the order passed by the Court on December 16, 2021, the application
was allowed, and summons were issued upon the Accused Persons for appearance on February 7,
2022. Further, an initial deposition under section 145 of the Negotiable Instruments Act, 1881
was filed by the complainant, Swapan Majumder. The matter is currently pending.

Other pending proceedings

As on the date of this Prospectus, except as stated in (b) Outstanding litigation proceedings by our
Company - (ii) Other pending proceedings, there are no pending proceedings initiated by our
Subsidiary, which have been considered material by our Company in accordance with the
Materiality Policy.

LITIGATION INVOLVING OUR DIRECTORS

(a) Outstanding litigation proceedings against Directors

@

(ii)

Criminal proceedings against our Directors

As on the date of this Prospectus there are no pending criminal proceedings initiated against our
Directors.

Actions by statutory or regulatory authorities
Other than as disclosed above in “Outstanding litigation involving our Company —Outstanding
litigation proceedings against our Company- Actions by statutory or regulatory authorities”, there

are no other outstanding actions by statutory and regulatory authorities against our Directors as on
the date of this Prospectus.

303
(iii)

(iv)

Other pending proceedings

As on the date of this Prospectus, there are no proceedings pending against our Directors, which
have been considered material by our Company in accordance with the Materiality Policy.

Claims related to direct and indirect taxes

Except as mentioned below, there are no pending claims related to direct and indirect taxes against
our Directors as on the date of this Prospectus:

z= e 7
Nature of proceeding Nae ee ae

Ravi Modi

Direct tax 2 135.84

Indirect tax Nil Not applicable
Shilpi Modi

Direct tax 1 47.24

Indirect tax Nil Not applicable

Total 3 183.08

“To the extent quantified.

Further details in relation to aforementioned claims against our Directors:

The Income Tax department (“IT Department”) carried out a search and seizure operation at the
premises of our Promoters and Executive Directors, Ravi Modi and Shilpi Modi in November 2018.
Consequent to such operation, the IT Department directed our individual Promoters to file income
tax returns for assessment years (“AY”) commencing from AY 2013-14 to AY 2019-20. Subsequent
to filing the returns, with respect to AY 2015-16, while the IT Department did not note any
deficiency in the return filed by Ravi Modi, a notice of demand dated August 5, 2021, for an amount
of 20.65 million was issued against Ravi Modi for the aforesaid AY. Ravi Modi has filed an appeal
before the Commissioner of Income Tax (Appeals) against such notice. With respect to AY 2018-
19, the Assessing Officer disallowed short term capital loss of an amount of %407.61 million in case
of Ravi Modi and 2142.45 million in case of Shilpi Modi on the ground that the said short term loss
pertained to AY 2019-20 and therefore was allowable in AY 2019-20. According to the said
assessment order, the Assessing Officer issued separate notices of demand, both dated July 22, 2021
(“July Notices”) under Section 156 of the IT Act against Ravi Modi and Shilpi Modi for an
aggregate amount of 2135.19 million and 247.24 million, respectively. Both Ravi Modi and Shilpi
Modi have filed appeals before the Commissioner of Income Tax (Appeals) against the July Notices
on the ground that the short-term capital loss is allowable in AY 2018-19 itself. During the
assessment proceedings for AY 2019-20, while no additional demand was raised, the matters were
referred to the District Valuation Officer (“DVO”), Valuation cell, Income Tax department after
which the DVO has determined the value of the property as % 345.76 million for which the individual
Promoters have submitted their no-objection letters. Both Ravi Modi and Shilpi Modi have filed
appeals before the Commissioner of Income Tax (Appeals) against said proceedings as well. The
appeals are currently pending.

(b) Outstanding litigation proceedings by our Directors

@

(ii)

Criminal proceedings

As on the date of this Prospectus, there are no pending criminal proceedings initiated by any of our
Directors.

Other pending proceedings

As on the date of this Prospectus, there are no pending proceedings initiated by any of our Directors,
which have been considered material by our Company in accordance with the Materiality Policy.

304
LITIGATION INVOLVING OUR PROMOTERS

(a) Outstanding litigation proceedings against our Promoters

() — Criminal proceedings

As on the date of this Prospectus, there are no pending criminal proceedings against any of our
Promoters.

(ii) _ Actions by statutory or regulatory authorities

Other than as disclosed above in “Outstanding litigation involving our Company- outstanding
litigation proceedings against our Company- actions by statutory or regulatory authorities” there
are no other outstanding actions by statutory and regulatory authorities against our Promoters as
on the date of this Prospectus.

(iii) | Other pending proceedings

As on the date of this Prospectus, there are no proceedings pending against our Promoters, which
have been considered material by our Company in accordance with the Materiality Policy.

(iv) Claims related to direct and indirect taxes

Other than as disclosed above in “Litigation involving our Directors-Claims related to direct and
indirect taxes”, there are no pending claims related to direct and indirect taxes against our
Promoters as on the date of this Prospectus:

ADDITIONAL INFORMATION IN RELATION TO THE SEARCH AND SEIZURE PROCEEDING
INOLVING MODIFI INVESTMENT SERVICES PRIVATE LIMITED (“MISPL”)

The IT Department carried out a search and seizure operation at the premises of our Group Company, ModiFi
Investment Services Private Limited (“MISPL”) in November 2018. Subsequent to such search and seizure
operations, MISPL has received demand notices from the IT Department for AY 2011-12 to 2014-15 and AY
2018-19 in August and May 2021 against which MISPL has filed appeals which are currently pending. Details of
such demand notices is below:

Assessment Year Amount involved (in Z million)*
2011-12 15.04
2012-13 77.91
2013-14 2.32
2014-15 45.67
2018-19 0.47

*The demand raised is including interest.

OUTSTANDING DUES TO CREDITORS

Further, in accordance with the Materiality Policy, our Company has considered such creditors material to whom
the amount due is equal to or in excess of 5% of the consolidated trade payables of our Company as of the end of
the most recent period covered in the Restated Consolidated Financial Statements, i.e. %30.69 million, as of
September 30, 2021 (“Material Creditors”).

The details of the total outstanding overdues (trade payables) owed to micro, small and medium enterprises (as
defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), Material Creditors
and other creditors as on September 30, 2021 is as set forth below:

- 7 Amount involved
Particulars Number of creditors (in million)
Dues to micro enterprises and small enterprises 140 183.10

305
Amount involved

Particulars Number of creditors eee
in million)
Dues to Material Creditor(s) (as defined above) NIL NIL
Dues to other creditors 1,012 430.69
Total 1,152 613.79

While as on the date of this Prospectus, our Company does not have any Material Creditors, details pertaining to
outstanding overdues to material creditors, if any, along with names and amounts involved for each such material
creditor shall be made available on the website of our Company at https://www.vedantfashions.com/materials-
creditors.

Material Developments

Except as disclosed in “Management's Discussion and Analysis of Financial Position and Results of Operations
~ Significant Developments Occurring after September 30, 2021” on page 294, no circumstances have arisen since
September 30, 2021, the date of the last Restated Consolidated Financial Statements disclosed in this Prospectus,
which may materially and adversely affect, or are likely to affect our profitability, our operations, the value of our
consolidated assets or our ability to pay our material liabilities within the next 12 months.

306
GOVERNMENT AND OTHER APPROVALS

Except as disclosed herein, our Company has obtained all material consents, licences, registrations, permissions,
and approvals from the relevant governmental, statutory, and regulatory authorities, which are necessary for
undertaking our business activities and operations. In the event any of the approvals and licences that are required
for our business operations expire in the ordinary course, we make applications for their renewal from time to
time. We have set out below a list of material approvals, consents, licences, and permissions from various
governmental and regulatory authorities obtained by our Company which are considered material and necessary
for the purpose of undertaking our business activities and operations. Unless otherwise stated, these approvals
are valid as on the date of this Prospectus. For details in connection with the regulatory and legal framework
within which our Company operates, see “Key Regulations and Policies” on page 156.

For Offer related approvals, see “Other Regulatory and Statutory Disclosures” on page 309, for incorporation
details of our Company, see “History and Certain Corporate Matters” on page 159.

Material approvals in relation to our Company’s business and operations-
Tax related approvals/licences/registrations

1. Permanent account number issued under the Income Tax Act, 1961.

2. Tax deduction account number issued under the Income Tax Act, 1961.

3. Goods and services tax registration issued under the Central Goods and Service Tax Act, 2017.
4.

Professional tax registrations issued under the West Bengal State Tax on Professions, Trades, Callings and
Employment Rules, 1979.

5. Certificate of Importer-Exporter Code issued by the Director General of Foreign Trade, Ministry of
Commerce and Industry.

Material labour/employment related approvals

1. Certificate of registration issued under the West Bengal Shops and Establishments Act, 1963.

2. Certificate of registration issued by the Employees’ Provident Fund Organisation under the Employees’
Provident Funds and Miscellaneous Provisions Act, 1952.

3. Certificate of registration issued by the Deputy Director of Employees State Insurance Corporation (“ESIC”)
under the Employees’ State Insurance Act, 1948.

4. Certificate of registration as a principal employer issued under the Contract Labour (Regulation & Abolition)
Act, 1970.

5. Certificate of registration issued under the Labour Welfare Fund Act under the West Bengal Labour Welfare
Fund Act, 1974.

Material approvals in relation to our offices, manufacturing unit and warehouse
1. Factory licence issued by the Chief Inspector of Factories, West Bengal under the Factories Act, 1948.
2. Trade licences/certificate of enlistment issued by the Kolkata Municipal Corporation, Barasat Municipality

and the Mohiary Gram Panchayat under the West Bengal Municipal Corporation Act, 1993.

Material approval for which application for registration has been made and is currently pending:

SL. No. Description ‘Authority Date of Application
le Certificate of Registration under Plastic | Central Pollution Control July 30, 2021
Waste Management Rules, 2016 Board

307
Intellectual Property Rights
Trademarks

Our Company has obtained and has applied for registrations in respect its intellectual property. As of September
30, 2021, our Company has 209 registered trademarks in India under various classes, including in classes 23, 24,
25 and 35 of the Trademarks Act, 1999. These include registrations in respect of certain of our key brands,
including ‘Manyavar’, ‘Mohey’, ‘Twamev’, ‘Mebaz’, ‘Manthan’ and our ‘M’ logo. Further, our Company has also
obtained registrations for 70 trademarks across several jurisdictions, including Australia, UK, USA, Malaysia,
Bangladesh, Canada, China, Mauritius, South Africa, UAE, European Union, Nigeria, Saudi Arabia, Sri Lanka,
Singapore, and Nepal, which include trademark registrations in respect of our key brands including ‘Manyavar’
and ‘Mohey’.

Further, as of September 30, 2021, our Company has made applications for an additional 35 trademarks in India
and 19 trademarks in Bangladesh, Sri Lanka, South Africa, Pakistan, and New Zealand, including certain
trademarks which have been objected to.

For further details, also see “Risk Factors” on page 27.

Copyright

As of September 30, 2021, our Company has five registered “artistic works” in India.

Designs

As of September 30, 2021, our Company has 12 registered designs in India and has also made applications for 20
additional designs, which are pending.

308
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer

The Offer has been authorised by our Board pursuant to a resolution passed at its meeting held on September 6,
2021. Further, our Board has taken on record the respective approvals for the Offer for Sale by the Selling
Shareholders in its meeting held on September 6, 2021.

Our Board and IPO Committee have each approved the Draft Red Herring Prospectus pursuant to their resolutions
dated September 6, 2021 and September 9, 2021, respectively. Our Board and IPO Committee have each approved
the Red Herring Prospectus pursuant to their resolutions dated January 22, 2022. Our Board and IPO Committee
have each approved this Prospectus pursuant to their resolutions dated February 9, 2022.

The Offer for Sale has been authorised by the Selling Shareholders as follows:

Shareholding of
the Selling
Aggregate number of Equit Shareholder as a
Selling Shareholder Site oneal Tobesoldinthe Pateof corporate Date of consent percentage of
Offer for Sale epnicvall Mans total pre-Offer
paid up Equity
Share capital (%)
Rhine Up to 17,459,392 Equity Shares | September 2, 2021 | September 2, 2021 7.19%
Kedaara AIF Up to 723,014 Equity Shares August 28, 2021 | September 2, 2021 0.30%
Ravi Modi Family | Up to 18,182,432 Equity Shares | August 28,2021 | September 2, 2021 74.59%
Trust (acting through
its trustee, Modi
Fiduciary Services
Private Limited)
Total Up to 36,364,838 Equity Shares 82.08%

Our Company received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to
letters dated September 20, 2021 and September 27, 2021, respectively.

Prohibition by SEBI or other Governmental Authorities

Our Company, our Subsidiary, our Promoters, our Directors, the members of the Promoter Group, the Selling
Shareholders, the persons in control of our Company and the persons in control of Ravi Modi Family Trust (acting
through its trustee Modi Fiduciary Services Private Limited), are not prohibited from accessing the capital markets
and have not been debarred from buying, selling or dealing in securities under any order or direction passed by
SEBI or any securities market regulator in any jurisdiction or any other authority/court.

Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, Selling Shareholders, our Promoters and the members of the Promoter Group are in compliance
with the Companies (Significant Beneficial Ownership) Rules, 2018, to the extent applicable.

Directors associated with the Securities Market

Except Sunish Sharma, who is associated with Kedaara Capital Alternative Investment Fund, Kedaara Capital
Fund II LLP, Kedaara Capital Alternative Investment Fund II and Kedaara Capital Growth Fund III LLP, none of
the Directors are, in any manner, associated with the securities market. Further, there are no outstanding action(s)
initiated by SEBI against the Directors of our Company in the five years preceding the date of this Prospectus.

Eligibility for the Offer

Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and is
in compliance with the conditions specified therein in the following manner:

© Our Company has had net tangible assets of at least 730 million, calculated on a restated and consolidated
basis, in each of the preceding three full years (of 12 months each);

309
* Our Company has an average operating profit of at least 150 million, calculated on a restated and
consolidated basis, during the preceding three years (of 12 months each), with operating profit in each of
these preceding three years;

© Our Company has a net worth of at least 210 million in each of the preceding three full years (of 12 months
each), calculated on a restated and consolidated basis; and

© Our Company was converted into a public limited company and consequently, a fresh certificate of
incorporation dated August 25, 2021 was issued by the RoC, recording the change of the name of our
Company to ‘Vedant Fashions Limited’. No change in business activity is indicated by our present name and
there has not been any change in the business activities of our Company.

Our Company’s net tangible assets, operating profits and net worth, derived from the Restated Consolidated
Financial Statements included in this Prospectus as at, and for the last three Fiscals are set forth below:
(in 2 million, unless otherwise stated)

’ As at and for the Fiscal ended
Beas March 31, 2021 March 31, 2020 March 31, 2019
Restated net tangible assets ! 9,353.72 8,910.99 7,107.13
Restated pre-tax operating profit? 1,475.36 3,050.20 2,715.11
Restated consolidated net worth 3 10,906.48 10,652.52 8,820.08

Notes:

1) “Net tangible assets” means the sum of all net assets of the Company and its subsidiaries (together, the “Group ) excluding intangible
assets, goodwill, deferred tax assets, right of use assets and intangible assets under development reduced by total liabilities (excluding
lease liabilities and deferred tax liabilities) of the Group.

2) "Restated pre-tax operating profit" means restated profit before tax excluding other income and finance costs.

3) ‘Net worth’ is the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and
debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and
miscellaneous expenditure not written off, as per the restated balance sheet, but does not include reserves created out of revaluation of
assets, write-back of depreciation and amalgamation. As capital reserve is not created out of the profits, same has not been considered for
the purpose of calculation of Net worth.

Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable.

Further, our Company confirms that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI
ICDR Regulations, to the extent applicable.

The details of our compliance with Regulation 5 and Regulation 7(1) of the SEBI ICDR Regulations are as
follows:

(a) None of our Company, our Promoters, members of our Promoter Group, our Directors or the Selling
Shareholders are debarred from accessing the capital markets by SEBI.

(b) None of our Promoters or Directors are promoters or directors of companies which are debarred from
accessing the capital markets by SEBI.

(c) None of our Company, our Promoters or Directors is a Wilful Defaulter.

(d) None of our Promoters or Directors has been declared a Fugitive Economic Offender.

(e) Other than options outstanding in terms of the ESOP Plan, there are no outstanding convertible securities of
our Company or any other right which would entitle any person with any option to receive Equity Shares of

our Company as on the date of filing of this Prospectus;

(f) Our Company along with Registrar to the Offer has entered into tripartite agreements dated October 4, 2016
and September 3, 2021 with NSDL and CDSL, respectively, for dematerialization of the Equity Shares;

(g) The Equity Shares of our Company held by the Promoters are in the dematerialised form; and

310
(h) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing
of this Prospectus.

Each of the Selling Shareholders has severally and not jointly confirmed compliance with Regulation 8 of the
SEBI ICDR Regulations and approved its participation in the Offer for Sale in relation to its portion of the Offered
Shares.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BRLMs, BEING AXIS CAPITAL LIMITED, EDELWEISS FINANCIAL
SERVICES LIMITED, ICICI SECURITIES LIMITED, IIFL SECURITIES LIMITED AND KOTAK
MAHINDRA CAPITAL COMPANY LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE
IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING AN INVESTMENT IN THE PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BRLMs ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE SELLING
SHAREHOLDERS DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BRLMs HAVE FURNISHED TO SEBI, A DUE DILIGENCE
CERTIFICATE DATED SEPTEMBER 9, 2021, INTHE FORMAT PRESCRIBED UNDER SCHEDULE
V( FORM A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.

THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO
TAKE UP, AT ANY POINT OF TIME, WITH THE BRLMs, ANY IRREGULARITIES OR LAPSES IN
THE DRAFT RED HERRING PROSPECTUS.

Disclaimer from our Company, our Directors, the Selling Shareholders and the BRLMs

Our Company, the Directors, the Selling Shareholders and the BRLMs accept no responsibility for statements
made otherwise than in this Prospectus or in the advertisements or any other material issued by or at our
Company’s instance and anyone placing reliance on any other source of information, including our Company’s
website www.vedantfashions.com would be doing so at his or her own risk. The Selling Shareholders, its
respective directors, affiliates, associates and officers accept or undertake no responsibility for any statements
other than those specifically undertaken or confirmed by the Selling Shareholder in relation to itself and its Offered
Shares.

The BRLMs accepts no responsibility, save to the limited extent as provided in the Offer Agreement and the
Underwriting Agreement.

All information shall be made available by our Company, the Selling Shareholders and the BRLMs to the public
and investors at large and no selective or additional information would be available for a section of the investors
in any manner whatsoever, including at road show presentations, in research or sales reports, at Bidding centres
or elsewhere.

311
Investors who Bid in the Offer were required to confirm and were deemed to have represented to our Company,
the Selling Shareholders, Underwriters and their respective directors, partners, designated partners, officers,
agents, affiliates, and representatives that they are eligible under all applicable laws, rules, regulations, guidelines
and approvals to acquire the Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any
person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the
Equity Shares. Our Company, the Selling Shareholders, Underwriters and their respective directors, partners,
designated partners, officers, agents, affiliates, employees and representatives accept no responsibility or liability
for advising any investor on whether such investor is eligible to acquire the Equity Shares.

The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in
transactions with, and perform services for, our Company, the Selling Shareholders and their respective group
companies, affiliates or associates or third parties in the ordinary course of business and have engaged, or may in
the future engage, in commercial banking and investment banking transactions with our Company, the Selling
Shareholders and their respective group companies, affiliates or associates or third parties, for which they have
received, and may in the future receive, compensation.

Disclaimer in respect of Jurisdiction

Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Kolkata, West
Bengal only.

The Offer was made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies
registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered
with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to
RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold and
invest in shares, multilateral and bilateral development financial institutions, state industrial development
corporations, insurance companies registered with IRDAI, provident funds (subject to applicable law) and pension
funds, National Investment Fund, insurance funds set up and managed by the army and navy and insurance funds
set up and managed by the Department of Posts, India) and permitted Non-Residents including FPIs and Eligible
NRIs, AIFs, FVCIs (under Schedule I of the FEMA NDI Rules) and other eligible foreign investors, if any,
provided that they are eligible under all applicable laws and regulations to purchase the Equity Shares.

This Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares in the Offer in any
jurisdiction, including India. Invitations to subscribe to or purchase the Equity Shares in the Offer will be made
only pursuant to this Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer,
which comprises this Prospectus and the preliminary international wrap for the Offer, if the recipient is outside
India. No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the
preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number
of Equity Shares that can be held by them under applicable law.

Eligibility and Transfer Restrictions

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any other applicable law of the United States and, unless so registered, may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the
Equity Shares are being offered and sold (i) within the United States only to persons reasonably believed
to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred
to in this Prospectus as “U.S. QIBs”; for the avoidance of doubt, the term “U.S. QIBs” does not refer to a
category of institutional investors defined under applicable Indian regulations and referred to in this
Prospectus as “QIBs”) pursuant to Section 4(a) of the U.S. Securities Act, and (ii) outside the United States
in offshore transactions in compliance with Regulation S under the U.S. Securities Act and the applicable
laws of the jurisdiction where those offers and sales are made.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other

jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

312
Until the expiry of 40 days after the commencement of this Offer, an offer or sale of Equity Shares within the
United States by a dealer (whether or not it is participating in this Offer) may violate the registration requirements
of the U.S. Securities Act if such an offer for sale is made otherwise than in compliance with the available
exemptions from registration under the U.S. Securities Act.

Equity Shares Offered and Sold within the United States

Each purchaser that is acquiring the Equity Shares offered pursuant to this Offer within the United States, by its
acceptance of this Prospectus and of the Equity Shares, will be deemed to have acknowledged, represented to and
agreed with our Company and the BRLMs that it has received a copy of this Prospectus and such other information
as it deems necessary to make an informed investment decision and that:

1.

the purchaser is authorized to consummate the purchase of the Equity Shares offered pursuant to this Offer
in compliance with all applicable laws and regulations;

the purchaser acknowledges that the Equity Shares offered pursuant to this Offer have not been and will
not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of
the United States and accordingly may not be offered or sold within the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act;

the purchaser (i) is a U.S. QIB, (ii) is aware that the sale to it is being made in a transaction exempt from
or not subject to the registration requirements of the U.S. Securities Act, and (iii) is acquiring such Equity
Shares for its own account or for the account of a U.S. QIB with respect to which it exercises sole
investment discretion;

the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;

if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or
any economic interest therein, such Equity Shares or any economic interest therein may be offered, sold,
pledged or otherwise transferred only (A) (i) to a person whom the beneficial owner and/or any person
acting on its behalf reasonably believes is a U.S. QIB in a transaction meeting the requirements of Rule
144A under the U.S. Securities Act, (ii) in an offshore transaction complying with Rule 903 or Rule 904 of
Regulation S under the U.S. Securities Act, (iii) pursuant to an exemption from registration under the U.S.
Securities Act provided by Rule 144 thereunder (if available), or (iv) pursuant to another available
exemption from the registration requirements under the U.S. Securities Act, and (B) in accordance with all
applicable laws, including the securities laws of the states of the United States. The purchaser understands
that the transfer restrictions will remain in effect until our Company determines, in its sole discretion, to
remove them;

the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities
Act and no representation is made as to the availability of the exemption provided by Rule 144 for resales
of any such Equity Shares;

the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt
facility established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt
facility, so long as such Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3)
under the U.S. Securities Act;

the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of
the purchaser or any of its affiliates, will make any “directed selling efforts” as defined in Regulation S
under the U.S. Securities Act in the United States with respect to the Equity Shares;

the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our
Company determines otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:

THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE

313
10.

11.

SELLER OR ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
U.S. SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A UNDER THE U.S. SECURITIES ACT, (2) IN AN OFFSHORE TRANSACTION
COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

the purchaser agrees that neither the purchaser, nor any of its affiliates (as defined in Rule 405 of the U.S.
Securities Act), nor any person acting on behalf of the purchaser or any of its affiliates (as defined in Rule
405 of the U.S. Securities Act), will make any “directed selling efforts” as defined in Regulation S under
the U.S. Securities Act in the United States with respect to the Equity Shares or any "general solicitation"
or "general advertising" (as defined in Regulation D under the U.S. Securities Act) in the United States in
connection with any offer or sale of the Equity Shares; and

the purchaser acknowledges that our Company, the BRLMs, their respective affiliates and others will rely
upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and
agrees that, if any of such acknowledgements, representations and agreements deemed to have been made
by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly notify our Company,
and if it is acquiring any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents
that it has sole investment discretion with respect to each such account and that it has full power to make
the foregoing acknowledgements, representations and agreements on behalf of such account.

All Other Equity Shares Offered and Sold in this Offer

Each purchaser that is acquiring the Equity Shares offered pursuant to this Offer outside the United States, by its
acceptance of this Prospectus and of the Equity Shares offered pursuant to this Offer, will be deemed to have
acknowledged, represented to and agreed with our Company and the BRLMs that it has received a copy of this
Prospectus and such other information as it deems necessary to make an informed investment decision and that:

1.

the purchaser is authorized to consummate the purchase of the Equity Shares offered pursuant to this Offer
in compliance with all applicable laws and regulations;

the purchaser acknowledges that the Equity Shares offered pursuant to this Offer have not been and will
not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of
the United States and accordingly may not be offered or sold within the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act;

the purchaser is purchasing the Equity Shares offered pursuant to this Offer in an offshore transaction
meeting the requirements of Rule 903 of Regulation S under the U.S. Securities Act;

the purchaser is not purchasing the Equity Shares as a result of any "directed selling efforts" (as such term
is defined in Rule 902 of Regulation S under the U.S. Securities Act);

the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity
Shares offered pursuant to this Offer, was located outside the United States at the time (i) the offer for such
Equity Shares was made to it and (ii) when the buy order for such Equity Shares was originated and
continues to be located outside the United States and has not purchased such Equity Shares for the account
or benefit of any person in the United States or entered into any arrangement for the transfer of such Equity
Shares or any economic interest therein to any person in the United States;

the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;

if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or
any economic interest therein, such Equity Shares or any economic interest therein may be offered, sold,
pledged or otherwise transferred only (A) pursuant to an exemption from or in a transaction not subject to,
the registration requirements of the U.S. Securities Act and (B) in accordance with all applicable laws,
including the securities laws of the States of the United States;

314
8. the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of
the purchaser or any of its affiliates, will make any “directed selling efforts” as defined in Regulation S
under the U.S. Securities Act in the United States with respect to the Equity Shares;

9. the purchaser acknowledges that our Company, the BRLMs, their respective affiliates and others will rely
upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and
agrees that, if any of such acknowledgements, representations and agreements deemed to have been made
by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly notify our Company,
and if it is acquiring any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents
that it has sole investment discretion with respect to each such account and that it has full power to make
the foregoing acknowledgements, representations and agreements on behalf of such account.

Disclaimer Clause of BSE

As required, a copy of the Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as
intimated by BSE to our Company is as set forth below:

BSE Limited (“the Exchange”) has given vide its letter dated September 20, 2021 permission to this
Company to use the Exchange’s name in this offer document as one of the stock exchanges on which this
company’s securities are proposed to be listed. The Exchange has scrutinized this offer document for its
limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company.
The Exchange does not in any manner: -

a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer document;
or

b) warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or

c) take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company;

and it should not for any reason be deemed or construed that this offer document has been cleared or
approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of
this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have
any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person
consequent to or in connection with such subscription/acquisition whether by reason of anything stated or
omitted to be stated herein or for any other reason whatsoever.

Disclaimer Clause of NSE

As required, a copy of the Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as
intimated by NSE to our Company is as set forth below:

As required, a copy of this Offer Document has been submitted to National Stock Exchange of India
Limited (hereinafter referred to as NSE). NSE has given vide its letter Ref.:NSE/LIST/1231 dated
September 27, 2021 permission to the Issuer to use the Exchange’s name in this Offer Document as one of
the Stock Exchanges on which this Issuer’s securities are proposed to be listed. The Exchange has
scrutinized this draft offer document for its limited internal purpose of deciding on the matter of granting
the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given
by NSE should not in any way be deemed or construed that the offer document has been cleared or
approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness
of any of the contents of this offer document; nor does it warrant that this Issuer’s securities will be listed
or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other
soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant
to independent inquiry, investigation and analysis and shall not have any claim against the Exchange
whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with
such subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any
other reason whatsoever.

315
Listing

The Equity Shares issued through the Red Herring Prospectus and this Prospectus are proposed to be listed on
BSE and NSE. Applications have been made to the Stock Exchanges for obtaining permission for listing and
trading of the Equity Shares. National Stock Exchange of India Limited is the Designated Stock Exchange with
which the Basis of Allotment will be finalised.

Consents

Consents in writing of each of the Selling Shareholders, our Directors, our Company Secretary and Compliance
Officer, legal counsels appointed for the Offer, the BRLMs, the Registrar to the Offer, lenders to our Company
(wherever applicable), independent chartered accountant and CRISIL have been obtained; and consents in writing
of the Syndicate Members, Sponsor Banks, Escrow Collection Bank(s) and Refund Bank(s) to act in their
respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as
required under the Companies Act and such consents shall not be withdrawn up to the time of delivery of this
Prospectus with the RoC.

Experts
Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated February 9, 2022, from S.R. Batliboi & Co LLP, Chartered
Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI
ICDR Regulations, in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act,
2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report
dated November 8, 2021 on our Restated Consolidated Financial Statements; and (ii) their report dated September
6, 2021 on the statement of special tax benefits in this Prospectus and such consent has not been withdrawn as on
the date of this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined
under the Securities Act.

Particulars regarding public or rights issues by our Company during the last five years and performance
vis-a-vis objects

Our Company has not made any public or rights issues (as defined under the SEBI ICDR Regulations) during the
five years preceding the date of this Prospectus.

Performance vis-a-vis objects — Last issue of subsidiaries or listed promoters

Our Company does not have any listed subsidiaries or promoters.

Underwriting Commission, Brokerage and Selling Commission paid on previous issues of the Equity Shares
Since this is the initial public offering of Equity Shares, no sum has been paid or is payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the
five years preceding the date of this Prospectus.

Capital issue during the previous three years by our Company

Other than as disclosed in “Capital Structure-Notes to the Capital Structure” on page 78, our Company has not
undertaken a capital issue in the last three years preceding the date of this Prospectus.

Capital issue during the previous three years by our listed group companies, subsidiaries or associates of
our Company

Our Company does not have any associates. Further, none of our Group Companies or Subsidiary are listed on
any Stock Exchange.

316
Price information of past issues handled by the BRLMs (during the current Fiscal and two Fiscals
preceding the current Fiscal)

1. Price information of past issues (during current financial year and two financial years preceding the
current financial year) handled by Axis Capital Limited

 

   

 

 

 

 

 

 

 

 

 

 

‘ Gd ane +/- % change in
ng Price, | closing price, [+/- |+/- % change in closing,
[+/- % change in| : ie 5
5 - % change in | price, [+/- % change
Sr. Issuesize | Issue | closing : ,
No. | Hsuemame | (tions) | pricec) [Listing date cme closing closing benchmark]-
: Catt benchmark]- 90th | 180th calendar days
calendar days from listing
calendar days | “from listing
from listing
ICMS Info ,
1 |systems 11,000.00 | 216.00 | 31-Dec-21 | 71850 aoa 3 5
Limited) eee
Supriya 5
2. |Lifescience 7,000.00 | 274.00 | 28-Dec-21 | 42500 | — *78.61%, i a
[-0.07%]
Limited
Medplus Health vam
3. [Services 13,982.95 | 796.00 | 23-Dec-21 | 1,015.00 Pe Goset - -
143.0%]
Limited*?)
Metro Brands 436.00 +21.77%,
4 |Cimiteas 13,675.05 | 500.00 | 22-Dec-21 auee - .
CE. Info Systems| : 470.2%,
5 Limited® 10,396.06 | 1,033.00 | 21-Dec-21 | 1,581.00 [+6.71%] - €:
Shriram %
6 |Properties 6,000.00 | 118.00 | 20-Dec-21] 90.00 es ae - .
Limiteds® a
Tega Industries : Dee 30.70%,
7 Limited 6,192.27 453.00 | 13-Dec-21 760.00 [43.96%] - -
Star Health and
Allied Insurance -14,78%,
8 | Company 60,186.84 | 900.00 | 10-Dec-21 | 845.00 [+1.72] a a
Limiteds@)
Latent View =
9 |Analytics 6,000.00 | 197.00 | 23-Nov-21] 530.00 eee 4 a
Limited®©) Peers
Ones? -38.52%
10 |Communications | 183,000.00 | 2,150.00 | 18-Nov-21 | 1,955.00 ate - -
D [-4.40%]
Limited"

 

 

 

 

 

 

 

 

 

 

 

Source: www.nseindia.com and www.bseindia.com

(BSE as Designated Stock Exchange

NSE as Designated Stock Exchange

* Offer Price was *718.00 per equity share to Eligible Employees

5 Offer Price was’ 107.00 per equity share to Eligible Employees
Offer Price was’ 820.00 per equity share to Eligible Employees
Offer Price was’ 178.00 per equity share to Eligible Employees

Notes:

«a. Issue Size derived from Prospectus/final post issue reports, as available.

b, The CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the
time of the issue, as applicable

c. Price on NSE or BSE is considered for all of the above calculations as per the Designated Stock Exchange disclosed by the respective Issuer at the time of
the issue, as applicable.

d. In case 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.

e. Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same
is not available,

2. Summary statement of price information of past issues (during current financial year and two financial
years preceding the current financial year) handled by Axis Capital Limited

 

 

 

 

 

 

(Nos. of IPOs trading at |Nos. of IPOs trading at = ;
discount on as on 30th [premium on as on 30th |N°S Of POs trading at] Nos. of IPOs trading at
discount as on 180th | premium as on 180th
Total funds | calendar days from | calendar days from :
Total ; - . calendar days from | calendar days from listing
ancial raised listing date listing date :
no. of} "2s listing date date
Year |pos | _ Cin
Millions) | 5,,,,.] Between | Less | 5, [Between ] Less | 5, [Between [Less | 5, [Between] Less
50% | 25%- |than | 20.0 | 25%- |than|2O9"| 25%- |than| oo." | 25%- | than
® | 50% | 25% 50% | 25% 50% | 25% 50% 25%
2021- 24 6 2 6 6 5 5 ‘e i a 4 1 2
S002" 578,022.82
2020-2021} 11 93,028.90 it 3 6 2 1 z im 1 1 4 3 2
2019-2020| 5 161,776.03 * 1 = = - 2 1 1 - - - 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.
Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

317
3. Price information of past issues (during current financial year and two financial years preceding the
current financial year) handled by Edelweiss Financial Services Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.) MedPlus
Health o | December Not ;
Selioss 13,982.95 | 796.00? | 3Sqp1 | -HO1S.00 | 53.22% [3.00% a sicabte Not Applicable
Limited
Tarsons

November Not ;
s :

2] Promas 10,234.74 | 662.008 | TS nor 700.00 | -4.16% [0.03% | apcticabte Not Applicable
imited
5.18. November -24,99% Not

&) Enterprises | 8.00000) 542.00 | “TE tot 542.00 [433%] Applicable Not Applicable
imited
Vijaya
Diagnostic September 8.08% ,

| eee 18,942.56 531.00" | “RIT 540,00 | 5.419% [4.50%] 197606) Not Applicable
Limited
‘Aptus Value
Housing
‘ ‘August 24, -0.82% ;

8.] hance 2780052 | 353.00 | MST 333.00 | -2.829 [5.55%] | Fe 605) Not Applicable
Limited
Devyani

6. International | 18,380.00 sooo | August 16, 140.90 | 32.83% [4.93%] | 78:39% Not Applicable
Clea 1 19.30%]

Powergrid
Infrastructur

7./ elnvestment | 77,349.91 100.00 May 4 104.00 | 14.00% [7.64%] | 22-04% 21.83% [22.94%]
Trust [10.93%]

Macrotech 5

8. Developers | 25,000.00 486,00 | ABT IS: 439.00 | 30.19% [-4.68%] | (70.6200 146.92% [27.86%]
Limfiea [10.85%]

Stove Kraft February 5, 28.96%

Bl Teed 412625 | 385.00 | P09? 467.00 | 30.70% [-0.64%) oor, 114.38% [6.09%]
Indigo February 2, 55.52%

10, Paints 11,691.24 1,490.00 | FON | 2,607.50 | 75.36% [3.31%] ‘ 74.76% [5.60%]
Limited’ [-2.04%]

 

 

Source: www.nseindia.com and www.bseindia.com

‘Indigo Paints Limited - A discount of ® 148 per equity share was offered to eligible employees bidding in the employee reservation portion, All calculations are
based on the offer price of 71490 per equity share

*Vijaya Diagnostic Centre Limited - A discount of & 52 per equity share was offered to eligible employees bidding in the employee reservation portion, All
calculations are based on the offer price of 8531 per equity share

$Tarsons Products Limited - A discount of @ 61 per equity share was offered to eligible employees bidding in the employee reservation portion. All calculations
are based on the offer price of 2662 per equity share.

