Prospectus

Dated: June 21, 2025

Please read section 26 & 32 of
The Companies Act, 2013
Fixed Price Issue

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view the Prospectus
MARC LOIRE FASHIONS LIMITED
(Formerly known as Marc Loire Fashions Private Limited)
CIN: U18202DL2014PLC266184
Registered Office Contact Person Email and Telephone Website
Plot No. 426/1, First Floor, Rani Vasant Kuber Soni
Email ID: csvasant@marcloire.in
Khera Road, Village Mundaka, Company Secretary & https://marcloire.com/
Tel No: +91 62009 62002
West Delhi, Delhi, India, 110041. Compliance Officer
NAMES OF PROMOTERS OF THE COMPANY
Mr. Arvind Kamboj, Mrs. Shaina Malhotra & Mr. Atul Malhotra
DETAILS OF OFFER TO PUBLIC, PROMOTERS/SELLING SHAREHOLDERS

Type Fresh Issue Size OFS Total Issue Size Eligibility – 229(1) / 229(2) &
Size Share Reservation amount QIB, NII & RII
The Issue is being made pursuant to Regulation 229(1) of SEBI
ICDR Regulations, as the Company's post issue Paid-up capital
21,00,000 21,00,000 would be less than ₹10.00 Crores (Rupees Ten Crores).
Fresh Equity Shares Equity Shares Share Reservation:
Nil
Issue aggregating to aggregating to Minimum 50% to the Retail Individual Investors of “Net Issue”
₹ 2,100.00 Lakhs ₹ 2,100.00 Lakhs Minimum 5% to the Market Maker of “Issue”
For more information, please refer section “Issue Structure”
beginning on Page 257 of this Prospectus.
OFS: Offer for Sale
Details of OFS by Promoter(s)/Promoter Group/Other Selling Shareholders: - NIL -
RISKS IN RELATION TO THE FIRST ISSUE – The face value of the Equity Shares is ₹10/- each. The Issue Price of ₹100/- per equity
share (determined and justified by our Company in consultation with the Lead Manager as stated in “Basis for Issue Price” on page 79 of
this prospectus) should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No
assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will
be traded after listing.
GENERAL RISK
Investments in Equity and Equity related securities involve a degree of risk and investors should not invest any funds in this issue unless
they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an
investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the
Issue including the risks involved. The Equity Shares issued in the Issue have not been recommended or approved by the Securities and
Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the Prospectus. Specific attention of the
investors is invited to the section “Risk Factors” beginning on page 22 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
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 Issue, which is material in the context of the Issue, 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.
LISTING
The Equity Shares Issued through this Prospectus are proposed to be listed on the SME Platform of BSE Limited (“BSE SME”). For the
purpose of this Issue, BSE Limited (“BSE”) is the Designated Stock Exchange.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

FINSHORE MANAGEMENT SERVICES LIMITED MAASHITLA SECURITIES PRIVATE LIMITED

Anandlok Building, Block-A, 2nd Floor, Room No. 207, 451, Krishna Apra Business Square Netaji Subhash Place,
227 A.J.C Bose Road, Kolkata-700020, West Bengal, India Pitampura, North West, New Delhi, Delhi, India, 110034.
Contact Person: Mr. S. Ramakrishna Iyengar Contact Person: Mr Mukul Agrawal
Telephone: 033 – 2289 5101 / 4603 2561 Telephone: 011-47581432
Email: info@finshoregroup.com Email: ipo@maashitla.com
ISSUE PROGRAMME
ISSUE OPENS ON: JUNE 30, 2025 ISSUE CLOSES ON: JULY 02, 2025
 Prospectus
Dated: June 21, 2025
Please read section 26 & 32 of
The Companies Act, 2013
Fixed Price Issue

MARC LOIRE FASHIONS LIMITED

(Formerly known as Marc Loire Fashions Private Limited)
Our Company was originally incorporated as Private Limited Company in the name of “Marc Loire Fashions Private Limited” on March 11, 2014 under the
provision of the Companies Act, 1956 bearing Corporate Identification Number U18202DL2014PTC266184 issued by Registrar of Companies, National Capital of
Territory of Delhi and Haryana. Subsequently, our company was converted into Public Limited Company under the Companies Act, 2013 and the name of our
Company was changed to “Marc Loire Fashions Limited” vide a fresh Certificate of Incorporation dated July 18, 2024 bearing Corporate Identification Number
U18202DL2014PLC266184 issued by Central Processing Centre. For further details of change in name and registered office of our company, please refer to
section titled “Our History and Certain Corporate Matters” beginning on page no 145 of the Prospectus.
Registered Office: Plot No. 426/1, First Floor, Rani Khera Road, Village Mundaka, West Delhi, Delhi, India, 110041.
Contact Person: Vasant Kuber Soni, Company Secretary & Compliance Officer; Tel No.: +91 62009 62002
E-Mail ID: csvasant@marcloire.in, Website: https://marcloire.com/ ; CIN: U18202DL2014PLC266184
OUR PROMOTERS: MR. ARVIND KAMBOJ, MRS. SHAINA MALHOTRA AND MR. ATUL MALHOTRA.
THE ISSUE
INITIAL PUBLIC OFFER OF 21,00,000 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH (“EQUITY SHARES”) OF MARC LOIRE
FASHIONS LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹100/- PER EQUITY SHARE, INCLUDING
A SHARE PREMIUM OF ₹90/- PER EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING TO ₹ 2,100.00 LAKHS (“THE ISSUE”),
OF WHICH 1,05,600 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH FOR CASH AT A PRICE OF ₹100/- PER EQUITY SHARE,
AGGREGATING TO ₹ 105.60 LAKHS WILL BE RESERVED FOR SUBSCRIPTIONS BY THE MARKET MAKER TO THE ISSUE (THE
“MARKET MAKER RESERVATION PORTION”).THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF
19,94,400 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH FOR CASH AT A PRICE OF ₹100/- PER EQUITY SHARE,
AGGREGATING TO ₹ 1,994.40 LAKHS IS HERE IN AFTER REFERRED TO AS THE “NET ISSUE”.THE ISSUE AND THE NET ISSUE
WILL CONSTITUTE 29.58% and 28.09% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE
COMPANY.
THE FACE VALUE OF THE EQUITY SHARE IS ₹10/- EACH AND THE ISSUE PRICE IS ₹ 100/- EACH i.e.,
10.0 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. THE MINIMUM LOT SIZE IS 1,200 EQUITY SHARES
THIS OFFER IS BEING MADE IN TERMS OF CHAPTER IX OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIRMENT) REGULATIONS,
2018 (THE “SEBI ICDR REGULATIONS”) READ WITH RULE 19(2)(b)(i) OF SCRR AS AMENDED. THIS ISSUE IS A FIXED PRICE ISSUE AND
ALLOCATION IN THE NET OFFER TO THE PUBLIC WILL BE MADE IN TERMS OF REGULATION 253(2) OF THE SEBI (ICDR) REGULATIONS,
2018. (For further details please see “The Issue” beginning on page no. 46 of this Prospectus.) A copy will be delivered for filing to the Registrar of Companies
as required under sub-section 4 of Section 26 of the Companies Act, 2013.
In terms of Regulation 256 of SEBI ICDR Regulations read with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, and Unified
Payments Interface (UPI) introduced vide SEBI Circular Ref: SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 all the potential investors shall
participate in the issue only through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be
blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 08, 2019, Retail Individual Investors applying in public issue may use either Application Supported by Blocked Amount (ASBA) process or UPI
payment mechanism by providing UPI ID in the Application Form which is linked from Bank Account of the investor. (For details in this regard, specific
attention is invited to "Issue Procedure" beginning on page no. 260 of this Prospectus.)
RISK IN RELATION TO THE FIRST ISSUE
This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the equity shares is ₹10/- each and the
issue price is 10 times of face value of the equity share. The issue price should not be taken to be indicative of the market price of the equity shares after the
equity shares are listed. No assurance can be given regarding an active or sustained trading in the equity shares of our company or regarding the price at which the
equity shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this 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 this offering. For taking an
investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been
recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific
attention of investors is invited to the statement of “Risk factors” beginning on page no. 22 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this offer document contains all information with regard to the issuer
and the issue which is material in the context of the issue, that the information contained in the offer document 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
make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares of our company issued through this Prospectus are proposed to be listed on the SME Platform of BSE Limited. In terms of Chapter IX of the
SEBI ICDR Regulations, as amended from time to time, our company has received an “in-principal” approval letter dated March 11, 2025 from BSE for using
its name in this offer document for listing of our shares on the BSE SME. For the purposes of the issue, the Designated Stock Exchange will be BSE Limited
(“BSE”).
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

FINSHORE MANAGEMENT SERVICES LIMITED MAASHITLA SECURITIES PRIVATE LIMITED

Anandlok Building, Block-A, 2nd Floor, Room No. 207, 451, Krishna Apra Business Square Netaji Subhash Place,
227 A.J.C Bose Road, Kolkata-700020, West Bengal, India Pitampura, North West, New Delhi, Delhi, India, 110034.
Telephone: 033 – 2289 5101 / 4603 2561 Telephone: 011-47581432
Email: info@finshoregroup.com Email: ipo@maashitla.com
Contact Person: Mr. S. Ramakrishna Iyengar Contact Person: Mr Mukul Agrawal
Website: www.finshoregroup.com Website: www.maashitla.com
Investor Grievance Email: investors@finshoregroup.com Investor Grievance Email: investor.ipo@maashitla.com
SEBI Registration No: INM000012185 SEBI Registration Number: INR000004370
CIN No: U74900WB2011PLC169377 CIN No: U67100DL2010PTC208725
ISSUE PROGRAMME
ISSUE OPENS ON: JUNE 30, 2025 ISSUE CLOSES ON: JULY 02, 2025
Prospectus

SECTION I: DEFINITIONS AND ABBREVIATIONS ................................................................................................. 2

DEFINITIONS AND ABBREVIATIONS ...................................................................................................................... 2
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY & MARKET DATA, AND CURRENCY
PRESENTATION ........................................................................................................................................................... 14
FORWARD-LOOKING STATEMENTS ..................................................................................................................... 16
SECTION II: SUMMARY OF PROSPECTUS ............................................................................................................. 17
SUMMARY OF PROSPECTUS ................................................................................................................................... 17
SECTION III: RISK FACTORS ..................................................................................................................................... 22
RISK FACTORS ............................................................................................................................................................ 22
SECTION IV: INTRODUCTION ................................................................................................................................... 46
THE ISSUE ..................................................................................................................................................................... 46
SUMMARY OF FINANCIAL INFORMATION ......................................................................................................... 47
SECTION V: GENERAL INFORMATION .................................................................................................................. 50
GENERAL INFORMATION ........................................................................................................................................ 50
SECTION VI: CAPITAL STRUCTURE ....................................................................................................................... 58
CAPITAL STRUCTURE ............................................................................................................................................... 58
SECTION VII: PARTICULARS OF THE ISSUE ........................................................................................................ 69
OBJECT OF THE ISSUE............................................................................................................................................... 69
BASIS FOR ISSUE PRICE ............................................................................................................................................ 79
STATEMENT OF POSSIBLE TAX BENEFITS ......................................................................................................... 86
SECTION VIII: ABOUT THE COMPANY AND THE INDUSTRY ........................................................................ 86
INDUSTRY OVERVIEW .............................................................................................................................................. 90
OUR BUSINESS .......................................................................................................................................................... 113
KEY INDUSTRY REGULATIONS AND POLICIES .............................................................................................. 137
OUR HISTORY AND CERTAIN CORPORATE MATTERS.................................................................................. 145
OUR MANAGEMENT ................................................................................................................................................ 149
OUR PROMOTERS AND PROMOTER GROUP ..................................................................................................... 163
GROUP ENTITIES OF OUR COMPANY ................................................................................................................. 170
RELATED PARTY TRANSACTIONS ...................................................................................................................... 173
DIVIDEND POLICY ................................................................................................................................................... 174
SECTION IX: FINANCIAL INFORMATION ........................................................................................................... 175
FINANCIAL STATEMENTS AS RESTATED ......................................................................................................... 175
FINANCIAL INDEBTEDNESS .................................................................................................................................. 215
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS .............................................................................................................................................................. 217
SECTION X: LEGAL AND OTHER INFORMATION ............................................................................................ 228
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ................................................................ 228
GOVERNMENT AND OTHER APPROVALS ......................................................................................................... 232
OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................................. 236
SECTION XI: ISSUE INFORMATION ....................................................................................................................... 249
TERMS OF THE ISSUE .............................................................................................................................................. 250
ISSUE STRUCTURE ................................................................................................................................................... 257
ISSUE PROCEDURE .................................................................................................................................................. 260
RESTRICTIONS OF FOREIGN OWNERSHIP OF INDIAN SECURITIES .......................................................... 280
DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION ...................... 281
SECTION XII: OTHER INFORMATION .................................................................................................................. 295
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................................. 295
DECLARATION .......................................................................................................................................................... 297

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Prospectus

SECTION I: DEFINITIONS AND ABBREVIATIONS

DEFINITIONS AND ABBREVIATIONS

This prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall
have the respective meanings given below. References to statutes, regulations, rules, guidelines and policies will be deemed
to include all amendments and modifications thereto as amended from time to time.

Unless the context otherwise indicates or implies, the following terms shall have the meanings provided below in this
prospectus, and references to any statute or regulations or policies will include any amendments or re-enactments thereto,
from time to time. In case of any inconsistency between the definitions given below and the definitions contained in the
General Information Document (as defined below), the definitions given below shall prevail.

General Terms

TERMS DESCRIPTIONS
“Marc Loire Fashions Unless the context otherwise indicates or implies, Marc Loire Fashions Limited, a
Limited”, “Marc” “The public limited company incorporated under the provision of Companies Act, 2013 and
Company”, “Our Company”, having its Registered Office at Plot No. 426/1, First Floor, Rani Khera Road, Village
“Issuer Company” or “Issuer”, Mundaka, West Delhi, Delhi, India, 110041
“we”, “our” “us” or “Marc
Loire Fashions”
Unless the context otherwise indicates or implies, refers to our Company together with
“we”, “our” or “us”
our Subsidiaries, Associates and Group Companies.
Our Promoters or Promoters of The promoters of our company being Mr. Arvind Kamboj, Mrs. Shaina Malhotra and
the Company Mr. Atul Malhotra.
Includes such persons and entities constituting the promoter group of our Company in
terms of Regulation 2(1) (pp) of the SEBI (ICDR) Regulations, 2018 and as disclosed
Promoter Group
under Section titled “Our Promoters and Promoter Group” on page no. 163 of this
Prospectus.

Company Related Terms

TERMS DESCRIPTIONS
“Articles” or “Articles of
The Articles of Association of our Company, as amended from time to time.
Association” or “AOA”
Audit Committee of our Company constituted in accordance with Companies Act, 2013
Audit Committee as disclosed in the Section titled “Our Management” on page no. 149 of this
prospectus.
“Board of Director(s)” or Unless otherwise specified, The Board of Directors of our Company, as duly constituted
“the/our Board” from time to time, including any committee(s) thereof.
“CFO” or Chief Financial
The Chief Financial Officer of our company being “Mr. Rachit Choudhary”.
Officer
CIN Corporate Identification Number
The Companies Act, 2013 and amendments thereto. The Companies Act, 1956, to the
Companies Act
extent of such of the provisions that are in force.
Company Secretary & The Company Secretary & Compliance Officer of our company being “Mr. Vasant
Compliance Officer Kuber Soni ”.
Corporate Social Responsibility committee in accordance with the Companies Act,
Corporate Social
2013 as disclosed in the Section titled “Our Management” on page no. 149 of this
Responsibility committee
prospectus.
DIN Directors Identification Number.
Director/Director(s) The directors of our Company, unless otherwise specified
ED Executive Director
The Equity Shares of our Company of face value of ₹10/- each, fully paid-up, unless
Equity Shares
otherwise specified in the context thereof.
Equity Shareholders Persons/Entities holding Equity Shares of our Company.
Export Export means taking goods out of India to a place outside India.
Such companies with which there were related party transactions, during the period for
Group Companies/Entities
which financial information is disclosed in this prospectus, which are covered under the

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Prospectus

TERMS DESCRIPTIONS
applicable accounting standards and other companies as considered material by our
Board, as identified in “Our Group Companies”
HUF Hindu Undivided Family.
IBC The Insolvency and Bankruptcy Code, 2016
IFRS International Financial Reporting Standards
Ind AS Indian Accounting Standard
Ind GAAP Generally Accepted Accounting Principles in India.
Import Import means bringing goods into India from a place outside India
Independent Director Non-executive & Independent Director as per the Companies Act, 2013
IT Act The Income Tax Act,1961 as amended till date
A commercial enterprise undertaken jointly by two or more parties which otherwise
JV / Joint Venture
retain their distinct identities.
ISIN International Securities Identification Number In this case being “INE0TBQ01014”
Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
KMP / Key Managerial
ICDR Regulations 2018, Section 2(51) of the Companies Act, 2013 and as disclosed in
Personnel
the chapter titled “Our Management” on page no. 149 of this prospectus.
MD Managing Director
The policy on identification of group companies, material creditors and material
Materiality Policy litigation, adopted by our Board in accordance with the requirements of the SEBI
(ICDR) Regulations
Memorandum/Memorandum
The Memorandum of Association of our Company, as amended from time to time.
of Association/MoA
Nomination and Remuneration committee of our Company constituted in accordance
Nomination and Remuneration
with the Companies Act, 2013 as disclosed in the Section titled “Our Management”
Committee
on page no. 149 of this prospectus.
Non-Residents A person resident outside India, as defined under FEMA Regulations, 2000
The Statutory Auditors of our Company having a valid Peer Review certificate in our
Peer Review/Statutory Auditor case being M/s. S P M G & Company, Chartered Accountant”, 3322-A, 2nd Floor,
Bank Street, Karol Bagh, -110005.
Promoters Shall mean promoters of our Company as mentioned in this prospectus.
Includes such Persons and entities constituting our promoter group covered under
Promoter Group Regulation 2(1)(pp) of the SEBI (ICDR) Regulations as enlisted in the section titled
“Our Promoter and Promoter Group” beginning on page no. 163 of this prospectus.
Plot No. 426/1 First Floor Rani Khera Road Village Mundaka, West Delhi, Delhi, India,
Registered Office
110041
Audited Financial Statements for the financial years ended on 31st March 2025, 31st
March 2024 and 31st March 2023, as restated in accordance with SEBI (ICDR)
Restated Financial Statement
Regulations, comprises of (i) Financial Information as per Restated Summary Financial
Statements and (ii) Other Financial Information.
RoC/Registrar of Companies The Registrar of Companies, Delhi
SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992.
Senior Management means the officers and personnel of the issuer as defined in
Regulation 2(1)(bb) of SEBI (Issue of Capital and Disclosure Requirements)
Senior Management
Regulations, 2018. For details, please refer to section titled “Our Management” on
page no. 149 of this prospectus.
Shareholders Shareholders of our Company
Subscriber to MOA / Initial
Initial Subscriber to MOA
Promoters
WTD Whole Time Director
Stakeholder’s relationship committee of our Company constituted in accordance with
Stakeholders Relationship
the Companies Act, 2013 as disclosed in the Section titled “Our Management” on page
Committee
no. 149 of this prospectus.
A person or an issuer who or which is categorized as a wilful defaulter or fraudulent
borrower by any bank or financial institution (as defined under the Companies Act,
Wilful Defaulter(s) or
2013) or consortium thereof, in accordance with the guidelines on wilful defaulters or
Fraudulent Borrower(s)
fraudulent borrowers issued by the Reserve Bank of India, as defined under Regulation
2(1)(III) of SEBI ICDR Regulations 2018.

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Prospectus

Issue Related Terms

TERMS DESCRIPTIONS
The slip or document issued by the Designated Intermediary to an Applicant as proof
Acknowledgement Slip
of having accepted the Application Form.
Allot/Allotment of/ Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant to the
Equity Shares Issue of Equity Shares to the successful Applicants.
Note or advice or intimation of Allotment sent to the Applicants who have been allotted
Allotment Advice Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchange.
A successful Applicant (s) to whom the Equity Shares are being/have been
Allottee(s)
issued/allotted.
Any prospective investor who makes an application pursuant to the terms of the
Applicant/Investor
prospectus and the Application Form.
An indication to make an offer during the Issue Period by an Applicant, pursuant to
submission of Application Form, to subscribe for or purchase our Equity Shares at the
Application
Issue Price including all revisions and modifications thereto, to the extent permissible
under the SEBI (ICDR) Regulations.
The number of Equity Shares applied for and as indicated in the Application Form
Application Amount multiplied by the price per Equity Share payable by the Applicants on submission of
the Application Form.
The form in terms of which an Applicant shall make an Application and which shall be
Application Form
considered as the application for the Allotment pursuant to the terms of this prospectus.
An application, whether physical or electronic, used by ASBA Bidders, to make a Bid
authorizing a SCSB to block the Bid Amount in the ASBA Account including the bank
account linked with UPI ID.
Application Supported by
Pursuant to SEBI Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
Blocked Amount/ASBA or UPI
November 08, 2019, Retail Individual Investors applying in public issue may use either
Application Supported by Blocked Amount (ASBA) process or UPI payment
mechanism by providing UPI ID in the Application Form which is linked from Bank
Account of the investor.
A bank account linked with or without UPI ID, maintained with an SCSB and specified
ASBA Account in the ASBA Form submitted by Applicants for blocking the Bid Amount mentioned
in the ASBA Form
Any prospective investors in this Issue who apply for Equity Shares of our Company
ASBA Applicant(s)
through the ASBA process in terms of this prospectus.
An application form (with or without the use of UPI, as may be applicable), whether
ASBA Forms physical or electronic, used by ASBA Applicants, which will be considered as the
application for Allotment in terms of the prospectus.
Such Branches of the SCSBs which shall collect the Application Forms used by the
ASBA Application Applicants applying through the ASBA process and a list of which is available on
Location(s)/Specified Cities 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
Bank which are clearing members and registered with SEBI as banker to an issue and
Banker to the Issue with whom the Public Issue Account will be opened, in this case being “Kotak
Mahindra Bank Limited”
Agreement dated May 20, 2025, entered into amongst the Company, Lead Manager,
Banker to the Issue Agreement
the Registrar and the Banker of the Issue.
The basis on which the Equity Shares will be Allotted to successful Applicants under
Basis of Allotment the Issue, as described in the Section titled, “Issue Procedure, - Basis of Allotment”
beginning on page no. 260 of this prospectus.
Broker centres notified by the Stock Exchanges, where the Applicants can submit the
Application Forms to a Registered Broker. The details of such broker centres, along
Broker Centres
with the names and contact details of the Registered Brokers, are available on the
website of the BSE i.e., www.bseindia.com
All recognized members of the stock exchange of BSE would be eligible to act as the
Broker to the Issue
Broker to the Issue.

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Prospectus

TERMS DESCRIPTIONS
The note or advice or intimation sent to each successful Applicant indicating the Equity
CAN or Confirmation of
Shares which will be Allotted, after approval of Basis of Allotment by the Designated
Allocation Note
Stock Exchange.
Client Identification Number maintained with one of the Depositories in relation to
Client ID
demat account.
Collection Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms.
A depository participant as defined under the Depositories Act, 1996, registered with
Collecting Depository SEBI and who is eligible to procure Applications at the Designated CDP Locations in
Participant or CDP terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015,
issued by SEBI.
Such branches of the SCSBs which coordinate Applications under this Issue made by
the Applicants with the Lead Manager, the Registrar to the Issue and the Stock
Controlling Branches of SCSBs
Exchanges, a list of which is provided on http://www.sebi.gov.in or at such other
website as may be prescribed by SEBI from time to time.
The demographic details of the Applicants such as their Address, PAN, Occupation
Demographic Details
and Bank Account details.
A depository registered with SEBI under the SEBI (Depositories and Participant)
Depository/Depositories
Regulations, 1996, as amended from time to time, being NSDL and CDSL.
Depository Participant/DP A depository participant as defined under the Depositories Act, 1966.
Such locations of the CDPs where Applicant can submit the Application Forms to
Collecting Depository Participants.
Designated CDP Locations
The details of such Designated CDP Locations, along with names and contact details
of the Collecting Depository Participants eligible to accept Application Forms are
available on the websites of the Stock Exchange i.e., www.bseindia.com
The date on which the funds are transferred by the Escrow Collection Bank from the
Escrow Account(s) or the instructions are given to the SCSBs to unblock the ASBA
Accounts including the accounts linked with UPI ID and transfer the amounts blocked
Designated Date by SCSBs as the case may be, to the Public Issue Account, as appropriate in terms of
the prospectus and the aforesaid transfer and instructions shall be issued only after
finalisation of the Basis of Allotment in consultation with the Designated Stock
Exchange.
An SCSB with whom the bank account to be blocked, is maintained, a syndicate
Designated Intermediaries/ member (or sub-syndicate member), a Registered Broker, Designated CDP Locations
Collecting Agent for CDP, a registrar to an issue and share transfer agent (RTA) (whose names is
mentioned on website of the stock exchange as eligible for this activity).
Such locations of the RTAs where Applicant can submit the Application Forms to
RTAs.
Designated RTA Locations The details of such Designated CDP Locations, along with names and contact details
of the Collecting Depository Participants eligible to accept Application Forms are
available on the websites of the Stock Exchange i.e. www.bseindia.com
Designated Stock Exchange BSE Limited
The Draft prospectus dated December 07, 2024 issued in accordance with Section 26
Draft prospectus & 32 of the Companies Act, 2013 filed with BSE Limited under SEBI (ICDR)
Regulations.
DP Depository Participant.
DP ID Depository Participant’s Identity number.
NRI(s) from such jurisdiction outside India where it is not unlawful to make an Issue
or invitation under the Issue and in relation to whom this prospectus constitutes an
Eligible NRI(s)
invitation to subscribe for the Equity Shares Issued herein on the basis of the terms
thereof.
Qualified Foreign Investors from such jurisdictions outside India where it is not
unlawful to make an offer or invitation under the Issue and in relation to whom the
Eligible QFIs prospectus constitutes an invitation to purchase the Equity Shares Issued thereby and
who have opened demat accounts with SEBI registered qualified depository
participants.
Electronic Transfer of Funds Refunds through ECS, NEFT, Direct Credit or RTGS as applicable.
Equity Shares Equity Shares of our Company of face value ₹10/- each.

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TERMS DESCRIPTIONS
FII/Foreign Institutional Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors)
Investors Regulations, 1995, as amended) registered with SEBI under applicable laws in India.
First/Sole Applicant The Applicant whose name appears first in the Application Form or Revision Form.
Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign
Investors Venture Capital Investor) Regulations, 2000.
A Foreign Portfolio Investor who has been registered pursuant to the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, provided that
FPI / Foreign Portfolio Investor any FII who holds a valid certificate of registration shall be deemed to be a foreign
portfolio investor till the expiry of the block of three years for which fees have been
paid as per the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended
The General Information Document for investing in public issues prepared and issued
General Information Document /
in accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated
GID
March 17, 2020 and the UPI Circulars, as amended from time to time.
GIR Number General Index Registry Number.
IPO Initial Public Offering
Public issue of 21,00,000 Equity Shares of face value of ₹10/- each of our Company
Issue/Public Issue/Issue Size
for cash at a price of ₹100/- per Equity Share aggregating to ₹ 2,100.00 Lakhs by our
Initial Public Issue/IPO
Company, in terms of this prospectus.
The Issue Agreement dated November 15, 2024 between our Company and Lead
Issue Agreement
Manager.
Issue Closing Date The date on which Issue Closes for Subscription.
Issue Opening Date The date on which Issue Opens for Subscription.
The period between the Issue Opening Date and the Issue Closing Date, inclusive of
Issue Period
both days, during which prospective Investors may submit their application.
The price at which the Equity Shares are being issued by our Company being ₹100/-
Issue Price
per Equity Share.
The proceeds of the Issue as stipulated by the Company. For further information about
Issue Proceeds the use of the Issue Proceeds please refer to Section titled “Objects of the Issue”
beginning on page no. 69 of this prospectus.
means a merchant banker registered with the SEBI and appointed by the issuer to
manage the issue and in case of a book-built issue, the lead manager(s) appointed by
Lead Manager/LM the issuer shall act as the book running lead manager(s) for the purposes of book
building. Lead Manager to the Issue, in this case being “M/s. Finshore Management
Services Limited”.
Unless the context specifies otherwise, this means the Equity Listing Agreement to be
Listing Agreement
signed between our Company and the BSE Limited.
Market Maker appointed by our Company from time to time, in this case being “JSK
Securities and Services Private Limited” who has agreed to receive or deliver the
Market Maker specified securities in the market making process for a period of three years from the
date of listing of our Equity Shares or for any other period as may be notified by SEBI
from time to time.
The Market Making Agreement dated June 09, 2025, between our Company, Lead
Market Making Agreement
Manager and Market Maker.
Market Maker Reservation Up to 1,05,600 Equity Shares of ₹10/- each fully paid-up of our Company for cash at a
Portion price of ₹100/- per Equity Share aggregating to ₹ 105.60 Lakhs only.
Mutual fund (s) registered with SEBI pursuant to the SEBI (Mutual Funds)
Mutual Fund(s)
Regulations, 1996, as amended from time to time.
The Issue (excluding the Market Maker Reservation Portion) of up to 19,94,400 Equity
Net Issue Shares of face value ₹10/- each for cash at an Issue price of ₹100/- per Equity Share
(the “Issue Price”), aggregating to ₹ 1,994.40 Lakhs Only.
Net Proceeds The Issue Proceeds, less the Issue related expenses, received by the Company.
National Payments Corporation of India (NPCI), a Reserve Bank of India (RBI)
initiative, is an umbrella organization for all retail payments in India. It has been set up
NPCI
with the guidance and support of the Reserve Bank of India (RBI) and Indian Banks
Association (IBA)
All Applicants, including sub-accounts of FIIs registered with SEBI which are foreign
Non-Institutional Investors or corporate or foreign individuals, that are not QIBs or Retail Individual Investors and
NIIs who have applied for Equity Shares for an amount of more than ₹2 Lakh (but not
including NRIs other than Eligible NRIs).

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TERMS DESCRIPTIONS
BSE BSE Limited
SME Platform of BSE Limited as per the Rules and Regulations laid down by SEBI
BSE SME
for listing of equity shares
Investors other than Retail Individual Investors. These include individual applicants
Other Investor other than retail individual investors and other investors including corporate bodies or
institutions irrespective of the number of specified securities applied for.
Overseas Corporate Body means and includes an entity defined in clause (xi) of
Regulation 2 of the Foreign Exchange Management (Withdrawal of General
Permission to Overseas Corporate Bodies (OCB’s) Regulations 2003 and which was
Overseas Corporate Body/OCB in existence on the date of the commencement of these Regulations and immediately
prior to such commencement was eligible to undertake transactions pursuant to the
general permission granted under the Regulations. OCBs are not allowed to invest in
this Issue.
Investors other than Retail Individual Investors. These include individual Applicants
Other Investors other than retail individual investors and other investors including corporate bodies or
institutions irrespective of the number of specified securities applied for.
Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, company, partnership, limited liability
Person/ Persons company, joint venture, or trust, or any other entity or organization validly constituted
and/or incorporated in the jurisdiction in which it exists and operates, as the context
requires.
The prospectus dated June 21, 2025 registered with the ROC in accordance with the
Prospectus provisions of Section 26 & 32 of the Companies Act, 2013 and SEBI ICDR
Regulations.
The Bank Account opened with the Banker(s) to this Issue under Section 40 of the
Public Issue Account Companies Act, 2013 to receive monies from the SCSBs from the bank accounts of the
ASBA Accounts on the Designated Date.
Qualified Institutional Buyers or A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR
QIBs Regulations.
Stockbrokers registered with the stock exchanges having nationwide terminals, other
Registered Brokers
than the Members of the Syndicate.
Registrar and share transfer agents registered with SEBI and eligible to procure
Registrar and Share Transfer
Applications at the Designated RTA Locations in terms of circular no.
Agents or RTAs
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI.
Registrar/Registrar to this
Registrar to the Issue in our case being “M/s. Maashitla Securities Private Limited”.
Issue/RTI
The agreement dated November 15, 2024 entered into between our Company and the
Registrar Agreement Registrar to the Issue in relation to the responsibilities and obligations of the Registrar
pertaining to the Issue.
SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018 as amended
Regulations
from time to time.
Reserved Category/ Categories Categories of persons eligible for making application under reservation portion.
Retail Individual Bidder(s) or Individual Bidders, who have Bid for the Equity Shares for an amount not more than
RIB(s)or Retail Individual ₹200,000 in any of the bidding options in the Offer (including HUFs applying through
Investor(s) or RII(s) their Karta and Eligible NRIs)
The form used by the Applicants to modify the quantity of Equity Shares or the
Revision Form Application Amount in any of their Application Forms or any previous Revision
Form(s), as applicable.
Banks registered with SEBI, Issuing Services in relation to ASBA, a list of which is
Self-Certified Syndicate
available on the website of SEBI at
Bank(s) or SCSB(s)
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
“SME exchange” means a trading platform of a recognised stock exchange having
nationwide trading terminals permitted by the SEBI to list the specified securities
SME Exchange
issued in accordance with Chapter IX of SEBI ICDR and includes a stock exchange
granted recognition for this purpose but does not include the Main Board;
Collection Centres where the SCSBs shall accept application forms, a list of which is
Specified Locations
available on the website of the SEBI (www.sebi.gov.in) and updated from time to time.
Sponsor Bank means a Banker to the Issue registered with SEBI which is appointed by
Sponsor Bank
the Issuer to act as a conduit between the Stock Exchanges and NPCI in order to push

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TERMS DESCRIPTIONS
the mandate collect requests and / or payment instructions of the retail investors into
the UPI
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 issued by
SEBI (ICDR) Regulations /
SEBI on September 11, 2018, as amended from time to time, including instructions and
ICDR Regulation / Regulation
clarifications issued by SEBI from time to time.
The Securities and Exchange Board of India (Prohibition of Insider Trading)
SEBI Insider Trading
Regulations, 2015 as amended, including instructions and clarifications issued by SEBI
Regulations
from time to time.
SEBI Takeover Regulations or Securities and Exchange Board of India (Substantial Acquisition of Shares and
SEBI (SAST)Regulations Takeover) Regulations, 2011, as amended from time to time.
Securities and Exchange Board of India (Listing Obligations and Disclosure
SEBI Listing Regulations, 2015/
Requirements) Regulations, 2015 / Securities and Exchange Board of India (Listing
SEBI Listing Regulations/
Obligations and Disclosure Requirements) (Amendment) Regulations, 2020 and as
Listing Regulations/ SEBI
amended thereto, including instructions and clarifications issued by SEBI from time to
(LODR)
time.
The slip or document issued by a member of the Syndicate or an SCSB (only on
Transaction Registration Slip
demand), as the case may be, to the applicants, as proof of registration of the
/TRS
Application
Unified Payments Interface (UPI) is an instant payment system developed by the NPCI.
It enables merging several banking features, seamless fund routing & merchant
UPI payments into one hood. UPI allows instant transfer of money between any two
persons’ bank accounts using a payment address which uniquely identifies a person's
bank a/c.
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI
circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020, SEBI
circular number SEBI/HO/CFD/DIL2/OW/P/2021/2481/1/M dated March 16, 2021,
SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021,
SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021,
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 05, 2022,
UPI Circulars
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022,
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI master circular no.
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 along with the circular
issued by the National Stock Exchange of India Limited having reference no. 25/2022
dated August 3, 2022 and the circular issued by BSE Limited having reference no.
20220803-40 dated August 3, 2022 and any subsequent circulars or notifications issued
by SEBI and Stock Exchanges in this regard along with the circular issued by the
National Stock Exchange of India Limited having reference no. 25/2022 dated August
3, 2022 and any subsequent circulars or notifications issued by SEBI in this regard and
any subsequent circulars or notifications issued by SEBI in this regard.
ID created on Unified Payment Interface (UPI) for single window mobile payment
UPI ID
system developed by the National Payment Corporation of India (NPCI).
A request (intimating the RIB by way of a notification on the UPI linked mobile
application and by way of an SMS on directing the RIB to such UPI linked mobile
application) to the RIB initiated by the Sponsor Bank to authorise blocking of funds on
the UPI application equivalent to Bid Amount and subsequent debit of funds in case of
Allotment. In accordance with SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No.
UPI Mandate Request SEBI/HO/CFD/DIL2/CIR/P/2019/85 da ted July 26, 2019, Retail Individual Investors
Bidding using the UPI Mechanism may apply through the SCSBs and mobile
applications whose names appears on the website of the
SEBI(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&int mId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intm
Id=43) respectively, as updated from time to time
The mechanism that was used by an RIB to make a Bid in the Offer in accordance with
UPI Mechanism
the UPI Circulars on Streamlining of Public Issues

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TERMS DESCRIPTIONS
UPI PIN Password to authenticate UPI transaction
Underwriters M/s. Finshore Management Services Limited
The Underwriting Agreement dated June 09, 2025, entered into between our Company
Underwriting Agreement
and the Underwriters.
U.S. Securities Act U.S. Securities Act of 1933, as amended
“Working day” means all days on which commercial banks in Mumbai are open for
business. However, till issue period, working day shall mean all days, excluding
Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are
open for business.
Working Days
The time period between the bid/issue closing date and the listing of the specified
securities on the stock exchanges, working day shall mean all trading days of the stock
exchanges, excluding Sundays and bank holidays, as per circulars issued by the SEBI,
as per the SEBI Circular SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
and in terms of regulation 2(1)(mmm) of SEBI ICDR Regulations 2018.

Conventional and General Terms

TERMS DESCRIPTIONS
ACIT Assistant Commissioner of Income Tax.
The alternative investment funds, as defined in, and registered with SEBI under the
AIF(s) Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012.
Air Act, 1981 Air (Prevention and Control of Pollution) Act, 1981.
Category I Foreign Portfolio FPIs who are registered as “Category I foreign portfolio investor” under the SEBI FPI
Investor(s) Regulations.
Category II Foreign Portfolio FPIs who are registered as “Category II foreign portfolio investor” under the SEBI FPI
Investor(s) Regulations.
Category III Foreign Portfolio FPIs who are registered as “Category III foreign portfolio investor” under the SEBI
Investor(s) FPI Regulations.
Companies Act, 1956 (without reference to the provisions thereof that have ceased to
Companies Act, 1956 have effect upon notification of the sections of the Companies Act, 2013) along with
the relevant rules made there under.
Companies Act/Companies Act, Companies Act, 2013, to the extent in force pursuant to the notification of sections of
2013 the Companies Act, 2013, along with the relevant rules made there under.
Competition Act The Competition Act, 2002.
Consolidated FDI Policy dated October 15, 2020, issued by the Department of
Consolidated FDI Policy Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of
India, and any modifications thereto or substitutions thereof, issued from time to time.
CST Act Central Sales Tax Act, 1956.
FCNR Account Foreign currency non-resident account.
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations there under.
Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
FEMA Regulations
Outside India) Regulations 2000.
FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations.
Financial Year/ Fiscal/ Fiscal Period of twelve (12) months ended March 31 of that particular year, unless otherwise
Year/F.Y. stated.
Foreign Portfolio Investors, as defined under the SEBI FPI Regulations and registered
Foreign Portfolio Investor or FPI
with SEBI under applicable laws in India.
“Fugitive economic offender” shall mean an individual who is declared a fugitive
Fugitive economic offender economic offender under section 12 of the Fugitive Economic Offenders Act, 2018
(17 of 2018)
FVCI Foreign Venture Capital Investor, registered under the FVCI Regulations.
Securities and Exchange Board of India (Foreign Venture Capital Investors)
FVCI Regulations
Regulations, 2000.
Hazardous Wastes (Management, Handling and Trans boundary Movement) Rules,
Hazardous Waste Rules, 2008
2008.
Income Tax Act or the I.T. Act The Income Tax Act, 1961.

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TERMS DESCRIPTIONS
New Indian Accounting Standards notified by Ministry of Corporate Affairs on
Ind AS February 16, 2015, applicable from Financial Year commencing April 1, 2016, as
amended.
LLP Act The Limited Liability Partnership Act, 2008.
The sections of the Companies Act, 2013, that have been notified by the Government
Notified Sections
as having come into effect prior to the date of this prospectus.
NRE Account Non-resident external account.
NRO Account Non-resident ordinary account.
RBI Act Reserve Bank of India Act, 1934.
SCRA Securities Contracts (Regulation) Act, 1956.
SCRR Securities Contracts (Regulation) Rules, 1957.
SEBI The Securities and Exchange Board of India, constituted under the SEBI Act.
SEBI Act Securities and Exchange Board of India Act, 1992.
Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
SEBI AIF Regulations
2012.
Securities and Exchange Board of India (Foreign Institutional Investors) Regulations,
SEBI FII Regulations
1995.
Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
SEBI FPI Regulations
2014.
Securities and Exchange Board of India (Foreign Venture Capital Investors)
SEBI FVCI Regulations
Regulations, 2000.
Securities and Exchange Board of India (Issue of Capital and Disclosure
SEBI (ICDR) Regulations
Requirements) Regulations, 2018, as amended from time to time.
SEBI (LODR) Regulations/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
SEBI Listing Regulations amended.
Securities and Exchange Board of India (Substantial Acquisition of Shares and
SEBI Takeover Regulations
Takeovers) Regulations, 2011.
The erstwhile Securities and Exchange Board of India (Venture Capital Funds)
SEBI VCF Regulations
Regulations, 1996.
Securities Act U.S. Securities Act of 1933, as amended.
State Government The government of a state of the Union of India.
STT Securities Transaction Tax.
Sub-accounts registered with SEBI under the SEBI FII Regulations other than sub-
Sub-account
accounts which are foreign corporate or foreign individuals.
Venture Capital Funds as defined and registered with SEBI under the SEBI VCF
VCFs
Regulations.
Water Act, 1974 Water (Prevention and Control of Pollution) Act, 1974.

Technical and Industry related terms

TERMS DESCRIPTIONS
BPM Business Process Management
BU Billion Units
CAGR Compounding Annual Growth Rate
CPI Consumer Price Index
CSO Central Statistics Office’s
DGGI Director General of Goods & Services Tax Intelligence
DIPP Department of Industrial Policy and Promotion
DPIIT Department for Promotion Industry and Internal Trade
DPR Detailed Project Report
EDP Electronic Data Processing
EPFO Employees’ Provident Fund Organisation
ESI Employee State Insurance
EU European Union
FCNR Foreign Currency Non-Resident
FDI Foreign Direct Investment
FY Financial Year
GDP Gross Domestic Product

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TERMS DESCRIPTIONS
GST Goods and Service Tax
GVA Gross Value Added
G-sec Government Securities
IBEF India Brand Equity Foundation
IMF International Monetary Fund
IMP/HRS Impression per Hour
INR Indian Rupee Rates
MNC Multinational Corporation
MOU Memorandum of Understanding
MSMEs Micro, Small and Medium Enterprises
MYEA Mid-Year Economic Analysis
NH National Highway
NITI Aayog National Institution for transforming India
NMP National Manufacturing Policy
OMR Optical Marking Recognition
OSA Out Sourcing Agent
PMA Preferential Market Access
PSUs Public Sector Undertaking
RIMS Records and Information Management Services
RBI Reserve Bank of India
R&D Research and Development
SED Strategic Engineering Division
SEZ Special Economic Zone
SMB Server Message Block
TFA Trade Facilitation Agreement
UPS Uninterrupted Power Supply
US United States
VDP Variable Data Printing
WPI Wholesale Price Index

Abbreviations

TERMS DESCRIPTIONS
Rs. or ₹ or Rupees or INR Indian Rupees.
AGM Annual General Meeting.
AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of India.
A.Y. Assessment year.
BC Before Christ.
BIFMA Business and Institutional Furniture Manufacturers Associations
BPLR Bank Prime Lending Rate.
BSE BSE Limited.
CARO Companies (Auditor’s Report) Order, 2016 & 2020, as amended
CDSL Central Depository Services (India) Limited.
CEO Chief Executive Officer.
CIN Corporate Identity Number.
CLB Company Law Board.
CrPC Criminal Procedure Code, 1973, as amended.
CSR Corporate Social Responsibility.
DIN Director Identification Number.
DP ID Depository participant’s identification.
ECS Electronic Clearing System.
EBITDA Earnings before Interest, Tax Depreciation and Amortisation.
EGM Extraordinary General Meeting of the Shareholders of the Company.
EPS Earnings Per Share.
ESOS Employee Stock Option Scheme.
FDI Foreign direct investment.
FIPB Foreign Investment Promotion Board.
GAAR General anti avoidance rules.

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Prospectus

TERMS DESCRIPTIONS
GBP Great Britain Pound.
GIR General index register.
GOI/Government Government of India.
GST Goods & Service Tax
HNI High Net Worth Individual.
HUF Hindu Undivided Family.
ICAI Institute of Chartered Accountants of India.
IFRS International Financial Reporting Standards.
Indian GAAP Generally Accepted Accounting Principles in India.
ISO International Organization for Standardization.
IT Act The Income Tax Act, 1961, as amended.
IT Rules The Income Tax Rules, 1962, as amended.
JV Joint Venture.
MCA Ministry of Corporate Affairs, Government of India.
MoU Memorandum of Understanding.
N.A. Not Applicable.
Net asset value being paid up equity share capital plus free reserves (excluding reserves
created out of revaluation) less deferred expenditure not written off (including
NAV/Net Asset Value
miscellaneous expenses not written off) and debit balance of profit and loss account,
divided by number of issued Equity Shares.
NECS National Electronic Clearing Services.
NEFT National Electronic Fund Transfer.
NoC No Objection Certificate.
No. Number.
NR Non-Resident.
NSDL National Securities Depository Limited.
NTA Net Tangible Assets.
p.a. Per annum.
PAN Permanent Account Number.
PAT Profit After Tax.
PBT Profit Before Tax.
PCB Pollution Control Board.
P/E Ratio Price per Earnings Ratio.
Pvt. Private.
RBI Reserve Bank of India.
RoC Registrar of Companies.
ROCE Return on Capital Employed
RONW Return on Net Worth.
RTGS Real Time Gross Settlement.
SCN Show Cause Notice.
SCSB Self-Certified Syndicate Bank.
SME Small and Medium Enterprises
STT Securities Transaction Tax
TAN Tax Deduction Account Number
TIN Taxpayers Identification Number
UIN Unique Identification Number.
US United States.
VAT Value Added Tax.
w.e.f. With effect from
YoY Year on Year.

The words and expressions used but not defined in this prospectus will have the same meaning as assigned to such terms
under the Companies Act, the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”), the SCRA, the
Depositories Act and the rules and regulations made thereunder.

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Notwithstanding the foregoing, the terms defined -

a) In the section titled “Description of Equity Shares and Terms of the Articles of Association” beginning on page 281
of this prospectus, shall have the meaning given to such terms in that section;
b) In the chapter titled “Financial Statements as Restated” beginning on page 175 of this prospectus, shall have the
meaning given to such terms in that chapter;
c) In the section titled “Risk Factors” beginning on page22 of this prospectus, shall have the meaning given to such terms
in that section;
d) In the chapter titled “Statement of Possible Tax Benefits” beginning on page 86 of this prospectus, shall have the
meaning given to such terms in that chapter; and
e) In the chapter titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on page 217 of this prospectus, shall have the meaning given to such terms in that chapter.

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Prospectus

CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY & MARKET DATA, AND

CURRENCY PRESENTATION

Certain Conventions

Unless otherwise specified or the context otherwise requires, all references to “India” in this prospectus are to the Republic
of India.

Unless stated otherwise, all references to page numbers in this prospectus are to the page numbers of this prospectus.

In this prospectus, the terms “the Company”, “our Company”, “Issuer”, “Issuer Company”, “Marc Loire Fashions Limited”,
“Marc Loire Fashions”, “Marc Loire” and “MLFL” unless the context otherwise indicates or implies, refers to “Marc Loire
Fashions Limited”.

In this prospectus, the terms “we”, “us”, “our”, unless the context otherwise indicates or implies, refers to our Company
together with our Subsidiaries, Associates and Group Companies, if any.

In this prospectus, unless the context otherwise requires, all references to one gender also refers to another gender and the
word “Lac / Lakh” means “one hundred thousand”, the word “million (mn)” means “Ten Lacs / Lakhs”, the word “Crore”
means “ten millions” and the word “billion (bn)” means “one hundred crores”. In this prospectus, any discrepancies in any
table between total and the sum of the amounts listed are due to rounding-off.

Financial Data

Unless stated otherwise, the financial information in this prospectus are extracted from the restated Financial Statements of
our Company for the Financial Years ended on 31st March 2025, 31st March 2024 and 31st March 2023, prepared in
accordance with Ind AS and the Companies Act, and restated in accordance with the SEBI (ICDR) Regulations, as stated in
the report of our Peer Reviewed Auditor, set out in the section titled “Financial Statements as Restated” beginning on page
no 175 of this prospectus. Our restated financial statements are derived from our audited financial statements prepared in
accordance with Ind AS and the Companies Act and have been restated in accordance with the SEBI (ICDR) Regulations.

Our fiscal year commences on 1st April of each year and ends on 31st March of the next year. All references to a particular
fiscal year are to the 12 months period ended 31st March of that year. In this prospectus, any discrepancies in any table
between the total and the sums of the amounts listed are due to rounding-off. All decimals have been rounded off to two
decimal points.

There are significant differences between Indian GAAP, Ind AS, IFRS and U.S. GAAP. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included herein, and the investors should consult their
own advisors regarding such differences and their impact on the financial data. Accordingly, the degree to which the restated
financial statements included in the prospectus will provide meaningful information is entirely dependent on the reader's
level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices
on the financial disclosures presented in the prospectus should accordingly be limited.

Unless otherwise indicated, any percentage amounts, as set forth in this prospectus, including in the Sections titled “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page no. 22, 113, and 217 respectively, have been calculated on the basis of the restated audited
financial statements of our Company included in this prospectus.

Currency and Units of Presentation

All references to “Rupees”, “Rs.”, “INR” or “₹” are to Indian Rupees, the official currency of the Republic of India. All
references to “£” or “GBP” are to Great Britain Pound, the official currency of the United Kingdom. All references to “$”,
“US$”, “USD”, “U.S. $” or “U.S. Dollars” are to United States Dollars, the official currency of the United States of America

Our Company has presented certain numerical information in this prospectus in “Lakh” units. One lakh represents 1,00,000.
In this prospectus, any discrepancies in any table between the total and the sums of the amounts listed therein are due to
rounding-off.

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Prospectus

All references to ‘million’ / ‘Million’ / ‘Mn’ refer to one million, which is equivalent to ‘ten lacs’ or ‘ten lakhs’, the word
‘Lacs / Lakhs / Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten million and ‘billion / bn./ Billions’ means ‘one
hundred crores’

Industry and Market Data

Unless stated otherwise, industry and market data used throughout this prospectus has been derived from Ministry of
Statistics and Programme Implementation (MOSPI), RBI, Press Information Bureau, Department of Industrial Policy &
Promotion, Department for Promotion of Industry and Internal Trade, India Brand Equity Foundation (IBEF) and industry
publications etc. Industry publications generally state that the information contained in those publications has been obtained
from sources believed to be reliable but that their accuracy and completeness are not guaranteed, and their reliability cannot
be assured. Although, we believe that the industry and market data used in this prospectus is reliable, neither we nor the Lead
Manager nor any of their respective affiliates or advisors have prepared or verified it independently. The extent to which the
market and industry data used in this prospectus is meaningful depends on the reader’s familiarity with and understanding
of the methodologies used in compiling such data.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including
those discussed in the Section titled “Risk Factors” beginning on page no. 22 of this prospectus. Accordingly, investment
decisions should not be based on such information.

Exchange Rates

This prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been presented
solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these
currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian
Rupee and other foreign currencies:

Currency# As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
1 USD 85.58 83.37 82.22
Note: If the reference rate is not available on a particular date due to a public holiday, exchange rates of the previous
Working Day has been disclosed. The reference rates are rounded off to two decimal places.
# Source: www.fbil.org.in

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FORWARD-LOOKING STATEMENTS

The Company has included statements in this prospectus which contain words or phrases such as “may”, “will”, “aim”,
“believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “seek to”, “future”, “objective”, “goal”,
“project”, “should”, “potential” and similar expressions or variations of such expressions, that are or may be deemed to be
forward looking statements.

All statements regarding the expected financial condition and results of operations, business, plans and prospects are forward-
looking statements. These forward-looking statements include statements as to the business strategy, the revenue,
profitability, planned initiatives. These forward-looking statements and any other projections contained in this prospectus
(whether made by us or any third party) are predictions and involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements or other projections. Important factors that could
cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under
the Section titled “Risk Factors”; “Industry Overview”; “Our Business”; and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”; beginning on page no. 22, 86, 113 and 217, respectively, of this
prospectus.

The forward-looking statements contained in this prospectus are based on the beliefs of our management, as well as the
assumptions made by and information currently available to our management. Although we believe that the expectations
reflected in such forward-looking statements are reasonable at this time, we cannot assure investors that such expectations
will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-
looking statements. If any of these risks and uncertainties materializes, or if any of the underlying assumptions prove to be
incorrect, the actual results of operations or financial condition could differ materially from that described herein as
anticipated, believed, estimated or expected. All subsequent written and oral forward-looking statements attributable to us
are expressly qualified in their entirety by reference to these cautionary statements.