©MedPlus Health Services Limited - A discount of & 78 per equity share was offered to eligible employees bidding in the employee reservation portion. All
calculations are based on the offer price of 2796 per equity share.

#As per Prospectus

Notes

1. Based on date of listing.

2. % of change in closing price on 30" / 90" / 180" calendar day from listing day is calculated vs issue price. % change in closing benchmark index is
calculated based on closing index on listing day vs closing index on 30"/ 90" / 180" calendar day from listing day.

3. Wherever 30"/ 90" / 180" calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.

4. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information and
benchmark index.

5. Not Applicable. — Period not completed

6. Disclosure in Table-1 restricted to 10 issues.

 

 

318
4, Summary statement of price information of past issues (during current financial year and two financial
years preceding the current financial year) handled by Edelweiss Financial Services Limited

2021-
22*
2020-
24
2019-
20

No. of IPOs trading at

No. of IPOs trading at
discount - 30"
Tot pamratate fom premium - 30 calendar
= Total aa days from listing
fo, amount of “8
- funds
P raised over een Ever rea Leas
"
os  &Mny" 50% © 25- — 50%  — 25- aa
50% 50%

8 1,99,690.68 3 2 3 1 2 2

7 45,530.35 ‘ * 1 3 1 2

3 23,208.49 m rm * * 1 2

The information is as on the date of the document
1. Based on date of listing.

2. Wherever 30" and 180" calendar day from listing day is a holiday, the closing data of the previous trading day has been considered,

‘No. of IPOs trading at | No. of IPOs trading at
discount - 180" premium - 180"
calendar days from calendar days from
listing listing
Les
Betws Betw og
Over een tha Over een
50% 25 nn 50% «= 25- Say?
50% © 25 50%
%
- - - 1 : 1
- - 1 5 1 -

3. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information and

benchmark index.
“For the financial year 2021-22- 8 issues have been completed of which 2 issue has completed 180 calendar days, 7 issues have completed 30 days.
"As per Prospectus.

5. Price information of past issues (during current financial year and two financial years preceding the
current financial year) handled by ICICI Securities Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

+ % change | +/- % change
; in closing in closing
+/- % change in e A z
Opening | closing price, [+/-% | Price, [+ % | price, [+/- %
. Issue , , ae ses change change in
St. | tecueName | Issue Size Price | Listing | Price on change in closing aii closing
ee Cia) (Rs) on ae etna foe benchmark]- | benchmark]-
ae 90" calendar | 180" calendar
e days from days from
listing listing
Sapphire 82
1 | Foods India | 20,732.53 | 1,180.00 1,350.00 +3.69%[-4.39%] Na* NA*
NOV-21
Limited
Latent View 92
2 | Analytics 6,000.00 | 197.00 530.00 +153.58% [-2.96%] Na* NA*
NOV-21
Limited’
Tarsons ne
3 Products 10,234.74 662.00” 700.00 ~4.16%,[+0.03%] NA* NA*
NOV-21
Limited’
Go Fashion a0:
4 | (india) 10,136.09 | 690.00 1,310.00 | — +59.75%,[+1.36%] Na* Na*
NOV-21
Limited
Star Health
and Allied “ig
5 Insurance 60,186.84 900.00” > 845.00 -14.78%,[+ 1.72%] NA* NA*
4 DEC-21
Company
Limited
Shriram 30
6 Properties 6,000.00 118.00 | nEc21 90.00 -12.42%,[+9.02%] NA* NA*
Limited’
Metro 2:
7 | Brands 13,675.05 | 500.00 co 436.00 +21.77% [+4.45%] Na* Na*
DEC-21
Limited’
Supriya 2B.
8 | Lifescience | 7,000.00 274.00 a 425.00 Na* Na* NA*
DEC-21
Limited’
AGS
g | dames 6,800.00 175.00 | S!3AN- | 176.00 NA* NA* NA*
Technologie 22
s Limited
‘Adani
10 | Wilmar 36,000.00 | 230.00% | SEB | 297.00 NA* NA* NA*
Limited
*Data not available. BSE as designated stock exchange. “NSE as designated stock exchange.
(1) Discount of Rs. 19 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 197.00 per equity share.
(2) Discount of Rs. 61 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 662.00 per equity share.
(3) Discount of Rs. 80 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 900.00 per equity share.
(4) Discount of Rs. 11 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 118.00 per equity share.
(5) Discount of Rs. 21 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 230.00 per equity share.

319
6. Summary statement of price information of past issues (during current financial year and two financial

years preceding the current financial year) handled by ICICI Securities Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Moved ENO: cE TpOs reading GENS cE TpOs cradits No. of IPOs trading at No. of IPOs trading at
1 at discount - 30 at premium - 30 ; . ; as
discount - 180" calendar premium - 180" calendar
amo | calendar days from | calendar days from Taal Poca Ape
Tota | unt listing listing ys 8 y is
Fina | Ino. | of
ncial | of | fund te ne te
Year | IPO | s | Ove | Betwe Ove er Betwee | Less
: tha wee | tha | Over | een | Less than | Over
ge |fraice oe endo: Oe | ea | see, || oe pan so% | 225- | than
d | 50% | 50% | 3 | 50% | Soo, | 25 sn 50% | 25%
(Rs. a ‘
Mn.)
7,12,
oo 25 028. - 2 6 6 3 6 - - - 3 1 1
24
3 1,74,
a 14 | sa. | - - 5 2 2 - 1 3 5 3 2
09
49,8
2oi- | 4 | sos | - - 2] - 1 1 1 : - 2 - 1
20 6

 

 

 

 

* This data covers issues up to YTD

Notes:

1. Data is sourced either from www.nseindia.com or www.bseindia.com, as per the designated stock exchange disclosed by the respective Issuer Company.

2. Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated
stock exchange, as disclosed by the respective Issuer Company.

3. 30", 90", 180" calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30", 90", 180" calendar
day is a holiday, in which case we have considered the closing data of the previous trading day.

7. Price information of past issues (during current financial year and two financial years preceding the
current financial year) handled by IIFL Securities Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Designa + %
ted change in
Stock +/- % change in Ree closing
Exchan Openin | closing price®, +/- | dang price’, [1/- | Price’, [+/-
5 i Issue eas | vise g Price % change in Ne chines ia Goal % change
a gee Size (in disclose | ‘Stig | © on closing # change in closing | in closins
No. | Name - Date en 2 benchmark]- 90th 2
Rs.Mn) | e | dinthe Listing | benchmark]-30th | Ort asr dave from | benchmark
(Rs) | Red Date calendar days eae }- 180th
Herring from listing s calendar
Prospec days from
tus filed listing
1 Chemplast | 38,500.00 541 NSE August 550.00 +2.06%,[+5.55%] +12.94%,[+6.86%] NA.
Sanmar 00 24,
Limited 2021
2 Sansera_ 12,825.20 744, BSE Septem 811.35 +0.30%,[+1.29%] +1.57%,[-5.19%] NA.
Engineeri 00%) ber 24,
ng 2021
Limited
3 Aditya 27,682.56 712, NSE October 715.00 -11.36%,[+0.55%] -23.85%,[-0.74%] NAL
Birla Sun 00 i,
Life AMC 2021
Ltd
4 PB 57,097.15 980. NSE Novem 1,150.0 +14.86%,[-4.33%] N.A, NA.
Fintech 00 ber 15, 0
Ltd. 2021
5 SIS 8,000.00 542. NSE Novem: 542.00 -24,99%,[-4.33%] N.A, NA.
Enterprise 00 ber 15,
s Ltd. 2021
6 Sapphire 20,732.53 1,18 NSE Novem 1,350.0 +3.69%,[-4.39%] N.A, NA.
Foods 0.00 ber 18, 0
India 2021
Limited
7 Star 60,186.84 900. NSE Decem 845.00 -14.78%,[+1.72%] NA, NA.
Health 002) ber 10,
and Allied 2021
Insurance
Company
Limited
8 Anand 6,593.75 550. BSE Decem 602.05 +12.38%,[+5.22%] N.A, NA.
Rathi 00” ber 14,
Wealth 2021

 

 

 

320
 

 

 

 

Designa +-%
ted change in
Stock +/- % change in : closing
Issu_ || Exchian Openin | closing price®,[+/- | goers Hage IN, | price®, [+/-
g . Issue e seas | vise g Price % change in Meche da, '% change
ne oe Size(in | Pric | disclose | Tésting on closit change in closing | in closin;
No. | Name - Date hoe a benchmark]- 90th ie
Rs.Mn) | e | dinthe Listing | benchmarkj- 30ch | Doncnmark oan | benchmark
(Rs) | Red Date | calendar days eee 1- 180th
Herring from listing 8 calendar
Prospec days from
tus filed listing
9 Rategain 13,357.35 425. NSE Decem 360.00 +11.99%,[+7.48%] N.A. NA.
Travel 00 ber 17,
Technolog 2021
ies
Limited
10 Data 5,882.24 585. NSE Decem 856.05 +29.70%,[+3.61%] N.A, NA.
Patterns 00 ber 24,
(India) 2021
Limited

 

 

 

 

 

 

 

 

 

 

 

 

‘Source: www.nseindia.com; www.bseindia.com, as applicable
(1) A discount of INR 36 per equity share was offered to eligible employees bidding in the employee reservation portion
(2) A discount of INR 80 Per Equity Share was offered to eligible employees bidding in the employee reservation portion
(3) A discount of INR 25 Per Equity Share was offered to eligible employees bidding in the employee reservation portion
(4) A discount of INR 40 Per Equity Share was offered to eligible employees bidding in the employee reservation portion

Note: Benchmark Index taken as NIFTY 50 or S&P BSE SENSEX, as applicable. Price of the designated stock exchange as disclosed by the respective issuer at
the time of the issue has been considered for all of the above calculations. The 30", 9" and 180" calendar day from listed day have been taken as listing day plus
29, 89 and 179 calendar days, except wherever 30" /90" / 180" calendar day from listing day is a holiday, the closing data of the previous trading day has been
considered. % change taken against the Issue Price in case of the Issuer. NA means Not Applicable. The above past price information is only restricted to past
10 initial public offers.

8. Summary statement of price information of past issues (during current financial year and two financial
years preceding the current financial year) handled by IIFL Securities Limited

 

 

 

 

 

 

T No. of IPOs trading at | N®- of IPOs trading at | No. of IPOs trading at |, of ypos trading at
fa, TECe premium — 30 | discount — — 180' Oe
ot discount - 30" calendar premium — 180 calendar
ue calendar days from | calendar days from ae
| al days from listing als ae days from listing
Fina | 2 listing listing
ncia_| L
1 . ° Less Betw | & Less
Yea ve | Betwe | Less Betwe | tha s Betwee | tha
I Over Over een Over
aly r fen 25-| than | OMT | en 25-| mn | Over sem OMe | 25]
G 50 | 50% | 25% 50% | 25 toy | 20 50% | 25,
2g % % as %
%
2019) 5 65,827.61 me * 2 * 1 2 1 1 1 - - 2
20
2020-| 8 47,017.65 om # 4 2 1 1 # = - 3 3 i
21
2021-| 1 3,27,058.0 - - 5 - 4 7 - - - 2 - -
22 6 i)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Source: www.nseindia.com; www.bseindia.com, as applicable

Note: Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the
time of the issue has been considered on the respective date. In case any of the days falls on a non-trading day, the closing price on the previous trading day has
been considered.

NA means Not Applicable.

9. Price information of past issues (during the current Financial Year and two Financial Years preceding
the current Financial Year) handled by Kotak Mahindra Capital Company Limited

 

 

1%
+/-% change | changein |.) 64 oy,
in closing closing | ageing price
Opening | price, [+/-% | price, [+/- i eee ene
. Issue price on change in % change pe ane
Issue size : re a aS in closing
S.No. | Issue name oe price Listing date listing closing in closing
million) benchmark|-
@ date benchmark|- | benchmark | 139 crlenaur
(in) 30" calendar }- 90" A ee
days from calendar Aaa
listing days from sting
listing
1 Adani Wilmar | 36.990,00 | 230! | February 82022 | 227.00 - - -
Limited

 

 

 

 

 

 

 

 

 

 

 

321
 

 

 

 

 

 

 

    

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4%
H-%change | changein | 4) 6, change
in closing closing |) ocine price
Opening | price, [+/-% | price [= | "Ty, ae .
7 Issue price on change in % change eae
Issue size ; es a S Havoes in closing
Issue name z price Listing date listing closing in closing
million) benchmark|-
@ date benchmark|- | benchmark =
o = 180" calendar
(in| 30" calendar 1-90! ata
days from calendar atta
listing days from 8
listing
CE Info sabe? +70.21%,
2. Systems 10,396.06 | 1,033 December 21, 1,581.00 [6.71%] + ts
2021
Limited
Rategain
Travel ‘ > | December 17, +11.99%,
3 Technologies | 1395743: | 425 2021 360.00 [47.48%] ®
Limited
Star Health
And Allied
December 10, ae -14.78%,
4 Insurance 64,004.39 | 900 S0a1 845.00 pe72%) x 2
Company
Limited
PB Fintech November 15, 5
5. Cinited 57,097.15 | 980 Son 1,150.00 x 2
FSN E
commerce 554 | November 10, |, +92.31%, +68.46%, -
6 Ventures S3AST2A. | 1,125 2021 2,018.00 [2.78%] [-4.46%]
Limited
Aditya Birla 7 soaipeawr
2 Sun Life AMC | 27,68: 712 October 11, 2021 715.00 11.36%, 223,85 ie -
[+0.55%] [0.74%]
Limited
Vijaya
Diagnostic . 4,5 | September 14, , +5.41%, +8.08%
g Centre 18,94 531 2021 540.00 [+4.50%] [40.76%
Limited
Aptus Value
Housing a 54 ns: 4 0.82%,
9. Finance India | 2780052] 353 | August 24,2021 | 333.00 [46.86%] s
Limited
Cartrade Tech “10.31%, “32.68%,
gust 20, 202 4 > -
10) | Fastied 29,985.13 | 1,618 | August20,2021 | 1,599.80 #69004) [28.80%]
Source: www.nseindia.com and www.bseindia.com
Notes:
1. In Adani Wilmar Limited, the issue price to eligible employees was & 209 afier a discount of @ 21 per equity share
2. InRategain Travel Technologies Limited, the issue price to eligible employees was % 385 afier a discount of € 40 per equity share
3. In Star Health And Allied Insurance Company Limited, the issue price to eligible employees was @ 820 afier a discount of @ 80 per equity share
4, InFSN E-Commerce Ventures Limited, the issue price to eligible employees was € 1,025 afier a discount of € 100 per equity share
5. In Vijaya Diagnostic Centre Limited, the issue price to eligible employees was @ 479 afier a discount of ® 52 per equity share
6. Inthe event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.
7. The 30th, 90th, 180th calendar days from listed day have been taken as listing day plus 29, 89 and 179 calendar days.
8. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information.
9. Restricted to last 10 equity initial public issues.

0. Summary statement of price information of past issues (during the current Financial Year and two
Financial Years preceding the current Financial Year) handled by Kotak Mahindra Capital Company
Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOE WONG: oflPOe wading ACN | Noone ot woe stg No: OF TOs tracing st No. of IPOs trading at
ie amoun | premium - 30th discount - 180th .
Tota discount - 30th calendar premium - 180th calendar
; tof ah calendar days from calendar days from oh
Fina | Ino. |, days from listing ae Hac days from listing
| oa aan listing listing
raise’
Year | PO | Z| over | Betwee | Less | over | Betwee | Less | Gyep | Betwee | Less | Ger | petween | Less
$ | ition | sore | 225- | than | coor) m25- | than | 2o0° | n25- | than | Soo" | oeisoo, | than
) 50% | 25% ° | 50% | 25% 50% | 25% ° | 25%
2021 392,55 ;
22 18, 6.04 = * 5 5 4 3 * 1 6 ® ”
2020 140,14
21 6 3.97 - - 1 2 I 2 - - - 4 1 1
2019 136,36
20 4 2.82 ~ 1 * 4 1 2 ~ & 1 * 1 2
Notes:
1. The information is as on the date of this Prospectus.

2

The information for each of the financial years is based on issues listed during such financial year.

322

 
Website for track record of the Book Running Lead Managers

For details regarding the track record of the Book Running Lead Managers, as specified in circular (reference
CIR/MIRSD/1/2012) dated January 10, 2012 issued by SEBI, please see the websites of the Book Running Lead
Managers, as set forth in the table below:

Name Website
Axis Capital Limited www.axiscapital.co.in
Edelweiss Financial Services Limited www.edelweissfin.com
ICICI Securities Limited www. icicisecurities.com
IIFL Securities Limited www.iiflcap.com
Kotak Mahindra Capital Company Limited ww.investmentbank.kotak.com

Stock Market Data of Equity Shares

This being an initial public issue of the Equity Shares of our Company, the Equity Shares are not listed on any
stock exchange and accordingly, no stock market data is available for the Equity Shares.

Redressal of Investor Grievances

SEBI, by way of its circular dated March 16, 2021 (“March 2021 Circular”) and as amended by the circular
dated June 2, 2021, has identified the need to put in place measures, in order to manage and handle investor issues
arising out of the UPI Mechanism inter alia in relation to delay in receipt of mandates by Bidders for blocking of
funds due to systemic issues faced by Designated Intermediaries/SCSBs and failure to unblock funds in cases of
partial allotment/non allotment within prescribed timelines and procedures.

In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15, 2018, any ASBA Bidder
whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to
seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares.
SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to
pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. Separately, pursuant to the
March 2021 Circular, the following compensation mechanism shall be applicable for investor grievances in
relation to Bids made through the UPI Mechanism for public issues opening on or after May 1, 2021, for which
the relevant SCSBs shall be liable to compensate the investor:

Scenario Compensation amount Compensation period

Delayed unblock for cancelled / | 2100 per day or 15% per annum of the | From the date on which the request for

withdrawn / deleted applications Bid Amount, whichever is higher cancellation / withdrawal / deletion is
placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock

Blocking of multiple amounts for the | 1. Instantly revoke the blocked funds From the date on which multiple

same Bid made through the UPI other than the original application | amounts were blocked till the date of

Mechanism amount; and actual unblock

2. 2100 per day or 15% per annum
of the total cumulative blocked amount
except the original Bid Amount,
whichever is higher
Blocking more amount than the Bid | 1. Instantly revoke the difference From the date on which the funds to the
Amount amount, i.e., the blocked amount less | excess of the Bid Amount were
the Bid Amount; and blocked till the date of actual unblock

2. 2100 per day or 15% per annum
of the difference amount, whichever is

higher

Delayed unblock for non — Allotted/ | 2100 per day or 15% per annum of the From the Working Day subsequent to

partially Allotted applications Bid Amount, whichever is higher the finalisation of the Basis of
Allotment till the date of actual
unblock

323
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the BRLMs shall be liable to compensate the investor 7100 per
day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period
ranging from the day on which the investor grievance is received till the date of actual unblock.

The agreement between the Registrar to the Offer, our Company and the Selling Shareholders provides for
retention of records with the Registrar to the Offer for a period of at least eight years from the last date of dispatch
of the letters of allotment and demat credit to enable the investors to approach the Registrar to the Offer for
redressal of their grievances.

Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer in
case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, Bidders may
also write to the BRLMs, in the manner provided below.

All grievances in relation to the Bidding process may be addressed to the Registrar to the Offer with a copy to the
relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give
full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder DP ID, Client ID,
UPI ID, PAN, date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity
Shares applied for and the name and address of the Designated Intermediary where the Bid cum Application Form
was submitted by the Bidder.

All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges,
with a copy to the Registrar to the Offer. Further, Bidders shall also enclose a copy of the Acknowledgment Slip
received from the Designated Intermediaries in addition to the information mentioned hereinabove.

Anchor Investors are required to address all grievances in relation to the Offer to the BRLMs.

Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned
Designated Intermediary in addition to the information mentioned hereinabove.

The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications
or grievances of ASBA Bidders. Our Company, the BRLMs and the Registrar to the Offer accept no responsibility
for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations
under applicable SEBI ICDR Regulations. Investors can contact the Company Secretary and Compliance Officer
or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters
of Allotment, non-credit of allotted Equity Shares in the respective beneficiary account, non-receipt of refund
intimations and non-receipt of funds by electronic mode.

Disposal of Investor Grievances by our Company

Our Company has obtained authentication on the SCORES in terms of the SEBI circular bearing number
CIR/OIAE/1/2013 dated April 17, 2013 and shall comply with SEBI circular bearing number CIR/OIAE/1/2014
dated December 18, 2014 in relation to redressal of investor grievances through SCORES.

Our Company has also constituted a Stakeholders Relationship Committee to review and redress the shareholders
and investor grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends,
approve subdivision, consolidation, transfer and issue of duplicate shares. The Selling Shareholders have
authorised the Company Secretary and Compliance Officer of the Company, and the Registrar to the Offer to
redress any complaints received from Bidders in respect of the Offer for Sale.

Our Company has also appointed Navin Pareek, Company Secretary of our Company, as the Compliance Officer
for the Offer. For details, “General Information- Company Secretary and Compliance Officer” on page 70. The
Selling Shareholders have authorised Navin Pareek, the Company Secretary and Compliance Officer of our
Company and the Registrar to the Offer to redress any complaints received from Bidders in respect of their
respective Offered Shares.

Our Company has not received any investor complaint during the three years preceding the date of the Draft Red
Herring Prospectus and up to the date of this Prospectus.

324
Further, no investor complaint in relation to our Company is pending as on the date of filing of the Draft Red
Herring Prospectus, Red Herring Prospectus, or this Prospectus. Further, as on date of this Prospectus, we do not
have any listed Group Company. Our Company estimates that the average time required by our Company or the
Registrar to the Offer or the relevant Designated Intermediary, for the redressal of routine investor grievances
shall be 10 Working Days from the date of receipt of the complaint. In case of non-routine complaints and
complaints where external agencies are involved, our Company will seek to redress these complaints as
expeditiously as possible.

Other confirmations
Any person connected with the Offer shall not offer any incentive, whether direct or indirect, in any manner,

whether in cash or kind or services or otherwise to any person for making an application in the initial public offer,
except for fees or commission for services rendered in relation to the Offer.

325
SECTION VIII - OFFER RELATED INFORMATION
TERMS OF THE OFFER

The Equity Shares offered, transferred and Allotted pursuant to this Offer are subject to the provisions of the
Companies Act, the SCRA, SCRR, SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum
and Articles of Association, the terms of the Red Herring Prospectus, this Prospectus, the Abridged Prospectus,
the Bid cum Application Form, the Revision Form, CAN, the Allotment Advice and other terms and conditions
as may be incorporated in the Allotment Advice and other documents or certificates that may be executed in
respect of this Offer. The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications
and regulations relating to the offer of capital and listing and trading of securities offered from time to time by
SEBI, the Gol, the Stock Exchanges, the RoC, the RBI, and/or other authorities, as in force on the date of this
Offer and to the extent applicable or such other conditions as may be prescribed by such governmental, regulatory
or statutory authority while granting its approval for the Offer.

The Offer
The Offer comprised of an Offer for Sale by the Selling Shareholders.

The listing fees shall be borne by our Company. Other Offer-related expenses shall be shared be borne by each
Selling Shareholder in proportion to the Equity Shares to be offered by each Selling Shareholder.

Ranking of the Equity Shares

The Equity Shares Allotted in the Offer shall be subject to the provisions of the Companies Act, our Memorandum
and Articles of Association and shall rank pari passu in all respects with the existing Equity Shares including
rights in respect of dividend and other corporate benefits if any, declared by our Company after the date of
Allotment. For further details, see “Main Provisions of the Articles of Association” on page 355.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to shareholders of our Company as per the provisions of the
Companies Act, 2013, our Memorandum and Articles, the SEBI Listing Regulations and other applicable law. All
dividends, if any, declared by our Company after the date of Allotment, will be payable to the Bidders who have
been Allotted Equity Shares in the Offer, in accordance with applicable law. For further details in relation to
dividends, see “Dividend Policy” and “Main Provisions of the Articles of Association” on pages 189 and 355,
respectively.

Face Value and Offer Price

The face value of the Equity Shares is 71. The Floor Price of Equity Shares is ¥824 per Equity Share and the Cap
Price is 866 per Equity Share. The Anchor Investor Offer Price is 866 per Equity Share. The Price Band and
minimum Bid Lot for the Offer were decided by our Company and the Selling Shareholders, in consultation with
the BRLMs, and advertised in all editions of the English national daily newspaper Financial Express, all editions of
the Hindi national daily newspaper Jansatta, and Kolkata edition of the Bengali daily newspaper Dainik Statesman
(Bengali being the regional language of West Bengal, where our Registered and Corporate Office is located), each
with wide circulation, respectively, at least two Working Days prior to the Bid/ Offer Opening Date and made
available to the Stock Exchanges for the purpose of uploading on their websites. The Price Band, along with the
relevant financial ratios calculated at the Floor Price and at the Cap Price, were pre-filled in the Bid cum
Application Forms available at the websites of the Stock Exchanges. The Offer Price has been determined by our
Company and the Selling Shareholders in consultation with the BRLMs, after the Bid/Offer Closing Date, on the
basis of assessment of market demand for the Equity Shares offered by way of Book Building Process.

At any given point of time there shall be only one denomination for the Equity Shares.

326
Compliance with disclosure and accounting norms

Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time
to time.

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles, our Shareholders
shall have the following rights:

e The right to receive dividend, if declared;

e The right to attend general meetings and exercise voting powers, unless prohibited by law;
¢ — The right to vote on a poll either in person or by proxy or ‘e-voting’;

e — The right to receive offers for rights shares and be allotted bonus shares, if announced;

e The right to receive any surplus on liquidation subject to any statutory and other preferential claims being
satisfied;

e The right to freely transfer their Equity Shares, subject to foreign exchange regulations and other applicable
laws; and

e Such other rights, as may be available to a shareholder of a listed public company under applicable law,
including the Companies Act, 2013, the terms of the SEBI Listing Regulations, and our Memorandum and
Articles.

For a detailed description of the main provisions of our Articles relating to voting rights, dividend, forfeiture and

lien, transfer and transmission, and/ or consolidation/ splitting, see “Main Provisions of the Articles of

Association” on page 355.

Allotment of Equity Shares in dematerialised form

Pursuant to Section 29 of the Companies Act, 2013, the Equity Shares shall be Allotted only in dematerialised

form. Hence, the Equity Shares offered through the Red Herring Prospectus could be applied for in the

dematerialised form only. In this context, our Company has entered into the following agreements:

e Tripartite agreement dated October 4, 2016, amongst our Company, NSDL and Registrar to the Offer.

¢ Tripartite agreement dated September 3, 2021, amongst our Company, CDSL and Registrar to the Offer.
Market Lot and Trading Lot

Further, the trading of our Equity Shares on the Stock Exchanges shall only be in dematerialised form, consequent
to which, the tradable lot is one Equity Share. Allotment of Equity Shares will be only in electronic form in
multiples of one Equity Share, subject to a minimum Allotment of 17 Equity Shares.

Joint Holders

Subject to provisions contained in our Articles, where two or more persons are registered as the holders of any
Equity Share, they shall be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.

Jurisdiction
The courts of Kolkata, West Bengal, India will have exclusive jurisdiction in relation to this Offer.
Period of operation of subscription list

See “Offer Structure — Bid/Offer Programme” on page 332.

327
Nomination facility to investors

In accordance with Section 72 of the Companies Act, 2013 read with the Companies (Share Capital and
Debentures) Rules, 2014, as amended, the sole or First Bidder, along with other joint Bidders, may nominate any
one person in whom, in the event of the death of the sole Bidder or in case of joint Bidders, the death of all the
Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons,
unless the nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the
Equity Shares by reason of death of the original holder(s), shall be entitled to the same advantages to which such
person would be entitled if such person were the registered holder of the Equity Share(s). Where the nominee is a
minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled
to the Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded
upon a sale, transfer of Equity Share(s) by the person nominating. A nomination may be cancelled or varied by
nominating any other person in place of the present nominee by the holder of the Equity Shares who has made the
nomination by giving a notice of such cancellation. A buyer will be entitled to make a fresh nomination in the
manner prescribed. A fresh nomination can be made only on the prescribed form, which is available on request at
our Registered and Corporate Office or with the registrar and transfer agents of our Company.

Any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 as mentioned above,
shall, upon the production of such evidence as may be required by our Board, elect either:

© to register himself or herself as the holder of the Equity Shares; or

¢ to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our
Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity
Shares, until the requirements of the notice have been complied with.

Since the Allotment will be made only in dematerialised form, there shall be no requirement for a separate
nomination with our Company. Nominations registered with the respective Depository Participant of the applicant
will prevail. If investors wish to change their nomination, they are requested to inform their respective Depository
Participant.

 

 

Bid/Offer Programme
BID/ OFFER OPENED ON* Friday, February 4, 2022
BID/ OFFER CLOSED ON Tuesday, February 8, 2022

 

 

 

 

‘Our Company and the Selling Shareholders may, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors
on a discretionary basis, in accordance with the SEBI ICDR Regulations. Anchor Investors Bid on the Anchor Investor Bidding Date.
‘UPI mandate end time and date was at 12 pm IST on Wednesday, February 9, 2022.

An indicative timetable in respect of the Offer is set out below:

 

Event Indicative Date

Finalisation of Basis of Allotment with the Designated Stock Exchange _| On or about Friday, February 11, 2022
Initiation of refunds (if any, for Anchor Investors) / unblocking of funds | On or about Monday, February 14, 2022
from ASBA Account**
Credit of the Equity Shares to depository accounts of Allottees On or about Tuesday, February 15, 2022
‘Commencement of trading of the Equity Shares on the Stock Exchanges | On or about Wednesday, February 16, 2022

 

 

 

 

 

 

 

 

**In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through
the UPI Mechanism) exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be
compensated at a uniform rate of 7100 per day for the entire duration of delay exceeding four Working
Days from the Bid/Offer Closing Date by the intermediary responsible for causing such delay in unblocking.
The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking. For the avoidance of doubt, the provisions of the SEBI circular
dated March 16, 2021, as amended pursuant to SEBI circular dated June 2, 2021 shall be deemed to be
incorporated in the agreements to be entered into by and between the Company and the relevant
intermediaries, to the extent applicable.

328
The above timetable is indicative and does not constitute any obligation on our Company, the Selling
Shareholders or the BRLMs. While our Company and the Selling Shareholders shall ensure that all steps
for the completion of the necessary formalities for the listing and the commencement of trading of the
Equity Shares on the Stock Exchanges are taken within six Working Days of the Bid/Offer Closing Date or
such period as may be prescribed, the timetable may change due to various factors, such as delays in
receiving the final listing and trading approval from the Stock Exchanges. The commencement of trading
of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the
applicable laws. The Selling Shareholders confirm that they shall extend complete co-operation required
by our Company and the BRLMs for the completion of the necessary formalities for listing and
commencement of trading of the Equity Shares at the Stock Exchanges within six Working Days from the
Bid/Offer Closing Date, or within such other period as may be prescribed.

In terms of the UPI Circulars, in relation to the Offer, the Book Running Lead Managers will be required to submit
reports of compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing
procedure within six Working Days from the Bid/Offer Closing Date, identifying nonadherence to timelines and
processes and an analysis of entities responsible for the delay and the reasons associated with it.

Except in relation to the Bids received from the Anchor Investors, Bids and any revision in Bids were accepted
only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”)) during the Bid/Offer Period (except on
the Bid/Offer Closing Date) at the Bidding Centres as mentioned on the Bid cum Application Form except that:

(i) on the QIB Bid/Offer Closing Date, in case of Bids by QIBs under the QIB Portion, the Bids and the revisions
in Bids were accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 4.00
p.m. (IST).

(ii) on the Bid/Offer Closing Date:

(a) in case of Bids by Non-Institutional Investors, the Bids and the revisions in Bids were accepted only
between 10.00 a.m. and 3.00 p.m. (IST) and uploaded until 4.00 p.m. (IST); and

(b) in case of Bids by Retail Individual Investors, the Bids and the revisions in Bids were accepted only
between 10.00 a.m. and 3.00 p.m. (IST) and uploaded until 5.00 p.m. (IST), which could be extended
up to such time as deemed fit by the Stock Exchanges after taking into account the total number of
applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges.

For the avoidance of doubt, it is clarified that Bids not uploaded on the electronic bidding system or in respect of
which full Bid Amount is not blocked by SCSBs will be rejected.

Due to limitation of the time available for uploading the Bids on the Bid/Offer Closing Date, the Bidders were
advised to submit their Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 1.00 p.m.
(Indian Standard Time) on the Bid/ Offer Closing Date. Bidders were cautioned that, in the event a large number
of Bids are received on the Bid/ Offer Closing Date, as is typically experienced in public offerings in India, it may
lead to some Bids not being uploaded due to lack of sufficient time to upload. Such Bids that could not be uploaded
on the electronic bidding system were not considered for allocation under this Offer. Bids and any revision in Bids
were only be accepted on Working Days. Investors may please note that as per letter no. List/smd/sm/2006 dated
July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and
any revision in Bids were not accepted on Saturdays and public holidays as declared by the Stock Exchanges.
Bids by ASBA Bidders were uploaded by the relevant Designated Intermediary in the electronic system to be
provided by the Stock Exchanges.

In case of discrepancy in the data entered in the electronic book vis-a-vis the data contained in the physical Bid

cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges
may be taken as the final data for the purpose of Allotment.

329
Minimum Subscription

As this is an offer for sale by the Selling Shareholders, the requirement of minimum subscription of 90% of the
Offer under the SEBI ICDR Regulations was not applicable to this Offer. However, if our Company does not
receive the minimum subscription in the Offer as specified under the terms of Rule 19(2)(b) of the SCRR, as
applicable, on the date of closure of the Offer or withdrawal of applications; or after technical rejections; or if the
listing or trading permission are not obtained from the Stock Exchanges for the Equity Shares so offered under
the Offer document, our Company and the Selling Shareholders, to the extent applicable, shall forthwith refund
the entire subscription amount received. If there is a delay beyond four days, our Company and the Selling
Shareholders, to the extent applicable, shall pay interest at the rate of 15% per annum or such other amount
prescribed under applicable law, including the SEBI circular bearing no. SEBI/HO/CFD/DIL1/CIR/P/2021/47
dated March 31, 2021. No liability to make any payment of interest shall accrue to the Selling Shareholders unless
any delay in making any of the payments hereunder or any delay in obtaining listing or trading approvals or any
other approvals in relation to the Offer is solely attributable to the relevant Selling Shareholder.

Under subscription, if any, in any category except the QIB portion, would be met with spill-over from the other
categories at the discretion of our Company and the Selling Shareholders, in consultation with the Book Running
Lead Managers, and the Designated Stock Exchange.

Further, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be
Allotted shall not be less than 1,000 in compliance with Regulation 49(1) of SEBI ICDR Regulations failing which
the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay,
if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, the Selling
Shareholders and our Company shall be liable to pay interest on the application money in accordance with
applicable laws.

Arrangements for disposal of odd lots

Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will
be one Equity Share, no arrangements for disposal of odd lots are required.

New Financial Instruments
Our Company is not issuing any new financial instruments through this Offer.
Restriction on transfer and transmission of shares

Except for the lock-in of the pre-Offer Equity Shares, the Promoter’s Contribution and Equity Shares allotted to
Anchor Investors pursuant to the Offer, as detailed in “Capital Structure” on page 78 and except as provided in
our Articles, there are no restrictions on transfers and transmission of Equity Shares or on their consolidation or
splitting. See, “Main Provisions of the Articles of Association” at page 355.

Option to receive Equity Shares in Dematerialized Form

Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have
the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only
in the dematerialized segment of the Stock Exchanges.

Withdrawal of the Offer

Our Company and the Selling Shareholders, in consultation with the BRLMs, reserve the right not to proceed with
the entire or portion of the Offer for any reason at any time after the Bid/Offer Opening Date but before the
Allotment. In such an event, our Company would issue a public notice in the same newspapers, in which the pre-
Offer advertisements were published, within two days of the Bid/Offer Closing Date or such other time as may
be prescribed by SEBI, providing reasons for not proceeding with the Offer. Further, the Stock Exchanges shall
be informed promptly in this regard by our Company and the BRLMs, through the Registrar to the Offer, shall
notify the SCSBs and the Sponsor Banks, in case of RIIs using the UPI Mechanism, to unblock the bank accounts
of the ASBA Bidders and shall notify the Escrow Collection Bank to release the Bid Amounts to the Anchor
Investors, within one Working Day from the date of receipt of such notification. Our Company shall also inform
the same to the Stock Exchanges on which Equity Shares are proposed to be listed.

330
Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final listing and trading approvals of
the Stock Exchanges, which our Company shall apply for after Allotment, and (ii) the final RoC approval of this
Prospectus after it is filed with the RoC. If our Company and the Selling Shareholders, in consultation with the
Book Running Lead Managers, withdraw the Offer after the Bid/Offer Closing Date and thereafter determine that
they will proceed with a public offering of the Equity Shares, our Company shall file a fresh draft red herring
prospectus with SEBI and the Stock Exchanges.
OFFER STRUCTURE

The Offer was made through the Book Building Process. The Offer is of 36,364,838 Equity Shares for cash at a
price of %866 per Equity Share comprising of an Offer of Sale of 36,364,838 Equity Shares aggregating to
231,491.95 million (subject to finalisation of Basis of Allotment) by the Selling Shareholders. The Offer will
constitute 14.98% of the post-Offer paid-up equity share capital of our Company.

 

 

Allotment’
allocation* ©)

Offer less allocation to QIB
Bidders and Retail Individual
Investors

Particulars QBs“ Non-Institutional Investors Retail Individual Investors
Number of Equity/Not more than  18,182,418*| Not less than 5,454,726* Equity Not less than 12,727,694*
Shares available for | Equity Shares Shares available for allocation or Equity Shares available for

allocation or Offer less
allocation to QIB Bidders and
Non-Institutional Investors

 

Percentage of Offer
Size available for
Allotment/ allocation

Not more than 50% of the Offer
size was allocated to QIB
Bidders. However, up to 5% of
the QIB Portion was available
for allocation proportionately to
Mutual Funds only. Mutual
Funds participating in the
Mutual Fund Portion were also
eligible for allocation in the
remaining balance QIB Portion.

Not less than 15% of the Offer, or
the Offer less allocation to QIB
Bidders and Retail Individual
Investors.

Not less than 35% of the Offer,
or the Offer less allocation to
QIB- Bidders and Non-
Institutional Investors

 

Basis of Allotment/
allocation if
respective category is
oversubscribed*

Proportionate as __ follows
(excluding the Anchor Investor
Portion):

(a) 363,649* Equity Shares
were available for
allocation on a
proportionate basis to

Mutual Funds only; and
6,909,319* Equity Shares
were Allotted on a
proportionate basis to all
QIBs, including Mutual
Funds receiving allocation
as per (a) above

(b)

10,909,450 Equity Shares were
allocated on a discretionary basis
to Anchor Investors of which
one-third were available for
allocation to Mutual Funds only,
subject to valid Bid received
from Mutual Funds at or above
the Anchor Investor Allocation
Price

Proportionate

The allotment to each Retail
Individual Investor was not be
less than the minimum Bid Lot,
subject to availability of Equity
Shares in the Retail Portion and
the remaining available Equity
Shares if any, shall be allotted
on a proportionate basis. For
details, see “Offer Procedure”
on page 335.

 

Minimum Bid

Such number of Equity Shares in
multiples of 17 Equity Shares,
that the Bid Amount exceeds
200,000

Such number of Equity Shares
and in multiples of 17 Equity
Shares thereafter that the Bid
Amount exceeds 200,000

17 Equity Shares

 

Maximum Bid

Such number of Equity Shares in
multiples of 17 Equity Shares
not exceeding the size of the
Offer, subject to applicable
limits

 

Such number of Equity Shares in
multiples of 17 Equity Shares not
exceeding the size of the Offer
(excluding the QIB Portion),
subject to limits prescribed under
applicable law

 

Such number of Equity Shares
in multiples of 17 Equity
Shares so that the Bid Amount
does not exceed %200,000

 

 

 

 

 

 

Bid Lot 17 Equity Shares and in multiples of 17 Equity Shares thereafter
Mode of allotment | Compulsorily in dematerialised form

Allotment Lot 17 Equity Shares and in multiples of one Equity Share thereafter
Trading Lot One Equity Share

 

 
 

Particulars

QIBs “)

Non-Institutional Investors

Retail Individual Investors

 

Who can apply®

Public financial institutions (as
specified in Section 2(72) of the
Companies Act), scheduled
commercial banks, Mutual
Funds, Eligible FPIs, VCFs,
AIFs, FVCIs registered with
SEBI, multilateral and bilateral

Resident Indian _ individuals,
Eligible NRIs, HUFs (in the name
of the  karta), companies,
corporate bodies, _ scientific
institutions societies and trusts
and any individuals, corporate
bodies and family offices which

Resident Indian individuals,
Eligible NRIs and HUES (in the
name of the karta)

development financial | are recategorized as category II
institutions, state —_ industrial | FPIs and registered with SEBI
development corporation,

insurance companies registered
with IRDAI, provident funds
(subject to applicable law) with
minimum corpus of  %250
million, pension funds with
minimum corpus of 250
million, National Investment
Fund set up by the Government
of India, the insurance funds set
up and managed by army, navy
or air force of the Union of India,
insurance funds set up and
managed by the Department of
Posts, India and Systemically
Important Non-Banking
Financial Companies.

In case of Anchor Investors: Full Bid Amount was payable by the
submission of their Bids‘)
In case of all other Bidders: Full Bid Amount was blocked by the SCSBs in the bank account of the
ASBA Bidder (other than Anchor Investors) or by the Sponsor Banks through the UPI Mechanism
(for RIls), that was specified in the ASBA Form at the time of submission of the ASBA Form.

Only through the ASBA process | Only through the ASBA process. |Only through the ASBA
(except for Anchor Investors). process

Subject to finalisation of Basis of Allotment.

 

Terms of Payment Anchor Investors at the time of

 

Mode of Bidding

 

 

 

 

 

 

© Our Company and the Selling Shareholders may, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors
on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion was reserved for
domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price. For further details, see “Offer Procedure” on page 335.

 

@ Subject to valid Bids being received at or above the Offer Price. The Offer was made in terms of Rule 19(2)(b) of the SCRR read with

Regulation 45 of the SEBI ICDR Regulations.

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the Retail
Portion would be allowed to be met with spill-over from other categories or a combination of categories at the discretion of our Company
and the Selling Shareholders, in consultation with the BRLMs and the Designated Stock Exchange, on a proportionate basis. However,
under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a combination of
categories. For further details, please see “Terms of the Offer” on page 326.
© Inthe event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same
joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application
Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held
in joint names. The signature of only such First Bidder would be required in the Bid cum Application Form and such First Bidder would
be deemed to have signed on behalf of the joint holders. Our Company reserves the right to reject, in its absolute discretion, all or any
multiple Bids in any or all categories.
“® Anchor Investors were required to pay the entire Bid Amount at the time of submission of the Anchor Investor Bid, provided that any
positive difference between the Anchor Investor Allocation Price and the Offer Price, was required to be payable by the Anchor Investor
Pay-in Date as mentioned in the CAN.

Note: Bidders were required to confirm and will be deemed to have represented to our Company, the
Selling Shareholders, the Underwriters, their respective directors, officers, agents, affiliates and
representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to
acquire the Equity Shares.

333,
Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category except
the QIB Portion, would be met with spill-over from the other categories or a combination of categories at the
discretion of our Company in consultation with the BRLMs, and the Designated Stock Exchange.

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OFFER PROCEDURE

All Bidders were required to read the General Information Document for Investing in Public Offers prepared and
issued in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the
UPI Circulars (the “General Information Document”) which highlights the key rules, processes and procedures
applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the
SCRR and the SEBI ICDR Regulations which was part of the abridged prospectus accompanying the Bid cum
Application Form. The General Information Document is available on the websites of the Stock Exchanges and
the BRLMs. Please refer to the relevant provisions of the General Information Document which are applicable to
the Offer.

Bidders were required to refer to the General Information Document for information in relation to (i) category of
investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and
allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note (“CAN”)
and Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum
Application Form); (vii) designated date; (viii) disposal of applications and electronic registration of bids; (ix)
submission of Bid cum Application Form; (x) other instructions (limited to joint bids in cases of individual,
multiple bids and instances when an application would be rejected on technical grounds); (xi) applicable
provisions of Companies Act relating to punishment for fictitious applications; (xii) mode of making refunds; and
(xiii) interest in case of delay in Allotment or refund.

SEBI through the UPI Circulars has proposed to introduce an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. UPI has been
introduced in a phased manner as a payment mechanism in addition to ASBA for applications by Retail Individual
Investors through intermediaries from January 1, 2019. The UPI Mechanism for Retail Individual Investors
applying through Designated Intermediaries, in phase I, was effective along with the prior process and existing
timeline of T+6 days (“UPI Phase I”), until June 30, 2019. Subsequently, for applications by Retail Individual
Investors through Designated Intermediaries, the process of physical movement of forms from Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and RIIs submitting their ASBA Forms
through Designated Intermediaries (other than SCSBs) can only use UPI Mechanism with existing timeline of
T+6 days until further notice pursuant to SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30,
2020(UPI Phase II”). The final reduced timeline will be made effective using the UPI Mechanism for
applications by Retail Individual Investors (“UPI Phase III”), as may be prescribed by SEBI. The Offer was
made under UPI Phase II of the UPI Circular, subject to any circulars, clarification or notification issued by the
SEBI from time to time. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021 has introduced certain additional measures for streamlining the process of initial public offers
and redressing investor grievances. This circular shall come into force for initial public offers opening on or after
May 1, 2021 except as amended pursuant to SEBI circular dated June 2, 2021, and the provisions of this circular,
as amended, are deemed to form part of this Prospectus.

In terms of Regulation 23(5) and Regulation 52 of SEBIICDR Regulations, the timelines and processes mentioned
in SEBI Circular. No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 shall continue to form part
of the agreements being signed between the intermediaries involved in the public issuance process and lead
managers shall continue to coordinate with intermediaries involved in the said process.

Bidders were advised to make their independent investigations and ensure that their Bids were submitted in
accordance with applicable laws and do not exceed the investment limits or maximum number of Equity Shares
that can be held by them under applicable law or as specified in the Red Herring Prospectus and this Prospectus.

Book Building Procedure

The Offer was made in terms of Rule 19(2)(b) of the SCRR through the Book Building Process in accordance
with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer was made available
for allocation to QIBs on a proportionate basis. Our Company and the Selling Shareholders in consultation with
the BRLMs allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the
SEBI ICDR Regulations, of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being
received from them at or above the Anchor Investor Allocation Price. Further, 5% of the Net QIB Portion was
available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was
available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids
being received at or above the Offer Price. Further, not less than 15% of the Offer was available for allocation on

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a proportionate basis to Non-Institutional Investors and not less than 35% of the Offer was available for allocation
to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received
at or above the Offer Price.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.

Bidders were required to note that the Equity Shares will be Allotted to all successful Bidders only in
dematerialized form. The Bid cum Application Forms which did not have the details of the Bidders’
depository account, including the DP ID and the Client ID and the PAN and UPI ID (for Retail Individual
Investors Bidding through the UPI Mechanism), were treated as incomplete and would be rejected. Bidders
did not have the option of being Allotted Equity Shares in physical form.

Phased implementation of UPI for Bids by RIIs as per the UPI Circulars

SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and
convertibles by introducing an alternate payment mechanism using UPI. Pursuant to the UPI Circulars, UPI has
been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds in the
account maintained with SCSBs under the ASBA) for applications by RIIs through intermediaries with the
objective to reduce the time duration from public issue closure to listing from six Working Days to up to three
Working Days. Considering the time required for making necessary changes to the systems and to ensure complete
and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced and implemented the
UPI payment mechanism in three phases in the following manner:

(a) Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main
board public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was
extended until June 30, 2019. Under this phase, an RII also had the option to submit the ASBA Form with
any of the intermediary and use his / her UPI ID for the purpose of blocking of funds. The time duration
from public issue closure to listing would continue to be six Working Days.

(b) Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of
three months or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Under this phase, submission of the physical ASBA
Form by an RII through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has
been discontinued and is replaced by the UPI payment mechanism. However, the time duration from public
issue closure to listing continues to be six Working Days during this phase. Subsequently, SEBI vide its
circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for
implementation of UPI Phase II till further notice.

(c) Phase III: The commencement period of Phase III is yet to be notified. In this phase, the time duration
from public issue closure to listing would be reduced to be three Working Days.

All SCSBs offering facility of making application in public issues also provided facility to make application using
UPI.

Our Company was required to appoint three of the SCSBs as sponsor banks to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the RIBs using
the UPI Mechanism.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.

Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus were made
available with the Designated Intermediaries at relevant Bidding Centres and at our Registered and Corporate

Office. An electronic copy of the ASBA Form was also available for download on the websites of NSE
(www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid/Offer Opening Date.

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Anchor Investor Application Forms were available at the offices of the BRLMs.

All Bidders (other than Anchor Investors) were required to compulsorily use the ASBA process to participate in
the Offer. Anchor Investors were not permitted to participate in this Offer through the ASBA process.

Bidders (other than Anchor Investors and Retail Individual Investors Bidding using the UPI Mechanism) were to
provide bank account details and authorisation by the ASBA account holder to block funds in their respective
ASBA Accounts in the relevant space provided in the Bid cum Application Form and the Bid cum Application
Form that did not contain such details were liable to be rejected.

Investors were required to ensure that their PAN is linked with aadhaar and were in compliance with CBDT
notification dated February 13, 2020 and press release dated June 25, 2021 and September 17, 2021.

Retail Individual Investors who submitted their Bid cum Application Form to a Designated Intermediary (other
than SCSBs) were required to Bid using the UPI Mechanism and provide the UPI ID in the relevant space provided
in the Bid cum Application Form. Bids submitted by Retail Individual Investors with any Designated Intermediary
(other than SCSBs) without mentioning the UPI ID were liable to be rejected. Retail Individual Investors Bidding
using the UPI Mechanism could also apply through the SCSBs and mobile applications using the UPI handles as
provided on the website of SEBI.

Further, ASBA Bidders had to ensure that the Bids were submitted at the Bidding Centres only on ASBA Forms
bearing the stamp of a Designated Intermediary (except in case of electronic ASBA Forms) and ASBA Forms not
bearing such specified stamp were liable for rejection. RIIs using UPI Mechanism, could submit their ASBA
Forms with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs. RIJs authorising an
SCSB to block the Bid Amount in the ASBA Account could submit their ASBA Forms with the SCSBs. Bidders,
using the ASBA process to participate in the Offer, had to ensure that the ASBA Account had sufficient credit
balance such that an amount equivalent to the full Bid Amount could be blocked therein by the SCSB or the
Sponsor Banks, as applicable at the time of submitting the Bid.

The prescribed colour of the Bid cum Application Forms for various categories was as follows:

 

 

 

 

 

 

 

 

Colour of Bid cum

Caceey Application Form*
Resident Indians including resident QIBs, Non-Institutional Investors, Retail Individual White
Investors and Eligible NRIs applying on a non-repatriation basis
Non-Residents including FPIs, Eligible NRIs applying on a repatriation basis, FVCIs and Blue
registered bilateral and multilateral institutions
Anchor Investors White

* Excluding electronic Bid cum Application Forms

Notes:

(1) Electronic Bid cum Application forms were also available for download on the website of NSE (www.nseindia.com) and BSE
(www.bseindia.com).

(2) Bid cum Application Forms for Anchor Investors were made available at the offices of the BRLMs.

In case of ASBA Forms, the relevant Designated Intermediaries uploaded the relevant Bid details in the electronic
bidding system of the Stock Exchanges. Designated Intermediaries (other than SCSBs) submitted/delivered the
ASBA Forms (except Bid cum Application Forms submitted by Retail Individual Investors Bidding using the UPI
Mechanism) to the respective SCSB, where the Bidder had a bank account and could not submit it to any non-
SCSB bank or any Escrow Collection Bank(s). For Retail Individual Investors using the UPI Mechanism, the
Stock Exchanges shared the Bid details (including UPI ID) with the Sponsor Banks on a continuous basis to enable
the Sponsor Banks to initiate a UPI Mandate Request to such Retail Individual Investors for blocking of funds.
The Sponsor Banks initiated request for blocking of funds through NPCI to RIIs, who accepted the UPI Mandate
Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account.
The NPCI maintained an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability
to compensate RIIs (Bidding through UPI Mechanism) in case of failed transactions was with the concerned entity
(ie., the Sponsor Banks, NPCI or the issuer bank) at whose end the lifecycle of the transaction had come to a halt.
The NPCI shared the audit trail of all disputed transactions/ investor complaints to the Sponsor Banks and the
issuer bank. The Sponsor Banks and the Bankers to the Offer provided the audit trail to the BRLMs for analysing
the same and fixing liability.

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The Sponsor Banks undertook a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI
and ensured that all the responses received from NPCI were sent to the Stock Exchanges platform with detailed
error code and description, if any. Further, the Sponsor Banks undertook reconciliation of all Bid requests and
responses throughout their lifecycle on daily basis and shared reports with the BRLMs in the format and within
the timelines as specified under the UPI Circulars. Sponsor Banks and issuer banks downloaded UPI settlement
files and raw data files from the NPCI portal after every settlement cycle and did a three way reconciliation with
Banks UPI switch data, CBS data and UPI raw data. NPCI coordinated with issuer banks and Sponsor Banks on
a continuous basis.

Participation by the Promoters, Promoter Group, the BRLMs, associates and affiliates of the BRLMs and
the Syndicate Members and the persons related to Promoters, Promoter Group, BRLMs and the Syndicate
Members

The BRLMs and the Syndicate Members were not allowed to purchase the Equity Shares in any manner, except
towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs.
and the Syndicate Members could purchase Equity Shares in the Offer, either in the QIB Portion or in the Non-
Institutional Category as may be applicable to such Bidders, where the allocation is on a proportionate basis and
such subscription would be on their own account or on behalf of their clients. All categories of investors, including
respective associates or affiliates of the BRLMs and Syndicate Members, were treated equally for the purpose of
allocation to be made on a proportionate basis.

Except for Mutual Funds, AIFs or FPIs other than individuals, corporate bodies and family offices sponsored by
entities which are associates of the BRLMs or insurance companies promoted by entities which are associates of
the BRLMs, no BRLMs or its respective associates could apply in the Offer under the Anchor Investor Portion.

Further, an Anchor Investor would be deemed to be an “associate of the Lead Manager” if: (i) either of them
controlled, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights
in the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercised
control over the other; or (iii) there was a common director, excluding nominee director, amongst the Anchor
Investors and the BRLMs.

Further, the Promoters and members of the Promoter Group did not participate by applying for Equity Shares in
the Offer, except in accordance with the applicable law. Furthermore, persons related to the Promoters and the
Promoter Group did not apply in the Offer under the Anchor Investor Portion. It is clarified that a qualified
institutional buyer who has rights under a shareholders’ agreement or voting agreement entered into with any of
the Promoters or members of the Promoter Group of our Company, veto rights or a right to appoint any nominee
director on our Board, was deemed to be a person related to the Promoters or Promoter Group of our Company.

In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section
the key terms for participation by Anchor Investors are provided below.

(i) Anchor Investor Application Forms were made available for the Anchor Investor Portion at the offices of
the BRLMs.

(ii) The Bid had to be for a minimum of such number of Equity Shares so that the Bid Amount exceeded 2100
million. A Bid could not be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate
Bids by individual schemes of a Mutual Fund were aggregated to determine the minimum application size
of 3100 million.

(iii) | One-third of the Anchor Investor Portion was reserved for allocation to domestic Mutual Funds.

(iv) Bidding for Anchor Investors opened one Working Day before the Bid/Offer Opening Date, i.e., the Anchor
Investor Bidding Date, and was completed on the same day.

(v) Our Company in consultation with the BRLMs finalised allocation to the Anchor Investors on a

discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion were
not less than:

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(a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to
2100 million

(b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than 2100 million but up to 22,500 million, subject to a minimum Allotment
of 250 million per Anchor Investor; and

(c) in case of allocation above 22,500 million under the Anchor Investor Portion, a minimum of five
such investors and a maximum of 15 Anchor Investors for allocation up to 22,500 million, and an
additional 10 Anchor Investors for every additional 22,500 million, subject to minimum Allotment
of 250 million per Anchor Investor.

(vi) Allocation to Anchor Investors was completed on the Anchor Investor Bidding Date. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation was made were made available
in the public domain by the BRLMs before the Bid/Offer Opening Date, through intimation to the Stock
Exchange.

(vii) Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the
Bid.

(viii) If the Offer Price was greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Offer Price and the Anchor Investor Allocation Price would be payable by the
Anchor Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Offer Price was lower
than the Anchor Investor Allocation Price, Allotment to successful Anchor Investors would be at the higher
price, i.e., the Anchor Investor Allocation Price would still be the Anchor Investor Offer Price.

(ix) Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30 days from the
date of Allotment.

(x) _ Neither the BRLMs or any associate of the BRLMs (except Mutual Funds sponsored by entities which are
associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or
AIFs sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals, corporate
bodies or family offices sponsored by the entities which are associate of the BRLMs) nor any “person
related to the Promoters or Promoter Group” could apply in the Offer under the Anchor Investor Portion.

(xi) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion were not considered
multiple Bids.

(xii) For more information, see the General Information Document.
Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate had to be lodged with
the Bid cum Application Form. Failing this, the Company and the Selling Shareholders in consultation with
BRLMs reserved the right to reject any Bid without assigning any reason thereof. Bids made by asset management
companies or custodians of Mutual Funds had to specifically state names of the concerned schemes for which
such Bids are made.

In case of a Mutual Fund, a separate Bid could be made in respect of each scheme of a Mutual Fund registered
with the SEBI and such Bids in respect of more than one scheme of a Mutual Fund were not treated as multiple
Bids, provided that such Bids clearly indicate the scheme for which the Bid was submitted.

No Mutual Fund scheme could invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% would not be applicable for investments in case
of index funds or sector or industry specific scheme. No Mutual Fund under all its schemes could own more than
10% of any company’s paid-up share capital carrying voting rights.

Bids by Eligible NRIs
Eligible NRIs could obtain copies of Bid cum Application Form from the offices of the Designated Intermediaries.

Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange would be considered
for Allotment. Eligible NRIs Bidding on a repatriation basis had to authorise their SCSBs or confirm or accept

339
the UPI Mandate Request (in case of Retail Individual Investors Bidding through the UPI Mechanism) to block
their Non-Resident External Accounts (“NRE Account”), or Foreign Currency Non-Resident Accounts (“FCNR
Account”), and Eligible NRIs bidding on a non-repatriation basis had to authorise their SCSBs or confirm or
accept the UPI Mandate Request (in case of Retail Individual Investors Bidding through the UPI Mechanism) to
block their Non-Resident Ordinary (“NRO”) accounts for the full Bid amount, at the time of submission of the
Bid cum Application Form. Participation of Eligible NRIs in the Offer shall be subject to the FEMA regulations.
NRIs applying in the Offer through the UPI Mechanism were advised to enquire with the relevant bank, whether
their account was UPI linked, prior to submitting a Bid cum Application Form.

Eligible NRIs Bidding on a repatriation basis were advised to use the Bid cum Application Form meant for Non-
Residents (blue in colour).

Eligible NRIs Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents
(white in colour). By way of Press Note 1 (2021 Series) dated March 19, 2021, issued by the DPIIT, it has been
clarified that an investment made by an Indian entity which is owned and controlled by NRIs on a non-repatriation
basis, shall not be considered for calculation of indirect foreign investment.

For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
on page 353.

Bids by HUFs

Bids by Hindu Undivided Families or HUFs were made in the individual name of the karta. The Bidder had to
specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as
follows: “Name of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the
name of the karta”. Bids by HUFs were considered at par with Bids from individuals.

Bids by FPIs

In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is
subject to certain limits, i.e., the individual holding of an FPI or an investor group (which means multiple entities
registered as foreign portfolio investors and directly or indirectly, having common ownership of more than 50%
or common control)) should be below 10% of our post-Offer equity share capital on a fully diluted basis. In case
the total holding of an FPI or investor group increases beyond 10% of the total paid-up equity share capital of our
Company, on a fully diluted basis, the total investment made by the FPI or investor group will be re-classified as
FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor
will be required to comply with applicable reporting requirements. Further, the total holdings of all FPIs put
together, with effect from April 1, 2020, can be up to the sectoral cap applicable to the sector in which our
Company operates (i.e., up to 100%). In terms of the FEMA Rules, for calculating the aggregate holding of FPIs
in a company, holding of all registered FPIs shall be included.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations was required to be attached to the Bid cum Application Form, failing which our Company and the
Selling Shareholders in consultation with BRLMs, reserved the right to reject any Bid without assigning any
reason. FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non-
Residents (blue in colour).

To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income
Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories
for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines
for issue procedure, as prescribed by SEBI from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore
derivative instruments, directly or indirectly, only if it complies with the following conditions:

(a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;

(b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;

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(c) _ such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as
specified by SEBI; and

(d) such other conditions as may be specified by SEBI from time to time.

An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is
subject to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the
SEBI FPI Regulations (as mentioned above from points (a) to (d)); and (b) prior consent of the FPI is obtained for
such transfer, except in cases, where the persons to whom the offshore derivative instruments are to be transferred,
are pre-approved by the FPI.

Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs
and DP IDs shall not be treated as multiple Bids:

. FPIs which utilise the multi investment manager structure;

. Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary
derivative investments;

. Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
. FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme

or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single
investment manager.

. Multiple branches in different jurisdictions of foreign bank registered as FPIs;
. Government and Government related investors registered as Category 1 FPIs; and
. Entities registered as collective investment scheme having multiple share classes.

The Bids belonging to any of the above mentioned seven structures and having same PAN were collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the applicant FPIs (with same PAN).

In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary
account numbers, Client IDs and DP IDs, were required to provide a confirmation along with each of their Bid
cum Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures
and indicate the name of their respective investment managers in such confirmation. In the absence of such
compliance from the relevant FPIs with the operational guidelines for FPIs and designated Depository Participants
issued to facilitate implementation of SEBI FP! Regulations, such multiple Bids were rejected.

Participation of FPIs in the Offer was subject to the FEMA Rules.
The FPIs who participated in the Offer were advised to use the Bid cum Application Form for non-residents.

Bids by SEBI registered Alternative Investment Funds, Venture Capital Funds and Foreign Venture
Capital Investors

The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended (the
“SEBI AIF Regulations”) prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, venture capital funds which
have not re-registered as AIFs under the SEBI AIF Regulations shall continue to be regulated by the Securities
and Exchange Board of India (Venture Capital Funds) Regulations, 1996 until the existing fund or scheme
managed by the fund is wound up and such fund shall not launch any new scheme after the notification of the
SEBI AIF Regulations. The SEBI FVCI Regulations prescribe the investment restrictions on FVCIs.

The category I and II AIFs cannot invest more than 25% of their investible funds in one investee company. A
category III AIF cannot invest more than 10% of its investible funds in one investee company. A VCF registered
as a category I AIF, cannot invest more than one-third of its investible funds, in the aggregate, in certain specified
instruments, including by way of subscription to an initial public offering of a venture capital undertaking. An

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FVCI can invest only up to 33.33% of its investible funds, in the aggregate, in certain specified instruments, which
includes subscription to an initial public offering of a venture capital undertaking or an investee company (as
defined under the SEBI AIF Regulations) whose shares are proposed to be listed.

Participation of AIFs, VCFs and FVCIs was subject to the FEMA Rules.

Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding equity shares of a
company prior to an initial public offering being undertaken by such company, shall be exempt from lock-in
requirements, Provided that such equity shares shall be locked in for a period of at least six months from the date
of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor.

There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders were treated on the same
basis with other categories for the purpose of allocation.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.

Our Company, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the
Bidder on account of conversion of foreign currency.

Bids by limited liability partnerships

In case of Bids made by limited liability parmerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, had to be
attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholders in consultation
with BRLMs, reserved the right to reject any Bid without assigning any reason thereof.

Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee was required
to be attached to the Bid cum Application Form, failing which our Company and the Selling Shareholders in
consultation with BRLMs, reserved the right to reject any Bid without assigning any reason thereof, subject to
applicable law.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949 (the “Banking Regulation Act”), and Master Direction — Reserve Bank of India (Financial Services
provided by Banks) Directions, 2016 is 10% of the paid-up share capital of the investee company or 10% of the
bank’s own paid-up share capital and reserves, as per the last audited balance sheet or a subsequent balance sheet,
whichever is less. Further, the aggregate investment in subsidiaries and other entities engaged in financial and
non-financial services company cannot exceed 20% of the bank’s paid-up share capital and reserves. A banking
company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of
such investee company if: (a) the investee company is engaged in non-financial activities in which banking
companies are permitted to engage under the Banking Regulation Act or the additional acquisition is through
restructuring of debt/corporate debt restructuring/strategic debt restructuring, or to protect the bank’s interest on
loans/investments made to a company, provided that the bank is required to submit a time-bound action plan for
disposal of such shares (in this sub-clause (b)) within a specified period to the RBI. A banking company would
require a prior approval of the RBI to make investment in excess of 30% of the paid-up share capital of the investee
company, investment in a subsidiary and a financial services company that is not a subsidiary (with certain
exceptions prescribed), and investment in a non-financial services company in excess of 10% of such investee
company’s paid-up share capital as stated in the Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016, as amended.

Bids by SCSBs

SCSBs participating in the Offer were required to comply with the terms of the circulars dated September 13,
2012 and January 2, 2013 issued by SEBI. Such SCSBs were required to ensure that for making applications on
their own account using ASBA, they should have a separate account in their own name with any other SEBI
registered SCSBs. Further, such account had to be used solely for the purpose of making application in public
issues and clear demarcated funds had to be available in such account for such Bids.

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Bids by insurance companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI had to be attached to the Bid cum Application Form. Failing this, the Company and
the Selling Shareholders in consultation with BRLMs, reserved the right to reject any Bid without assigning any
reason thereof. The exposure norms for insurers are prescribed under Regulation 9 of the Insurance Regulatory
and Development Authority of India (Investment) Regulations, 2016 (“IRDAI Investment Regulations”), and
are based on investments in the equity shares of a company, the entire group of the investee company and the
industry sector in which the investee company operates. Bidders are advised to refer to the IRDAI Investment
Regulations for specific investment limits applicable to them and had to comply with all applicable regulations,
guidelines and circulars issued by IRDAI from time to time.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by NBFC-SI, a certified copy of the certificate of registration issued by the RBI, a certified
copy of its last audited financial statements on a standalone basis and a net worth certificate from its statutory
auditor(s), had to be attached to the Bid-cum Application Form. Failing this, our Company and the Selling
Shareholders, in consultation with BRLMs, reserved the right to reject any Bid, without assigning any reason
thereof. NBFC-SI participating in the Offer shall comply with all applicable regulations, guidelines and circulars
issued by RBI from time to time.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or
air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund
and provident funds with a minimum corpus of 2250 million (subject to applicable laws) and pension funds with
a minimum corpus of %250 million, a certified copy of the power of attorney or the relevant resolution or authority,
as the case may be, along with a certified copy of the memorandum of association and articles of association
and/or bye laws had to be lodged along with the Bid cum Application Form. Failing this, our Company and the
Selling Shareholders, in consultation with the BRLMs reserve the right to accept or reject any Bid in whole or in
part, in either case, without assigning any reason thereof.

Our Company and Selling Shareholders in consultation with the BRLMs, in their absolute discretion, reserved the
right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum
Application Form, subject to such terms and conditions that our Company and Selling Shareholders in consultation
with the BRLMs, deemed fit.

Bids by provident funds/pension funds

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of 7250
million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/
pension fund had to be attached to the Bid cum Application Form. Failing this, our Company and the Selling
Shareholders, in consultation with BRLMs reserved the right to reject any Bid, without assigning any reason
therefor.

The above information was given for the benefit of the Bidders. Bidders were advised to make their
independent investigations and ensure that any single Bid from them did not exceed the applicable
investment limits or maximum number of the Equity Shares that could be held by them under applicable
laws or regulation and as specified in this Prospectus.

In accordance with RBI regulations, OCBs could not participate in the Offer.

Information for Bidders

The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the

Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a

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Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid.

In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network
and software of the electronic bidding system should not in any way be deemed or construed to mean that the
compliance with various statutory and other requirements by our Company and/or the BRLMs are cleared or
approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or
completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the
financial or other soundness of our Company, the management or any scheme or project of our Company; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this
Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock
Exchanges.

Pre-Offer Advertisement

Subject to Section 30 of the Companies Act, our Company had, after filing the Red Herring Prospectus with the
RoC, published a pre-Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions
of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi national daily
newspaper, and Kolkata edition of Dainik Statesman, a Bengali daily newspaper (Bengali being the regional
language of West Bengal, where our Registered and Corporate Office is located). Our Company had, in the pre-
Offer advertisement stated the Bid/Offer Opening Date, the Bid/Offer Closing Date and the QIB Bid/Offer Closing
Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, was in the format
prescribed in Part A of Schedule X of the SEBI ICDR Regulations.