Certain important factors that could cause actual results to differ materially from our Company’s expectations include, but
are not limited to, the following:
• Changes in laws and regulations relating to the Sectors in which we operate;
• Emergence of alternate products which may be technologically advanced and our inability to keep pace with the
change
• Political instability or changes in the Government in India or in the government of the states where we operate could
cause us significant adverse effects;
• Our dependence on limited number of customers/suppliers/brands for a significant portion of our revenues;
• Any failure to comply with the financial and restrictive covenants under our financing arrangements;
• Our ability to retain and hire key employees or maintain good relations with our workforce;
• Impact of any reduction in sales of our products;
• Increased competition in industries/sector in which we operate;
• Our ability to expand our geographical area of operation;
• General economic and business conditions in India and in the markets in which we operate and in the local, regional
and national economies;
• Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner;
• Occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition;
• Our inability to successfully diversify our product offerings may adversely affect our growth and negatively impact
our profitability; and
• COVID-19 pandemic and similar circumstances

By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs
in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Our
Company, the Lead Manager, or their respective affiliates do not have any obligation to, and do not intend 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 SEBI requirements, our
Company and the Lead Manager will ensure that investors are informed of material developments until the time of the grant
of final listing and trading permissions with respect to Equity Shares being issued in this Issue, by the Stock Exchanges. Our
Company will ensure that investors are informed of material developments in relation to statements about our Company in
this prospectus until the Equity Shares are allotted to the investors.

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SECTION II: SUMMARY OF PROSPECTUS

SUMMARY OF PROSPECTUS

(A) PRIMARY BUSINESS OF OUR COMPANY AND THE INDUSTRY IN WHICH IT OPERATES:

❖ Primary Business of Our Company:

Our Company is engaged in Women’s Footwear Products, boasting an impressive catalogue of over 800 unique
styles that cater to a broad spectrum of tastes and occasions. Our collection includes party heels, ethnic flats, wedges,
winter boots, mules, formal heels, loafers, cork sandals, arc-supported flats, athleisure and activewear footwear,
sneakers and other styles that blend comfort with fashion. This diversity allows us to cater to every need, from
everyday wear to special occasions, providing our customers with wide range of options to express their style.
Through a Direct-to-Consumer (D2C) model and Business-to-Business (B2B) transactions, we sell our products
through various online and offline channels.

(For Detailed information on our business, please refer to chapter titled “Our Business” beginning from page no.
113 of this prospectus.)

❖ Summary of the industry in which our Company operates:

Currently valued at ₹ 55,000 crore, India’s footwear market has been steadily growing at 15% per annum in revenue
terms over the past few years. Accounting for 9% of the annual global production of 22 billion pairs, India is the
top footwear manufacturer in the world after China. According to market research and advisory firm Mordor
Intelligence, this market is forecast to grow at 12.83% annually between 2021 to 2028. The footwear industry in
India, being a labour-intensive sector that employs more than 4 million people in India, is a driving force for the
growth in the Indian manufacturing sector.

(For further detailed information, please refer to chapter titled “Industry Overview” beginning from page no. 86
of this prospectus.)

(B) NAME OF THE PROMOTERS OF OUR COMPANY:

(i) Mr. Arvind Kamboj (ii) Mrs. Shaina Malhotra and (iii) Mr. Atul Malhotra are the Promoters of our
company.

(For further details, please refer chapter “Our Promoters and Promoters Group” beginning from page no. 163 of
this prospectus.)

(C) SIZE OF THE ISSUE:

Initial Public issue of 21,00,000 equity shares of face value of ₹10/- each (“Equity Shares”) of Marc Loire Fashions
Limited (“The Company” or “The Issuer”) for cash at a price of ₹100/- per equity share (“The Issue Price”),
aggregating to ₹ 2,100.00 Lakhs (“The Issue”), of which 1,05,600 equity shares of face value of ₹10/- each for cash
at a price of ₹100/- per equity share, aggregating to ₹ 105.60 lakhs will be reserved for subscriptions by the Market
Maker to the issue (The “Market Maker Reservation Portion”). The issue less market maker reservation portion
i.e., Issue of 19,94,400 equity shares of face value of ₹10/- each for cash at a price of ₹100/- per equity share,
aggregating to ₹1,994.40 lakhs is here-in after referred to as the “Net Issue”. The issue and the net issue will
constitute 29.58% and 28.10% respectively of the post issue paid up equity share capital of the company.

(For further details, please refer chapter “Terms of the Issue” beginning from page no. 249 of this prospectus.)

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(D) OBJECTS OF THE ISSUE:

Our Company proposes to utilize the funds which are being raised through this Issue towards the below mentioned
objects:
₹ in lakhs
Amount to be
Sr. Estimated % of total
Particulars financed from
No. Amount issue size
Issue Proceeds
Funding Capital Expenditure for expansion of
A our Retail Network by launching 15 new 526.88 25.09% 526.88
Exclusive Brand Outlets (EBOs)
Funding Capital Expenditure for purchase of
B 40.08 1.91% 40.08
Multi-Purpose Racks
B Working Capital Requirements 935.22 44.53% 935.22
C General Corporate Expenses 373.32 17.78% 373.32
Net Issue Proceeds 1,875.50 89.31% 1,875.50

For further details, please refer chapter “Objects of the Issue” beginning from page no. 69 of this prospectus.

(E) PRE-ISSUE SHAREHOLDING OF OUR PROMOTERS AND PROMOTERS GROUP AS ON THE DATE
OF THIS PROSPECTUS:

Pre-Issue Shareholding
Particulars
Number of Shares Percentage holding
Promoters
Mr. Arvind Kamboj 25,00,000 50.00%
Mrs. Shaina Malhotra 24,99,975 49.99%
Total Promoters Shareholding (A) 49,99,975 99.99%
Promoter Group
Total Promoters Group Shareholding (B) - -
Total Promoters & Promoters Group (A+B) 49,99,975 99.99%

(For further details, please refer chapter “Capital Structure” beginning from page no. 58 of this prospectus.)

(F) SUMMARY OF RESTATED FINANCIAL STATEMENTS:

(₹ in Lakhs)
Particulars 31-03-2025 31-03-2024 31-03-2023
Total Share Capital 500.00 100.00 100.00
Total Net Worth 1,075.51 604.98 197.28
Total Revenue 4,246.42 4,040.07 3,743.72
Profit After Tax 470.54 407.69 65.63
Face Value per equity shares 10/- 10/- 10/-
Earnings Per Share (Basic & Diluted)
9.41 40.77 6.56
(As per Restated financials)
Earnings Per Share (Basic & Diluted)
9.41 8.15 1.31
(after giving retrospective effect of Bonus)
Net Asset Value per equity share
21.51 60.50 19.73
(As per Restated financials)
Net Asset Value per equity share
21.51 12.10 3.95
(after giving retrospective effect of Bonus)
Total Borrowings 2.53 147.74 -
(For further details, please refer chapter “Capital Structure” and “Financial statement as Restated” beginning
from page no. 58 and 175 respectively of this prospectus.)

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(G) AUDITOR QUALIFICATIONS WHICH HAVE NOT BEEN GIVEN EFFECT TO IN THE RESTATED
FINANCIAL STATEMENT:

The auditor report of Restated Financial information of Marc Loire Fashions Limited for the financial year ended
March 31, 2025, March 31, 2024 and March 31, 2023 does not contain any qualifications which have not been given
effect in the restated financial statement.

(For further details, please refer chapter “Financial statement as Restated” beginning from page no. 175 of this
prospectus.)

(H) SUMMARY OF OUTSTANDING LITIGATIONS:

There are certain outstanding litigation pending against the company, directors, promoters and Group Entity. These
legal proceedings are pending at different levels of adjudication before various courts and tribunals. Any adverse
decision may make us liable to liabilities/penalties and may adversely affect our business and financial status. A
summary of these legal and other proceedings is given below:

Name of Entity Criminal Tax Statutory Disciplinary Material Other Aggregate

Proceedings Proceedings or actions by Civil Pending amount
Regulatory the SEBI or Litigations Litigations/ involved
Proceedings Stock Actions (₹ in lakhs)
Exchanges
against our
Promoters
Company
By the Company - - - - - - -
Against the Company - - - - - - -
Directors
By the Directors - - - - - - -
Against the Directors - 4 - - - - 1.88
Promoters
By the Promoters - - - - - - -
Against the Promoters - - - - - - -
Group Companies
By the Group Companies - - - - - - -
Against Group Companies - - - - - - -

For further details, please refer chapter “Outstanding Litigation and Material Development” beginning from page
no. 228 of this prospectus.

(I) CROSS REFERENCE TO THE SECTION TITLED RISK FACTORS:

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds
in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk
factors carefully before taking an investment decision in this offering. For taking an investment decision, investors
must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares
offered in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor
does Securities and Exchange Board of India guarantee the accuracy or adequacy of this prospectus.

(For the details pertaining to the internal and external risk factors relating to the Company, kindly refer to the
chapter titled “Risk Factors” beginning on page no. 22 of this prospectus.)

(J) SUMMARY OF CONTINGENT LIABILITIES:

As on March 31, 2025, there are no contingent liability in our Company.

(For further details, please refer chapter “Financial Statements as Restated” beginning from page no. 175 of this
prospectus.)

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(K) SUMMARY OF RELATED PARTY TRANSACTIONS FOR LAST 3 YEARS:

₹ in lakhs
Particulars 31-03-2025 31-03-2024 31-03-2023
Remuneration paid to Directors
- Shaina Malhotra 6.00 6.00 5.50
- Arvind Kamboj 6.00 6.00 2.50
- Roli Gupta - - 1.00
Total 12.00 12.00 9.00

Salary
- Rachit Choudhary 3.20 - -
- Vasant Kuber Soni 1.61 - -
Total 4.81 - -

Sitting Fees
- Saurabh Sashwat 0.40 - -
- Rojina Thapa 0.24 - -
- Atul Malhotra - - -
Total 0.64 - -

Sale with related parties

- Akash Overseas 80.60 135.46 0.87
- Fashionkhor.com - 101.69 -
- Daresouls Private Limited 81.92 39.23 -
- Toobs Fashions Private Limited 51.99 - -
Total 214.51 276.39 0.87
In % of total Sale 5.08% 6.87% 0.02%
Purchase
- Akash Overseas - 244.49 17.43
- Fashionkhor.com - 26.01 -
- Daresouls Private Limited 347.15 64.04 -
- Toobs Fashions Private Limited 201.31 - -
- IK Designs - 1.25 5.09
Total 548.46 335.77 22.50
In % of total Purchase 25.31% 12.95% 1.41%
Unsecured Loans Received/(Paid)
- Roli Gupta - - (33.59)
- Shaina Malhotra - - (26.90)
Total - - (60.49)
Closing Balance of Related Parties - Receivable/(Payable)
- Akash Overseas (Sales & Purchase) 93.20 2.36 (44.67)
- Fashionkhor.com (Sales & Purchase) 6.46 10.74 (9.70)
- Daresouls Private Limited (Sales & Purchase) 48.38 (5.08) -
- Toobs Fashions Private Limited (Sales & Purchase) (13.00) 1.68 -

For details pertaining to Related Party Transactions, kindly refer to the chapter titled “Financial Statements as
Restated – Related Party Transactions” beginning on page no. 210 of this prospectus

(L) DETAILS OF FINANCING ARRANGEMENT:

There are no financing arrangements whereby the promoters, member of promoter group, the directors of the
company which is a promoter of the issuer, the directors of our company and their relatives have financed the
purchase by any other person of securities of our Company other than in the normal course of the Business of the
financing entity during the period of six months immediately preceding the date of filing of this prospectus.

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(M) WEIGHTED AVERAGE PRICE AT WHICH EQUITY SHARES WAS ACQUIRED BY OUR
PROMOTERS IN THE LAST ONE YEAR FROM THE DATE OF THIS PROSPECTUS:

No. of Shares
Sl. Weighted Average Price
Name of the Promoter Acquired Consideration
No. (In ₹ per Equity Share)
during last one Year
1 Mr. Arvind Kamboj 20,00,000 - -
2 Mrs. Shaina Malhotra 19,99,980 - -

(The Equity Shares of the Company as mentioned above were acquired by way of Bonus issue)

(N) AVERAGE COST OF ACQUISITION OF EQUITY SHARES FOR PROMOTERS:

No. of Equity Shares Avg. Cost of Acquisition

Sl. No. Name of the Promoter
Held (In ₹ per Equity Share)
1 Mr. Arvind Kamboj 25,00,000 2.00
2 Mrs. Shaina Malhotra 24,99,975 2.00

The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account the
amount paid by them to acquire, by way of fresh issuance or transfer or bonus issue etc. less amount received by
them for the sale of Equity Shares through transfer, if any and the net cost of acquisition has been divided by total
number of shares held as on date of the prospectus.

(O) DETAILS OF PRE-IPO PLACEMENT:

The issuer shall ensure that any proposed pre-IPO placement disclosed in the draft offer document shall be reported
to the stock exchange(s), within twenty-four hours of such pre-IPO transactions (in part or in entirety) - Our
Company has not proposed any Pre-IPO placement from the date of this prospectus till the listing of the
Equity Shares.

(P) DETAILS OF ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE
LAST ONE YEAR FROM THE DATE OF THIS PROSPECTUS:

Number of Issue Name of Benefit

Date of Reason for
Equity Shares Price Consideration the accruing to the
Allotment Allotment
allotted (In ₹) Allottee company
Bonus Capitalization
06-09-2024 40,00,000 N/A Nil #
Issue of reserves

# For further details pertaining to Issue of Equity Shares for consideration other than cash, kindly refer to the
chapter titled “Capital Structure” beginning on page no. 58 of this prospectus.

(Q) DETAILS OF SPLIT/CONSOLIDATION OF OUR EQUITY SHARES IN THE LAST ONE YEAR FROM
THE DATE OF THIS PROSPECTUS:

Our Company has not undertaken any split or consolidation of Equity Shares in the last one year till the date of this
prospectus.

(R) EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,
GRANTED BY SEBI

The Company has not sought for any exemptions from complying with any provisions of securities laws.

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SECTION III: RISK FACTORS

RISK FACTORS

Any investment in equity securities involves a high degree of risk. Investor should carefully consider all the information in
this Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares.
To obtain a more complete understanding, you should read this section together with Sections titled, Our Business, and
Management’s Discussion and Analysis of Financial Condition and Results of Operations beginning on page no. 113 and
217 respectively, as well as the other financial and statistical information contained in this Prospectus.

Any of the following risks, as well as the other risks and uncertainties discussed in this Prospectus, could have an adverse
effect on our business, financial condition, results of operations and prospects and could cause the trading price of our
Equity Shares to decline, which could result in the loss of all or a part of your investment. The risks and uncertainties
described in this section are not the only risks that we may face. Additional risks and uncertainties not known to us or that
we currently believe to be immaterial may also have an adverse effect on our business, results of operations, financial
condition and prospects.

This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements because of certain factors, including the
considerations described below and elsewhere in this Prospectus.

The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors
mentioned below. However, there are certain risk factors where the effect is not quantifiable and hence has not been disclosed
in such risk factors. You should not invest in this Issue unless you are prepared to accept the risk of losing all or part of your
investment, and you should consult your tax, financial and legal advisors about the consequences to you of an investment in
the Equity Shares.

The financial information in this section is, unless otherwise stated, derived from our Restated Financial Statements prepared
in accordance with Indian AS, as per the requirements of the Companies Act, 2013, and SEBI (ICDR) Regulations.

The Risk factors have been determined on the basis of their materiality. The following factors have been considered for
determining the materiality.

1. Some risks may not be material individually but may be material when considered collectively.
2. Some risks may have material impact qualitatively instead of quantitatively.
3. Some risks may not be material at present but may have a material impact in the future.

Business Related
Internal Risk
Risk Factors

Issue Related

Industry Related
External Risk
Other Risk

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INTERNAL RISK FACTORS

A. Business Related Risks

1. Our Company, Directors, Promoters and Group Companies are parties to certain legal proceedings. Any adverse
decision in such proceedings may have a material adverse effect on our business, results of operations and financial
condition.
Our Company, Directors, Promoters and Group Companies are parties to certain legal proceedings. These legal
proceedings are pending at different levels of adjudication before various courts and forums. Mentioned below are the
details of the proceedings involving our Company, Directors, Promoters and Group Companies as on the date of this
Prospectus along with the amount involved, to the extent quantifiable.
Name of Entity Criminal Tax Statutory Disciplinary Material Other Aggregate
Proceedings Proceedings or actions by Civil Pending amount
Regulatory the SEBI or Litigations Litigations/ involved
Proceedings Stock Actions (₹ in lakhs)
Exchanges
against our
Promoters
Company
By the Company - - - - - - -
Against the Company - - - - - - -
Directors
By the Directors - - - - - - -
Against the Directors - 4 - - - - 1.88
Promoters
By the Promoters - - - - - - -
Against the Promoters - - - - - - -
Group Companies
By the Group Companies - - - - - - -
Against Group Companies - - - - - - -
* to the extent quantifiable
Note: The amount mentioned above may be subject to additional interest, rates or Penalties being levied by the
concerned authorities for delay in making payment or otherwise.
For further details, please refer chapter “Outstanding Litigation and Material Development” beginning from page
no. 228 of this Prospectus. Further, in addition to that, there could be other litigations & claims filed against the
Company, Directors & Promoters which the Company may not be aware of as on the date of this Prospectus.
There can be no assurance that these litigations will be decided in favour of our Company, Directors, Promoters and
Group Companies, respectively, and consequently it may divert the attention of our management and Promoter and
waste our corporate resources and we may incur significant expenses in such proceedings and may have to make
provisions in our financial statements, which could increase our expenses and liabilities. If such claims are determined
against us, there could be a material adverse effect on our reputation, business, financial condition and results of
operations. For the details of the cases please refer the chapter titled “Outstanding Litigations and Material
Developments” on page 228 of this Prospectus.

2. If we are unable to successfully implement our proposed expansion plans; our results of operations and financial
condition could be adversely affected.

Our Company is planning to scale-up and expand its business operations and to promote brand. Our company is
proposing to open 15 (Fifteen) Exclusive Brand Outlets (EBOs) for brand ‘MARC LOIRE’ in 9 states i.e. Delhi (4
EBOs), Haryana (2 EBOs), Uttar Pradesh (2 EBOs), Karnataka (2 EBOs), Gujarat (1 EBO), Uttarakhand (1 EBO),
Rajasthan (1 EBO), Maharashtra (1 EBO) and Punjab (1 EBO) with an estimated aggregate built up area of 1,000
sq.ft. and 1,500 sq.ft. per Retail Outlets (“Average Size”). The total estimated cost to establish these 15 EBOs is ₹
526.88 Lakhs. From the Net Proceeds of the Issue, we will be deploying funds for interior work (which includes,
among others, Civil Interior, Electrical Fittings, Electrical Works, CCTV Systems, Music Systems, Laptop, Printer,
UPS etc.). These expansion plans and business growth could strain our managerial, operational and financial
resources. Our ability to manage future growth will depend on our ability to continue to implement and improve
operational, financial and management information systems on a timely basis and to attract, expand, train, motivate,
retain and manage our workforce.

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We cannot assure you that our personnel, systems, procedures and controls will be adequate to support our future
growth. Failure to effectively manage our expansion may lead to increased costs and reduced profitability and may
adversely affect our growth prospects. Any of these factors may cause us to delay, modify or forego some or all aspects
of our expansion plans. Further, there can be no assurance that we will be able to execute our strategies on time and
within the budget estimated by the Company. In addition, our expansion plans have not been appraised by any
independent or third-party agency, and accordingly, in the absence of such independent appraisal, our expansion plans
may be subject to change based on various factors which are beyond our control.

3. Our Company is yet to place orders for Interior Work and Civil Interior, Electrical Fittings, Electrical Works,
CCTV Systems, Music Systems, Laptop, Printer, UPS etc. Any delay in placing orders or procurement of such items
may delay the schedule of implementation and possibly increase the cost of commencing operations.

Our Company has received third party quotations of ₹ 526.88 lakhs for interior work (which includes, among others,
Civil Interior, Electrical Fittings, Electrical Works, CCTV Systems, Music Systems, Laptop, Printer, UPS etc.). The
said capital expenditure is proposed to be utilized from the Net Proceeds. However, we have not placed orders for the
said capital expenditure to be utilized from the Net Proceeds. The cost of the proposed capital expenditure is based on
the quotations received from third party vendors Such quotations are valid for a certain period of time and may be
subject to revisions, and other commercial and technical factors. For details, please refer to the chapter titled “Objects
of the Issue” beginning on page 69 of this Prospectus.

We cannot assure that we will be able to procure the same in a timely manner and at the same price at which the
quotations have been received. In the event of any delay in placing the orders, or an escalation in the cost of acquisition
of the same or in the event the vendors are not able to provide the same in a timely manner, or at all, we may encounter
time and cost overruns in setting up these new locations. Further, if we are unable to procure the same from the vendors
from whom we have procured quotations, we cannot assure you that we may be able to identify alternative vendors
which satisfy our requirements at acceptable prices. Our inability to procure the equipment at acceptable prices or in
a timely manner, may result in an increase in capital expenditure, delay in the proposed schedule of implementation
and deployment of the Net Proceeds may be extended or may vary accordingly, thereby resulting in an adverse effect
on our business, prospects and results of operations.

4. Our Company is yet to execute lease/rent agreements for our proposed 15 Exclusive Brand Outlets (EBOs)

We have not yet executed any lease/rent agreements for setting up our proposed 15 (fifteen) Exclusive Brand Outlets
(EBOs) in 9 states across India. However, we have identified the locations where our proposed Exclusive Brand
Outlets (EBOs) will be set up i.e. in the state of Delhi (4 EBOs), Haryana (2 EBOs), Uttar Pradesh (2 EBOs), Karnataka
(2 EBOs), Gujarat (1 EBO), Uttarakhand (1 EBO), Rajasthan (1 EBO), Maharashtra (1 EBO) and Punjab (1 EBO).
As part of our process, we will submit deposits to the relevant owners of the properties where a new EBO will be
located and enter into lease agreement in the form of a lease deed or a leave and license agreement being entered into
between the parties within a specified time period or they terminate unless extended. We may be delayed or be unable
to enter a definitive lease agreement with respect to a specific site for various reasons, some of which are beyond our
control, which may result in us not being able to recover deposits placed with relevant owners. Further, in the event
of such delay, we may have to identify alternate locations for which we expend significant time and resources. We
may also be subject to disputes with landlords, our operations may be adversely affected in case of any disputes by
the owners of such property.

We cannot assure that we will be able to execute lease agreements in a timely manner and at the same locations where
our EBOs will be located. In the event of any delay in executing the lease agreements, or in the event the landlords
are not able to provide the same in a timely manner, or at all, we may encounter time and cost overruns in setting up
these new locations. Further, if we are unable to execute lease agreements with the same landlords who has shown
interest to provide places for our EBOs, we cannot assure you that we may be able to identify alternative landlords
which satisfy our requirements at acceptable prices. Our inability to procure the suitable location at acceptable prices
or in a timely manner, may result in an increase in capital expenditure, delay in the proposed schedule of
implementation and deployment of the Net Proceeds may be extended or may vary accordingly, thereby resulting in
an adverse effect on our business, prospects and results of operations.

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5. The availability of look-alikes, counterfeit products, primarily in our domestic markets, manufactured by other
companies and passed off as our products, could adversely affect our goodwill and results of operations.

We are exposed to the risk that certain entities in India where our products are marketed, could pass off their products
as ours to create look alike and counterfeit products. For example, certain entities could create spurious and pirated
products. The measures we take to protect our brands and other intellectual property include relying on Indian laws
and initiating legal proceedings, may not be adequate to prevent unauthorised use of them 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. Detecting and protecting against the unauthorised use of our products, technology and
proprietary rights is expensive, difficult and, in some cases, impossible. The proliferation of unauthorised copies of
our products, and the time lost in defending claims and complaints about spurious products could decrease the revenue
we receive from our products and have a material adverse effect on our reputation, business, financial condition and
results of operations.

6. Our Company may not be able to obtain sufficient quantities or desired quality of finished products from
outsourced vendors in a timely manner or at acceptable prices, which could adversely affect our retail business,
financial condition and results of operation.

We rely on outsourced vendors for manufacturing of finished products sold majorly through e-commerce platforms.
For the financial period ended March 31, 2025, March 31, 2024 and March 31, 2023, our sales through e-commerce
platforms were ₹ 2,574.39 lakhs, ₹ 2,867.89 lakhs and ₹ 3,445.29 lakhs comprising of 60.92%, 71.34% and 92.08%
respectively. Thus, any shortfall or disruption in supply of products from our outsourced vendors, or insufficiency in
the quality and consistency of the products supplied, would result in shortfall in supply, lower stock in warehouses
and /or lower sales.

Should our supply of products be disrupted, we may not be able to procure alternate sources of supply of products, in
time to meet the demands of our customers or maintain our inventory levels, or we may not be able to procure same
products from other vendors of acceptable quality or on competitive terms, or at all. Such disruption in supply would
materially and adversely affect our business, profitability and reputation.

7. Our cost of procurement of products from outsourced vendors or cost of manufacture of products using contract
manufacturers may increase in the future. Any inability to pass on costs to consumers and distributors, may result
in reduction in our margins.

We rely on outsourced vendors for the manufacture of finished products with respect to our retail business. Further,
we believe one of our key attributes is to provide affordable fashion for the women’s category. The MRP of each stock
keeping unit (“SKU”) and the average selling price (“ASP”) of our products is dependent on, the cost at which we
procure such products from outsourced vendors.

Typically, our products sold through our Shop-in-Shop Stores are high value products, which also entail higher
production costs. We may not be able to control the costs of production of our outsourced vendors, which may increase
in the future, including due to increase in the cost of raw materials, cost of labour and other utilities. We may be unable
to replace our existing outsourced vendors at short notice or at all, with vendors who provide more competitive pricing.
Further, any substantial increase in the MRP of our products, may affect our ability to provide affordable footwear,
and we cannot assure you that consumers will continue to prefer our products over the products of our competitors at
such enhanced price range. Further, our inability to pass the entire cost to consumers in our retail business would
result in lower margins from the retail business, which may in turn, affect our profitability and financial condition.

8. Our Company had negative cash flow in recent fiscals, details of which are given below. Sustained negative cash
flow could adversely impact our business, financial condition and results of operations.

The detailed break up of cash flows is summarized in below mentioned table and our Company has reported negative
cash flow in certain financial years:
₹ in lakhs
Particulars 31-03-2025 31-03-2024 31-03-2023
Net cash generated/(used) from operating activities 61.63 (44.10) 60.71
Net Cash generated/(used) from investing activities 20.11 (99.13) (0.87)
Net Cash generated/(used) from financing activities (161.42) 144.19 38.51
Net increase/(decrease) in cash and cash equivalents (79.68) 0.96 98.35

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There can be no assurance that our net cash flows shall be positive in the future. Any negative cash flows in the future
over extended periods, or significant negative cash flows in the short term, could materially impact our ability to
operate our business and implement our growth plans. As a result, our cash flows, business, future financial
performance and results of operations could be materially and adversely affected. For further details, see “Financial
Statements as Restated” beginning on page 175 of this Prospectus.

9. There are certain discrepancies/errors noticed and instances of delays/incorrect filings in the past with
ROC/Statutory Authorities.

Our Company also in the past have made delay in filings of some RoC forms as per the stipulated timelines prescribed
under the Companies Act, 1956/2013. Our Company has paid requisite late fees for such filings, and no show cause
notice in respect of the same has been received by our Company till date. The details of ROC Late Filings are as
follows:

Forms Purpose Date of Date of Due Nos. of

Event Filing Dates Days
delayed
AOC-4 Form for filing of financial statement and 29.09.2015 13.12.2015 28.10.2015 45
other documents with Registrar for the
period from 01.04.2014 to 31.03.2015
MGT-7 Form for filing of annual return with 29.09.2015 10.12.2015 27.11.2015 13
Registrar for the period from 01.04.2014
to 31.03.2015
AOC-4 Form for filing of financial statement and 30.09.2016 19.01.2017 29.10.2016 82
other documents with Registrar for the
period from 01.04.2015 to 31.03.2016
MGT-7 Form for filing of annual return with 30.09.2016 19.01.2017 28.11.2016 52
Registrar for the period from 01.04.2015
to 31.03.2016
AOC-4 Form for filing of financial statement and 30.09.2017 30.06.2018 29.10.2017 244
other documents with Registrar for the
period from 01.04.2016 to 31.03.2017
MGT-7 Form for filing of annual return with 30.09.2017 30.06.2018 28.11.2017 214
Registrar for the period from 01.04.2016
to 31.03.2017
AOC-4 Form for filing of financial statement and 28.09.2018 28.12.2018 27.10.2018 62
other documents with Registrar for the
period from 01.04.2017 to 31.03.2018
MGT-7 Form for filing of annual return with 28.09.2018 28.12.2018 26.11.2018 32
Registrar for the period from 01.04.2017
to 31.03.2018
AOC-4 Form for filing of financial statement and 30.09.2019 01.12.2019 29.10.2019 33
other documents with Registrar for the
period from 01.04.2018 to 31.03.2019
AOC-4 Form for filing of financial statement and 30.09.2022 28.11.2022 29.10.2022 30
other documents with Registrar for the
period from 01.04.2021 to 31.03.2022
AOC-4 Form for filing of financial statement and 30.09.2023 04.11.2022 29.10.2023 6
other documents with Registrar for the
period from 01.04.2022 to 31.03.2023
AOC-4 Form for filing of financial statement and 24.08.2024 30.09.2024 22.09.2024 8
other documents with Registrar for the
period from 01.04.2023 to 31.03.2024
MGT-7 Form for filing of annual return with 24.08.2024 02.11.2024 22.10.2024 11
Registrar for the period from 01.04.2023
to 31.03.2024
ADT-1 Notice to the Registrar by Company for 20.08.2015 23.10.2015 03.09.2015 50
appointment of auditor

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Forms Purpose Date of Date of Due Nos. of

Event Filing Dates Days
delayed
ADT-1 Notice to the Registrar by Company for 29.09.2015 24.11.2015 13.10.2015 42
appointment of auditor
ADT-1 Notice to the Registrar by Company for 30.09.2017 30.06.2018 14.10.2017 259
appointment of auditor
MGT-14 Board’s Approval for Financials and 02.09.2014 15.10.2014 01.10.2024 14
Director’s Report for the financial year
ended 31.03.2014
GNL-2 Intimation Regarding Appointment of 29.09.2014 27.11.2014 28.10.2014 30
Auditor
INC-22 Intimation to ROC for change in registered 01.04.2018 29.05.2018 15.04.2018 44
office
CFSS-2020 Application for issue of immunity 31.03.2021 17.08.2021 31.03.2021 139
certificate under the Companies Fresh
Start Scheme (CFSS), 2020
INC-27 Application for Conversion of Private 19.04.2024 11.06.2024 18.05.2024 24
Company into Public Company

It is pertinent to note here that all the forms are approved by ROC. Further, if any such action is initiated by the
regulatory authority, then the Company will have to abide by the order of such regulatory authority or pay any penalty
that may be imposed by any regulatory authorities in future for non-compliance with provisions of corporate and other
law which could impact the financial position of the Company to that extent. To streamline our compliance processes
and prevent delays, our company has taken several corrective measures i.e. enhancement of internal monitoring
systems, dedicated compliance personnel and engagement of compliance professionals.

10. There have been some instances of delayed filing of returns and depositing of statutory dues with regulatory
authorities”

In the past, our company has at several instances, delayed in filing GST returns, EPF returns and deposit of statutory
dues, as a result of which, we have been required to pay the late filing fees along with interest on delayed deposit of
due taxes and statutory dues. Although the late filing fees levied are not significant but if we continue this practice,
the accumulated amounts of each delay may adversely affect our cash flows. In the event of any cognizance being
taken by the concerned authorities in respect of above, actions may be taken against our Company and our directors,
in which event the financials of our Company and our directors may be affected. For further details of certain material
legal proceedings involving our Company, our Promoters, our directors, see “Outstanding Litigation and Material
Developments” beginning on page 228 of this Prospectus.

11. Our inability to maintain an optimal level of inventory in our stores may impact our operations adversely.

We estimate our sales based on the forecast, demand and requirements for the forthcoming season. In general, we
monitor the sale of our products and plan the manufacture of relevant SKUs before the actual delivery of products.
An optimal level of inventory is important to our business as it allows us to respond to customer demand effectively
and to maintain a full range of products at our exclusive retail stores and for our distribution business. Our inventory
for financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 were ₹ 973.79 lakhs, ₹ 732.21 lakhs
and ₹ 127.46 lakhs respectively. While our Revenue from Operations during the Fiscal 2024-25 was ₹ 4,225.74 Lakhs
implying an inventory turnover ratio of 2.26.

Ensuring availability of our products requires prompt turnaround time and a high level of coordination across raw
material procurement, manufacturers, outsourced vendors, distribution centres etc. While we aim to avoid under-
stocking and over-stocking, our estimates and forecasts may not always be accurate. Our forecasts are also dependent
on our ability to track sales, and predicting consumer preferences for our products. If we over-stock inventory, our
capital requirements may increase and we may incur additional financing costs. If we under-stock inventory, our
ability to meet customer demand and our operating results may be adversely affected. Additionally, if our product
designs are not in sync with market demand, it could result in inventory pile up and lower off take. Further, we may
be required to offer discounts to clear unsold inventory, which may adversely impact our margins.

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12. If we are unable to maintain and enhance the ‘Marc Loire’ brand, the sales of our products may suffer which
would have a material adverse effect on our financial condition and results of operations.

We believe that the brand we have developed has significantly contributed to the success of our business. We also
believe that maintaining and enhancing the ‘Marc Loire’ brand, are critical to maintaining and expanding our customer
base. Maintaining and enhancing our brand may require us to make substantial investments in areas such as research
and development, marketing and brand building activities, and these investments may not be successful. There can be
no assurance that consumers will continue to be receptive to our sub-brands.

In particular, as we expand into new geographic markets, there can be no assurance that consumers in these markets
will accept our brand. We anticipate that, as our business expands into new markets and as the market becomes
increasingly competitive, maintaining and enhancing our brand and sub-brands may become increasingly difficult and
expensive. Our brand may also be adversely affected if our public image or reputation is tarnished by any negative
publicity. Maintaining and enhancing our brand will depend largely on our ability to anticipate, gauge and respond in
a timely manner to changing fashion trends and consumer demands and preferences, and to continue to provide high
quality products, which we may not do successfully. If we are unable to maintain or enhance our brand image, our
results of operations may suffer and our business may be harmed.

13. 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.

Presently, we distribute and sell our footwear products under our own brands only in Women’s category. In line with
our expansion plans, we also intend to grow our product portfolio from 800 to approximately 2,150 distinct styles
covering every footwear category and occasion, from formal shoes and casual wear to athleisure, workwear, and
specialty shoes. This broadened portfolio will enable us to cater to diverse style preferences, seasonal demands, and
emerging trends, solidifying Marc Loire’s position as a comprehensive footwear brand for women. We may launch
men’s footwear and additional brands in the future in order to effectively market such products. However, we cannot
assure you that any new products or brands launched by us will be accepted by our customers or retail partners, or
that we will be able to recover costs we incurred in developing such products and brands, or that our new products
and brands will be successful. If the products and brands that we launch are not as successful as we anticipate, our
image may be tarnished and our business, results of operations and financial condition may be adversely affected.
Further, such expanded product offerings place a strain on our management, operational and financial resources, as
well as our information systems.

14. Our results of operations may be materially adversely affected by our failure to anticipate and respond to changes
in fashion trends and consumer preferences in a timely manner.

Our markets for products are characterised by rapidly changing consumer preferences and new product introductions.
Our results of operations are dependent on our ability to anticipate such changes in consumer preferences and design
new products or modify our existing products in line with changes in fashion trends as well as consumer demands and
preferences. If we are unable to anticipate consumer 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 customers, our
inventory would become obsolete and we may be subject to pricing pressure to clean up our inventory. A decline in
demand for our products or a misjudgement on our part could, among other things, lead to lower sales, excess
inventories and higher markdowns, each of which could have a material adverse effect on our brand, reputation, results
of operations and financial condition.

15. Current trends of discounting and price competition could lead to consumers getting habituated to price driven
purchases and reduce the attraction of brands in the minds of consumers, impacting our business operations and
profitability.

We derive majority of our revenue from operations from online e-commerce platforms. Online retailing has increased
substantially in the past few years and current trends of discounting and price competition could lead to consumers
getting habituated to price driven purchases. Various companies offer a wide variety of products, including the
products that we retail through our stores, on the internet at different price points.

Online retailing has witnessed intense competition in India with deep discounts and regular promotions offered by
several e-tailers. We may be unsuccessful in competing against present and future competitors, ranging from large
and established companies to emerging start-ups, both Indian and large, multi-national, e-commerce companies
operating in India. Our consumers may prefer purchasing such products from these online stores because of factors

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like heavy discounts and variety of products. This could adversely affect the sales at our retail stores and could have
a material adverse effect on our business, financial condition and results of operations. In the event we are required to
compete with e-tailers, specifically with respect to pricing, our margins from sale of our products may be adversely
affected.

Increasing attractiveness of online channels for customers, driven by offers and discounts, could impact the operations
of our channel partners who operate Franchise Stores and impact on their financial position. This can impact the ability
of our retail channel partners to grow, as well as pay us on time. Resultantly, they could also demand higher margins
to counter the effect of the online competition. In the event that we are competing with e-tailers, our business prospects
could be adversely affected.

16. We depend on third parties for a major portion of our transportation needs. Any disruptions may adversely affect
our operations, profitability, reputation and market position.

We do not have an in-house transportation facility and we rely on third party transportation and other logistic facilities
at every stage of our business activity including for procurement of products and raw material, as the case may be,
from our vendors and suppliers and for transportation of our finished products. For this purpose, we hire services of
transportation companies.

Our operations and profitability are dependent upon the availability of transportation and other logistic facilities in a
timely and cost efficient manner. Accordingly, our business is vulnerable to increased transportation costs, including,
as a result of increase in fuel costs, transportation strikes, delays, damage or losses of goods in transit and disruption
of transportation services because of weather related problems, strikes, lock-outs, accidents, inadequacies in road
infrastructure or other similar events.

Although we have not experienced any disruptions in the past, any prolonged disruption or unavailability of such
facilities in a timely manner could result in delays or non-supply or may require us to look for alternative sources
which may be cost inefficient, thereby adversely affecting our operations, profitability, reputation and market position.

17. We operate in a highly competitive environment and may not be able to maintain our market position, which may
adversely impact our business, results of operations and financial condition.

The footwear industry is highly competitive and our results of operations and financial conditions are sensitive to, and
may be materially and adversely affected by, competitive pricing and other factors. Competition may result in pricing
pressures, reduced profit margins or lost market share or a failure to grow our market share, any of which could
substantially harm our business and results of operations.

We compete directly against wholesalers and direct retailers of other footwear companies with substantial market
share, established companies selling internationally renowned footwear brands, as well as against domestic retailers,
regional competitors and local unorganised players. Many of our competitors are large footwear companies with a
strong brand recognition. We compete primarily on the basis of price range, product range, brand image, style,
performance and quality. We believe that in order to compete effectively, we must continue to maintain our brand
image and reputation, be flexible and innovative in responding to rapidly changing market demands, fashion trends,
and consumer preferences, and offer consumers a wide variety of high-quality fashionable footwear at affordable
prices.

Our competitors may have significant competitive advantages, including but not limited to, longer operating histories,
larger and broader customer bases, more established relationships with a broader set of suppliers, greater brand
recognition and greater financial, research and development, marketing, distribution and other resources than we do.
The number of our direct competitors and the intensity of competition may increase as we expand into other product
lines or as other companies expand into our product lines. Our competitors may enter into business combinations or
alliances that strengthen their competitive positions or prevent us from taking advantage of such combinations or
alliances. Our competitors also may be able to respond more quickly and effectively than we can, to new or changing
opportunities, standards or consumer preferences, which could result in a decline in our revenues and market share.
In addition, our competitors may significantly increase their advertising and brand building activities to promote their
brands and products, which may require us to similarly increase our advertising and marketing expenses and engage
in effective pricing strategies, which may have an adverse effect on our business, results of operations and financial
condition.

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Further, we also compete with online retailing business, which is highly competitive with companies selling a wide
variety of products at different price points and they may be able to provide higher discounts to customers owning to
lower infrastructure and personnel costs. In the event we are required to compete with e-retailers, specifically with
respect to pricing, our margins from sale of our products may be adversely affected. Furthermore, our sales from our
e-retailing division are technology driven and any breakdown in our technical systems could adversely affect our
revenues and profitability.

In light of the above, there can be no assurance that we can effectively compete with our competitors in the future,
and any such failure to compete effectively may have a material adverse effect on our business, financial condition
and results of operations.

18. We may incur significant advertising and marketing costs to promote our brand and sub-brands in the future.

We believe that our future success will be partially influenced by further development of our brand, our ability to
communicate effectively about our products to various target consumers through consistent and focused marketing
and advertising initiatives. Insufficient investments in marketing and brand building could also erode or impede the
development of our brand. Accordingly, we may be required to invest significant resources towards marketing and
brand building exercises, specifically with respect to new geographic markets where we intend to penetrate. Further,
we cannot assure you that our marketing and advertising ventures will be successful and achieve their objectives or
we may not be required to make further investments than anticipated. This could have an adverse effect on our
prospects and growth.

19. We are dependent on third-parties for the manufacturing of all the products we sell. Any disruptions at such third-
party manufacturing facilities, or failure of such third-parties to adhere to the relevant quality standards may have
a negative effect on our reputation, business and financial condition.

We engage third party vendors for the procurement of all our products. We engaged with over 40 vendors as on March
31, 2025. Further, for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, our top 10 vendors contributed 79.54%, 76.99%
and 73.47% of our total revenue from operations.

Any unscheduled, unplanned or prolonged disruption of operations at our vendors’ manufacturing facilities, including
on account of power failure, fire, mechanical failure of equipment, performance below expected levels of output or
efficiency, obsolescence, non-availability of adequate labour or disagreements with workforce, lock-outs, earthquakes
and other natural disasters, industrial accidents, any significant social, political or economic disturbances or infectious
disease outbreaks, could affect our vendors’ ability to meet our requirements, and could consequently affect our
operations. We are also exposed to the risk of our vendors failing to adhere to the standards set for them by us and
statutory bodies in respect of quality, safety and distribution which in turn could adversely affect our sales and
revenues.

Any delay or failure on the part of our vendors to deliver the products in a timely manner or to meet our quality
standards, or any litigation involving these vendors may cause a material adverse effect on our business, profitability
and reputation. We may also be unable to replace these vendors at short notice, or at all, and may face delays in
production and added costs as a result of the time required to identify new vendors to undertake manufacturing in
accordance with our standard processes and quality control standards, all of which may adversely affect our results of
operations and financial condition.

20. We may face negative impact if the quality of our products does not meet our customers' expectations, in which
case our sales and operating earnings, and ultimately our reputation, could be affected.

Our products may contain quality issues or undetected errors or defects, especially when first introduced or when new
SKUs are developed, resulting from the design or manufacture of the product or raw materials used in the product.
Additionally, a large portion of products sold by our company is manufactured by third party manufacturers. While
we test for quality on a sample basis, we cannot assure you that all products would meet our quality standards. Such
quality issues can expose us to product liability claims or require us to replace such products, in the event that our
products fail to meet the required quality standards, or are alleged to cause harm to customers.

Additionally, we offer a one-month warranty primarily covering manufacturing defects in our footwear products. In
such cases, we replace the defective items. If the quality of our products falls short of customer expectations, we may
need to either replace the products or provide refunds for returned items. Bulk returns, however, could adversely
impact our sales, operating margins, and, ultimately, our reputation.

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21. We generate majority portion of sales from our operations in certain geographical regions and any adverse
developments affecting our operations in these regions could have an adverse impact on our revenue and results
of operations.

We generate majority portion of our revenues are made in certain regions. Our top 10 states i.e. Delhi, Haryana,
Maharashtra, Karnataka, Uttar Pradesh, Telangana, Tamil Nadu, West Bengal, Kerala and Gujarat cumulatively
constitutes 85.83%, 84.56% and 87.96% for the Fiscal 2025, 2024 and 2023 respectively. Such geographical
concentration of our business in any of these regions heightens our exposure to adverse developments related to
competition, as well as economic and demographic changes in these regions which may adversely affect our business
prospects, financial conditions and results of operations. Factors such as competition, culture, regulatory regimes,
business practices and customs, industry needs, transportation, in other markets where we may expand our operations
may differ from those in which we are currently offering. In addition, as we enter new markets and geographical areas,
we are likely to compete not only with national players, but also local players who might have an established local
presence, are more familiar with local regulations, business practices and industry needs, have stronger relationships
with local distributors, dealers, relevant government authorities, and are in a stronger financial position than us, all of
which may give them a competitive advantage over us. Our inability to expand into other market may adversely affect
our business prospects, financial conditions and results of operations.

22. Our warehouses are located in Delhi, and any adverse development affecting such region may have an adverse
effect on our business, prospects, financial condition and results of operations.

Our warehouses are located in Delhi. Any materially adverse social, political or economic development, natural
calamities, civil disruptions, or changes in the policies of the state or local governments in this region could adversely
affect operations at our warehouses. Natural disasters such as earthquakes, extreme climatic or weather conditions
such as floods or droughts, or diseases heightened or particular to the region, may adversely impact the supply of
products and local transportation.

Any such adverse development affecting continuing operations at our warehouses could result in significant loss from
inability to meet inventory schedules and stock appropriately, which could materially affect our business reputation
within the industry. Should our supply of products be disrupted, we may not be able to procure an alternate source of
supply of products in time to meet the demands of our customers, or we may not be able to procure products of equal
quality or on equally competitive terms, or at all. Such disruption to supply would materially and adversely affect our
business, profitability and reputation.

23. The average cost of acquisition of Equity Shares by our Promoters is lower than the Issue Price.

Our Promoters average cost of acquisition of Equity Shares in our Company is lower than the Issue Price of the shares
proposed to be offered through this prospectus. For Details regarding average cost of acquisition of Equity Shares by
our Promoters in our Company, please refer the table below:

No. of Equity Shares Avg. Cost of Acquisition

Sl. No. Name of the Promoter
Held (In ₹ per Equity Share)
1 Mr. Arvind Kamboj 25,00,000 2.00
2 Mrs. Shaina Malhotra 24,99,975 2.00

24. We have issued Equity Shares in the last 12 (twelve) months at a price which is lower than the Issue Price.

During the last 12 (twelve) months, we have issued Equity Shares at a price that is lower than the Issue Price, as set
forth below.

Date of Issue No. of Equity Face Value Issue Price Nature of Allotment
Shares (₹) (₹)
06-09-2024 40,00,000 10/- Nil Bonus Issue

The price at which Equity Shares have been issued by our Company in the immediately preceding one year is not
indicative of the Issue Price at which the Equity Shares shall be issued and traded (subsequent to listing). For further
details regarding such allotments, see “Capital Structure” on page 58 of this Prospectus.

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25. We do not own certain premises which we use for the purpose of our business operations.

Certain premises used by our Company have been obtained on lease or rental basis, which includes our Registered
Office and our Warehouses. We cannot assure you that we will be able to renew our lease or rent agreement or enter
into new agreement in the future, on terms favourable to us, or at all. In the event that lease or rent agreement is not
renewed, we will be required to expend time and financial resources to locate suitable land or building to set up our
operations. Also, we may be unable to relocate to an appropriate location in a timely manner, or at all, and we cannot
assure you that a relocated office will be as commercially viable. If lease agreement is terminated, prior to its tenure
or if it is not renewed, or if we are required to cease business operations at a property, for any reason whatsoever, our
business, financial condition, and results of operations may be adversely affected. Further, if the vacated property is
leased or sold to a competitor, we may also face increased competition in that geographic area, which could adversely
affect our market share. For further information on our properties, see “Our Business” on page 113 of this Prospectus.

26. Some portion of our sales generated from Shop-in-Shop Stores (SiS). Any disruption with these stores may affect
our revenue, brand recognition and business prospects.

A portion of our company’s revenue is generated through Shop-in-Shop (SIS) arrangements. These arrangements
involve operating retail spaces within stores managed by third-party entities. Any disruption in our relationship with
these stores, or operational issues on their part, could negatively impact our revenue, brand recognition, and overall
business prospects.

For the financial years ended March 31, 2025, 2024, and 2023, revenue generated directly from Shop-in-Shop stores
amounted to ₹467.31 lakhs, ₹88.17 lakhs and ₹Nil, respectively, representing approximately 1.59%, 2.19% and 0.00%
of our total revenue for the respective periods.

Currently, we have partnerships with prominent retail chains such as Reliance Centro Stores and Zuup by Red Chief
(through direct engagement by our company) and Lulu Group International (via our promoter group entity, M/s. Akash
Overseas). These partnerships are significant contributors to our brand recognitions and market presence.

However, any disputes, disagreements, or changes in our contractual agreements with these Shop-in-Shop operators
could result in the termination of these agreements. Additionally, if these operators decide to close or scale back their
operations, it could lead to the discontinuation of our presence in these stores. Such scenarios could adversely affect
our ability to generate revenue, dilute our brand visibility in key markets, and hinder our business growth prospects.

27. General economic and market conditions in India and globally could have a material adverse effect on our
business, financial condition, cash flows, results of operations and prospects.

Our business is highly dependent on economic and market conditions in India and overseas jurisdictions where we
operate. General economic and political conditions in India and abroad, such as macroeconomic and monetary
policies, industry-specific trends, mergers and acquisitions activity, legislation and regulations relating to the financial
and securities industries, household savings rate, investment in alternative financial instruments, upward and
downward trends in the market, business and financial sectors, volatility in security prices, perceived lack of
attractiveness of the Indian capital markets, inflation, foreign direct investment, consumer confidence, currency and
interest rate fluctuations, availability of short-term and long-term market funding sources and cost of funding, could
affect our business. Global economic and political conditions may also adversely affect the Indian economic
conditions. Market conditions may change rapidly and the Indian capital markets have experienced significant
volatility in the past. The Indian economy has had sustained periods of high inflation in the recent past. If inflation or
real interest rates were to rise significantly, the trends towards increased financial savings might slow down or reverse,
our employee costs may increase and the sales of many of our products and services may decline.

28. Our business is subject to seasonal and other fluctuations that may affect our cash flows and business operations.

We are impacted by seasonal variations in sales volumes, which may cause our revenues to vary significantly between
different quarters in a Fiscal. Typically, we see an increase in our business before Festive Seasons and during end of
season sales. As a result, our revenue and profits may vary significantly during different financial periods and certain
periods may not be indicative of our financial position for a full financial year and may be significantly below the
expectations of the market, analysts and investors. Therefore, our results of operations and cash flows across quarters
in a Fiscal 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. Further, any decrease in sales during festive
period may adversely affect our business, results of operations and financial condition.

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29. Our Company has entered into certain related party transactions and may continue to do so in the future.

We have entered into and may in the ordinary course of our business continue to enter into transactions with related
parties that include certain of our Promoter, Promoter Group, Directors and Group Companies. For further details in
relation to our related party transactions, see “Financial Statements as Restated - Related Party Transaction”
beginning on page 210 of the Prospectus. While we have entered into such transactions on an arm’s length basis and
are in compliance with the applicable provisions of Companies Act, 2013 and other applicable law, there is no
assurance that we could not have achieved more favorable terms had such transactions not been entered into with
related parties. There can be no assurance that such transactions, will not have an adverse effect on our business,
prospects, results of operations and financial condition. In addition, our business and growth prospects may decline if
we cannot benefit from our relationships with them in the future.

30. Our lenders have charge over our movable properties, book debts, stocks in respect of finance availed by us.

We have secured our lenders by creating a charge over our book debts, stocks in respect of loans / facilities availed
by us from Canara bank. The total amounts outstanding and payable by us as secured loans were ₹ 2.44 Lakhs as on
March 31, 2025. In the event we default in repayment of the loans / facilities availed by us and any interest thereof,
our assets may be forfeited by lenders, which in turn could have significant adverse effect on business, financial
condition or results of operations. For further information on the “Financial Indebtedness” please refer to page 215
of this Prospectus.

31. Our insurance coverage may not be adequate to protect us against certain operating hazards and this may have a
material adverse effect on our business.

Our company has taken Burglary Insurance Policy. For further information on the “Our Business” please refer to
page 113 of this Prospectus. While it is believed that the insurance coverage maintained by the company would
reasonably be adequate to cover all normal risks associated with the operation of our business, there can be no
assurance that any claim under the insurance policies maintained by the company will be honoured fully, in part or on
time, nor that we have taken out sufficient insurance to cover all material losses. If we were to suffer loss or damage
resulting from not obtaining or maintaining insurance or exceeding our insurance coverage, the loss would have to be
borne by us and it could have a material adverse effect on our results of operations and financial condition.

32. Our Promoters have provided personal guarantees for loans availed by our Company. Our business, financial
condition, results of operations, cash flows and prospects may be adversely affected by the invocation of all or any
personal guarantees provided by our Promoter.

Our Promoters and Directors have provided personal guarantees to secure a significant portion of our existing
borrowings, and may post listing continue to provide such guarantees and other security. In case of a default under
our loan agreements, any of the personal guarantees provided by our Promoter and Directors may be invoked, which
could negatively impact the reputation of our Company. Also, we may face certain impediments in taking decisions
in relation to our Company, which in turn would result in a material adverse effect on our financial condition, business,
results of operations and prospects and would negatively impact our reputation. In addition, our Promoters and
Directors may be required to liquidate their shareholding in our Company to settle the claims of the lenders, thereby
diluting their shareholding in our Company. Also, if our Promoters and Directors revoke their personal guarantees
and we may not be successful in procuring alternate guarantees and property satisfactory to the lenders, as a result we
may need to repay outstanding amounts under such facilities or seek additional sources of capital, which could affect
our financial condition and cash flows. For further details regarding loans availed by our Company, please refer
“Financial Indebtedness” on page no. 215 of this Prospectus.