Signing of Underwriting Agreement and filing of Prospectus with the RoC

Our Company and the Selling Shareholders have entered into an Underwriting Agreement with the Underwriters
after the finalisation of the Offer Price. After signing the Underwriting Agreement, the Company has filed the
Prospectus with the RoC. This Prospectus contains details of the Offer Price, Anchor Investor Offer Price, Offer
Size and underwriting arrangements and is complete in all material respects.

General Instructions

Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors
can revise or withdraw their Bid(s) until the Bid/ Offer Closing Date. Anchor Investors are not allowed to
withdraw or lower the size of their Bids after the Anchor Investor Bidding Date. The following instructions were
provided in the Red Herring Prospectus for the Bidders:

Do’s:

1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law,
tules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit
their Bids through the ASBA process only;

2: Ensure that you have Bid within the Price Band;

3. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than Retail
Individual Investors Bidding using the UPI Mechanism) in the Bid cum Application Form and such ASBA
account belongs to you and no one else. Retail Individual Investors using the UPI Mechanism must mention
their correct UPI ID and shall use only his/her own bank account which is linked to such UPI ID;

4. Retail Individual Investors Bidding using the UPI Mechanism shall ensure that the bank, with which they
have their bank account, where the funds equivalent to the application amount are available for blocking is
UPI 2.0 certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries;

5. Retail Individual Investors Bidding using the UPI Mechanism shall make Bids only through the SCSBs,
mobile applications and UPI handles whose name appears in the list of SCSBs which are live on UPI, as

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10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

displayed on the SEBI website. An application made using incorrect UPI handle or using a bank account
of an SCSB or bank which is not mentioned on the SEBI website is liable to be rejected;
Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the
Bidders depository account is active, as Allotment of the Equity Shares will be in dematerialized form only;

Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the Bidding Centre within the prescribed time. RIIs using UPI
Mechanism, may submit their ASBA Forms with Syndicate, sub-Syndicate Members, Registered Brokers,
RTA or CDP;

In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank account
holder, as the case may be) and the signature of the First Bidder is included in the Bid cum Application
Form;

All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;

Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names;

Bidders should ensure that they receive the Acknowledgment slip or the acknowledgement number duly
signed and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application
Form;

Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the Bid cum Application Form under the ASBA process to any of the Designated
Intermediaries;

Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid
was placed and obtain a revised acknowledgment;

Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for
transacting in the securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms of a
SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the
securities market, and (iii) any other category of Bidders, including without limitation, multilateral/
bilateral institutions, which may be exempted from specifying their PAN for transacting in the securities
market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or
the State Government and officials appointed by the courts and for investors residing in the State of Sikkim
is subject to (a) the Demographic Details received from the respective depositories confirming the
exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary
account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be
rejected;

Ensure that the Demographic Details are updated, true and correct in all respects;
Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule
to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate

under official seal;

Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure
proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;

Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents are submitted;

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20.

21.

22.

23.

24.

25.

26.

27.

28.

29.

30.

31.

32.

Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign
and Indian laws;

Retail Individual Investors Bidding using the UPI Mechanism, should ensure that they approve the UPI
Mandate Request generated by the Sponsor Banks to authorise blocking of funds equivalent to application
amount and subsequent debit of funds in case of Allotment, in a timely manner;

Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum
Application Form and entered into the online IPO system of the Stock Exchanges by the relevant
Designated Intermediary, as the case may be, do not match with the DP ID, UPI ID (where applicable),
Client ID and PAN available in the Depository database, then such Bids are liable to be rejected;

However, Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event
such FPIs utilise the MIM Structure and such Bids have been made with different beneficiary account
numbers, Client IDs and DP IDs.

FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and
DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate the
name of their investment managers in such confirmation which shall be submitted along with each of their
Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids
shall be rejected;

In case of QIBs and NIls, ensure that while Bidding through a Designated Intermediary, the ASBA Form
is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account,
as specified in the ASBA Form, is maintained has named at least one branch at that location for the
Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of
SEBI at http://www.sebi.gov.in);

Ensure that you have correctly signed the authorization /undertaking box in the Bid cum Application Form,
or have otherwise provided an authorization to the SCSB or the Sponsor Banks, as applicable via the
electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the
Bid cum Application Form at the time of submission of the Bid;

Retail Individual Investors Bidding using the UPI Mechanism shall ensure that details of the Bid are
reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to authorise
the UPI Mandate Request using his/her UPI PIN. Upon the authorization of the mandate using his/her UPI
PIN, the Retail Individual Investor shall be deemed to have verified the attachment containing the
application details of the Retail Individual Investor Bidding using the UPI Mechanism in the UPI Mandate
Request and have agreed to block the entire Bid Amount and authorized the Sponsor Banks to issue a
request to block the Bid Amount mentioned in the Bid Cum Application Form in his/her ASBA Account;

Retail Individual Investors Bidding using the UPI Mechanism should mention valid UPI ID of only the
Bidder (in case of single account) and of the First Bidder (in case of joint account) in the Bid cum
Application Form;

Retail Individual Investors Bidding using the UPI Mechanism, who have revised their Bids subsequent to
making the initial Bid, should also approve the revised UPI Mandate Request generated by the Sponsor
Banks to authorise blocking of funds equivalent to the revised Bid Amount in his/her account and
subsequent debit of funds in case of allotment in a timely manner;

Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices, which are re-
categorised as category II FPI and registered with SEBI, for a Bid Amount of less than 200,000 would be
considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount exceeding
%200,000 would be considered under the Non-Institutional Category for allocation in the Offer;
Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs; and

Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 12:00
p.m. of the Working Day immediately after the Bid/ Offer Closing Date.

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The Bid cum Application Form was liable to be rejected if the above instructions, as applicable, were not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which was not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
was liable to be rejected.

Don’ts:

1. Do not Bid for lower than the minimum Bid size;

2: Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;

8: Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;

4. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by
stock invest;

Ss Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary
only;

6. Anchor Investors should not Bid through the ASBA process;

Fs Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the
Bidding Centres;

8. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms;

9: Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;

10. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);

11. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer/Offer
size and/ or investment limit or maximum number of the Equity Shares that can be held under the applicable
laws or regulations or maximum amount permissible under the applicable regulations or under the terms of
the Red Herring Prospectus;

12. Do not submit your Bid after 3.00 pm on the Bid/Offer Closing Date;

13. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/Offer Closing Date;

14. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;

15. If you are a RII and are using UPI mechanism, do not submit more than one Bid cum Application Form for
each UPI ID

16. Do not submit the General Index Register (GIR) number instead of the PAN;

17. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide
details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar
to the Offer;

18. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for

blocking in the relevant ASBA Account or in the case of Retail Individual Investors Bidding using the UPI
Mechanism, in the UPI-linked bank account where funds for making the Bid are available;

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19. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount) at any stage, if you are a QIB or a Non-Institutional Investor. Retail Individual Investors can
revise or withdraw their Bids until the Bid/Offer Closing Date;

20. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Bidder;

21. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the
NPCI in case of Bids submitted by Retail Individual Investors using the UPI Mechanism;

22. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;

23. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors
having valid depository accounts as per Demographic Details provided by the depository);

24. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a Retail Individual
Investor Bidding using the UPI Mechanism, do not submit Bids through an SCSB and/or mobile application
and/or UPI handle that is not listed on the website of SEBI;

25. Do not submit a Bid using UPI ID, if you are not a Retail Individual Investor;

26. Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category;

27. Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account (in
case of Bids submitted by Retail Individual Investors using the UPI Mechanism); and

28. Do not Bid if you are an OCB.

For helpline details of the Book Running Lead Managers pursuant to the SEBI circular bearing reference number
SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, see “General Information — Book Running
Lead Managers” on page 70.

The Bid cum Application Form was liable to be rejected if the above instructions, as applicable, were not
complied with.

In case of any pre-Offer or post Offer related issues regarding demat credit/refund orders/unblocking etc.,
investors shall reach out to the Company Secretary and Compliance Officer, and the Registrar. For details of the
Company Secretary and Compliance Officer and the Registrar, see “General Information” on page 69.

Grounds for Technical Rejection

In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested
to note that Bids maybe rejected on the following additional technical grounds:

1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2: Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;

4. Bids submitted by RIIs using the UPI Mechanism through an SCSBs and/or using a mobile application or
UPI handle, not listed on the website of SEBI;

5. Bids under the UPI Mechanism submitted by RIIs using third party bank accounts or using a third party
linked bank account UPI ID (subject to availability of information regarding third party account from

Sponsor Banks);

6. ASBA Form by the RIIs using third party bank accounts or using third party linked bank account UPI IDs;

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Ti ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;

8. Bids submitted without the signature of the First Bidder or sole Bidder;
9: The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;

10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;

11. GIR number furnished instead of PAN;
12. Bids by RIIs with Bid Amount of a value of more than %200,000;

13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;

14. _ Bids accompanied by stock invest, money order, postal order or cash; and

15. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Bidders
uploaded after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIIs uploaded after 5.00 p.m. on the
Bid/ Offer Closing Date, unless extended by the Stock Exchanges.

Further, in case of any pre-issue or post issue related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out the Company Secretary and Compliance Officer. For details of
the Company Secretary and Compliance Officer, see “General Information” on page 69.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding four Working Days from the Bid/ Offer Closing Date, the Bidder shall be
compensated in accordance with applicable law. Further, Investors shall be entitled to compensation in the manner
specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 in case of
delays in resolving investor grievances in relation to blocking/unblocking of funds.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall
ensure that the basis of allotment is finalised in a fair and proper manner in accordance with the procedure
specified in SEBI ICDR Regulations.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any Allotment in excess of the Equity Shares offered through the Offer except in
case of oversubscription for the purpose of rounding off to make Allotment, in consultation with the Designated
Stock Exchange. Further, upon oversubscription, an Allotment of not more than 1% of the net offer to public may
be made for the purpose of making Allotment in minimum lots.

The allotment of Equity Shares to Bidders other than to the Retail Individual Investors and Anchor Investors shall
be on a proportionate basis within the respective investor categories and the number of securities allotted shall be
rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as.
determined and disclosed.

The allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum bid lot,
subject to the availability of shares in Retail Individual Investor category, and the remaining available shares, if
any, shall be allotted on a proportionate basis.

Payment into Escrow Account(s) for Anchor Investors
Our Company and the Selling Shareholders, in consultation with the BRLMs, in their absolute discretion, have
decided the list of Anchor Investors to whom the Allotment Advice has been sent, pursuant to which the details

of the Equity Shares allocated to them in their respective names will be notified to such Anchor Investors. Anchor
Investors were not permitted to Bid in the Offer through the ASBA process. Instead, Anchor Investors transferred

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the Bid Amount (through direct credit, RTGS, NACH or NEFT) to the Escrow Accounts. The payment
instruments for payment into the Escrow Accounts had to be drawn in favour of:

(i) In case of resident Anchor Investors: “WEDANT FASHIONS LTD-IPO ANCHOR INVESTOR-R
ACCOUNT”

(ii) In case of non-resident Anchor Investors: “WEDANT FASHIONS LTD-IPO ANCHOR INVESTOR-
NR ACCOUNT”

Anchor Investors were informed that the escrow mechanism was not prescribed by SEBI and had been established
as an arrangement between our Company, the Selling Shareholders, the Syndicate, the Bankers to the Offer and
the Registrar to the Offer to facilitate collections from Anchor Investors.

Depository Arrangements

The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). In
this context, tripartite agreements had been signed among our Company, the respective Depositories and the
Registrar to the Offer:

. Tripartite Agreement dated October 4, 2016, among NSDL, our Company and the Registrar to the Offer.
. Tripartite Agreement dated September 3, 2021, among CDSL, our Company and Registrar to the Offer.

Undertakings by our Company

Our Company undertakes the following:

(i) our Company shall ensure compliance with all disclosure and accounting norms as may be specified by
SEBI from time to time;

(ii) that the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;

(iii) that if the Allotment is not made within the prescribed time period under applicable law, the entire
subscription amount received will be refunded/unblocked within the time prescribed under applicable law,
failing which interest will be due to be paid to the Bidders at the rate prescribed under applicable law for
the delayed period;

(iv) Promoters’ contribution, if any, shall be brought in advance before the Bid/Offer Opening Date and the
balance, if any, shall be brought in on a pro rata basis before calls are made on the Allottees;

(v) _ that all steps will be taken for completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges where the Equity Shares are proposed to be listed within six Working
Days of the Bid/Offer Closing Date or such other time as may be prescribed;

(vi) _ that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be
made available to the Registrar to the Offer by our Company;

(vii) where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within the time prescribed under applicable law, giving details
of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;

(viii) that if our Company does not proceed with the Offer after the Bid/Offer Closing Date but prior to Allotment,
the reason thereof shall be given as a public notice within two days of the Bid/Offer Closing Date. The

350
fraud involves public interest, such term shall not be less than three years.) Further, where the fraud involves an
amount less than 21 million or one per cent of the turnover of the company, whichever is lower, and does not
involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which
may extend to five years or with fine which may extend to 5 million or with both.

352
public notice shall be issued in the same newspapers where the pre-Offer advertisements were published.
The Stock Exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly;

(ix) _ that if our Company and the Selling Shareholders, in consultation with the BRLMs, withdraw the Offer
after the Bid/Offer Closing Date, our Company shall be required to file a fresh draft offer document with
SEBI, in the event our Company and/or any of the Selling Shareholders subsequently decides to proceed
with the Offer thereafter;

(x) __ that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders
and Anchor Investor Application Form from Anchor Investors; and

(xi) No further issue of Equity Shares shall be made until the Equity Shares issued or offered through the Red
Herring Prospectus are listed or until the Bid monies are refunded/unblocked in the ASBA Accounts on
account of non-listing, under-subscription etc.

Undertakings by the Selling Shareholders

Each Selling Shareholder undertakes the following in respect of itself and its respective portion of the Offered
Shares:

(i) that its portion of the Offered Shares are eligible for being offered in the Offer for Sale in terms of
Regulation 8 of the SEBI ICDR Regulations and are in dematerialised form;

(ii) that it is the legal and beneficial owner of, and has clear and marketable title to, its portion of the Offered
Shares;

(iii) it shall not offer, lend, pledge, charge, transfer or otherwise encumber, sell, dispose of any of its portion of
the Offered Shares being offered pursuant to the Offer until such time that the lock-in (if applicable)
remains effective save and except as may be permitted under the SEBI ICDR Regulations.

(iv) _ that it shall provide all reasonable co-operation as requested by our Company in relation to the completion
of Allotment and dispatch of the Allotment Advice and CAN, if required, and completion of the necessary
formalities for listing and commencement of trading of its portion of the Offered Shares on the Stock
Exchanges and refund orders to the extent of its portion of the Offered Shares;

(v) _ that it shall not have recourse to the proceeds of the Offer for Sale of its portion of the Offered Shares which
shall be held in escrow in its favour, until final listing and trading approvals have been received from the
Stock Exchanges; and

(vi) _ that it will provide such reasonable support and extend such reasonable cooperation as may be required by
our Company and the BRLMs in redressal of such investor grievances that pertain to its portion of the
Offered Shares.

Utilisation of Offer Proceeds

The Selling Shareholders, severally and not jointly, and together with our Company declare that all monies
received out of the Offer shall be credited/transferred to a separate bank account other than the bank account
referred to in sub-section (3) of Section 40 of the Companies Act.

Impersonation

Attention of the Bidders was specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013 which is reproduced below: “Any person who — (a) makes or abets making of an application in a
fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of
multiple applications to a company in different names or in different combinations of his name or surname for
acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or
register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action
under Section 447.” The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving
an amount of at least 71 million or one per cent of the turnover of the company, whichever is lower, includes
imprisonment for a term which shall not be less than six months extending up to 10 years and fine of an amount
not less than the amount involved in the fraud, extending up to three times such amount (provided that where the

351
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is
freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the
foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the
concerned ministries/departments are responsible for granting approval for foreign investment. The Government
has from time to time made policy pronouncements on foreign direct investment (“FDI”) through press notes and
press releases. The DPIIT, issued the Consolidated FDI Policy Circular of 2020 (“FDI Policy”), which, with effect
from October 15, 2020, subsumes and supersedes all press notes, press releases, clarifications, circulars issued by
the DPIIT, which were in force as on October 15, 2020. The FDI Policy will be valid until the DPIIT issues an
updated circular.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
RBI, provided that: (i) the activities of the investee company are under the automatic route under the foreign direct
investment policy and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-
resident shareholding is within the sectoral limits under the FDI policy; and (iii) the pricing is in accordance with
the guidelines prescribed by the SEBI/RBI.

On October 17, 2019, Ministry of Finance, Department of Economic Affairs, had notified the FEMA Rules, which
had replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident Outside
India) Regulations 2017. Foreign investment in this Offer shall be on the basis of the FEMA Rules. Further, in
accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign
Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22,
2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares
land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of
any such country, will require prior approval of the Government, as prescribed in the Consolidated FDI Policy
and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign direct
investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the
aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval of
the Government. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment)
Rules, 2020 issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be
treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the
investments of such bank of fund in India.

As per the FDI policy, FDI in companies engaged in the wholesale trading sector, which is the sector in which
our Company operates, is permitted up to 100% of the paid-up share capital of such company under the automatic
route.

As per the existing policy of the Government of India, OCBs cannot participate in this Offer. For further details,
see “Offer Procedure” on page 335. Each Bidder should seek independent legal advice about its ability to
participate in the Offer. In the event such prior approval of the Government of India is required, and such approval
has been obtained, the Bidder shall intimate our Company and the Registrar in writing about such approval along
with a copy thereof within the Bid/Offer Period.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any other applicable law of the United States and, unless so registered, may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the
Equity Shares are only being offered and sold (i) within the United States only to persons reasonably
believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act and
referred to in this Prospectus as “U.S. QIBs”) in transactions exempt from, or not subject to, the
registration requirements of the U.S. Securities Act, and (ii) outside the United States in offshore
transactions in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the
jurisdiction where those offers and sales occur. For the avoidance of doubt, the term “U.S. QIBs” does not
refer to a category of institutional investors defined under applicable Indian regulations and referred to in
this Prospectus as “QIBs”.

353
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the
BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which
may occur after the date of this Prospectus. Bidders are advised to make their independent investigations, seek
independent legal advice about its ability to participate in the Offer and ensure that the number of Equity Shares
Bid for do not exceed the applicable limits under laws or regulations.

354
SECTION IX - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

Note: This set of Articles of Association has been adopted by the shareholders of the Company by way of passing of special
resolution at their Extra-Ordinary General Meeting held on September 4, 2021 in substitution and exclusion of the previous
Articles of Association of the Company.

THE COMPANIES ACT, 2013

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

VEDANT FASHIONS LIMITED

 

The Articles of Association of the Company comprise of two parts, Part I and Part II, which parts shall, unless the
context otherwise requires, co-exist with each other. In case of inconsistency between Part I and Part II, the provisions

of Part II shall be applicable. However, Part II shall automatically terminate and cease to have any force and effect
from the date of listing of Equity Shares of the Company on a recognized stock exchange in India pursuant to an initial

public offering of the Equity Shares of the Company without any further action, including any corporate action, by the
Company or by the Shareholders.

PARTI

1. CONSTITUTION OF THE COMPANY

a)

b)

 

The regulations contained in table “F” of schedule I to the Companies Act, 2013 shall apply only in so far

as the same are not provided for or are not inconsistent with these Articles.

The regulations for the management of the Company and for the observance of the Shareholders thereof
and their representatives shall be such as are contained in these Articles, subject however to the exercise of
the statutory powers of the Company in respectof repeal, additions, alterations, substitution, modifications
and variations thereto by Special Resolution as prescribed by the Companies Act, 2013.

25 INTERPRETATION

DEFINITIONS

Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning
as in the Act or any statutory modifications thereof in force at the date at which the Articles become binding on the
Company. In these Articles, all capitalized items not defined herein below shall have the meanings assigned to them
in the other parts of these Articles when defined for use.

“Act” means the Companies Act, 2013 (to the extent that such enactment is in force and applicable to the
context in which such term is used herein), and all rules and clarifications issued thereunder or the
Companies Act, 1956 and the rules issued thereunder (to the extent that such enactment is in force and
applicable to the context in which such term is used herein), and shall include all amendments,
modifications and re-enactments of the foregoing. Reference to Act shall also include the Secretarial
Standards issued by the Institute of Company Secretaries of India constituted under theCompany Secretaries
‘Act, 1980.

355
“ADRs” shall mean American Depository Receipts representing ADSs.

“Annual General Meeting” shall mean a General Meeting of the holders of Equity Shares held in
accordance with the applicable provisions of the Act.

“ADSs” shall mean American Depository Shares, each of which represents a certain number of Equity
Shares.

“Articles” shall mean these articles of association as adopted or as from time to time altered in accordance
with the provisions of these Articles and the Act.

“Auditors” shall mean and include those persons appointed as such for the time beingby the Company.

“Board” shall mean the board of directors of the Company, as constituted from time totime, in accordance
with law and the provisions of these Articles.

“Board Meeting” shall mean any meeting of the Board, as convened from time to timeand any adjournment
thereof, in accordance with law and the provisions of these Articles.

“Beneficial Owner” shall mean beneficial owner as defined in Clause (a) of subsection (1) of section 2 of
the Depositories Act.

“Business Day” shall mean a day, not being a Saturday or a Sunday or public holiday,on which banks are
open for business in Kolkata, India and, in the context of a payment being made to or from a scheduled

commercial bank in a place other than India, in such other place.

“Capital” or “Share Capital” shall mean the share capital for the time being, raised or authorised to be
raised for the purpose of the Company.

“Chairman” shall mean such person as is nominated or appointed in accordance withArticle 37 herein
below.

“Companies Act, 1956” shall mean the Companies Act, 1956 (Act I of 1956), as maybe in force for the
time being.

“Company” or “this Company” shall mean VEDANT FASHIONS LIMITED.
“Committees” shall mean a committee constituted in accordance with Article 74.
“Debenture” shall have the meaning assigned to it under the Act.

“Depositories Act” shall mean The Depositories Act, 1996 and shall include anystatutory modification
or re-enactment thereof.

“Depository” shall mean a depository as defined in Clause (e) of sub-section (1) ofsection 2 of the
Depositories Act.

“Director” shall mean any director of the Company, including alternate directors, independent directors
and nominee directors appointed in accordance with law and theprovisions of these Articles.

“Dividend” shall include interim dividends and final dividends paid to the Shareholders.
“Equity Share Capital” shall mean the total issued and paid-up equity share capital ofthe Company.

“Equity Shares” shall mean fully paid-up equity shares of the Company having a par value of INR 1/-

356
aa.

bb.

ce.

ee.

ff.

88.
hh.

ji.

kk.

(Rupee One) per equity share, and [INR 1/- (Rupee One) vote perequity share or any other issued Share
Capital of the Company that is reclassified, reorganized, reconstituted, or converted into equity shares.

“Executor” or “Administrator” shall mean a person who has obtained probate or letters of administration,
as the case may be, from a court of competent jurisdiction andshall include the holder of a succession
certificate authorizing the holder thereof to negotiate or transfer the Securities of the deceased Shareholder
and shall also include the holder of a certificate granted by the Administrator-General appointed under the
Administrator Generals Act, 1963.

“Extraordinary General Meeting” shall mean an extraordinary general meeting of the holders of Equity
Shares duly called and constituted in accordance with the provisions of the Act;

“Financial Year” shall mean any fiscal year of the Company, beginning on April 1 ofeach calendar year
and ending on March 31 of the following calendar year.

“Fully Diluted Basis” shall mean, in reference to any calculation, that the calculation should be made in
relation to the equity share capital of any Person, assuming that all outstanding convertible preference
shares or debentures, options, warrants and other equity securities convertible into or exercisable or
exchangeable for equity shares of that Person (whether or not by their terms then currently convertible,
exercisable or exchangeable), have been so converted, exercised or exchanged to the maximum number of
equity shares possible under the terms thereof.

“GDRs” shall mean the registered Global Depositary Receipts, representing GDSs.

“GDSs" shall mean the Global Depository Shares, each of which represents a certain number of Equity
Shares.

“Independent Director” shall mean an independent director as defined under the Act and under the SEBI
Listing Regulations.

“India” shall mean the Republic of India.

“Law” shall mean all applicable provisions of all (i) constitutions, treaties, statutes, laws (including the
common law), codes, rules, regulations, circulars, ordinances or orders of any governmental authority and
SEBI, including the Securities and ExchangeBoard of India (Prohibition of Insider Trading Regulations),
2015, (ii) governmental approvals or other governmental restriction or any similar form of decision of, or
determination by, or any interpretation or adjudication having the force of law of any of the foregoing, by
any governmental authority having jurisdiction over the matter in question, (iii) orders, decisions,
injunctions, judgments, awards and decrees of or agreements with any governmental authority or other
governmental restriction or any similar form of decision of, or determination by, or any interpretation or
adjudication having the force of law of any of the foregoing by any governmental authority having
jurisdiction over the matter in question, (iv) rules, policy, regulations or requirements of any stock
exchanges, (v) international treaties, conventions and protocols, and (vi) Indian GAAP or any other
generally accepted accounting principles.

“Managing Director” shall have the meaning assigned to it under the Act.

“MCA” shall mean the Ministry of Corporate Affairs, Government of India.

“Memorandum” shall mean the memorandum of association of the Company, as amended from time to
time.

“Office” shall mean the registered office for the time being of the Company.

“Officer” shall have the meaning assigned thereto by Section 2(59) of the Act.

“Ordinary Resolution” shall have the meaning assigned thereto by Section 114 of the Act.

357
mm.

nn.

oo.

PP-

aq.

Ir.

ss.

tt.

uu.

XX.

yy:

ZL.

aaa.

bbb.

“Paid up” shall include the amount credited as paid up.

“Person” shall mean any natural person, sole proprietorship, partnership, company, body corporate,
governmental authority, joint venture, trust, association or other entity (whether registered or not and
whether or not having separate legal personality).

“Promoters” shall mean persons identified in accordance with the definition ascribed to such term in the
Companies Act, 2013 and the regulations prescribed by SEBL.

“Register of Members” shall mean the register of shareholders to be kept pursuant to Section 88 of the
Act.

“Registrar” shall mean the Registrar of Companies, from time to time having jurisdiction over the
Company.

“Rules” shall mean the rules made under the Act and notified from time to time.

“Seal” shall mean the common seal(s) for the time being of the Company.

“SEBI” shall mean the Securities and Exchange Board of India, constituted under the Securities and
Exchange Board of India Act, 1992.

“SEBI Listing Regulations” shall mean Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time.

“Secretary” shall mean a company secretary as defined in clause (c) of sub-section (1) of section 2 of the
Company Secretaries Act, 1980 who is appointed by a company to perform the functions of a company
secretary under the Act.

“Securities” shall mean any Equity Shares and/or any other securities, debentures, warrants or options
whether or not, directly or indirectly convertible into, or exercisable or exchangeable into or for Equity
Shares.

“Share Equivalents” shall mean any Debentures, preference shares, foreign currency convertible bonds,
floating rate notes, options (including options to be approved by theBoard (whether or not issued) pursuant
to an employee stock option plan) or warrants or other Securities or rights which are by their terms
convertible or exchangeable into Equity Shares.

“Shareholder” shall mean any shareholder of the Company, from time to time.

“Shareholders? Meeting” shall mean any meeting of the Shareholders of the Company, including
Annual General Meetings as well as Extraordinary General Meetings of the Shareholders of the Company,
convened from time to time in accordance with Law and the provisions of these Articles.

“Special Resolution” shall have the meaning assigned to it under Section 114 of the Act.

“Transfer” shall mean (i) any, direct or indirect, transfer or other disposition of any shares, securities
(including convertible securities), or voting interests or any interest therein, including, without limitation,
by operation of Law, by court order, by judicial process, or by foreclosure, levy or attachment; (ii) any,
direct or indirect, sale, assignment, gift, donation, redemption, conversion or other disposition of such
shares,securities (including convertible securities) or voting interests or any interest therein, pursuant to an
agreement, arrangement, instrument or understanding by which legal title to or beneficial ownership of
such shares, securities (including convertible securities) or voting interests or any interest therein passes
from one Person to anotherPerson or to the same Person in a different legal capacity, whether or not for
value; (iii)the granting of any security interest or encumbrance in, or extending or attaching to, such shares,

358
B.

cece.

securities (including convertible securities) or voting interests or any interest therein, and the word
“Transferred” shall be construed accordingly.

“Tribunal” shall mean the National Company Law Tribunal constituted under Section408 of the Act.

CONSTRUCTION

In these Articles (unless the context requires otherwise):

@)

@w)

 

(iv)

(vi)

(vii)

(viii)

(ix)

@&)

(xi)

References to a party shall, where the context permits, include such party’s respective successors, legal
heirs and permitted assigns.

The descriptive headings of Articles are inserted solely for convenience of reference and are not intended
as complete or accurate descriptions of content thereof and shall not be used to interpret the provisions of
these Articles and shall not affect the construction of these Articles.

References to articles and sub-articles are references to Articles and sub-articles of and to these Articles
unless otherwise stated and references to these Articles include references to the articles and sub-articles
herein.

Words importing the singular include the plural and vice versa, pronouns importing a gender include each
of the masculine, feminine and neuter genders, and where a word or phrase is defined, other parts of speech
and grammatical forms of that word or phrase shall have the corresponding meanings.

” “includes,” or “including” is used in these Articles, such words shall be
deemed to be followed by the words “without limitation”.

Wherever the words “include,

 

The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in these Articles mean
and refer to these Articles and not to any Article of these Articles, unless expressly stated otherwise.

Unless otherwise specified, time periods within or following which any payment is to be made or act is to
be done shall be calculated by excluding the day on which the period commences and including the day
on which the period ends and by extending the period to the next Business Day following if the last day
of such period is not a Business Day; and whenever any payment is to be made or action to be taken under
these Articles is required to be made or taken on a day other than a Business Day, such payment shall be
made or action taken on the next Business Day following.

A reference to a party being liable to another party, or to liability, includes, but is not limited to, any
liability in equity, contract or tort (including negligence).

Reference to statutory provisions shall be construed as meaning and including references also to any
amendment or re-enactment for the time being in force and to all statutory instruments or orders made
pursuant to such statutory provisions.

References made to any provision of the Act shall be construed as meaning and including the references
to the rules and regulations made in relation to the same by the MCA. The applicable provisions of the
Companies Act, 1956 shalll cease to have effect from the date on which the corresponding provisions under
the Companies Act, 2013 have been notified.

In the event any of the provisions of the Articles are contrary to the provisions of the Act and the Rules,
the provisions of the Act and Rules will prevail.

EXPRESSIONS IN THE ACT AND THESE ARTICLES

Save as aforesaid, any words or expressions defined in the Act or the Depositories Act or the SEBI Listing
Regulations, shall, as the case may be, if not inconsistent with the subject or context, bear the same meaning in these
Articles.

359
SHARE CAPITAL

iii.

vi.

vii.

viii.

xi.

The authorised Share Capital of the Company shall be as stated under Clause V of the Memorandum of
Association of the Company from time to time.

The Company has power, from time to time, to increase its authorised or issued and Paid-up Share Capital
in accordance with the Act, applicable Law and these Articles.

The Share Capital of the Company may be classified into shares with differential rights as to dividend, voting
or otherwise in accordance with the applicable provisions of the Act, Rules, and Law, from time to time.

Subject to Article 3(iii), all Equity Shares shall be of the same class and shall be alike in all respects and the
holders thereof shall be entitled to identical rights and privileges including without limitation to identical
rights and privileges with respect to dividends, voting rights, and distribution of assets in the event of
voluntary or involuntary liquidation, dissolution or winding up of the Company.

The Board may allot and issue shares of the Company as payment or part payment for any property purchased
by the Company or in respect of goods sold or transferred or machinery or appliances supplied or for services
rendered to the Company in or about the formation of the Company or the acquisition and/or in the conduct
of its business or for any goodwill provided to the Company; and any shares which may be so allotted may
be issued as fully/partly Paid up shares and if so issued shall be deemed as fully/partly Paid up shares.
However, the aforesaid shall be subject to the approval of shareholders under the relevant provisions of the
Act and Rules.

The amount payable on application on each share shall not be less than 5 per cent of the nominal value of the
share or, as may be specified by SEBI.

Nothing herein contained shall prevent the Directors from issuing fully Paid up shares either on payment of
the entire nominal value thereof in cash or in satisfaction of any outstanding debt or obligation of the
Company.

Except so far as otherwise provided by the conditions of issue or by these presents, any Capital raised by the
creation of new shares, shall be considered as part of the existing Capital and shall be subject to the provisions
herein contained with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer
and transmission, voting and otherwise.

All of the provisions of these Articles shall apply to the Shareholders.

Any application signed by or on behalf of an applicant for shares in the Company, followed by an allotment
of any shares therein, shall be an acceptance of shares within the meaning of these Articles and every person
who thus or otherwise accepts any shares and whose name is on the Register of Members shall for the
purposes of these Articles be a Shareholder.

The money, (if any), which the Board shall, on the allotment of any shares being made by them, require or
direct to be paid by way of deposit, call or otherwise, in respect of any shares allotted by them, shall
immediately on the insertion of the name of the allottee, in the Register of Members as the name of the holder
of such shares, become a debt due to and recoverable by the Company from the allottee thereof, and shall be
paid by him accordingly.

PREFERENCE SHARES

(a)

Redeemable Preference Shares

The Company, subject to the applicable provisions of the Act and the consent of the Board, shall have the
power to issue on a cumulative or non-cumulative basis, preference shares liable to be redeemed in any
manner permissible under the Act and the Directors may, subject to the applicable provisions of the Act,
exercise such power in any manner as they deem fit and provide for redemption of such shares on such
terms including the right to redeem at a premium or otherwise as they deem fit.

360
(b) Convertible Redeemable Preference Shares

The Company, subject to the applicable provisions of the Act and the consent of the Board, shall have
power to issue on a cumulative or non-cumulative basis convertible redeemable preference shares liable
to be redeemed in any manner permissible under the Act and the Directors may, subject to the applicable
provisions of the Act, exercise such power as they deem fit and provide for redemption at a premium or
otherwise and/or conversion of such shares into such Securities on such terms as they may deem fit.

PROVISIONS IN CASE OF PREFERENCE SHARES.
Upon the issue of preference shares pursuant to Article 6 above, the following provisions shall apply:

a) No such preference shares shall be redeemed except out of profits of the Company which would otherwise be
available for Dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption;

b) No such preference shares shall be redeemed unless they are fully paid;

©) The premium, if any, payable on redemption shall have been provided for out of the profits of the Company or
out of the Company’s securities premium account, before the preference shares are redeemed;

d) Where any such preference shares are proposed to be redeemed out of the profits of the Company, there shall,
out of such profits, be transferred, a sum equal to the nominal amount of the preference shares to be redeemed,
to a reserve, to be called the “Capital Redemption Reserve Account” and the applicable provisions of the Act
relating to the reduction of the Share Capital of the Company shall, except as provided by Section 55 of the
Act, apply as if the Capital Redemption Reserve Account were Paid up Share Capital of the Company;

e) The redemption of preference shares under this Article by the Company shall not be taken as reduction of Share
Capital;

f) The Capital Redemption Reserve Account may, notwithstanding anything in these Articles, be applied by the
Company, in paying up un-issued shares of the Company to be issued to the Shareholders as fully paid bonus
shares; and

g) Whenever the Company shall redeem any redeemable preference shares or cumulative convertible redeemable
preference shares, the Company shall, within 30 (thirty) days thereafter, give notice thereof to the Registrar of
Companies as required by Section 64 of the Act.