33. Our operations are subject to high working capital requirements. If we are unable to generate sufficient cash flows
to allow us to make required payments, there may be an adverse effect on our results of operations.

Our business requires significant amount of working capital and major portion of our working capital is utilized
towards debtors and inventories. Our Trade Receivables for the period ended March 31, 2025, March 31, 2024 and
March 31, 2023 were ₹ 932.78 lakhs, ₹ 471.21 lakhs and ₹ 739.16 lakhs respectively and our inventories for the period
ended March 31, 2025, March 31, 2024 and March 31, 2023 were ₹ 973.79 lakhs, ₹ 732.21 lakhs and ₹ 127.46 lakhs
respectively.

The results of operations of our business are dependent on our ability to effectively manage our inventory and trade
receivables. To effectively manage our trade receivables, we must be able to accurately evaluate the credit worthiness
of our customers and ensure that suitable terms and conditions are given to them in order to ensure our continued
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relationship with them. However, if our management fails to accurately evaluate the terms and conditions with our
customers, it may lead to write-offs bad debts and/ or delay in recoveries which could lead to a liquidity crunch,
thereby adversely affecting our business and results of operations. A liquidity crunch may also result in increased
working capital borrowings and, consequently, higher finance cost which will adversely impact our profitability.

Our inability to maintain sufficient cash flow, credit facility and other sourcing of funding, in a timely manner, or at
all, to meet the requirement of working capital or pay out debts, could adversely affect our financial condition and
result of our operations. In the event we are not able to recover our dues from our trade receivables or sell our
inventory, we may not be able to maintain our Sales level and thus adversely affecting our financial health.

For further details of working capital requirements, please refer to the chapter titled “Objects of the Issue” on page
69 of the Prospectus.

34. Certain of our Group Entities may have conflicts of interest as they are engaged in similar business and may
compete with us.

Certain of our Group entities are authorized to engage in businesses similar to our business operations. For further
information of such Group Companies, see “Group Companies of our Company” on pages 170, respectively. As a
result, there may be conflicts of interest in allocating business opportunities between us, such Group Companies and
our Associates. We have not entered into any non-compete agreements with such Group Companies and our
Associates. There can be no assurance that such Group Companies and our Associates will not compete with our
existing business or any future business that we may undertake or that we will be able to suitably resolve such a
conflict without an adverse effect on our business. Any such present and future conflicts could have a material adverse
effect on our business and financial performance.

35. Our ability to protect or use intellectual property right may adversely affect our business.

Presently, our Company is using logo “Marc Loire” including other logos Therefore, as on date we enjoy the statutory
provisions that are accorded to a registered trademark. Further, we may not be able to detect any unauthorized use or
infringement or take appropriate and timely steps to enforce or protect our intellectual property, nor can we provide
any assurance that any unauthorized use or infringement will not cause damage to our business prospects. Thus, we
cannot guarantee that the application made for registration of our trademark will be allowed. In case we are unable to
obtain the registration for the said trademark in our name, our business revenues and profitability may be impacted.
For more information about the licenses and registrations obtained and pending applications, see the section titled
“Government and Other Approvals” beginning on Page 232 of this Prospectus.

36. Our directors and certain Key Management Personnel hold Equity Shares in our Company and are therefore
interested in the Company's performance in addition to their remuneration and reimbursement of expenses.

Some of our Directors and Key Management Personnel are interested in our Company, in addition to regular
remuneration or benefits and reimbursement of expenses, to the extent of their shareholding in our Company. There
can be no assurance that our Key Management Personnel will exercise their rights as shareholders to the benefit and
best interest of our Company. Our Promoters will continue to exercise significant control over us, including being
able to control the composition of our Board of Directors and determine decisions requiring simple or special majority
voting of shareholders, and our other shareholders may be unable to affect the outcome of such voting. Our Directors
and our Key Management Personnel may take or block actions with respect to our business which may conflict with
the best interests of the Company or that of minority shareholders. For details, see the section titled “Capital
Structure” on Page 58 of this Prospectus. There is no assurance that our Directors and/or our key management
personnel will not provide competitive services or otherwise compete in business lines in which we are already present
or will enter into in the future.

37. The future operating results are difficult to predict and may fluctuate or adversely vary from the past performance.

The company’s operating results may fluctuate or adversely vary from past performances in the future due to a number
of factors, many of which are beyond the company’s control. The results of operations during any financial year or
from period to period may differ from one another or from the expected results operation. Its business, results of
operations and financial conditions may be adversely affected by, inter alia, a decrease in the growth and demand for
the products and services offered by us or any strategic alliances which may subsequently become a liability or non-
profitable. Due to various reasons including the above, the future performance may fluctuate or adversely vary from
our past performances and may not be predictable. For further details of our operating results, section titled “Financial
Statements as Restated” beginning on Page 175 of this Prospectus.

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38. We have not made any alternate arrangements for meeting our regular working capital requirements. If we are
unable to manage/arrange funds (including at short notice) to meet our working capital requirements, there may
be an adverse effect on our results of operations and financial performance.

As on date, we have not made any alternate arrangements for meeting our working capital requirements, other than
the existing sanctioned limits. Our business requires a significant amount of working capital to finance the purchase
of raw materials before payments are received from customers. We cannot assure you that the budgeting of our
working capital requirements for a particular year will be accurate. There may be situations where we may under
budget for our working capital requirements, in which case there may be delays in arranging the additional working
capital requirements, which may delay the execution of projects leading to loss of reputation, levy of liquidated
damages, and an adverse effect on the cash flows. If we experience insufficient cash flows or are unable to borrow
funds on a timely basis or at all to meet the working capital requirements, there may be an adverse effect on our results
of operations. We may also be subject to fluctuations of interest rates for our financing. If we are unable to secure
financing at favourable rates for this purpose, our ability to secure larger-scale projects will be impeded and our growth
and expansion plans will be materially and adversely affected which in turn will materially and adversely affect our
future financial performance.

Our indebtedness is secured by charges over Immovable Property, Stocks, Book Debts etc. If we are unable to repay
or refinance our outstanding indebtedness, or if we are unable to obtain additional financing on terms acceptable to
us, we may be unable to implement our growth strategy, and our business, prospects, financial condition, and results
of operations may be adversely affected.

39. We are subject to risks arising from interest rate fluctuations, which could adversely affect our business, financial
condition and results of operations.

Interest rates for borrowings have been volatile in India in recent periods. Our operations are funded to a significant
extent by working capital debt facilities and increases in interest rate (and consequent increase in the cost of servicing
such debt) may have an adverse effect on our results of operations and financial condition. Our current debt facilities
carry interest at variable rates as well as fixed rates. Although we may in the future engage in interest rate hedging
transactions from time to time, there can be no assurance that these agreements will protect us adequately against
interest rate risks.

40. In addition to our existing indebtedness for our operations, we may be required to obtain further loan during the
course of business. There can be no assurance that we would be able to service our existing and/or additional
indebtedness.

In addition to our existing indebtedness for our existing operations we may be required to raise further debt in the
form of term loans and working capital loans in the course of business. Increased borrowings, if any, would adversely
affect our debt-equity ratio and our ability to further borrow at competitive rates. Any failure to service our
indebtedness or otherwise perform our obligations under our financing agreements could lead to a termination of one
or more of our credit facilities, trigger cross default provisions, penalties and acceleration of amounts due under such
facilities which may adversely affect our business, financial condition and results of operations. For further details of
our indebtedness, please refer to the chapter titled “Financial Indebtedness” on page 215 of this Prospectus.

41. Our debt financing agreements contain certain restrictive covenants that may adversely affect our Company’s
business, credit ratings, prospects, results of operations and financial condition.

Certain debt financing agreements that our Company has entered into contain restrictive covenants that limit our
ability to undertake certain types of transactions. Under our debt financing agreements our Company is required to
maintain certain financial covenants. Even though in the past, our company has not faced any instances that adversely
affected the Company’s business, credit ratings, prospects, results of operations and financial condition, due to
restrictive covenants of the debt financing agreements, there can be no assurance that our Company has complied
with all such restrictive covenants in a timely manner or at all or that we will be able to observe compliance with all
such restrictive covenants in the future. A failure to observe the restrictive covenants under our debt financing
agreements may result in termination of our financing agreements, levy of default interest, acceleration of all amounts
due under such facilities and the enforcement of any security provided in relation thereto. Any acceleration of amounts
due under such debt financing agreements may trigger cross-default or cross-acceleration provisions under other debt
financing agreements, which may compel us to dedicate a substantial portion of our cash flow from operations or sell
certain assets to make such payments thereby reducing the availability of cash for our working capital requirements

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and other general corporate purposes. Further, in the event of any of the circumstances coming into effect our business,
prospects, results of operations and financial condition may be adversely affected.

42. We are subject to certain government regulation and if we fail to obtain, maintain or renew our statutory and
regulatory licenses, permits and approvals required to operate our business, our business and results of operations
may be adversely affected.

Our operations are subject to certain government regulation and 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 such as Factory
License, Fire license, license under Consent to operate from pollution control board etc., generally for carrying out
our business. For details of approvals relating to our business and operations, see “Government and Other Approvals”
on page 232 of this Prospectus. Some of these approvals are granted for a limited duration and require renewal. We
cannot assure you that we will be able to obtain such approvals in a timely manner. 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. The
approvals required by our Company are subject to numerous conditions and we cannot assure you that these would
not be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions
thereof, or pursuant to any regulatory action. If there is any failure by us to comply with the applicable regulations or
if the regulations governing our business are amended, we may incur increased costs, be subject to penalties, have our
approvals and permits revoked or suffer a disruption in our operations, any of which could adversely affect our
business.

43. If we are unable to source business opportunities effectively, we may not achieve our financial objectives.

Our ability to achieve our financial objectives will depend on our ability to identify, evaluate and accomplish business
opportunities. To grow our business, we will need to hire, train, supervise and manage new employees and to
implement systems capable of effectively accommodating our growth. However, we cannot assure you that any such
employees will contribute to the success of our business or that we will implement such systems effectively. Our
failure to source business opportunities effectively could have a material adverse effect on our business, financial
condition and results of operations. It is also possible that the strategies used by us in the future may be different from
those presently in use. No assurance can be given that our analyses of market and other data or the strategies we use
or plans in future to use will be successful under various market conditions.

44. Our success depends largely on our Directors, Promoters and other key managerial personnel and the loss of or
our inability to attract or retain such persons with specialized technical know-how could adversely affect our
business, results of operations, cash flows and financial condition.

Our performance depends largely on the efforts and abilities of our Directors, Promoters and other key personnels.
We believe that the inputs and experience of our Directors, Promoters and key managerial personnel are valuable for
the development of business and operations and the strategic directions taken by our Company. We cannot assure you
that we will be able to retain these employees or find adequate replacements in a timely manner, or at all. We may
require a long period of time to hire and train replacement personnel when qualified personnel terminate their
employment with our Company. We may also be required to increase our levels of employee compensation more
rapidly than in the past to remain competitive in attracting employees that our business requires. The loss of the
services of such persons may have an adverse effect on our business and our results of operations. The continued
operations and growth of our business is dependent upon our ability to attract and retain personnel who have the
necessary and required experience and expertise. Competition for qualified personnel with relevant industry expertise
in India is intense. A loss of the services of our key personnel may adversely affect our business, results of operations
and financial condition.

45. We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could
adversely affect our financial condition, results of operations and reputation.

Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions and cause
serious harm to our reputation and goodwill of our Company. There can be no assurance that we will be able to detect
or deter such misconduct. Moreover, the precautions we take to prevent and detect such activity may not be effective
in all cases. Our employees and agents may also commit errors that could subject us to claims and proceedings for
alleged negligence, as well as regulatory actions on account of which our business, financial condition, results of
operations and goodwill could be adversely affected.

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46. We may not be successful in implementing our business strategies.

The success of our business depends substantially on our ability to implement our business strategies effectively. Even
though we have successfully executed our business strategies in the past, there is no guarantee that we can implement
the same on time and within the estimated budget going forward, or that we will be able to meet the expectations of
our targeted clients. Changes in regulations applicable to us may also make it difficult to implement our business
strategies. Failure to implement our business strategies would have a material adverse effect on our business and
results of operations.

47. Brand recognition is important to the success of our business, and our inability to build and maintain our brand
names will harm our business, financial condition and results of operation.

Brand recognition is important to the success of our business. Establishing and maintaining our brand name in the
industry or for people relying on services is critical to the success of the customer acquisition process of our business.
Although, we expect to allocate significant number of resources, financial and otherwise, on establishing and
maintaining our brands, no assurance can be given that our brand names will be effective in attracting and growing
user and client base for our businesses or that such efforts will be cost-effective, which may negatively affect our
business, financial condition and results of operations.

48. Certain key performance indicators for certain listed industry peers included in this Prospectus have been sourced
from public sources and there is no assurance that such financial and other industry information is complete.

We have included certain key performance indicators, comprising financial and operational information, for certain
listed industry peers, in the “Basis for Issue Price” beginning on page 93 of the Prospectus. While our business
comprises of the healthcare industry, these listed industry peers are related to associate industry. Although this
information is sourced from and relied upon on the standalone/consolidated audited financial statements of the relevant
listed industry peers for Fiscals 2024 as available on the websites of the Stock Exchanges, including the annual reports
of the respective companies for the years ended March 31, 2024 submitted to Stock Exchanges, there is no assurance
that this information with respect to industry peers is either complete. There are different methodologies and formulas
used to compute the various ratios.

49. Major fraud, lapses of internal control or system failures could adversely impact the company’s business.

Our Company is vulnerable to risk arising from the failure of employees to adhere to approved procedures, system
controls, fraud, system failures, information system disruptions, communication systems failure and interception
during transmission through external communication channels or networks. Failure to protect fraud or breach in
security may adversely affect our Company’s operations and financial performance. Our reputation could also be
adversely affected by significant fraud committed by our employees, agents, customers or third parties.

50. Portion of our Issue Proceeds are proposed to be utilized for general corporate purposes which constitute 17.78%
of the Issue Proceed.

As on date, we have not identified the use of such funds. Portion of our Issue Proceeds are proposed to be utilized for
general corporate purposes of ₹ 373.32 lakhs which constitute 17.78% of the Issue Proceed. We have not identified
the general corporate purposes for which these funds may be utilized. The deployment of such funds is entirely at the
discretion of our management in accordance with policies established by our Board of Directors from time to time.
For details, please refer the chapter titled “Objects of the Issue” beginning on Page No. 69 of this Prospectus.

51. Upon completion of the Issue, our Promoters may continue to retain significant control, which will allow them to
influence the outcome of matters submitted to the shareholders for approval.

After completion of the Issue, our Promoters will collectively own 70.42% of the total post issue Equity Shares. As a
result, our Promoter will be able to exercise a significant degree of influence over us and will be able to control the
outcome of any proposal that can be approved by a majority shareholder vote, including, the election of members to
our Board, in accordance with the Companies Act and our Articles of Association. Such a concentration of ownership
may also have the effect of delaying, preventing or deterring any strategic decision favourable to the Company or
effecting a change in control of our Company for the betterment of the stakeholders.

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In addition, our Promoter will continue to have the ability to cause us to take actions that are not in, or may conflict
with, our interests or the interests of some or all of our creditors or minority shareholders, and we cannot assure you
that such actions will not have an adverse effect on our future financial performance or the price of our Equity Shares.

52. Within the parameters as mentioned in the chapter titled “Objects of this Issue” beginning on page 69 of this
Prospectus, our Company’s management will have flexibility in applying the proceeds of this Issue subject to
applicable laws. The fund requirement and deployment mentioned in the Objects of this Issue have not been
appraised by any bank or financial institution.

We intend to use entire Issue Proceeds towards (a) Expansion of our Retail Network by launching 15 Exclusive Brand
Outlets (EBO), (b) Funding capital expenditure for purchase of Multi-Purpose Racks; (c) funding incremental
working capital requirements of our Company, (d) for issue related expenses, and (e) for general corporate purposes
(the amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds). We intend to deploy
the Net Issue Proceeds in financial year 2024-25 & 2025-26 and such deployment is based on certain assumptions
and strategy which our Company believes to implement in future. The funds raised from the Issue may remain idle
on account of change in assumptions, market conditions, strategy of our Company, etc., For further details on the use
of the Issue Proceeds, please refer chapter titled “Objects of the Issue” beginning on page 69 of this Prospectus.

The deployment of funds for the purposes described above is at the discretion of our Company’s Board of Directors
and shall be subject to applicable laws. The fund requirement and deployment are based on internal management
estimates and has not been appraised by any bank or financial institution. Accordingly, within the parameters as
mentioned in the chapter titled “Objects of the Issue” beginning on page 69 of this Prospectus, the Management will
have significant flexibility in applying the proceeds received by our Company from the Issue subject to applicable
laws. Our Board of Directors will monitor the proceeds of this Issue. However, Audit Committee will monitor the
utilization of the proceeds of this Issue and prepare the statement for utilization of the proceeds of this Issue. However,
in accordance with Section 27 of the Companies Act, 2013, and relevant provisions of SEBI ICDR Regulations,
2018, a company shall not vary the objects of the Issue without our Company being authorized to do so by our
shareholders by way of special resolution and other compliances in this regard. Our Promoters and controlling
shareholders shall provide exit opportunity to such shareholders who do not agree to the proposal to vary the objects,
at such price, and in such manner, as may be prescribed by SEBI, in this regard.

53. Industry information included in this prospectus has been derived from www.ibef.org. There can be no assurance
that such third-party statistical, financial and other industry information is either complete or accurate.

We have relied on the industry reports derived from www.ibef.org and other sources for purposes of inclusion of such
information in this prospectus. These reports are subject to various limitations and based upon certain assumptions
that are subjective in nature. We have not independently verified data from such industry reports and other sources.
Although we believe that the data may be considered to be reliable, their accuracy, completeness and underlying
assumptions are not guaranteed and their dependability cannot be assured. While we have taken reasonable care in the
reproduction of the information, the information has not been prepared or independently verified by us or any of our
respective affiliates or advisors and, therefore, we make no representation or warranty, express or implied, as to the
accuracy or completeness of such facts and statistics. Due to possibly flawed or ineffective collection methods or
discrepancies between published information and market practice and other problems, the statistics herein may be
inaccurate or may not be comparable to statistics produced for other economies and should not be unduly relied upon.
Further, there is no assurance that they are stated or compiled on the same basis or with the same degree of accuracy
as may be the case elsewhere. Statements from third parties that involve estimates are subject to change, and actual
amounts may differ materially from those included in this prospectus.

54. The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be
purely dependent on the discretion of the management of our Company.

Since the Issue size is less than Rs. 10,000.00 Lakh, there is no mandatory requirement of appointing an independent
monitoring agency for overseeing the deployment of utilization of funds raised through this Issue. The deployment of
these funds raised through this Issue, is hence, at the discretion of the management and the Board of Directors of our
Company and will not be subject to monitoring by any independent agency. Any inability on our part to effectively
utilize the Issue proceeds could adversely affect our financials.

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55. Some of the KMPs is associated with our company for less than one year.

Our Company Secretary is associated with the Company for a period of less than one year therefore they may not have
been accustomed to the company affairs till date. For details of Key Management Personnel and their appointment,
please refer to chapter “Our Management” beginning on page 149 of this Prospectus.

B. Issue Related Risks

56. In the event there is any delay in the completion of the Issue, there would be a corresponding delay in the
completion of the objects of this Issue which would in turn affect our revenues and results of operations.

The funds that we receive would be utilized for the Objects of the Issue as has been stated in the Chapter “Objects of
the Issue” on page 69 of this Prospectus. The proposed schedule of implementation of the objects of the Issue is based
on our management’s estimates. If the schedule of implementation is delayed for any other reason whatsoever,
including any delay in the completion of the Issue, we may have to revise our business, development and working
capital plans resulting in unprecedented financial mismatch and this may adversely affect our revenues and results of
operations.

57. There is no guarantee that our Equity Shares will be listed on the SME Platform of BSE Limited in a timely manner
or at all.

In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not be granted
until after certain actions have been completed in relation to this Issue and until Allotment of Equity Shares pursuant
to this Issue. In accordance with current regulations and circulars issued of SEBI, our Equity Shares are required to
be listed on the SME Platform of BSE Limited within such time as mandated under UPI Circulars, subject to any
change in the prescribed timeline in this regard. However, we cannot assure you that the trading in our Equity Shares
will commence in a timely manner or at all. Any failure or delay in obtaining final listing and trading approvals may
restrict your ability to dispose of your Equity Shares.

58. After this Issue, the price of our Equity Shares may be volatile, or an active trading market for our Equity Shares
may not be sustained.

Prior to this Issue, there has been no public market for our Equity Shares, and an active trading market may not develop
or be sustained upon the completion of this Issue. The initial public offering price of the Equity Shares offered hereby
was determined through our negotiations with the LM and may not be indicative of the market price of the Equity
Shares after this Issue. The market price of our Equity Shares after this Issue will be subject to significant fluctuations
in response to, among other factors:

• variations in our operating results and the performance of our business;

• regulatory developments in our target markets affecting us, our customers, or our competitors;
• changes in financial estimates by securities research analysts;
• addition or loss of executive officers or key employees;
• loss of one or more significant customers;
• the performance of the Indian and global economy;
• significant developments in India’s economic liberalization and deregulation policies, and the fiscal
regime;
• volatility in the Indian and global securities markets;
• performance of our competitors and perception in the Indian market about investment in our industry;
and
• adverse media reports, if any, on our Company, or the industry.

Many of these factors are beyond our control. There has been recent volatility in the Indian stock markets and our
share price could fluctuate significantly as a result of such volatility in the future. There can be no assurance that an
active trading market for our Equity Shares will develop or be sustained after this Issue, or that the price at which
our Equity Shares are initially offered will correspond to the prices at which they will trade in the market subsequent
to this Issue.

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59. The Issue Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue.

The Issue price is based on numerous factors and may not be indicative of the market price for our Equity Shares after
the Issue. The market price of our Equity Shares could be subject to significant fluctuations after the Issue, and may
decline below the Issue Price. There can be no assurance that you will be able to resell your Shares at or above the
Issue Price. Among the factors that could affect our Share price are: variations in the rate of growth of our financial
indicators, such as earnings per share, net profit and income; changes in income or earnings estimates or publication
of research reports by analysts; speculation in the press or investment community; general market conditions; and
domestic and international economic, legal and regulatory factors unrelated to our performance.

60. The investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase in the Issue.

We have applied to BSE Limited to use its name as the Stock Exchange in this offer document for listing our shares
on the SME Platform of BSE Limited. In accordance with Indian law and practice, permission for listing and trading
of the Equity Shares issued pursuant to the Offer will not be granted until after the Equity Shares have been issued
and allotted. Approval for listing and trading will require all relevant documents authorizing the issuing of Equity
Shares to be submitted. There could be a delay in listing the Equity Shares on the SME Platform of BSE Limited. Any
delay in obtaining the approval would restrict your ability to dispose of your Equity Shares.

61. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a
shareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.

Once listed, we would be subject to circuit breakers imposed by stock exchange, which does not allow transactions
beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates independently
of the index-based market-wide circuit breakers generally imposed by SEBI on Indian stock exchanges. The
percentage limit on circuit breakers is set by the stock exchanges based on the historical volatility in the price and
trading volume of the Equity Shares. This circuit breaker limits the upward and downward movements in the price of
the Equity Shares. As a result of this circuit breaker, no assurance may be given regarding your ability to sell your
Equity Shares or the price at which you may be able to sell your Equity Shares at any particular time.

62. Any future issuance of Equity Shares may dilute the investors’ shareholdings or sales of our Equity Shares by our
Promoters or Promoter Group may adversely affect the trading price of our Equity Shares.

Any future equity issuances by us or sales of our Equity Shares by our Promoters or Promoter Group may adversely
affect the trading price of our Equity Shares and our Company’s ability to raise capital through an issue of
securities. In addition, any perception by potential investors that such issuances or sales might occur could also affect
the trading price of our Equity Shares. Additionally, the disposal, pledge or encumbrance of our Equity Shares by any
of our Company’s major shareholders, or the perception that such transactions may occur may affect the trading price
of our Equity Shares. No assurance may be given that our Company will not issue Equity Shares or that such
shareholders will not dispose of, pledge or encumber their Equity Shares in the future.

63. Our Company has not paid any dividends till now and there can be no assurance that we will pay dividends in
future.

Our ability to pay dividends in the future will depend upon a variety of factors such as future earnings, financial
condition, cash flows, working capital requirements, and restrictive covenants in our financing arrangements. Our
Company has not paid any dividends till now and there can be no assurance that we will pay dividends in future. Our
ability to pay dividends in the future will depend on our earnings, financial condition and capital requirements.
Dividends distributed by us will attract dividend distribution tax at rates applicable from time to time. There can be
no assurance that we will generate sufficient income to cover our operating expenses and pay dividends to our
shareholders, or at all. Our ability to pay dividends could also be restricted under the existing or certain financing
arrangements that we may enter into.

64. Applicants to this Issue are not allowed to withdraw their Applications after the Issue Closing Date.

In terms of the SEBI (ICDR) Regulations, Applicants in this Issue are not allowed to withdraw their Applications after
the Issue Closing Date. The Allotment in this Issue and the credit of such Equity Shares to the Applicant’s demat
account with its depository participant shall be completed within such period as prescribed under the applicable laws.
There is no assurance, however, that material adverse changes in the international or national monetary, financial,

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political or economic conditions or other events in the nature of force majeure, material adverse changes in our
business, results of operation or financial condition, or other events affecting the Applicant’s decision to invest in the
Equity Shares, would not arise between the Issue Closing Date and the date of Allotment in this Issue. Occurrence of
any such events after the Issue Closing Date could also impact the market price of our Equity Shares. The Applicants
shall not have the right to withdraw their applications in the event of any such occurrence. We cannot assure you that
the market price of the Equity Shares will not decline below the Issue Price. To the extent the market price for the
Equity Shares declines below the Issue Price after the Issue Closing Date, the shareholder will be required to purchase
Equity Shares at a price that will be higher than the actual market price of the Equity Shares at that time. Should that
occur, the shareholder will suffer an immediate unrealized loss as a result. We may complete the Allotment even if
such events may limit the Applicants’ ability to sell our Equity Shares after this Issue or cause the trading price of our
Equity Shares to decline.

65. The investors may be restricted in their ability to exercise pre-emptive rights under Indian law and may be adversely
affected by future dilution of their ownership position.

Under the Companies Act, 2013, a Company incorporated in India must offer its holders of shares pre-emptive rights
to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages before the
issuance of any new shares, unless the pre-emptive rights have been waived by the adoption of a special resolution by
holders of three-fourths of the shares which are voted on the resolution. However, if the law of the jurisdiction the
investors are in does not permit them to exercise their pre-emptive rights without us filing an offering document or
registration statement with the applicable authority in the jurisdiction they are in, they will not be able to exercise their
pre-emptive rights unless we make such a filing. If we elect not to make such a filing, the new securities may be issued
to a custodian, who may sell the securities for the investors’ benefit. The value such custodian would receive upon the
sale of such securities if any, and the related transaction costs cannot be predicted. To the extent that the investors’
are unable to exercise pre-emptive rights granted in respect of the Equity Shares, their proportional interest in us would
be reduced.

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

Under the current Indian Income Tax provisions, all transactions of purchase and sales of securities on Indian stock
exchanges are subject to levy of securities transaction tax (STT) which will be collected by respective stock exchange
on which the securities are transacted. Accordingly, the Indian Income Tax Act has special capital gains tax provisions
for all transactions of purchase and sale of equity shares carried out on the Indian Stock Exchanges. Under the current
Indian Income Tax provisions, unless specifically exempted, capital gains arising from the sale of equity shares in an
Indian company are generally taxable in India.

67. Rights of shareholders under Indian law may be more limited than under the laws of other jurisdictions.

The Companies Act and related regulations, the Articles of Association, and the Listing Agreements to be entered into
with the Stock Exchange govern the corporate affairs of the Company. The Legal principles relating to these matters
and the validity of 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 under Indian law may not be
as extensive as shareholders’ rights under the laws of other countries or jurisdictions. Investors may have more
difficulty in asserting their rights as a shareholder than as a shareholder of a corporation in another jurisdiction.

68. Our Equity Shares are quoted in Indian Rupees in India, and therefore investors may be subject to potential losses
arising out of exchange rate risk on the Indian Rupee and risks associated with the conversion of Indian Rupee
proceeds into foreign currency.

Investors are subject to currency fluctuation risk and convertibility risk since the Equity Shares are quoted in Indian
Rupees on the Indian stock exchanges on which they are listed. Dividends on the Equity Shares will also be paid in
Indian Rupees. The volatility of the Indian Rupee against the U.S. dollar and other currencies subjects investors who
convert funds into Indian Rupees to purchase our Equity Shares to currency fluctuation risks.

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EXTERNAL RISK FACTORS

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

In late 2019, COVID-19 emerged and by March 11, 2020 was declared a global pandemic by The World Health
Organization. Governments and municipalities around the world instituted measures in an effort to control the spread
of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions, lock down of cities
and closure of non-essential businesses. By the end of March, the macroeconomic impacts became significant,
exhibited by, among other things, a rise in unemployment and market volatility. The outbreak of COVID-19 in many
countries, including India, the United Kingdom and the United States, has significantly and adversely impacted
economic activity and has contributed to significant volatility and negative pressure in financial markets, and it is
possible that the outbreak of COVID-19 will cause a prolonged global economic crisis, recession or depression,
despite monetary and fiscal interventions by governments and central banks globally. On March 24, 2020, the
Government of India ordered a national lockdown in response to the spread of COVID-19. Although some
governments are beginning to ease or lift these restrictions, the impacts from the severe disruptions caused by the
effective shutdown of large segments of the global economy remain unknown and no prediction can be made of when
any of the restrictions currently in place will be relaxed or expire, or whether or when further restrictions will be
announced.

The outbreak, or threatened outbreak, of any severe communicable disease (particularly COVID-19) could materially
adversely affect overall business sentiment and environment, particularly if such outbreak is inadequately controlled.
The spread of any severe communicable disease may also adversely affect the operations of our clients and service
providers, which could adversely affect our business, financial condition and results of operations. The outbreak of
COVID-19 has resulted in authorities implementing several measures such as travel bans and restrictions, quarantines,
shelter in place orders, and shutdowns. These measures have impacted and may further impact our workforce and
operations, the operations of our clients, and those of our respective service providers. There is currently substantial
medical uncertainty regarding COVID-19. A rapid increase in severe cases and deaths where measures taken by
governments fail or are lifted prematurely, may cause significant economic disruption in India and in the rest of the
world. The scope, duration and frequency of such measures and the adverse effects of COVID-19 remain uncertain
and could be severe. If any of our employees were suspected of contracting COVID-19 or any other epidemic disease,
this could require us to quarantine some or all of these employees or disinfect the facilities used for our operations. In
addition, our revenue and profitability could be impacted to the extent that a natural disaster, health epidemic or other
outbreak harms the Indian and global economy in general.

The outbreak has significantly increased economic uncertainty. It is likely that the current outbreak or continued
spread of COVID-19 will cause an economic slowdown and it is possible that it could cause a global recession. The
spread of COVID-19 has caused us to modify our business practices (including employee travel, employee work
locations, and cancellation of physical participation in meetings, events and conferences), and we may take further
actions as may be required by government authorities or that we determine are in the best interests of our employees,
customers, partners, and suppliers. There is no certainty that such measures will be sufficient to mitigate the risks
posed by the outbreak, and our ability to perform critical functions could be harmed. The extent to which the COVID-
19 further impacts our results will depend on future developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the severity of the coronavirus and the actions taken
globally to contain the coronavirus or treat its impact, among others. Existing insurance coverage may not provide
protection for all costs that may arise from all such possible events. The degree to which COVID-19 impacts our
results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not
limited to, the duration and spread of the outbreak, its severity, the actions taken to contain the outbreak or treat its
impact, and how quickly and to what extent normal economic and operating conditions can resume. The above risks
can threaten the safe operation of our facilities and cause disruption of operational activities, environmental harm, loss
of life, injuries and impact the wellbeing of our people.

Further in case the lockdown is extended, it could result in muted economic growth or give rise to a recessionary
economic scenario, in India and globally, which could adversely affect the business, prospects, results of operations
and financial condition of our Company. The full extent to which the COVID-19 pandemic, or any future pandemic
or widespread public health emergency impacts our business, operations and financial results 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, business 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; disruptions or restrictions on
our employees’ and suppliers’ ability to work and travel; any extended period of remote work arrangements; and strain
on our or our customers’ business continuity plans, and resultant operational risk.
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70. A slowdown in economic growth in India could adversely affect our business, results of operations, financial
condition and cash flows.

We are dependent on domestic, regional and global economic and market conditions. Our performance, growth and
market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in which
we operate. There have been periods of slowdown in the economic growth of India. Demand for our products may be
adversely affected by an economic downturn in domestic, regional and global economies. Economic growth in the
country in which we operate is affected by various factors including domestic consumption and savings, balance of
trade movements, namely export demand and movements in key imports of materials, global economic uncertainty
and liquidity crisis, volatility in exchange currency rates, and annual rainfall which affects agricultural production.
Consequently, any future slowdown in the Indian economy could harm our business, results of operations, financial
condition and cash flows. Also, a change in the government or a change in the economic and deregulation policies
could adversely affect economic conditions prevalent in the areas in which we operate in general and our business in
particular and high rates of inflation in India could increase our costs without proportionately increasing our revenues,
and as such decrease our operating margin.

71. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws, may
adversely affect our business and financial performance.

Our business and financial performance could be adversely affected by unfavourable changes in or interpretations of
existing, or the promulgation of new laws, rules and regulations applicable to us and our business. Please refer to “Key
Industry Regulations and Policies” on page 137 of this Prospectus for details of the laws currently applicable to us.

There can be no assurance that the Government of India may not implement new regulations and policies which will
require us to obtain approvals and licenses from the Government of India and other regulatory bodies or impose
onerous requirements and conditions on our operations. Our Company will comply with relevant regulations as and
when applicable. However, any such changes and the related uncertainties with respect to the applicability,
interpretation and implementation of any amendment to, or change to governing laws, regulation or policy in the
jurisdictions in which we operate may have a material adverse effect on our business, financial condition and results
of operations. In addition, we may have to incur expenditures to comply with the requirements of any new regulations,
which may also materially harm our results of operations. Any unfavourable changes to the laws and regulations
applicable to us could also subject us to additional liabilities.

GST has been implemented with effect from July 1, 2017 and has replaced the indirect taxes on goods and services
such as central excise duty, service tax, central sales tax, state VAT and surcharge being collected by the central and
state governments. The GST has led to increase tax incidence and administrative compliance. Any future amendments
may affect our overall tax efficiency, and may result in significant additional taxes becoming payable.

Further, the general anti avoidance rules (“GAAR”) provisions have been made effective from assessment year 2018-
19 onwards, i.e.; financial Year 2017-18 onwards and the same may get triggered once transactions are undertaken to
avoid tax. The consequences of the GAAR provisions being applied to an arrangement could result in denial of tax
benefit amongst other consequences. In the absence of any precedents on the subject, the application of these
provisions is uncertain.

The application of various Indian tax laws, rules and regulations to our business, currently or in the future, is subject
to interpretation by the applicable taxation authorities. If such tax laws, rules and regulations are amended, new
adverse laws, rules or regulations are adopted or current laws are interpreted adversely to our interests, the results
could increase our tax payments (prospectively or retrospectively) and/or subject us to penalties. Further, changes in
capital gains tax or tax on capital market transactions or sale of shares could affect investor returns. As a result, any
such changes or interpretations could have an adverse effect on our business and financial performance.

72. Inflation in India could have an adverse effect on our profitability and if significant, on our financial condition.

Inflation is typically impacted by factors such as governmental policies, regulations, commodity prices, liquidity and
global economic environment. Any change in the government or a change in the economic and deregulation policies
could adversely affect the inflation rates. Continued high rates of inflation may increase our costs such as salaries,
travel costs and related allowances, which are typically linked to general price levels. There can be no assurance that
we will be able to pass on any additional costs to our clients or that our revenue will increase proportionately
corresponding to such inflation. Accordingly, high rates of inflation in India could have an adverse effect on our
profitability and, if significant, on our financial condition.

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73. Terrorist attacks, civil unrests and other acts of violence or war involving India or other countries could adversely
affect the financial markets, our business, financial condition and the price of our Equity Shares.

Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are beyond
our control, could have a material adverse effect on India’s economy and our business. Incidents such as the Mumbai
terrorist attacks and other acts of violence may adversely affect the Indian stock markets where our Equity Shares will
trade as well the global equity markets generally. Such acts could negatively impact business sentiment as well as
trade between countries, which could adversely affect our Company’s business and profitability. Additionally, such
events could have a material adverse effect on the market for securities of Indian companies, including the Equity
Shares.

74. Any downgrading of India's debt rating by an independent agency may harm our ability to raise financing.

Any adverse revisions to India's credit ratings for domestic and international debt by domestic or international rating
agencies may adversely affect our ability to raise additional financing and the interest rates and other commercial
terms at which such additional financing is available. This could have an adverse effect on our capital expenditure
plans, business and financial performance and the price of our Equity Shares.

75. We have not prepared, and currently do not intend to prepare, our financial statements in accordance with the
International Financial Reporting Standards (“IFRS”). Our transition to IFRS reporting could have a material
adverse effect on our reported results of operations or financial condition.

Public companies in India, including us, may be required to prepare annual and interim financial statements under
IFRS in accordance with the roadmap for convergence with IFRS announced by the Ministry of Corporate Affairs,
Government of India through a press note dated January 22, 2010 (the “IFRS Convergence Note”). The Ministry of
Corporate Affairs by a press release dated February 25, 2011 has notified that 35 Indian Accounting Standards are to
be converged with IFRS. The date of implementation of such converged Indian accounting standards has not yet been
determined. Our financial condition, results of operations, cash flows or changes in shareholders’ equity may appear
materially different under IFRS than under Indian GAAP or our adoption of converged Indian Accounting Standards
may adversely affect our reported results of operations or financial condition. This may have a material adverse effect
on the amount of income recognized during that period and in the corresponding (restated) period in the comparative
Fiscal/period.

76. Financial difficulty and other problems in certain long-term lending institutions and investment institutions in
India could have a negative impact on our business.

We are exposed to the risks of the Indian financial system which may be affected by the financial difficulties faced
by certain Indian financial institutions because the commercial soundness of many financial institutions may be closely
related as a result of credit, trading, clearing or other relationships. This risk, which is referred to as “systemic risk,”
may adversely affect financial intermediaries, such as clearing agencies, banks, securities firms and exchanges with
whom we interact on a daily basis. Our transactions with these financial institutions expose us to credit risk in the
event of default by the counter party, which can be exacerbated during periods of market illiquidity. As the Indian
financial system operates within an emerging market, we face risks of a nature and extent not typically faced in more
developed economies, including the risk of deposit runs notwithstanding the existence of a national deposit insurance
scheme. The problems faced by individual Indian financial institutions and any instability in or difficulties faced by
the Indian financial system generally could create adverse market perception about Indian financial institutions and
banks. This in turn could adversely affect our business, financial condition, results of operations and cash flows.

77. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract
foreign investors, which may adversely impact the market price of the Equity Shares.

Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and
residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting
requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance
with such pricing guidelines or reporting requirements or fall under any of the exceptions referred to above, then the
prior approval of the RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from
a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no
objection/ tax clearance certificate from the income tax authority. There can be no assurance that any approval required
from the RBI or any other government agency can be obtained on any particular terms or at all.

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78. Political instability or changes in the Government could adversely affect economic conditions in India generally
and our business in particular.

Our business, and the market price and liquidity of our Equity Shares, may be affected by interest rates, changes in
Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting
India. Elimination or substantial change of policies or the introduction of policies that negatively affect the Company’s
business could cause its results of operations to suffer. Any significant change in India’s economic policies could
disrupt business and economic conditions in India generally and the Company’s business in particular.

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SECTION IV: INTRODUCTION

THE ISSUE

The present Issue of 21,00,000 Equity Shares in terms of prospectus has been authorized pursuant to a resolution of our
Board of Directors held on October 16, 2024 and by special resolution passed under Section 62(1)(c) of the Companies Act,
2013, at the Extra Ordinary General Meeting of the members held on November 11, 2024.

The following is the summary of the Issue:

PARTICULARS DETAILS
Up to 21,00,000 Equity Shares of ₹10/- each fully paid-up of our
Present Issue (1) Company for cash at a price of ₹100/- per Equity Share
aggregating to ₹ 2,100.00 Lakhs.
Out of which:
Up to 1,05,600 Equity Shares of ₹10/- each fully paid-up of our
Market Maker Reservation Portion Company for cash at a price of ₹100/- per Equity Share
aggregating to ₹ 105.60 Lakhs.
Up to 19,94,400 Equity Shares of ₹10/- each fully paid-up of our
Net Issue to the Public (2) Company for cash at a price of ₹100/- per Equity Share
aggregating to ₹ 1,994.40 Lakhs.
Out of which:
9,97,200 Equity Shares of ₹10/- each fully paid-up of our
Allocation to Retail Individual Investors for up to
Company for cash at a price of ₹100/- per Equity Share
Rs. 2.00 lakh
aggregating to ₹ 997.20 Lakhs.
9,97,200 Equity Shares of ₹10/- each fully paid-up of our
Allocation to other investors for above Rs. 2.00 lakh Company for cash at a price of ₹100/- per Equity Share
aggregating to ₹ 997.20 Lakhs.
Pre- and Post-Issue Equity Shares
Equity Shares outstanding prior to the Issue 50,00,000 Equity Shares having face value of ₹10/- each
Equity Shares outstanding after the Issue* 71,00,000 Equity Shares having face value of ₹10/- each
Please refer to the section titled “Objects of the issue” beginning
Objects of the Issue
on page no. 69 of this prospectus.
Issue Opens on June 30, 2025
Issue Closes on July 02, 2025
*Assuming Full Allotment
(1)
The present Issue is being made by our Company in terms of Regulation 229(1) of the SEBI ICDR Regulations read with
Rule 19(2)(b)(i) of SCRR wherein not less than 25% of the post-Issue paid-up equity share capital of our Company are
being offered to the public for subscription
(2)
This Issue is being made in terms of Section IX of the SEBI (ICDR) Regulations 2018, as amended from time to time.
The Issue is being made through the Fixed Price method and hence, as per Regulation 253, sub regulation (2) of SEBI
(ICDR) Regulations 2018, the allocation in the net issue to public category shall be made as follow:
(a) Minimum 50% to the Retail individual investors; and
(b) remaining to:
i. individual applicants other than retail individual investors; and
ii. other investors including corporate bodies or institutions; irrespective of the number of specified securities
applied for;
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to
applicants in the other category.
Explanation: For the purpose of Regulation 253, sub-Regulation (2), if the retail individual investor category is entitled to
more than fifty percent of the issue size on proportionate basis, the retail individual investors shall be allocated that higher
percentage.
For further details, kindly refer the chapter titled “Terms of the Issue” beginning on page 249 of this prospectus.

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SUMMARY OF FINANCIAL INFORMATION

STATEMENT OF STANDALONE ASSETS & LIABILITIES, AS RESTATED

As on (Rs. In Lakhs)
Particulars
31-03-2025 31-03-2024 31-03-2023
I. EQUITY & LIABILITIES
(1) Shareholders Fund
a) Share capital 500.00 100.00 100.00
b) Reserves and surplus 575.51 504.98 97.28
c) Money received against share warrants - - -
Total Shareholder's Fund 1,075.51 604.98 197.28

(2) Share application money pending allotment - - -

(3) Non-Current Liabilities

a) Long-Term Borrowings - - -
b) Deferred Tax Liability (Net) - - -
c) Other Long Term Liabilities - - -
d) Long Term provisions 4.70 3.74 3.59
Total Non Current Liabilities 4.70 3.74 3.59

(4) Current Liabilities

a) Short Term Borrowings 2.53 147.74 -
b) Current Maturity of Long Term Borrowings - - -
b) Trade Payables
- total outstanding dues of MSME; and 56.30 25.19 -
- total outstanding dues of creditors other than MSME 907.63 755.59 1,066.97
c) Other Current Liabilities 9.54 19.59 6.10
d) Short Term Provisions 167.94 144.93 25.08
Total Current Liabilities 1,143.94 1,093.04 1,098.15

Total Equity & Liability 2,224.16 1,701.75 1,299.02

II. ASSETS
(1) Non-Current Assets
a) Property, Plant and Equipments and Intangible Assets
(i) Property, Plant and Equipments 3.06 4.81 4.69
(ii) Intangible Assets - - 0.46
(iii) Capital Work-In-Progress - - -
(iv) Intangible assets under development
Total Fixed Assets 3.06 4.81 5.15

b) Non - current Investments 115.95 115.95 -

c) Deferred Tax Assets (Net) 1.64 1.19 0.82
d) Long Term Loans and Advances - - -
e) Other Non- current Assets 3.46 3.46 3.06
Total Non Current Assets 121.05 120.60 3.88

(2) Current assets

a) Current Investments - - 125.00
b) Inventories 973.79 732.21 127.46
c) Trade Receivables 932.78 471.21 739.16
d) Cash and Cash Equivalents balances 117.58 197.26 196.30
e) Short Term Loans and Advances - - -
f) Other Current Assets 75.90 175.68 102.07
Total Current Assets 2,100.05 1,576.35 1,289.99
Total Assets 2,224.16 1,701.75 1,299.02

For further details, kindly refer the chapter titled “Financial statement as Restated” beginning on page 175 of this
prospectus.

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STATEMENT OF STANDALONE PROFIT & LOSS, AS RESTATED

For the Year ended on (Rs. In lakhs)

Particulars
31-03-2025 31-03-2024 31-03-2023
Income
Revenue from Operations 4,225.74 4,020.30 3,741.62
Other Income 20.68 19.77 2.10
Total Income 4,246.42 4,040.07 3,743.72
Expenditure
Purchase of Stock-in-Trade 2,167.18 2,592.64 1,594.86
Change in Inventories (241.58) (604.75) (27.55)
Employee Benefit Expenses 71.74 113.53 122.27
Other Expenses 1,595.42 1,382.12 1,964.72
Total Expenses 3,592.77 3,483.53 3,654.29
Profit/(Loss) Before Interest, Depreciation, Exceptional &
653.65 556.54 89.43
Extraordinary Items and Tax
Depreciation & Amortisation Expenses 2.31 3.30 1.14
Profit/(Loss) Before Interest, Exceptional & Extraordinary
651.34 553.24 88.29
Items and Tax
Financial Charges 16.21 3.55 -
Profit/(Loss) before Exceptional & Extraordinary Items
635.13 549.69 88.29
and Tax
Exceptional Item - - -
Extraordinary Item - - -
Profit before Taxation
Provision for Taxation 165.04 142.37 22.90
Provision for Deferred Tax (0.45) (0.38) (0.24)
Total 164.59 141.99 22.66
Profit After Tax from Continuing Operation 470.54 407.69 65.63
Profit/(Loss) from Discontinuing Operations - - -
Tax expenses of Discontinuing Operations - - -
Profit/(Loss) from Discontinuing Operation (after tax) - - -
- - -
Net Profit Transferred to Balance Sheet 470.54 407.69 65.63
Earnings per equity share
Basic and Diluted 9.41 8.15 1.31

For further details, kindly refer the chapter titled “Financial statement as Restated” beginning on page 175 of this
prospectus.

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STATEMENT OF STANDALONE CASH FLOW, AS RESTATED

For the Year ended on (Rs. In lakhs)

PARTICULARS
31-03-2025 31-03-2024 31-03-2023
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Tax as per Profit & Loss A/c 635.13 549.69 88.29
Adjusted for :
a. Depreciation & Amortisation Expenses 2.31 3.30 1.14
b. Interest Expenses & Finance Cost 16.21 3.55 -
c. Other Adjustments - - -
d. Interest & Other Income (20.68) (19.77) (2.10)
Operating profit before working capital changes 632.97 536.77 87.33
Adjusted for :
a. Decrease /(Increase) in Inventories (241.58) (604.75) (27.55)
b. Decrease / ( Increase ) in trade receivable (461.58) 267.95 (66.61)
c. Decrease / ( Increase ) in Current Investments - 125.00 (125.00)
d. ( Increase ) / Decrease in short term loans and advances - - -
e. Increase / ( Decrease ) in Trade Payables 183.16 (286.19) 187.12
f. Increase / (Decrease) in short term provisions 23.01 119.85 14.68
g. Increase / ( Decrease ) in other current liabilities (10.05) 13.49 1.18
h. ( Increase ) / Decrease in Other Current Assets 99.78 (73.61) 12.90
Cash generated from operations 225.71 98.51 84.03
Net Income Tax (Paid)/Refund (165.04) (142.37) (22.90)
Net cash from operating activities before adjusting Non current and
60.67 (43.86) 61.14
Long Term Assets & Liabilities
a. ( Increase ) / Decrease in Long term loans and advances - - -
b. Increase / ( Decrease ) in Long Term Provisions 0.96 0.15 0.67
c. ( Increase ) / Decrease in Other Non Current Assets - (0.40) (1.10)
Net Cash Generated/(Used) From Operating Activities (A) 61.63 (44.10) 60.71
B. CASH FLOW FROM INVESTING ACTIVITES
a. (Purchase) Sale of Property, Plant and Equipments and Intangible Assets (0.57) (2.95) (2.97)
b.( Purchase) / Sale of non-current investment - (115.95) -
c. Interest & Other Income 20.68 19.77 2.10
Net Cash Generated/(Used) From Investing Activities (B) 20.11 (99.13) (0.87)
C. CASH FLOW FROM FINANCING ACTIVITES
a. Interest & Finance Cost (16.21) (3.55) -
b. Proceeds from share issued including Premium - - 99.00
c. ( Repayments ) / proceeds of long term borrowings - - (60.49)
d. ( Repayments ) / proceeds of short term borrowings (145.21) 147.74 -
Net Cash Generated/(Used) From Financing Activities (C) (161.42) 144.19 38.51
Net Increase / ( Decrease ) in cash and cash equivalents (79.68) 0.96 98.35
Cash and cash equivalents at the beginning of the year 197.26 196.30 97.95
Cash and cash equivalents at the end of the year 117.58 197.26 196.30

For further details, kindly refer the chapter titled “Financial statement as Restated” beginning on page 175 of this
prospectus.

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SECTION V: GENERAL INFORMATION

GENERAL INFORMATION

Our Company was originally incorporated as a Private Limited Company in the name of “Marc Loire Fashions Private
Limited” on March 11, 2014 under the provisions of Companies Act, 1956 bearing Corporate Identification Number
U18202DL2014PTC266184 issued by Registrar of Companies - Delhi. Subsequently, our company was converted into
Public Limited Company under the Companies Act, 2013 and the name of our Company was changed to “Marc Loire
Fashions Limited” vide a fresh Certificate of Incorporation consequent upon conversion from Private Company to Public
Company dated July 18, 2024 bearing Corporate Identification Number U18202DL2014PLC266184 issued by Central
Processing Centre. For further details of change in name and registered office of our company, please refer to section titled
“Our History and Certain Corporate Matters” beginning on page no 145 of the Prospectus.

Brief Company and Issue Information

Marc Loire Fashions Limited

Plot No 426/1 First Floor Rani Khera Road
Village Mundaka, West Delhi, India, 110041.
Registered Office Address Contact Person: Mr. Arvind Kamboj
Contact No: +91 88604 44222
Email ID: arvindkamboj@marcloire.in
Website: https://marcloire.com
Date of Incorporation March 11, 2014
Corporate Identification Number U18202DL2014PLC266184
Company Category Company Limited by Shares
Company Subcategory Indian Non-Government Company
Registrar of Companies – Delhi
Address of Registrar of Companies
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, 110019.
BSE Limited,
Designated Stock Exchange^ SME Platform of BSE Limited (“BSE SME”)
P.J. Towers, Dalal Street, Mumbai – 400 001
Mr. Vasant Kuber Soni
Marc Loire Fashions Limited
Plot No 426/1 First Floor Rani Khera Road
Company Secretary and
Village Mundaka, West Delhi, India, 110041.
Compliance Officer
Contact No: +91 62009 62002
Email ID: csvasant@marcloire.in
Website: https://marcloire.com
Mr. Rachit Choudhary
Marc Loire Fashions Limited
Plot No 426/1 First Floor Rani Khera Road
Chief Financial Officer Village Mundaka, West Delhi, India, 110041.
Contact No: +91 99995 14256
Email ID: rachitchoudhary@marcloire.in
Website: https://marcloire.com
M/s. S P M G & Company, Chartered Accountants
3322-A, 2nd Floor, Bank Street, Karol Bagh, New Delhi - 110005.
Contact Person: Shilpi Jain
Email ID: spmg914@gmail.com
Peer Review / Statutory Auditor of the
Contact No.: 8377020666
company
Designation: Partner
Membership No.: 531054
Firm Registration No: 509249C
Peer Review Certificate No: 020529, Valid up to April 30, 2028.
^ In compliance with Regulation 230(1)(a) of SEBI (ICDR) Regulation, 2018, we have made an application to SME Platform
of BSE Limited only for listing of our equity shares.

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Board of Directors of Our Company

Sl. Name of the Current

DIN Age Address
No. Director Designation
WZ 686 C-Top Floor, Shiv Nagar Extension,
Managing Director 37 Near Dashmesh Hospital, Jail Road, VTC:
1 Mr. Arvind Kamboj 09624208
& Chairman Years Jail Road, PO: Janakpuri C-4, District: West
Delhi, PIN-110058.
WZ 686 C-Top Floor, Shiv Nagar Extension,
Whole Time 36 Near Dashmesh Hospital, Jail Road, VTC:
2 Mrs. Shaina Malhotra 06809352
Director Years Jail Road, PO: Janakpuri C-4, District: West
Delhi, PIN-110058.
WZ-591, Second Floor Gali No. 22, Shiv
Non-Executive 40
3 Mr. Atul Malhotra 07814724 Nagar Extension, Janakpuri B-1, West Delhi,
Director Years
PIN-110058.
DP-157 First Floor, VTC: Pitampura, PO:
Mr. Saurabh 34
4 10074130 Independent Director Saraswati Vihar, District: North West Delhi,
Shashwat Years
PIN-110034.

32 H-30, First Floor, Gali No. 1, Laxmi Nagar,

5 Ms. Rojina Thapa 10362834 Independent Director
Years East Delhi, PIN – 110092.

For further details of the Board of Directors, please refer to the Section titled “Our Management” on page no. 149 of this
prospectus.

Details of Key Intermediaries pertaining to this Issue and our Company:

LEAD MANAGER REGISTRAR TO THE ISSUE

FINSHORE MANAGEMENT SERVICES LIMITED MAASHITLA SECURITIES PRIVATE LIMITED
‘Anandlok’, Block-A, 2nd Floor, Room No. 207, 451, Krishna Apra Business Square Netaji Subhash Place,
227 A.J.C Bose Road, Kolkata-700020, West Bengal Pitampura, North West Delhi, India, 110034.
Telephone: +91 33 4603 2561 Telephone: 011-47581432
Email: info@finshoregroup.com Email: ipo@maashitla.com
Website: www.finshoregroup.com Website: www.maashitla.com
Investor Grievance Email: investors@finshoregroup.com Investor Grievance Email: investor.ipo@maashitla.com
Contact Person: Mr. S. Ramakrishna Iyengar Contact Person: Mr. Mukul Agrawal
SEBI Registration No: INM000012185 SEBI Registration Number: INR000004370
CIN: U74900WB2011PLC169377 CIN: U67100DL2010PTC208725
BANKER TO THE ISSUE AND SPONSOR BANK LEGAL ADVISOR TO THE ISSUE
Kotak Mahindra Bank Limited
Kotak Infiniti, 6th Floor, Building No. 21, J MUKHERJEE & ASSOCIATES
Infinity Park, Off Western Express Highway, D-1, MMS Chambers, 1st Floor,
General AK Vaidya Marg, Malad (East) 4A Council House Street, Kolkata-700001,
Mumbai – 400 097, Maharashtra, India West Bengal, India
Tel No.: 022-66056603 Telephone: +91 9830640366
Email: cmsipo@kotak.com Email ID: jmukherjeeandassociates@gmail.com
Website: www.kotak.com Contact Person: Mr. Jayabrata Mukherjee
Contact Person: Mr. Siddhesh Shirodkar
Note: Investors may contact our Company Secretary and Compliance Officer and/or the Registrar to the Issue and/or the
Lead Manager, in case of any pre-issue or post-issue related problems, such as non-receipt of letters of allotment, credit of
allotted Equity Shares in the respective beneficiary account or refund orders, etc. For all Issue related queries and for
redressal of complaints, Applicants may also write to the Lead Manager. All complaints, queries or comments received by
Stock Exchange/SEBI shall be forwarded to the Lead Manager, who shall respond to the same.

All grievances in relation to the application through ASBA process may be addressed to the Registrar to the Issue, with a
copy to the relevant Designated Intermediary with whom the ASBA Form was submitted, giving details such as the full name
of the sole or First Applicant, ASBA Form number, Applicants‘ DP ID, Client ID, PAN, number of Equity Shares applied
for, date of submission of ASBA Form, address of Bidder, the name and address of the relevant Designated Intermediary,
where the ASBA Form was submitted by the Bidder, ASBA Account number in which the amount equivalent to the Bid Amount
was blocked and UPI ID used by the Retail Individual Investors. Further, the Bidder shall enclose the Acknowledgment Slip
from the Designated Intermediaries in addition to the documents or information mentioned hereinabove.

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Statement of Inter Se Allocation of Responsibilities

Finshore Management Services Limited is the sole Lead Manager to this Issue and all the responsibilities relating to co-
ordination and other activities in relation to the Issue shall be performed by them and hence a statement of inter-se allocation
of responsibilities is not required.

Self-Certified Syndicate Banks (“SCSBs”)

The lists of banks that have been notified by SEBI to act as SCSB for the ASBA process are provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34. For details of the Designated
Branches which shall collect Application Forms, please refer to the above-mentioned SEBI link.

Issuer Banks for UPI

The list of Self Certified Syndicate Banks that have been notified by SEBI to act as Issuer Bank for UPI mechanism are
provide on the website of SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yesandintmId=40. For details on Designated
Branches of SCSBs collecting the Bid Cum Application Forms, please refer to the above-mentioned SEBI link.

The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is provided
on the website of the Stock Exchange, at BSE Limited at
http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 as updated from time to time.

Brokers to This Issue

All brokers registered with SEBI and members of the Recognised Stock Exchange can act as brokers to the Offer.

Registrar to Issue and Share Transfer Agents

The list of the RTAs eligible to accept Applications forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, are provided on the website of Stock Exchange at BSE Limited, as updated
from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept Application Forms at the Designated CDP Locations, including details such as name
and contact details, are provided on the website of Stock Exchange at BSE Limited, as updated from time to time. The list
of branches of the SCSBs named by the respective SCSBs to receive deposits of the Application Forms from the Designated
Intermediaries will be available on the website of the SEBI (www.sebi.gov.in) and updated from time to time.

Credit Rating

This being an Issue of Equity Shares, credit rating is not required.

Trustees

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

Debenture Trustees

As the Issue is of Equity Shares, the appointment of Debenture trustees is not required.

IPO Grading

Since the Issue is being made in terms of Section IX of the SEBI (ICDR) Regulations, 2018 there is no requirement of
appointing an IPO Grading agency.

Appraising Entity

No appraising entity has been appointed in respect of any objects of this Issue.

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Monitoring Agency

As per regulation 262(1) of the SEBI ICDR Regulations 2018, the requirement of Monitoring Agency is not mandatory if
the Issue size is below Rs.10,000 Lakhs. Since the Issue size is only of ₹ 2,100.00 Lakhs, our Company has not appointed
any monitoring agency for this Issue. However, as per Section 177 of the Companies Act, 2013, the Audit Committee of our
Company, would be monitoring the utilization of the proceeds of the Issue.

Filing of Draft Prospectus/Prospectus with the SEBI/ROC

In terms of Regulation 246(1) of the SEBI (ICDR) Regulations, 2018, a copy of the Prospectus shall be filed with the Board
(SEBI) through the Lead Manager, immediately upon filing of the offer document with the Registrar of Companies. However,
as per Regulation 246(2) of the SEBI (ICDR) Regulations, 2018, the Board (SEBI) shall not issue any observation on the
offer document.

In terms of Regulation 246(5) of the SEBI (ICDR) Regulations, 2018, a copy of the Prospectus shall also be furnished to the
Board in a soft copy.

A copy of the Prospectus shall be filed electronically with the SEBI through the SEBI intermediary portal at
https://siportal.sebi.gov.in in terms of the circular (No. SEBI/HO/CFD/DIL1/CIR/P/2018/011) dated January 19, 2018 issued
by the SEBI and with the Designated Stock Exchanges. Further, in light of the SEBI notification dated March 27, 2020, a
copy of the Prospectus will be mailed at the e-mail address: cfddil@sebi.gov.in

A copy of the Prospectus, along with the documents required to be filed under Section 26 & 32 of the Companies Act, 2013
would be delivered for filing to the Registrar of Companies – Delhi.

Issue Programme

Issue Opening Date June 30, 2025

Issue Closing Date July 02, 2025
Finalisation of Basis of Allotment with BSE SME July 03, 2025
Initiation of Allotment / Refunds/ unblocking of ASBA Accounts July 04, 2025
Credit of Equity Shares to demat accounts of the Allottees July 04, 2025
Commencement of trading of the Equity Shares on BSE SME July 07, 2025

Expert Opinion

Our Company has not obtained any expert opinions except we have received consent from the Peer review Auditors of the
Company to include their name as an expert in this prospectus in relation to the (a) Peer review Auditors' reports on the
restated Audited financial statements; and (b) Statement of Tax Benefits by the Peer review Auditors and such consent has
not been withdrawn as on the date of this prospectus.

Change in Auditors during the last three (3) years

Name of the Auditor S J A G & Co, S P M G & Co,

Chartered Accountants Chartered Accountants
FRN/Mem. No 02810N 509249C
Peer Review No. - 020529
Date of Appointment 24-06-2022 07-08-2023
Date of Resignation 15-07-2023 -
Period From 01-04-2021 01-04-2022
Period To 31-03-2026 31-03-2028
Email ID shilpi.jain58@gmail.com spmg914@gmail.com
Address WZ-256/G, Inderpuri, Delhi-110012. 914 D- Mall Netaji Subhash Place
Pitampura, Delhi-110032.
Reason for Change Due to Pre-Occupation Auditor appointed in case Casual Vacancy
on 07-08-2023 for FY 2022-23 and
regularized on 30-09-2023 for a period of 5
years i.e. 01-04-2023 to 31-03-2028 and
holds a valid Peer Review Certificate

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Underwriter

In terms of Regulation 260 (1) of the SEBI (ICDR) Regulations, 2018, the initial public offer shall be underwritten for
hundred per cent (100%) of the offer and shall not be restricted up to the minimum subscription level and as per sub regulation
(2) The lead manager(s) shall underwrite at least fifteen per cent of the issue size on their own account(s).

Our Company and Lead Manager to the Issue hereby confirm that the Issue is 100% Underwritten. The underwriting
agreement is dated June 09, 2025 and pursuant to the terms of the underwriting agreement, obligations of the underwriter are
subject to certain conditions specified therein. The underwriter has indicated their intention to underwrite following number
of specified securities being offered through this Issue.

Indicated number % of the total

Name, Address, Telephone, and Email of the Amount
of Equity Shares to Issue Size
Underwriter Underwritten
be Underwritten Underwritten
Finshore Management Services Limited
Anandlok, Block-A, 2nd Floor, Room No. 207,
227 A.J.C. Bose Road, Kolkata-700020, India
Tel No: +91 33 4603 2561
21,00,000 ₹ 2,100.00
Website: www.finshoregroup.com 100.00%
Equity Shares* Lakhs
Email: info@finshoregroup.com
Investor Grievance Email: investors@finshoregroup.com
Contact Person: Mr. S. Ramakrishna Iyengar
SEBI Registration No: INM000012185
*Includes 1,05,600 Equity shares of the Market Maker Reservation Portion which are to be subscribed by the Market Maker
vide their agreement dated June 09, 2025 in order to comply with the requirements of Regulation 261 of the SEBI (ICDR)
Regulations, as amended.

In the opinion of the Board of Directors of our Company, the resources of the above-mentioned Underwriter and Market
Maker are sufficient to enable them to discharge their respective underwriting obligations in full.

Details of Market Making Arrangement for This Issue

Our Company and the Lead Manager has entered into Market Making Agreement dated June 09, 2025 with the following
Market Maker to fulfil the obligations of Market Making for this Issue:

Name JSK Securities and Services Private Limited

409, Neo Atlantic, PN Marg, Opp. Ambar Cinema, Patel Colony, Jamnagar
Address
– 361008, Gujarat
Contact Person Mr. Jignesh Amrutlal Thobhani
Telephone +91 98984 94857
E-mail info@jsksecurities.com
Website https://jsksecurities.com/
SEBI Registration No INZ000319333
CIN U66120GJ2023PTC142240
MM Registration No SMEMM0689028032025

M/s. JSK Securities and Services Private Limited, registered with BSE Limited, will act as the market maker and has agreed
to receive or deliver the specified securities in the market making process for a period of three years from the date of listing
of our Equity Shares or for a period as may be notified in SEBI (ICDR) Regulations as amended from time to time.

The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations, as
amended from time to time and the circulars issued by the BSE and SEBI in this matter from time to time.

➢ In terms of regulation 261(1) of SEBI ICDR Regulations 2018, the Market Making arrangement through the Market
Maker will be in place for a period of three years from the date of listing of our Equity Shares and shall be carried out
in accordance with SEBI ICDR Regulations and the circulars issued by the BSE and SEBI regarding this matter from
time to time.

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➢ In terms of regulation 261(2) of SEBI ICDR Regulations 2018, The market maker or issuer, in consultation with the lead
manager(s) may enter into agreements with the nominated investors for receiving or delivering the specified securities
in market making, subject to the prior approval of the BSE Limited.

➢ In terms of regulation 261(3) of SEBI ICDR Regulations 2018, Following is a summary of the key details pertaining to
the Market Making arrangement

1. The Market Maker “JSK Securities and Services Private Limited” shall be required to provide a two-way quote for
75% of the time in a day. The same shall be monitored by the stock exchange. Further, the Market Maker(s) shall
inform the exchange in advance for each and every black out period when the quotes are not being offered by the
Market Maker(s).

2. The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and other
particulars as specified or as per the requirements of BSE SME and SEBI from time to time.

3. The Market Maker is required to comply with SEBI Circular No. CIR/MRD/DSA/31/2012 dated November 27,
2012 and SEBI ICDR Regulations and relevant Exchange Circulars requirement for Market Makers on SME
platform.

4. The minimum depth of the quote shall be Rs.1.00 Lakh. However, the investors with holdings of value less than Rs.
1.00 Lakh shall be allowed to offer their holding to the Market Maker in that scrip provided that he sells his entire
holding in that scrip in one lot along with a declaration to the effect to the selling broker.

5. There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his inventory
through market making process, BSE may intimate the same to SEBI after due verification.

6. The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on BSE SME (in
this case currently the minimum trading lot size is 1,200 equity shares; however, the same may be changed by the
BSE SME from time to time).

7. The shares of the Company will be traded in Trade for Trade Segment for the first 10 days from commencement of
trading (as per SEBI Circular no: CIR/MRD/DP/ 02/2012 dated January 20, 2012) on SME Platform of BSE Limited
and market maker will remain present as per the guidelines mentioned under BSE and SEBI circulars.

8. The Market Maker shall start providing quotes from the day of the listing / the day when designated as the Market
Maker for the respective scrip and shall be subject to the guidelines laid down for market making by the BSE
Limited.

9. There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily/fully
from the market – for instance due to system problems, any other problems. All controllable reasons require prior
approval from the Exchange, while force-majeure will be applicable for non-controllable reasons. The decision of
the Exchange for deciding controllable and non-controllable reasons would be final.

10. In terms of regulation 261(6) of SEBI ICDR Regulations 2018, Market Maker shall not buy the Equity Shares from
the Promoters or Persons belonging to promoter group of Marc Loire Fashions Limited or any person who has
acquired shares from such promoter or person belonging to promoter group, during the compulsory market making
period.

11. In terms of regulation 261(7) of SEBI ICDR Regulations 2018, The Promoters’ holding of Marc Loire Fashions
Limited shall not be eligible for offering to the Market Maker during the Compulsory Market Making Period.
However, the promoters’ holding of Marc Loire Fashions Limited which is not locked-in as per the SEBI (ICDR)
Regulations, 2018 as amended, can be traded with prior permission of the SME Platform of BSE Limited, in the
manner specified by SEBI from time to time.

12. The Lead Manager may be represented on the Board of the Issuer Company in compliance with Regulation 261 (8)
of SEBI (ICDR) Regulations, 2018.

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13. The Market Maker shall not be responsible to maintain the price of the Equity Shares of the Issuer Company at any
particular level and is purely supposed to facilitate liquidity on the counter of Marc Loire Fashions Limited via
its 2-way quotes. The price of the Equity Shares shall be determined and be subject to market forces.

14. Risk containment measures and monitoring for Market Maker: BSE SME will have all margins which are
applicable on the BSE Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin,
Special Margins and Base Minimum Capital etc. BSE can impose any other margins as deemed necessary from
time-to-time.

15. Punitive Action in case of default by Market Maker(s): BSE SME Exchange will monitor the obligations on a
real time basis and punitive action will be initiated for any exceptions and/or non-compliances. Penalties / fines may
be imposed by the Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a
particular security as per the specified guidelines. These penalties / fines will be set by the Exchange from time to
time. The Exchange will impose a penalty on the Market Maker in case they are not present in the market (offering
two-way quotes) for at least 75% of the time. The nature of the penalty will be monetary as well as suspension in
market making activities / trading membership.
The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties / fines /
suspension for any type of misconduct/ manipulation/ other irregularities by the Market Maker from time to time.
The Market Maker(s) shall have the right to terminate said arrangement by giving 3 (three) months’ notice or on
mutually acceptable terms to the Lead Manager, who shall then be responsible to appoint a replacement Market
Maker(s).
In case of termination of the above-mentioned Market Making agreement prior to the completion of the compulsory
Market Making period, it shall be the responsibility of the Lead Manager to arrange for another Market Maker(s)
in replacement during the term of the notice period being served by the Market Maker but prior to the date of
releasing the existing Market Maker from its duties in order to ensure compliance with the requirements of
regulation 261 of the SEBI (ICDR) Regulations. Further the Company and the Lead Manager reserve the right to
appoint other Market Maker(s) either as a replacement of the current Market Maker or as an additional Market
Maker subject to the relevant laws and regulations applicable at that particular point of time.

16. On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will happen
as per the equity market hours. The circuits will apply from the first day of the listing on the discovered price during
the pre-open call auction

17. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for
market makers during market making process has been made applicable, based on the issue size and as follows:
Buy quote exemption threshold Re-entry threshold for buy quote
Issue Size (including mandatory initial (including mandatory initial inventory
inventory of 5% of the issue size) of 5% of the issue size)
Up to Rs.20 Crore 25% 24%
Rs. 20 to Rs.50 Crore 20% 19%
Rs. 50 to Rs.80 Crore 15% 14%
Above Rs. 80 Crore 12% 11%

18. All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to change
based on changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time.

19. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012,
has laid down that for issue size up to ₹250 crores, the applicable price bands for the first day shall be:

i. In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall
be 5% of the equilibrium price.

ii. In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session
shall be 5% of the issue price. Additionally, the trading shall take place in TFT segment for first 10 days from
commencement of trading. The price band shall be 20% and the market maker spread (difference between the
sell and the buy quote) shall be within 10% or as intimated by Exchange from time to time.

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➢ In terms of regulation 261(4) of SEBI ICDR Regulations 2018, The specified securities being bought or sold in the
process of market making may be transferred to or from the nominated investors with whom the lead manager(s) and
the issuer have entered into an agreement for market making: Provided that the inventory of the market maker, as on
the date of allotment of the specified securities, shall be at least five per cent. of the specified securities proposed to be
listed on BSE SME.

➢ In terms of regulation 261(5) of SEBI ICDR Regulations 2018, The market maker shall buy the entire shareholding of a
shareholder of the issuer in one lot, where the value of such shareholding is less than the minimum contract size allowed
for trading on the BSE SME: Provided that market maker shall not sell in lots less than the minimum contract size
allowed for trading on the BSE SME.

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SECTION VI: CAPITAL STRUCTURE

CAPITAL STRUCTURE

Our Equity Share capital before the Issue and after giving effect to the Issue, as at the date of this prospectus, is set forth
below:
(Rs. in Lakhs except share data)
Aggregate Nominal Aggregate Value
No. Particulars
Value at Issue Price
A. Authorized Share Capital
80,00,000 Equity Shares of ₹10/- each 800.00 --
B. Issued, Subscribed & Paid-up Share Capital prior to the Offer (1)
50,00,000 Equity Shares of ₹10/- each 500.00 --
C. Present issue in terms of the prospectus (2)
21,00,000 Equity Shares of ₹10/- each for cash at a price of ₹ 100/-
210.00 2,100.00
per share aggregating to ₹ 2,100.00 lakhs
Which Comprises of
D. Reservation for Market Maker portion
1,05,600 Shares of ₹10/- each for cash at a price a ₹100/- per Equity 10.56 105.60
Share aggregating to ₹ 105.60 lakhs
E. Net Issue to the Public
19,94,400 Equity Shares of ₹10/- each for cash at a price a ₹100/- 199.44 1,994.40
per Equity Share aggregating to ₹ 1,994.40 lakhs, out of which:
9,97,200 Equity Shares of ₹10/- each for cash at a price a ₹100/- 99.72 997.20
per Equity Share aggregating to ₹ 997.20 lakhs will be available
for allocation for allotment to Retail Individual Investors of up to
₹2.00 lakhs
9,97,200 Equity Shares of ₹10/- each for cash at a price a ₹100/- 99.72 997.20
per Equity Share aggregating to ₹ 997.20 lakhs will be available
for allocation for allotment to Other Investors of above ₹2.00 lakhs
F. Paid up Equity capital after the Issue
71,00,000 Equity Shares of ₹10/- each 710.00
Securities Premium Account
G. Before the Issue Nil
After the Issue 1,890.00
(1)
Our Company has only one class of share, i.e., Equity Shares having face value of ₹10/- each and there are no partly
paid-up Equity Shares or preference shares or convertible securities outstanding for conversion as on the date of this
prospectus.
(2)
This Initial Public Offer has been authorized pursuant to a resolution of our Board of Directors dated October 16, 2024
and by special resolution passed under Section 62(1)(c) of the Companies Act, 2013 at the Extra Ordinary General
meeting of the members held on November 11, 2024.

Details of changes in Authorized Share Capital of our Company since incorporation:

Date of Authorized
EGM/AGM/
Shareholders Share Capital Details of change
Postal Ballot
approval (Rs.)
On Incorporated with an Authorized Share Capital of ₹1,00,000
11-03-2014 1,00,000
Incorporation comprising of 10,000 Equity Shares of ₹10/- each.
Increase in Authorized Share Capital from ₹1,00,000 comprising
24-06-2022 EGM 2,00,00,000 of 10,000 Equity Shares of ₹10/- each to ₹ 2,00,00,000 comprising
of 20,00,000 Equity Shares of ₹10/- each.
Increase in Authorised Share Capital from ₹2,00,00,000
10-04-2024 EGM 8,00,00,000 comprising of 20,00,000 Equity Shares of ₹10/- each to ₹
8,00,00,000 comprising of 80,00,000 Equity Shares of ₹ 10/- each.

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Notes to Capital Structure

Share capital history of our Company

(a) Equity shares capital history of our Company:

The following is the history of the equity share capital of our Company:

Cumulative
No. of Face Issue Cumulative
Date of Nature of Paid-up
Equity Value Price Nature of Allotment No. of Equity
Allotment Consideration Capital
Shares (In ₹) (In ₹) Shares
(in ₹)
11-03-2014(1) 10,000 10.00 10.00 Cash Subscription to MOA 10,000 1,00,000

04-07-2022(2) 9,90,000 10.00 10.00 Cash Right Issue 10,00,000 1,00,00,000

06-09-2024 (3) 40,00,000 10.00 - Nil Bonus Issue 50,00,000 5,00,00,000

(1) Allotment on Initial subscription to the Memorandum of Association dated 11-03-2014:

Face Issue Number of Equity

Sl. No. Name of the allottee Nature of Allotment
Value (₹) Price (₹) Shares allotted
1 Jitin Goel 10.00 10.00 Subscription to MOA 3,340

2 Shaina Malhotra 10.00 10.00 Subscription to MOA 3,330

3 Roli Gupta 10.00 10.00 Subscription to MOA 3,330

Total 10,000

(2) Further on 04-07-2022, Company has allotted 9,90,000 Equity Shares of Face Value Rs. 10/- each as per details
given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Shaina Malhotra 10.00 10.00 Right Issue 4,95,000

2 Arvind Kamboj 10.00 10.00 Right Issue 4,95,000

Total 9,90,000

(3) Further on 06-09-2024, Company has allotted 40,00,000 Equity Shares as a Bonus Issue in the ratio of (4:1) i.e.,
Four Equity Shares for every One fully paid-up equity share held by existing shareholders of Face Value Rs. 10/-
each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Shaina Malhotra 10.00 Nil Bonus Issue 19,99,980

2 Arvind Kamboj 10.00 Nil Bonus Issue 20,00,000

3 Rachit Choudhary 10.00 Nil Bonus Issue 4

4 Harsh Choudhary 10.00 Nil Bonus Issue 4

5 Charanjeet Arora 10.00 Nil Bonus Issue 4

6 Mohd Vaseem 10.00 Nil Bonus Issue 4

7 Anoop 10.00 Nil Bonus Issue 4

Total 40,00,000

As on the date of this prospectus, our Company does not have any preference share capital.

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(b) Equity shares issued for consideration other than cash:

As on the date of this prospectus, Our Company has not issued Equity shares for consideration other than cash except
as mentioned below.

Number of
Name of Benefit
Date of Equity Issue Price Reason for
Consideration the accruing to
Allotment Shares (In ₹) Allotment
Allottee the company
allotted
Capitalization
06-09-2024 40,00,000 Nil Nil Bonus Issue #
of reserves

#For list of allottees, see note 3 of paragraph titled “Equity Share Capital History of our Company” mentioned above.

(c) Revaluation of our assets:

We have not revalued our assets since inception and have not issued any Equity Shares (including bonus shares) by
capitalizing any revaluation reserves.

(d) If shares have been issued in terms of any scheme approved under section 230-234 of the Companies Act, 2013:

Our Company has not issued any Equity Shares in terms of any scheme approved under section 230-234 of the
Companies Act, 2013.

(e) If shares have been issued under one or more employee stock option schemes:

Our Company has not granted any options or allotted any Equity Shares under the ESOP Scheme as on the date of this
prospectus.

(f) Issue of Equity Shares in the last one year below the Issue Price:

Issue Name of Benefit

Date of Number of Equity Reason for
Price Consideration the accruing to the
Allotment Shares allotted Allotment
(In ₹) Allottee company
Bonus Capitalization
06-09-2024 40,00,000 Nil Nil #
Issue of reserves

#For list of allottees, see note 3 of paragraph titled “Equity Share Capital History of our Company” mentioned above.

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(g) Shareholding Pattern of our Company:

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

Shareholding, as a % assuming full

Number of Locked
conversion of convertible securities
No. of Partly paid-up equity shares

Number of Shares
Shareholding as a % of total no. of

Outstanding convertible securities

1957) (VIII) As a % of (A+B+C2)
No. of fully paid-up equity shares

(as a percentage of diluted share

Number of equity shares held in

shares (calculated as per SCRR,

encumbered
pledged or
Nos. Of shareholders (III)

otherwise
No. of Shares Underlying

in shares
(including Warrants) (X)
Depository Receipts (VI)
No. of shares underlying
Category of shareholder

Number of Voting Rights held in each class of

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

(XIII)
Total nos. shares held

(XII)
As a % of (A+B+C2)

dematerialized form
securities

(XI)= (VII)+(X)
(IX)
Category (I)

held (IV)

held (V)

capital)

(XIV)#
(II)

No of Voting Rights No. As a No. As a

(a) % of (a) % of
Total as a
total total
% of
Shares Share
Class: X Class: Y Total (A+B+C)
held s held
(b) (Sb)
A1 Promoter 2 49,99,975 - - 49,99,975 99.99% 49,99,975 - 49,99,975 99.99% - 99.99% - - - - 49,99,975

Promoter
A2 0 - - - - - - - - - - - - - - - -
Group

B Public 5 25 - - 25 0.001% 25 - 25 0.001% - 0.001% - - - - 25

Non-
C Promoter- - - - - - - - - - - - - - - - - -
Non-Public
Shares
C1 underlying - - - - - - - - - - - - - - - - -
DRs
Shares held
C2 by Employee - - - - - - - - - - - - - - - - -
Trusts
7 50,00,000 - - 50,00,000 100.00% 50,00,000 - 50,00,000 100.00% - 100.00% - - - - 50,00,000

As on date of this prospectus, 1 Equity share holds 1 vote.

As on date, we have only one class of Equity Shares of face value of Rs. 10/- each.
All Pre-IPO equity shares of our company will be locked-in as per regulations of SEBI ICDR prior to listing of shares on SME Platform of BSE Limited.
In terms of regulation 230(1)(d) of SEBI ICDR Regulation 2018, all specified securities held by promoters are dematerialized.
Our Company will file the shareholding pattern of our Company, in the form prescribed under Regulation 31 of the Listing Regulation, one day prior to the listing of the Equity shares. The
Shareholding pattern will be uploaded on the website of BSE Limited before commencement of trading of such Equity Share.

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(i) List of Major Shareholders holding 1% or more of the paid-up equity share capital aggregating to atleast 80%
of capital of our Company as on the date of the prospectus:

Number of % of the Pre-Issue

Sl. No. Name of Shareholders
Equity Shares paid-up capital
1 Mr. Arvind Kamboj 25,00,000 50.00%
2 Mrs. Shaina Malhotra 24,99,975 49.99%
Total 49,99,975 99.99%

(ii) List of Major Shareholders holding 1% or more of the paid-up equity share capital aggregating to atleast 80%
of capital of our Company as on a date 10 days before the date of the prospectus:

Number of % of the Pre-Issue

Sl. No. Name of Shareholders
Equity Shares paid-up capital
1 Mr. Arvind Kamboj 25,00,000 50.00%
2 Mrs. Shaina Malhotra 24,99,975 49.99%
Total 49,99,975 99.99%

(iii) List of Major Shareholders holding 1% or more of the paid-up equity share capital aggregating to atleast 80%
of capital of our Company as on a date 1 (one) year before the date of the prospectus:

Number of % of the Pre-Issue

Sl. No. Name of Shareholders
Equity Shares paid-up capital
1 Mr. Arvind Kamboj 5,00,000 50.00%
2 Mrs. Shaina Malhotra 4,99,995 49.99%
Total 9,99,995 99.99%

(iv) List of Major Shareholders holding 1% or more of the paid-up equity share capital aggregating to atleast 80%
of capital of our Company as on a date 2 (two) year before the date of the prospectus:

Number of % of the Pre-Issue

Sl. No. Name of Shareholders
Equity Shares paid-up capital
1 Mr. Arvind Kamboj 5,00,000 50.00%
2 Mrs. Shaina Malhotra 5,00,000 50.00%
Total 10,00,000 100.00%

(h) Proposal or intention to alter our capital structure within a period of 6 months from the date of opening of the Issue:

Our Company does not have any intention or proposal to alter our capital structure within a period of 6 months from the
date of opening of the Issue by way of split or consolidation of the denomination of Equity Shares or further issue of
Equity Shares (including issue of securities convertible into exchangeable, directly or indirectly, for our Equity Shares)
whether preferential or bonus, rights, further public issue or qualified institutions placement or otherwise. However, our
Company may further issue Equity Shares (including issue of securities convertible into Equity Shares) whether
preferential or otherwise after the date of the opening of the Issue to finance an acquisition, merger or joint venture or
for regulatory compliance or such other scheme of arrangement or any other purpose as the Board may deem fit, if an
opportunity of such nature is determined by its Board of Directors to be in the interest of our Company after obtaining
relevant approvals.

(i) The Details of Shareholding of Promoter of Our Company:

Capital Build-up of our Promoter in our Company:

The current promoter of our Company is Mr. Arvind Kamboj, Mrs. Shaina Malhotra and Mr. Atul Malhotra.

Pursuant to Regulation 236 of SEBI (ICDR) Regulations 2018, minimum promoters’ contribution should be not less
than 20% of the post Issue equity share capital of our Company. As on the date of this prospectus, our Promoter hold
49,99,975 Equity Shares, which constitutes approximately 99.99% of the pre-IPO issued, subscribed and paid-up Equity

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Share capital of our Company and approximately 70.42% of the post-IPO issued, subscribed and paid-up Equity Share
capital assuming full allotment of the shares offered in IPO. The Details are as under:

Pre-Issue Shareholding Post-Issue Shareholding

Particulars Number of Percentage Number of Percentage
Shares holding Shares holding
Promoter
Mr. Arvind Kamboj 25,00,000 50.00% 25,00,000 35.21%
Mrs. Shaina Malhotra 24,99,975 49.99% 24,99,975 35.21%
Mr. Atul Malhotra - - - -
Total Promoters Shareholding 49,99,975 99.99% 49,99,975 70.42%

All the Equity Shares allotted and held by our Promoter were fully paid at the time of allotment itself. Further, none of
the Equity Shares held by our Promoters are subject to any pledge.

Set forth below is the build-up of the equity shareholding of our Promoter since the incorporation of our Company.

i) Mr. Arvind Kamboj

Issue/
Date of Transfer
Number Pre-issue Post-issue
Allotment/ Face Price Nature of Nature of
of Equity Share Share Pledge
Acquisition/ Value per Consideration transaction
Shares Holding% Holding%
Sale Equity
Share
Transfer from Mrs.
25-05-2022 5,000 10.00 10.00 Cash 0.10% 0.07% No
Roli Gupta
05-07-2022 4,95,000 10.00 10.00 Cash Right Issue 9.90% 6.97% No
06-09-2024 20,00,000 10.00 - Nil Bonus Issue 40.00% 28.17% No
Total 25,00,000 50.00% 35.21%

ii) Mrs. Shaina Malhotra

Issue/
Date of Pre-issue Post-issue
Number Transfer Nature of
Allotment/ Face Nature of Share Share Pledg
of Equity Price per Consideratio
Acquisition Value transaction Holding Holding e
Shares Equity n
/ Sale % %
Share
11-03-2014 3,330 10.00 10.00 Cash Subscription to MOA 0.07% 0.05% No
Transfer from Mr.
22-11-2016 1,670 10.00 10.00 Cash 0.03% 0.02% No
Jatin Goel
05-07-2022 4,95,000 10.00 10.00 Cash Right Issue 9.90% 6.97% No
Transfer to Mr. Rachit
29-04-2024 -1 10.00 100.00 Cash 0.00% 0.00% No
Choudhary
Transfer to Mr. Harsh
29-04-2024 -1 10.00 100.00 Cash 0.00% 0.00% No
Choudhary
Transfer to Mr.
29-04-2024 -1 10.00 100.00 Cash 0.00% 0.00% No
Charanjeet Arora
Transfer to Mr. Mohd
29-04-2024 -1 10.00 100.00 Cash 0.00% 0.00% No
Vaseem
29-04-2024 -1 10.00 100.00 Cash Transfer to Mr. Anoop 0.00% 0.00% No
06-09-2024 19,99,980 10.00 - Nil Bonus Issue 40.00% 28.17% No
Total 24,99,975 49.99% 35.21%

Note: All the Equity Shares held by our Promoter were fully paid up as on the respective dates of acquisition of such
Equity Shares and there are no partly paid-up Equity Shares as on the date of filing of this prospectus.

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(j) As on date of this prospectus, our Company has 7 (Seven) shareholders.

(k) The aggregate shareholding of the Promoter and Promoter Group and of the directors of the promoter, where the
promoter is a body corporate:

The Aggregate shareholding of the Promoters & Promoter Group is as under:

Pre-Issue Shareholding Post-Issue Shareholding

Particulars Number of Percentage Number of Percentage
Shares holding Shares holding
Promoters
Mr. Arvind Kamboj 25,00,000 50.00% 25,00,000 35.21%
Mrs. Shaina Malhotra 24,99,975 49.99% 24,99,975 35.21%
Mr. Atul Malhotra - - -- -
Total Promoters Shareholding (A) 49,99,975 99.99% 49,99,975 70.42%
Promoter Group - - - -
Total Promoters Group Shareholding (B) - - - -
Total Promoters & Promoters Group (A+B) 49,99,975 99.99% 49,99,975 70.42%

(l) The aggregate number of specified securities purchased or sold by the promoter group and/or by the directors of the
company and their relatives in the preceding six months:

Number of
Number of
Date of Equity
Promoter/ Promoter Equity Nature of
Name of Shareholder Transactio Shares
Group/ Director Shares Sold/ Transaction
n Subscribed
Transferred
to/ Acquired
Promoter & Managing
Mr. Arvind Kamboj 06-09-2024 20,00,000 - Bonus Issue
Director
Promoter & Whole
Mrs. Shaina Malhotra 06-09-2024 19,99,980 - Bonus Issue
Time Director

(m) There are no financing arrangements whereby the promoter group, the directors of the company which is a promoter
of the issuer, the directors of the issuer and their relatives have financed the purchase by any other person of
securities of the issuer other than in the normal course of the business of the financing entity in the six months
immediately preceding the date of filing of the offer document.

(n) Promoter’s Contribution:

(i) Details of Promoter’s Contribution Locked-in of Equity Shares for Three (3) Years

Pursuant to Regulation 236 of SEBI (ICDR) Regulations 2018, minimum promoters’ contribution should be not less
than 20% of the post Issue equity share capital of our Company.

Further, in terms of Regulation 238(a) of SEBI ICDR Regulations, minimum promoter’s contribution will be locked-in
for a period of three years from the date of Allotment or date of commencement of commercial production, whichever
is later and the Equity Shares held by Promoter of our Company in excess of minimum promoter’s contribution will be
locked-in for a period of one year from the date of Allotment.

As on the date of this prospectus, our Promoter hold 49,99,975 Equity Shares constituting 70.42% of the Post offer
issued, subscribed and paid-up Equity Share capital of our Company, out of which 14,20,000 equity shares being 20.00%
of the post Issue equity share capital of our Company are eligible for the Promoter’s Contribution margin.

An aggregate of minimum 20.00% of the post-issue capital, held by our Promoters shall be considered as Promoter’s
Contribution (“Minimum Promoter’s Contribution”) and locked-in for a period of three years from the date of allotment.
The lock-in of the Promoter’s Contribution would be created as per applicable law and procedure and details of the same
shall also be provided to the Stock Exchange before listing of the Equity Shares.

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Our Promoters have granted their consents to include such number of Equity Shares held by them as may constitute
minimum 20.00% of the post-issue Equity Share Capital of our Company as Promoter’s Contribution and have agreed
not to sell or transfer or pledge or otherwise dispose of in any manner, the Promoter’s Contribution from the date of
filing of this prospectus until the completion of the lock-in period specified above.

The details of lock-in of shares for 3 (three) years are as under:

% of % of
Issue Pre Post
Date of Date When No. of Lock
Nature of Allotment/ Face Price/ Issue Issue
Allotment/ made fully Equity in
Transfer Value Transfe Equity Equity
Acquisition paid up Shares Period
r Price Share Share
Capital Capital
Mr. Arvind Kamboj
06-09-2024 06-09-2024 Bonus Issue 14,20,000 10.00 - 28.00% 20.00% 3 Years
Total 14,20,000 28.00% 20.00%
14,20,000 Pre-IPO equity shares of our company held by Our Promoter will be locked-in for 3 (three) years as
mentioned above prior to listing of shares.

In terms of Regulation 237 of SEBI ICDR Regulations, our Company confirms that none of the Equity Shares forming
part of minimum promoter’s contribution –

➢ Are acquired by our Promoter during preceding three financial years;

- For consideration other than cash and where revaluation of assets or capitalization of intangible assets was
involved; or

- Through bonus issue of Equity Shares made by utilizing the revaluation reserves or unrealized gain or through
bonus issue against equity shares which are ineligible for minimum promoter’s contribution;

➢ Are pledged by our Promoter with any creditor;

➢ Consist of Equity Shares acquired by our Promoter during preceding one year at a price lower than the Issue Price.

➢ The price per share for determining securities ineligible for minimum promoters’ contribution, has been determined
after adjusting the same for corporate actions such as share split, bonus issue, etc. undertaken by the issuer.

Our Company was incorporated under the Companies Act, 2013 and was not incorporated by converting the partnership
firm(s) or LLP(s).

The Promoters have severally confirmed that the Equity Shares are eligible in terms of Regulation 237 of SEBI (ICDR)
Regulations and that they have not been prohibited from dealings in securities market and the Equity Shares are free
from any lien, encumbrance or third-party rights. The Promoters have also severally confirmed that they are the legal
and beneficial owners of the Equity.

All the Equity Shares held by our Promoters were fully paid up as on the respective dates of acquisition of such Equity
Shares. Our Promoters have confirmed to our Company and the Lead Manager that the Equity Shares held by our
Promoters have been financed from their personal funds, as the case may be, and no loans or financial assistance from
any bank or financial institution has been availed of by them for such purpose.

(ii) Details of Equity Shares Locked-in for one (1) year

In excess of minimum 20% of the post-Issue shareholding of our Company held by the Promoter (locked in for three
years as specified above), the balance pre-issue share capital of our Company held by promoters shall be locked in for
a period of one year from the date of Allotment in this Issue as provided in clause 238(b) of SEBI (ICDR) Regulations
2018.

Further, in terms of Regulation 239 of SEBI ICDR Regulations, entire pre-Issue equity shares capital of our Company
held by persons other than our Promoter will be locked-in for a period of one year from the date of Allotment in the
Issue.

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The details of lock-in of shares for 1 (one) year are as under:

Lock-in for Lock-in for

Name of Shareholders Category No of Shares Held
3 Years 1 Year
Mr. Arvind Kamboj Promoter 25,00,000 14,20,000 10,80,000
Mrs. Shaina Malhotra Promoter 24,99,975 - 24,99,975
Mr. Rachit Choudhary Public 5 - 5
Mr. Harsh Choudhary Public 5 - 5
Mr. Charanjeet Arora Public 5 - 5
Mr. Mohd Vaseem Public 5 - 5
Mr. Anoop Public 5 - 5
Total 50,00,000 14,20,000 35,80,000

(iii) Other requirements in respect of lock-in

➢ Inscription or recording of non-transferability:

In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, our Company confirms that certificates of Equity
Shares which are subject to lock in shall contain the inscription “Non-Transferable” and specify the lock-in period
and in case such equity shares are dematerialized, the Company shall ensure that the lock in is recorded by the
Depository.

➢ Pledge of Locked-in Equity Shares

Pursuant to Regulation 242 of the SEBI ICDR Regulations, the locked-in Equity Shares held by the Promoter, as
specified above, can be pledged with any scheduled commercial banks or public financial institutions or
systemically important non-banking finance company or housing finance company as collateral security for loans
granted by such scheduled commercial banks or public financial institutions or systemically important non-banking
finance company or housing finance company, subject to fulfilment of following conditions:

i. In respect of Equity Shares which are locked in for a period of one year, the pledge of the Equity Shares is one
of the terms of the sanction of the loan;

ii. In respect of Equity Shares which are locked in for a period of three years, the loan has been granted by such
scheduled commercial bank or public financial institution or systemically important non-banking finance
company or housing finance company to our Company or our Subsidiary (ies) for the purpose of financing one
or more of the objects of the Issue and the pledge of the Equity Shares is one of the terms of the sanction of the
loan.

➢ Transfer of Locked-in Equity Shares

In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018 and subject to provisions of Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as applicable;

a) The Equity Shares held by our Promoters and locked in as per Regulation 238 of the SEBI (ICDR) Regulations,
2018 may be transferred to another Promoters or any person of the Promoters’ Group or to a new promoter(s)
or persons in control of our Company, subject to continuation of lock-in for the remaining period with transferee
and such transferee shall not be eligible to transfer them till the lock-in period stipulated has expired.

b) The equity shares held by persons other than promoters and locked in as per Regulation 239 of the SEBI (ICDR)
Regulations, 2018 may be transferred to any other person (including Promoter and Promoters’ Group) holding
the equity shares which are locked-in along with the equity shares proposed to be transferred, subject to
continuation of lock-in for the remaining period with transferee and such transferee shall not be eligible to
transfer them till the lock-in period stipulated has expired.

(iv) Sale/Purchase by Promoter Group and/or by directors of Company which is promoter of our company
and/or by the director of our company and their immediate relatives during six months preceding the
date of this prospectus:
There is no other Sale/Purchase by Promoter Group and/or by directors of Company which is promoter of our
company and/or by the director of our company and their immediate relatives during six months preceding the
date of this prospectus except as mentioned in this chapter and prospectus.

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(o) Our Company, its Directors, Promoters or the Lead Manager have not entered into any buy-back or standby
arrangements for the purchase of the Equity Shares of our Company.

(p) Our Company is in compliance with the Companies Act, 2013 with respect to issuance of securities since inception till
the date of filing of Prospectus except as otherwise mentioned in “Risk Factors” beginning on Page 22 of Prospectus,
if any.

(q) The Equity Shares issued pursuant to this Issue shall be fully paid-up.

(r) The Lead Manager and its associates do not hold any Equity Shares in our Company as on the date of filing this
prospectus.

(s) There are no options granted or equity shares issued under any scheme of employee stock option or employee stock
purchase of issuer, in the preceding three years (separately for each year) and on a cumulative basis for all options or
equity shares issued prior to the date of the prospectus.

(t) There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into Equity Shares
as on the date of this prospectus.

Other miscellaneous disclosures:

1. None of the Equity Shares of our Company are subject to any pledge as on the date of this prospectus.

2. None of the shareholding of the Promoters & Promoter Group is subject to lock-in as on date of this prospectus.

3. Except as disclosed in the chapter titled “Our Management” on page no. 149 of this prospectus, none of our directors
or Key Managerial Personnel or Senior Management holds any Equity Shares in our Company.

4. None of our Promoters, Promoter Group, our directors and their relatives has entered into any financing arrangements
or financed the purchase of the Equity shares of our Company by any other person during the period of six (6) months
immediately preceding the date of filing of the prospectus.

5. We hereby confirm that there will be no further issue of capital whether by the way of issue of bonus shares, preferential
allotment, right issue or in any other manner during the period commencing from the date of the prospectus until the
Equity shares offered have been listed or application money unblocked on account of failure of issue.

6. Our Company undertakes that there shall be only one (1) denomination for the Equity Shares of our Company, unless
otherwise permitted by law. Our Company shall comply with such disclosure and accounting norms as specified by
SEBI from time to time.

7. Our Company has not issued Equity Shares out of Revaluation Reserves.

8. Our Company shall comply with such disclosures and accounting norms as may be specified by BSE, SEBI and other
regulatory authorities from time to time.

9. Our Company has not made any public issue of any kind or class of securities of our Company within the immediately
preceding two (2) years prior to filing this prospectus.

10. Our Company has not raised any bridge loan against the proceeds of this issue.

11. Our Company, Directors, Promoters or members of our Promoter Group shall not make any payments, direct or indirect,
discounts, commissions, allowances or otherwise under this Issue except as disclosed in this prospectus.

12. Our Company has not revalued its assets since incorporation.

13. An over-subscription to the extent of 10% of the Net Issue can be retained for the purpose of rounding off to the nearest
integer during finalizing the allotment, subject to minimum allotment, which is the minimum application size in this
Issue. Consequently, the actual allotment may go up by a maximum of 10% of the Net Issue, as a result of which, the
post-issue paid up capital after the Issue would also increase by the excess amount of allotment so made. In such an

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event, the Equity Shares held by the Promoter and subject to three (3) years lock- in shall be suitably increased; so as to
ensure that 20% of the post Issue paid-up capital is locked in.

14. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the other
categories or a combination of categories at the discretion of our Company in consultation with the Lead Manager and
Designated Stock Exchange. Such inter-se spill over, if any, would be affected in accordance with applicable laws, rules,
regulations and guidelines.

15. In case of over-subscription in all categories the allocation in the issue shall be as per the requirements of SEBI (ICDR)
Regulations.

16. The unsubscribed portion in any reserved category (if any) may be added to any other reserved category.

17. The unsubscribed portion if any, after such inter se adjustments among the reserved categories shall be added back to
the net offer to the public portion.

18. There are no Equity Shares against which depository receipts have been issued.

19. Other than the Equity Shares, there is no other class of securities issued by our Company.

20. This issue is being made through Fixed Price method.

21. This Issue is being made in terms of Section IX of the SEBI (ICDR) Regulations 2018, as amended from time to time.
The Issue is being made through the Fixed Price method and hence, as per Regulation 253, sub regulation (2) of SEBI
(ICDR) Regulations 2018, the allocation in the net issue to public category shall be made as follow:

(a) Minimum 50% to the Retail individual investors; and

(b) remaining to:

i. individual applicants other than retail individual investors; and

ii. other investors including corporate bodies or institutions; irrespective of the number of specified securities
applied for;

Provided that the unsubscribed portion is either of the categories specified in clauses (a) or (b) may be allocated to
applicants in the other category.

Explanation: For the purpose of Regulation 253, sub-Regulation (2), if the retail individual investor category is entitled
to more than fifty percent of the issue size on proportionate basis, the retail individual investors shall be allocated that
higher percentage.

22. None of the members of our Promoters and Promoter Group will participate in the Issue.

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SECTION VII: PARTICULARS OF THE ISSUE

OBJECT OF THE ISSUE

The Issue includes a fresh Issue of 21,00,000 Equity Shares of our Company having face value of Rs. 10/- each at an Issue
Price of ₹100/- per Equity Share aggregating to ₹ 2,100.00 Lakhs. Our Company proposes to utilize the funds which are
being raised through this Issue towards the below mentioned objects and gain benefits of listing on Stock Exchange.

The Objects of the Issue are:

1. Funding Capital Expenditure for Expansion of our Retail Network by launching 15 (fifteen) new Exclusive
Brand Outlets (EBOs)
2. Funding Capital Expenditure for purchase of Multi-Purpose Racks
3. To meet Working Capital Requirements
4. To meet the Issue Expenses
5. General Corporate Purposes

Our Company believes that listing will enhance our Company’s corporate image, brand name and create a public market for
its Equity Shares in India. It will also make future financing easier and affordable in case of expansion or diversification of
the business. Further, listing attracts interest of institutional investors as well as foreign institutional investors.

The main objects clause of our Memorandum enables our Company to undertake the activities for which funds are being
raised in the Issue. The existing activities of our Company are within the objects clause of our Memorandum. The fund
requirement and deployment are based on internal management estimates and approved by Board of Directors vide their
meeting dated May 22, 2025 and the same has not been appraised by any bank or financial institution.

Issue Proceeds and Net Proceeds

The details of the proceeds of the Issue are set out in the following table:
(₹ in Lakhs)
Particulars Amount
Gross Proceeds from the Issue 2,100.00
(Less) Issue related expenses 224.50
Net Proceeds 1,875.50

Utilization of Funds

The following table summarizes the requirement of funds:

(₹ in Lakhs)
Sr. Estimated % of total Amount to be financed
Particulars
No. Amount issue size from Issue Proceeds
Funding Capital Expenditure for
expansion of our Retail Network by
A 526.88 25.09% 526.88
launching 15 new Exclusive Brand
Outlets (EBOs)
Funding Capital Expenditure for
B 40.08 1.91% 40.08
purchase of Multi-Purpose Racks
B Working Capital Requirements 935.22 44.53% 935.22
C General Corporate Expenses 373.32 17.78% 373.32
Net Issue Proceeds 1,875.50 89.31% 1,875.50
The issue proceeds are estimated to be utilized in the FY 2025-26.

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Details breakup of the Use of the Proceeds

1. Expansion of our Retail Network by launching Exclusive Brand Outlets (EBOs)

To promote our brand further and meet the need for the growth as the market expands, we intend to open 15 Exclusive
Brand Outlets (EBOs) for our brand ‘MARC LOIRE’ on Company Owned Company Operated (COCO) model. The
premises for the proposed new Exclusive Brand Outlets are expected to be taken on a lease basis. Our company shall
finalize the premises, execute the lease/ leave and license agreements, pay security deposit, undertake furnishing &
interiors, installation of CCTV, Laptops, Printer, UPS, HVAC & accessories and appoint staff as per the requirements.

The costs for setting-up 15 new EBOs primarily comprises of the following establishment costs:
a) Fit-outs, CCTV, UPS, Music System, Laptop, Printer, UPS, and
b) Rental Deposits

The size of our EBOs varies across regions and is dependent on various factors such as availability of suitable locations
in cities, addressable market, lease rentals etc. Our Company proposes to open 15 new EBOs on COCO model in the
state of Delhi (4 EBOs), Haryana (2 EBOs), Uttar Pradesh (2 EBOs), Karnataka (2 EBOs), Gujarat (1 EBO), Uttarakhand
(1 EBO), Rajasthan (1 EBO), Maharashtra (1 EBO) and Punjab (1 EBO) with an estimated aggregate built up area of
1,000 sq.ft. and 1,500 sq.ft. per store (“Average Size”). The premises for the proposed new EBOs are expected to be
taken on leasehold basis in line with the Company’s business practices. Our estimate of costs mentioned above are based
on (i) quotations received from different contractors and vendors; (ii) average areas for EBOs and (iii) our internal
estimates for specifications and item requirements for setting-up EBOs.

The table below sets forth the total estimated costs for setting up of 15 new EBOs which consists of 8 EBOs of 1,000
sq.ft. and 7 EBOs of 1,500 sq.ft.:

Particulars No. of Stores Estimated Amount (in

lakhs)
8 EBOs of approx. 1,000 sq.ft. 184.02
Fit-outs
7 EBOs of approx. 1,500 sq.ft 231.01
Rental Deposit 15 EBOs 111.85
Total estimated costs 526.88

The detailed break-up of these estimated costs on a unit basis is as below:

a) Fit-Outs:

The fit-outs for our stores primarily include interior work (which includes, among others, Civil Interior, Electrical
Fittings, Electrical Works, CCTV Systems, Music Systems, Laptop, Printer, UPS etc.). Based on the Quotations,
the estimated costs of various items are set out below for one proposed store of an Average Size.

Estimated Cost of 8 EBOs of Average Size of 1,000 sq.ft.