SHARE EQUIVALENT

The Company shall, subject to the applicable provisions of the Act, compliance with Law and the consent of the

Board, have the power to issue Share Equivalents on such terms and in such manner as the Board deems fit including

their conversion, repayment, and redemption whether at a premium or otherwise.

ADRS/ GDRS

The Company shall, subject to the applicable provisions of the Act, compliance with all Laws and the consent of the
Board, have the power to issue ADRs or GDRs on such terms and in such manner as the Board deems fit including
their conversion and repayment. Such terms may include at the discretion of the Board, limitations on voting by
holders of ADRs or GDRs, including without limitation, exercise of voting rights, in accordance with the directions
of the Board.

ALTERATION OF SHARE CAPITAL

Subject to these Articles and Section 61 of the Act, the Company may, by Ordinary Resolution in Shareholders
Meeting from time to time, alter the conditions of its Memorandum as follows, that is to say, it may:

a) increase its Share Capital by such amount as it thinks expedient;

361
10.

11.

12.

13.

14,

b) consolidate and divide all or any of its Share Capital into shares of larger or smaller amount than its existing
shares;

©) Provided that no consolidation and division which results in changes in the voting percentage of Shareholders
shall take effect umless it is approved by the Tribunal on an application made in the prescribed manner;

d) convert all or any of its fully Paid up shares into stock and reconvert that stock into fully Paid up shares of any
denomination;

e) _ sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum, so
however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on
each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;
and

f) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to
be taken by any Person, and diminish the amount of its Share Capital by the amount of the shares so cancelled.
A cancellation of shares in pursuance of these Articles shall not be deemed to be a reduction of Share Capital
within the meaning of the Act.

REDUCTION OF SHARE CAPITAL

The Company may, subject to the applicable provisions of the Act, from time to time, reduce its Capital, any capital
redemption reserve account and the securities premium account in any manner for the time being authorized by Law.
This Article is not to derogate any power the Company would have under Law, if it were omitted.

POWER OF COMPANY TO PURCHASE ITS OWN SECURITIES

Pursuant to a resolution of the Board or a Special Resolution of the Shareholders, as required under the Act, the
Company may purchase its own shares or other Securities, as may be specified by the Act read with the Rules made
thereunder from time to time, and as may be prescribed by the MCA or the SEBI, by way of a buy-back arrangement,
in accordance with Sections 68, 69 and 70 of the Act, the Rules and subject to compliance with the Law.

POWER TO MODIFY RIGHTS

Where, the Capital, is divided (unless otherwise provided by the terms of issue of the shares of that class) into
different classes of shares, all or any of the rights and privileges attached to each class may, subject to the provisions
of Section 48 of the Act and the Law, and whether or not the Company is being wound up, be modified, commuted,
affected or abrogated or dealt with by agreement between the Company and any Person purporting to contract on
behalf of that class, provided the same is effected with consent in writing and by way of a Special Resolution passed
at a separate meeting of the holders of the issued shares of that class. Subject to provisions of the Act and applicable
Law, all provisions hereafter contained as to Shareholders’ Meetings (including the provisions relating to quorum at
such meetings) shall mutatis mutandis apply to every such meeting.

BRANCH OFFICES

The Company shall have the power to establish one or more branch offices, in addition to the Office, in such places
at its Board may deem fit.

REGISTERS TO BE MAINTAINED BY THE COMPANY

(a) The Company shall, in terms of the provisions of Section 88 of the Act and the provisions of the
Depositories Act, cause to be kept the following registers in terms of the applicable provisions of the Act

i. A Register of Members indicating separately for each class of Equity Shares and preference shares
held by each Shareholder residing in or outside India;

ii, A register of Debenture holders; and

362
15.

iii.

(b)

©

A register of any other security holders.

The Company shall also be entitled to keep in any country outside India, a part of the registers referred
above, called “foreign register” containing names and particulars of the Shareholders, Debenture holders
or holders of other Securities or beneficial owners residing outside India.

The registers mentioned in this Article shall be kept and maintained in the manner prescribed under the
Companies (Management and Administration) Rules, 2014.

SHARES AND SHARE CERTIFICATES

a)

b)

°)

a)

e)

8)

h)

The Company shall issue, re-issue and issue duplicate share certificates in accordance with the provisions
of the Act and in the form and manner prescribed under the Companies (Share Capital and Debentures)
Rules, 2014.

A duplicate certificate of shares may be issued, if such certificate:

i is proved to have been lost or destroyed; or
ii, has been defaced, mutilated or torn and is surrendered to the Company.

The Company shall be entitled to dematerialize its existing shares, rematerialize its shares held in the
depository and/or to offer its fresh shares in a dematerialized form pursuant to the Depositories Act, and
the rules framed thereunder, if any.

A certificate, issued under the common seal of the Company, specifying the shares held by any Person
shall be prima facie evidence of the title of the Person to such shares. Where the shares are held in
depository form, the record of Depository shall be the prima facie evidence of the interest of the beneficial
owner,

If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof
for endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate
may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the
satisfaction of the Company and on execution of such indemnity as the Company deems adequate, being
given, a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed
certificate, within a period of 30 days from the receipt of such lodgement. Every certificate under the
Articles shall be issued without payment of fees if the Directors so decide, or on payment of such fees (not
exceeding Rupees two for each certificate) as the Directors shall prescribe. Provided that, no fee shall be
charged for issue of a new certificate in replacement of those which are old, defaced or worn out or where
there is no further space on the back thereof for endorsement of transfer.

Provided that notwithstanding what is stated above, the Directors shall comply with the applicable
provisions of the Act and Law.

The provisions of this Article shall mutatis mutandis apply to Debentures and other Securities of the
Company.

When a new share certificate has been issued in pursuance of sub-article (e) of this Article, it shall be in
the form and manner stated under the Companies (Share Capital and Debentures) Rules, 2014.

Where a new share certificate has been issued in pursuance of sub-articles (e) or (f) of this Article,
particulars of every such share certificate shall be entered in a Register of Renewed and Duplicate
Certificates maintained in the form and manner specified under the Companies (Share Capital and
Debentures) Rules, 2014.

All blank forms to be used for issue of share certificates shall be printed and the printing shall be done

only on the authority of a Resolution of the Board. The blank forms shall be consecutively machine-
numbered and the forms and the blocks, engravings, facsimiles and hues relating to the printing of such

363
k)

m)

n)

forms shall be kept in the custody of the Secretary or of such other person as the Board may authorize for
the purpose and the Secretary or the other person aforesaid shall be responsible for rendering an account
of these forms to the Board.

The Secretary shall be responsible for the maintenance, preservation and safe custody of all books and
documents relating to the issue of share certificates including the blank forms of the share certificate
referred to in sub-article (h) of this Article.

Alll books referred to in sub-article (i) of this Article, shall be preserved in the manner specified in the
Companies (Share Capital and Debentures) Rules, 2014.

The details in relation to any renewal or duplicate share certificates shall be entered into the register of
renewed and duplicate share certificates, as prescribed under the Companies (Share Capital and
Debentures) Rules, 2014.

If any Share stands in the names of 2 (two) or more Persons, the Person first named in the Register of
Members shall as regards receipt of Dividends or bonus, or service of notices and all or any other matters
connected with the Company except voting at meetings and the transfer of shares, be deemed the sole
holder thereof, but the joint holders of a share shall be severally as well as jointly liable for the payment
of all installments and calls due in respect of such shares, and for all incidents thereof according to these
Articles.

Except as ordered by a court of competent jurisdiction or as may be required by Law, the Company shall
be entitled to treat the Shareholder whose name appears on the Register of Members as the holder of such
share or whose name appears as the beneficial owner of shares in the records of the Depository, as the
absolute owner thereof and accordingly shall not be bound to recognise any benami, trust or equity or
equitable, contingent or other claim to or interest in such share on the part of any other Person whether or
not such Shareholder shall have express or implied notice thereof. The Board shall be entitled at their sole
discretion to register any shares in the joint names of any 2 (two) or more Persons or the survivor or
survivors of them.

16. SHARES AT THE DISPOSAL OF THE DIRECTORS

a)

b)

°)

Subject to the provisions of Section 62 and other applicable provisions of the Act, and these Articles, the
shares in the Capital of the Company for the time being (including any shares forming part of any increased
Capital of the Company) shall be under the control of the Board who may issue, allot or otherwise dispose
of the same or any of them to Persons in such proportion and on such terms and conditions and either at a
premium or at par or at discount (subject to compliance with Section 53 of the Act) at such time as they
may, from time to time, think fit, to give to any person or persons the option or right to call for any shares
either at par or premium or at a discount subject to the provisions of the Act during such time and for such
consideration as the Directors think fit, and may issue and allot Shares in the capital of the Company on
payment in full or part of any property sold and transferred or for any services rendered to the Company
in the conduct of its business and any shares which may be so allotted may be issued as fully paid up shares
and if so issued, shall be deemed to be fully paid up shares. Provided that option or right to call shares
shall not be given to any Person or Persons without the sanction of the Company in the Shareholders’
Meeting.

Subject to applicable Law, the Directors are hereby authorised to issue Equity Shares or Debentures
(whether or not convertible into Equity Shares) for offer and allotment to such of the officers, employees
and workers of the Company as the Directors may decide or the trustees of such trust as may be set up for
the benefit of the officers, employees and workers in accordance with the terms and conditions of such
scheme, plan or proposal as the Directors may formulate. Subject to the consent of the stock exchanges
and SEBI, the Directors may impose the condition that the Equity Shares or Debentures of the Company
so allotted shall not be transferable for a specified period.

If, by the conditions of allotment of any share, the whole or part of the amount thereof shall be payable by

installments, every such installment shall, when due, be paid to the Company by the person who, for the
time being, shall be the registered holder of the shares or by his Executor or Administrator.

364
Ti,

a)

iii.

iv.

Every Shareholder, or his heirs, Executors, or Administrators shall pay to the Company, the portion of the
Capital represented by his share or shares which may for the time being remain unpaid thereon in such
amounts at such time or times and in such manner as the Board shall from time to time in accordance with
the Articles require or fix for the payment thereof.

In accordance with Section 56 and other applicable provisions of the Act and the Rules:

i. Every Shareholder or allottee of shares shall be entitled without payment, to receive one or more
certificates specifying the name of the Person in whose favour it is issued, the shares to which it
relates and the amount paid up thereon. Such certificates shall be issued only in pursuance of a
resolution passed by the Board and on surrender to the Company of its letter of allotment or its
fractional coupon of requisite value, save in cases of issue of share certificates against letters of
acceptance or of renunciation, or in cases of issue of bonus shares. Such share certificates shall
also be issued in the event of consolidation or sub-division of shares of the Company. Every
such certificate shall be issued in the manner prescribed under Section 46 of the Act and the
Rules framed thereunder. Particulars of every share certificate issued shall be entered in the
Register of Members against the name of the Person, to whom it has been issued, indicating the
date of issue.

it. Every Shareholder shall be entitled, without payment, to one or more certificates, in marketable
lots, for all the shares of each class or denomination registered in his name, or if the Directors
sO approve (upon paying such fee as the Directors may from time to time determine) to several
certificates, each for one or more of such shares and the Company shall complete and have ready
for delivery such certificates within 2 (two) months from the date of allotment, or within 15
(fifteen) days of the receipt of instrument of transfer, sub-division, consolidation or renewal of
its shares as the case may be and for transmission requests for securities held in dematerialized
mode and physical mode must be processed within seven days and twenty one days respectively,
after receipt of the specified documents. Every certificate of shares shall be in the form and
manner as specified in Article 15 above and in respect of a share or shares held jointly by several
Persons, the Company shall not be bound to issue more than one certificate and delivery of a
certificate of shares to the first named joint holders shall be sufficient delivery to all such holders.
For any further certificate, the Board shall be entitled, but shall not be bound to prescribe a
charge not exceeding rupees two.

the Board may, at their absolute discretion, refuse any applications for the sub- division of share
certificates or debenture certificates, into denominations less than marketable lots except where
sub-division is required to be made to comply with any statutory provision or an order of a
competent court of law or at a request from a Shareholder or to convert holding of odd lot into
transferable/marketable lot.

A Director may sign a share certificate by affixing his signature thereon by means of any
machine, equipment or other mechanical means, such as engraving in metal or lithography, but
not by means of a rubber stamp, provided that the Director shall be responsible for the safe
custody of such machine, equipment or other material used for the purpose.

UNDERWRITING AND BROKERAGE

(@)

(b)
(3)

Subject to the applicable provisions of the Act, the Company may at any time pay a commission to any
Person in consideration of his subscribing or agreeing to subscribe or procuring or agreeing to procure
subscription, (whether absolutely or conditionally), for any shares or Debentures in the Company in
accordance with the provisions of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

The Company may also, on any issue of shares or Debentures, pay such brokerage as may be lawful.

The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or
partly in the one way and partly in the other.

365,
18.

CALLS.

(@)

(b)

©

@

()

(8)

(h)

Subject to the provisions of Section 49 of the Act, the Board may, from time to time, subject to the terms
on which any shares may have been issued and subject to the conditions of allotment, by a resolution
passed at a meeting of the Board, (and not by circular resolution), make such call as it thinks fit upon the
Shareholders in respect of all money unpaid on the shares held by them respectively and each Shareholder
shall pay the amount of every call so made on him to the Person or Persons and Shareholders and at the
times and places appointed by the Board. A call may be made payable by installments. Provided that the
Board shall not give the option or right to call on shares to any Person except with the sanction of the
Company in the Shareholders’ Meeting.

30 (thirty) days’ notice in writing at the least of every call (otherwise than on allotment) shall be given by
the Company specifying the time and place of payment and if payable to any Person other than the
Company, the name of the person to whom the call shall be paid, provided that before the time for payment
of such call, the Board may by notice in writing to the Shareholders revoke the same.

The Board may, when making a call by resolution, determine the date on which such call shall be deemed
to have been made, not being earlier than the date of resolution making such call and thereupon the call
shall be deemed to have been made on the date so determined and if no date is determined, the call shall
be deemed to have been made at the time when the resolution of the Board authorising such call was passed
and may be made payable by the Shareholders whose names appear on the Register of Members on such
date or at the discretion of the Board on such subsequent date as shall be fixed by the Board. A call may
be revoked or postponed at the discretion of the Board.

The joint holder of a share shall be jointly and severally liable to pay all instalments and calls due in respect
thereof.

The Board may, from time to time at its discretion, extend the time fixed for the payment of any call and
may extend such time as to all or any of the Shareholders who, from residence at a distance or other cause
the Board may deem fairly entitled to such extension; but no Shareholders shall be entitled to such
extension save as a matter of grace and favour.

If any Shareholder or allottee fails to pay the whole or any part of any call or installment, due from him
on the day appointed for payment thereof, or any such extension thereof as aforesaid, he shall be liable to
pay interest on the same from the day appointed for the payment thereof to the time of actual payment at
such rate as shall from time to time be fixed by the Board but nothing in this Article shall render it
obligatory for the Board to demand or recover any interest from any such Shareholder.

Any sum, which by the terms of issue of a share or otherwise, becomes payable on allotment or at any
fixed date or by installments at a fixed time whether on account of the nominal value of the share or by
way of premium shall for the purposes of these Articles be deemed to be a call duly made and payable on
the date on which by the terms of issue or otherwise the same became payable, and in case of non-payment,
all the relevant provisions of these Articles as to payment of call, interest, expenses, forfeiture or otherwise
shall apply as if such sum became payable by virtue of a call duly made and notified.

On the trial or hearing of any action or suit brought by the Company against any Shareholder or his legal
representatives for the recovery of any money claimed to be due to the Company in respect of his shares,
it shall be sufficient to prove that the name of the Shareholder in respect of whose shares the money is
sought to be recovered appears entered on the Register of Members as the holder, or one of the holders at
or subsequent to the date at which the money sought to be recovered is alleged to have become due on the
shares; that the resolution making the call is duly recorded in the minute book, and that notice of such call
was duly given to the Shareholder or his representatives so sued in pursuance of these Articles; and it shall
not be necessary to prove the appointment of the Directors who made such call nor that a quorum of
Directors was present at the Board at which any call was made, nor that the meeting at which any call was
made was duly convened or constituted nor any other matters whatsoever; but the proof of the matters
aforesaid shall be conclusive evidence of the debt.
19.

0)

(kK)

Q

Neither a judgment nor a decree in favour of the Company for calls or other money due in respect of any
share nor any part payment or satisfaction thereunder, nor the receipt by the Company of a portion of any
money which shall from time to time be due from any Shareholder to the Company in respect of his shares,
either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment
of any such money shall preclude the Company from thereafter proceeding to enforce a forfeiture of such
shares as hereinafter provided.

The Board may, if it thinks fit (subject to the provisions of Section 50 of the Act) agree to and receive
from any Shareholder willing to advance the same, the whole or any part of the money due upon the shares
held by him beyond the sums actually called up, and upon the amount so paid or satisfied in advance or so
much thereof as from time to time and at any time thereafter as exceeds the amount of the calls then made
upon and due in respect of the shares in respect of which such advance has been made, the Company may
pay interest, as the Shareholder paying such sum in advance and the Board agree upon, provided that the
money paid in advance of calls shall not confer a right to participate in profits or dividend. The Directors
may at any time repay the amount so advanced.

No Shareholder shall be entitled to voting rights in respect of the money (ies) so paid by him until the same
would but for such payment, become presently payable.

The provisions of these Articles shall mutatis mutandis apply to the calls on Debentures of the Company.

COMPANY’S LIEN:

On shares:

(@)

(b)

©

@

‘The Company shall have a first and paramount lien

@ on every share (not being a fully paid share), for all money (whether presently payable or not)
called, or payable at a fixed time, in respect of that share;

Provided that the Board may, at any time, declare any shares wholly or in part to be exempt from the
provisions of this Article.

Company’s lien, if any, on such partly paid shares, shall extend to all Dividends payable and bonuses
declared from time to time in respect of such shares.

Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company’s
lien, if any, on such shares. The fully Paid up shares shall be free from all lien and that in case of partly
paid shares, the Company’s lien shall be restricted to money called or payable at a fixed time in respect of
such shares.

For the purpose of enforcing such lien, the Board may sell the shares, subject thereto in such manner as
they shall think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such
shares and may authorise one of their Shareholders to execute and register the transfer thereof on behalf
of and in the name of any purchaser. The purchaser shall not be bound to see to the application of the
purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.

Provided that no sale shall be made:

@ unless a sum in respect of which the lien exists is presently payable; or

(ii) until the expiration of 14 days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable, has been given to

the registered holder for the time being of the share or the person entitled thereto by reason of
his death or insolvency.

367
20.

@)

The net proceeds of any such sale shall be received by the Company and applied in payment of such part
of the amount in respect of which the lien exists as is presently payable. The residue, if any, shall (subject
toa like lien for sums not presently payable as existed upon the shares before the sale) be paid to the Person
entitled to the shares at the date of the sale.

No Shareholder shall exercise any voting right in respect of any shares registered in his name on which
any calls or other sums presently payable by him have not been paid, or in regard to which the Company
has exercised any right of lien.

On Debentures:

(a)

(>)

@

@)

The Company shall have a first and paramount lien:

j@ on every Debenture (not being a fully paid Debenture), for all money (whether presently payable
or not) called, or payable at a fixed time, in respect of that Debenture;

Provided that the Board may, at any time, declare any Debentures wholly or in part to be exempt from the
provisions of this Article.

Company’s lien, if any, on the Debentures, shall extend to all interest and premium payable in respect of
such Debentures.

Unless otherwise agreed, the registration of a transfer of Debentures shall operate as a waiver of the
Company’s lien, if any, on such Debentures. The fully paid up Debentures shall be free from all lien and
that in case of partly paid Debentures, the Company’s lien shall be restricted to money called or payable
at a fixed price in respect of such Debentures.

For the purpose of enforcing such lien, the Board may sell the Debentures, subject thereto in such manner
as they shall think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such
Debentures and may authorize the debenture trustee acting as trustee for the holders of Debentures or one
of the holder of Debentures to execute and register the transfer thereof on behalf of and in the name of any
purchaser. The purchaser shall not be bound to see to the application of the purchase money, nor shall his
title to the Debentures be affected by any irregularity or invalidity in the proceedings in reference to the
sale.

Provided that no sale shalll be made:
@ unless a sum in respect of which the lien exists is presently payable; or

(ii) until the expiration of 14 days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable, has been given to
the registered holder for the time being of the Debenture or the Person entitled thereto by reason
of his death or insolvency.

The net proceeds of any such sale shall be received by the Company and applied in payment of such part
of the amount in respect of which the lien exists as is presently payable. The residue, if any, shall (subject
toa like lien for sums not presently payable as existed upon the Debentures before the sale) be paid to the
Person entitled to the Debentures at the date of the sale.

No holder of Debentures shall exercise any voting right in respect of any Debentures registered in his name
on which any calls or other sums presently payable by him have not been paid, or in regard to which the
Company has exercised any right of lien.

FORFEITURE OF SHARES

(@)

If any Shareholder fails to pay any call or installment or any part thereof or any money due in respect of
any shares either by way of principal or interest on or before the day appointed for the payment of the
same or any such extension thereof as aforesaid, the Board may, at any time thereafter, during such time

368
(>)

©

@

@)

(8)

(h)

@

@

as the call or installment or any part thereof or other money remain unpaid or a judgment or decree in
respect thereof remain unsatisfied, give notice to him or his legal representatives requiring him to pay the
same together with any interest that may have accrued and all expenses that may have been incurred by
the Company by reason of such non-payment.

The notice shall name a day, (not being less than 14 (fourteen) days from the date of the notice), and a
place or places on or before which such call or installment or such part or other money as aforesaid and
interest thereon, (at such rate as the Board shall determine and payable from the date on which such call
or installment ought to have been paid), and expenses as aforesaid are to be paid. The notice shall also
state that in the event of non-payment at or before the time and at the place appointed, the shares in respect
of which the call was made or installment is payable, will be liable to be forfeited.

If the requirements of any such notice as aforesaid are not be complied with, any share in respect of which
such notice has been given, may at any time, thereafter before payment of all calls, installments, other
money due in respect thereof, interest and expenses as required by the notice has been made, be forfeited
by a resolution of the Board to that effect. Such forfeiture shall include all Dividends declared or any other
money payable in respect of the forfeited share and not actually paid before the forfeiture subject to the
applicable provisions of the Act. There shall be no forfeiture of unclaimed Dividends before the claim
becomes barred by Law.

When any share shall have been so forfeited, notice of the forfeiture shall be given to the Shareholder on
whose name it stood immediately prior to the forfeiture or if any of his legal representatives or to any of
the Persons entitled to the shares by transmission, and an entry of the forfeiture with the date thereof, shall
forthwith be made in the Register of Members, but no forfeiture shall be in any manner invalidated by any
omission or neglect to give such notice or to make any such entry as aforesaid.

Any share so forfeited shall be deemed to be the property of the Company and may be sold; re-allotted, or
otherwise disposed of either to the original holder thereof or to any other Person upon such terms and in
such manner as the Board shall think fit.

Any Shareholder whose shares have been forfeited shall, notwithstanding the forfeiture, be liable to pay
and shall forthwith pay to the Company on demand all calls, installments, interest and expenses and other
money owing upon or in respect of such shares at the time of the forfeiture together with interest thereon
from the time of the forfeiture until payment at such rate as the Board may determine and the Board may
enforce, (if it thinks fit), payment thereof as if it were a new call made at the date of forfeiture.

The forfeiture of a share shall involve extinction at the time of the forfeiture of all interest in all claims
and demands against the Company, in respect of the share and all other rights incidental to the share,
except only such of these rights as by these Articles are expressly saved.

A duly verified declaration in writing that the declarant is a Director or Secretary of the Company and that
a share in the Company has been duly forfeited in accordance with these Articles on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as against all Persons claiming to be
entitled to the shares.

Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore
given, the Board may appoint some Person to execute an instrument of transfer of the shares sold and cause
the purchaser’s name to be entered in the Register of Members in respect of the shares sold and the
purchaser shall not be bound to see to the regularity of the proceedings, or to the application of the purchase
money, and after his name has been entered in the Register of Members in respect of such shares, the
validity of the sale shall not be impeached by any Person and the remedy of any Person aggrieved by the
sale shall be in damages only and against the Company exclusively.

Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate
or certificates originally issued in respect of the relevant shares shall, (unless the same shall on demand by
the Company have been previously surrendered to it by the defaulting Shareholder), stand cancelled and
become null and void and of no effect and the Board shall be entitled to issue a new certificate or
certificates in respect of the said shares to the Person or persons entitled thereto.

369
21.

22.

(kK)

The Board may, at any time, before any share so forfeited shall have been sold, re- allotted or otherwise
disposed of, annul the forfeiture thereof upon such conditions as it thinks fit.

FURTHER ISSUE OF SHARE CAPITAL

(a)

(b)

@

Where at any time, the Company proposes to increase its subscribed Capital by the issue of further shares,
such shares shall be offered—

@ to Persons who, at the date of the offer, are holders of Equity Shares of the Company in
proportion, as nearly as circumstances admit, to the Paid up Share Capital on those shares by
sending a letter of offer subject to the following conditions, namely:-

a; the offer shall be made by notice specifying the number of shares offered and limiting
a time not being less than 15 (fifteen) days and not exceeding 30 (thirty) days from the
date of the offer within which the offer, if not accepted, shall be deemed to have been
declined;

b. the offer aforesaid shall be deemed to include a right exercisable by the Person
concerned to renounce the shares offered to him or any of them in favour of any other
Person; and the notice referred to in clause a. above shall contain a statement of this
right;

i after the expiry of the time specified in the notice aforesaid, or on receipt of earlier
intimation from the Person to whom such notice is given that he declines to accept the
shares offered, the Board may dispose of them in such manner which is not
disadvantageous to the Shareholders and the Company;

(ii) to employees under a scheme of employees” stock option, subject to Special Resolution passed
by the Company and subject to the Rules and such other conditions, as may be prescribed under
Law; or

(ili) to any Persons, if it is authorised by a Special Resolution, whether or not those Persons include

the Persons referred to in clause (i) or clause (ii) above, either for cash or for a consideration
other than cash, if the price of such shares is determined by the valuation report of a registered
valuer, subject to the compliance with the applicable provisions of the Act and any other
conditions as may be prescribed under Law.

The notice referred to in sub-clause a. of clause (i) of sub-article (a) shall be dispatched through registered
post or speed post or through electronic mode to all the existing Shareholders at least 3 (three) days before
the opening of the issue.

Nothing in this Article shall apply to the increase of the subscribed Capital of a Company caused by the
exercise of an option as a term attached to the Debentures issued or loan raised by the Company to convert
such Debentures or loans into shares in the Company:

Provided that the terms of issue of such Debentures or loan containing such an option have been approved
before the issue of such Debentures or the raising of loan by a Special Resolution passed by the Company
in a Shareholders’ Meeting.

The provisions contained in this Article shall be subject to the provisions of Section 42 and Section 62 of
the Act, the Rules and the applicable provisions of the Act.

TRANSFER AND TRANSMISSION OF SHARES

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‘The Company shall maintain a “Register of Transfers” and shall have recorded therein fairly and distinctly
particulars of every transfer or transmission of any Share, Debenture or other Security held in a material
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In accordance with Section 56 of the Act, the Rules and such other conditions as may be prescribed under
Law, every instrument of transfer of shares held in physical form shall be in writing. In case of transfer of
shares where the Company has not issued any certificates and where the shares are held in dematerialized
form, the provisions of the Depositories Act shall apply.

(i) An application for the registration of a transfer of the shares in the Company may be made either by
the transferor or the transferee within the time frame prescribed under the Act.

(ii) Where the application is made by the transferor and relates to partly paid shares, the transfer
shall not be registered unless the Company gives notice of the application to the transferee in a
prescribed manner and the transferee communicates no objection to the transfer within 2 (two)
weeks from the receipt of the notice.

Every such instrument of transfer shall be executed by both, the transferor and the transferee and attested
and the transferor shall be deemed to remain the holder of such share until the name of the transferee shall
have been entered in the Register of Members in respect thereof.

The Board shall have power on giving not less than 7 (seven) days previous notice by advertisement in a
vernacular newspaper and in an English newspaper having wide circulation in the city, town or village in
which the Office of the Company is situated, and publishing the notice on the website as may be notified
by the Central Government and on the website of the Company, to close the transfer books, the Register
of Members and/or Register of Debenture-holders at such time or times and for such period or periods, not
exceeding 30 (thirty) days at a time and not exceeding in the aggregate 45 (forty-five) days in each year,
as it may deem expedient.

Subject to the provisions of Sections 58 and 59 of the Act, these Articles and other applicable provisions
of the Act or any other Law for the time being in force, the Board may, refuse to register the transfer of,
or the transmission by operation of law of the right to, any securities or interest of a Shareholder in the
Company. The Company shall, within 30 (thirty) days from the date on which the instrument of transfer,
or the intimation of such transmission, as the case may be, was delivered to the Company, send a notice
of refusal to the transferee and transferor or to the Person giving notice of such transmission, as the case
may be, giving reasons for such refusal.

Provided that, registration of a transfer shall not be refused on the ground of the transferor being either
alone or jointly with any other Person or Persons indebted to the Company on any account whatsoever.

Subject to the applicable provisions of the Act and these Articles, the Directors shall have the absolute and
uncontrolled discretion to refuse to register a Person entitled by transmission to any shares or his nominee
as if he were the transferee named in any ordinary transfer presented for registration, and shall not be
bound to give any reason for such refusal and in particular may also decline in respect of shares upon
which the Company has a lien.

 

Subject to the provisions of these Articles, any transfer of shares in whatever lot should not be refused,
though there would be no objection to the Company refusing to split a share certificate into several scripts
of any small denominations or, to consider a proposal for transfer of shares comprised in a share certificate
to several Shareholders, involving such splitting, if on the face of it such splitting/transfer appears to be
unreasonable or without a genuine need. The Company should not, therefore, refuse transfer of shares in
violation of the stock exchange listing requirements on the ground that the number of shares to be
transferred is less than any specified number.

In case of the death of any one or more Shareholders named in the Register of Members as the joint-holders
of any shares, the survivors shall be the only Shareholder or Shareholders recognized by the Company as
having any title to or interest in such shares, but nothing therein contained shall be taken to release the
estate of a deceased joint-holder from any liability on shares held by him jointly with any other Person.

The Executors or Administrators or holder of the succession certificate or the legal representatives of a
deceased Shareholder, (not being one of two or more joint-holders), shall be the only Shareholders

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recognized by the Company as having any title to the shares registered in the name of such Shareholder,
and the Company shall not be bound to recognize such Executors or Administrators or holders of
succession certificate or the legal representatives unless such Executors or Administrators or legal
representatives shall have first obtained probate or letters of administration or succession certificate, as the
case may be, from a duly constituted court in India, provided that the Board may in its absolute discretion
dispense with production of probate or letters of administration or succession certificate, upon such terms
as to indemnity or otherwise as the Board may in its absolute discretion deem fit and may under Article
22(a) of these Articles register the name of any Person who claims to be absolutely entitled to the shares
standing in the name of a deceased Shareholder, as a Shareholder.

The Board shall not knowingly issue or register a transfer of any share to a minor or insolvent or Person
of unsound mind, except fully paid shares through a legal guardian.

Subject to the provisions of Articles, any Person becoming entitled to shares in consequence of the death,
lunacy, bankruptcy of any Shareholder or Shareholders, or by any lawful means other than by a transfer in
accordance with these Articles, may with the consent of the Board, (which it shall not be under any
obligation to give), upon producing such evidence that he sustains the character in respect of which he
proposes to act under this Article, or of his title, as the Board thinks sufficient, either be registered himself
as the holder of the shares or elect to have some Person nominated by him and approved by the Board,
registered as such holder; provided nevertheless, that if such Person shall elect to have his nominee
registered, he shall testify the election by executing in favour of his nominee an instrument of transfer in
accordance with the provisions herein contained and until he does so, he shall not be freed from any
liability in respect of the shares.

A Person becoming entitled to a share by reason of the death or insolvency of a Shareholder shall be
entitled to the same Dividends and other advantages to which he would be entitled if he were the registered
holder of the shares, except that he shall not, before being registered as a Shareholder in respect of the
shares, be entitled to exercise any right conferred by membership in relation to meetings of the Company.

Provided that the Directors shall, at any time, give notice requiring any such Person to elect either to be
registered himself or to transfer the shares, and if such notice is not complied with within 90 (ninety) days,
the Directors may thereafter withhold payment of all Dividends, bonuses or other monies payable in
respect of the shares until the requirements of the notice have been complied with.

Every instrument of transfer shall be presented to the Company duly stamped for registration accompanied
by such evidence as the Board may require to prove the title of the transferor, his right to transfer the
shares. Every registered instrument of transfer shall remain in the custody of the Company until destroyed
by order of the Board.

Where any instrument of transfer of shares has been received by the Company for registration and the
transfer of such shares has not been registered by the Company for any reason whatsoever, the Company
shall transfer the Dividends in relation to such shares to a special account unless the Company is authorized
by the registered holder of such shares, in writing, to pay such Dividends to the transferee and will keep
in abeyance any offer of right shares and/or bonus shares in relation to such shares.

In case of transfer and transmission of shares or other marketable Securities where the Company has not
issued any certificates and where such shares or Securities are being held in any electronic and fungible
form in a Depository, the provisions of the Depositories Act shall apply.

Before the registration of a transfer, the certificate or certificates of the share or shares to be transferred
must be delivered to the Company along with a properly stamped and executed instrument of transfer in
accordance with the provisions of Section 56 of the Act.

No fee shall be payable to the Company, in respect of the registration of transfer or transmission of shares,
or for registration of any power of attorney, probate, letters of administration and succession certificate,
certificate of death or marriage or other similar documents, sub division and/or consolidation of shares and
Debentures and sub-divisions of letters of allotment, renounceable letters of right and split, consolidation,
renewal and genuine transfer receipts into denomination corresponding to the market unit of trading.

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The Company shall incur no liability or responsibility whatsoever in consequence of its registering or
giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof,
(as shown or appearing in the Register of Members), to the prejudice of a Person or Persons having or
claiming any equitable right, title or interest to or in the said shares, notwithstanding that the Company
may have had any notice of such equitable right, title or interest or notice prohibiting registration of such
transfer, and may have entered such notice or referred thereto, in any book of the Company and the
Company shall not be bound or required to regard or attend or give effect to any notice which may be
given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or
neglecting so to do, though it may have been entered or referred to in some book of the Company but the
Company shall nevertheless be at liberty to regard and attend to any such notice, and give effect thereto if
the Board shall so think fit.

The Company shall not register the transfer of its Securities in the name of the transferee(s) when the
transferor(s) objects to the transfer.

Provided that the transferor serves on the Company, within sixty working days of raising the objection, a
prohibitory order of a Court of competent jurisdiction.

The Board may delegate the power of transfer of Securities to a committee or to compliance officer or to
the registrar to an issue and/or share transfer agent(s)..

Provided that the delegated authority shall report on transfer of Securities to the Board in each meeting.
There shall be a common form of transfer in accordance with the Act and Rules.
The provision of these Articles shall be subject to the applicable provisions of the Act, the Rules and any

requirements of Law. Such provisions shall mutatis mutandis apply to the transfer or transmission by
operation of Law to other Securities of the Company.