Date of Expected
Name of Name of Date of Quotation Amount
Placement Date of
Machinery/Equipment Supplier Quotation Valid Upto (₹ in lakhs)#
of Order Supply
Civil Interior, Electrical
Fittings, Electrical Works, Shree Shyam
CCTV Systems, Music Designs Private 08-05-2025 07-11-2025 Order not placed 23.00
Systems, Laptop, Printer, Limited
UPS etc.
Cost of 1 EBO of Average Size of 1,000 sq.ft. 23.00
Cost of 8 EBOs of Average Size of 1,000 sq.ft. 184.02
#
Excluding GST

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Estimated Cost of 7 EBOs of Average Size of 1,500 sq.ft.

Date of Expected
Name of Name of Date of Quotation Amount
Placement Date of
Machinery/Equipment Supplier Quotation Valid Upto (₹ in lakhs)#
of Order Supply
Civil Interior, Electrical
Fittings, Electrical Works, Shree Shyam
CCTV Systems, Music Designs Private 08-05-2025 07-11-2025 Order not placed 33.00
Systems, Laptop, Printer, Limited
UPS etc.
Cost of 1 EBO of Average Size of 1,500 sq.ft. 33.00
Cost of 7 EBOs of Average Size of 1,500 sq.ft. 231.01
#
Excluding GST

b) Rental Deposits:

The sizes of our retail stores vary across regions and are dependent on various factors such as type / format of the
retail store, availability of suitable locations, addressable market, lease rentals, competition within a given region
or across regions, etc. Considering our strategy for setting-up new retail stores across regions, we have considered
an average store size of 1,000 sq.ft. & 1,500 sq.ft. (“Average Store Size”) for arriving at the estimated costs for
setting-up a new retail store. These rental deposit estimates have been computed on the basis of average rental
deposit expenditures incurred by our Company in the past and as well as current market conditions.

Tentative Total Deposit

Approx
Tentative Rent to to be given (2
Sl. Pin Area
Area City State Rent per be Paid months Deposit
No. Code required
Sq.ft. per and 1-month
(in Sq.ft.)
month advance Rent)

1 C.G Road Ahmedabad Gujarat 380009 800 563 4,50,000 13,50,000

Mantri
2 Bengaluru Karnataka 560003 1000 450 4,50,000 13,50,000
Square Mall
Phoenix
3 Market City Bengaluru Karnataka 560048 1500 267 4,00,000 12,00,000
Mall
4 Dehradun Dehradun Uttarakhand 248001 755 172 1,30,000 3,90,000
Ambedkar Uttar
5 Ghaziabad 201001 1000 150 1,50,000 4,50,000
Road Pradesh
Rajeev
6 Gurgaon Haryana 122001 1255 170 2,13,350 6,40,050
Nagar
Space
7 Boulevard, Gurgaon Haryana 122002 1100 159 1,75,000 5,25,000
Sector-47
Madhyam
8 Jaipur Rajasthan 302020 1350 100 1,35,000 4,05,000
Marg
9 Dwarka New Delhi Delhi 110075 900 194 1,75,000 5,25,000
Roshan
10 New Delhi Delhi 110043 1475 68 1,00,000 3,00,000
Mandi
V3S Mall,
11 Laxmi New Delhi Delhi 110092 1200 292 3,50,000 10,50,000
Nagar
Uttar
12 Sector-49 Noida 201301 1200 292 3,50,000 10,50,000
Pradesh
Moledina
13 Pune Maharashtra 411001 1000 150 1,50,000 4,50,000
Road
Pallasio
14 Zirakpur Punjab 140603 1800 139 2,50,000 7,50,000
Mall
15 Durgapuri New Delhi Delhi 110093 800 313 2,50,000 7,50,000
Total 1,11,85,050
Total (₹ in lakhs) 111.85

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2. Funding Capital Expenditure for purchase of Multi-Purpose Racks

Our company plans to acquire 657 multi-purpose racks specifically designed to enhance the storage and organization of
footwear boxes. These racks represent a robust and efficient storage solution tailored to meet our operational needs,
ensuring optimal utilization of space and maintaining systematic inventory management.

Each rack is meticulously constructed using high-quality steel angles or bars and steel plates, which are expertly framed
and assembled to create a durable and reliable shelving system. This solid construction not only provides exceptional
stability and strength but also ensures a long service life, even when subjected to heavy usage in demanding warehouse
environments.

With each rack comprising 10 sturdy shelves, these units are capable of holding approximately 400 pairs of footwear
boxes per rack. This capacity makes an ideal choice for managing large volumes of inventory efficiently, reducing
clutter, and streamlining access to stored items. The modular design further allows for seamless integration into our
existing storage setup, maximizing space efficiency while maintaining an organized layout.

By investing in these purpose-built racks, we aim to significantly enhance the functionality and productivity of our
storage operations, ensuring our footwear inventory is well-organized, easily accessible, and securely stored.

The estimated cost of Multi-purpose racks are as follows:

Date of Expected
Name of Date of Quotation Amount
Name of Machinery/Equipment Placement Date of
Supplier Quotation Valid Upto (₹ in lakhs)#
of Order Supply
Multi-Purpose Racks S A Enterprises 26-02-2025 25-08-2025 Order not placed 40.08
Total 40.08
#
Excluding GST

 We have considered the above quotations for the budgetary estimate purposes and as on date of this Prospectus,
neither our company has placed any orders nor made any payment for the above purpose. The actual cost of
procurement and actual supplier may vary.

 We have not entered into definitive agreements with any of these suppliers and there can be no assurance that the
same suppliers would be engaged to eventually supply the equipment or at the same costs.

 We do not intend to purchase any second-hand machinery or equipment. The quantity of equipment to be purchased
is based on quotations received from suppliers and estimates of our management. The Management shall have the
flexibility to revise such quantities/ estimates (including but not limited to change of the supplier or addition/
deletion of any quantity of equipment) at the time of actual placement of the order. Furthermore, if any surplus from
the proceeds remains after meeting the total cost of the equipment for the aforesaid purpose, the same will be used
for our general corporate purposes, subject to limit of 25% of the amount raised by our Company through this Issue.

 The quotations relied upon by us in arriving at the above cost are valid for a specific period of time and may lapse
after the expiry of the said period. Consequent upon which, there could be a possible escalation in the cost of the
plant and machinery proposed to be acquired by us at the actual time of purchase, resulting in increase in the cost.
Further, cost can be escalated on account of freight expenses and incidental charges. Such cost escalation would be
met out of either of surplus portion of net issue proceeds (if any) or our internal accruals.

 The purchase of equipment/machinery and the proposed deployment is subject to final terms and conditions agreed
with the supplier including the finalization of price, payment/credit terms, delivery schedule, technology
advancement and other market factors prevailing at that time.

 Any additional costs incurred towards applicable taxes, freight charges, installation charges, exchange rate
fluctuations, including any contingencies etc. in relation to above object, will be met from internal accruals of our
Company.

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The proposed Schedule of Implementation of 15 new EBOs and Purchase of Multi-Purpose of Racks are as follows:

Estimated month of
Particular
Commencement Completion
Location Identification Completed
Location Finalization July 2025 January 2026
Execution of Lease/Rent Agreement July 2025 January 2026
Order for Fitouts July 2025 January 2026
Completion of Fitouts August 2025 March 2026
Order for Multi-Purpose Racks July 2025 November 2025
Installation of Multi-Purpose Racks August 2025 December 2025
Launching of EBO August 2025 March 2026
Note: The implementation schedule is planned to launch and operate our Exclusive Brand Outlets (EBOs) one after
another, rather than all at once. Each EBO will go through a step-by-step process to become operational. We aim to
open and fully launch all EBOs within the fiscal year 2025-26, ensuring a smooth and well-coordinated rollout.

3. Working Capital Requirement and basis of estimation:

Our business is working capital intensive. We finance our working capital requirement from our internal accruals and
long-term and short-term borrowings. Considering the existing and future growth, the working capital needs of our
company, as assessed based on the internal workings of our Company is ₹ 958.63 Lakhs for FY 2024-25 and is expected
to reach ₹ 2,180.88 Lakhs in FY 2025-26. We intend to meet our working capital requirements to the extent of ₹ 935.22
Lakhs from the Net Proceeds of this Issue and the balance will be met from internal accruals at an appropriate time as
per the requirement.

Working Capital Requirement:

Our company intends to launch 15 (fifteen) Exclusive Brand Outlets in prominent cities across 9 states i.e. Delhi (4
EBOs), Haryana (2 EBOs), Uttar Pradesh (2 EBOs), Karnataka (2 EBOs), Gujarat (1 EBO), Uttarakhand (1 EBO),
Rajasthan (1 EBO), Maharashtra (1 EBO) and Punjab (1 EBO). These locations are identified by our companies based
on past sales through e-commerce platforms in these areas. These outlets will be dedicated Marc Loire stores, designed
to provide a unique and engaging shopping experience where customers can interact directly with our brand, try on
products, and experience the quality and style that define Marc Loire.

These exclusive stores will offer a curated showcase of our latest and most popular women’s footwear collections and
serve as a platform to debut our new men’s footwear line, marking an important expansion into a new market segment.
By entering the men’s footwear category, we aim to broaden our consumer base, bringing our commitment to style,
comfort, and innovation to a wider audience.

In line with our expansion plans, we also intend to grow our product portfolio from 800 to approximately 2,150 distinct
styles. This ambitious increase will include an extensive range of women’s footwear, covering every footwear category
and occasion, from formal shoes and casual wear to athleisure, workwear, and specialty shoes. This broadened portfolio
will enable us to cater to diverse style preferences, seasonal demands, and emerging trends, solidifying Marc Loire’s
position as a comprehensive footwear brand for both men and women.

To meet the working capital for the above purchases, our company requires the following stocks for its Exclusive Brand
Outlets and for e-commerce platforms.
• Purchase of 75,120 Pairs of Footwear of 626 new designs for Exclusive Brand Outlets (EBOs)
• Purchase of 1,31,400 Pairs of Footwear of 730 new designs for online e-commerce platform

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The basis of calculation of Working Capital is as follows:

Exclusive Brand Outlets (EBOs) Online E-commerce Platforms

Quantity Quantity
(Min. (Min.
Order Order Total
Name of Supplier No. of Amount No. of Amount
Quantity Quantity (₹ in lakhs)
Designs (₹ in lakhs)# Designs (₹ in lakhs)#
120 Pairs 180 Pairs
per per
Design) Design)
Arshan Foot Fashion - - - 130 23,400 91.17 91.17
Eiffel Footwear Pvt. Ltd. 185 22,200 133.65 240 43,200 156.38 290.03
Nishtha Enterprises 93 11,160 63.90 90 16,200 55.08 118.98
Parul Sales 228 27,360 158.05 170 30,600 131.13 289.18
Saif Footwear 120 14,400 82.41 100 18,000 63.45 145.86
Total 626 75,120 438.01 730 1,31,400 497.21 935.22
#
Based on Quotation received from different suppliers

Basis of estimation of Working Capital Requirements

Details of Company’s working capital for the period ended March 31, 2025, March 31, 2024 and March 31, 2023 and
the source of funding, on the basis of Restated Financial Information of our Company as set out in the table below:

₹ in lakhs
31-03-2026 31-03-2025 31-03-2024 31-03-2023
Particulars
Restated (₹ in lakhs)
Cash & Bank Balance 311.46 117.58 197.26 196.30
Sundry Debtors 1,215.90 932.78 471.21 739.16
Inventory 1,828.62 973.79 732.21 127.46
Other Current Assets 400.00 75.90 175.68 102.07
Total Current Assets 3,755.98 2,100.05 1,576.35 1,164.99
Sundry Creditors 1,391.48 963.93 780.77 1,066.97
Other Current Liabilities 183.62 177.49 164.53 31.19
Total Current Liabilities 1,575.10 1,141.42 945.30 1,098.15
Working Capital Gap 2,180.88 958.63 631.05 66.84
Source of Working Capital
Proceeds from IPO 935.22 - - -
Short Term Borrowings - 2.53 147.74 -
Internal Accrual 1,245.66 956.10 483.31 66.84
Total 2,180.88 958.63 631.05 66.84

Assumption on working capital requirement:

We have estimated our working capital requirement based on the following holding periods which are as per industry
standard:

Particulars 31-03-2026 31-03-2025 31-03-2024 31-03-2023

Sundry Debtors Holding period
60 81 43 72
(In Days)
Inventory Holding Period
90 84 66 12
(In Days)
Sundry Creditor Holding Period
133 183 143 248
(In Days)

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Justification for Holding Period:

Particulars Details
The sundry debtor holding periods depends on lots of factor like prevailing
market condition, customers demand, our trust to capture market etc. Sometimes,
we have to also offer extra credit period to boost the topline and retained the
clients or to get new clients. In Fiscal 2023, 2024 and 2025 our average Sundry
Sundry Debtors Debtor holding period was 72 days, 43 days and 81 days respectively. Going
forward, we are estimating to maintain the Debtor holding period at levels of 60
days from Fiscal 2026 onwards as per our affordability to increase the top line
as well to retain present & future customers as per the demand and market
practice.
Our inventory mainly consists of Raw Materials, Work in progress, finished
goods and Packing material. Being the nature of our business, we required
material in large quantity to stores. Inventory levels are maintained by our
Company depending upon the demand. In Fiscal 2023, 2024 and 2025 our
average Inventory holding period was 12 days, 66 days and 84 days respectively.
Inventories
Going forward, we are estimating to maintain the Inventory holding period at
levels of 90 days for Fiscal 2026 onwards as per the prevailing market condition
and estimated topline growth in future. By carrying inventory of our
components, we will be able to acquire and service more customers which will
have a positive impact on our topline and bottom line.
The Creditors holding periods depends upon the demand and prevailing market
condition. In Fiscal 2023, 2024 and 2025 our average Sundry Creditor holding
period was 248 days, 143 days and 183 days respectively. Going forward, we
Sundry Creditors
are estimating to maintain the Creditors holding period at levels of 133 days from
Fiscal 2026 as per the demand, our market practice and due to better expected
cash flow and more bargaining power from our suppliers.
Other Current Assets mainly include Balance with Revenue Authorities and
Other Current Assets Prepaid Expenses. Other Current Assets is for expected Business requirement of
company.
The Key items under this head are Cash-in-hand and Bank Balance in current
account. The increase in amount of Cash and Cash Equivalent is considered on
Cash and Cash Equivalents account of increase in operations and turnover, and such amounts will be
required to meet the day-to-day expenses and to take advantage of situations of
price fluctuations, etc.
Other current liabilities include advance from customers, provisions, statutory
Other Current Liabilities and dues, expenses payable, etc. However, going forward, we do not foresee any
Short Term Provisions major change and expected to get proportionally increased due to increase in
operations and turnover

4. General Corporate Purpose:

The Net Proceeds will be first utilized towards the Objects as mentioned above. The balance is proposed to be utilized
for general corporate purposes, subject to such utilization not exceeding 25% of the amount being raised by our Company
through this issue, in compliance with the Chapter IX, Regulation 230 (2) of SEBI ICDR Regulations, 2018. Our
Company intends to deploy the balance Net Proceeds i.e., ₹ 373.32 Lakhs, which is 17.78% of the amount being raised
by our company through this issue, towards general corporate purposes, subject to above mentioned limit, as may be
approved by our management, including but not restricted to, the following:

(i) Strategic initiatives, partnerships, joint ventures and acquisitions;

(ii) Brand building and strengthening of promotional & marketing activities and advisory;
(iii) Meeting exigencies and contingencies which our company in the ordinary course of business may not foresee; and
(iv) Any other purposes as approved by the Board subject to compliance with the necessary regulatory provisions.

The quantum of utilization of funds towards each of the above purposes will be determined by our Board of Directors
based on the permissible amount actually available under the head “General Corporate Purposes” and the business
requirements of our Company, from time to time. We, in accordance with the policies of our Board, will have flexibility
in utilizing the balance Net Proceeds for general corporate purposes, as mentioned above.

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5. Issue Related Expense:

The expenses for this Issue include issue management fees, underwriting fees, selling commission, registrar fees, legal
advisor fees, printing and distribution expenses, issue related advertisement expenses, depository charges and listing
fees, statutory expenses etc. All the Issue related expenses shall be met out of the proceeds of the Issue and the break-
up of the same is as follows:

Estimated Expenses % of Total % of the Total

Activity
(₹ In Lakhs) Issue Expenses Issue Size
Lead Manager Fees (including Underwriting
67.00 29.84% 3.19%
commission)
Registrar to the issue 2.00 0.89% 0.10%
Legal Advisor 0.75 0.33% 0.04%
Peer Review Auditors 1.50 0.67% 0.07%
Market Maker 3.00 1.34% 0.14%
Sponsor Bank and Bankers to the Issue 0.50 0.22% 0.02%
UPI Bidding charges, Printing and distribution of
6.00 2.67% 0.29%
Issue Stationary, other Miscellaneous expenses
Regulators Including Stock Exchanges 13.75 6.12% 0.65%
Advertising, Marketing & Advisory Expenses 130.00 57.91% 6.19%
Total 224.50 100.00% 10.69%

Note:
 ASBA Bankers: The SCSBs will be entitled to selling commission of 0.03% (plus GST) of the amount allotted
(product of the no. of equity shares allotted and the issue price) for the forms directly procured by them and
uploaded on the electronic system of the stock exchange by them on the portion of Retail Individual Bidders and
Non-Institutional Bidders. No other fees/commission shall be payable on the application forms directly procured
by them.

 The SCSBs would be entitled to processing fees of 0.03% (plus GST) of the amount allotted (product of the no. of
equity shares allotted and the issue price), for processing the application forms procured by other intermediaries
and submitted to SCSBs for processing.

 SYNDICATE ASBA: Other intermediaries (syndicate/sub-syndicate/registered broker/CRTAs/CDPs or for using

3-in-1 type account i.e. linked online trading, demat and bank account provided by some of the registered brokers)
will be entitled to selling commission of ₹10/- (plus GST) per valid application form wherein the shares has been
allotted for the forms directly procured by them and submitted to SCSBs for processing by them on the portion of
Retail Individual Bidders and Non-Institutional Bidders.

 Sponsor banks for UPI Mechanism as registered with SEBI would be entitled to a processing fee of ₹6.50 (plus
GST) (or mutually decided and agreed) per valid application form wherein the shares have been allotted, using the
UPI mechanism for processing. 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 the SEBI circulars and other applicable laws.

 The terminal from which the application has been uploaded will be taken into account in order to determine the
total processing fess payable to the relevant registered broker and other intermediaries.

 Any expenses incurred towards IPO related expenses will be reimbursed/recouped out of the gross proceeds of the
Issue.

 The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks 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 and such payment of processing fees to the
SCSBs shall be made in compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20,
2022.

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 Further, in terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of
processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs/LM,
and such application shall be made only after (i) unblocking of application amounts for each application received
by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been
paid by the SCSB.

Proposed Schedule of Fund Utilization:

Particulars Amount to be deployed and utilized

in FY 2025-26*
Funding Capital Expenditure for expansion of our Retail Network by launching
526.88
15 new Exclusive Brand Outlets (EBOs)
Funding Capital Expenditure for purchase of Multi-Purpose Racks 40.08
Working Capital Requirements 935.22
General Corporate Expenses 373.32
Net Issue Proceeds 1,875.50
* To the extent our Company is unable to utilize any portion of the Net Proceeds towards the Object, as per the estimated
schedule of deployment specified above; our Company shall deploy the Net Issue Proceeds in the subsequent Financial Years
towards the Object.

Means of Finance:

We propose to meet the requirement of funds for the stated objects of the Issue from the IPO Proceeds and internal accruals.
Accordingly, we confirm that we are in compliance with the requirements under Regulation 230(1)(e) of the SEBI ICDR
Regulations and Clause 9(C) of Part A of Schedule VI of the SEBI (ICDR) Regulations (which requires firm arrangements
of finance through verifiable means for 75% of the stated means of finance, excluding the Issue Proceeds and existing
identifiable internal accruals).

The fund requirement and deployment are based on internal management estimates and approved by Board of Directors vide
meeting dated November 27, 2024 and the same has not been appraised by any bank or financial institution. These are based
on current conditions and are subject to change in light of changes in external circumstances or costs, other financial
conditions, business or strategy, as discussed further below. In case of variations in the actual utilization of funds allocated
for the purposes set forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if
any, available in respect of the other purposes for which funds are being raised in this Issue. If surplus funds are unavailable,
the required financing will be through our internal accruals and/or debt.

We may have to revise our fund requirements and deployment as a result of changes in commercial and other external factors,
which may not be within the control of our management. This may entail re-scheduling, revising or cancelling the fund
requirements and increasing or decreasing the fund requirements for a particular purpose from its fund requirements
mentioned below, at the discretion of our management. In case of any shortfall or cost overruns, we intend to meet our
estimated expenditure from internal accruals and/or debt. In case of any such re-scheduling, it shall be made by compliance
of the relevant provisions of the Companies Act, 2013.

Appraisal by Appraising Fund:

None of the Objects have been appraised by any bank or financial institution or any other independent third-party
organization. The funding requirements of our Company and the deployment of the proceeds of the Issue are currently based
on management estimates. The funding requirements of our Company are dependent on a number of factors which may not
be in the control of our management, including variations in interest rate structures, changes in our financial condition and
current commercial conditions and are subject to change in light of changes in external circumstances or in our financial
condition, business or strategy.

Shortfall of Funds

Any shortfall in meeting the fund requirements will be met by way of internal accruals and or unsecured Loans.

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Bridge Financing Facilities

As on the date of this prospectus, we have not raised any bridge loans which are proposed to be repaid from the Net Proceeds.
However, we may draw down such amounts, as may be required, from an overdraft arrangement/cash credit facility with our
lenders, to finance additional working capital needs until the completion of the Issue.

Interim Use of Proceeds

Pending utilization for the purposes described above, our Company intends to invest the funds in with scheduled commercial
banks included in the second schedule of Reserve Bank of India Act, 1934. Our management, in accordance with the policies
established by our Board of Directors from time to time, will deploy the Net Proceeds. Further, our Board of Directors hereby
undertake that full recovery of the said interim investments shall be made without any sort of delay as and when need arises
for utilization of process for the objects of the issue.

Monitoring Utilization of Funds

As the Issue size is less than Rs. 10,000 Lakh, under the SEBI (ICDR) Regulations it is not mandatory for us to appoint a
monitoring agency.

Our Board and the management will monitor the utilization of the Net Proceeds through its audit committee. Pursuant to
Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, our Company shall on half-yearly basis disclose to the Audit Committee the applications of the proceeds of the Issue.
On an annual basis, our Company shall prepare a statement of funds utilized for purposes other than stated in this prospectus
and place it before the Audit Committee. Such disclosures shall be made only until such time that all the proceeds of the
Issue have been utilized in full. The statement will be certified by the Statutory Auditors of our Company.

No part of the Issue Proceeds will be paid by our Company as consideration to our Promoters, our Directors, Key
Management Personnel or Senior Management or companies promoted by the Promoters, except as may be required in the
usual course of business and for the objects as stated above.

Variation in Objects

In accordance with Section 13(8) and Section 27 of the Companies Act, 2013, our Company shall not vary the objects of the
Initial Public Issue without our Company being authorized to do so by the Shareholders by way of a special resolution
through a postal ballot. Further, pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, our Company shall on half- yearly basis disclose to the Audit Committee
the applications of the proceeds of the Issue. In addition, the notice issued to the Shareholders in relation to the passing of
such special resolution (“Postal Ballot Notice”) shall specify the prescribed details as required under the Companies Act.
The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in Hindi, the vernacular
language of the jurisdiction where our Registered Office is situated. Our Promoters will be required to provide an exit
opportunity to such shareholders who do not agree to the above stated proposal, at a price as may be prescribed by SEBI, in
this regard.

Other Confirmations

There are no material existing or anticipated transactions with our Promoters, our Directors, our Company’s Key Managerial
Personnel or Senior Management, in relation to the utilization of the Net Proceeds. No part of the Net Proceeds will be paid
by us as consideration to our Promoters, our directors or Key Managerial Personnel or Senior Management, except in the
normal course of business and in compliance with the applicable laws.

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BASIS FOR ISSUE PRICE

The Issue Price of ₹100/- per Equity Share has been determined by our Company, in consultation with the Lead Manager
and justified by our Company, on the basis of an assessment of market demand for the Equity Shares through the Fixed Price
Process and on the basis of the following qualitative and quantitative factors. The face value of the Equity Share of our
Company is ₹10/- and Issue Price is ₹100/- which is 10.00 times of the face value. Investors should also refer “Our
Business”, “Risk Factors” and “Financial Statements as Restated” beginning on page no. 113, 22 and 175 respectively, of
this prospectus, to have an informed view before making an investment decision.

QUALITATIVE FACTORS:

Some of the qualitative factors, which form the basis for computing the price, are –

• Established and proven track record;

• Leveraging the experience of our Promoters;
• Experienced management team and a motivated and efficient work force;
• Cordial relations with our customers
• Quality Assurance & Control

For a detailed discussion on the qualitative factors which form the basis for computing the price, please refer to Section titled,
“Our Business”, beginning on page no. 89 of this prospectus.

QUANTITATIVE FACTORS:

The information presented in this section is derived from our Company’s restated financial statements for the financial year
ended on 31st March 2025, 31st March 2024 and 31st March 2023 prepared in accordance with Indian GAAP, the Companies
Act and Restated in accordance with SEBI (ICDR) Regulations. For details, refer chapter titled “Financial Statements as
Restated” beginning on page no 175 of this prospectus. Some of the quantitative factors, which form the basis for computing
the price, are as follows:

1. Basic & Diluted Earnings per share (EPS) as adjusted for changes in capital for last 3 years:

Earnings Per Share as per the Company’s Restated Financial Information

Basic & Diluted EPS (Rs.)
Particulars With Retrospective As per Weight
Effect of Bonus # Restated
Year ended March 31, 2023 1.31 6.56 1
Year ended March 31, 2024 8.15 40.77 2
Year ended March 31, 2025 9.41 9.41 3
Weighted Average* 7.64 19.39

a. Basic & Diluted EPS: EPS has been calculated as PAT/Weighted average no. of shares outstanding for particular
period/year in accordance with Accounting Standard 20 (AS-20) 'Earnings per Share' issued by ICAI.

b. Weighted average: Aggregate of weights i.e. [(EPS x Weight) for each year] / [Total of weights]

# On September 06, 2024, Company has allotted 40,00,000 Equity Shares as Bonus Share in the ratio of 4:1 i.e. Four
Equity Shares for every One fully paid-up equity share. The EPS has been shown separately giving retrospective effect
of Bonus allotment.

(For further details, please refer chapter “Capital Structure” and “Financial statement as Restated” beginning from
page no. 58 and 175 respectively of this prospectus.)

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2. Price to Earning (P/E) Ratio in relation to the Issue Price of ₹100/- per equity share of face value of Rs. 10/- each

P/E Ratio
Particulars With Retrospective As per
Effect of Bonus Restated
P/E ratio based on the Basic & Diluted EPS as on March 31, 2025 10.63 10.63
P/E ratio based on the Weighted Average EPS 13.09 5.16

Industry Price to Earning (P/E)

Particulars P/E Ratio

Highest 53.02
Lowest 25.16
Average 39.09

3. Average Return on Net Worth (RoNW) for last 3 years as per the Company’s Restated Financial Information

Particulars RONW in % Weight

Year ended March 31, 2023 33.27% 1
Year ended March 31, 2024 67.39% 2
Year ended March 31, 2025 43.75% 3
Weighted Average 49.88%
Weighted average: Aggregate of year-wise weighted Return on Net Worth divided by the aggregate of weights i.e.
[(Return on Net Worth x Weight) for each year] / [Total of weights]

Note: Net worth has been computed by aggregating share capital and reserves and surplus as per the audited restated
financial information. Revaluation reserve or miscellaneous expenditure (to the extent not written off) is not considered
for calculating Reserve & Surplus.

4. Net Assets Value:

With Retrospective As per

Particulars
Effect of Bonus Restated
Net Asset Value per Equity Share as of March 31, 2025 21.51 21.51
Net Asset Value per Equity Share after the Issue 44.73
Issue Price per equity share 100.00
Note: Net Asset Value per equity share represents “total assets less total liability (excluding deferred tax) as per the
restated financial information as divided by the number of equities shares outstanding as at the end of year/period.

5. Comparison with other listed companies/Industry peers:

Considering the nature and product manufactured by our company, turnover and size of business of our Company, the
peer companies mentioned below are not strictly comparable. However, the below mentioned listed company have been
taken into consideration as peer comparative listed companies and has been included for broad comparison only.

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Face NAV per Turnover

CMP EPS P/E RONW (₹ in Lakhs)
Name of Company Value Equity
(in ₹)** Basic Ratio (%)
(in ₹) Share
Peer Group#*
Liberty Shoes Limited 419.90 10.00 7.92 130.61 53.02 6.09% 67,548.05
Lehar Footwears Limited 243.90 10.00 6.15 63.60 39.66 9.67% 27,721.28
Sreeleathers Limited 245.30 10.00 9.75 199.57 25.16 4.88% 21,992.71
Issuer Company
Marc Loire Fashions Limited^ 100.00 10.00 9.41 21.51 10.63 43.75% 4,225.74
#Considering the nature and size of business of the Company, the peers may not be exactly comparable. Hence a strict
comparison is not possible. However, the above companies have been included for broader comparison.
^ Based on full completed financial year ended on March 31, 2025 on Restated basis
*Source for Peer Companies: Financial Result as published (figures as on March 31, 2025)
** CMP as on 13/06/2025 for Peer Group and IPO price for Issuer Company

6. Key Operational and Financial Performance Indicators:

The KPIs disclosed below have been used historically by our Company to understand and analyze the business
performance, which in result, help us in analyzing the growth of various verticals in comparison to our peers.

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated June 13, 2025 and the
members of the Audit Committee have verified the details of all KPIs pertaining to our Company. Further, the members
of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been disclosed to
any investors at any point of time during the three years period prior to the date of filing of this Prospectus. Further, the
KPIs herein have been certified by M/s. S P M G & Company, Chartered Accountants, by their certificate dated June
13, 2025.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least
once in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the
date of listing of the Equity Shares on the Stock Exchange or till the complete utilization of the proceeds of the Fresh
Issue as per the disclosure made in the Objects of the Offer Section, whichever is later or for such other duration as may
be required under the SEBI ICDR Regulations. Further, the ongoing KPIs will continue to be certified by a member of
an expert body as required under the SEBI ICDR Regulations.

a. Financial KPIs of our Company:

₹ in lakhs except percentage and ratios

Particulars 31-03-2025 31-03-2024 31-03-2023
Total Income 4,246.42 4,040.07 3,743.72
Growth (%) 5.11% 7.92% 43.86%
Revenue from Operation 4,225.74 4,020.30 3,741.62
EBITDA (Operating Profit) 629.93 533.52 87.33
EBITDA Margin (%) 14.91% 13.27% 2.33%
PAT 470.54 407.69 65.63
Growth (%) 15.41% 521.18% 218.75%
PAT Margin (%) 11.08% 10.09% 1.75%
EPS (Basic & Diluted) - (As per end of Restated period) 9.41 40.77 6.56
EPS (Basic & Diluted) - (Post Bonus with retrospective effect) 9.41 8.15 1.31
Total Borrowings 2.53 147.74 0.00
Total Net Worth (TNW) 1075.51 604.98 197.28
ROCE (%) 60.56% 91.45% 44.75%
RONW (%) 43.75% 67.39% 33.27%
Debt Equity Ratio (Total Borrowing/TNW) 0.00 0.24 -
As certified by M/s. S P M G & Company, Chartered Accountants the statutory auditors of our Company pursuant to
their certificate dated May 22, 2025.

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The above KPIs of our Company have also been disclosed, along with other key financial and operating metrics, in “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on page 113 and 217 respectively of Prospectus. All such KPIs have been defined consistently and precisely
in “Definitions and Abbreviations” on page 2 of Prospectus.

Subject to applicable laws, the Company confirms that it shall continue to disclose all the key performance indicators
included in this “Basis for Offer Price” section, on a periodic basis, at least once in a year (or for any lesser period as
determined by the Board of our Company), for a duration that is at least the later of (i) one year after the date of listing
of the Equity Shares on the Stock Exchange; or (ii) till the utilization of the Net Proceeds as disclosed under “Objects
of the Issue” on page 69 of Prospectus.

b. Comparison of KPIs with listed Industry Peers:

Considering the nature and product manufactured by our company, turnover and size of business of our Company, the
peer companies mentioned below are not strictly comparable. However, the below mentioned listed company have been
taken into consideration as peer comparative listed companies and has been included for broad comparison only.

₹ in lakhs except percentage and ratios

Liberty Shoes Limited
Particulars
31-03-2025 31-03-2024 31-03-2023
Total Income 67,577.73 63,724.83 65,450.12
Growth (%) 6.05 (2.64) 34.09
Revenue from Operation 67,548.05 63,685.92 65,432.70
EBITDA (Operating Profit) 6,921.23 6,040.19 5,547.99
EBITDA Margin (%) 10.25% 9.48% 8.48%
PAT 1,356.12 1,115.75 1,291.11
Growth (%) 21.54% -13.58% 475.64%
PAT Margin (%) 2.01% 1.75% 1.97%
EPS (Basic & Diluted) 7.92 6.40 7.88
Total Borrowings 7,436.67 7,049.01 8,704.29
Total Net Worth (TNW) 22,255.61 20,906.79 19,816.93
RONW (%) -- 5.34% 6.52%
Debt Equity Ratio (Total Borrowing/TNW) 6.09% 0.34 0.44

₹ in lakhs except percentage and ratios

Lehar Footwears Limited
Particulars
31-03-2025 31-03-2024 31-03-2023
Total Income 27,748.00 19,508.81 20,330.87
Growth (%) 42.23 (4.04) 46.45
Revenue from Operation 27,721.28 19,426.04 20,254.87
EBITDA (Operating Profit) 2,613.10 1,872.72 1,463.65
EBITDA Margin (%) 9.43% 9.64% 7.23%
PAT 1,086.90 655.81 512.99
Growth (%) 65.73% 27.84% 104.75%
PAT Margin (%) 3.92% 3.36% 2.52%
EPS (Basic & Diluted) 6.15 4.02 3.72
Total Borrowings 6,385.53 6,679.97 6,448.44
Total Net Worth (TNW) 11,244.60 10,229.98 8,886.23
RONW (%) 9.67% 6.41% 5.77%
Debt Equity Ratio (Total Borrowing/TNW) -- 0.65 0.73

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₹ in lakhs except percentage and ratios

Sreeleathers Limited
Particulars
31-03-2025 31-03-2024 31-03-2023
Total Income 22,144.64 21,824.30 20,023.53
Growth (%) 1.47 8.99 63.53
Revenue from Operation 21,992.71 21,767.53 19,964.30
EBITDA (Operating Profit) 3,159.64 3,756.48 3,586.83
EBITDA Margin (%) 14.37% 17.26% 17.97%
PAT 2,257.13 2,684.50 2,561.61
Growth (%) -15.92% 4.80% 54.94%
PAT Margin (%) 10.19% 12.30% 12.79%
EPS (Basic & Diluted) 9.75 11.59 11.06
Total Borrowings - - -
Total Net Worth (TNW) 46,209.91 41,751.10 37,184.26
RONW (%) -- 6.43% 6.89%
Debt Equity Ratio (Total Borrowing/TNW) 4.88% - -

Source: All the financial information for listed industry peer mentioned above is sourced from the regulatory filings
made by aforesaid companies to stock exchanges for the respective year/ period to compute the corresponding financial
ratios.

Explanation for the Key Performance Indicators

1. Total Income means Revenue from Operations and Other Incomes as appeared in the Restated Financial
Statements;
2. Total Income Growth (%) is calculated as a percentage of Total Income of the relevant period minus Total Income
of the preceding period, divided by Total Income of the preceding period.
3. Revenue from operations means Revenue from Operations as appearing in the Restated Financial Statements;
4. EBITDA means Earnings before interest, taxes, depreciation and amortisation expense, which has been arrived at
by obtaining the profit before tax/ (loss) for the year / period and adding back finance costs, depreciation and
amortisation and impairment expense and reducing other income;
5. EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations;
6. PAT represents total profit after tax for the year / period;
7. PAT Growth (%) is calculated as a percentage of PAT of the relevant period minus PAT of the preceding period,
divided by PAT of the preceding period.
8. PAT Margin is calculated as PAT divided by total income;
9. Basic and Diluted EPS = PAT divided by weighted average no. of equity shares outstanding during the year /
period, as adjusted for changes in capital due to sub-division of equity shares; For Diluted EPS, the weighted no.
of shares shall include the impact of potential convertible securities;
10. Total Borrowings are calculated as total of current and non-current borrowings;
11. “Net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits and
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, but does not
include reserves created out of revaluation of assets, capital reserve, write-back of depreciation and amalgamation
as per SEBI ICDR Regulations;
12. “RONW” is calculated Profit after Tax for the period / Net Worth
13. Debt Equity Ratio: This is defined as total debt divided by total equity. Total debt is the sum of total current &
noncurrent borrowings; total equity means sum of equity share capital and other equity;

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Explanation for Key Performance Indicators metrics

Set out below are explanations for how the KPIs listed above have been used by the management historically to analyse,
track or monitor the operational and/or financial performance of our Company:

KPI Explanation
Total Income Total income is used by the management to track revenue from operations and other
income.
Total Income Growth (%) Total Income growth provides information regarding the growth of the Total Income
for the respective period
Revenue from Operations is used by our management to track the revenue profile of
Revenue from Operations the business and in turn helps assess the overall financial performance of our Company
and size of our business
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin is an indicator of the operational profitability and financial
EBITDA Margin (%)
performance of our business
Profit After Tax (PAT) for the year / period provides information regarding the overall
PAT
profitability of the business
Profit after tax growth provides information regarding the growth of the operational
PAT Growth (%)
performance for the respective period
PAT Margin is an indicator of the overall profitability and financial performance of
PAT Margin (%)
our business
EPS provide information on per share profitability of our Company which helps us in
EPS (Basic & Diluted) (%)
taking key corporate finance decisions
Total Borrowings Total Borrowings is used by us to track our leverage position on time to time
Net Worth Net worth is used to track the book value and overall value of shareholders’ equity
RONW provides how efficiently our Company generates earnings for the equity
RONW
shareholders of the Company.
Debt to Equity Ratio is used to measure the financial leverage of our Company and
Debt Equity Ratio
provides comparison benchmark against peers

7. Weighted Average Cost of Acquisition:

(a) The price per share of our Company based on the primary/ new issue of shares (equity / convertible
securities)

There have been no issuance of Equity Shares or convertible securities, excluding shares issued under ESOP/ESOS and
issuance of bonus shares, during the 18 months preceding the date of this Prospectus, where such issuance is equal to or
more than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-issue capital before
such transaction(s)), in a single transaction or multiple transactions combined together over a span of 30 days.

(b) The price per share of our Company based on the secondary sale / acquisition of shares (equity / convertible
securities)

There have been no secondary sale/ acquisitions of Equity Shares, where the Promoters, members of the promoter group
or shareholder(s) having the right to nominate director(s) in the board of directors of the Company are a party to the
transaction (excluding gifts of shares), during the 18 months preceding the date of this certificate, where either
acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of the Company (calculated
based on the pre-issue capital before such transaction/s and excluding employee stock options granted but not vested),
in a single transaction or multiple transactions combined together over a span of rolling 30 days.

(c) The price per share of our Company based on the secondary sale / acquisition of shares (equity / convertible
securities)

Since there are no such transactions to report to under (a) and (b) therefore, information based on last 5 primary or
secondary transactions (secondary transactions where Promoters / Promoter Group members or shareholder(s) having
the right to nominate director(s) in the Board of our Company, are a party to the transaction), not older than 3 years prior
to irrespective of the size of transactions, is as below:

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Primary Transaction:

Date of No. of Face Value Issue Price Nature/Reason Nature of Total

Allotment Equity (in ₹) (in ₹) of Allotment Consideration Consideration
Shares (in ₹)
06-09-2024 40,00,000* 10.00 -- Bonus Issue Other than Cash -
Total 40,00,000 -
Weighted Average Cost of Acquisition (WACA) per Equity Share -
* Company has issued Bonus Share in the ratio of (4:1) i.e., Four Equity Shares for every One fully paid-up equity share
held by existing shareholders of Face Value Rs. 10/- each.

Secondary Transaction:

Date of No. of Face Value Issue Price Nature of Nature of Percentage of

Allotment/ Equity (in ₹) /Acquisition acquisition Consideration Pre-Issue
Transfer Shares Price / (Allotment/ Equity Share
Transfer Acquired/ Capital (%)
price per transfer)
Equity
Share (in ₹)
Nil

(d) Weighted Average Cost of Acquisition and Offer Price

Type of Transactions Weighted average cost of Offer Price

acquisition (i.e. ₹ 100/-)
(₹ per Equity Shares)
Weighted average cost of acquisition of primary / new -- --
issue as per paragraph 7(a) above.
Weighted average cost of acquisition for secondary sale -- --
/ acquisition as per paragraph 7(b) above.
Weighted average cost of acquisition of primary -- --
issuances /secondary transactions as per paragraph 8(c)
above

8. The face value of Equity Shares of our Company is ₹ 10/- per Equity Share and the Issue Price of ₹ 100/- per Equity
Share is 10.0 times of the face value.

9. The Issue Price of ₹ 100/- is determined by our Company in consultation with the Lead Manager and is justified based
on the above accounting ratios. For further details, please refer to the section titled “Risk Factors”, and chapters titled
“Our Business” and “Financial Statements as Restated” beginning on page no. 22, 113 and 175, respectively of this
Prospectus.

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STATEMENT OF POSSIBLE TAX BENEFITS

To,
The Board of Directors
Marc Loire Fashions Limited,
(hereinafter referred to as the “Issuer Company”)
Plot No 426/1 First Floor Rani Khera Road
Mundka, New Delhi- 110041

Dear Sirs,

Ref: Proposed Initial Public Offering (“IPO”) of Equity Shares by Marc Loire Fashions Limited (“The Issuer”)

Sub: Statement of possible Special tax benefit (‘the Statement’) available to Marc Loire Fashions Limited and its
shareholders prepared in accordance with the requirements under Schedule VI-Clause 9L of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (the
‘Regulations’)

We hereby confirm that the enclosed annexure, prepared by Marc Loire Fashions Limited (“the Company”) states the
possible special tax benefits available to the Company and the shareholders of the Company under the Income – tax Act,
1961 (‘Act’) as amended time to time, the Gift Tax Act, 1958, presently in force in India. 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 or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions,
which based on the business imperatives, the company may or may not choose to fulfil.

The benefits discussed in the enclosed Annexure cover only special tax benefits available to the Company and its
Shareholders and do not cover any general tax benefits. Further, these benefits are neither exhaustive nor conclusive and the
preparation of the contents stated is the responsibility of the Company’s management. We are informed that this statement
is only intended to provide general information to the investors and hence is neither designed nor intended to be a substitute
for professional tax advice. In view of the individual nature of the tax consequences, 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 issue. We are neither suggesting nor are we advising the investor to invest money or not to invest money based on this
statement.

Our views are based on the existing provisions of the Act and its interpretations, which are subject to change or modification
by subsequent legislative, regulatory, administrative or judicial decisions. Any such change, which could also be retroactive,
could have an effect on the validity of our views stated herein. We assume no obligation to update this statement on any
events subsequent to its issue, which may have a material effect on the discussions herein.

We do not express any opinion or provide any assurance as to whether:

• the Company or its Shareholders will continue to obtain these benefits in future; or
• the conditions prescribed for availing the benefits, where applicable have been/would be met.

The contents of this annexure are based on information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company and the
provisions of the tax laws.

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 change from time to time. We
would not assume responsibility to update the view, consequence to such change.

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We shall not be liable to Company for any claims, liabilities or expenses relating to this assignment except to the extent of
fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith of intentional
misconduct.

The enclosed Annexure is intended solely for your information and for inclusion in the Draft Prospectus/Prospectus or any
other issue related material in connection with the proposed issue of equity shares and is not to be used, referred to or
distributed for any other purpose without our prior written consent.

Signed in terms of our separate report of even date.

Thanking You,
For SPMG & Company
Chartered Accountants
FRN: 509249C

Sd/-

Shilpi Jain
Designation: Partner
Membership Number:531054
Place: Delhi
Date: 22/05/2025
UDIN: 25531054BMZWFL4267

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Annexure to the statement of possible Tax Benefits

Outlined below are the possible Special tax benefits available to the Company and its shareholders under the Income Tax
Act, 1961 presently forced in India. It is not exhaustive or comprehensive and is not intended to be a substitute for
professional advice. Investors are advised to consult their own tax consultant with respect to the tax implications of an
investment in the Equity Shares particularly in view of the fact that certain recently enacted legislation may not have a direct
legal precedent or may have different interpretation on the benefits, which an investor can avail.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS AND
CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR
SITUATION.

1. Special Tax Benefits available to the Company under the Act:

The Company is not entitled to any Special tax benefits under the Act.

2. Special Tax Benefits available to the shareholders of the Company

The Shareholders of the company are not entitled to any Special tax benefits under the Act.

INDIRECT TAXATION

Outlined below are the special tax benefits available to the Company and its shareholders under the Central Goods and
Services Tax Act, 2017/ Integrated Goods and Services Tax Act, 2017 read with Rules, Circulars, and Notifications (“GST
law”), the Customs Act, 1962, Customs Tariff Act, 1975 ("Customs law") and Foreign Trade Policy 2015-2020 (“FTP")
(collectively referred as "Indirect Tax").

1. SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY:

There are no special tax benefits available to the Company under GST law.

2. SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS OF THE COMPANY

The Shareholders of the Company are not entitled to any special tax benefits under the Indirect Tax.

Notes:
1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where
the shares are held by joint holders.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS
AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR
PARTICULAR SITUATION.

No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our 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. We shall not be liable to any claims, liabilities or expenses
relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have
resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of this
statement.

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Thanking You,
For SPMG & Company
Chartered Accountants
FRN: 509249C

Sd/-

Shilpi Jain
Designation: Partner
Membership Number:531054
Place: Delhi
Date: 22/05/2025
UDIN: 25531054BMZWFL4267

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SECTION VIII: ABOUT THE COMPANY AND THE INDUSTRY

INDUSTRY OVERVIEW

The information in this section has been extracted from various websites and publicly available documents from various
industry sources. The data may have been re-classified by us for the purpose of presentation. Neither we nor any other person
connected with the offer has independently verified the information provided in this section. Industry sources and
publications, referred to in this section, generally state that the information contained therein has been obtained from sources
generally believed to be reliable but their accuracy, completeness and underlying assumptions are not guaranteed and their
reliability cannot be assured, and, accordingly, investment decisions should not be based on such information.

Investors should note that this is only a summary of the industry in which we operate and does not contain all information
that should be considered before investing in the Equity Shares. Before deciding to invest in the Equity Shares, prospective
investors should read this Prospectus, including the information in “Our Business” and “Summary of Financial
Information” beginning on pages 113 and 47 respectively of this Prospectus. An investment in the Equity Shares involves a
high degree of risk. For a discussion of certain risks in connection with an investment in the Equity Shares, see “Risk
Factors” beginning on page 22 of this Prospectus

SECTION I: OVERVIEW OF THE INDIAN ECONOMY

INDIA GDP AND GDP GROWTH

Currently, India ranks fifth place in the world in terms of nominal gross domestic product (“GDP"), 2024 and is the third
largest economy in the world in terms of purchasing power parity (“PPP”), 2024. India is estimated to be among the top three
global economies in terms of nominal GDP by FY 2050. India is the fastest growing G20 economy since FY 2015.

Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest economy
after it recovered from the COVID-19 pandemic shock. India's gross domestic product (GDP) at current prices in the second
quarter (Q2) of 2023-24 is estimated to be Rs. 71.66 trillion (US$ 861.2 billion), as against Rs. 65.67 trillion (US$ 789.2
billion) in Q2 of 2022-23, showing a growth rate of 9.1%.

Strong domestic demand for consumption and investment, along with Government’s continued emphasis on capital
expenditure are seen as among the key driver of the GDP in the first half of FY24. In 2023-24 (April-December), India’s
service exports stood at US$ 247.92 billion. Furthermore, India’s overall exports (services and merchandise) in 2023-24
(April-December) were estimated at US$ 565.04 billion. Rising employment and substantially increasing private
consumption, supported by rising consumer sentiment, will support GDP growth in the coming months.

Future capital spending of the government in the economy is expected to be supported by factors such as tax buoyancy, the
streamlined tax system with low rates, a thorough assessment and rationalisation of the tariff structure, and the digitization
of tax filing. In the medium run, increased capital spending on infrastructure and asset-building projects is set to increase
growth multipliers. The contact-based services sector has largely demonstrated promise to boost growth by unleashing the
pent-up demand. The sector's success is being captured by a number of HFIs (High-Frequency Indicators) that are performing
well, indicating the beginnings of a comeback.

India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic
powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

India's appeal as a destination for investments has grown stronger and more sustainable as a result of the current period of
global unpredictability and volatility, and the record amounts of money raised by India-focused funds in 2022 are evidence
of investor faith in the "Invest in India" narrative.

Market size

Real GDP or GDP at Constant (2011-12) Prices in the year 2023-24 is estimated at Rs. 173.82 lakh crores (US$ 2.08 trillion),
against the First Revised Estimates (FRE) of GDP for the year 2022-23 of Rs. 160.71 lakh crores (US$ 1.92 trillion). The
growth in real GDP during 2023-24 is estimated at 8.2% as compared to 7.0% in 2022-23. There are 113 unicorn startups in
India, with a combined valuation of over US$ 350 billion. As many as 14 tech startups are expected to list in 2024 Fintech
sector poised to generate the largest number of future unicorns in India. With India presently has the third-largest unicorn
base in the world. The government is also focusing on renewable sources by achieving 40% of its energy from non-fossil
sources by 2030. India is committed to achieving the country's ambition of Net Zero Emissions by 2070 through a five-
pronged strategy, ‘Panchamrit’. Moreover, India ranked 3rd in the renewable energy country attractive index.

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According to the McKinsey Global Institute, India needs to

boost its rate of employment growth and create 90 million
non-farm jobs between 2023 to 2030 in order to increase
productivity and economic growth. The net employment
rate needs to grow by 1.5% per annum from 2023 to 2030
to achieve 8-8.5% GDP growth between same time periods.
India’s current account deficit (CAD) narrowed to 0.7% of
GDP in FY24. The CAD stood at US$ 23.2 billion for the
2023-24 compared to US$ 67.0 billion or 2.0% of GDP in
the preceding year. This was largely due to decrease in
merchandise trade deficit. Exports fared remarkably well
during the pandemic and aided recovery when all other
growth engines were losing steam in terms of their
contribution to GDP. Going forward, the contribution of
merchandise exports may waver as several of India’s trade
partners witness an economic slowdown. According to
Minister of Commerce and Industry, Consumer Affairs,
Food and Public Distribution and Textiles Mr. Piyush
Goyal, Indian exports are expected to reach US$ 1 trillion
by 2030.

RECENT DEVELOPMENTS

India is primarily a domestic demand-driven economy, with consumption and investments contributing to 70% of the
economic activity. With an improvement in the economic scenario and the Indian economy recovering from the Covid-19
pandemic shock, several investments and developments have been made across various sectors of the economy. According
to World Bank, India must continue to prioritise lowering inequality while also putting growth-oriented policies into place
to boost the economy. In view of this, there have been some developments that have taken place in the recent past. Some of
them are mentioned below.

• According to HSBC Flash India PMI report, business activity surged in April to its highest level in about 14 years
as well as sustained robust demand. The composite index reached 62.2, indicating continuous expansion since
August 2021, alongside positive job growth and decreased input inflation, affirming India's status as the fastest
growing major economy.
• As of July 5, 2024, India’s foreign exchange reserves stood at US$ 657.15 billion.
• In May 2024, India saw a total of US$ 6.9 billion in PE-VC investments.
• Merchandise exports in June 2024 stood at US$ 35.20 billion, with total merchandise exports of US$ 109.96 billion
during the period of April 2024 to June 2024.
• India was also named as the 48th most innovative country among the top 50 countries, securing 40th position out
of 132 economies in the Global Innovation Index 2023. India rose from 81st position in 2015 to 40th position in
2023. India ranks 3rd position in the global number of scientific publications.
• In June 2024, the gross Goods and Services Tax (GST) stood at highest monthly revenue collection at Rs. 1.74 lakh
crore (US$ 20.83 billion) vs Rs. 1.73 lakh crore (US$ 20.71 billion).
• Between April 2000–March 2024, cumulative FDI equity inflows to India stood at US$ 97 billion.
• In May 2024, the overall IIP (Index of Industrial Production) stood at 154.2. The Indices of Industrial Production
for the mining, manufacturing and electricity sectors stood at 136.5, 149.7 and 229.3, respectively, in May 2024.
• According to data released by the Ministry of Statistics & Programme Implementation (MoSPI), India’s Consumer
Price Index (CPI) based retail inflation reached 5.08% (Provisional) for June 2024.
• Foreign Institutional Investors (FII) inflows between April-July (2023-24) were close to Rs. 80,500 crore (US$ 9.67
billion), while Domestic Institutional Investors (DII) sold Rs. 4,500 crore (US$ 540.56 million) in the same period.
As per depository data, Foreign Portfolio Investors (FPIs) invested (US$ 13.89 billion) in India during January- (up
to 15th July) 2024.
• The wheat procurement during Rabi Marketing Season (RMS) 2024-25 (till May) was estimated to be 266 lakh
metric tonnes (LMT) and the rice procured in Kharif Marketing Season (KMS) 2024-25 was 400 LMT.

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GOVERNMENT INITIATIVES:

Over the years, the Indian government has introduced many initiatives to strengthen the nation's economy. The Indian
government has been effective in developing policies and programmes that are not only beneficial for citizens to improve
their financial stability but also for the overall growth of the economy. Over recent decades, India's rapid economic growth
has led to a substantial increase in its demand for exports. Besides this, a number of the government's flagship programmes,
including Make in India, Start-up India, Digital India, the Smart City Mission, and the Atal Mission for Rejuvenation and
Urban Transformation, is aimed at creating immense opportunities in India. In this regard, some of the initiatives taken by
the government to improve the economic condition of the country are mentioned below:

• In February 2024, the Finance Ministry announced the total expenditure in Interim 2024-25 estimated at Rs.
47,65,768 crore (US$ 571.64 billion) of which total capital expenditure is Rs. 11,11,111 crore (US$ 133.27 billion).
• On January 22, 2024, Prime Minister Mr. Narendra Modi announced the 'Pradhan Mantri Suryodaya Yojana'. Under
this scheme, 1 crore households will receive rooftop solar installations.
• On September 17, 2023, Prime Minister Mr. Narendra Modi launched the Central Sector Scheme PM-
VISHWAKARMA in New Delhi. The new scheme aims to provide recognition and comprehensive support to
traditional artisans & craftsmen who work with their hands and basic tools. This initiative is designed to enhance
the quality, scale, and reach of their products, as well as to integrate them with MSME value chains.
• On August 6, 2023, Amrit Bharat Station Scheme was launched to transform and revitalize 1309 railway stations
across the nation. This scheme envisages development of stations on a continuous basis with a long-term vision.
• On June 28, 2023, the Ministry of Environment, Forests, and Climate Change introduced the ‘Draft Carbon Credit
Trading Scheme, 2023’.
• From April 1, 2023, Foreign Trade Policy 2023 was unveiled to create an enabling ecosystem to support the
philosophy of ‘Aatmanirbhar Bharat’ and ‘Local goes Global’.
• To enhance India’s manufacturing capabilities by increasing investment and production in the sector, the
government of India has introduced the Production Linked Incentive Scheme (PLI) for Pharmaceuticals.
• Prime Minister’s Development Initiative for North-East Region (PM-DevINE) was announced in the Union Budget
2022-23 with a financial outlay of Rs. 1,500 crore (US$ 182.35 million).
• Prime Minister Mr Narendra Modi has inaugurated a new food security scheme for providing free food grains to
Antyodaya Ann Yojna (AAY) & Primary Household (PHH) beneficiaries, called Pradhan Mantri Garib Kalyan Ann
Yojana (PMGKAY) from January 1, 2023.
• The Amrit Bharat Station scheme for Indian Railways envisages the development of stations on a continuous basis
with a long-term vision, formulated on December 29, 2022, by the Ministry of Railways.
• On October 7, 2022, the Department for Promotion of Industry, and Internal Trade (DPIIT) launched Credit
Guarantee Scheme for Start-ups (CGSS) aiming to provide credit guarantees up to a specified limit by start-ups,
facilitated by Scheduled Commercial Banks, Non-Banking Financial Companies and Securities and Exchange
Board of India (SEBI) registered Alternative Investment Funds (AIFs).
• Telecom Technology Development Fund (TTDF) Scheme was launched in October 2022 by the Universal Service
Obligation Fund (USOF), a body under the Department of Telecommunications. The objective is to fund R&D in
rural-specific communication technology applications and form synergies among academia, start-ups, research
institutes, and the industry to build and develop the telecom ecosystem.
• Home & Cooperation Minister Mr. Amit Shah laid the foundation stone and performed Bhoomi Pujan of Tanot
Mandir Complex Project under Border Tourism Development Programme in Jaisalmer in September 2022.
• In August 2022, Mr. Narendra Singh Tomar, Minister of Agriculture and Farmers Welfare inaugurated four new
facilities at the Central Arid Zone Research Institute (CAZRI), which has been rendering excellent services for more
than 60 years under the Indian Council of Agricultural Research (ICAR).
• In August 2022, a Special Food Processing Fund of Rs. 2,000 crore (US$ 242.72 million) was set up with National
Bank for Agriculture and Rural Development (NABARD) to provide affordable credit for investments in setting up
Mega Food Parks (MFP) as well as processing units in the MFPs.
• In July 2022, Deendayal Port Authority (DPA) announced plans to develop two Mega Cargo Handling Terminals
on a Build-Operate-Transfer (BOT) basis under Public-Private Partnership (PPP) Mode at an estimated cost of Rs.
5,963 crore (US$ 747.64 million).
• In July 2022, the Union Cabinet chaired by Prime Minister Mr. Narendra Modi, approved the signing of the
Memorandum of Understanding (MoU) between India & Maldives. This MoU will provide a platform to tap the
benefits of information technology for court digitization and can be a potential growth area for IT companies and
start-ups in both countries.
• India and Namibia entered a Memorandum of Understanding (MoU) on wildlife conservation and sustainable
biodiversity utilization on July 20, 2022, for establishing the cheetah into the historical range in India.

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• In July 2022, the Reserve Bank of India (RBI) approved international trade settlements in Indian rupees (Rs.) to
promote the growth of global trade with emphasis on exports from India and to support the increasing interest of
the global trading community.
• The Agnipath Scheme aims to develop a young and skilled armed force backed by an advanced warfare technology
scheme by providing youth with an opportunity to serve Indian Army for a 4-year period. It is introduced by the
Government of India on June 14, 2022.
• In June 2022, Prime Minister Mr. Narendra Modi inaugurated and laid the foundation stone of development projects
worth Rs. 21,000 crore (US$ 2.63 billion) at Gujarat Gaurav Abhiyan at Vadodara.
• Rajnath Singh, Minister of Defence, launched 75 newly developed Artificial Intelligence (AI) products/technologies
during the first-ever ‘AI in Defence’ (AIDef) symposium and exhibition organized by the Ministry of Defence in
New Delhi on July 11, 2022.
• In June 2022, Prime Minister Mr. Narendra Modi laid the foundation stone of 1,406 projects worth more than Rs.
80,000 crore (US$ 10.01 billion) at the ground-breaking ceremony of the UP Investors Summit in Lucknow. The
Projects encompass diverse sectors like Agriculture and Allied industries, IT and Electronics, MSME,
Manufacturing, Renewable Energy, Pharma, Tourism, Defence & Aerospace, and Handloom & Textiles.
• The Indian Institute of Spices Research (IISR) under the Indian Council for Agricultural Research (ICAR) inked a
Memorandum of Understanding (MoU) with Lysterra LLC, a Russia-based company for the commercialization of
bio capsule, an encapsulation technology for bio-fertilization on June 30, 2022.
• As of April 2022, India signed 13 Free Trade Agreements (FTAs) with its trading partners including major trade
agreements like the India-UAE Comprehensive Partnership Agreement (CEPA) and the India-Australia Economic
Cooperation and Trade Agreement (IndAus ECTA).
• 'Mission Shakti' was applicable with effect from April 1, 2022, aimed at strengthening interventions for women’s
safety, security, and empowerment.
• The Union Budget of 2022-23 was presented on February 1, 2022, by the Minister for Finance & Corporate Affairs,
Ms. Nirmala Sitharaman. The budget had four priorities PM GatiShakti, Inclusive Development, Productivity
Enhancement and Investment, and Financing of Investments. In the Union Budget 2022-23, effective capital
expenditure is expected to increase by 27% at Rs. 10.68 trillion (US$ 142.93 billion) to boost the economy. This
will be 4.1% of the total Gross Domestic Production (GDP).
• Strengthening of Pharmaceutical Industry (SPI) was launched in March 2022 by the Ministry of Chemicals &
Fertilisers to provide credit linked capital and interest subsidy for Technology Upgradation of MSME units in
pharmaceutical sector, as well as support of up to Rs. 20 crore (US$ 2.4 million) each for common facilities
including Research centre, testing labs and ETPs (Effluent Treatment Plant) in Pharma Clusters, to enhance the role
of MSMEs.
• Under PM GatiShakti Master Plan, the National Highway Network will develop 25,000 km of new highways
network, which will be worth Rs. 20,000 crore (US$ 2.67 billion). In 2022-23. Increased government expenditure
is expected to attract private investments, with a production-linked incentive scheme providing excellent
opportunities. Consistently proactive, graded, and measured policy support is anticipated to boost the Indian
economy.
• In February 2022, The Ministry of Social Justice & Empowerment launched the Scheme for Economic
Empowerment of Denotified/Nomadic/SemiNomadic tribal communities (DNTs) (SEED) to provide basic facilities
like good quality coaching, and health insurance. livelihoods initiative at a community level and financial assistance
for the construction of houses.
• In February 2022, Minister for Finance and Corporate Affairs Ms. Nirmala Sitharaman said that productivity linked
incentive (PLI) schemes would be extended to 14 sectors to achieve the mission of Aatmanirbhar Bharat and create
60 lakh jobs with an additional production capacity of Rs. 30 trillion (US$ 401.49 billion) in the next five years.
• In the Union Budget of 2022-23, the government announced funding for the production-linked incentive (PLI)
scheme for domestic solar cells and module manufacturing of Rs. 24,000 crore (US$ 3.21 billion).
• In the Union Budget of 2022-23, the government announced a production-linked incentive (PLI) scheme for Bulk
Drugs which was an investment of Rs. 2,500 crore (US$ 334.60 million).
• In the Union Budget of 2022, Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman announced that a
scheme for design-led manufacturing in 5G would be launched as part of the PLI scheme.
• In September 2021, Union Cabinet approved major reforms in the telecom sector, which are expected to boost
employment, growth, competition, and consumer interests. Key reforms include rationalization of adjusted gross
revenue, rationalization of bank guarantees (BGs), and encouragement of spectrum sharing.
• In the Union Budget of 2022-23, the government has allocated Rs. 44,720 crore (US$ 5.98 billion) to Bharat Sanchar
Nigam Limited (BSNL) for capital investments in the 4G spectrum.
• Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman allocated Rs. 650 crore (US$ 86.69 million) for
the Deep Ocean mission that seeks to explore vast marine living and non-living resources. Department of Space
(DoS) has got Rs. 13,700 crore (US$ 1.83 billion) in 2022-23 for several key space missions like Gaganyaan,
Chandrayaan-3, and Aditya L-1 (sun).

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• In May 2021, the government approved the production-linked incentive (PLI) scheme for manufacturing advanced
chemistry cell (ACC) batteries at an estimated outlay of Rs. 18,100 crore (US$ 2.44 billion); this move is expected
to attract domestic and foreign investments worth Rs. 45,000 crore (US$ 6.07 billion).
• Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman announced in the Union Budget of 2022-23 that
the Reserve Bank of India (RBI) would issue Digital Rupee using blockchain and other technologies.
• In the Union Budget of 2022-23, Railway got an investment of Rs. 2.38 trillion (US$ 31.88 billion) and over 400
new high-speed trains were announced. The concept of "One Station, One Product" was also introduced.
• To boost competitiveness, Budget 2022-23 has announced reforming the 16-year-old Special Economic Zone (SEZ)
act.
• In June 2021, the RBI (Reserve Bank of India) announced that the investment limit for FPI (foreign portfolio
investors) in the State Development Loans (SDLs) and government securities (G-secs) would persist unaffected at
2% and 6%, respectively, in FY22.
• In November 2020, the Government of India announced Rs. 2.65 trillion (US$ 36 billion) stimulus package to
generate job opportunities and provide liquidity support to various sectors such as tourism, aviation, construction,
and housing. Also, India's cabinet approved the production-linked incentives (PLI) scheme to provide ~Rs. 2 trillion
(US$ 27 billion) over five years to create jobs and boost production in the country.
• Numerous foreign companies are setting up their facilities in India on account of various Government initiatives
like Make in India and Digital India. Prime Minister of India Mr. Narendra Modi launched the Make in India
initiative with an aim to boost the country's manufacturing sector and increase the purchasing power of the average
Indian consumer, which would further drive demand and spur development, thus benefiting investors. The
Government of India, under its Make in India initiative, is trying to boost the contribution made by the
manufacturing sector with an aim to take it to 25% of the GDP from the current 17%. Besides, the government has
also come up with the Digital India initiative, which focuses on three core components: the creation of digital
infrastructure, delivering services digitally, and increasing digital literacy.
• On January 29, 2022, the National Asset Reconstruction Company Ltd (NARCL) will acquire bad loans worth up
to Rs. 50,000 crore (US$ 6.69 billion) about 15 accounts by March 31, 2022. India Debt Resolution Co. Ltd
(IDRCL) will control the resolution process. This will clean up India’s financial system, help fuel liquidity, and
boost the Indian economy.
• National Bank for Financing Infrastructure and Development (NaBFID) is a bank that will provide non-recourse
infrastructure financing and is expected to support projects from the first quarter of FY23; it is expected to raise Rs.
4 trillion (US$ 53.58 billion) in the next three years.
• By November 1, 2021, India, and the United Kingdom hope to begin negotiations on a free trade agreement. The
proposed FTA between these two countries is likely to unlock business opportunities and generate jobs. Both sides
have renewed their commitment to boost trade in a manner that benefits all.
• In August 2021, Prime Minister Mr. Narendra Modi announced an initiative to start a national mission to reach the
US$ 400 billion merchandise export target by FY22.
• In August 2021, Prime Minister Mr. Narendra Modi launched a digital payment solution, e-RUPI, a contactless and
cashless instrument for digital payments.
• In April 2021, Dr. Ahmed Abdul Rahman AlBanna, Ambassador of the UAE to India and Founding Patron of
IFIICC, stated that trilateral trade between India, the UAE and Israel is expected to reach US$ 110 billion by 2030.
• India is expected to attract investment of around US$ 100 billion in developing the oil and gas infrastructure during
2019-23.
• The Government of India is expected to increase public health spending to 2.5% of the GDP by 2025.

ROAD AHEAD:

In the second quarter of FY24, the growth momentum of the first quarter was sustained, and high-frequency indicators (HFIs)
performed well in July and August of 2023. India's comparatively strong position in the external sector reflects the country's
positive outlook for economic growth and rising employment rates. India ranked 5th in foreign direct investment inflows
among the developed and developing nations listed for the first quarter of 2022.

India's economic story during the first half of the current financial year highlighted the unwavering support the government
gave to its capital expenditure, which, in 2023-24, stood 37.4% higher than the same period last year. In the budget of 2023-
24, capital expenditure took lead by steeply increasing the capital expenditure outlay by 37.4 % in BE 2023-24 to Rs.10 lakh
crore (US$ 120.12 billion) over Rs. 7.28 lakh crore (US$ 87.45 billion) in RE 2022-23. The ratio of revenue expenditure to
capital outlay increased by 1.2% in the current year, signalling a clear change in favour of higher-quality spending. Stronger
revenue generation because of improved tax compliance, increased profitability of the company, and increasing economic
activity also contributed to rising capital spending levels. In February 2024, the Finance Ministry announced the total
expenditure in Interim 2024-25 estimated at Rs. 47,65,768 crore (US$ 571.64 billion) of which total capital expenditure is
Rs. 11,11,111 crore (US$ 133.27 billion).

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Since India’s resilient growth despite the global pandemic, India's exports climbed at the second-highest rate with a year-
over-year (YoY) growth of 8.39% in merchandise exports and a 29.82% growth in service exports till April 2023. With a
reduction in port congestion, supply networks are being restored. The CPI-C inflation reduction from June 2022 already
reflects the impact. In September 2023 (Provisional), CPI-C inflation was 5.02%, down from 7.01% in June 2022. With a
proactive set of administrative actions by the government, flexible monetary policy, and a softening of global commodity
prices and supply-chain bottlenecks, inflationary pressures in India look to be on the decline overall.

SECTION II: RETAIL INDUSTRY OVERVIEW

Introduction

India ranks among the best countries to invest in Retail space. Factors
that make India so attractive include the second largest population in the
world, a middle-income class of 158 households, increasing urbanization,
rising household incomes, connected rural consumers and increasing
consumer spending. Footwear constitutes almost 9% segments of the
retail market. India is one of the most promising and developing
marketplaces in the world. There is a great deal of desire among
multinational corporations to take advantage of the consumer base in
India and to enter the market first. Increasing purchasing power has led
to growing demand. Nearly 60 shopping malls encompassing a total retail
space of 23.25 million sq. ft are expected to become operational during
2023-25. India’s retail trading sector attracted US$ 4.63 billion FDIs
between April 2000-March 2024. The retail sector in India accounts for
over 10% of the country’s GDP and around 8% of the workforce (35+
million). It is expected to create 25 million new jobs by 2030.

GROWTH IN THE INDIAN RETAIL INDUSTRY

• The annual inflation rate based on all India

Consumer Price Index (CPI) number is 4.83%
(Provisional) for the month of April, 2024 (over
April, 2023). Corresponding inflation rate for
rural and urban is 5.43% and 4.11%, respectively.
• According to Retailers Association of India (RAI)
and Boston Consulting Group (BCG), Indian
retail market is expected to reach US$ 2 trillion
by 2032.
• As per Kearney Research, India’s retail industry
is projected to rise at a CAGR of 9% between
2019 and 2030, from US$ 779 billion in 2019 to
US$ 1,407 billion by 2026 and more than US$ 1.8
trillion by 2030.
• India is one of the most promising and developing
marketplaces in the world. There is a great deal of
desire among multinational corporations to take
advantage of the consumer base in India and to
enter the market first. Due to India’s wealth of
resources, availability of labour at relatively low
costs, and special investment wages such tax
breaks, etc., foreign corporations prefer to invest here.
• India is the fifth largest and preferred retail destination globally. The country is among the highest in the world in
terms of per capita retail store availability.
• India’s retail sector was experiencing exponential growth with retail development taking place not just in major
cities and metros, but also in small cities. Healthy economic growth, changing demographic profile, increasing
disposable income, urbanization, and changing consumer tastes and preferences have been some of the factors
driving growth in the organized retail market in India.

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RISING PROMINENCE OF ONLINE RETAIL

According to recent industry reports, the e-commerce industry witnessed a phenomenal 36.8% YoY growth in terms of order
volumes. As consumers prefer to shop online throughout the year, this fast-changing consumer preference towards online
shopping reveals the mature status acquired by e-commerce brands in India. The E-Commerce market is expected to touch
US$ 350 billion in GMV by 2030. With consumers rapidly adopting online shopping and renewed thrust from leading
consumer goods and retail players in the country, gross merchandise value (GMV) of India’s e-tailers touched US$ 60 billion
in FY2023. India’s digital economy is expected to touch US$ 800 billion by 2030. Online retailers deliver to 15,000-20,000
pin codes out of nearly 100,000 pin codes in the country. During the festival period in 2020, Amazon, Flipkart and various
vertical players sold goods worth US$ 9 billion despite the pandemic onslaught. Online shoppers in India are expected to
reach ~500 million in 2030 from +150 million in 2020. As of December 2022, there were 7.8 billion daily e-commerce
transactions. Online shoppers in India are expected to reach ~500 million in 2030 from +150 million in 2020.

MILESTONES ACHIEVED/FOOTWEAR TOWERING HEIGHTS:

• India is the second largest global producer of footwear after China, accounting for 13% of global footwear
production of 16 billion pairs.
• India produces 2 billion pairs of different categories of footwear constituting almost equal percentage of leather and
non-leather footwear.
• India is the third largest Footwear consuming country after China and USA with consumption of nearly 1.66 pairs
while average global consumption is 3.0 pairs.
• There are nearly 15000 units engaged in manufacturing footwear in India with total turnover estimated at Rs. 50,000
crore including Rs 32,000 Crores for Domestic market and Rs 18,000 Crores for exports.

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SECTION III: INDIAN FOOTWEAR INDUSTRY

Indian Footwear industry stepping in to “Atmanirbhar Bharat Abhiyan”

Abstract:

Covid-19 rattled several industries, and footwear industry was no exception. After two years of interruption, the global
fashion industry is finding its feet with companies adapting to new consumer preferences and digital channels are providing
a stimulus for growth. But it continues to face significant challenges in supply chain disruptions, irregular demand and
persistent pressure on bottom line.

The mission for ‘Atmanirbhar Bharat’ and ‘Vocal for Local’ has been boosted the most in the new normal after the painful
period of pandemic. This light in the darkness has showered its blessings on one of the glittering and burgeoning industries
in India, the footwear industry. The footwear industry in India, being a labour-intensive sector that employs more than 4
million people in India, is a driving force for the growth in the Indian manufacturing sector. This research paper talks about
the efforts of the footwear brands to achieve specialization in certain types of footwear and sourcing their materials from the
Indian cities, manufacturing & packaging them here, has made it easy for Indians to become more ‘Vocal for Local’.

Before the pandemic, majority of industries in the country were freely depending on economical sourcing of raw materials
from various parts of the Globe. This chain of supply from outside the country’s boundaries broke as part of the harsh effects
of COVID-19 pandemic. The cut-off of raw materials from other countries enforced Indian industries to re-establish their
domestic supply chains from various states. The mission for ‘Atmanirbhar Bharat’ and ‘Vocal for Local’ has been boosted
the most during this otherwise painful period.

Overview of footwear industry in India

Currently valued at ₹ 55,000 crore, India’s footwear market has been steadily growing at 15% per annum in revenue terms
over the past few years. Accounting for 9% of the annual global production of 22 billion pairs, India is the top footwear
manufacturer in the world after China. According to market research and advisory firm Mordor Intelligence, this market is
forecast to grow at 12.83% annually between 2021 to 2028. While that offers an attractive opportunity for investors, the post-
pandemic world seems to be strengthening the prospects of the footwear industry. A recovery in economies across the world
after prolonged lock-downs, change in lifestyles and higher awareness about health have given a fillip to footwear demand.

The footwear industry in India, being a labour-intensive sector that employs more than 4 million people in India, is a driving
force for the growth in the Indian manufacturing sector. Out of 16 billion pairs of footwear, which are produced in the world
on an annual basis, India produces 2065 million pairs of different categories. But, India exports only 115 million which is
quite low as per the criteria of the Self-reliant vision. Thus, around 90 % of the footwear are drained in the domestic
consumption itself. Despite the second position in sport's shoe manufacturing, 80 % of the footwear are low-cost products,
which are manufactured by the unorganized sector and only 20 % are leather products out of which, very little is exported.

Changing Aspects of India’s footwear market

With government and global organizations investing substantial amounts to promote sporting events, the demand for athletic
footwear has been on the rise. Another factor is the growing popularity of athleisure, with millennial parents opting for their
kids footwear that are suitable for both sports and everyday wear. Even amongst the current muted performance, a clear shift
in consumer preference is visible in footwear segment.

Based in the type of product the market is divided into athletic and non-athletic footwear. Further segment is done based on
the end user – men, women and kids. Then, the market is further categorized based on distribution channels such as online
and offline retail store.

Health concerns due to a inactive lifestyle during the lockdown and the subsequent spurt in enthusiasm for sports and fitness
activities are also fulling the demand for athletic footwear. A flourishing retail e-commerce sector globally and also the rising
disposable income levels are among the key additional factors driving sales in this segment.

With the change in customer preferences, 85 to 90 percent of the total stock keeping units of footwear makers at present are
in casual and athleisure segments. However, with educational institutions and offices reopening, other segments are also
expected to grow. On account of its wide reach, the e-commerce channels could clock a double-digit growth over the next
two years.

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Data presentation and analysis

There has been a change in customer preference from style to durability, particularly in tier-2 and tier-3 markets. Therefore,
key manufacturers have been introducing new products across price segments with a focus on women and youth.

End User Consumption Pattern

As above diagram shows, in year 2025 the share of men’s segment is expected to shrink to 56% from 57.9% while that of
women might grow to 34.1%. Since the shoe size keeps changing as children grow, the frequency of purchase is much higher
in this segment. It is dominated with un-organized players whose products are typically priced lower than that of their branded
rivals.

According to a recent report published by investment promotion and facilitation agency Invest India, Leather footwear is
being fast replaced by synthetic and rubber products. South India dominates the footwear market during the forecast period
of 22 to 27. This is due to the presence of major footwear production centers in Chennai, Ranipet and Ambur in Tamil Nadu,
and Mumbai in Maharashtra. In south India, the demand for casual footwear – both leather and non-leather, active/sport
footwear, and other types – is consistently growing.

Segment-wise Volume Share

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Indian Footwear Industry: Segment-wise Revenue

Segment 2018 2019 2020 2021 2022
Athletic wear 1.39 1.50 1.01 0.91 1.63
Leather footwear 2.59 3.08 2.74 2.91 4.33
Sneakers 2.02 2.25 1.56 1.42 2.60
Textile and other footwear 0.51 0.58 0.43 0.42 0.79
Total 6.50 7.41 5.73 5.66 9.35
(figures in $ billion)

As of Financial Year 2020, online retail channels accounted for 2.5 - 3.5 % of the total footwear sales. As per a research
report of ET Prime’s , this expected to clock a CAGR of 26 - 30 % between FY 20 and FY 25. In value terms this translates
into ₹ 25 billion in FY 20 and ₹ 80-85 billion in FY 25. Here’s a look at the major footwear makers in the country and their
financial status.

Year-on-Year Performance of India’s Major Footwear Manufacturers

Total Income (₹ Cr) Net Profit (₹ Cr)
March’20 March’21 March’20 March’21
Bata India 3158.78 1540.84 331.06 - 82.5
Superhouse 614.32 532.52 26.24 24.49
Super Tannery 198.37 184.37 3.44 4.81
Phoenix International 46.73 24.77 3.08 0.81
Mirza International 1252.93 1082.78 47.74 8.7
Bhartia International 731.94 552.45 21.26 - 6.09
Mayur Leather 12.96 9.74 - 3.59 - 1.67
Khadim India 794.99 615.17 - 30.37 - 30.73
Campus Activewear 768.3 745.05 61.43 36.82
Relaxo Footwears 2419 2381 226.25 291.56

Price- Sensitive Market

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Products priced under ₹ 1,000 account for around 80 % of footwear sales in the country. Products sold by international sports
and athleisure footwear brands such as Adidas, Fila, New Balance, Nike, Onitsuka Tiger, Puma, Reebok, Skechers, Under
Armour are mostly priced between ₹2,000 to ₹4,000. Meanwhile the price of footwear sold by Indian brands such as
Columbus, Liberty Shoes, Lancer, Metro Shoes, HRX, Khadim and Relaxo are in the range of ₹500 to ₹1,400.

The industry reports say, as of financial year 2020, the mass segment had the individual’s share at approximately 56% , down
from 62% in financial year 2015. On the other hand, the economy, mid and premium segments showed a growth of around
12%. However, the mass segment’s market share may further drop to 51% by financial year 2025 while economy, mid and
premium categories are together are expected to register a CAGR of 10-11% during financial year 2020- 2025. Depending
on the portfolio mix, the hike in GST could have a negative impact on sales. The growth in the Indian fashion and lifestyle
market has given a spur to the footwear industry as well. It has developed as a fashion and style category from a basic need-
based industry. Currently, a major part of India’s fashion market is digitally influenced. Due to the increasing demand, the
e-commerce model has penetrated the footwear industry, providing ample opportunities for the SME sectors, especially in
tier II and III cities. Furthermore, the ecommerce ecosystem per se provided many enterprises and premium footwear brands
an ease to tap into the market.

Challenges in the Footwear Industry in India

The footwear industry has been largely unorganized and scattered in different parts of the country. Uttar Pradesh and Tamil
Nadu, are the biggest footwear-related market. Though technology has marked its presence in the modernization of the
footwear industry, most of the production is still handmade. Major challenges in the Footwear Industry:

• Timely and efficient delivery of products

• No stock rotation leads to outdated stock
• Higher percentage of Customer Initiated Returns (CIR)
• Increased cost of Reverse Logistics
• Managing Multiple Warehouses and Stores
• Easy transition to present Taxation policies
• Managing Multichannel and Offline
• Effective Utilization of stock
• Seamless management of returns and cancellations

End Points

The beaming light of hope in this new normal after night of this pandemic has given a new direction and boost to the footwear
industry. The efforts together can progressively make the Indian footwear industry to the top among the global industries,
and self-reliant in true terms. India consumed 2.56 billion pairs of footwear in financial year 20, an annual growth of 4.5 %
over FY 2015. FY 2021 saw a 35 % fall in sales. A CAGR of 8-10% is expected in FY 22- FY 25, with consumption touching
2.9 billion pairs by FY 2025.

The road Ahead

Now it can be said that India has state-of -art footwear manufacturing plants. This sector has matured from manual
manufacturing to automated systems. In 2018, Indian government permitted 100% FDI through the automatic route for the
footwear sector. Growth in India’s footwear industry will continue to be market-driven. It is highly competitive business,
with the unorganized sector dominating the market and a clutch of global brands fighting for a higher market share.

With technology and quality of footwear improving year after year, the Indian footwear industry is stamping its class and
expertise in the global market. And it’s marching ahead.

Source: International Research Journal of Commerce Arts and Science

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INDIAN LEATHER INDUSTRY – OVERVIEW, EXPORT PERFORMANCE & PROSPECTS

• The Indian Leather, Leather Products and Footwear Industry holds a prominent place in the Indian economy. This
sector is known for its consistency in high export earnings and it is among the top ten foreign exchange earners for
the Country.

• The export of footwear, leather and leather products from India was to the tune of US $ 4.69 billion during 2023-
24.

• The industry is bestowed with an affluence of raw materials as India is endowed with 20% of world cattle & buffalo
and 11% of world goat & sheep population. Added to this are the strengths of skilled manpower, innovative
technology, increasing industry compliance to international environmental standards, and the dedicated support of
the allied industries.

• The leather industry is an employment intensive sector, providing job to about 4.42 million people, mostly from the
weaker sections of the society. Women employment is predominant in leather products sector with about 40% share.
• India is the second largest exporter of leather garments, third largest exporter of Saddlery & Harness and 4th largest
exporter of Leather Goods in the world.

• The major production centers for footwear, leather and leather products in India are located in the States of Tamil
Nadu - Chennai, Ambur, Ranipet, Vaniyambadi, Vellore, Pernambut, Trichy, Dindigul and Erode; West Bengal –
Kolkata; Uttar Pradesh – Kanpur, Agra, Noida, Saharanpur; Maharashtra – Mumbai; Punjab – Jalandhar; Karnataka
– Bengaluru; Telengana Hyderabad; Haryana - Ambala, Gurgaon, Panchkula, Karnal and Faridabad; Delhi; Madhya
Pradesh – Dewas; Kerala – Kozhikode and Ernakulam / Cochin; Rajasthan; Jaipur; Jammu & Kashmir; Srinagar.

Strengths of Indian leather sector

• Own raw material source – About 3 billion sq ft of leather produced annually

• Some varieties of goat / calf / sheep skins command premium position
• Strong and eco-sustainable tanning base
• Modernized manufacturing units
• Trained / skilled manpower at competitive wage levels
• World-class institutional support for Design & Product Development, HRD and R & D.
• Presence of support industries like leather chemicals and finishing auxiliaries
• Presence in major markets – Long Europe experience
• Strategic location in the Asian landmass

Emerging strengths

• Design development initiatives by institutions and individuals

• Continuous modernization and technology up-gradation
• Economic size of manufacturing units
• Constant human resource development programme to enhance productivity
• Increasing use of quality components
• Shorter prototype development time
• Delivery compliance
• Growing domestic market for footwear and leather articles

Highlights of Product Segments of Indian Leather and Footwear Industry Tanning Sector

• Annual availability of leathers in India is about 3 billion sq.ft.

• India accounts for 13% of world leather production of leathers.
• Indian leather trends/colors are continuously being selected at the MODEUROPE Congress.

Leather Garments Sector

• India is the second largest global exporter of Leather Garments.

• Accounts for 7% share of India’s total export from leather sector (2023-24).

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Footwear Sector

• India is Second largest footwear producer after China, with Annual Production of 2.58 billion pairs (2018).
• India is also the second largest consumer of footwear after China, with a consumption of 2.60 billion pairs.
• Footwear (leather and non-leather) export accounts for about 53% share in Indian leather and footwear industry’s
export (2023-24).

Leather Goods & Accessories Sector including Saddlery & Harness

• India is the fifth largest global exporter of Leather Goods & Accessories and third largest exporter of Sadldery and
Harness items.
• Accounts for 26% share of India’s total export from leather sector (2023-24).

ANALYSIS – EXPORT PERFORMANCE OF LEATHER, LEATHER PRODUCTS & FOOTWEAR DURING

APRIL-MARCH 2023-24 VIS-À-VIS APRIL-MARCH 2022-23

As per officially notified DGCI&S monthly export data, the export of Leather, Leather Products & Footwear for the period
April-March 2023-24 touched US $ 4687.75 Mn as against the performance of US $ 5259.53 Mn in April-March 2022-
23, recording a decline of -10.87%. In rupee terms, the export touched Rs. 388332.92 Mn in April-March 2023-24 as
against Rs. 421987.58 Mn in April-March 2022-23, registering a decline of -7.98%.

EXPORT OF LEATHER, LEATHER PRODUCTS & FOOTWEARVDURING APRIL-MARCH 2023-24 VIS-À-

VIS APRIL- MARCH 2022-23.
(Value in Million Rs)
PRODUCT
APR - MAR APR - MAR % VARIATION % Share % Share
2022-23 2023-24 2022-23 2023-24
FINISHED LEATHER 34575.55 36899.62 6.72% 8.19% 9.50%
LEATHER FOOTWEAR 190760.08 165876.98 -13.04% 45.21% 42.72%
FOOTWEAR COMPONENTS 23289.14 21440.51 -7.94% 5.52% 5.52%
LEATHER GARMENTS 28336.22 28110.38 -0.80% 6.71% 7.24%
LEATHER GOODS 104364.53 102148.22 -2.12% 24.73% 26.30%
SADDLERY AND HARNESS 17783.91 15091.63 -15.14% 4.21% 3.89%
NON-LEATHER FOOTWEAR 22878.15 18765.58 -17.98% 5.42% 4.83%
TOTAL 421987.58 388332.92 -7.98% 100.00% 100.00%
Source : DGCI &S

PRODUCT
APR - MAR APR - MAR % VARIATION % Share % Share
2022-23 2023-24 2022-23 2023-24
FINISHED LEATHER 430.93 445.41 3.36% 8.19% 9.50%
LEATHER FOOTWEAR 2377.23 2002.38 -15.77% 45.20% 42.72%
FOOTWEAR COMPONENTS 289.81 258.92 -10.66% 5.51% 5.52%
LEATHER GARMENTS 353.07 339.47 -3.85% 6.71% 7.24%
LEATHER GOODS 1301.34 1232.84 -5.26% 24.74% 26.30%
SADDLERY AND HARNESS 222.17 182.17 -18.00% 4.22% 3.89%
NON-LEATHER FOOTWEAR 284.98 226.56 -20.50% 5.42% 4.83%
TOTAL 5259.53 4687.75 -10.87% 100.00% 100.00%
Source : DGCI &S

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% SHARE OF LEATHER & LEATHER PRODUCTS FY 2023-24

SADDLERY AND NON-LEATHER

HARNESS 3.89% FOOTWEAR 4.83%
FINISHED LEATHER 9.50%

LEATHER GOODS 26.30%

LEATHER FOOTWEAR
42.72%

LEATHER GARMENTS
7.24%

FOOTWEAR
COMPONENTS 5.52%

ANALYSIS–INDIA’S IMPORT OF LEATHER, LEATHER PRODUCTS& FOOTWEAR DURING APRIL-

MARCH 2023-24 VIS-À-VIS APRIL- MARCH 2022-23.

As per officially notified DGCI&S monthly India’s Import Data, the Import of Raw Hides & Skins, Leather, Leather products
& Footwear for the period April-March 2023-24 touched US $ 1196.01 Million as against the performance of US $ 1468.88
Million in April-March 2022-23, recording a decline of 18.58%.

INDIA'S IMPORT OF LEATHER, LEATHER PRODUCTS & FOOTWEAR DURING April-Mar 2023-24 VIS-À-
VIS April- Mar 2022-23

(Value in Million US $)
APR - MAR APR - MAR % % SHARE IN % SHARE IN
CATEGORY
2022-23 2023-24 VARIATION 22-23 23-24
RAW HIDES AND SKINS 32.93 21.31 -35.29% 2.24% 1.78%
FINISHED LEATHER 450.72 379.43 -15.82% 30.68% 31.72%
LEATHER FOOTWEAR 481 442.17 -8.07% 32.75% 36.97%
FOOTWEAR COMPONENTS 35.36 21.53 -39.11% 2.41% 1.80%
LEATHER GARMENTS 1.4 2.01 43.57% 0.10% 0.17%
LEATHER GOODS 60.07 67.13 11.75% 4.09% 5.61%
SADDLERY AND HARNESS 3.41 2.57 -24.63% 0.23% 0.21%
NON-LEATHER FOOTWEAR 403.99 259.86 -35.68% 27.50% 21.73%
TOTAL 1468.88 1196.01 -18.58% 100.00% 100.00%
Source : DGCI&S

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MONTH WISE IMPORT OF LEATHER, LEATHER PRODUCTS & FOOTWEAR DURING APRIL-MAR 2023-
24
(Value in Million US $)
APRIL MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB MAR TOTAL
PRODUCT APR-
2023 2023 2023 2023 2023 2023 2023 2023 2023 2024 2024 2024
MAR 24
RAW HIDES &
2.1 1.63 1.82 2.23 2.01 1.88 1.73 1.58 1.77 1.48 1.39 1.69 21.31
SKINS
FINISHED
32.28 41.2 25.98 34.02 35.1 34.54 32.16 29.36 25.27 26.65 31.17 31.7 379.43
LEATHER
LEATHER
23.14 46.34 66.28 32.96 26.08 33.89 38.51 64.11 59.64 19.18 17.3 14.74 442.17
FOOTWEAR
FOOTWEAR
2.16 2.46 1.24 1.29 1.14 2.01 1.87 1.25 1.82 1.85 1.77 2.67 21.53
COMPONENTS
LEATHER
0.05 0.12 0.15 0.11 0.21 0.15 0.29 0.28 0.15 0.15 0.18 0.17 2.01
GARMENTS
LEATHER
4 4.93 6.45 5.22 6.76 4.45 7.99 4.39 6.69 5.54 5.79 4.92 67.13
GOODS
SADDLERY AND
0.11 0.26 0.24 0.22 0.37 0.19 0.21 0.12 0.26 0.14 0.22 0.23 2.57
HARNESS
NON-LEATHER
25.48 42.42 41.25 14.75 10.84 17.71 22.31 38.63 29.9 6.18 5.75 4.64 259.86
FOOTWEAR
TOTAL 89.32 139.36 143.41 90.8 82.51 94.82 105.07 139.72 125.5 61.17 63.57 60.76 1196.01
Source : DGCI&S

MONTH WISE EXPORT OF LEATHER, LEATHER PRODUCTS & FOOTWEAR FROM APRIL 2023 TO
MARCH 2024
Value in Million US $
APRIL MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB MAR TOTAL
PRODUCT APR-
2023 2023 2023 2023 2023 2023 2023 2023 2023 2024 2024 2024
MAR 24
FINISHED
40.53 38.54 38.02 33.39 40.41 36.6 35.44 39.79 37.86 31.99 32.35 40.49 445.41
LEATHER
LEATHER
142.51 180.63 188.3 202.81 192.44 136.73 143.3 147.99 165.73 179.5 162.88 159.56 2002.38
FOOTWEAR
FOOTWEAR
23.54 26.63 24.64 24.9 21.98 18.75 19.39 18.68 20.15 20.1 19.42 20.74 258.92
COMPONENTS
LEATHER
24.24 30.11 34.27 38.71 39.51 31.47 28.38 24.48 25.09 25.15 21.24 16.82 339.47
GARMENTS
LEATHER
96.03 92.94 112.61 104.8 113.54 106.85 105.5 100.23 104.85 96.32 93.67 105.5 1232.84
GOODS
SADDLERY AND
13.03 14 16.69 17.56 17.72 14.69 15.28 13.48 14 14.21 14.77 16.74 182.17
HARNESS
NON-LEATHER
21.92 22.67 19.08 17.97 19.18 14.74 18.02 15.96 15.37 19.12 20.45 22.08 226.56
FOOTWEAR
TOTAL 361.8 405.52 433.61 440.14 444.78 359.83 365.31 360.61 383.05 386.39 364.78 381.93 4687.75

Source : DGI &S

ANALYSIS – COUNTRY WISE EXPORT PERFORMANCE OF LEATHER, LEATHER PRODUCTS &

FOOTWEAR FROM INDIA DURING APRIL-MARCH 2023-24 VIS-A-VIS APRIL-MARCH 2022-23

Value in Million US $
TOTAL Share in Share in
APR-MAR APR-MAR % Change total export total export
COUNTRY
2022-23 2023-24 2023-24 2022-23 2023-24
U.S.A. 1173.08 896.63 -23.57% 22.30% 19.13%
GERMANY 579.33 530.12 -8.49% 11.01% 11.31%
U.K. 481.55 400.77 -16.77% 9.16% 8.55%
ITALY 354.82 319.62 -9.92% 6.75% 6.82%
FRANCE 281.28 247.09 -12.16% 5.35% 5.27%

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TOTAL Share in Share in

APR-MAR APR-MAR % Change total export total export
COUNTRY
2022-23 2023-24 2023-24 2022-23 2023-24
SPAIN 228.54 236.22 3.36% 4.35% 5.04%
U.A.E. 123.87 113.80 -8.13% 2.36% 2.43%
NETHERLANDS 219.80 189.38 -13.84% 4.18% 4.04%
HONG KONG 57.52 66.29 15.25% 1.09% 1.41%
CHINA 147.24 142.37 -3.31% 2.80% 3.04%
POLAND 81.48 104.61 28.39% 1.55% 2.23%
BELGIUM 135.79 164.08 20.83% 2.58% 3.50%
SOMALIA 41.97 30.00 -28.52% 0.80% 0.64%
VIETNAM 64.78 81.74 26.18% 1.23% 1.74%
AUSTRALIA 94.01 78.72 -16.26% 1.79% 1.68%
PORTUGAL 71.37 51.17 -28.30% 1.36% 1.09%
DENMARK 81.52 50.52 -38.03% 1.55% 1.08%
KOREA REP. 46.74 38.89 -16.80% 0.89% 0.83%
JAPAN 77.88 74.73 -4.04% 1.48% 1.59%
RUSSIA 44.84 62.48 39.34% 0.85% 1.33%
S. AFRICA 36.76 33.97 -7.59% 0.70% 0.72%
CHILE 41.39 37.53 -9.33% 0.79% 0.80%
MALAYSIA 29.86 34.96 17.08% 0.57% 0.75%
AUSTRIA 55.65 46.49 -16.46% 1.06% 0.99%
CANADA 70.34 52.84 -24.88% 1.34% 1.13%
SWEDEN 27.04 24.87 -8.03% 0.51% 0.53%
NIGERIA 15.05 11.37 -24.45% 0.29% 0.24%
INDONESIA 23.47 24.57 4.69% 0.45% 0.52%
MEXICO 37.85 39.55 4.49% 0.72% 0.84%
SAUDI ARABIA 43.36 46.65 7.59% 0.82% 1.00%
KENYA 10.34 10.94 5.80% 0.20% 0.23%
SWITZERLAND 22.54 16.76 -25.64% 0.43% 0.36%
SLOVAK REP 19.26 8.22 -57.32% 0.37% 0.18%
HUNGARY 11.42 9.96 -12.78% 0.22% 0.21%
THAILAND 16.39 18.83 14.89% 0.31% 0.40%
BANGLADESH 17.54 17.32 -1.25% 0.33% 0.37%
FINLAND 18.76 13.37 -28.73% 0.36% 0.29%
TURKEY 24.29 24.10 -0.78% 0.46% 0.51%
ISRAEL 17.55 17.46 -0.51% 0.33% 0.37%
CAMBODIA 8.41 10.48 24.61% 0.16% 0.22%
CZECH REPUBLIC 11.17 13.05 16.83% 0.21% 0.28%
GREECE 9.77 11.18 14.43% 0.19% 0.24%
NEW ZEALAND 9.49 7.14 -24.76% 0.18% 0.15%
OMAN 9.63 8.52 -11.53% 0.18% 0.18%
SRI LANKA DES 6.66 9.57 43.69% 0.13% 0.20%
SINGAPORE 10.93 13.09 19.76% 0.21% 0.28%
SUDAN 2.89 0.55 -80.97% 0.05% 0.01%

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TOTAL Share in Share in

APR-MAR APR-MAR % Change total export total export
COUNTRY
2022-23 2023-24 2023-24 2022-23 2023-24
TAIWAN 6.67 6.33 -5.10% 0.13% 0.14%
NORWAY 7.71 7.68 -0.39% 0.15% 0.16%
DJIBOUTI 2.32 3.13 34.91% 0.04% 0.07%
OTHERS 247.58 228.04 -7.89% 4.71% 4.86%
TOTAL 5259.53 4687.75 -10.87% 100.00% 100.00%
Source : DGCI&S

The Top 15 countries together account about 77.78% of India’s total leather & leather products exportduring April-March
2023-24 with export value of US $ 3646.17 Mn.

Major Markets:

 The major markets for Indian Leather & Leather Products are USA with a share of 19.13%, Germany 11.31%,
UK 8.55%, Italy 6.82%, France 5.27%, Spain 5.04%, Netherlands 4.04%, Belgium 3.50%, China 3.04%, UAE
2.43%, Poland 2.23%, and Vietnam 1.74%.

 The Top 15 countries together account about 77.78% of India’s total leather, leather products & footwear export
during April-March 2023-24 with export value of US $ 3646.17 Mn.

ANALYSIS – EXPORT PERFORMANCE OF LEATHER, LEATHER PRODUCTS AND FOOTWEAR DURING

APRIL-SEPT 2024-25 VIS-À-VIS APRIL-SEPT 2023-24

As per officially notified DGCI&S monthly export data, the export of Leather, Leather products and Footwear for the period
April-Sept 2024-25 touched US$ 2448.99 million as against the performance of US$ 2445.68 million in April-Sept 2023-
24, recording a positive growth of 0.14%. In rupee terms, the export touched Rs 204749.26 million in April-Sept 2024-25
as against Rs. 201586.78 million in April-Sept 2023-24, registering a growth of 1.57%.

(Value in Million Rs)

APRIL-SEPT APRIL-SEPT % VARIATION % Share % Share
PRODUCT
2023-24 2024-25 2023-24 2024-25
FINISHED LEATHER 18751.96 19044.67 1.56% 9.30% 9.30%
LEATHER FOOTWEAR 85994.73 86201.18 0.24% 42.66% 42.10%
FOOTWEAR COMPONENTS 11572.04 10423.43 -9.93% 5.74% 5.09%
LEATHER GARMENTS 16350.56 15421.97 -5.68% 8.11% 7.53%
LEATHER GOODS 51672.76 55785.84 7.96% 25.63% 27.25%
SADDLERY AND HARNESS 7723.12 8623.98 11.66% 3.83% 4.21%
NON-LEATHER FOOTWEAR 9521.61 9248.19 -2.87% 4.72% 4.52%
TOTAL 201586.78 204749.26 1.57% 100.00% 100.00%
Source : DGCI &S

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(Value in Million US$)

PRODUCT APRIL-SEPT APRIL-SEPT % VARIATION % Share % Share
2023-24 2024-25 2023-24 2024-25
FINISHED LEATHER 227.49 227.84 0.15% 9.30% 9.30%
LEATHER FOOTWEAR 1043.42 1031.07 -1.18% 42.66% 42.10%
FOOTWEAR COMPONENTS 140.44 124.69 -11.21% 5.74% 5.09%
LEATHER GARMENTS 198.31 184.43 -7.00% 8.11% 7.53%
LEATHER GOODS 626.77 667.2 6.45% 25.63% 27.24%
SADDLERY AND HARNESS 93.69 103.14 10.09% 3.83% 4.21%
NON-LEATHER FOOTWEAR 115.56 110.62 -4.27% 4.73% 4.52%
TOTAL 2445.68 2448.99 0.14% 100.00% 100.00%
Source : DGCI &S

 Footwear (Leather Footwear, Footwear Components & Non-Leather Footwear) holds the major share of 51.71%
in the total export of leather and leather products with an export value of US $ 1266.38 Mn.

MONTH WISE EXPORT OF LEATHER, LEATHER PRODUCTS & FOOTWEAR DURING APRIL-SEPT 2024-
25
(Value in Million US$)
PRODUCT APRIL MAY JUNE JULY AUG SEPT TOTAL
2024 2024 2024 2024 2024 2024 Apr-SEP 24
FINISHED LEATHER 39.69 44.8 35.92 33.25 36.89 37.29 227.84
LEATHER FOOTWEAR 134.13 159.97 189.16 208.04 187.65 152.12 1031.07
FOOTWEAR COMPONENTS 17.44 21.84 22.58 22.76 20.97 19.1 124.69
LEATHER GARMENTS 17.52 26.35 35 38.66 35.91 30.99 184.43
LEATHER GOODS 94.53 108.47 106.19 111.09 126.74 120.18 667.2
SADDLERY AND HARNESS 13.09 15.05 17.08 20.31 19.02 18.59 103.14
NON-LEATHER FOOTWEAR 18.06 17.05 18.35 17.47 19.3 20.39 110.62
TOTAL 334.46 393.53 424.28 451.58 446.48 398.66 2448.99
Source : DGCI &S

MONTH WISE EXPORT OF LEATHER, LEATHER PRODUCTS & FOOTWEAR DURING APRIL-SEPT 2024-
25
(Value in Million US$)
PRODUCT APRIL MAY JUNE JULY AUG SEPT TOTAL
2024 2024 2024 2024 2024 2024 Apr-SEP 24
FINISHED LEATHER 39.69 44.8 35.92 33.25 36.89 37.29 227.84
LEATHER FOOTWEAR 134.13 159.97 189.16 208.04 187.65 152.12 1031.07
FOOTWEAR COMPONENTS 17.44 21.84 22.58 22.76 20.97 19.1 124.69
LEATHER GARMENTS 17.52 26.35 35 38.66 35.91 30.99 184.43
LEATHER GOODS 94.53 108.47 106.19 111.09 126.74 120.18 667.2
SADDLERY AND HARNESS 13.09 15.05 17.08 20.31 19.02 18.59 103.14
NON-LEATHER FOOTWEAR 18.06 17.05 18.35 17.47 19.3 20.39 110.62
TOTAL 334.46 393.53 424.28 451.58 446.48 398.66 2448.99
Source : DGCI &S

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ANALYSIS – COUNTRY WISE EXPORT PERFORMANCE OF LEATHER, LEATHER PRODUCTS AND

FOOTWEAR DURING APRIL-SEPT 2024-25 VIS-A-VIS APRIL -SEPT 2023-24

(Value in Million US$)

TOTAL Share in Share in
COUNTRY APR-SEP APR-SEP % Change total export total export
2023 2024 2024 APR-SEP 2023 APR-SEP 2024
U.S.A. 467.86 543.87 16.25% 19.13% 22.21%
GERMANY 284.12 281.94 -0.77% 11.62% 11.51%
U.K. 209.54 229.79 9.66% 8.57% 9.38%
ITALY 172.46 157.86 -8.47% 7.05% 6.45%
FRANCE 122.95 112.62 -8.40% 5.03% 4.60%
SPAIN 126.53 117.05 -7.49% 5.17% 4.78%
U.A.E. 53.53 56.81 6.13% 2.19% 2.32%
NETHERLANDS 98.05 108.75 10.91% 4.01% 4.44%
HONG KONG 35.27 29.01 -17.75% 1.44% 1.18%
CHINA 66.6 63.37 -4.85% 2.72% 2.59%
POLAND 60.71 52.64 -13.29% 2.48% 2.15%
BELGIUM 92.45 68.79 -25.59% 3.78% 2.81%
SOMALIA 15.07 13.73 -8.89% 0.62% 0.56%
VIETNAM 40 44.21 10.53% 1.64% 1.81%
AUSTRALIA 40.06 35.34 -11.78% 1.64% 1.44%
PORTUGAL 30.58 25.38 -17.00% 1.25% 1.04%
DENMARK 27.33 27.9 2.09% 1.12% 1.14%
KOREA REP. 21.39 21.92 2.48% 0.87% 0.90%
JAPAN 40.22 33.55 -16.58% 1.64% 1.37%
RUSSIA 33.21 26.35 -20.66% 1.36% 1.08%
S. AFRICA 18.03 14.64 -18.80% 0.74% 0.60%
CHILE 16.32 17.22 5.51% 0.67% 0.70%
MALAYSIA 19.96 17.08 -14.43% 0.82% 0.70%
AUSTRIA 23.34 20.32 -12.94% 0.95% 0.83%
CANADA 29.07 28.3 -2.65% 1.19% 1.16%
SWEDEN 11.81 15.47 30.99% 0.48% 0.63%
NIGERIA 5.62 3.95 -29.72% 0.23% 0.16%
INDONESIA 12.87 16.71 29.84% 0.53% 0.68%
MEXICO 21.09 20.87 -1.04% 0.86% 0.85%
SAUDI ARABIA 22.57 18.37 -18.61% 0.92% 0.75%
KENYA 4.69 3.98 -15.14% 0.19% 0.16%
SWITZERLAND 7.73 9.28 20.05% 0.32% 0.38%
SLOVAK REP 5.32 3.63 -31.77% 0.22% 0.15%
HUNGARY 4.88 10.13 107.58% 0.20% 0.41%
THAILAND 10.13 8.73 -13.82% 0.41% 0.36%
BANGLADESH 9.05 10.11 11.71% 0.37% 0.41%
FINLAND 6.97 4.79 -31.28% 0.28% 0.20%

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TOTAL Share in Share in

COUNTRY APR-SEP APR-SEP % Change total export total export
2023 2024 2024 APR-SEP 2023 APR-SEP 2024
TURKEY 11.72 12.79 9.13% 0.48% 0.52%
ISRAEL 8.63 7.72 -10.54% 0.35% 0.32%
CAMBODIA 5.12 6.26 22.27% 0.21% 0.26%
CZECH REPUBLIC 5.96 7.62 27.85% 0.24% 0.31%
GREECE 6.38 5.49 -13.95% 0.26% 0.22%
NEW ZEALAND 3.64 3.22 -11.54% 0.15% 0.13%
OMAN 3.92 3.29 -16.07% 0.16% 0.13%
SRI LANKA DES 4.78 5.59 16.95% 0.20% 0.23%
SINGAPORE 5.85 8.65 47.86% 0.24% 0.35%
SUDAN 0.53 0.06 -88.68% 0.02% 0.00%
TAIWAN 3.39 2.74 -19.17% 0.14% 0.11%
NORWAY 3.91 7.17 83.38% 0.16% 0.29%
DJIBOUTI 1.51 1.54 1.99% 0.06% 0.06%
OTHERS 112.96 102.39 -9.36% 4.62% 4.18%
TOTAL 2445.68 2448.99 0.14% 100.00% 100.00%
Source : DGCI &S

The Top 15 countries together account about 79% of India’s total leather & leather products export during April-Sept 2024-
25 with export value of US $ 1935.6 Million.