DEMATERIALIZATION OF SECURITIES

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Dematerialization:

Notwithstanding anything contained in these Articles, and subject to the applicable provisions of the Act,
the Company shall be entitled to dematerialize its existing Securities, rematerialize its Securities held in
the Depositories and/or to offer its fresh Securities in a dematerialized form pursuant to the Depositories
‘Act, and the rules framed thereunder, if any.

Subject to the applicable provisions of the Act, instead of issuing or receiving certificates for the Securities,
as the case maybe, either the Company or the investor may exercise an option to issue, dematerialize, hold
the Securities (including shares) with a Depository in electronic form and the certificates in respect thereof
shall be dematerialized, in which event the rights and obligations of the parties concerned and matters
connected therewith or incidental thereto shall be governed by the provisions of the Depositories Act as
amended from time to time or any statutory modification thereto or re-enactment thereof.

Notwithstanding anything contained in these Articles to the contrary, in the event the Securities of the
Company are dematerialized, the Company shall issue appropriate instructions to the Depository not to
transfer the Securities of any Shareholder except in accordance with these Articles. The Company shall
cause the Promoters to direct their respective Depository participants not to accept any instruction slip or
delivery slip or other authorisation for transfer in contravention of these Articles.

If a Person opts to hold his Securities with a Depository, then notwithstanding anything to the contrary
contained in these Articles the Company shall intimate such Depository the details of allotment of the
Securities and on receipt of the information, the Depository shall enter in its record the name of the allottee

as the Beneficial Owner of the Securities.

Securities in Depositories to be in fungible form:

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All Securities held by a Depository shall be dematerialized and be held in fungible form. Nothing contained
in Sections 88, 89 and 186 of the Act shall apply to a Depository in respect of the Securities held by it on
behalf of the Beneficial Owners.

Rights of Depositories & Beneficial Owners:

Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository shall be
deemed to be the Registered Owner for the purposes of effecting transfer of ownership of Securities on
behalf of the Beneficial Owner.

Save as otherwise provided in (i) above, the Depository as the Registered Owner of the Securities shall
not have any voting rights or any other rights in respect of the Securities held by it.

Every Person holding shares of the Company and whose name is entered as the Beneficial Owner in the
records of the Depository shall be deemed to be a Shareholder of the Company.

‘The Beneficial Owner of Securities shall, in accordance with the provisions of these Articles and the Act,
be entitled to all the rights and subject to all the liabilities in respect of his Securities, which are held by a
Depository on their behalf.

Except as ordered by a court of competent jurisdiction or as may be required by Law required and subject
to the applicable provisions of the Act, the Company shall be entitled to treat the Person whose name
appears on the Register as the holder of any share or whose name appears as the Beneficial Owner of any
share in the records of the Depository as the absolute owner thereof and accordingly shall not be bound to
recognize any benami trust or equity, equitable contingent, future, partial interest, other claim to or interest
in respect of such shares or (except only as by these Articles otherwise expressly provided) any right in
respect of a share other than an absolute right thereto in accordance with these Articles, on the part of any
other Person whether or not it has expressed or implied notice thereof but the Board shall at their sole
discretion register any share in the joint names of any two or more Persons or the survivor or survivors of
them.

Register and Index of Beneficial Owners:

‘The Company shall cause to be kept a register and index of members with details of shares and Debentures
held in materialized and dematerialized forms in any media as may be permitted by Law including any
form of electronic media.

The register and index of Beneficial Owners maintained by a Depository under the Depositories Act shall
be deemed to be a register and index of members for the purposes of this Act. The Company shall have
the power to keep in any state or country outside India a register resident in that state or country.

Cancellation of Certificates upon surrender by Person:

Upon receipt of certificate of Securities on surrender by a Person who has entered into an agreement with
the Depository through a participant, the Company shall cancel such certificates and shall substitute in its
record, the name of the Depository as the registered owner in respect of the said Securities and shall also
inform the Depository accordingly.

Service of Documents:

Notwithstanding anything contained in the Act or these Articles to the contrary, where Securities are held
ina Depository, the records of the beneficial ownership may be served by such Depository on the Company

by means of electronic mode or by delivery of floppies or discs.

Transfer of Securities:

 

374
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(i) Nothing contained in Section 56 of the Act or these Articles shall apply to a transfer of Securities
effected by transferor and transferee both of whom are entered as Beneficial Owners in the
records of a Depository.

(ii) In the case of transfer or transmission of shares or other marketable Securities where the
Company has not issued any certificates and where such shares or Securities are being held in
any electronic or fungible form in a Depository, the provisions of the Depositories Act shall
apply.

Allotment of Securities dealt with in a Depository:

Notwithstanding anything in the Act or these Articles, where Securities are dealt with by a Depository, the
Company shall intimate the details of allotment of relevant Securities thereof to the Depository
immediately on allotment of such Securities.

Certificate Number and other details of Securities in Depository:

Nothing contained in the Act or these Articles regarding the necessity of having certificate
number/distinctive numbers for Securities issued by the Company shall apply to Securities held with a
Depository.

Register and Index of Beneficial Owners:

‘The Register and Index of Beneficial Owners maintained by a Depository under the Depositories Act, shall
be deemed to be the Register and Index (if applicable) of Shareholders and Security-holders for the
purposes of these Articles,

Provisions of Articles to apply to Shares held in Depository:

Except as specifically provided in these Articles, the provisions relating to joint holders of shares, calls,
lien on shares, forfeiture of shares and transfer and transmission of shares shall be applicable to shares
held in Depository so far as they apply to shares held in physical form subject to the provisions of the
Depositories Act.

Depository to furnish information:

Every Depository shall furnish to the Company information about the transfer of Securities in the name of
the Beneficial Owner at such intervals and in such manner as may be specified by Law and the Company
in that behalf.

Option to opt out in respect of any such Security:

If a Beneficial Owner seeks to opt out of a Depository in respect of any Security, he shall inform the
Depository accordingly. The Depository shall on receipt of such information make appropriate entries in
its records and shall inform the Company. The Company shall within 30 (thirty) days of the receipt of
intimation from a Depository and on fulfillment of such conditions and on payment of such fees as may
be specified by the regulations, issue the certificate of Securities to the Beneficial Owner or the transferee
as the case may be.

Overriding effect of this Article:

Provisions of this Article will have full effect and force not withstanding anything to the contrary or
inconsistent contained in any other Articles.

24, NOMINATION BY SECURITIES HOLDERS

(a)

Every holder of Securities of the Company may, at any time, nominate, in the manner prescribed under
the Companies (Share Capital and Debentures) Rules, 2014, a Person as his nominee in whom the

375
25.

26.

27.

28.

Securities of the Company held by him shall vest in the event of his death.

(b) Where the Securities of the Company are held by more than one Person jointly, the joint holders may
together nominate, in the manner prescribed under the Companies (Share Capital and Debentures) Rules,
2014, a Person as their nominee in whom all the rights in the Securities Company shall vest in the event
of death of all the joint holders.

(c) Notwithstanding anything contained in any other Law for the time being in force or in any disposition,
whether testamentary or otherwise, in respect of the Securities of the Company, where a nomination made
in the manner prescribed under the Companies (Share Capital and Debentures) Rules, 2014, purports to
confer on any Person the right to vest the Securities of the Company, the nominee shall, on the death of
the holder of Securities of the Company or, as the case may be, on the death of the joint holders become
entitled to all the rights in Securities of the holder or, as the case may be, of all the joint holders, in relation
to such Securities of the Company to the exclusion of all other Persons, unless the nomination is varied or
cancelled in the prescribed manner under the Companies (Share Capital and Debentures) Rules, 2014.

(a) Where the nominee is a minor, the holder of the Securities concerned, can make the nomination to appoint
in prescribed manner under the Companies (Share Capital and Debentures) Rules, 2014, any Person to
become entitled to the Securities of the Company in the event of his death, during the minority.

() ‘The transmission of Securities of the Company by the holders of such Securities and transfer in case of
nomination shall be subject to and in accordance with the provisions of the Companies (Share Capital and
Debentures) Rules, 2014.

NOMINATION FOR FIXED DEPOSITS

A depositor (who shall be the member of the Company) may, at any time, make a nomination and the provisions of
Section 72 of the Act shall, as far as may be, apply to the nominations made in relation to the deposits made subject
to the provisions of the Rules as may be prescribed in this regard.

NOMINATION IN CERTAIN OTHER CASES

Subject to the applicable provisions of the Act and these Articles, any Person becoming entitled to Securities in
consequence of the death, lunacy, bankruptcy or insolvency of any holder of Securities, or by any lawful means other
than by a transfer in accordance with these Articles, may, with the consent of the Board (which it shall not be under
any obligation to give), upon producing such evidence that he sustains the character in respect of which he proposes
to act under this Article or of such title as the Board thinks sufficient, either be registered himself as the holder of
the Securities or elect to have some Person nominated by him and approved by the Board registered as such holder;
provided nevertheless that, if such Person shall elect to have his nominee registered, he shall testify the election by
executing in favour of his nominee an instrument of transfer in accordance with the provisions herein contained and
until he does so, he shall not be freed from any liability in respect of the Securities.

COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO SHAREHOLDERS

Copies of the Memorandum and Articles of Association of the Company and other documents referred to in Section
17 of the Act shall be sent by the Company to every Shareholder at his request within 7 (seven) days of the request
on payment of such sum as prescribed under the Companies (Incorporation) Rules, 2014.

BORROWING POWERS

(a) Subject to the provisions of Sections 73, 179 and 180, and other applicable provisions of the Act and these
Articles, the Board may, from time to time, at its discretion by resolution passed at the meeting of a Board:

tb accept or renew deposits from Shareholders;
ii, borrow money by way of issuance of Debentures;
ili, borrow money otherwise than on Debentures;

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iv. accept deposits from Shareholders either in advance of calls or otherwise; and

v. generally raise or borrow or secure the payment of any sum or sums of money for the purposes
of the Company.

Provided, however, that where the money to be borrowed together with the money already borrowed (apart
from temporary loans obtained from the Company’s bankers in the ordinary course of business) exceed
the aggregate of the Paid-up Capital, free reserves and securities premium of the Company, the Board shall
not borrow such money without the consent of the Company by way of a Special Resolution in a
Shareholders’ Meeting.

Subject to the provisions of these Articles, the payment or repayment of money borrowed as aforesaid may
be secured in such manner and upon such terms and conditions in all respects as the resolution of the Board
shall prescribe including by the issue of bonds, perpetual or redeemable Debentures or debenture—stock,
or any mortgage, charge, hypothecation, pledge, lien or other security on the undertaking of the whole or
any part of the property of the Company, both present and future. Provided however that the Board shall
not, except with the consent of the Company by way of a Special Resolution in Shareholders’ Meeting
mortgage, charge or otherwise encumber, the Company’s uncalled Capital for the time being or any part
thereof and Debentures and other Securities may be assignable free from any equities between the
Company and the Person to whom the same may be issued.

Any bonds, Debentures, debenture-stock or other Securities may if permissible in Law be issued at a
discount, premium or otherwise by the Company and shall with the consent of the Board be issued upon
such terms and conditions and in such manner and for such consideration as the Board shall consider to be
for the benefit of the Company, and on the condition that they or any part of them may be convertible into
Equity Shares of any denomination, and with any privileges and conditions as to the redemption, surrender,
allotment of shares, appointment of Directors or otherwise. Provided that Debentures with rights to
allotment of or conversion into Equity Shares shall not be issued except with, the sanction of the Company
in Shareholders’ Meeting accorded by a Special Resolution.

Subject to the applicable provisions of the Act and these Articles, if any uncalled Capital of the Company
is included in or charged by any mortgage or other security, the Board shall make calls on the Shareholders
in respect of such uncalled Capital in trust for the Person in whose favour such mortgage or security is
executed, or if permitted by the Act, may by instrument under seal authorize the Person in whose favour
such mortgage or security is executed or any other Person in trust for him to make calls on the Shareholders
in respect of such uncalled Capital and the provisions hereinafter contained in regard to calls shall mutatis
mutandis apply to calls made under such authority and such authority may be made exercisable either
conditionally or unconditionally or either presently or contingently and either to the exclusion of the
Board’s power or otherwise and shall be assignable if expressed so to be.

The Board shall cause a proper Register to be kept in accordance with the provisions of Section 85 of the
Act of all mortgages, Debentures and charges specifically affecting the property of the Company; and shall
cause the requirements of the relevant provisions of the Act in that behalf to be duly complied with within
the time prescribed under the Act or such extensions thereof as may be permitted under the Act, as the
case may be, so far as they are required to be complied with by the Board.

Any capital required by the Company for its working capital and other capital funding requirements may
be obtained in such form as decided by the Board from time to time.

The Company shall also comply with the provisions of the Companies (Registration of Charges) Rules,
2014 in relation to the creation and registration of aforesaid charges by the Company.

SHARE WARRANTS

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‘The Company may issue share warrants subject to, and in accordance with, the provisions of Sections 114
and 115 of the Companies Act, 1956; and accordingly the Board may in its discretion, with respect to any
Share which is fully Paid-up, on application in writing signed by the Persons registered as holder of the
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Share, and authenticated by such evidence (if any) as the Board may, from time to time, require as to the
identity of the Person signing the application, and on receiving the certificate (if any) of the Share, and the
amount of the stamp duty on the warrant and such fee as the Board may from time to time require, issue a
share warrant.

(i) The bearer of a share warrant may at any time deposit the warrant at the Office of the Company, and so
long as the warrant remains so deposited, the depositor shall have the same right of signing a requisition
for calling a meeting of the Company, and of attending, and voting and exercising the other privileges of
a Shareholder at any meeting held after the expiry of 2 (two) clear days from the time of deposit, as if his
name were inserted in the Register of Members as the holder of the Share included in the deposited warrant.

(ii) Not more than one person shall be recognised as depositor of the share warrant.
(iii) The Company shall, on 2 (two) days’ written notice, return the deposited share warrant to the
depositor.

(i) Subject as herein otherwise expressly provided, no person shall, as bearer of a share warrant, sign a
requisition for calling a meeting of the Company, or attend, or vote or exercise any other privileges of a
Shareholder at a meeting of the Company, or be entitled to receive any notices from the Company.

(ii) The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages
as if he were named in the Register of Members as the Shareholder included in the warrant, and he shall
be a Shareholder of the Company.

The Board may, from time to time, make rules as to the terms on which (if it shall think fit) a new share
‘warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction.

The provisions contained under this Article shall cease to have effect post the notification of section 465
of the Act which shall repeal the provisions of Companies Act, 1956.

CONVERSION OF SHARES INTO STOCK AND RECONVERSION

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The Company in Shareholders’ Meeting may, by Ordinary Resolution, convert any Paid-up shares into
stock and when any shares shall have been converted into stock, the several holders of such stock may
henceforth transfer their respective interest therein, or any part of such interests, in the same manner and
subject to the same regulations as those subject to which shares from which the stock arose might have
been transferred, if no such conversion had taken place or as near thereto as circumstances will admit. The
Company may, by an Ordinary Resolution, at any time reconvert any stock into Paid-up shares of any
denomination. Provided that the Board may, from time to time, fix the minimum amount of stock
transferable, so however such minimum shall not exceed the nominal account from which the stock arose.

The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges
and advantages as regards Dividends, voting at meetings of the Company, and other matters, as if they
held the shares from which the stock arose, but no such privileges or advantages, (except participation in
the Dividends and profits of the Company and in the assets on winding-up), shall be conferred by an
amount of stock which would not, if existing in shares, have conferred that privilege or advantage.

Where the shares are converted into stock, such of the Articles as are applicable to paid- up shares shall
apply to stock and the words “share” and “shareholder” in those regulations shall include “stock” and
“stock -holder” respectively.

ANNUAL GENERAL MEETING

In accordance with the provisions of the Act, the Company shall in each year hold a General Meeting specified as
its Annual General Meeting and shall specify the meeting as such in the notices convening such meetings. Further,
not more than 15 (fifteen) months gap shall exist between the date of one Annual General Meeting and the date of
the next. All General Meetings other than Annual General Meetings shall be Extraordinary General Meetings.

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32. WHEN ANNUAL GENERAL MEETING TO BE HELD

Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the Registrar under
the provisions of Section 96(1) of the Act to extend the time within which any Annual General Meeting may be held.

ao: ‘VENUE, DAY AND TIME FOR HOLDING ANNUAL GENERAL MEETING

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Every Annual General Meeting shall be called during business hours, that is, between 9 A.M. and 6 P.M.
on a day that is not a national holiday, and shall be held at the Office of the Company or at some other
place within the city, town or village in which the Office of the Company is situated, as the Board may
determine and the notices calling the Meeting shall specify it as the Annual General Meeting.

Every Shareholder of the Company shall be entitled to attend the Annual General Meeting either in person
or by proxy and the Auditor of the Company shall have the right to attend and to be heard at any General
Meeting which he attends on any part of the business which concerns him as Auditor. At every Annual
General Meeting of the Company there shall be laid on the table, the Directors’ Report and Audited
Statement of Accounts, Auditors’ Report, (if not already incorporated in the Audited Statement of
Accounts), the proxy Register with proxies and the Register of Directors’ shareholdings which latter
Register shall remain open and accessible during the continuance of the Meeting. The Board shall cause
to be prepared the Annual Return and forward the same to the concerned Registrar of Companies, in
accordance with Sections 92 and 137 of the Act. The Directors are also entitled to attend the Annual
General Meeting.

34, NOTICE OF SHAREHOLDERS’ MEETINGS

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Number of days’ notice of Shareholders’ Meeting to be given: A Shareholders’ Meeting of the Company
may be called by giving not less than 21 (twenty one) days clear notice in writing or in electronic mode,
excluding the day on which notice is served or deemed to be served (i.e., on expiry of 48 (forty eight)
hours after the letter containing the same is posted). However, a Shareholders’ Meeting may be called after
giving shorter notice if consent is given in writing or by electronic mode by not less than 95 (ninety five)
percent of the Shareholders entitled to vote at that meeting.

The notice of every meeting shall be given to:

(a) every Shareholder, legal representative of any deceased Shareholder or the assignee of an
insolvent member of the Company,

(b) Auditor or Auditors of the Company, and

© all Directors.

Notice of meeting to specify place, etc., and to contain statement of business: Notice of every meeting of
the Company shall specify the place, date, day and hour of the meeting, and shall contain a statement of
the business to be transacted thereat shall be given in the manner prescribed under Section 102 of the Act.

Contents and manner of service of notice and Persons on whom it is to be served: Every notice may be
served by the Company on any Shareholder thereof either personally or by sending it by post to their/its
registered address in India and if there be no registered address in India, to the address supplied by the
Shareholder to the Company for giving the notice to the Shareholder.

Special Business: Subject to the applicable provisions of the Act, where any items of business to be
transacted at the meeting are deemed to be special, there shall be annexed to the notice of the meeting a
statement setting out all material facts concerning each item of business including any particular nature of
the concern or interest if any therein of every Director or manager (as defined under the provisions of the
Act), if any or key managerial personnel (as defined under the provisions of the Act) or the relatives of
any of the aforesaid and where any item of special business relates to or affects any other company, the
extent of shareholding interest in that other company of every Director or manager (as defined under the
provisions of the Act), if any or key managerial personnel (as defined under the provisions of the Act) or
the relatives of any of the aforesaid of the first mentioned company shall also be set out in the statement if
the extent of such interest is not less than 2 per cent of the paid up share capital of that other company. All

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(8)

(h)

business transacted at any meeting of the Company shall be deemed to be special and all business
transacted at the Annual General Meeting of the Company with the exception of the business specified in
Section 102 of the Act shall be deemed to be special.

Resolution requiring Special Notice: With regard to resolutions in respect of which special notice is
required to be given by the Act, a special notice shall be given as required by Section 115 of the Act.

Notice of Adjourned Meeting when necessary: When a meeting is adjourned for 30 (thirty) days or more,
notice of the adjourned meeting shall be given as in the case of an original meeting in accordance with the
applicable provisions of the Act.

Notice when not necessary: Save as aforesaid, and as provided in Section 103 of the Act, it shall not be
necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

The notice of the Shareholders’ Meeting shall comply with the provisions of Companies (Management
and Administration) Rules, 2014.

REQUISITION OF EXTRAORDINARY GENERAL MEETING

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The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a
requisition received from such number of Shareholders who hold, on the date of receipt of the requisition,
not less than one-tenth of such of the Paid up Share Capital of the Company as on that date carries the
right of voting and such meeting shall be held at the Office or at such place and at such time as the Board
thinks fit.

Any valid requisition so made by Shareholders must state the object or objects of the meeting proposed to
be called, and must be signed by the requisitionists and be deposited at the Office; provided that such
requisition may consist of several documents in like form each signed by one or more requisitionists.

Upon the receipt of any such valid requisition, the Board shall forthwith call an Extraordinary General
Meeting and if they do not proceed within 21 (twenty-one) days from the date of the requisition being
deposited at the Office to cause a meeting to be called on a day not later than 45 (forty-five) days from the
date of deposit of the requisition, the requisitionists or such of their number as represent either a majority
in value of the Paid up Share Capital held by all of them or not less than one-tenth of such of the Paid-up
Share Capital of the Company as is referred to in Section 100 of the Act, whichever is less, may themselves
call the meeting, but in either case any meeting so called shall be held within three months from the date
of the delivery of the requisition as aforesaid.

Any meeting called under the foregoing sub-articles by the requisitionists, shall be called in the same
manner, as nearly as possible, as that in which a meeting is to be called by the Board.

The accidental omission to give any such notice as aforesaid to any of the Shareholders, or the non-receipt
thereof, shall not invalidate any resolution passed at any such meeting.

No General Meeting, Annual or Extraordinary, shall be competent to enter into, discuss or transact any
business which has not been mentioned in the notice or notices by which it was convened.

The Extraordinary General Meeting called under this Article shall be subject to and in accordance with the
provisions contained under the Companies (Management and Administration) Rules, 2014.

NO BUSINESS TO BE TRANSACTED IN SHAREHOLDERS’ MEETING IF QUORUM IS NOT
PRESENT

The quorum for the Shareholders’ Meeting shall be in accordance with Section 103 of the Act. Subject to the
provisions of Section 103(2) of the Act, if such a quorum is not present within half an hour from the time set for the
Shareholders’ Meeting, the Shareholders’ Meeting shall be adjourned to the same time and place or to such other
date and such other time and place as the Board may determine and the agenda for the adjourned Shareholders”
Meeting shall remain the same. If at such adjourned meeting also, a quorum is not present, at the expiration of half

380,
37.

38.

39.

an hour from the time appointed for holding the meeting, the members present shall be a quorum, and may transact
the business for which the meeting was called.

CHAIRMAN OF THE SHAREHOLDERS’ MEETING

The Chairman of the Board shall be entitled to take the Chair at every Shareholders’ Meeting, whether Annual or
Extraordinary. If there is no such Chairman of the Board or if at any meeting he shall not be present within fifteen
minutes of the time appointed for holding such meeting or if he is unable or unwilling to take the Chair, then the
Directors present shall elect one of them as Chairman. If no Director is present or if all the Directors present decline
to take the Chair, then the Shareholders present shall elect, on a show of hands or on a poll if properly demanded,
one of their member to be the Chairman of the meeting. No business shall be discussed at any Shareholders’ Meeting
except the election of a Chairman while the Chair is vacant.

CHAIRMAN CAN ADJOURN THE SHAREHOLDERS’ MEETING

The Chairman may, with the consent given in the meeting at which a quorum is present (and if so directed by the
meeting) adjourn the Shareholders’ Meeting from time to time and from place to place within the city, town or
village in which the Office of the Company is situate but no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which the adjournment took place.

QUESTIONS AT SHAREHOLDERS’ MEETING HOW DECIDED

(a) At any Shareholders’ Meeting, a resolution put to the vote of the Shareholders’ Meeting shall, unless a
poll is demanded, be decided by a show of hands. Before or on the declaration of the result of the voting
on any resolution by a show of hands, a poll may be carried out in accordance with the applicable
provisions of the Act or the voting is carried out electronically. Unless a poll is demanded, a declaration
by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously, or by a
particular majority, or lost and an entry to that effect in the Minute Book of the Company shall be
conclusive evidence of the fact, of passing of such resolution or otherwise.

(b) In the case of equal votes, the Chairman shall both on a show of hands and at a poll, (if any), have a casting
vote in addition to the vote or votes to which he may be entitled as a Shareholder.

© If a poll is demanded as aforesaid, the same shall subject to anything stated in these Articles be taken at
such time, (not later than forty-eight hours from the time when the demand was made), and place within
the City, Town or Village in which the Office of the Company is situate and either by a show of hands or
by ballot or by postal ballot, as the Chairman shall direct and either at once or after an interval or
adjournment, or otherwise and the result of the poll shall be deemed to be the decision of the meeting at
which the poll was demanded. Any business other than that upon which a poll has been demanded may be
proceeded with, pending the taking of the poll. The demand for a poll may be withdrawn at any time by
the Person or Persons who made the demand.

@ Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutinizers to scrutinise the
votes given on the poll and to report thereon to him. One of the scrutinizers so appointed shall always be
a Shareholder, (not being an officer or employee of the Company), present at the meeting provided such a
Shareholder is available and willing to be appointed. The Chairman shall have power at any time before
the result of the poll is declared, to remove a scrutinizer from office and fill vacancies in the office of
scrutinizer arising from such removal or from any other cause.

() Any poll duly demanded on the election of a Chairman of a meeting or any question of adjournment, shall
be taken at the meeting forthwith. A poll demanded on any other question shall be taken at such time not
later than 48 hours from the time of demand, as the Chairman of the meeting directs.

t) The demand for a poll except on the question of the election of the Chairman and of an adjournment shall

not prevent the continuance of a meeting for the transaction of any business other than the question on
which the poll has been demanded.

381
40.

41.

(8)

(h)

No report of the proceedings of any Shareholders’ Meeting of the Company shall be circulated or
advertised at the expense of the Company unless it includes the matters required by these Articles or
Section 118 of the Act to be contained in the Minutes of the proceedings of such meeting.

The Shareholders will do nothing to prevent the taking of any action by the Company or act contrary to or
with the intent to evade or defeat the terms as contained in these Articles.

PASSING RESOLUTIONS BY POSTAL BALLOT

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(b)

Notwithstanding any of the provisions of these Articles, the Company may, and in the case of resolutions
relating to such business as notified under the Companies (Management and Administration) Rules, 2014,
as amended, or other Law required to be passed by postal ballot, shall get any resolution passed by means
of a postal ballot, instead of transacting the business in the Shareholders’ Meeting of the Company. Also,
the Company may, in respect of any item of business other than ordinary business and any business in
respect of which Directors or Auditors have a right to be heard at any meeting, transact the same by way
of postal ballot.

Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the
procedures as prescribed under Section 110 of the Act and the Companies (Management and
Administration) Rules, 2014, as amended from time and applicable Law.

VOTES OF SHAREHOLDERS

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No Shareholder shall be entitled to vote either personally or by proxy at any Shareholders’ Meeting or
meeting of a class of Shareholders either upon a show of hands or upon a poll in respect of any shares
registered in his name on which calls or other sums presently payable by him have not been paid or in
regard to which the Company has exercised any right of lien.

No shareholder shall be entitled to vote at a Shareholders’ Meeting unless all calls or other sums presently
payable by him have been paid, or in regard to which the Company has lien and has exercised any right of
lien.

Subject to the provisions of these Articles, without prejudice to any special privilege or restrictions as to
voting for the time being attached to any class of shares for the time being forming a part of the Capital of
the Company, every Shareholder not disqualified by the last preceding Article, shall be entitled to be
present, and to speak and vote at such meeting, and on a show of hands, every Shareholder present in
person shall have one vote and upon a poll, the voting right of such Shareholder present, either in person
or by proxy, shall be in proportion to his share of the Paid Up Share Capital of the Company held alone or
jointly with any other Person or Persons.

Provided however, if any Shareholder holding preference shares be present at any meeting of the
Company, save as provided in Section 47(2) of the Act, he shall have a right to vote only on resolutions
placed before the Meeting, which directly affect the rights attached to his preference shares.

On a poll taken at a meeting of the Company, a Shareholder entitled to more than one vote, or his proxy,
or any other Person entitled to vote for him (as the case may be), need not, if he votes, use or cast all his
votes in the same way.

‘A Shareholder of unsound mind or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, through a committee or through
his legal guardian; and any such committee or guardian may, on a poll vote by proxy. If any Shareholder
be a minor his vote in respect of his Share(s) shall be exercised by his guardian(s), who may be selected
(in case of dispute) by the Chairman of the meeting.

If there be joint registered holders of any shares, any one of such Persons may vote at any meeting or may
appoint another Person, (whether a Shareholder or not) as his proxy in respect of such shares, as if he were
solely entitled thereto; but the proxy so appointed shall not have any right to speak at the meeting and if
more than one of such joint-holders be present at any meeting, then one of the said Persons so present

382
(8)

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whose name stands higher in the Register of Members shall alone be entitled to speak and to vote in respect
of such shares, but the other joint- holders shalll be entitled to be present at the meeting. Several Executors
or Administrators of a deceased Shareholder in whose name shares stand shall for the purpose of these
Articles be deemed joint-holders thereof.

Subject to the provision of these Articles, votes may be given personally or by an attorney or by proxy. A
body corporate, whether or not a Company within the meaning of the Act, being a Shareholder may vote
either by a proxy or by a representative duly authorised in accordance with Section 113 of the Act and
such representative shall be entitled to exercise the same rights and powers, (including the right to vote by
proxy), on behalf of the body corporate which he represents as that body could have exercised if it were
an individual Shareholder.

Any Person entitled to transfer any shares of the Company may vote at any Shareholders’ Meeting in
respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-
eight hours at least before the time of holding the meeting or adjourned meeting, as the case may be, at
which he proposes to vote, he shall satisfy the Board of his right to such shares and give such indemnity
(if any) as the Board may require unless the Board shall have previously admitted his right to vote at such
meeting in respect thereof.

Every proxy, (whether a Shareholder or not), shall be appointed in writing under the hand of the appointer
or his attorney, or if such appointer is a corporation under the Common Seal of such corporation or be
signed by an officer or an attorney duly authorised by it, and any committee or guardian may appoint
proxy. The proxy so appointed shall not have any right to speak at a meeting.

An instrument of proxy may appoint a proxy either for (i) the purposes of a particular meeting (as specified
in the instrument) or (ii) for any adjournment thereof or (iii) it may appoint a proxy for the purposes of
every meeting of the Company, or (iv) of every meeting to be held before a date specified in the instrument
for every adjournment of any such meeting.

A Shareholder present by proxy shall be entitled to vote only on a poll.

An instrument appointing a proxy and a power of attorney or other authority (including by way of a Board
Resolution, (if any),) under which it is signed or a notarially certified copy of that power or authority or
resolution as the case may be, shall be deposited at the Office not later than forty-eight hours before the
time for holding the meeting at which the Person named in the instrument proposes to vote and in default
the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after
the expiration of 12 months from the date of its execution. An attorney shall not be entitled to vote unless
the power of attorney or other instrument or resolution as the case may be appointing him or a notarially
certified copy thereof has either been registered in the records of the Company at any time not less than
forty-eight hours before the time for holding the meeting at which the attorney proposes to vote, or is
deposited at the Office of the Company not less than forty-eight hours before the time fixed for such
meeting as aforesaid. Notwithstanding that a power of attorney or other authority has been registered in
the records of the Company, the Company may, by notice in writing addressed to the Shareholder or the
attorney, given at least 48 (forty eight) hours before the meeting, require him to produce the original power
of attorney or authority or resolution as the case may be and unless the same is deposited with the Company
not less than forty-eight hours before the time fixed for the meeting, the attorney shall not be entitled to
vote at such meeting unless the Board in their absolute discretion excuse such non-production and deposit.

Every instrument of proxy whether for a specified meeting or otherwise should, as far as circumstances
admit, be in any of the forms set out under Section 105 and other provisions of the Act and in the
Companies (Management and Administration) Rules, 2014.

If any such instrument of appointment be confined to the object of appointing an attorney or proxy for
voting at meetings of the Company it shall remain permanently or for such time as the Directors may
determine in the custody of the Company; if embracing other objects a copy thereof, examined with the
original, shall be delivered to the Company to remain in the custody of the Company.

383,
()

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A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death of the principal, or revocation of the proxy or of any power of attorney under which such
proxy was signed, or the transfer of the Share in respect of which the vote is given, provided that no
intimation in writing of the death, revocation or transfer shall have been received at the Office before the
meeting.

No objection shall be made to the validity of any vote, except at the Meeting or poll at which such vote
shall be tendered, and every vote whether given personally or by proxy, not disallowed at such meeting or
poll shall be deemed valid for all purposes of such meeting or poll whatsoever.

‘The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting.
The Chairman present at the taking of a poll shall be in the sole judge of the validity of every vote tendered
at such poll.

The Company shall cause minutes of all proceedings of every Shareholders’ Meeting to be kept by making
within 30 (thirty) days of the conclusion of every such meeting concerned, entries thereof in books kept
for that purpose with their pages consecutively numbered.

Each page of every such book shall be initialed or signed and the last page of the record of proceedings of
each meeting in such book shall be dated and signed by the Chairman of the same meeting within the
aforesaid period of 30 (thirty) days or in the event of the death or inability of that Chairman within that
period, by a Director duly authorised by the Board for that purpose.

In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by
pasting or otherwise.

The Minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.

All appointments of Directors of the Company made at any meeting aforesaid shall be included in the
minutes of the meeting.

Nothing herein contained shall require or be deemed to require the inclusion in any such Minutes of any
matter which in the opinion of the Chairman of the Meeting (i) is or could reasonably be regarded as,
defamatory of any person, or (ii) is irrelevant or immaterial to the proceedings, or (iii) is detrimental to the
interests of the Company. The Chairman of the meeting shall exercise an absolute discretion in regard to
the inclusion or non-inclusion of any matter in the Minutes on the aforesaid grounds.

Any such Minutes shall be evidence of the proceedings recorded therein.
The book containing the Minutes of proceedings of Shareholders’ Meetings shalll be kept at the Office of
the Company and shall be open, during business hours, for such periods not being less in the aggregate
than two hours in each day as the Board determines, for the inspection of any Shareholder without charge.
The Company shall cause minutes to be duly entered in books provided for the purpose of: -

a) the names of the Directors and Alternate Directors present at each Shareholders” Meeting;

b) all Resolutions and proceedings of Shareholders’ Meeting.

‘The Shareholders shall vote (whether in person or by proxy) all of the shares owned or held on record by
them at any Annual or Extraordinary General Meeting of the Company called for the purpose of filling
positions to the Board, appointed as a Director of the Company under Sections 152 and 164(1) of the Act

in accordance with these Articles.

The Shareholders will do nothing to prevent the taking of any action by the Company or act contrary to or
with the intent to evade or defeat the terms as contained in these Articles.

384
42.

43.

44,

45.

0) Alll matters arising at a Shareholders’ Meeting of the Company, other than as specified in the Act or these
Articles if any, shall be decided by a majority vote.

) The Shareholders shall exercise their voting rights as Shareholders of the Company to ensure that the Act
or these Articles are implemented and acted upon by the Shareholders, and by the Company and to prevent
the taking of any action by the Company or by any Shareholder, which is contrary to or with a view or
intention to evade or defeat the terms as contained in these Articles.

) Any corporation which is a Shareholder of the Company may, by resolution of the Board or other
governing body, authorise such person as it thinks fit to act as its representative at any meeting of the
Company and the said person so authorised shall be entitled to exercise the same powers on behalf of the
corporation which he represents as that corporation could have exercised if it were an individual
Shareholder in the Company (including the right to vote by proxy).