INDIA’S IMPORT PERFORMANCE OF LEATHER, LEATHER PRODUCTS & FOOTWEAR DURING APRIL-
SEPT 2024-25 VIS-À-VIS APRIL-SEPT 2023-24.

As per officially notified DGCI&S monthly Import Data, the Import of Raw Hides & Skins, Leather, Leather products and
Footwear for the period April-Sept 2024-25 touched US $ 678.57 Million as against the performance of US $ 640.22
Million in April –Sept 2023-24, recording a growth of 5.99%.

(Value in Million US $)
CATEGORY APRIL-SEPT APRIL-SEPT % % SHARE IN % SHARE IN
2023-24 2024-25 VARIATION 23-24 24-25
RAW HIDES AND SKINS 11.67 16.76 43.62% 1.82% 2.47%
FINISHED LEATHER 203.12 196.71 -3.16% 31.73% 28.99%
LEATHER FOOTWEAR 228.69 300.57 31.43% 35.72% 44.29%
FOOTWEAR COMPONENTS 10.3 18.93 83.79% 1.61% 2.79%
LEATHER GARMENTS 0.79 0.86 8.86% 0.12% 0.13%
LEATHER GOODS 31.81 31.85 0.13% 4.97% 4.69%
SADDLERY AND HARNESS 1.39 1.32 -5.04% 0.22% 0.19%
NON-LEATHER FOOTWEAR 152.45 111.57 -26.82% 23.81% 16.44%
TOTAL 640.22 678.57 5.99% 100.00% 100.00%
Source : DGCI &S

Import of different categories of Footwear holds a major share of about 63.53% in India’s total leather & leather product
with an Import value of US $ 431.07 Mn. This is followed by Finished Leather 28.99%, Raw Hides & Skins 2.47%, Leather
Goods & Accessories with a share of 4.69%, Saddlery & Harness 0.19% and Leather Garments 0.13%.

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MONTH WISE IMPORT OF LEATHER, LEATHER PRODUCTS & FOOTWEAR DURING APRIL-SEPT 2024-
25

Value in Million US $
APRIL MAY JUNE JULY AUG SEPT TOTAL
PRODUCT
2024 2024 2024 2024 2024 2024 Apr-SEP 24
RAW HIDES & SKINS 1.74 2.81 2.55 3.07 3.97 2.62 16.76
FINISHED LEATHER 29.54 34.74 31.13 32.23 37.77 31.3 196.71
LEATHER FOOTWEAR 25.64 32.6 42.16 105.61 71.53 23.03 300.57
FOOTWEAR COMPONENTS 1.84 2.67 4.13 3.62 3.65 3.02 18.93
LEATHER GARMENTS 0.12 0.1 0.12 0.17 0.13 0.22 0.86
LEATHER GOODS 4.95 5.87 5.18 5.71 5.12 5.02 31.85
SADDLERY AND HARNESS 0.17 0.17 0.21 0.21 0.28 0.28 1.32
NON-LEATHER FOOTWEAR 6.01 11.87 19.11 49.98 19.93 4.67 111.57
TOTAL 70.01 90.83 104.59 200.6 142.38 70.16 678.57
Source : DGCI &S

Source: leatherindia.org

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LEATHER INDUSTRY AND EXPORTS

Introduction

The leather industry has a significant impact on the

Indian economy. It is among the top ten foreign
exchange earners in the country. Indian cattle &
buffalo population accounts for 20% and the goat &
sheep population of the country accounts for 11%
of the world’s total. This places it in a dominant
position in terms of affluent raw material
availability.

With the leather industry being among the oldest

trade in the country, India has strong skilled
manpower and innovative technology. The country
has a strong and eco-sustainable tanning base and
modern manufacturing units. It also has strong
support from the leather, chemical and auxiliary
industries. The industry employs about 4.42 million
people in the country. It is a prominent source of
employment in the rural parts of India with women
employed at about 30% in the sector.

India has four main leather sectors: Tanning, Footwear, Leather Garments and Leather garments an d Accessories. The
country accounts for 13% of the world’s total leather production. It is also the second-largest producer and consumer of
leather footwear.

Major footwear and leather products producing states in India are Tamil Nadu, West Bengal, Uttar Pradesh, Maharashtra,
Punjab, Karnataka, Madhya Pradesh, Haryana, Kerala, Rajasthan, and Jammu & Kashmir.

EXPORT TREND

India is the second-largest exporter of leather garments,

the third-largest exporter of saddlery & harnesses and the
fourth-largest exporter of leather goods in the world. The
garments sector accounted for 6.8% of the country’s total
leather exports in 2024-25 (April-June).

Out of the total leather and leather products exported out

of India, the footwear segment accounts for the majority
of exports, with April-June 2024-25 exports valued at
US$ 1,152.27 million.

Footwear (Leather Footwear, Footwear Components &

Non-Leather Footwear) holds the major share of 51.9%
in the total export of leather and leather products with an
export value of US$ 598.58 million.

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EXPORT DESTINATIONS

India exports leather to more than 50 countries.

USA, Germany, the UK, Italy, France, Spain,
Netherlands, China, Belgium, UAE, Australia,
Poland, Hong Kong, Denmark, Canada, Vietnam,
and Portugal are among the top importers of leather
and leather products from India. The top 15
countries account for about 80% of the total
exports.

During April-June 2024-25, the total export of

leather products to the USA was valued at US$
240.35 million, an increase of 6.67% YoY. During
the same period, Germany and the UK imported
leather and leather products worth US$ 130.21
million and US$ 105.68 million from India,
respectively.

The USA was the largest importer of leather and

leather products from India and accounted for
20.86% of the country’s total leather exports from
April-June 2024-25. Germany and the UK
accounted for 11.30% and 9.17% of the exports
during the same period.

GOVERNMENT INITIATIVES

Indian Footwear and Leather Development Program (IFLDP)

The IFLDP scheme was launched to develop the infrastructure, increase production, facilitate investments, and generate
employment in the leather industry of India. Under this scheme, US$ 220 million (Rs. 1,700 crore) has been allocated till
2026. Following are the six sub-schemes under IFLDP:

• Sustainable Technology and Environmental Protection (STEP) - The STEP initiative is aimed at sustainable
and environment-friendly industrial and tanning activities which are particularly linked to environmental concerns.
Considering these issues, zero liquid and wastewater discharge is made mandatory in some states. Assistance for
the upgradation of Common Effluent Treatment Plants (CETPs) and vision document preparation is provided under
the scheme.
• Integrated Development of Leather Sector (IDLS) - The main objective of this scheme is to encourage
entrepreneurs to diversify and set up new units leading to better productivity.
• Establishment of Institutional Facilities - The scheme aims to provide infrastructure upgradation of campuses of
the Footwear Design and Development Institute (FDDI).
• Mega Leather Footwear and Accessories Cluster Development (MLFACD) - The scheme was launched to assist
entrepreneurs by providing modern infrastructure, technology, training and skill development and human resource
development inputs.
• Brand Promotion of Indian Brands in Leather – The scheme aims to provide Indian footwear and leather
manufacturers international branding support to provide better product visibility.
• Footwear Sector and Development of Design Studios – This scheme provides design support, technical assistance
and opportunities for employment and business.

Source: www.ibef.org

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OUR BUSINESS

The following information is qualified in its entirety by, and should be read together with, the more detailed financial and
other information included in this Prospectus, including the information contained in the section titled “Risk Factors”,
beginning on page 22 of this Prospectus.

This section should be read in conjunction with, and is qualified in its entirety by, the more detailed information about our
Company and its financial statements, including the notes thereto, in the section title “Risk Factors” and the chapters titled
“Restated Financial Statements” and “Management Discussion and Analysis of Financial Conditions and Results of
Operations” beginning on page 22, 175 and 217 respectively of this Prospectus.

Unless the context otherwise requires, in relation to business operations, in this section of this Prospectus, all references to
"we", "us", "our" and "our Company" are to “Marc Loire Fashions Limited”. Unless stated otherwise, the financial data
in this section is as per our Restated Financial Statements prepared in accordance with Indian Accounting Policies set forth
in the Prospectus.

OVERVIEW

Our company was established in 2014 under the name Marc Loire Fashions Private Limited, founded with a vision to create
a trendsetting brand in women’s footwear. After a decade of steady growth, we converted to a public limited company in
2024 as “Marc Loire Fashions Limited”. Today, we are well recognized under our brand name, ‘MARC LOIRE’ that offers
a diverse and stylish range of women’s footwear.

Marc Loire Fashions Limited is engaged in Women’s Footwear Products, boasting an impressive catalogue of over 800
unique styles that cater to a broad spectrum of tastes and occasions. Our collection includes party heels, ethnic flats, wedges,
winter boots, mules, formal heels, loafers, cork sandals, arc-supported flats, athleisure and activewear footwear, sneakers
and other styles that blend comfort with fashion. This diversity allows us to cater to every need, from everyday wear to
special occasions, providing our customers with wide range of options to express their style.

Marc Loire Fashions Limited operates through a dual business model encompassing both Direct-to-Consumer (D2C) and
Business-to-Business (B2B) strategies. Our D2C model allows us to connect directly with our end customers via various
online platforms, ensuring a seamless and personalized shopping experience. Simultaneously, our B2B operations strengthen
our reach through offline retail relationships with wholesalers, Shop-in-Shop Stores, enabling widespread market
penetration. We manage our operations, leveraging a network of more than 40 trusted vendors for raw materials and finished
goods. This vendor network includes two promoter group entities, allowing us to ensure quality control and maintain
seamless production flows.

At Marc Loire, we are dedicated to creating footwear that not only enhances style but also delivers unparalleled comfort and
durability. By continually innovating and expanding our product offerings, we aim to become the preferred choice for
women’s footwear in domestic markets. As we move forward, our commitment remains steadfast to redefine fashion in
women’s footwear and set new benchmarks in the industry.

We are led by a highly experienced senior management team with our Managing Director Mr. Arvind Kamboj and our whole
time director Mrs. Shaina Malhotra, continuing to be involved in strategic planning, conceptualization, design and production
development, who has been intimately involved in the business, has overseen the development of our business strategy and
has extensive expertise in sourcing, designing, retailing and establishing distribution channel partnerships. Mr. Arvind
Kamboj and Mrs. Shaina Malhotra are the architect of our strategic vision and have demonstrated their ability to successfully
create, build and grow our brands and business.

Furthermore, we are also supported by an experienced management team of cross-functional professionals with expertise
covering all aspects of our business, an experienced Board of Directors. We aim to leverage the strength of our brands to
offer a superior shopping experience to our customers by further developing our position across a wide range of footwear
(both men and women), as well as our distribution channels (both online and offline) and geographies (both domestically
and globally). We believe that we are well positioned to achieve this vision through the investments that we have made in
our brands, our understanding of the diverse requirements of our consumers, our strong channel relationships, our strong
physical and digital retail infrastructure, our robust design and supply chain capabilities and our highly experienced
management team, all of which have shaped our existing track record in the Indian footwear category.

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Business Flow Overview

Supply Line Raw Material

Purchase Order
Management Control

Quality Check on Production Lead

GRN of Goods
Production time Control

Our Company have more than 40 vendors from whom whole finished goods and Raw Material Stocks are purchased.

Supply line Management: Every purchase decision is made basis Inhouse Data team's recorded data of Weekly, Monthly
and Seasonal sales Trends for all the styles getting sold.

Performance of each style is tracked on daily basis. Slow moving and high performing SKUs are tracked in order to optimize
catalogue for providing best possible value and experience to customers.

Purchase Order: Once need for stock is identified, a Purchase Order (PO) is raised to registered vendor. PO is raised after
thoroughly analysing sales and inventories for a particular style anticipated future sales.

Raw Material Control: For all fast-moving articles, company has centralized purchase of raw materials to utilize economies
of scale. Company procures raw material i.e. soles, resins and accessories in bulk directly from manufacturers. These raw
materials are then supplied to registered vendors for manufacturing finished goods.

Production lead time control: Once Purchase Order is raised, Vendors are provided with time limit of 45 days (+/-7 days)
to complete the production. This is to ensure optimum working capital utilization.

Quality Check on Production: Company follows 3 stage 100% quality inspection system.
o QC team visits each factory producing goods and 1st Quality check takes place when raw material is cut and uppers
are prepared and before final assembly of product.
o In second stage QC of all products takes place after products are finished and packed at factory premises of vendor
and ready to be dispatched to our Central Warehouse.
o Once order is received, product is checked again by the packaging team before dispatching it to end customer.

Receipt of Goods: Once Production is Quality checked by QC team. Vendor is asked to supply goods on a particular date
and time.

Good received are then cross checked at Central Warehouse in Delhi for quantity and Cost and then goods are either stored
in designated racks, controlled and mapped by a software system or they are packed to be dispatched at regional fulfilment
centres of our channel partners for faster delivery.

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Sales:

Online: Our company provides a versatile range of products accessible on both online and offline platforms, ensuring that
we meet diverse customer needs. Through our online platform i.e. E-commerce Platforms and our website, customers can
conveniently browse, select, and purchase products for their comfort, benefiting from a seamless digital shopping experience
that includes detailed product information, customer reviews, and various payment options.

Offline: For those who prefer an in-person experience, our Shop-in-Shop (SiS) offers to view the products firsthand, and
make informed decisions on-site. This dual approach enables us to reach a wider customer and cater to different shopping
preferences, enhancing overall customer satisfaction and accessibility.

FINANCIAL HIGHLIGHTS
₹ in lakhs except percentage and ratios
Particulars 31-03-2025 31-03-2024 31-03-2023
Total Income 4,246.42 4,040.07 3,743.72
Growth (%) 5.11% 7.92% 43.86%
Revenue from Operation 4,225.74 4,020.30 3,741.62
EBITDA (Operating Profit) 629.93 533.52 87.33
EBITDA Margin (%) 14.91% 13.27% 2.33%
PAT 470.54 407.69 65.63
Growth (%) 15.41% 521.18% 218.75%
PAT Margin (%) 11.08% 10.09% 1.75%
EPS (Basic & Diluted) - (As per end of Restated period) 9.41 40.77 6.56
EPS (Basic & Diluted) - (Post Bonus with retrospective effect) 9.41 8.15 1.31
Total Borrowings 2.53 147.74 0.00
Total Net Worth (TNW) 1075.51 604.98 197.28
ROCE (%) 60.56% 91.45% 44.75%
RONW (%) 43.75% 67.39% 33.27%
Debt Equity Ratio (Total Borrowing/TNW) 0.00 0.24 -
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

Catalogue-wise break up of our Revenues is as follows:

₹ in lakhs
March 31, % of Total March 31, % of Total March 31, % of Total
Particulars
2025 Turnover 2024 Turnover 2023 Turnover
Footwear (Ladies)
- Party Wear, High
1,345.50 31.84% 1,134.48 28.22% 913.62 24.42%
Fashion
- Formals, Office
1,052.04 24.90% 1,061.91 26.41% 865.24 23.12%
Wear
- Athleisure Wear 1,059.12 25.06% 982.45 24.44% 1,060.19 28.34%

- Comfortable Casuals 269.98 6.39% 279.38 6.95% 252.57 6.75%

- Ethnic Collection 303.29 7.18% 315.87 7.86% 399.94 10.69%

Others* 195.82 4.63% 246.20 6.12% 250.07 6.68%

Total 4,225.74 100.00% 4,020.30 100.00% 3,741.62 100.00%

* Others includes Apparels, Masks, Footwear Raw Materials
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

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Category Contribution to Catalouge

Others Comfortable Casuals
5% 6%

Athleisure Wear
Party Wear, High 25%
Fashion
32%

Ethnic Collection
7%

Formals, Office Wear

25%
Comfortable Casuals Athleisure Wear Ethnic Collection
Formals, Office Wear Party Wear, High Fashion Others

Our company sell its products through the following channels:

• Sale through E-Commerce Platforms

• Sale through own website i.e. www.marcloire.com
• Sale through Shop-in-Shop (SiS) Stores
• Sale to Whole Sellers

Particulars March 31, 2025 March 31, 2024 March 31, 2023
Total % of Total Total % of Total Total % of Total
Revenue Revenue from Revenue Revenue Revenue Revenue
from Operations from from from from
Operations Operations Operations Operations Operations
Revenue from Operations

- Through E-commerce Platform 2,574.39 60.92% 2,867.89 71.34% 3,445.25 92.08%

- Wholesale 1,583.95 37.48% 1,062.59 26.43% 296.23 7.92%
- Retail through SiS 67.31 1.59% 88.17 2.19% - -
- Through own Website 0.09 0.00% 1.65 0.04% 0.14 0.00%

Total 4,225.74 100.00% 4,020.30 100.00% 3,741.62 100.00%

As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

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OUR PRODUCT PORTFOLIO

“MARC LOIRE” offers a wide range of products, including Casual and Athletic Shoes, Fashion Sandals, Boots, Casual &
Ethnic Flats, Casual, Office wear & Party Wear Heels, etc for women.

ETHNIC SANDALS ETHNIC THONGS CONCEAL HEEL LOAFERS

LOAFERS FLAT FORMAL SANDALS FORMAL HEEL SHOES

ULTRA COMFORT RANGE PUMPS ATHLEISURE

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HIGH HEELS WEDGES BALLERINAS

SNEAKERS BOOTS MULES

METALLIC RANGE PLATFORMS ARCH SUPPORT

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Product-wise Revenue of Company is as follows:

₹ in lakhs
March 31, % of Total March 31, % of Total March 31, % of Total
Products
2025 Revenue 2024 Revenue 2023 Revenue
Footwear (Ladies)
Pumps 837.46 19.82% 660.96 16.44% 669.10 17.88%
Athleisure 1,059.12 25.06% 982.45 24.44% 1,060.19 28.34%
Formal Sandals 536.14 12.69% 438.89 10.92% 413.64 11.06%
Wedges 271.18 6.42% 238.61 5.94% 53.24 1.42%
Loafers Flat 218.61 5.17% 188.15 4.68% 134.74 3.60%
Conceal Heel Loafers 183.43 4.34% 216.48 5.38% 183.16 4.90%
Ethnic Sandals 248.51 5.88% 276.27 6.87% 361.07 9.65%
High Heels 173.97 4.12% 184.96 4.60% 154.90 4.14%
Ultra Comfort Range 97.42 2.31% 79.41 1.98% 7.91 0.21%
Platforms 151.38 3.58% 189.80 4.72% 244.59 6.54%
Ballerinas 82.37 1.95% 177.54 4.42% 57.86 1.55%
Metallic Range 53.51 1.27% 31.57 0.79% 7.66 0.20%
Ethnic Thongs 54.78 1.30% 39.59 0.98% 38.87 1.04%
Mules 9.37 0.22% 18.38 0.46% 28.71 0.77%
Formal Heel Shoes 28.59 0.68% 25.18 0.63% 54.35 1.45%
Sneakers 16.35 0.39% 4.59 0.11% 0.06 0.00%
Arch Support 4.83 0.11% 5.59 0.14% 0.01 0.00%
Winter Boots 2.89 0.07% 15.67 0.39% 21.48 0.57%
Others* 195.82 4.63% 246.20 6.12% 250.07 6.68%
Total 4,225.74 100.00% 4,020.30 100.00% 3,741.62 100.00%
* Others includes Apparels, Masks, Footwear Raw Materials
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

Geography-wise Revenue is as follows:

Domestic
₹ in lakhs
March 31, % of Total March 31, % of Total March 31, % of Total
State
2025 Revenue 2024 Revenue 2023 Revenue
Delhi 1,559.69 36.91% 1,279.61 31.83% 433.94 11.60%
Maharashtra 456.33 10.80% 407.75 10.14% 594.79 15.90%
Karnataka 381.78 9.03% 330.87 8.23% 528.44 14.12%
Uttar Pradesh 235.81 5.58% 229.02 5.70% 158.87 4.25%
Telangana 172.13 4.07% 154.89 3.85% 103.04 2.75%
Tamil Nadu 135.87 3.22% 107.87 2.68% 66.38 1.77%
Haryana 402.77 9.53% 625.89 15.57% 1,233.45 32.97%
Kerala 98.42 2.33% 85.91 2.14% 54.76 1.46%
West Bengal 104.39 2.47% 98.51 2.45% 66.54 1.78%
Gujarat 79.94 1.89% 79.33 1.97% 50.91 1.36%
Andhra Pradesh 57.14 1.35% 56.21 1.40% 37.82 1.01%
Rajasthan 65.15 1.54% 62.09 1.54% 41.21 1.10%
Punjab 59.87 1.42% 61.52 1.53% 44.29 1.18%

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March 31, % of Total March 31, % of Total March 31, % of Total

State
2025 Revenue 2024 Revenue 2023 Revenue
Assam 51.33 1.21% 56.50 1.41% 37.28 1.00%
Madhya Pradesh 46.29 1.10% 47.44 1.18% 31.12 0.83%
Bihar 48.28 1.14% 48.24 1.20% 34.25 0.92%
Odisha 36.41 0.86% 37.87 0.94% 23.53 0.63%
Jammu & Kashmir 32.72 0.77% 37.33 0.93% 28.43 0.76%
Uttarakhand 30.10 0.71% 29.00 0.72% 21.04 0.56%
Himachal Pradesh 23.48 0.56% 24.00 0.60% 16.47 0.44%
Goa 28.91 0.68% 30.41 0.76% 22.92 0.61%
Jharkhand 24.58 0.58% 25.69 0.64% 20.19 0.54%
Meghalaya 14.74 0.35% 17.15 0.43% 12.69 0.34%
Chhattisgarh 15.01 0.36% 14.45 0.36% 9.80 0.26%
Nagaland 12.96 0.31% 15.69 0.39% 14.12 0.38%
Mizoram 10.36 0.25% 15.04 0.37% 13.58 0.36%
Sikkim 7.28 0.17% 7.78 0.19% 6.92 0.18%
Chandigarh 8.28 0.20% 9.33 0.23% 6.35 0.17%
Manipur 7.43 0.18% 6.35 0.16% 12.77 0.34%
Arunachal Pradesh 6.62 0.16% 7.20 0.18% 6.60 0.18%
Puducherry 2.95 0.07% 2.45 0.06% 1.74 0.05%
Tripura 3.61 0.09% 4.56 0.11% 3.11 0.08%
Ladakh 2.09 0.05% 1.94 0.05% 1.95 0.05%
Andaman & Nicobar Islands 1.64 0.04% 1.25 0.03% 1.16 0.03%
Dadra & Nagar Haveli 1.31 0.03% 1.15 0.03% 1.12 0.03%
Lakshadweep 0.08 0.00% 0.01 0.00% 0.02 0.00%
Total 4,225.74 100.00% 4,020.30 100.00% 3,741.62 100.00%
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

Marc Loire’s footwear products have reached almost in every part of India, covering all 28 states and the 8 union territories.
This comprehensive reach allows the brand to cater to diverse customer bases across the country, from urban to rural areas,
and in a variety of climates and cultural settings. Marc Loire has established itself as a well-known footwear brand with
accessibility in major cities, towns, and even smaller localities, ensuring its products are within reach of the entire Indian
market. This extensive network supports Marc Loire in building brand loyalty and customer trust across different regions
and demographics in India.

Region-wise Sales are as follows:

₹ in lakhs
March 31, % of Total March % of Total March % of Total
Region
2025 Revenue 31, 2024 Revenue 31, 2023 Revenue
Eastern 343.00 8.12% 355.02 8.83% 261.38 6.99%
Western 677.93 16.04% 628.19 15.63% 742.08 19.83%
Northern 2,354.81 55.73% 2,297.64 57.15% 1,944.81 51.98%
Southern 850.00 20.11% 739.45 18.39% 793.35 21.20%
Total 4,225.74 100.00% 4,020.30 100.00% 3,741.62 100.00%
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

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Our products are available through a pan-India at Reliance Centro Store and Lulus Group International Mall and Online
Through our Selling Channels and Partners.

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Pictures of our offline store at Reliance Centro Stores

Delhi Patna Pune

Vishakhapatnam Indore Siliguri

Nagpur Guwahati Jaipur

Bangalore Bhubaneswar Ahmedabad

Gurgaon Hyderabad Cochin

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Pictures of our offline store at Lulus Group International

Trivandrum Palakkad Lucknow

Calicut Cochin Hyderabad Bangalore

Pictures of our offline store at Zuup (Red Chief)

OUR COMPETITIVE STRENGTHS

The company has firmly established itself in the footwear industry through both online and offline channels. Its innovative
designs and rigorous quality control have enabled it to deliver top-tier comfortable and trendy footwears to customers at
competitive prices. Some of the specific strengths of the Company are provided as below:

Strong Brand Recognition:

Marc Loire has developed well established market presence and solid brand recognition in certain parts of India, built over
a decade of consistent business operations. This brand has established itself as a trusted name, evident from repeat purchases
by our customers. This repeat purchase reflects the brand's ability to consistently meet customer expectations and maintain
a high level of satisfaction, driving customer loyalty. The brand’s success is likely attributed to quality, reliability, and a
focus on customer-centric values, which have resonated well with its customer base. Marc Loire’s established reputation
gives it a competitive advantage, distinguishing it from other brands and fostering a loyal consumer community that trusts
its products.

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Strong Supply Chain:

Marc Loire has established a resilient supply chain network that is integral to its operational success and market agility. This
network is anchored by a robust domestic vendor ecosystem, which emphasizes supporting local manufacturing and reducing
reliance on imported components. By sourcing materials and components primarily within India, Marc Loire not only
strengthens its commitment to indigenous production but also reduces its exposure to international supply chain disruptions,
ensuring a more stable and predictable production process. Our vendor relationships are key to its ability to respond swiftly
to changing market trends. Regular and proactive engagement with vendors allows Marc Loire to efficiently translate
emerging consumer preferences into market-ready products. Vendors play a strategic role in Marc Loire's innovation
pipeline, helping the brand to experiment with new designs, materials, and production techniques while maintaining high-
quality standards.

Strong Online Presence:

Marc Loire’s fast-growing online presence is a vital component of its sales, allowing it to reach customers widely and boost
brand visibility. By strategically positioning its products on major B2C platforms like Amazon, Flipkart, and Myntra, Marc
Loire is able to cater directly to consumers who prefer the convenience and accessibility of online shopping. These platforms
give Marc Loire access to thousands of potential customers, enabling the brand to grow its footprint, transcending the
limitations of physical stores. Marc Loire’s strong online presence enables it to stay responsive to digital trends and customer
behaviors, which are increasingly shifting toward e-commerce. Through online channels, Marc Loire can effectively promote
new launches, offer seasonal collections, and run targeted marketing campaigns. The online platform’s data insights also
provide valuable information on customer preferences and purchasing patterns, enabling Marc Loire to fine-tune its product
offerings and marketing strategies.

Strong Financial Performance:

Our focus on functional and operational excellence has contributed to our track record of robust financial performance. For
the Fiscal 2025, Fiscal 2024 and Fiscal 2023, we generated total income of ₹ 4,246.42 lakhs, ₹ 4,040.07 Lakhs and ₹ 3,743.72
Lakhs respectively, EBITDA of ₹ 629.93 lakhs, ₹ 533.52 Lakhs and ₹ 87.33 Lakhs respectively and net profit after tax of ₹
470.54 lakhs, ₹ 407.69 Lakhs and ₹ 65.63 lakhs respectively. We have reported Return on Net Worth of ₹ 43.75%, 67.39%
and 33.27% for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Our steady operating cash flows enable us to
meet the present and future needs of our customers while our strong financial performance in-still confidence in us.

Strong Promoter Background:

Experienced Promoter and Management Expertise Our Promoters, Mr. Arvind Kamboj and Mrs, Shaina Malhotra have been
engaged in the business of footwear for more than 10 years, which gives them an advantage of immense knowledge of the
industry, high contacts with suppliers and better decision-making power. They are involved in the day-to-day business and
management of our Company. We also have a dedicated marketing team which plays an important role in business
development. We believe that our management team’s experience and their understanding of the industry will enable us to
continue to take advantage of both current and future market opportunities.

Strong Integrated System:

Marc Loire has developed an integrated system that optimizes key operational processes, including inventory management,
order management, product picking, packaging, and shipment. This system functions as the backbone of the brand's supply
chain, ensuring that products move seamlessly from warehouses to customers, whether through online channels or retail
partners. Overall, this integrated system is a significant asset for Marc Loire, as it reduces operational costs, minimizes errors,
and improves efficiency across the entire order fulfilment process. It enables the brand to manage high order volumes
smoothly, respond to demand spikes, and deliver a seamless shopping experience to its customers. This streamlined approach
strengthens Marc Loire’s competitive edge, helping it to maintain high standards of service and operational excellence.

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OUR BUSINESS STRATEGIES

Focus on Quality:

Marc Loire places high importance on delivering quality in every product, which is essential for building trust and loyalty.
By ensuring that materials, design, and expertise meet rigorous standards, Marc Loire has built a reputation for durability
and comfort. This quality-first approach not only attracts new customers but also fosters repeat purchases, solidifying its
position in the market as a reliable and respected brand.

Expand Our Footprint:

Expansion is at the core of Marc Loire’s growth strategy. The brand is actively pursuing new markets and increasing its
presence across India. This includes venturing into both metropolitan cities and rural areas, ensuring access to a broader
customer base. By establishing a strong offline and online presence, Marc Loire aims to reach more consumers and strengthen
its market position.

Strengthen Our Brand Identity:

Marc Loire focuses on building a distinctive brand identity that resonates with consumers. Through consistent branding,
digital marketing, social media engagement, and influencer partnerships, Marc Loire seeks to create an emotional connection
with its customers. A clear and recognizable brand identity enhances customer perception, leading to stronger brand loyalty
and differentiation in a crowded market.

Innovate Our Footwear Products:

Innovation is a key driver for Marc Loire’s product development. The brand continuously explores new designs, materials,
and technologies to keep its offerings fresh and aligned with current trends. By incorporating features like ergonomic design,
sustainable materials, and on-trend styles, Marc Loire appeals to a wide range of consumers, from fashion-conscious
individuals to those seeking comfort and functionality.

Market Penetration:

Marc Loire is focused on increasing its market share through aggressive market penetration strategies. This involves targeted
marketing campaigns, pricing strategies, and product diversification to capture the attention of new customer segments. By
enhancing visibility and accessibility, the brand aims to establish itself as the preferred choice among footwear brands in
India.

Focusing on Strategic Working Capital Management:

Efficient working capital management is vital for sustaining business growth. Marc Loire strategically manages its cash flow,
inventory, and payables to maintain a healthy financial position. By optimizing inventory turnover, minimizing costs, and
ensuring timely payments, Marc Loire can reinvest in growth initiatives and sustain its operations smoothly.

Widen Our Product Portfolio:

To appeal to a broader audience, Marc Loire continuously expands its product range, including new categories, styles, and
seasonal collections. This strategy enables the brand to meet diverse consumer needs, from casual and formal footwear to
athletic and outdoor styles. By offering a wide selection, Marc Loire can capture customers with different preferences and
purchasing motivations, making it a versatile, go-to brand for various occasions and demographics.

OUR RETAIL NETWORK

The retail segment of our Company can largely be divided into three verticals; being:
• Online Market Place and Company Website
• Shop-in-Shop Stores (SiS)
• Whole sellers
• Exclusive Brand Outlets (EBO) - Proposed

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Online Market Place and Company Website

Our brand, Marc Loire, holds a strong and growing presence across major e-commerce platforms, firmly establishing itself
in the women's footwear category. With an expanding product catalogue and favourable customer reviews, we continue to
see substantial growth, especially on Myntra and Amazon India.

In addition to these platforms, Marc Loire's footprint extends to other prominent e-commerce sites, including Flipkart,
Limeroad, Jio Mart, Snapdeal, Nykaa, and more, ensuring our products reach a broad and varied customer base across India.
Currently, we maintain an extensive catalogue of around 800 unique styles within the women’s footwear category, offering
a diverse selection to cater to every fashion preference and need.

Beyond third-party platforms, customers can also shop directly on our official website, www.marcloire.com, where we
provide exclusive collections, promotions, and a more personalized shopping experience. Through our comprehensive online
presence and dedication to style innovation, Marc Loire continues to strengthen its position as a go-to brand for women’s
footwear in India’s dynamic e-commerce market.

We provide a broad range of footwear products to our customers which increases the scope of our customers on online
marketplace i.e. Amazon, Myntra, Flipkart, Ajio, Nykaa and others. The following is the metrics of turnover:
₹ in lakhs
Portal March 31, % of Total March 31, % of Total March 31, % of Total
2025 Revenue 2024 Revenue 2023 Revenue
Online Marketplace
- Amazon 1,346.51 31.86% 901.91 22.43% 541.97 14.48%
- Myntra 987.05 23.36% 1,114.33 27.72% 933.42 24.95%
- Flipkart 109.71 2.60% 249.46 6.21% 166.13 4.44%
- Ajio 80.80 1.91% 516.92 12.86% 1,716.57 45.88%
- Nykaa 38.98 0.92% 69.09 1.72% 82.21 2.20%
- Limeroad 6.41 0.15% 14.87 0.37% 1.85 0.05%
- Meesho 0.90 0.02% - 0.00% - 0.00%
- Snapdeal 3.24 0.08% 0.48 0.01% 2.14 0.06%
- Jiomart 0.15 0.00% 0.26 0.01% - 0.00%
- Popclub 0.65 0.02% - 0.00% - 0.00%
- TataCliq - 0.00% - 0.00% 0.96 0.03%
- Glowroad - 0.00% 0.57 0.01% - 0.00%
Total 2,574.48 60.92% 2,867.89 71.34% 3,445.25 92.08%
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

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Our Online Presence

Shop-in-Shop Stores (SiS):

For the past nine years, we have successfully expanded our retail reach through a shop-in-shop format, a strategic approach
that allows customers to discover our products within established retail environments, enhancing accessibility and visibility.
Our footwear collection is prominently available at Lulu Group International fashion stores (through our group entity M/s.
Akash Overseas) in 7 cities such as Lucknow, Cochin, Trivandrum, Hyderabad, Palakkad and Calicut. This partnership with
Lulu Group enables us to showcase our latest styles within some of the most popular and high-traffic retail locations, helping
us build a strong customer base across these regions.

In addition to Lulu Group stores, our brand is also featured in Reliance Centro Stores, with a presence in 15 locations across
India. These stores are situated in major metropolitan and tier-2 cities such as Delhi, Indore, Hyderabad, Bangalore, Indore,
Pune, Patna, Jaipur, Guwahati, Vishakhapatnam, Bhubaneswar, Ahmedabad, Nagpur, Gurgaon and Siliguri. Our presence
in Reliance Centro Stores further strengthens our reach across diverse geographical markets, making our products more
accessible to customers nationwide.
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In December 2024, we further strengthened our distribution by signing an MoU to offer our footwear through Zuup by Red
Chief’s omni-channel and offline retail platforms. As part of this initiative, our products are now available at Zuup by Red
Chief’s store in Gorakhpur.

By positioning our products in these prominent retail spaces, we leverage the shop-in-shop model to deliver a seamless in-
store shopping experience, where customers can directly interact with our products, feel the quality, and choose from a
curated selection of footwear. This strategy not only enhances our brand visibility but also aligns with our goal of establishing
a strong retail footprint in India’s competitive footwear market.

The shop in shop (SiS) stores, creating a branded retail space within another store. Presently, our products are available at
Reliance Centro Store and Lulus Group International Mall. An agreement is executed with store owners which is subject to
renewal based on the performance and other factors.

Shop-in-Shop Stores No. of Stores City

Reliance Centro Stores 15 Delhi, Hyderabad, Bangalore, Indore, Pune, Patna,
Jaipur, Guwahati, Vishakhapatnam, Bhubaneswar,
Ahmedabad, Nagpur, Gurgaon, Cochin and Siliguri
Zuup (Red Chief) 1 Gorakhpur
Lulu Group International 7 Lucknow, Cochin, Trivandrum, Hyderabad, Palakkad,
Calicut and Bangalore

The metrics of turnover from Shop-in-Shop (SiS) Stores:

₹ in lakhs
Portal March 31, % of Total March 31, % of Total March 31, % of Total
2025 Revenue 2024 Revenue 2023 Revenue
Shop-in-Shop Stores
- Reliance Centro Store 65.27 1.54% 88.17 2.19% - -
- Zuup (Red Chief) 2.04 0.05% - - - -
Total 67.31 1.59% 88.17 2.19% - -
* Our company does not have a direct agreement with Lulu Group International and, therefore, does not sell its footwear products
directly to them. Instead, we sell our products to our Promoter Group entity, Akash Overseas, through the wholesale channel.
Akash Overseas, in turn, has a direct agreement with Lulu Group International to sell our Marc Loire brand footwear.
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

Wholesale:

In addition to our direct-to-consumer and retail operations, we also cater to wholesalers by offering our women’s footwear
products in bulk quantities tailored to meet their specific requirements. This wholesale service is designed to support large-
scale distribution, allowing wholesalers to source from our extensive and diverse footwear collection efficiently.

We understand the needs of wholesalers for timely, large-volume orders that can support retail demands across various
markets. With a product lineup that spans more than 800 unique styles, we offer wholesalers a wide selection, from elegant
heels and trendy flats to functional sneakers, formal loafers, wedges, and athleisure footwear. This variety empowers our
wholesale clients to choose products that align with their market demands and consumer preferences, ensuring they can offer
a comprehensive range to their customers.

Through our wholesale operations, we strive to build long-term, mutually beneficial partnerships. By maintaining
competitive pricing, consistent quality, and reliable delivery schedules, we enable our wholesale clients to effectively meet
the needs of their own retail and end-consumer base. This approach strengthens our brand presence in multiple regions while
allowing wholesalers to benefit from the reputation and popularity of the Marc Loire name in the women’s footwear market.

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Exclusive Brand Outlets (EBO) – Proposed:

Exclusive Brand Outlets (EBO) is a Footwear retail outlet which operates under single brand name and exclusively sells
products only of one brand. Our company proposed to open 15 (fifteen) Exclusive Brand Outlets (EBOs) under COCO
(Company Owned Company Operated) model in 15 cities of 9 states. The proposed location of our Exclusive Brand Outlets
will be as follows:

State No. of Stores Location

Delhi 4 Dwaraka, Roshan Mandi, Laxmi Nagar, Durgapuri
Haryana 2 Rajeev Nagar, Sector-47
Uttar Pradesh 2 Ambedkar Road, Sector-49
Karnataka 2 Mantri Square Mall, Phoenix Market City Mall
Gujarat 1 C.G Road
Uttarakhand 1 Dehradun
Rajasthan 1 Madhyam Marg
Maharashtra 1 Moledina Road
Punjab 1 Palassio Mall

These EBOs will be managed, financed and controlled directly by the Company and its personnel. As on date, Our Company
does not have any Company Owned Company Operated Stores (COCO).

COCO stores are those stores which are completely owned by Company and also operated by company. Here, company
finalises a location, executes rent agreement, all the interior work is done on company’s expense. Further company send
stock on the store and then store is inaugurated and all the sales is booked under company from the date of inauguration. All
the expenses of the store are also paid by the company also like rent, salary, light bill, etc.

FUTURE PROSPECTS

As part of our strategic growth and diversification plan, our company intends to make significant strides in expanding our
domestic footprint and product offerings in the Indian footwear market. A key component of this initiative involves launching
15 exclusive brand outlets (EBOs) in prominent cities across India. These locations are identified by our companies based
on past sales in these areas. These outlets will be dedicated Marc Loire stores, designed to provide a unique and engaging
shopping experience where customers can interact directly with our brand, try on products, and experience the quality and
style that define Marc Loire.

These exclusive stores will offer a curated showcase of our latest and most popular women’s footwear collections and serve
as a platform to debut our new men’s footwear line, marking an important expansion into a new market segment. By entering
the men’s footwear category, we aim to broaden our consumer base, bringing our commitment to style, comfort, and
innovation to a wider audience.

In line with our expansion plans, we also intend to grow our product portfolio from 800 to approximately 2,150 distinct
styles. This ambitious increase will include an extensive range of women’s footwear, covering every footwear category and
occasion, from formal shoes and casual wear to athleisure, workwear, and specialty shoes. This broadened portfolio will
enable us to cater to diverse style preferences, seasonal demands, and emerging trends, solidifying Marc Loire’s position as
a comprehensive footwear brand for both men and women.

By executing this dual expansion strategy i.e. launching exclusive brand outlets and significantly expanding our product
range, we aim to enhance our brand visibility, customer reach, and market competitiveness. These initiatives are poised to
make Marc Loire a household name in Indian footwear, known not only for high-quality women’s footwear but also as a
trusted brand in women’s footwear, with offerings that cater to every style and need.

Moving ahead, Marc Loire plans to expand its product portfolio by launching men’s footwear products and market presence
and diversify its retail strategy by exploring partnerships for its footwear products through various business models which
includes Exclusive Brand Outlets (EBOs) on a Franchisee Basis, Multi Brand Outlets (MBOs), Large Format Stores (LFS)
and Shop-in-Shop (SiS) Stores. By adopting this multi-channel retail strategy, Marc Loire aims to strengthen its market
footprint, enhance accessibility for customers, and increase its brand presence across diverse retail formats in both urban and
semi-urban markets.

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SWOT Analysis:

Strengths Weakness
o Established operations and proven track record o Insufficient market reach
o Quality Assurance and Standards o Heavy dependence on suppliers
o Experienced Management Team o High working capital requirement
o Satisfied customer with quality and service o Limited pricing power due to fragmentation in the
o Smooth flow of operations industry
o Strong business model o Weak working capital management

Opportunities
o Growing acceptance by consumers Threats
o Growth in E-commerce o Increase Competition from Big Players
o Rise in demands o Change in Government Policies
o Opportunities in Indian Market o Rising labour wages
o Government Initiatives o Margins may be constrained in the future
o Investment Opportunities o No entry barriers in our industry which puts us to
o Expanding to emerging markets the threat of competition from new entrants

OUR CUSTOMERS

The company sells its products majorly to different States in India. The following is the breakup of the top five and top ten
customers/suppliers of our Company f for the financial year ended on March 31, 2025, March 31, 2024 and March 31, 2023:
₹ in lakhs
March 31, 2025 March 31, 2024 March 31, 2023
Particulars
Amount In % Amount In % Amount In %
Top Customer
Top 1 Customer 1,346.51 31.86% 1,114.33 27.72% 1,716.57 45.88%
Top 5 Customers 2,841.34 67.24% 3,062.75 76.18% 3,472.79 92.82%
Top 10 Customers 3,489.59 82.58% 3,689.07 91.76% 3,697.29 98.82%
Top Suppliers
Top 1 Supplier 347.15 16.02% 548.20 21.14% 401.99 25.21%
Top 5 Suppliers 1,092.96 50.43% 1,490.32 57.48% 890.51 55.84%
Top 10 Suppliers 1,723.73 79.54% 1,996.17 76.99% 1,171.77 73.47%
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

OUR SUPPLIERS

We have a reasonably good network of suppliers from whom we directly procure the footwear products. We have a dedicated
sourcing team that is responsible for sourcing raw materials used to manufacture our products according to our procurement
standards, and to monitor the manufacturing of our finished products. By virtue of our established presence in the industry
and longstanding relationships with our vendors, we 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.

Manufacturing and Distribution Infrastructure

Our procurement, outsourced manufacturing, supply chain and distribution processes are based upon data analytics, with
every stage being system-driven. This includes the procurement of materials, allocation of manufacturing to different
outsourced factories, 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 needs of our customers. We operate a fully integrated supply
chain with high-end quality control standards in the procurement of footwear products, an essential component used for the
manufacturing of our products.

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Our manufacturing process is outsourced which provides an attractive return on capital for our business. We engage our
manufacturers on contract, so as to maintain our low-cost business model, and production is allocated on a purchase order
basis. The factories provide us with manufacturing services strictly in compliance our quality standards and requirements.
We have longstanding relationships with these manufacturers.

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 seasonal trends and costs incurred in connection with procurement, production, marketing and other
ancillary expenses. Our products are uniformly priced across our SiS and the online channel, subject to seasonal trends and
discounts, and we strive to ensure that our products remain aspirational yet value for money for our customers. We
exclusively manage and regulate the prices at which our products are sold across our SiS and the online channel.

Design and Merchandising

Product designing is very important part of our business, considering the same, we already have an experienced team for
product designing which gives us an advantage to analyse before taking up any production plan. The whole merchandising
process is closely monitored and directed by the top management to make sure right products are delivered at the store. We
have been working with multiple vendors for multiple categories so we have advantage of price negotiation with the supplier
on clear terms. Our design team stays sharp by getting various inputs channelling new information into their creative tanks.
Our in-house design team has love for the product and the process too.

Market research and data analysis

The Indian retail footwear industry is driven through many factors and the Indian consumers are influenced through many
driving factors such as design of the product, geographical acceptance of the product, pricing of product, durability of the
product and strength of the product. To make sure we have all the parameters matched we have our internal research of the
product before launching any product.

As we have customers in multiple regions, products are to be prepared as per the geographical trend in Women’s footwear
category. The merchandising team has been provided with many options to run research on any product before launching it
in the market.

The sales team being on the field has more understanding of consumer’s demand. So, first reviews are shared by the sales
team to the merchandising team, thereafter the merchandising team does market research.

Merchandising takes into account how our products come across to consumers as they interact with them in a retail setting,
and applies certain techniques to make those interactions as impactful as possible. It consists of activities carried out by both
marketing and sales, setting up promotional displays, and tracking results of merchandising efforts. One of the joys in
working with an in-house design team is they are immersed in our brand. They understand the brand, our business, how one
wants to be perceived by consumers, marketing goals and they make sure that every decision reflects our brand. Each designer
on the in-house design team brings unique industry experience and knowledge, which benefits from time after time. An in-
house design team allows for the flexibility needed to move projects around or shift work to available designers.

Footwear specially in Women’s category is a fundamentally art-based business that will always require creative direction to
ensure that products remain innovative, relevant, and beautiful for the consumer.

The value of Brand for an in-house design team is the most important part. This goes beyond simply creating brand guidelines
and defining strategy, to actively controlling what is produced and distributed externally.
Sourcing and manufacturing network

Our Company has more than 40 vendors from whom whole finished goods and Raw Material Stocks are purchased. Our
company also manufactured products through our 2 (two) group entities i.e. M/s. Daresouls Private Limited (Handles the
manufacturing of finished products) and M/s. Fashinkhor.com (Manages the Knitting plant of high quality 20 imported
machines to manufacture uppers of all athleisure wear category).

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Supply line Management: Every Purchase decision is made basis present and historical data being generated by inhouse data
team. Weekly, Monthly and Seasonal sales Trends are analysed before a Single purchase order is raised. Similarly, Vendors
are tracked for their lead time performance in order to optimise working capital. High Performing SKUs and Slow-moving
SKUs are tracked daily in order to sanitize and optimize catalogue for best possible product mix being offered to customers
every season.

Raw Material Cost Optimization: Company starts by purchasing raw material (Like: Rexins and Soles) for the fast-moving
products directly from manufacturers at lower prices using economies of scale and sells it to our registered Vendors
producing finished product.

Manufacturing: Once raw materials are procured, they are either processed in manufacturing unit owned by our group entities
or outsourced to our trusted partners. The production involves converting raw materials into finished products. To avoid
Supply hiccups in fast moving and best performing category of Athleisure wear, promoters have invested heavily in Knitted
Fabric raw material manufacturing plant of shoe Uppers and further assembling Unit under Daresouls Pvt Ltd to assemble
them and convert raw material into finished product. This makes sure a regular supply of best performing articles is there to
parent company throughout the year at competitive prices.

Product-wise Purchases of our Company is as follows:

₹ in lakhs
Products March 31, % of Total March 31, % of Total March 31, % of Total
2025 Revenue 2024 Revenue 2023 Revenue
Footwear 2,014.82 92.97% 2,337.09 90.14% 1,339.80 84.01%
Apparels - - 0.92 0.04% 30.58 1.92%
Masks 0.59 0.03% 1.27 0.05% 7.03 0.44%
Raw Materials (i.e. Sole, Footpad,
151.77 7.00% 253.36 9.77% 217.46 13.64%
Rexin etc.)
2,167.18
Total 100.00% 2,592.64 100.00% 1,594.86 100.00%
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

Geography-wise Purchases is as follows:

₹ in lakhs
State March 31, % of Total March 31, % of Total March 31, % of Total
2025 Revenue 2024 Revenue 2023 Revenue
Delhi 2,004.04 92.47% 1,929.97 74.44% 1,354.08 84.90%
Haryana 103.99 4.80% 400.86 15.46% 160.23 10.05%
Gujarat 15.42 0.71% - 0.00% - 0.00%
Tamil Nadu 12.58 0.58% - 0.00% - 0.00%
Telangana 7.10 0.33% - 0.00% 10.25 0.64%
Uttar Pradesh 11.53 0.53% 10.05 0.39% 12.87 0.81%
Karnataka 8.07 0.37% 191.06 7.37% 13.18 0.83%
Maharashtra 4.03 0.19% 58.97 2.27% 44.26 2.78%
West Bengal 0.36 0.02% - 0.00% - 0.00%
Uttarakhand 0.08 0.00% 1.72 0.07% - 0.00%
Total 2,167.18 100.00% 2,592.64 100.00% 1,594.86 100.00%
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

Inventory and logistics

The company has adequate storage capacity for its inventory holding located at Delhi. The warehouse is spread across 17,000
sq.ft and equipped with proper Electricity supply, Electrical fittings, IT infra as computers, printers, scanners for the team to
effectively work. The warehouse also has more than 550 Storage racks which gives approx. storing capacity of 2,00,000
footwear.

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As the warehouse is located in the city and to transportation facility of inward and supply to stores is available very easily.
Labours as and when required are available from local area as to manage the loading and unloading of transport vehicles.
Any stock inward is first received at warehouse and quantity is confirmed. After which it is stacked as per the product
category and dispatch is done regularly as per the requirements from buyers, stores and e-commerce agencies.

In addition to our Delhi Warehouse, we extend our inventory distribution to prominent e-commerce platforms such as
Amazon, Myntra, Flipkart, Ajio, Nykaa, and others. Our inventories are strategically stored in their warehouses located
across key states in India, including Telangana, Gujarat, Karnataka, West Bengal, Punjab, Madhya Pradesh, Maharashtra,
Haryana, and Tamil Nadu. This widespread distribution network ensures timely availability of our products across various
regions, enhancing customer satisfaction and delivery efficiency.

To maintain optimal stock levels, we regularly monitor inventory status through the portals of these platforms. By analyzing
real-time data, we promptly identify product demand trends and ensure seamless supply to meet market requirements. This
approach not only minimizes stockouts but also ensures our customers receive high-quality products in a timely manner,
strengthening our presence in the competitive e-commerce landscape.

Our inventories as on Fiscal 2025, Fiscal 2024 and Fiscal 2023 are as follows:

March 31, 2025 March 31, 2024 March 31, 2023

(₹ in lakh) (₹ in lakh) (₹ in lakh)
973.79 732.21 127.46

Some pictures of our Delhi Warehouse are as follows:

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, footwear inspections, quality checks and
product quality tracking.

In addition, as part of our quality control measures, we regularly inspect the premises, facilities and the manufacturing
processes of the vendors. We have a dedicated quality assurance team responsible for ensuring compliance with our
established quality standards. Moreover, to ensure compliance with our quality management systems and statutory and
regulatory compliance, we offer trainings to our staff on quality standards of our brands and products.

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Competition

We derive majority of our revenue from operations from online e-commerce platforms. Online retailing has increased
substantially in the past few years and current trends of discounting and price competition could lead to consumers getting
habituated to price driven purchases. Various companies offer a wide variety of products, including the products that we
retail through our stores, on the internet at different price points.

Online retailing has witnessed intense competition in India with deep discounts and regular promotions offered by several e-
tailers. We may be unsuccessful in competing against present and future competitors, ranging from large and established
companies to emerging start-ups, both Indian and large, multi-national, e-commerce companies operating in India. Our
consumers may prefer purchasing such products from these online stores because of factors like heavy discounts and variety
of products. This could adversely affect the sales at our retail stores and could have a material adverse effect on our business,
financial condition and results of operations.

Increasing attractiveness of online channels for customers, driven by offers and discounts, could impact the operations of
our channel partners who operate Franchise Stores and impact on their financial position. This can impact the ability of our
retail channel partners to grow, as well as pay us on time. Resultantly, they could also demand higher margins to counter the
effect of the online competition. In the event that we are competing with e-tailers, our business prospects could be adversely
affected.