(w) The Company shall also provide e-voting facility to the Shareholders of the Company in terms of the
provisions of the Companies (Management and Administration) Rules, 2014, the SEBI Listing Regulations
or any other Law, if applicable to the Company.

DIRECTORS

(a) Subject to the applicable provisions of the Act, the number of Directors of the Company shall not be less
than 3 (three) and not more than 15 (fifteen) provided that the Company may appoint more than 15 (fifteen)
directors after passing a Special Resolution. The Company shall also comply with the provisions of the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the provisions of the SEBI
Listing Regulations. The Board shall have an optimum combination of executive and Independent
Directors with at least 1 (one) woman Independent Director, as may be prescribed by Law from time to
time.

(b) The subscribers to the Memorandum of Association are the first Directors of the Company
CHAIRMAN OF THE BOARD OF DIRECTORS

(a) The members of the Board shall elect any one of them as the Chairman of the Board. The Chairman shall
preside at all meetings of the Board and the Shareholders’ Meeting of the Company. The Chairman shall
have a casting vote in the event of a tie.

(b) If for any reason the Chairman is not present at the meeting or is unwilling to act as Chairman, the members
of the Board shall appoint any one of the remaining Directors as the Chairman for the said Meeting.

APPOINTMENT OF ALTERNATE DIRECTORS

Subject to Section 161 of the Act, any Director shall be entitled to nominate an alternate director to act for him
during his absence for a period of not less than 3 (three) months. The Board may appoint such a person as an Alternate
Director to act for a Director (hereinafter called “the Original Director”) (subject to such person being acceptable to
the Chairman) during the Original Director’s absence for a period of not less than three months from the State in
which the meetings of the Board are ordinarily held. An Alternate Director appointed under this Article shall not
hold office for a period longer than that permissible to the Original Director in whose place he has been appointed
and shall vacate office if and when the Original Director returns to the State. If the term of the office of the Original
Director is determined before he so returns to the State, any provisions in the Act or in these Articles for automatic
re-appointment shall apply to the Original Director and not to the Alternate Director.

CASUAL VACANCY AND ADDITIONAL DIRECTORS

Subject to the applicable provisions of the Act and these Articles, the Board shall have the power at any time and
from time to time to appoint any qualified Person to be a Director either as an addition to the Board or to fill a casual
vacancy but so that the total number of Directors shall not at any time exceed the maximum number fixed under
Article 42. Any Person so appointed as an addition shall hold office only up to the earlier of the date of the next
Annual General Meeting or at the last date on which the Annual General Meeting should have been held but shall

385
46.

47.

48.

49.

be eligible for appointment by the Company as a Director at that meeting subject to the applicable provisions of the
Act.

DEBENTURE DIRECTORS

If it is provided by a trust deed, securing or otherwise, in connection with any issue of Debentures of the Company,
that any Person/lender or Persons/lenders shall have power to nominate a Director of the Company, then in the case
of any and every such issue of Debentures, the Person/lender or Persons/lenders having such power may exercise
such power from time to time and appoint a Director accordingly. Any Director so appointed is herein referred to a
Debenture Director. A Debenture Director may be removed from office at any time by the Person/lender or
Persons/lenders in whom for the time being is vested the power under which he was appointed and another Director
may be appointed in his place. A Debenture Director shall not be bound to hold any qualification shares and shall
not be liable to retire by rotation or be removed by the Company. The trust deed may contain ancillary provisions as
may be arranged between the Company and the trustees and all such provisions shall have effect notwithstanding
any other provisions contained herein.

INDEPENDENT DIRECTORS

The Company shall have such number of Independent Directors on the Board or Committees of the Board of the
Company, as may be required in terms of the provisions of Section 149 of the Act and the Companies (Appointment
and Qualification of Directors) Rules, 2014, SEBI Listing Regulations or any other Law, as may be applicable.
Further, the appointment of such Independent Directors shall be in terms of the aforesaid provisions of Law and
subject to the requirements prescribed under the SEBI Listing Regulations.

EQUAL POWER TO DIRECTOR

Except as otherwise provided in these Articles, the Act and the applicable Law, all the Directors of the Company
shall have in all matters, equal rights and privileges and shall be subject to equal obligations and duties in respect of
the affairs of the Company.

NOMINEE DIRECTORS

Whenever the Board enters into a contract with any lenders for borrowing any money or for providing any guarantee
or security or for technical collaboration or assistance or enter into any other arrangement, the Board shall have,
subject to the provisions of Section 152 of the Act the power to agree that such lenders shall have the right to appoint
or nominate by a notice in writing addressed to the Company one or more Directors on the Board for such period
and upon such conditions as may be mentioned in the common loan agreement facility agreement. The nominee
director representing lenders shall not be required to hold qualification shares and not be liable to retire by rotation.
The Directors may also agree that any such Director, or Directors may be removed from time to time by the lenders
entitled to appoint or nominate them and such lenders may appoint another or other or others in his or their place
and also fill in any vacancy which may occur as a result of any such Director, or Directors ceasing to hold that office
for any reason whatsoever. The nominee director shall hold office only so long as any monies remain owed by the
Company to such lenders.

The nominee director shall be entitled to all the rights and privileges of other Directors including the sitting fees and
expenses as payable to other Directors but, if any other fees, commission, monies or remuneration in any form are
payable to the Directors, the fees, commission, monies and remuneration in relation to such nominee director shall
accrue to the lenders and the same shall accordingly be paid by the Company directly to the lenders.

Provided that if any such nominee director is an officer of any of the lenders, the sittings fees in relation to such
nominee director shall also accrue to the lenders concerned and the same shall accordingly be paid by the Company

directly to that lenders.

Any expenditure that may be incurred by the lenders or the nominee director in connection with the appointment or
directorship shall be borne by the Company.

386
50.

51.

52.

53.

The nominee director shall be entitled to receive all notices, agenda, etc. and to attend all Shareholders’ Meetings
and Board meetings and meetings of any committee(s) of the Board of which he is a member and to receive all
notices, agenda and minutes, etc. of the said meeting.

If at any time, the nominee director is not able to attend a meeting of Board or any of its committees, of which he is
a member, the lenders may depute an observer to attend the meeting. The expenses incurred by the lenders in this
connection shall be borne by the Company.

NO QUALIFICATION SHARES FOR DIRECTORS
A Director shall not be required to hold any qualification shares of the Company.
REMUNERATION OF DIRECTORS

(a) Subject to the applicable provisions of the Act, the Rules, Law including the provisions of the SEBI Listing
Regulations, a Managing Director or Managing Directors, and any other Director/s who is/are in the whole
time employment of the Company may be paid remuneration either by a way of monthly payment or at a
specified percentage of the net profits of the Company or partly by one way and partly by the other, subject
to the limits prescribed under the Act.

(b) Subject to the applicable provisions of the Act, a Director (other than a Managing Director or an executive
Director) may receive a sitting fee not exceeding such sum as may be prescribed by the Act or the central
government from time to time for each meeting of the Board or any Committee thereof attended by him.

© The remuneration payable to each Director for every meeting of the Board or Committee of the Board
attended by them shall be such sum as may be determined by the Board from time to time within the
maximum limits prescribed from time to time by the Central Government pursuant to the first proviso to
Section 197 of the Act.

@ Subject to the provisions of the Act and these Articles. all fees/compensation to be paid to non-executive
Directors including Independent Directors shall be as fixed by the Board and shall require the prior
approval of the Shareholders in a Shareholders’ Meeting. Such approval shall also specify the limits for
the maximum number of stock options that can be granted to a non-executive Director, in any financial
year, and in aggregate. However, such prior approval of the Shareholders shall not be required in relation
to the payment of sitting fees to non-executive Directors if the same is made within the prescribed limits
under the Act for payment of sitting fees with approval of Central Government. Notwithstanding, anything
contained in this article, the Independent Directors shall not be eligible to receive any stock options.

REMUNERATION OF MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) / EXECUTIVE
DIRECTOR(S)/ MANAGER

The remuneration of the Managing Director(s) / whole time director(s) / executive director(s) / manager shall (subject
to Sections 196, 197 and 203 and other applicable provisions of the Act and of these Articles and of any contract
between him and the Company) be fixed by the Directors, from time to time and may be by way of fixed salary
and/or perquisites or commission or profits of the Company or by participation in such profits, or by any or all these
modes or any other mode not expressly prohibited by the Act.

SPECIAL REMUNERATION FOR EXTRA SERVICES RENDERED BY A DIRECTOR

If any Director be called upon to perform extra services or special exertions or efforts (which expression shall include
work done by a Director as a member of any Committee formed by the Directors), the Board may arrange with such
Director for such special remuneration for such extra services or special exertions or efforts either by a fixed sum or
otherwise as may be determined by the Board. Such remuneration may either be in addition, to or in substitution for
his remuneration otherwise provided, subject to the applicable provisions of the Act.

387
54,

55:

56.

TRAVEL EXPENSES OF DIRECTORS

‘The Board may allow and pay to any Director, who is not a bona fide resident of the place where the meetings of the
Board/Committee meetings are ordinarily held; and who shall come to such place for the purpose of attending any
meeting, such sum as the Board may consider fair compensation for travelling, lodging and/ or other expenses, in
addition to his fee for attending such Board / Committee meetings as above specified; and if any Director be called
upon to go or reside out of his ordinary place of his residence on the Company’s business, he shall be entitled to be
repaid and reimbursed travelling and other expenses incurred in connection with the business of the Company in
accordance with the provisions of the Act.

CONTINUING DIRECTORS

The continuing Directors may act notwithstanding any vacancy in their body, but if, and so long as their number is
reduced below the minimum number fixed by Article 42 hereof, the continuing Directors not being less than two
may act for the purpose of increasing the number of Directors to that number, or for summoning a Shareholders’
Meeting, but for no other purpose.

VACATION OF OFFICE BY DIRECTOR

(a) Subject to relevant provisions of Sections 167, and 188 other relevant provisions of the Act, the office of
a Director, shall ipso facto be vacated if:

@ he is found to be of unsound mind by a court of competent jurisdiction; or

(ii) he applies to be adjudicated an insolvent; or

(ili) he is adjudged an insolvent; or

(iv) hes convicted by a court of any offence involving moral turpitude or otherwise, and is sentenced

in respect thereof to imprisonment for not less than 6 (six) months; or

(v) he fails to pay any calls made on him in respect of shares of the Company held by him whether
alone or jointly with others, within 6 (six) months from the date fixed for the payment of such
call; or

(vi) he absents himself from 3 (three) consecutive meetings of the Board or from all Meetings of the

Board for a continuous period of 12 (twelve) months, whichever is longer, without obtaining
leave of absence from the Board; or

(vii) having been appointed a Director by virtue of his holding any office or other employment in the
Company, he ceases to hold such office or other employment in the Company; or

(viii) he acts in contravention of Section 184 of the Act; or

(ix) he becomes disqualified by an order of a court or the Tribunal; or
() he is removed in pursuance of Section 169 of the Act; or
(xi) he is disqualified under Section 164(2) of the Act.

Subject to the applicable provisions of the Act, a Director may resign his office at any time by notice in
writing addressed to the Board and such resignation shall become effective upon its acceptance by the
Board.

388
57.

58.

RELATED PARTY TRANSACTIONS

(@)

(b)

©

@

()

(8)

Except with the consent of the Board or the Shareholders, as may be required in terms of the provisions of
section 188 of the Act and the Companies (Meetings of Board and its Powers) Rules, 2014, no company
shall enter into any contract or arrangement with a ‘related party’ with respect to: :

@ sale, purchase or supply of any goods or materials;

(ii) selling or otherwise disposing of, or buying, property of any kind;

leasing of property of any kind;

 

(iv) availing or rendering of any services;
(v) appointment of any agent for purchase or sale of goods, materials, services or property;
(vi) such Director's or its relative’s appointment to any office or place of profit in the company, its

subsidiary company or associate company; and
(vii) underwriting the subscription of any securities or derivatives thereof, of the company: without
the consent of the Shareholders by way of a resolution in accordance with Section 188 of the

Act.

no Shareholder of the Company shall vote on such resolution, to approve any contract or arrangement
which may be entered into by the Company, if such Shareholder is a related party.

nothing in this Article shall apply to any transactions entered into by the Company in its ordinary course
of business other than transactions which are not on an arm’s length basis

The Director, so contracting or being so interested shall not be liable to the Company for any profit realised
by any such contract or the fiduciary relation thereby established.

The terms “office of profit” and “arm’s length basis” shall have the meaning ascribed to them under
Section 188 of the Act.

The term ‘related party’ shall have the same meaning as ascribed to it under the Act.

The compliance of the Companies (Meetings of Board and its Powers) Rules, 2014 shall be made for the
aforesaid contracts and arrangements.

DISCLOSURE OF INTEREST

(@)

A Director of the Company who is in any way, whether directly or indirectly concerned or interested in a
contract or arrangement, or proposed contract or arrangement entered into or to be entered into by or on
behalf of the Company, shall disclose the nature of his concern or interest at a meeting of the Board in the
manner provided in Section 184 of the Act; Provided that it shall not be necessary for a Director to disclose
his concern or interest in any such contract or arrangement entered into or to be entered into with any other
company where any of the Directors of the company or two or more of them together holds or hold not
more than 2% (two per cent) of the Paid-up share capital in the other company or the Company as the case
may be. A general notice given to the Board by the Director, to the effect that he is a director or member
of a specified body corporate or is a member of a specified firm and is to be regarded as concerned or
interested in any contract or arrangement which may, after the date of the notice, be entered into with that
body corporate or firm, shall be deemed to be a sufficient disclosure of concern or interest in relation to
any contract or arrangement so made. Any such general notice shall expire at the end of the Financial Year
in which it is given but may be renewed for a further period of one Financial Year at a time by a fresh
notice given in the last month of the Financial Year in which it would have otherwise expired. No such
general notice, and no renewal thereof shall be of effect unless, either it is given at a meeting of the Board

389
59.

60.

(b)

©

@

or the Director concerned takes reasonable steps to secure that it is brought up and read at the first meeting
of the Board after it is given.

No Director shall as a Director, take any part in the discussion of, vote on any contract or arrangement
entered into or to be entered into by or on behalf of the Company, if he is in any way, whether directly or
indirectly, concerned or interested in such contract or arrangements; nor shall his presence count for the
purpose of forming a quorum at the time of any such discussion or vote; and if he does vote, his vote shall
be void;

L in his being a shareholder holding not more than 2 (two) per cent of its Paid-up share capital.

Subject to the provisions of Section 188 of the Act and other applicable provisions, if any, of the
Act, any Director of the Company, any partner or relative of such Director, any firm in which
such Director or a relative of such Director is a partner, any private company of which such
Director is a director or member, and any director or manager of such private company, may
hold any office or place of profit in the Company.

The Company shall keep a Register in accordance with Section 189 of the Act and shall within the time
specified therein enter therein such of the particulars as may be. The Register aforesaid shall also specify,
in relation to each Director of the Company, the names of the bodies corporate and firms of which notice
has been given by him under Article 57(a). The Register shall be kept at the Office of the Company and
shall be open to inspection at such Office, and extracts may be taken therefrom and copies thereof may be
required by any Shareholder of the Company to the same extent, in the same manner, and on payment of
the same fee as in the case of the Register of Members of the Company and the provisions of Section 94
of the Act shall apply accordingly.

A Director may be or become a Director of any company promoted by the Company, or on which it may
be interested as a vendor, shareholder, or otherwise, and no such Director shall be accountable for any
benefits received as director or shareholder of such company except in so far as Section 188 or Section
197 of the Act as may be applicable.

ONE-THIRD OF DIRECTORS TO RETIRE EVERY YEAR

In accordance with Section 152 of the Act, at the Annual General Meeting of the Company to be held in every year,
one third of such of the Directors as are liable to retire by rotation for time being, or, if their number is not three or
a multiple of three then the number nearest to one third shall retire from office, and they will be eligible for re-
election. Provided nevertheless that the Director(s) appointed as nominee Director(s), or the Director(s) appointed
as a Debenture Director(s), or the Director(s) appointed as Independent Director(s) under Articles hereto shall not
retire by rotation under this Article, shall they be included in calculating the total number of Directors of whom one
thirds shall be liable to retire by rotation from office in terms of Section 152 of the Act.

PROCEDURE, IF PLACE OF RETIRING DIRECTORS IS NOT FILLED UP

(@)

(b)

If the place of the retiring Director is not so filled up and the meeting has not expressly resolved not to fill
the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and
place, or if that day is a national holiday, till the next succeeding day which is not a national holiday, at
the same time and place.

If at the adjourned meeting also, the place of the retiring Director is not filled up and that meeting also has
not expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been

reappointed at the adjourned meeting, unless:-

(i) at that meeting or at the previous meeting a resolution for the reappointment of such Director
has been put to the meeting and lost;

(ii) retiring Director has, by a notice in writing addressed to the Company or its Board , expressed
his unwillingness to be so reappointed;

390
61.

62.

63.

64.

65.

(iii) he is not qualified or is disqualified for appointment; or

(iv) a resolution, whether special or ordinary, is required for the appointment or reappointment by
virtue of any applicable provisions of the Act; or

(v) These Articles shall be subject to Section 162 of the Act.
COMPANY MAY INCREASE OR REDUCE THE NUMBER OF DIRECTORS.

Subject to Article 42 and Sections 149, 152 and 164 of the Act, the Company may, by Ordinary Resolution, from
time to time, increase or reduce the number of Directors, and may alter their qualifications and the Company may,
(subject to the provisions of Section 169 of the Act), remove any Director before the expiration of his period of
office and appoint another qualified in his stead. The person so appointed shall hold office during such time as the
Director in whose place he is appointed would have held the same if he had not been removed.

REGISTER OF DIRECTORS ETC.

The Company shall keep at its Office, a Register containing the particulars of its Directors, Managing Directors,
Manager, Secretaries and other Persons mentioned in Section 170 of the Act and shall otherwise comply with the
provisions of the said Section in all respects.

The Company shall in respect of each of its Directors and key managerial personnel keep at its Office a Register, as
required by Section 170 of the Act, and shall otherwise duly comply with the provisions of the said Section in all
respects.

DISCLOSURE BY DIRECTOR OF APPOINTMENT TO ANY OTHER BODY CORPORATE

Every Director shall in accordance with the provisions of Companies (Meeting of Board and its Powers) Rules, 2014
shall disclose his concern or interest in any company or companies or bodies corporate (including shareholding
interest), firms or other association of individuals by giving a notice in accordance with such rules.

MANAGING DIRECTOR(S) / WHOLE TIME DIRECTOR(S) / EXECUTIVE DIRECTOR(S) / MANAGER

Subject to the provisions of Section 203 of the Act and of these Articles, the Board shall have the power to appoint
from time to time any full time employee of the Company as Managing Director/ whole time director or executive
director or manager of the Company. The Managing Director(s) or the whole time director(s) manager or executive
director(s), as the case may be, so appointed, shall be responsible for and in charge of the day to day management
and affairs of the Company and subject to the applicable provisions of the Act and these Articles, the Board shall
vest in such Managing Director/s or the whole time director(s) or manager or executive director(s), as the case may
be, all the powers vested in the Board generally. The remuneration of a Managing Director/ whole time director or
executive director or manager may be by way of monthly payment, fee for each meeting or participation in profits,
or by any or all those modes or any other mode not expressly prohibited by the Act. Board, subject to the consent of
the shareholders of the Company shall have the power to appoint Chairman of the Board as the Managing Director
/ whole time director or executive director of the Company.

PROVISIONS TO WHICH MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) / EXECUTIVE
DIRECTOR(S)/ MANAGER ARE SUBJECT

Notwithstanding anything contained herein, a Managing Director(s) / whole time director(s) / executive director(s)
/ manager shall, subject to the provisions of any contract between him and the Company, be subject to the same
provisions as to resignation and removal as the other Directors of the Company, and if he ceases to hold the office
of a Director he shall ipso facto and immediately cease to be a Managing Director(s) / whole time director(s) /
executive director(s) / manager, and if he ceases to hold the office of a Managing Director(s) / whole time director(s)
/ executive director(s)/ manager he shall ipso facto and immediately cease to be a Director.

391
66.

67.

POWER AND DUTIES OF MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) / EXECUTIVE
DIRECTOR(S)/ MANAGER

Subject to the superintendence, control and direction of the Board, the day-to-day management of the Company shall
be in the hands of the Managing Director(s)/ whole time director(s) / executive director(s)/ manager s in the manner
as deemed fit by the Board and subject to the applicable provisions of the Act, and these Articles, the Board may by
resolution vest any such Managing Director(s)/ whole time director(s) / executive director(s)/ manager with such of
the powers hereby vested in the Board generally as it thinks fit and such powers may be made exercisable for such
period or periods and upon such conditions and subject to the applicable provisions of the Act, and these Articles
confer such power either collaterally with or to the exclusion of or in substitution for all or any of the Directors in
that behalf and may from time to time revoke, withdraw, alter or vary all or any of such powers.

POWER TO BE EXERCISED BY THE BOARD ONLY BY MEETING

The Board shall exercise the following powers on behalf of the Company and the said powers shall be exercised
only by resolutions passed at the meeting of the Board: -

(a) to make calls on Shareholders in respect of money unpaid on their shares;

(b) to authorise buy-back of Securities under Section 68 of the Act;

© to issue Securities, including Debentures, whether in or outside India;

@ to borrow money(ies);

(e) to invest the funds of the Company;

(f) to grant loans or give guarantee or provide security in respect of loans;

(g) to approve financial statements and the Board’s report;

(hy to diversify the business of the Company;

(i) to approve amalgamation, merger or reconstruction;

Gj) to take over a company or acquire a controlling or substantial stake in another company;

(k) fees/ compensation payable to non-executive directors including independent directors of the Company;
and

@ any other matter which may be prescribed under the Companies (Meetings of Board and its Powers) Rules,

2014 and the SEBI Listing Regulations.

The Board may, by a resolution passed at a meeting, delegate to any Committee of Directors, the Managing Director,
or to any person permitted by Law the powers specified in sub clauses (d) to

(8) above.

‘The aforesaid powers shall be exercised in accordance with the provisions of the Companies (Meetings of Board and
its Powers) Rules, 2014 and shall be subject to the provisions of section 180 of the Act.

In terms of and subject to the provisions of Section 180 of the Act, the Board may exercise the following powers
subject to receipt of consent by the Company by way of a Special Resolution:

(a) to sell, lease or otherwise dispose of the whole or substantial part of the undertaking of the Company;

(b) to borrow money; and

392
71.

72.

73;

74.

If any duly convened Board Meeting cannot be held for want of a quorum, then such a meeting shall
automatically stand adjourned for 7 (seven) days after the original meeting at the same time and place, or
if that day is a national holiday, on the succeeding day which is not a public holiday to the same time and
place. Provided however, the adjourned meeting may be held on such other date and such other place as
may be unanimously agreed to by all the Directors in accordance with the provisions of the Act.

QUESTIONS AT THE BOARD MEETINGS HOW DECIDED

(a) Questions arising at any meeting of the Board, other than as specified in these Articles and the Act, if any,
shall be decided by a majority vote. In the case of an equality of votes, the Chairman shall have a second
or casting vote.

(b) No regulation made by the Company in Shareholders’ Meeting, shall invalidate any prior act of the Board,
which would have been valid if that regulation had not been made.

ELECTION OF CHAIRMAN OF BOARD
(a) The Board may elect a chairman of its meeting and determine the period for which he is to hold office.

(b) If no such chairman is elected, or at any meeting the chairman is not present within five minutes after the
time appointed for holding the meeting the Directors present may choose one among themselves to be the
chairman of the meeting.

POWERS OF THE BOARD
Subject to the applicable provisions of the Act, these Articles and other applicable provisions of Law: -

(a) The Board shall be entitled to exercise all such power and to do all such acts and things as the Company
is authorised to exercise and do under the applicable provisions of the Act or by the Memorandum and
Articles of Association of the Company.

(b) The Board is vested with the entire management and control of the Company, including as regards any
and all decisions and resolutions to be passed, for and on behalf of the Company.

(c) Provided that the Board shall not, except with the consent of the Company by a Special Resolution:-

i. Sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of
the Company, or where the Company owns more than one undertaking, of the whole, or
substantially the whole, of any such undertaking. The term ‘undertaking’ and the expression
‘substantially the whole of the undertaking’ shall have the meaning ascribed to them under the
provisions of Section 180 of the Act;

ii, Remit, or give time for repayment of, any debt due by a Director;

iii. Invest otherwise than in trust securities the amount of compensation received by the Company
as a result of any merger or amalgamation; and

iv. Borrow money(ies) where the money(ies) to be borrowed together with the money(ies) already
borrowed by the Company (apart from temporary loans obtained from the Company’s bankers
in the ordinary course of businesses), will exceed the aggregate of the Paid-up Capital, free
reserves and securities premium of the Company.

COMMITTEES AND DELEGATION BY THE BOARD

The Board of Directors of the Company shall constitute such Committees as may be required under the Act,
applicable provisions of Law and the SEBI Listing Regulations. Without prejudice to the powers conferred by the
other Articles and so as not to in any way to limit or restrict those powers, the Board may, subject to the provisions
of Section 179 of the Act, delegate any of its powers to the Managing Director(s), the executive director(s) or

394
©

any such other matter as may be prescribed under the Act, the SEBI Listing Regulations and other
applicable provisions of Law.

68. MAKING LIABILITY OF DIRECTORS UNLIMITED

‘The Company may, by Special Resolution in a Shareholders’ Meeting, alter its Memorandum of Association so as
to render unlimited the liability of its Directors or of any Director or manager, in accordance with Section 323 of the
Companies Act, 1956.

69. PROCEEDINGS OF THE BOARD OF DIRECTORS

(a)

(b)

(3)

@

()

Board Meetings shall be held at least once in every 3 (three) month period and there shall be at least 4
(four) Board Meetings in any calendar year and there should not be a gap of more than 120 (one hundred
twenty) days between two consecutive Board Meetings. Meetings shall be held at the Registered Office,
or such a place as may be decided by the Board.

The participation of Directors in a meeting of the Board may be either in person or through video
conferencing or other audio visual means, as may be prescribed, which are capable of recording and
recognising the participation of the Directors and of recording and storing the proceedings of such
meetings along with date and time. However, such matters as provided under the Companies (Meetings of
Board and its Powers) Rules, 2014 shall not be dealt with in a meeting through video conferencing or other
audio visual means. Any meeting of the Board held through video conferencing or other audio visual
means shall only be held in accordance with the Companies (Meetings of Board and its Powers) Rules,
2014.

The Company Secretary or any other Director shall, as and when directed by the Chairman or a Director
convene a meeting of the Board by giving a notice in writing to every Director in accordance with the
provisions of the Act and the Companies (Meetings of Board and its Powers) Rules, 2014.

The Board may meet either at the Office of the Company, or at any other location in India or outside India
as the Chairman or Director may determine.

At least 7 (seven) days’ notice of every meeting of the Board shall be given in writing to every Director
for the time being at his address registered with the Company and such notice shall be sent by hand delivery
or by post or by electronic means. A meeting of the Board may be convened in accordance with these
Articles by a shorter notice in case of any emergency as directed by the Chairman or the Managing Director
or the Executive Director, as the case may be, subject to the presence of 1 (one) Independent Director in
the said meeting. If an Independent Director is not present in the said meeting, then decisions taken at the
said meeting shall be circulated to all the Directors and shall be final only upon ratification by one
independent Director. Such notice or shorter notice may be sent by post or by fax or e-mail depending
upon the circumstances.

At any Board Meeting, each Director may exercise 1 (one) vote. The adoption of any resolution of the
Board shall require the affirmative vote of a majority of the Directors present at a duly constituted Board
Meeting.

70. QUORUM FOR BOARD MEETINGO

(@)

Quorum for Board Meetings

Subject to the provisions of Section 174 of the Act, the quorum for each Board Meeting shall be one-third
of its total strength or two directors, whichever is higher, and the presence of Directors by video
conferencing or by other audio visual means shall also be counted for the purposes of calculating quorum.
Provided that where at any time the number of interested Directors exceeds or is equal to two- thirds of
the total strength, the number of the remaining Directors, that is to say, the number of the Directors who
are not interested present at the meeting being not less than two, shall be the quorum during such meeting.

393
75,

76.

We

manager or the chief executive officer of the Company. The Managing Director(s), the executive director(s) or the
manager or the chief executive officer(s) as aforesaid shall, in the exercise of the powers so delegated, conform to
any regulations that may from time to time be imposed on them by the Board and all acts done by them in exercise
of the powers so delegated and in conformity with such regulations shall have the like force and effect as if done by
the Board.

Subject to the applicable provisions of the Act, the requirements of Law and these Articles, the Board may delegate
any of its powers to Committees of the Board consisting of such member or members of the Board as it thinks fit,
and it may from time to time revoke and discharge any such committee of the Board either wholly or in part and
either as to Persons or purposes. Every Committee of the Board so formed shall, in the exercise of the powers so
delegated, conform to any regulations that may from time to time be imposed on it by the Board. All acts done by
any such Committee of the Board in conformity with such regulations and in fulfillment of the purposes of their
appointment but not otherwise, shall have the like force and effect as if done by the Board.

The meetings and proceedings of any such Committee of the Board consisting of two or more members shall be
governed by the provisions herein contained for regulating the meetings and proceedings of the Directors, so far as
the same are applicable thereto and are not superseded by any regulation made by the Directors under the last
preceding Article.

The Board of the Company shall in accordance with the provisions of the Companies (Meetings of the Board and its
Powers) Rules, 2014 or any other Law and the provisions of the SEBI Listing Regulations, form such committees
as may be required under such rules in the manner specified therein, if the same are applicable to the Company.

ACTS OF BOARD OR COMMITTEE VALID NOTWITHSTANDING INFORMAL APPOINTMENT

All acts undertaken at any meeting of the Board or of a Committee of the Board, or by any person acting as a Director
shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment of such
Director or Persons acting as aforesaid, or that they or any of them were disqualified or had vacated office or that
the appointment of any of them had been terminated by virtue of any provisions contained in the Act or in these
Articles, be as valid as if every such person had been duly appointed, and was qualified to be a Director . Provided
that nothing in this Article shall be deemed to give validity to the acts undertaken by a Director after his appointment
has been shown to the Company to be invalid or to have been terminated.

PASSING OF RESOLUTION BY CIRCULATION

No resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation,
unless the resolution has been circulated in draft form, together with the necessary papers, if any, to all the Directors,
or members of the Committee, as the case may be, at their addresses registered with the Company in India by hand
delivery or by post or by courier, or through such electronic means as may be provided under the Companies
(Meetings of Board and its Powers) Rules, 2014 and has been approved by majority of Directors or members of the
Committee, who are entitled to vote on the resolution. However, in case one-third of the total number of Directors
for the time being require that any resolution under circulation must be decided at a meeting, the chairperson shall
put the resolution to be decided at a meeting of the Board.

A resolution mentioned above shall be noted at a subsequent meeting of the Board or the Committee thereof, as the
case may be, and made part of the minutes of such meeting.

MINUTES OF THE PROCEEDINGS OF THE MEETING OF THE BOARD
(a) ‘The Company shall prepare minutes of each Board Meeting and the entries thereof in books kept for that
purpose with their pages consecutively numbered. Such minutes shall contain a fair and correct summary

of the proceedings conducted at the Board Meeting.

(b) The Company shall circulate the minutes of the meeting to each Director within 7 (seven) Business Days
after the Board Meeting.

395
78.

79.

80.

© Each page of every such book shall be initialed or signed and the last page of the record of proceedings of
each meeting in such book shall be dated and signed by the Chairman of the said meeting or the Chairman
of the next succeeding meeting.

(@) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by
pasting or otherwise.

(e) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat and shall
also contain: -

j) all appointments of Officers;
(ii) the names of the Directors present at each meeting of the Board;
(iii) all resolutions and proceedings of the meetings of the Board;
(iv) the names of the Directors, if any, dissenting from, or not concurring in, any resolution passed
by the Board.
( Nothing contained in sub Articles (a) to (¢) above shall be deemed to require the inclusion in any such

minutes of any matter which in the opinion of the Chairman of the meeting: -

j@ is or could reasonably be regarded as defamatory of any person;
(ii) is irrelevant or immaterial to the proceedings; or
(iii) is detrimental to the interests of the Company.

(g) The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter

in the minutes on the ground specified in sub Article (f) above.

(hy Minutes of meetings kept in accordance with the aforesaid provisions shall be evidence of the proceedings
recorded therein.

(i) The minutes kept and recorded under this Article shall also comply with the provisions of Secretarial
Standard 1 issued by the Institute of Company Secretaries of India constituted under the Company
Secretaries Act, 1980 and approved as such by the Central Government and applicable provisions of the
Act and Law.

REGISTER OF CHARGES

The Directors shall cause a proper register to be kept, in accordance with the applicable provisions of the Act, of all
mortgages and charges specifically affecting the property of the Company and shall duly comply with the
requirements of the applicable provisions of the Act in regard to the registration of mortgages and charges therein
specified.

CHARGE OF UNCALLED CAPITAL

Where any uncalled capital of the Company is charged as security or other security is created on such uncalled
capital, the Directors may authorize, subject to the applicable provisions of the Act and these Articles, making calls
on the Shareholders in respect of such uncalled capital in trust for the Person in whose favour such charge is executed.

SUBSEQUENT ASSIGNS OF UNCALLED CAPITAL

Where any uncalled capital of the Company is charged, all Persons taking any subsequent charge thereon shall take
the same subject to such prior charges and shall not be entitled to obtain priority over such prior charge.

396
81.

82.

83.

84.

CHARGE IN FAVOUR OF DIRECTOR FOR INDEMNITY

If the Director or any Person, shall become personally liable for the payment of any sum primarily due from the
Company, the Board may execute or cause to be executed, any mortgage, charge or security over or affecting the
whole or part of the assets of the Company by way of indemnity to secure the Directors or other Persons so becoming
liable as aforesaid from any loss in respect of such liability.

OFFICERS

(@)

(b)

©

@

‘The Company shalll have its own professional management and such officers shall be appointed from time
to time as designated by its Board. The officers of the Company shall serve at the discretion of the Board.

The officers of the Company shall be responsible for the implementation of the decisions of the Board,
subject to the authority and directions of the Board and shall conduct the day to day business of the
Company.

The officers of the Company shall be the Persons in charge of and responsible to the Company for the
conduct of the business of the Company and shall be concerned and responsible to ensure full and due
compliance with all statutory laws, rules and regulations as are required to be complied with by the
Company and/or by the Board of the Company.

Qualified experienced managerial and marketing executives and other officers shall be appointed for the
operation and conduct of the business of the Company.

The Board shall appoint with the approval of the Chairman, the President and/or Chief Executive Officer
and/or Chief Operating Officer of the Company, as well as persons who will be appointed to the posts of
senior executive management.

THE SECRETARY

(a)

(>)

Subject to the provisions of Section 203 of the Act, the Board may, from time to time, appoint any
individual as Secretary of the Company to perform such functions, which by the Act or these Articles for
the time being of the Company are to be performed by the Secretary and to execute any other duties which
may from time to time be assigned to him by the Board. The Board may confer upon the Secretary so
appointed any powers and duties as are not by the Act or by these Articles required to be exercised by the
Board and may from time to time revoke, withdraw, alter or vary all or any of them. The Board may also
at any time appoint some individual (who need not be the Secretary), to maintain the Registers required to
be kept by the Company.

‘The Secretary shall be an individual responsible to ensure that there shall be no default, non-compliance,
failure, refusal or contravention of any of the applicable provisions of the Act, or any rules, regulations or
directions which the Company is required to conform to or which the Board of the Company are required
to conform to and shall be designated as such and be the officer in default.

DIRECTORS’ & OFFICERS’ LIABILITY INSURANCE

Subject to the provisions of the Act and Law, the Company shall procure, at its own cost, comprehensive directors
and officers liability insurance for each Director which shall not form a part of the remuneration payable to the
Directors in the circumstances described under Section 197 of the Act: -

(a)
(b)
©
@

on terms approved by the Board;
which includes each Director as a policyholder;
is from an internationally recognised insurer approved by the Board; and

for a coverage for claims of an amount as may be decided by the Board, from time to time,

397
85.

86.

SEAL

(>)

The Company shall also be at liberty to have an official Seal(s) in accordance with Section 50 of the
Companies Act, 1956/2013, for use in any territory, district or place outside India.

The seal of the Company shall not be affixed to any instrument except by the authority of a resolution of
the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at
least two (2) directors and/or the secretary or such other person as the Board may appoint for the purpose;
and those two (2) directors and/or secretary or other person aforesaid shall sign every instrument to which
the seal of the company is so affixed in their presence.

ACCOUNTS

(@)

(>)

@

The Company shall prepare and keep at the Office books of accounts or other relevant books and papers
and financial statements for every financial year which give a true and fair view of the state of affairs of
the Company, including its branch office or offices, if any, in accordance with the Act, Rules and as
required under the applicable Law, and explain the transactions effected both at the Office and its branches
and such books shall be kept on accrual basis and according to the double entry system of accounting.

Where the Board decides to keep all or any of the books of account at any place other than the Office, the
Company shall, within 7 (seven) days of the decision, file with the Registrar, a notice in writing giving the
full address of that other place. The Company may also keep such books of accounts or other relevant
papers in electronic mode in accordance with the provisions of the Act.

The Company shall preserve in good order the books of account relating to a period of not less than eight
years preceding the current year.

When the Company has a branch office, whether in or outside India, the Company shall be deemed to have
complied with this Article if proper books of account relating to the transactions effected at the branch
office are kept at the branch office and proper summarized returns made up to dates at intervals of not
more than three months, are sent by the branch office to the Company at its office or at the other place in
India, at which the Company’s books of account are kept as aforesaid.

No Shareholder (not being a Director) shall have any right of inspecting any account or books or
documents of the Company except specified under the Act and Law.

In accordance with the provisions of the Act, along with the financial statements laid before the
Shareholders, there shall be laid a ‘Board’s report’ which shall include:

0) the extract of the annual return as provided under sub-section (3) of Section 92 of the Act;

(ii) number of meetings of the Board;

(iii) Directors’ responsibility statement as per the provisions of Section 134 (5) of the Act;

(iv) a statement on declaration given by Independent Directors under sub-section (6) of Section 149

of the Act;

(v) in the event applicable, as specified under sub-section (1) of Section 178 of the Act, Company’s
policy on Directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under
sub-section (3) of Section 178 of the Act;

(vi) explanations or comments by the Board on every qualification, reservation or adverse remark or
disclaimer made-

L by the auditor in his report; and
87.

 

as by the company secretary in practice in his secretarial audit report;
particulars of loans, guarantees or investments under Section 186 of the Act;

particulars of contracts or arrangements with related parties referred to in sub-section (1) of
Section 188 in the prescribed form;

(ix) the state of the Company’s affairs;
(x) the amounts, if any, which it proposes to carry to any reserves;

(xi) the amount, if any, which it recommends should be paid by way of Dividends;

(xii) material changes and commitments, if any, affecting the financial position of the Company

which have occurred between the end of the financial year of the Company to which the financial
statements relate and the date of the report;

(xiii) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such
manner as may be prescribed;

(xiv) a statement indicating development and implementation of a risk management policy for the
Company including identification therein of elements of risk, if any, which in the opinion of the
Board may threaten the existence of the Company;

(xv) ___ the details about the policy developed and implemented by the Company on corporate social
responsibility initiatives taken during the year;

(xvi) a statement indicating the manner in which formal annual evaluation has been made by the Board
of its own performance and that of its committees and individual Directors, as may be prescribed

for listed companies; and

(xvii) such other matters as may be prescribed under the Law, from time to time.

(g) All the aforesaid books shall give a fair and true view of the affairs of the Company or its branch office,
as the case may be, with respect to the matters herein and explain its transactions.

(ny The Company shall comply with the requirements of Section 136 of the Act.

AUDIT AND AUDITORS

(a) Auditors shall be appointed and their rights and duties shall be regulated in accordance with Sections 139
to 147 of the Act and as specified under Law.

(b) Every account of the Company when audited shall be approved by a Shareholders’ Meeting and shall be
conclusive except as regards any error discovered therein within three months next after the approval
thereof. Whenever any such error is discovered within that period the account shall forthwith be corrected,
and henceforth shall be conclusive.

© Every balance sheet and profit and loss account shall be audited by one or more Auditors to be appointed
as hereinafter set out.

@ The Company at the Annual General Meeting in each year shall appoint an Auditor or Auditors to hold
office from the conclusion of that meeting until conclusion of the next Annual General Meeting and every
Auditor so appointed shall be intimated of his appointment within 7 (seven) days.

(e) Where at an Annual General Meeting, no Auditors are appointed, the Central Government may appoint a

person to fill the vacancy and fix the remuneration to be paid to him by the Company for his services.

399
88.

89.

90.

(8)

(h)

@

0)

The Company shall within 7 (seven) days of the Central Government’s power under sub clause (b)
becoming exercisable, give notice of that fact to the Government.

The Directors may fill any casual vacancy in the office of an Auditor but while any such vacancy continues,
the remaining auditors (if any) may act. Where such a vacancy is caused by the resignation of an Auditor,
the vacancy shall only be filled by the Company in Shareholders’ Meeting.

A person, other than a retiring Auditor, shall not be capable of being appointed at an Annual General
Meeting unless special notice of a resolution of appointment of that person to the office of Auditor has
been given by a Shareholder to the Company not less than 14 (fourteen) days before the meeting in
accordance with Section 115 of the Act, and the Company shall send a copy of any such notice to the
retiring Auditor and shall give notice thereof to the Shareholders in accordance with provisions of Section
115 of the Act and all the other provision of Section 140 of the Act shall apply in the matter. The provisions
of this sub-clause shall also apply to a resolution that a retiring auditor shall not be re- appointed.

The persons qualified for appointment as Auditors shall be only those referred to in Section 141 of the
Act.

None of the persons mentioned in Section 141 of the Act as are not qualified for appointment as auditors
shall be appointed as Auditors of the Company.

AUDIT OF BRANCH OFFICES

The Company shall comply with the applicable provisions of the Act and the Companies (Audit and Auditor) Rules,
2014 in relation to the audit of the accounts of branch offices of the Company.

REMUNERATION OF AUDITORS

The remuneration of the Auditors shall be fixed by the Company as authorized in Shareholders’ Meeting from time
to time in accordance with the provisions of the Act and the Companies (Audit and Auditor) Rules, 2014.

DOCUMENTS AND NOTICES

(@)

(b)

©

@

‘A document or notice may be given or served by the Company to or on any Shareholder whether having
his registered address within or outside India either personally or by sending it by post to him to his
registered address or by email.

Where a document or notice is sent by post, service of the document or notice shall be deemed to be
effected by properly addressing, prepaying and posting a letter containing the document or notice, provided
that where a Shareholder has intimated to the Company in advance that documents or notices should be
sent to him under a certificate of posting or by registered post with or without acknowledgement due or
by cable or telegram and has deposited with the Company a sum sufficient to defray the expenses of doing
so, service of the document or notice shall be deemed to be effected unless it is sent in the manner intimated
by the Shareholder. Such service shall be deemed to have effected in the case of a notice of a meeting, at
the expiration of forty eight hours after the letter containing the document or notice is posted or after a
telegram has been dispatched and in any case, at the time at which the letter would be delivered in the
ordinary course of post or the cable or telegram would be transmitted in the ordinary course.

‘A document or notice may be given or served by the Company to or on the joint-holders of a Share by
giving or serving the document or notice to or on the joint-holder named first in the Register of Members
in respect of the Share.

Every Person, who by operation of Law, transfer or other means whatsoever, shall become entitled to any
Share, shall be bound by every document or notice in respect of such Share, which previous to his name
and address being entered on the Register of Members, shall have been duly served on or given to the
Person from whom he derives his title to such Share.

400
91.

92.

93.

94,

95.

96.

(e) Any document or notice to be given or served by the Company may be signed by a Director or the Secretary
or some Person duly authorised by the Board for such purpose and the signature thereto may be written,
printed, photostat or lithographed.

( All documents or notices to be given or served by Shareholders on or to the Company or to any officer
thereof shall be served or given by sending the same to the Company or officer at the Office by post under
a certificate of posting or by registered post or by leaving it at the Office.

(2) Where a Document is sent by electronic mail, service thereof shall be deemed to be effected properly,
where a shareholder has registered his electronic mail address with the Company and has intimated the
Company that documents should be sent to his registered email address, without acknowledgement due.
Provided that the Company, shall provide each shareholder an opportunity to register his email address
and change therein from time to time with the Company or the concerned Depository. The Company shall
fulfill all conditions required by Law, in this regard.

SHAREHOLDERS TO NOTIFY ADDRESS IN INDIA

Each registered Shareholder from time to time notify in writing to the Company such place in India to be registered
as his address and such registered place of address shall for all purposes be deemed to be his place of residence.

SERVICE ON SHAREHOLDERS HAVING NO REGISTERED ADDRESS

If a Shareholder does not have registered address in India, and has not supplied to the Company any address within
India, for the giving of the notices to him, a document advertised in a newspaper circulating in the neighbourhood
of Office of the Company shall be deemed to be duly served to him on the day on which the advertisement appears.

SERVICE ON PERSONS ACQUIRING SHARES ON DEATH OR INSOLVENCY OF SHAREHOLDERS

‘A document may be served by the Company on the Persons entitled to a share in consequence of the death or
insolvency of a Shareholders by sending it through the post in a prepaid letter addressed to them by name or by the
title or representatives of the deceased, assignees of the insolvent by any like description at the address (if any) in
India supplied for the purpose by the Persons claiming to be so entitled, or (until such an address has been so
supplied) by serving the document in any manner in which the same might have been served as if the death or
insolvency had not occurred.

PERSONS ENTITLED TO NOTICE OF SHAREHOLDERS’ MEETINGS

Subject to the applicable provisions of the Act and these Articles, notice of Shareholders’ Meeting shall be given:

@ To the Shareholders of the Company as provided by these Articles.
(ii) To the persons entitled to a share in consequence of the death or insolvency of a Shareholder.
(ili) To the Auditors for the time being of the Company; in the manner authorized by as in the case of any

Shareholder of the Company.
NOTICE BY ADVERTISEMENT

Subject to the applicable provisions of the Act, any document required to be served or sent by the Company on or to
the Shareholders, or any of them and not expressly provided for by these Articles, shall be deemed to be duly served
or sent if advertised in a newspaper circulating in the District in which the Office is situated.

DIVIDEND POLICY

(a) The profits of the Company, subject to any special rights relating thereto being created or authorised to be
created by the Memorandum or these Articles and subject to the provisions of these Articles shall be

401
97.

98.

0)

(kK)

Qa
(m)

(a)

(0)

Board may deduct from the interest or Dividend payable to any such Shareholder all sums of money so
due from him to the Company.

Subject to Section 126 of the Act, a transfer of shares shall not pass the right to any Dividend declared
thereon before the registration of the transfer.

Unless otherwise directed any Dividend shall be paid through electronic mode of payment facility
approved by the Reserve Bank of India. Where it is not possible to use electronic mode of payment,
dividend may be paid by ‘payable at par’ cheques or warrants sent by post or courier or by any other legally
permissible means to the registered address of the Shareholder or Person entitled or in case of joint-holders
to that one of them first named in the Register of Members in respect of the joint-holding. Every such
cheque or warrant shall be made payable to the order of the Person to whom it is sent and in case of joint-
holders to that one of them first named in the Register of Members in respect of the joint-holding. The
Company shall not be liable or responsible for any cheque or warrant or pay slip or receipt lost in
transmission, or for any Dividend lost to a Shareholder or Person entitled thereto, by a forged endorsement
of any cheque or warrant or a forged signature on any pay slip or receipt of a fraudulent recovery of
Dividend. If 2 (two) or more Persons are registered as joint-holders of any Share(s) any one of them can
give effectual receipts for any money(ies) payable in respect thereof. Several Executors or Administrators
of a deceased Shareholder in whose sole name any Share stands shall for the purposes of this Article be
deemed to be joint-holders thereof.

No unpaid Dividend shall bear interest as against the Company.

Any Shareholders’ Meeting declaring a Dividend may on the recommendation of the Board, make a call
on the Shareholders of such amount as the Shareholders’ Meeting fixes, but so that the call on each
Shareholder shall not exceed the Dividend payable to him, and so that the call will be made payable at the
same time as the Dividend; and the Dividend may, if so arranged as between the Company and the
Shareholders, be set-off against such calls.

Notwithstanding anything contained in this Article, the dividend policy of the Company shall be governed
by the applicable provisions of the Act and Law.

The Company may pay dividends on shares in proportion to the amount Paid-up on each Share in
accordance with Section 51 of the Act.

UNPAID OR UNCLAIMED DIVIDEND

(@)

(b)

©

If the Company has declared a Dividend but which has not been paid or the Dividend warrant in respect
thereof has not been posted or sent within 30 (thirty) days from the date of declaration, transfer the total
amount of dividend, which remained unpaid or unclaimed within 7 (seven) days from the date of expiry
of the said period of 30 (thirty) days to a special account to be opened by the Company in that behalf in
any scheduled bank or private sector bank.

Any money so transferred to the unpaid Dividend account of the Company which remains unpaid or
unclaimed for a period of 7 (seven) years from the date of such transfer, shall be transferred by the
Company to the Fund established under sub-section (1) of Section 125 of the Act, viz. “Investors Education
and Protection Fund”,

No unpaid or unclaimed Dividend shall be forfeited by the Board before the claim becomes barred by Law
and such forfeiture, if effected, shall be annulled in appropriate cases.

CAPITALIZATION OF PROFITS

The Company in Shareholders’ Meeting may, upon the recommendation of the Board, resolve:

(@)

that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of
the Company’s reserve accounts or to the credit of the Company’s profit and loss account or otherwise, as
available for distribution, and

403
(b)

©

i)
@

(8)

(h)

@

divisible among the Shareholders in proportion to the amount of Capital Paid-up or credited as Paid-up
and to the period during the year for which the Capital is Paid-up on the shares held by them respectively.
Provided always that, (subject as aforesaid), any Capital Paid-up on a Share during the period in respect
of which a Dividend is declared, shall unless the Directors otherwise determine, only entitle the holder of
such Share to an apportioned amount of such Dividend as from the date of payment.

Subject to the provisions of Section 123 of the Act the Company in Shareholders’ Meeting may declare
Dividends, to be paid to Shareholders according to their respective rights and interests in the profits. No
Dividends shall exceed the amount recommended by the Board, but the Company in Shareholders’
Meeting may, declare a smaller Dividend, and may fix the time for payments not exceeding 30 (thirty)
days from the declaration thereof.

(i) No Dividend shall be declared or paid otherwise than out of profits of the Financial Year arrived at after
providing for depreciation in accordance with the provisions of Section 123 of the Act or out of the profits
of the Company for any previous Financial Year or years arrived at after providing for depreciation in
accordance with those provisions and remaining undistributed or out of both, provided that in computing
profits any amount representing unrealised gains, notional gains or revaluation of assets and any change
in carrying amount of an asset or of a liability on measurement of the asset or the liability at fair value
shall be excluded. The Company shall not declare Dividend unless carried over previous losses and
depreciation not provided in previous Financial Year or years are set off against profit of the Company for
the Financial Year for which the Dividend is proposed to be declared. Where the Company proposes to
declare dividend out of the accumulated profits earned by it in previous years and transferred by the
company to the free reserves, owing to inadequacy or absence of profits in the Financial Year for which
the Dividends are proposed to be declared, such declaration of Dividend shall not be made except in
accordance with provisions of the Act and the Rules.

The declaration of the Board as to the amount of the net profits shall be conclusive.

The Board may, from time to time, pay to the Shareholders such interim Dividend as in their judgment the
position of the Company justifies in accordance with the provisions of the Section 123 of the Act.

Where Capital is paid in advance of calls upon the footing that the same shall carry interest, such Capital
shall not whilst carrying interest, confer a right to participate in profits or Dividend.

(i) Subject to the rights of Persons, if any, entitled to shares with special rights as to Dividend, all
Dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in
respect whereof Dividend is paid but if and so long as nothing is paid upon any shares in the Company,
Dividends may be declared and paid according to the amount of the shares,

(ii) No amount paid or credited as paid on shares in advance of calls shall be treated for the purpose
of this regulation as paid on shares.

(iii) All Dividends shall be apportioned and paid proportionately to the amounts paid or credited as
paid on the shares during any portion or portions of the period in respect of which the Dividend
is paid, but if any shares are issued on terms providing that it shall rank for Dividend as from a
particular date such shares shall rank for Dividend accordingly.

Subject to the applicable provisions of the Act and these Articles, the Board may retain the Dividends
payable upon shares in respect of any Person, until such Person shall have become a Shareholder, in respect
of such shares or until such shares shall have been duly transferred to him.

Any one of several Persons who are registered as the joint-holders of any Share may give effectual receipts
for all Dividends or bonus and payments on account of Dividends or bonus or sale proceeds of fractional
certificates or other money(ies) payable in respect of such shares.

Subject to the applicable provisions of the Act, no Shareholder shall be entitled to receive payment of any

interest or Dividends in respect of his Share(s), whilst any money may be due or owing from him to the
Company in respect of such Share(s); either alone or jointly with any other Person or Persons; and the

402
99.

100.

(b)

(3)

@

that such sum be accordingly set free from distribution in the manner specified herein below in sub-article
(c) as amongst the Shareholders who would have been entitled thereto, if distributed by way of Dividends
and in the same proportions.

The sum aforesaid shall not be paid in cash but shall be applied either in or towards:

@ paying up any amounts for the time being unpaid on any shares held by such Shareholders
respectively;
(ii) paying up in full, un-issued shares of the Company to be allotted, distributed and credited as

fully Paid up, to and amongst such Shareholders in the proportions aforesaid; or
(iii) partly in the way specified in sub-article (i) and partly in the way specified in sub- article (ii).
A share premium account may be applied as per Section 52 of the Act, and a capital redemption reserve

account may, duly be applied in paying up of unissued shares to be issued to Shareholders of the Company
as fully paid bonus shares.

RESOLUTION FOR CAPITALISATION OF RESERVES AND ISSUE OF FRACTIONAL CERTIFICATE

(a)
(b)

©

@

The Board shall give effect to a Resolution passed by the Company in pursuance of this Article.
Whenever such a Resolution as aforesaid shall have been passed, the Board shall:

@ make all appropriation and applications of undivided profits (resolved to be capitalized thereby),
and all allotments and issues of fully paid shares or Securities, if any; and

(ii) generally do all acts and things required to give effect thereto.

The Board shall have full power:

i to make such provisions, by the issue of fractional certificates or by payments in cash or
otherwise as it thinks fit, in the case of shares or Debentures becoming distributable in fraction;
and

ii, to authorize any Person, on behalf of all the Shareholders entitled thereto, to enter into an

agreement with the Company providing for the allotment to such Shareholders, credited as fully
Paid up, of any further shares or Debentures to which they may be entitled upon such
capitalization or (as the case may require) for the payment of by the Company on their behalf,
by the application thereto of their respective proportions of the profits resolved to be capitalised
of the amounts or any parts of the amounts remaining unpaid on the shares.

Any agreement made under such authority shall be effective and binding on all such shareholders.

DISTRIBUTION OF ASSETS IN SPECIE OR KIND UPON WINDING UP

(a)

(b)

If the company shall be wound up , the liquidator may, with the sanction of a special Resolution of the
company and any other sanction required by the Act divide amongst the shareholders, in specie or kind
the whole or any part of the assets of the Company, whether they shall consist of property of the same kind
or not.

For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be

divided as aforesaid and may determine how such division shall be carried out as between the Shareholders
or different classes of Shareholders.

404
101.

102.

104.

105.

© ‘The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories if he considers necessary, but so that no Shareholder shall be
compelled to accept any shares or other Securities whereon there is any liability.

DIRECTOR’S AND OTHER’S RIGHTS TO INDEMNITY

Subject to the provisions of Section 197 of the Act, every Director, manager and other Officer or employee of the
Company shall be indemnified by the Company against any liability incurred by him in the ordinary course of
business and it shall be the duty of the Directors to pay out from the funds of the Company all costs, losses and
expenses which any Director, manager, Officer or employee may incur or become liable to by reason of any contact
entered into by him on behalf of the Company or in any way in the discharge of his duties and in particular, and so
as not to limit the generality of the foregoing provisions against all liabilities incurred by him as such Director,
manager, Officer or employee in defending any proceedings, whether civil or criminal in which judgement is given
in his favour or he is acquitted or in connection with any application under Section 463 of the Act in which relief is
granted by the court and the amount for which such indemnity is provided shall immediately attach as a lien on the
property of the Company and have priority as between the Shareholders over all the claims.

DIRECTOR’S ETC. NOT LIABLE FOR CERTAIN ACTS.

Subject to the provision of Section 197 of the Act, no Director, manager, Officer or employee of the Company shall
be liable for the acts, defaults, receipts and neglects of any other Director, manager, Officer or employee or for
joining in any receipts or other acts for the sake of conformity or for any loss or expenses happening to the Company
through the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be
invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any Person with whom
any monies, securities or effects shall be deposited or for any loss occasioned by an error of judgement or oversight
on his part, or for any other loss, damage or misfortune whatsoever which shall happen in the execution thereof
unless the same shall happen through negligence, default, misfeasance, breach of duty or breach of trust. Without
prejudice to the generality foregoing it is hereby expressly declared that any filing fee payable or any document
required to be filed with the registrar of the companies in respect of any act done or required to be done by any
Director or other Officer by reason of his holding the said office shall be paid and borne by the Company.

INSPECTION BY SHAREHOLDERS

The register of charges, register of investments, register of shareholders, books of accounts and the minutes of the
meeting of the Board and Shareholders shall be kept at the Office of the Company and shall be open, during business
hours, for such periods not being less in the aggregate than two hours in each day as the Board determines for
inspection of any Shareholder without charge. In the event such Shareholder conducting inspection of the
abovementioned documents requires extracts of the same, the Company may charge a fee which shall not exceed
Rupees ten per page or such other limit as may be prescribed under the Act or other applicable provisions of law.

AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

‘The Company may amend its Memorandum of Association and Articles of Association in accordance with Sections
13, 14 and 15 of the Act and such other provisions of Law, as may be applicable from time-to-time. The shareholders
shall vote for all the equity shares owned or held on record by such shareholders at any annual or extraordinary

General meeting of the company in accordance with these Articles.

(a) The shareholders shall not pass any resolution or take any decision which is contrary to any of the terms
of these Articles,

(b) The Articles of the company shall not be amended unless (i) Shareholders holding not less than 75% of
the Equity shares (and who are entitled to attend and vote) cast votes in favour of each such amendment/s
to the Articles.

SECRECY

No Shareholder shall be entitled to inspect the Company’s work without permission of the Managing
Director/Directors or to require discovery of any information respectively any details of Company’s trading or any

405
matter which is or may be in the nature of a trade secret, history of trade or secret process which may be related to
the conduct of the business of the Company and which in the opinion of the Managing Director/Directors will be
inexpedient in the interest of the Shareholders of the Company to communicate to the public.

106. DUTIES OF THE OFFICER TO OBSERVE SECRECY

Every Director, Managing Directors, manager, Secretary, Auditor, trustee, members of the committee, Officer,
servant, agent, accountant or other Persons employed in the business of the Company shall, if so required by the
Director before entering upon his duties, or any time during his term of office, sign a declaration pledging himself
to observe secrecy relating to all transactions of the Company and the state of accounts and in matters relating thereto
and shall by such declaration pledge himself not to reveal any of such matters which may come to his knowledge in
the discharge of his official duties except which are required so to do by the Directors or the Auditors, or by resolution
of the Company in the Shareholders’ Meeting or by a court of law and except so far as may be necessary in order to
comply with any of the provision of these Articles or Law. Nothing herein contained shall affect the powers of the
Central Government or any officer appointed by the government to require or to hold an investigation into the
Company’s affair,

107. GENERAL POWER

Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the
Company could carry out any transaction only if the Company is so authorized by its articles, then and in that case
this Article authorizes and empowers the Company to have such rights, privileges or authorities and to carry such
transactions as have been permitted by the Act, without there being any specific Article in that behalf herein
provided.

At any point of time from the date of adoption of these Articles, if the Articles are or become contrary to the
provisions of the SEBI Listing Regulations, the provisions of the SEBI Listing Regulations shall prevail over the
Articles to such extent and the Company shall discharge all its obligations as prescribed under the SEBI Listing
Regulations, from time to time.

PART II

Part II of the Articles of Association of the Company provides for the rights and obligations of the parties to the
Investment Agreement.

In case of inconsistency or contradiction, conflict or overlap between Part I and Part II, the provisions of Part II
shall, subject to applicable law, prevail and be applicable. However, Part II shall automatically terminate and cease
to have any force and effect from the date of listing of Equity Shares of the Company on a recognized stock
exchange in India pursuant to the Offer and the provisions of Part I shall continue to be in effect and be in force,
without any further corporate or other action, by the Company or by its shareholders.

406
SECTION X - OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and contracts which have been entered or are to be entered into by our
Company (not being contracts entered into in the ordinary course of business carried on by our Company), which
are or may be deemed material were attached to the copy of the Red Herring Prospectus and will be attached to
this Prospectus, as applicable, which will be delivered to the RoC for filing. Copies of the abovementioned
contracts and also the documents for inspection referred to hereunder, could be inspected at the Registered and
Corporate Office between 10 a.m. and 5 p.m. on all Working Days from the date of the Red Herring Prospectus
until the Bid/Offer Closing Date. Copies of such documents and contracts were also available at
https://www.vedantfashions.com/material-contracts for the period set out above.

Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so,
required in the interest of our Company or if required by the other parties, without reference to the Shareholders,
subject to compliance of the provisions contained in the Companies Act and other applicable law.

A. Material Contracts for the Offer

1. Registrar agreement dated September 6, 2021, entered into between our Company, the Selling
Shareholders and the Registrar to the Offer.

2, Offer agreement dated September 9, 2021 entered into between our Company, the Selling Shareholders
and the BRLMs.

3. Cash escrow and sponsor bank agreement dated January 20, 2022, read with the First Amendment
Agreement and the Second Amendment Agreement, entered into between our Company, the Selling
Shareholders, the Registrar to the Offer, the BRLMs, Syndicate Members and the Banker(s) to the
Offer.

4. Share escrow agreement dated January 19, 2022 entered into between the Selling Shareholders, our
Company and the Share Escrow Agent.

5. Syndicate agreement dated January 21, 2022 entered into between our Company, the Selling
Shareholders, the BRLMs, Registrar to the Offer and the Syndicate Members.

6. Underwriting agreement dated February 9, 2022 entered into between our Company, the Selling
Shareholders, and the Underwriters.

B. Material Documents

1. Certified copies of the Memorandum of Association and Articles of Association as amended from time
to time.
2. Certified copy of Takeover Agreement entered into between M/s. Vedant Creation and the Company.

3. Certificate of incorporation dated May 24, 2002.

4. Fresh certificate of incorporation consequent upon conversion to public limited company dated August
25, 2021.

5. Resolution of the Board of Directors dated September 6, 2021, in relation to the Offer and other related
matters.

6. Copy of the ESOP Plan.
7. Scheme of arrangement between Rainbow Iron & Steel Suppliers Private Limited and our Company.

8. Resolution of the Board of Directors dated September 6, 2021 and resolution of our IPO Committee
dated September 9, 2021, approving the Draft Red Herring Prospectus.

407
10.

11;

12.

13.

14.

15.

16.

17,

18.

19.

20.

21.

22.

23.

24,

Resolutions of our Board of Directors and IPO Committee each dated January 22, 2022 approving the
Red Herring Prospectus.

Resolutions of our Board of Directors and IPO Committee each dated February 9, 2022 approving this
Prospectus.

Consent letters each dated September 2, 2021 from the Selling Shareholders in relation to the Offer for
Sale.

Consents dated September 4, 2021 and January 15, 2022 from CRISIL to rely on and reproduce part
or whole of the CRISIL Report and include their name in this Prospectus.

Copy of the Investment Agreement as amended by the agreement dated August 10, 2018 and the
Waiver and Amendment Agreement.

Written consent dated February 9, 2022 from S.R. Batliboi & Co. LLP, Chartered Accountants, to
include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies
Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i)
examination report dated November 8, 2021 on our Restated Consolidated Financial Statements; and
(ii) their report dated September 6, 2021 on the statement of special tax benefits in this Prospectus and
such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert”
shall not be construed to mean an “expert” as defined under the U.S. Securities Act.

The examination report dated November 8, 2021 of the Statutory Auditors on our Restated
Consolidated Financial Statements.

The report on the statement of possible special tax benefits dated September 6, 2021, from the Statutory
Auditors.

Report titled “Assessment of the apparel industry with a special focus on Indian wedding and
celebration wear market in India” dated September 2021 as updated by the addendum dated December
2021 prepared by CRISIL.

Copies of annual reports of our Company for the Fiscals 2021, 2020 and 2019.

Consent of the Directors, BRLMs, Syndicate Members, the legal counsels appointed for the Offer,
Registrar to the Offer, Banker(s) to the Offer, Bankers to our Company, Company Secretary and

Compliance Officer, as referred to in their specific capacities.

Tripartite agreement dated October 4, 2016, among our Company, NSDL and the Registrar to the
Offer.

Tripartite agreement dated September 3, 2021, among our Company, CDSL and the Registrar to the
Offer.

Due diligence certificate dated September 9, 2021, addressed to SEBI from the BRLMs.

In-principle listing approvals dated September 20, 2021 and September 27, 2021 issued by BSE and
NSE, respectively.

SEBI final observation letter bearing reference number SEBI/HO/OW/P//2022/2226 and dated January
18, 2022.

408
DECLARATION

Thereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the guidelines/regulations issued by the SEBI, established under Section 3
of the SEBI Act, as the case may be, have been complied with and no statement, disclosures and undertakings
made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act
or rules made or guidelines or regulations issued thereunder, as the case may be. | further certify that all statements
made in this Prospectus are true and correct.

Signed by the Director of our Company

Ravi Modi
Chairman and Managing Director

Place: Kolkata
Date: February 9, 2022

409
DECLARATION

Thereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the guidelines/regulations issued by the SEBI, established under Section 3
of the SEBI Act, as the case may be, have been complied with and no statement, disclosures and undertakings
made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act
or rules made or guidelines or regulations issued thereunder, as the case may be. | further certify that all statements
made in this Prospectus are true and correct.

Signed by the Director of our Company

Shilpi Modi
Whole-time Director

Place: Kolkata
Date: February 9, 2022

410
DECLARATION

Thereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the guidelines/regulations issued by the SEBI, established under Section 3
of the SEBI Act, as the case may be, have been complied with and no statement, disclosures and undertakings
made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act
or rules made or guidelines or regulations issued thereunder, as the case may be. | further certify that all statements
made in this Prospectus are true and correct.

Signed by the Director of our Company

Sunish Sharma
Nominee Director

Place: Mumbai
Date: February 9, 2022

411
DECLARATION

Thereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the guidelines/regulations issued by the SEBI, established under Section 3
of the SEBI Act, as the case may be, have been complied with and no statement, disclosures and undertakings
made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act
or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements
made in this Prospectus are true and correct.

Signed by the Director of our Company

Manish Mahendra Choksi
Independent Director

Place: Mumbai
Date: February 9, 2022

412
DECLARATION

Thereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the guidelines/regulations issued by the SEBI, established under Section 3
of the SEBI Act, as the case may be, have been complied with and no statement, disclosures and undertakings
made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act
or rules made or guidelines or regulations issued thereunder, as the case may be. | further certify that all statements
made in this Prospectus are true and correct.

Signed by the Director of our Company

Tarun Puri
Independent Director

Place: Bangalore
Date: February 9, 2022

413
DECLARATION

Thereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the guidelines/regulations issued by the SEBI, established under Section 3
of the SEBI Act, as the case may be, have been complied with and no statement, disclosures and undertakings
made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act
or rules made or guidelines or regulations issued thereunder, as the case may be. | further certify that all statements
made in this Prospectus are true and correct.

Signed by the Director of our Company

Abanti Mitra
Independent Director

Place: Mumbai
Date: February 9, 2022

414
DECLARATION

Thereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the guidelines/regulations issued by the SEBI, established under Section 3
of the SEBI Act, as the case may be, have been complied with and no statement, disclosures and undertakings
made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act
or rules made or guidelines or regulations issued thereunder, as the case may be. | further certify that all statements
made in this Prospectus are true and correct.

Signed by the Chief Financial Officer of our Company

Rahul Murarka
Chief Financial Officer

Place: Kolkata
Date: February 9, 2022

415
DECLARATION

We, Rhine Holdings Limited, acting as a Selling Shareholder, hereby certify and declare that all statements,
disclosures and undertakings made or confirmed by us in this Prospectus in relation to ourselves and the Equity
Shares being offered by us in the Offer are true and correct. We assume no responsibility, as a Selling Shareholder,
for any other statements, disclosures and undertakings including, statements made or confirmed by or relating to
the Company or any other person(s) in this Prospectus.

Signed for and on behalf of Rhine Holdings Limited

Authorised Signatory
Name: Santosh Kumar Gujadhur
Designation: Director

Place: Mauritius
Date: February 9, 2022

416
DECLARATION

We, Kedaara Capital Alternative Investment Fund-Kedaara Capital AIF 1, acting as a Selling Shareholder, hereby
certify and declare that all statements, disclosures and undertakings made or confirmed by us in this Prospectus
in relation to ourselves and the Equity Shares being offered by us in the Offer are true and correct. We assume no
responsibility, as a Selling Shareholder, for any other statements, disclosures and undertakings including,
statements made or confirmed by or relating to the Company or any other person(s) in this Prospectus.

Signed for and on behalf of Kedaara Capital Alternative Investment Fund-Kedaara Capital AIF 1

Authorised Signatory
Name: Sunish Sharma
Designation: Authorised Signatory

Place: Mumbai
Date: February 9, 2022

417
DECLARATION

We, Ravi Modi Family Trust (acting through Modi Fiduciary Services Private Limited) acting as a Selling
Shareholder, hereby certify and declare that all statements, disclosures and undertakings made or confirmed by us
in this Prospectus in relation to ourselves and the Equity Shares being offered by us in the Offer are true and
correct. We assume no responsibility, as a Selling Shareholder, for any other statements, disclosures and
undertakings including, statements made or confirmed by or relating to the Company or any other person(s) in
this Prospectus.

Signed for and on behalf of Ravi Modi Family Trust (acting through Modi Fiduciary Services Private
Limited)

Authorised Signatory
Name: Ravi Modi
Designation: Director of Modi Fiduciary Services Private Limited

Place: Kolkata
Date: February 9, 2022

418