Sales and Marketing

Our company produce distinctive marketing and advertising campaigns that generate high customer engagement. We have
invested significantly in digital marketing initiatives to build our presence online (including advertising on social media and
collaborations with influencers). Our marketing and advertising initiatives also include digital advertisements such as
advertisements on social media channels like Instagram, Facebook etc, in order to connect with a larger customer base. We
believe our digital marketing and advertising initiatives shall drive well brand recall rate and shall boost our revenue from
online channels. One of the major marketing strategies that brand adopts is Portal based marketing like PPC (Pay per click)
campaigns being run with online portals like Myntra, Amazon and Flipkart. 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.

HUMAN RESOURCE

An effective and efficient human resource are a key to the success of any organization and our Company has been well
focused in adopting the best standards in the industry which not only gives us the benefit of attracting good talent but gives
us an edge towards providing best qualitative services to our customers. Our manpower is a mix of experienced and young
talent pool of resources which gives us the dual advantage of stability and growth. Our work processes and /skilled resources
together with our strong management team have enabled us to successfully implement our growth plans. Our dedicated staff
members are the backbone of our successes and none of the milestones would have been possible without immense
contribution and dedication on their part. The details of department wise number of employees (excluding our directors) as
on May 31, 2025 are given here below:

Departments No. of Employees

Legal & Secretarial 01
Accounts & Finance 03
Operations 04
Warehouse and Quality Control 03
Sales Personnel 09
Total 20*
* 18 employees are covered under EPF.

The management of Marc Loire Fashions Limited plays an imperative role in developing a cordial and rewarding relationship
with its employees. We are committed to being the employer of choice, attracting and retaining the best of professionals. By
developing a structure, systems and a workplace culture that provides challenging jobs, rewards performance and delivers
opportunities continuously, the group is striving to get the best out of its most valuable asset - its people. Powering that quest
is an entire range of human resource initiatives aimed at realizing its potential.

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INSURANCE POLICIES OF OUR COMPANY

Policy No. Type of policy Policy Period Nature of Policy Issuing Total Sum
Coverage Office Assured (₹ in
lakhs)
All kinds of Bajaj Allianz
OG-25-1155-4010- Burglary April 27, 2025 to stocks to be General
910.00 lakhs
00001394 Insurance Policy April 26, 2026 insured trading in Insurance
footwear Company Ltd.
All kinds of Bajaj Allianz
Bharat Laghu
OG-26-1155-4057- April 27, 2025 to stocks to be General
Udyam Suraksha 910.00 Lakhs
00000023 April 26, 2026 insured trading in Insurance
Policy Schedule
footwear Company Ltd.

INTELLECTUAL PROPERTY DETAILS

Logo/Word Class Trademark Trademark Date of Issue Valid up to

No. Type

MARCLOIRE 35 2698561 Word March 13, 2014 March 13, 2034

MARC LOIRE 25 2698562 Word March 13, 2014 March 13, 2034

December 24, December 24,

25 4793621 Device
2020 2030

December 24, December 24,

25 4793622 Device
2020 2030

DARESOULS 28 6015502 Word July 11, 2023 July 11, 2033

BEDAREFIT 28 6015503 Word July 11, 2023 July 11, 2033

25 6088388 Device August 29, 2023 August 29, 2033

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Logo/Word Class Trademark Trademark Date of Issue Valid up to

No. Type

25 6088389 Device August 29, 2023 August 29, 2033

25 6088390 Device August 29, 2023 August 29, 2033

PROPERTY DETAILS

Owned Property: Nil

Rented Property: As per below mentioned details

Details of the Deed/ Agreement Particulars of the property, description Tenure of Usage
and area Lease

Rent Agreement dated November First Floor of Plot No. 426/1, area 11 months Registered
13,2024 entered between Mrs. Saroj measuring 400 sq. yds., situated at Rani commencing Office
(“Landlord”) and M/s. Marc Loire Khera Road, Village Mundka, Delhi. from November
Fashions Limited (“Tenant”) 01, 2024
Rent Agreement dated November 13, Third Floor of Plot No. 426/1, area 11 months Warehouse
2024 entered between Shri Atul Rana measuring 400 sq. yds., situated at Rani commencing
(“Landlord”) and M/s. Marc Loire Khera Road, Village Mundka, Delhi. from November
Fashions Limited (“Tenant”) 01, 2024
Rent Agreement dated November 13, Ground Floor of Plot No. 428/1, area 11 months Warehouse
2024 entered between Smt. Nisha measuring 555 sq. yds., situated at Rani commencing
Agarwal (“Landlord”) and M/s. Marc Khera Road, Village Mundka, Delhi. from November
Loire Fashions Limited (“Tenant”) 01, 2024
Rent Agreement dated November 13, First Floor of Plot No. 428/1, area 11 months Warehouse
2024 entered between Smt. Nisha measuring 555 sq. yds., situated at Rani commencing
Agarwal (“Landlord”) and M/s. Marc Khera Road, Village Mundka, Delhi. from November
Loire Fashions Limited (“Tenant”) 01, 2024

PLANT AND MACHINERY

Our Company does not have any plant and machinery as our Company is not having any Manufacturing Facility.

CAPACITY AND CAPACITY UTILIZATION

As we do not have any own manufacturing facility, thus any specific data relating to capacity and capacity utilization is not
applicable to our Company.

EXPORT AND EXPORT OBLIGATIONS

As on the date of this Prospectus, our Company does not have any Export obligations.

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KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by the Government of India
and other regulatory bodies that are applicable to our business. The information detailed in this chapter has been obtained
from various legislations, including rules and regulations promulgated by the regulatory bodies that are available in the
public domain. The regulations and policies set out below may not be exhaustive and are only intended to provide general
information to the investors and are neither designed nor intended to be a substitute for professional legal advice. The
Company may be required to obtain licenses and approvals depending upon the prevailing laws and regulations as
applicable.

The business of our Company requires, at various stages, the sanction of the concerned authorities under the relevant
Central, State legislation and local bye-laws. The following is an overview of the important laws, regulations and policies
which are relevant to our business in India. Certain information detailed in this chapter has been obtained from publications
available in the public domain. The description of law, regulations and policies set out below are not exhaustive, and are
only intended to provide general information to bidders and is neither designed nor intended to be a substitute for
professional legal advice.

In addition to what has been specified in this prospectus, taxation statutes such as the Income Tax Act, 1961 and Central
Goods and Services Tax Act, 2017, various labour laws and other miscellaneous laws apply to us as they do to any other
Indian company. The statements below are based on the current provisions of Indian law, and the judicial and administrative
interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or
judicial decisions. For details of government approvals obtained by us, see the chapter titled “Government and Other
Approvals” beginning on page no 232 of this prospectus.

Depending upon the nature of the activities undertaken by our Company the following are the various regulations applicable
to our company

APPROVALS

For the purpose of the business undertaken by our Company, our Company is required to comply with various laws, statutes,
rules, regulations, executive orders, etc. that may be applicable from time to time. The details of such approvals have more
particularly been described for your reference in the chapter titled “Government and Other Approvals” beginning on page
number 232 of this prospectus.

APPLICABLE LAWS AND REGULATIONS

BUSINESS/TRADE RELATED LAWS/REGULATIONS

The Micro, Small and Medium Enterprises Development Act, 2006

The MSMED Act, was enacted to promote and enhance the competitiveness of Micro, Small and Medium Enterprise
(“MSME”). A National Board shall be appointed and established by the Central Government for MSME enterprise with its
head office at Delhi in the case of the enterprises engaged in the manufacture or production of goods pertaining to any
industry mentioned in first schedule to Industries (Development and Regulation) Act, 1951. The Government, in the Ministry
of Micro, Small and Medium Enterprises has issued a notification dated 01st June, 2020 revising definition and criterion and
the same came into effect from 01st July, 2020. The notification revised the definitions as “Micro enterprise”, where the
investment in plant and machinery or equipment does not exceed one crore rupees and turnover does not exceed five crore
rupees; “Small enterprise”, where the investment in plant and machinery or equipment does not exceed ten crore rupees and
turnover does not exceed fifty crore rupees; “Medium enterprise”, where the investment in plant and machinery or equipment
does not exceed five crore and turnover does not exceed two hundred and fifty crore rupees.

Consumer Protection Act, 2019 (“COPRA, 2019”)

The CPA came into effect on December 24, 1986. It aims to reinforce the interests and rights of consumers by laying down
a mechanism for speedy consumer grievance redressal. A consumer, his legal heir or representative, as defined under the
CPA including a person who avails of any services for a consideration which has been paid in full or part or promised to be
paid, any voluntary consumer association registered under any applicable law or numerous consumers having the same
interest, or the Central or State Government may lodge a complaint before the district forum or any other appropriate forum
under CPA, inter alia, for:

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(i) Defective or spurious goods or services;

(ii) Unfair or restrictive trade practices;
(iii) Deficiency in services hired or availed;
(iv) Manufacture or provision of hazardous goods/services; and
(v) Misleading or false warranties or guarantee or representations by the manufacturer/service provider.

In addition to awarding compensations and/or corrective orders, the forums and commissions under CPA are empowered to
impose imprisonment of not less than a month, but not exceeding three years, or a fine of not less than two thousand rupees,
but not more than ten thousand rupees, or both.

Factories Act, 1948:

The Factories Act pertains to the regulation of labour in factories. The term ‘factory’ is defined as any premises where 10 or
more workers are working, or were working on any day in the preceding 12 months, and in any part of which a manufacturing
process is ordinarily carried on with the aid of power, or where 20 more workers are working, or were working on any day
in the preceding 12 months, and in any part of which a manufacturing process is ordinarily carried on without the aid of
power. The state governments are empowered to make rules requiring the registration or licensing of factories or any class
of factories. The Factories Act requires the occupier of the factory to ensure, as far as is reasonably practicable, the health,
safety and welfare of all workers while they are at work in the factory. The occupier is required to ensure: (i) that the plants
and systems of work at the factory are safe and without risks to health; (ii) safety and absence of risks to health in connection
with the use, handling, storage and transport of articles and substances; (iii) the provision of such information, instruction,
training and supervision as are necessary to ensure the health and safety of all workers at work, and; (iv) the maintenance of
safe working conditions and working environment.

Shops and establishments legislations in various states

The provisions of local shops and establishments legislations applicable in the states in India where our establishments are
set up require such establishments to be registered. The state shops and establishments legislations regulate the working and
employment conditions of the workers employed in shops and establishments, including commercial establishments, and
provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of
records, maintenance of shops and establishments and other rights and obligations of the employers and employees. These
shops and establishments legislations, and the relevant rules framed thereunder, also prescribe penalties in the form of
monetary fines or imprisonment for the violation of their provisions.

Delhi Shops & Establishments Act, 1954

The Delhi Shops & Establishments Act, 1954 have been established to grant a Trade License which authorizes a corporation
to conduct business or trade within the municipal limit for which it was issued. It generally issued to traders and companies
in Delhi to monitor and control the city’s numerous trade activities.

The Delhi Municipal Corporation Act, 1957

The Delhi Municipal Corporation Bill have been passed by both the Houses of Parliament and was assented by the President
on 28th December, 1957. An Act to consolidate the law relating to the Municipal Government of Delhi

New Delhi Municipal Council Act, 1994

This Act established the New Municipal Council and provided the new legislation for the area. The council is governed by
a 13-member body. The Council constituted mainly for the matters relating to taxation, revenue, budgeting, contracts,
accounts and audit, sanitation, public health, public safety and suppression of nuisances.

The Delhi Fire Services Act, 2007

The Delhi Fire Services Act, 2007 is a legislative enactment that focuses on fire prevention, safety measures, and the
maintenance of fire service in certain buildings and premises in the National Territory of Delhi, National Building Code of
India for the containment, control and extinguishing of fire and for ensuring safety of life and property in case of fire.

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EMPLOYMENT AND LABOUR LAWS

The Code on Wages, 2019 (the “Code”)

The Code received the assent of the President of India on August 8, 2019. The provisions of the Code shall come into effect
from the date notified in the Official Gazette by the Central Government. The Code will replace the four existing ancient
laws namely (I) the Payment of Wages Act, 1936, (ii) the Minimum Wages Act, 1948, (iii) the Payment of Bonus Act, 1965,
and (iv) the Equal Remuneration Act, 1976. The Code will apply to all employees’ and allows the Central Government to
set a minimum statutory wage.

The four existing laws are as follows:

• The Payment of Wages Act, 1936

Payment of Wages Act, 1936, as amended, Payment of Wages (Amendment) Act, 2017 is aimed at regulating the
payment of wages to certain classes of persons employed in certain specified industries and to ensure a speedy and
effective remedy for them against illegal deductions or unjustified delay caused in paying wages to them.

The Act confers on the person(s) responsible for payment of wages certain obligations with respect to the maintenance
of registers and the display in such factory/establishment, of the abstracts of this Act and Rules made there under.

• The Minimum Wages Act, 1948

The Minimum Wages Act, 1948 came into force with an objective to provide for the fixation of a minimum wage payable
by the employer to the employee. Every employer is mandated to pay the minimum wages to all employees engaged to
do any work skilled, unskilled, and manual or clerical (including out-workers) in any employment listed in the schedule
to this Act, in respect of which minimum rates of wages have been fixed or revised under the Act.

• The Payment of Bonus Act, 1965 (the “PoB Act”)

The PoB Act provides for payment of minimum bonus to factory employees and every other establishment in which 20
or more persons are employed and requires maintenance of certain books and registers and filing of monthly returns
showing computation of allocable surplus, set on and set off of allocable surplus and bonus due.

• The Equal Remuneration Act, 1976

The Equal Remuneration Act, 1976 aims to provide for the payment of equal remuneration to men and women workers
and for the prevention of discrimination, on the ground of sex, against women in the matter of employment and for
matters connected therewith or incidental thereto. According to the Remuneration Act, no employer shall pay to any
worker, employed by him/her in an establishment, a remuneration (whether payable in cash or in kind) at rates less
favourable than those at which remuneration is paid by him to the workers of the opposite sex in such establishment for
performing the same work or work of a similar nature. In addition, no employer shall for complying with the foregoing
provisions of the Remuneration Act, reduce the rate of remuneration of any worker. No employer shall, while making
recruitment for the same work or work of a similar nature, or in any condition of service subsequent to recruitment such
as promotions, training or transfer, make any discrimination against women except where the employment of women in
such work is prohibited or restricted by or under any law for the time being in force.

Industrial Relations Code, 2020

The Government of India enacted ‘The Industrial Relations Code, 2020’ which received the assent of the President of India
on September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the Central
Government. It proposes to subsume three separate legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions
Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. Currently the laws are as follows:

• Industrial Disputes Act, 1947

The Industrial Disputes Act, 1947 provides the procedure for investigation and settlement of industrial disputes. When
a dispute exists or is apprehended, the appropriate Government may refer the dispute to a lab or court, tribunal, or
arbitrator, to prevent the occurrence or continuance of the dispute, or a strike or lock-out while proceeding is pending.
The labour courts and tribunals may grant appropriate relief including ordering modification of contracts of employment

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or reinstatement of workers. The ID Act further provides for direct access for the workers to labour courts or tribunals
in case of individual disputes and provided for the constitution of grievance settlement machineries in any establishment
having twenty or more workers.

• Trade Unions Act, 1926

Provisions of the Trade Union Act, 1926 provides that any dispute between employers and workmen or between
workmen and workmen, or between employers and employers which is connected with the employment, or non-
employment, or the terms of employment or the conditions of labour, of any person shall be treated as trade dispute. For
every trade dispute a trade union has to be formed. For the purpose of Trade Union Act, 1926, Trade Union means
combination, whether temporary or permanent, formed primarily for the purpose of regulating the relations between
workmen and employers or between workmen and workmen, or between employers and employers, or for imposing
restrictive condition on the conduct of any trade or business etc.

• Industrial Employment (Standing Orders) Act, 1946 (the “Standing Orders”)

The Standing Orders were passed by the Central Government to bring uniformity in the terms of employment in
industrial establishments so as to minimalize industrial conflicts. The Standing Orders play a key role in defining the
terms and conditions of employment within an industrial employment. The highlights of the Standing Orders such as
classification of workmen, manner of intimation to workers about work and wage related details. Attendance and
conditions for leaves, conditions of termination of employment and means of redressed for workmen in different.

Code on Social Security, 2020

The Government of India enacted ‘The Code on Social Security, 2020 which received the assent of the President of India on
September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the Central Government.
It proposes to subsume several separate legislations including the Employee’s Compensation Act, 1923, the Employees’
State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit
Act, 1961 and the Payment of Gratuity Act, 1972. The laws that the code shall subsume, are currently as follows –

• Employee’s Compensation Act, 1923

The Employees’ Compensation Act, 1923 provides for payment of compensation to injured employees or workmen by
certain classes of employers for personal injuries caused due to an accident arising out of and during the course of
employment. Under the Employees’ Act, the amount of compensation to be paid depends on the nature and severity of
the injury. The Employees’ Act also lays down the duties/obligations of an employer and penalties in cases of non-
fulfilment of such obligations thereof. There are separate methods of calculation or estimation of compensation for injury
sustained by the employee. The employer is required to submit to the Commissioner for Employees’ Compensation a
report regarding any fatal or serious bodily injury suffered by an employee within seven days of death/serious bodily
injury.

• Employee’s State Insurance Act, 1948

It is an Act to provide for certain benefits to employees in case of sickness, maternity and ‘employment injury’ and to
make provision for certain other matters in relation thereto. It shall apply to all factories (including factories belonging
to the Government) other than seasonal factories. The ESI Act requires all the employees of the establishments to which
this Act applies to be insured in the manner provided there under. Employer and employees both are required to make
contribution to the fund. The return of the contribution made is required to be filed with the Employee State Insurance
department.

• Employee’s Provident Fund and Miscellaneous Provisions Act, 1952

The EPF Act is applicable to an establishment employing more than 20 employees and as notified by the government
from time to time. All the establishments under the EPF Act are required to be registered with the appropriate Provident
Fund Commissioner. Also, in accordance with the provisions of the EPF Act, the employers are required to contribute
to the employees’ provident fund the prescribed percentage of the basic wages, dearness allowances and remaining
allowance (if any) payable to the employees. The employee shall also be required to make the equal contribution to the
fund. The Central Government under Section 5 of the EPF Act (as mentioned above) frames Employees Provident
Scheme, 1952.

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• Maternity Benefit Act, 1961

The Act provides for leave and right to payment of maternity benefits to women employees in case of confinement or
miscarriage etc. The Act is applicable to every establishment which is a factory, mine or plantation including any such
establishment belonging to government and to every establishment of equestrian, acrobatic and other performances, to
every shop or establishment within the meaning of any law for the time being in force in relation to shops and
establishments in a state, in which ten or more persons are employed, or were employed, on any day of the preceding
twelve months; provided that the state government may, with the approval of the Central Government, after giving at
least two months’ notice shall apply any of the provisions of this Act to establishments or class of establishments,
industrial, commercial, agricultural or otherwise.

• Payment of Gratuity Act, 1972

The Act shall apply to every factory, mine plantation, port and railway company; to every shop or establishment within
the meaning of any law for the time being in force in relation to shops and establishments in a State, in which ten or
more persons are employed, or were employed, on any day of the preceding twelve months; such other establishments
or class of establishments, in which ten or more employees are employed, on any day of the preceding twelve months,
as the Central Government, may by notification, specify in this behalf. A shop or establishment to which this Act has
become applicable shall be continued to be governed by this Act irrespective of the number of persons falling below ten
at any day. The gratuity shall be payable to an employee on termination of his employment after he has rendered
continuous service of not less than five years on superannuation or his retirement or resignation or death or disablement
due to accident or disease. The five-year period shall be relaxed in case of termination of service due to death or
disablement.

The Contract Labour (Regulation and Abolition) Act, 1970

The Contract Labour (Regulation and Abolition) Act, 1970 is a significant piece of legislation that aims to regulate the
employment of contract labour in certain establishments and provide for its abolition in certain circumstances. This Act,
enacted in 1970, sets out provisions to ensure the welfare and rights of contract labourers, as well as to prevent exploitation
in the realm of contract labour. the Contract Labour (Regulation and Abolition) Act, 1970 plays a crucial role in safeguarding
the rights of contract laborers, regulating their employment, and ensuring fair practices in establishments where contract
labour is utilized.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 (the “Act”)

In order to curb the rise in sexual harassment of women at workplace, this Act was enacted for prevention and redressal of
complaints and for matters connected therewith or incidental thereto. The terms sexual harassment and workplace are both
defined in the Act. Every employer should also constitute an “Internal Complaints Committee” and every officer and member
of the company shall hold office for a period of not exceeding three years from the date of nomination. Any aggrieved woman
can make a complaint in writing to the Internal Committee in relation to sexual harassment of female at workplace. Every
employer has a duty to provide a safe working environment at workplace which shall include safety from the persons coming
into contact at the workplace, organizing awareness programs and workshops, display of rules relating to the sexual
harassment at any conspicuous part of the workplace, provide necessary facilities to the internal or local committee for
dealing with the complaint, such other procedural requirements to assess the complaints.

Child Labour (Prohibition and Regulation) Act, 1986 (the “CLPR Act”)

The “CLPR Act” seeks to prohibit the engagement of children in certain employments and to regulate the conditions of work
of children in certain other employments. Part B of the Schedule to the CLPR Act strictly prohibits employment of children
in cloth printing, dyeing and weaving processes and cotton ginning and processing and production of hosiery goods.

Fire Prevention Laws and The National Building Code of India, 2016

State governments have enacted laws that provide for fire prevention and life safety. Such laws may be applicable to our
offices and Training Centres and include provisions in relation to providing fire safety and life saving measures by occupiers
of buildings, obtaining certification in relation to compliance with fire prevention and life safety measures and impose
penalties for non-compliance. the National Building Code (NBC) promulgates legal provisions governing the safety of
individuals within specific categories of structures, encompassing public, residential, industrial buildings and others as stated
within categories provided therein. These provisions encompass a wide array of critical aspects, including but not limited to
fire safety, disaster management and precautions, as well as accessibility.

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The Private Warehouse Licensing Regulations, 2016 (the “Warehouse Licensing Regulations”)

Warehouse Licensing Regulations provides for the licensing of private warehouses by the principal commissioner of customs
or the commissioner of customs. The Warehouse Licensing Regulations lay down the conditions to be fulfilled for an
applicant to be granted a license and also provide for the term of the license, its non-transferable nature and the procedure
for its surrender.

Certain other laws and regulations that may be applicable to our Company in India include the following:
o Public Liability Insurance Act, 1991 (“PLI Act”)
o Industrial (Development and Regulation) Act, 1951 (“IDRA”)
o Industrial Disputes Act, 1947 (“ID Act”)
o Payment of Bonus Act, 1965 (“POB Act”)
o Payment of Gratuity Act, 1972.
o Child Labour (Prohibition and Regulation) Act, 1986
o Inter-State Migrant Workers (Regulation of Employment and Conditions of Service) Act, 1979
o Equal Remuneration Act, 1976 (“ER Act”)
o Contract Labour (Regulation and Abolition) Act, 1970 (CLRA) and Contract Labour (Regulation and Abolition)
o Central Rules, 1971 (Contract Labour Rules)
o Workmen Compensation Act, 1923 (“WCA”)
o Maternity Benefit Act, 1961 (“Maternity Act”)
o Industrial Employment Standing Orders Act, 1946
o The Employees Compensation Act, 1923 (“EC Act”) and the rules framed thereunder
o Minimum Wages Act, 1948 (“MWA”) and the rules framed thereunder.

GENERAL CORPORATE COMPLIANCE

The Companies Act, 2013

The Companies Act, 2013, has replaced the Companies Act, 1956 in a phased manner. The Act received the assent of
President of India on 29th August 2013. The Companies Act deals with incorporation of companies and the procedure for
incorporation and post incorporation. The conversion of private company into public company and vice versa is also laid
down under the Companies Act, 2013. The procedure related to appointment of Directors, the procedure relating to winding
up, voluntary winding up, appointment of liquidator also forms part of the Act. Further, Schedule V (read with sections 196
and 197), Part I lays down the conditions to be fulfilled for the appointment of a managing or whole-time director or manager.
It provides the list of Acts under which if a person is prosecuted, he cannot be appointed as the director or Managing Director
or Manager of a Company. The provisions relating to remuneration of the directors payable by the companies is under Part
II of the said schedule.

The Delhi State Tax on Professions, Trades, Callings, and Employments Rules, 1975

The Delhi State Tax on Professions, Trades, Callings, and Employments Rules, 1975, is a set of regulations that govern the
imposition and collection of professional tax in the state. These rules, established under the Delhi State Tax on Professions,
Trades, Callings, and Employments Act, 1975, provide guidelines for the assessment, payment, and administration of
professional tax on individuals engaged in various professions, trades, callings, and employments. The Delhi State Tax on
Professions, Trades, Callings, and Employments Rules, 1975, play a crucial role in regulating the imposition and collection
of professional tax in Delhi, ensuring compliance with tax laws and facilitating the administration of professional tax
obligations for various individuals in the state.

The Registration Act, 1908

The Registration Act was passed to consolidate the enactments relating to the registration of documents. The main purpose
for which the Registration Act was designed was to ensure information about all deals concerning land so that correct land
records could be maintained. The Registration Act is used for proper recording of transactions relating to other immovable
property also. The Registration Act provides for registration of other documents also, which can give these documents more
authenticity. Registering authorities have been provided in all the districts for this purpose.

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The Indian Stamp Act, 1899

The Indian Stamp Act, 1899 prescribes the rates for the stamping of documents and instruments by which any right or liability
is, or purports to be, created, transferred, limited, extended, extinguished or recorded. Under the Indian Stamp Act, 1899, an
instrument not ‘duly stamped’ cannot be accepted as evidence by civil court, an arbitrator or any other authority authorized
to receive evidence. However, the document can be accepted as evidence in criminal court.

Shops and commercial establishments legislations

Under the provisions of local shops and establishments legislations applicable in the states in which establishments are set
up, establishments are required to be registered. Such legislations regulate the working and employment conditions of the
workers employed in shops and establishments including commercial establishments and provide for fixation of working
hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other
rights and obligations of the employers and employees. All establishments must be registered under the shops and
establishments legislations of the state where they are located. There are penalties prescribed in the form of monetary fine or
imprisonment for violation of the legislations, as well as the procedures for appeal in relation to such contravention of the
provisions.

ANTI-TRUST LAWS

Competition Act, 2002 (the “Act”)

The Act is to prevent practices having adverse effect on competition, to promote and sustain competition in markets, to
protect interest of consumer and to ensure freedom of trade in India. The Act deals with prohibition of anti- competitive
agreements. No enterprise or group shall abuse its dominant position in various circumstances as mentioned under the Act.

TAX RELATED LEGISLATIONS

Central Goods and Services Tax Act, 2017 (the “GST Act”)

The GST Act levies indirect tax throughout India to replace many taxes levied by the Central and State Governments. The
GST Act was applicable from July 1, 2017 and combined the Central Excise Duty, Commercial Tax, Value Added Tax
(VAT), Food Tax, Central Sales Tax (CST), Introit, Octroi, Entertainment Tax, Entry Tax, Purchase Tax, Luxury Tax,
Advertisement Tax, Service Tax, Customs Duty, Surcharges. GST is levied on all transactions such as sale, transfer,
purchase, barter, lease, or import of goods and/or services. India has adopted a dual GST model, meaning that taxation is
administered by both the Union and State Governments. Transactions made within a single state is levied with Central GST
(CGST) by the Central Government and State GST (SGST) by the government of that state. For inter-state transactions and
imported goods or services, an Integrated GST (IGST) is levied by the Central Government. GST is a consumption-based
tax; therefore, taxes are paid to the state where the goods or services are consumed and not the state in which they were
produced.

Income-tax Act, 1961 (“Income Tax Act”)

The Income Tax Act is applicable to every company, whether domestic or foreign whose income is taxable under the
provisions of this Act or Rules made there under depending upon its “Residential Status” and “Type of Income” involved.
The Income Tax Act provides for the taxation of persons resident in India on global income and persons not resident in India
on income received, accruing or arising in India or deemed to have been received, accrued or arising in India. Every company
assessable to income tax under the Income Tax Act is required to comply with the provisions thereof, including those relating
to tax deduction at source, advance tax, minimum alternative tax, etc.

INTELLECTUAL PROPERTY LEGISLATIONS

Trade Marks Act, 1999 (“Trade Marks Act”)

The Trade Marks Act provides for the application and registration of trademarks in India. The purpose of the Trade Marks
Act is to grant exclusive rights to marks such as a brand, label and heading, and to obtain relief in case of infringement of
such marks. An application for the registration of trademarks has to be made to Controller-General of Patents, Designs and
Trade Marks who is the Registrar of Trade Marks for the purposes of the Trade Marks Act. It also provides for penalties for
infringement, falsifying, and falsely applying trademarks and using them to cause confusion among the public.

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Designs Act, 2000 (“Designs Act”)

Industrial designs have been accorded protection under the Designs Act. A ‘Design’ means only the features of shape,
configuration, pattern, ornament or composition of lines or color or combination thereof applied to any article whether two
dimensional or three dimensional or in both forms, by any industrial process or means, whether manual, mechanical or
chemical, separate or combined, which in the finished article appeal to and are judged solely by the eye, but does not include
any mode or principle or construction or anything which is in substance a mere mechanical device, and expressly excludes
works accorded other kinds of protection like property marks, Trademarks and Copyrights.

Any person claiming to be the proprietor of a new or original design may apply for registration of the same under the Act
before the Controller-General of Patents, Designs and Trade Marks. On registration, the proprietor of the design attains a
copyright over the same. The duration of the registration of a design in India is initially ten years from the date of registration,
but in cases where claim to priority has been allowed the duration is ten years from the priority date. No person may sell,
apply for the purpose of sale or import for the purpose of sale any registered design, or fraudulent or obvious imitation
thereof.

GENERAL LAWS

Apart from the above list of laws – which is inclusive in nature and not exhaustive - general laws like the Negotiable
Instrument Act 1881, Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959, Consumer Protection Act
2019, Indian Contract Act, 1872, Transfer of Property Act, 1882, Information Technology Act, 2000 etc.

OTHER LAWS

Foreign Direct Investment

Regarding "Foreign Direct Investment" (FDI), the Indian government has periodically communicated its policies through
press notes and releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India (referred to as "DIPP"), issued the consolidated "FDI Policy Circular of 2020" ("FDI Policy 2020"),
which came into effect on October 15, 2020. This comprehensive policy consolidated and superseded all previous press
notes, press releases, and clarifications on FDI policy issued by the DIPP. The government intends to update this consolidated
circular on FDI policy annually, with FDI Policy 2020 remaining valid until the issuance of an updated circular.

The "Reserve Bank of India" (RBI) also plays a crucial role in governing FDI in India through its "Master Directions on
Foreign Investment in India," which are periodically updated. These directions specify that an Indian company may issue
new shares to individuals residing outside India, subject to certain eligibility criteria and pricing guidelines outlined in the
Master Directions. Companies conducting such share issuances are obligated to meet reporting requirements, including
disclosing considerations for the issuance of shares, and filing relevant forms such as Form FC-GPR.

Foreign Trade (Development and Regulation) Act, 1992 (the “Act”)

The "Foreign Trade (Development and Regulation) Act, 1992" (referred to as the "Act") governs and regulates India's foreign
trade policies concerning the exchange of goods and services. It was enacted in 1992 as a replacement for the "Import and
Exports (Control) Act, 1947." The primary objective of this Act is to facilitate imports into and increase exports from India.
It aims to achieve these goals by providing a legal framework for the development and regulation of foreign trade. Notably,
through the "Foreign Trade (Development and Regulation) Amendment Act of 2010," the Act expanded its scope to include
the import and export of "services" in its regulatory ambit.

Other regulations:

In addition to the above, the Company is required to comply with the provisions of the Companies Act, and other applicable
statutes imposed by the Centre or the State for its day-to-day operations.

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OUR HISTORY AND CERTAIN CORPORATE MATTERS

HISTORY AND BACKGROUND

Our Company was originally incorporated as a Private Limited Company in the name of “Marc Loire Fashions Private
Limited” on March 11, 2014 under the provisions of the Companies Act, 1956 bearing Corporate Identification Number
U18202DL2014PTC266184 issued by the Registrar of Companies - Delhi. Subsequently, our company was converted into
Public Limited Company under the provisions of the Companies Act, 2013 and the name of our Company was changed to
“Marc Loire Fashions Limited” vide a fresh Certificate of Incorporation consequent upon conversion from Private
Company to Public Company dated July 18, 2024 bearing Corporate Identification Number U18202DL2014PLC266184
issued by the Registrar of Companies – Central Processing Centre.

REGISTERED OFFICE

Plot No. 426/1, First Floor, Rani Khera Road, Village Mundaka, West Delhi, Delhi, India, 110041.

CHANGES IN REGISTERED OFFICE OF THE COMPANY SINCE INCORPORATION

Except as stated below, there has not been any change in our Registered Office since inception of the Company till the date
of the Prospectus.

Date Details of Registered Office Reason for Change

H. No. Wz-204, G/F Madipur Village
At Incorporation ----
West Delhi, Delhi, India, 110063.
WZ-630, First Floor, Madipur For Administrative
March 21, 2015
West Delhi, Delhi, India, 110063. Convenience
Plot No. 426/1 First Floor, Rani Khera Road For Administrative
April 01, 2018
Village Mundaka West Delhi, India, 110041. Convenience

MAIN OBJECTS OF OUR COMPANY:

The Main objects of our Company as set forth in the Memorandum of Association of our Company are as follows:

1. To carry on in India or elsewhere the business to act in Manufacturing and Trading in Footwears, Fashion
Accessories and Apparels.

2. To carry on in India or elsewhere the business to act as consultant or advisor such as consultant, advisor,
management consultant in all its branches such as legal, commercial, industrial, personnel, marketing, advertising,
publicity, sales promotion, imports and exports, corporate management, business management, investment,
research & development, software developments, computer applications, quality control, technical knowhow,
financial management and on other similar subjects and to make evaluations, feasibility studies, project reports,
forecasts, survey for the purpose to run ,establish, maintain, provide, operate, manage, supervise, arrange and
take on hire all necessary services, facilities, conveniences, equipment etc. and to do all incidental acts and things
necessary for the attainment of the foregoing objects.

The main objects clause as contained in the Memorandum of Association enable our Company to carry on the business
presently being carried out and proposed to be carried out by it.

AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLE OF ASSOCIATION OF OUR

COMPANY

Since the incorporation of our Company, the following changes have been made to the Memorandum of Association and
Article of Association:

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Date of Amendment /
Shareholders’ Nature of Amendment
resolution
June 24, 2022 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 1,00,000/- divided into 10,000 Equity Shares of ₹ 10/- each to ₹ 2,00,00,000/-
divided into 20,00,000 Equity Shares of ₹ 10/- each
April 10, 2024 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 2,00,00,000/- divided into 20,00,000 Equity Shares of ₹ 10/- each to ₹
8,00,00,000/- divided into 80,00,000 Equity Shares of ₹ 10/- each
April 19, 2024 • Alteration in MOA & AOA consequent upon conversion from Private Limited to Public
Limited and subsequent change in the name of our Company from Marc Loire Fashions
Private Limited to Marc Loire Fashions Limited.

CORPORATE PROFILE OF OUR COMPANY

Details regarding the description of our Company’s activities, services, products, market, growth, technology, managerial
competence, standing with reference to prominent competitors, major suppliers, distributors and customers, segment,
capacity/facility creation, launch of key products, entry in new geographies, capacity built-up, location of manufacturing
facilities, marketing and competition, please refer to the chapters titled “Our Business”, “Our Management” and
“Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 113, 149 and 217
respectively, of this Prospectus.

MAJOR EVENTS AND MILESTONES IN THE HISTORY OF OUR COMPANY

The table below sets forth some of the major events in the history of our Company:

Calendar Year Key Events & Milestones

o Company incorporated as a Private Limited Company in the name of “Marc Loire Fashions
2014
Private Limited”.
o Company converted from Private Limited Company to Public Limited Company i.e. “Marc
2024
Loire Fashions Limited

SIGNIFICANT FINANCIAL AND STRATEGIC PARTNERSHIPS

As on the date of this Prospectus, our Company does not have any significant strategic or financial partners.

TIME/COST OVERRUN IN SETTING UP PROJECTS

As on the date of this Prospectus, there has been no time and cost overruns in the Company.

LAUNCH OF KEY PRODUCTS OR SERVICES, ENTRY INTO NEW GEOGRAPHIES OR EXIT FROM
EXISTING MARKETS, CAPACITY/FACILITY CREATION OR LOCATION OF STORES

For details of key products or services launched by our Company, entry into new geographies or exit from existing markets,
capacity/ facility creation and location of stores, see “Our Business” and “History and Certain Corporate Matters” on
pages 113 and 145 of this prospectus.

DEFAULTS, RESCHEDULING OR RESTRUCTURING OF BORROWINGS WITH FINANCIAL

INSTITUTIONS/BANKS

As on the date of this Prospectus, there has been no default, rescheduling or restructuring of borrowings with financial
institutions or banks.

DETAILS REGARDING MATERIAL ACQUISITIONS OR DIVESTMENTS OF BUSINESS/UNDERTAKINGS,

MERGERS, AMALGAMATION, REVALUATION OF ASSETS, ETC. IN THE LAST 10 YEARS

Except as mentioned in chapter “History and Certain Corporate Matters” beginning on page no. 145, our Company has not
made any material acquisitions or divestments of any business or undertakings, mergers, amalgamation or revaluation of
assets in the last 10 years preceding the date of this Prospectus.

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HOLDING COMPANY

As on the date of this Prospectus, our Company does not have a holding company.

JOINT VENTURES OF OUR COMPANY

As on the date of this Prospectus, our Company does not have any joint ventures.

SUBSIDIARIES OF OUR COMPANY

As on the date of this Prospectus, our Company does not have any subsidiaries.

ASSOCIATES OF OUR COMPANY

As on the date of this Prospectus, our Company does not have any associates.

DETAILS OF SHAREHOLDERS’ AGREEMENT

As on date of this Prospectus, there are no subsisting shareholders’ agreements among our shareholders vis-à-vis our
Company.

AGREEMENTS WITH KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT, DIRECTORS,

PROMOTERS OR ANY OTHER EMPLOYEE

Neither our Promoters, nor any of the Key Managerial Personnel or Senior Management, 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.

MATERIAL AGREEMENTS

Our Company has not entered into any other subsisting material agreement, including with strategic partners, joint venture
partners or financial partners, other than in the ordinary course of business.

For details on business agreements of our Company, see “Our Business” beginning on page 113 of this Prospectus.

GUARANTEES GIVEN BY OUR PROMOTERS

Except as stated in “Financial Indebtedness” on page 215 of this Prospectus, our Promoters have not given any guarantees
on behalf of our Company.

CAPITAL RAISING (DEBT / EQUITY)

Except as set out in the Sections titled “Capital Structure” and “Financial Indebtedness” beginning on page no 58 and 215
respectively of this prospectus, our Company has not raised any capital in the form of Equity Shares or debentures.

INJUNCTION OR RESTRAINING ORDER

Our company is not operating under any injunction or restraining order.

DETAILS REGARDING PAST PERFORMANCE OF THE COMPANY.

For details in relation to our past financial performance in the previous 3 (three) financial years, please refer to Section titled
“Financial Statements as restated” beginning on page no. 175 of this prospectus.

SHAREHOLDERS OF OUR COMPANY

As on the date of this Prospectus, our Company has 7 (Seven) shareholders. For further details in relation to the current
shareholding pattern, please refer to Section titled “Capital Structure” beginning on page no. 58 of this Prospectus.

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CHANGES IN THE ACTIVITIES OF OUR COMPANY DURING THE LAST TEN (10) YEARS

Except as mentioned in chapter “Our History and Certain Corporate Matters” beginning on page no. 145, there have been
no changes in the activity of our Company during the last ten (10) years preceding as on the date of this prospectus, which
may have had a material effect on the profits or loss, including discontinuance of the lines of business, loss of agencies or
markets and similar factors of our Company.

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OUR MANAGEMENT

BOARD OF DIRECTORS

As on the date of Prospectus, our Company has 5 (Five) Directors on our Board consisting 1 (one) Managing Director, 1
(One) Whole Time Director, 1 (One) Non-Executive Director, and 2 (Two) Independent Directors. There is 1 (One) Women
Director in our Board. The details of the Directors are as follows:

The details of the Directors are as follows:

Sl.
Name of the Director DIN Current Designation Date of Joining#
No.
1 Arvind Kamboj 09624208 Managing Director & Chairman 25-05-2022
2 Shaina Malhotra 06809352 Whole Time Director 11-03-2014
3 Atul Malhotra 07814724 Non-Executive Director 10-04-2024
4 Saurabh Shashwat 10074130 Independent Director 28-08-2024
5 Rojina Thapa 10362834 Independent Director 28-08-2024
# Original date of appointment as per MCA database.

The following table sets forth details regarding the Board of Directors as on the date of this prospectus:

Sl. No. Particulars Details

Name of the Director Arvind Kamboj
Father’s Name Yashpal Kamboj
WZ 686 C-Top Floor, Shiv Nagar Extension, Near Dashmesh
Residential Address Hospital, Jail Road, VTC: Jail Road, PO: Janakpuri C-4, District:
West Delhi, Delhi-110058.
Date of Birth 13-03-1987
Age 36 Years
Designation Managing Director & Chairman
DIN 09624208

1 Occupation Business
Nationality Indian
1. Post Graduate Programme in Business Economics with
Qualification specialization in Finance from Wigan & Leigh College, United
Kingdom.
No. of Years of Experience 10 years in Footwear Sector
25-05-2022; Re-designated as Managing Director & Chairman w.e.f 28-
Date of Appointment
08-2024
Terms of Appointment For the period of 3 years till 27-08-2027; Liable to retire by rotation.
1. Daresouls Private Limited
Directorship in other companies
2. Hill To Harbour Infra Private Limited
Other Ventures 1. Fashionkhor.Com (Proprietor)

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Sl. No. Particulars Details

Name of the Director Shaina Malhotra
Father’s Name Ashwani Kumar Malhotra
WZ 686 C-Top Floor, Shiv Nagar Extension, Near Dashmesh Hospital,
Residential Address Jail Road, VTC: Jail Road, PO. Janakpuri C-4, District: West Delhi,
Delhi-110058.
Date of Birth 03-09-1987
Age 37 Years
Designation Whole Time Director
DIN 06809352

2 Occupation Business
Nationality Indian
Master of Business Administration from IFCAI University, Dehradun
Qualification
in the year 2010.
No. of Years of Experience 10 years of experience in Footwear Sector
Date of Appointment 11-03-2014; Re-designated as Whole time Director w.e.f 28-08-2024
Terms of Appointment For the period of 3 years till 27.08.2027;
Directorship in other companies NIL
1. Shanaya Industries (Proprietorship Business)
Other Ventures 2. Delhi Design House (Proprietor Business)
3. Arasha Retail LLP (Strike Off)

Sl. No. Particulars Details

Name of the Director Atul Malhotra
Father’s Name Ashwani Malhotra
WZ-591, Second Floor Gali No. 22, Shiv Nagar Extension, Janakpuri
Residential Address
B-1, West Delhi, Delhi-110058.
Date of Birth 16.08.1984
Age 40 Years
Designation Non-Executive Director
DIN 07814724
Occupation Business
3 Nationality Indian
1. Bachelor of Computer Application IASE Deemed University in the
year 2011.
Qualification
2. Master of Business Administration from Sam Higginbottom Institute
of Agriculture, Technology & Sciences in the year 2013.
No. of Years of Experience 12 years of experience in Footwear Sector.
Date of Appointment 10-04-2024
Terms of Appointment Liable to retire by rotation.
1. Daresouls Private Limited
Directorship in other companies
2. Hill To Harbour Infra Private Limited
1. Akash Overseas (Proprietorship Business)
Other Ventures
2. Arasha Retail LLP (Strike Off)

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Sl. No. Particulars Details

Name of the Director Saurabh Shashwat
Father’s Name Ramnandan Prasad Singh
DP-157 First Floor, VTC: Pitampura, PO: Saraswati Vihar, North West
Residential Address
Delhi, Delhi-110034.
Date of Birth 15.11.1990
Age 34 Years
Designation Independent Director
DIN 10074130
IDDB Registration No. IDDB-NR-202002-001262, Valid from 20/02/2020 till Lifetime
Occupation Service
4
Nationality Indian
1. Company Secretary
Qualification
2. Social Auditor (NISM Certificate)
No. of Years of Experience 10 years of experience
Date of Appointment 28-08-2024
Terms of Appointment For the period of 3 years till 27.08.2027; Not liable to retire by rotation
1. Integrated Industries Limited
2. Titan Securities Limited
Directorship in other companies 3. Namo Ewaste Management Limited
4. Glocal Consultants and KPO Private Limited
5. Nurture Well Foods Private Limited
Other Ventures Nil

Sl. No. Particulars Details

Name of the Director Rojina Thapa
Father’s Name Sudhama Thapa
H-30, First Floor Gali No. 1, Laxmi Nagar, East Delhi, Delhi, India,
Residential Address
110092.
Date of Birth 19-10-1993
Age 32 Years
Designation Independent Director
DIN 10362834
IDDB Registration No. IDDB-NR-202310-052725, Valid from 13/10/2023 till Lifetime
5
Occupation Service
Nationality Indian
1. Chartered Accountant
Qualification
2. Bachelor of Commerce from IGNOU in the year 2017.
No. of Years of Experience 4 years of experience
Date of Appointment 28-08-2024
Terms of Appointment For the period of 3 years till 27-08-2024; Not liable to retire by rotation
1. Glocal Consultants and KPO Private Limited
Directorship in other companies
2. Namo Ewaste Management Limited
Other Ventures Nil

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BRIEF BIOGRAPHIES OF THE DIRECTORS:

Arvind Kamboj, aged 37 years, is the Promoter, Managing Director & Chairman of our Company. He was originally
appointed as a Director on May 25, 2022 and has been re-designated as the Managing Director w.e.f. August 28, 2024 for
the period of 3 years and whose office shall be liable to retire by rotation. He has an experience of more than 10 years in
Footwear Sector. He has completed his Post Graduate Diploma in Business Economics (Finance) from Wigan & Leigh
College, United Kingdom in the year 2010. He is responsible for day-to-day business operations and entrusted with the
responsibility of the looking after the overall management of the Company.

Shaina Malhotra, aged 36 years, is the Promoter and Whole Time Director of our Company. She has been associated with
the Company since its inception. She was appointed as first director of our Company on March 11, 2014 and has been re-
designated as Whole-Time Director w.e.f. August 28, 2024 for the period of 3 Years. She has an experience of more than 10
years in Footwear Sector. Prior to incorporation of our company, she is guiding force behind all strategic decisions. She has
completed her Master of Business Administration from IFCAI University, Dehradun in the year 2010.

Atul Malhotra, aged 40 years, is the Non-Executive Director of our Company. He was appointed as Non-Executive Director
on April 10, 2024 and whose office shall be liable to retire by rotation. He has completed his Bachelor of Computer
Application from IASE Deemed University in the year 2011. He has completed his Master of Business Administration from
Sam Higginbottom Institute of Agriculture, Technology & Sciences in the year 2013. He has an experience of more than 12
years in the Footwear Sector.

Saurabh Shashwat, aged 34 years, is an Independent Director of our Company. He was appointed as Independent Director
on August 28, 2024 and whose office shall not be liable to retire by rotation. He is Fellow Member of The Institute of
Company Secretaries of India since November 15, 2021. Further, he is a Social Auditor since March 08, 2023 which is valid
till March 04, 2026. He has more than 10 years of experience in Corporate Law consultancy. Further, he is the owner of the
Proprietorship concern named “Saurabh Shashwat & Associates” and he is assisting in various corporates in Corporate
Compliances and Secretarial matters along with the consultancy in valuation, CSR, Start-ups.

Rojina Thapa, aged 32 years is an Independent Director of our Company. She was appointed as an Independent Director
on August 28, 2024, for the period of 3 years from the date of her original appointment and whose office shall not be liable
to retire by rotation. She has completed her Bachelor of Commerce from IGNOU in the year 2017. She is the Member of the
Institute of Chartered Accountant of India since February, 2023. She is having experience for more than 4 years as an
Accounts Officer & as a Junior Officer in NIC Asia Capital. She is currently working as Partner in Suresh & Associates,
Chartered Accountants from last one year.

FAMILY RELATIONSHIPS BETWEEN THE DIRECTORS

Director Other Director Relation

Shaina Malhotra Spouse
Arvind Kamboj
Atul Malhotra Brother-in-law
Arvind Kamboj Husband
Shaina Malhotra
Atul Malhotra Brother
Arvind Kamboj Brother-in-law
Atul Malhotra
Shaina Malhotra Sister

ARRANGEMENTS WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS

There are no arrangements or understanding between major shareholders, customers, suppliers or others pursuant to which
any of the Directors were selected as a director or member of a Senior Management as on the date of this prospectus.

SERVICE CONTRACTS

Our Company has not executed any service contracts with its directors providing for benefits upon termination of their
employment.

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COMMON DIRECTORSHIPS OF THE DIRECTORS IN LISTED COMPANIES WHOSE SHARES HAVE

BEEN/WERE SUSPENDED FROM BEING TRADED ON ANY OF THE STOCK EXCHANGE DURING HIS/HER
TENORS FOR A PERIOD BEGINNING FROM FIVE (5) YEARS PRIOR TO THE DATE OF THIS PROSPECTUS

None of the Directors are/were directors of any company whose shares were suspended from being trading by Stock
Exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last
five (5) years or to the extent applicable.

DIRECTOR’S ASSOCIATION WITH THE SECURITIES MARKET

None of the Directors of our Company are associated with securities market.

COMMON DIRECTORSHIPS OF THE DIRECTORS IN LISTED COMPANIES THAT HAVE BEEN/WERE

DELISTED FROM STOCK EXCHANGES IN INDIA

None of the Directors are/were directors of any entity whose shares were delisted from any Stock Exchange(s). Further, none
of the directors are/ were directors of any entity which has been debarred from accessing the capital markets under any order
or directions issued by the Stock Exchange(s), SEBI or any other Regulatory Authority.

BORROWING POWERS OF THE BOARD

The Articles, subject to the provisions of Section 180(1)(c) of the Companies Act, 2013 authorize the Board to raise, borrow
or secure the payment of any sum or sums of money for the purposes of our Company. The Board of Director vide the special
resolution passed at their Extra Ordinary General Meeting dated August 28, 2024, allowed to borrow and that the total
outstanding amount so borrowed shall not at any time exceed the limit of ₹ 200 Crores.

POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING:

The provisions of regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 will be applicable to our
Company immediately upon the listing of its Equity Shares on the SME Platform of BSE Limited. We shall comply with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 on listing of Equity Shares on stock exchanges.
The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and
adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct
under the overall supervision of the Board.

POLICY FOR DETERMINATION OF MATERIALITY & MATERIALITY OF RELATED PARTY

TRANSACTIONS AND ON DEALING WITH RELATED PARTY TRANSACTIONS:

The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be applicable to our
Company immediately upon the listing of Equity Shares of our Company on SME Platform of BSE Limited. We shall comply
with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on listing of Equity
Shares on the SME Platform of BSE Limited.

COMPENSATION OF OUR MANAGING DIRECTOR, WHOLETIME DIRECTORS AND EXECUTIVE

DIRECTORS

The compensation payable to Managing Director, Wholetime Directors and Executive Directors will be governed as per the
terms of their appointment and shall be subject to the provisions of Sections 2 (54), 2(94), 188, 196, 197, 198 and 203 and
any other applicable provisions of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and the rules
made there under (including any statutory modification(s) or re-enactment thereof or any of the provisions of the Companies
Act, 2013, for the time being in force).

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The following compensation has been approved for Managing Director, Whole Time Directors and Executive
Director.

Particulars Mr. Arvind Kamboj

Appointment/Change Originally appointed as Director on 25-05-2022 and re-designated as Managing Director &
in Designation Chairman on 28-08-2024 for a term of 3 Years.
Current Designation Managing Director
Terms of For a term of 3 Years; Liable to retire by rotation
Appointment
Remuneration
Remuneration, Up to ₹ 48,00,000/- (Rupees Forty-Eight Lakhs only) per annum as may be decided by the Board
Perquisites and of Directors or with the recommendation of the Nomination & Remuneration Committee in this
Benefits behalf subject to the aggregate remuneration on account of salary shall not exceed Rs. 4,00,000/-
per month.
Compensation paid in ₹ 6.00 Lakhs
the FY 2024-25

Particulars Mrs. Shaina Malhotra

Appointment/Change Originally appointed as Director on 11-03-2014 and she has been re-designated as Whole Time
in Designation Director on 28-08-2024 for the period of 3 years.
Current Designation Whole Time Director
Terms of For a period of 3 years
Appointment
Remuneration
Up to ₹ 48,00,000/- (Rupees Forty-Eight Lakhs only) per annum as may be decided by the Board
of Directors or with the recommendation of the Nomination & Remuneration Committee in this
behalf subject to the aggregate remuneration on account of salary shall not exceed Rs. 4,00,000/-
per month.

Perquisites: She is entitled to perquisites like rent free residential furnished or otherwise
accommodation or house rent allowance in lieu thereof together with reimbursement of expenses
for utilization of Gas, Electricity, Water, reimbursement of medical expenses incurred in India
Remuneration,
or abroad (including insurance premium for medical and hospitalization policy) for self and
Perquisites and
family, leave travel concession for self and her family including dependents, Children education
Benefits
allowance, club fees, premium towards personal accident insurance premium and other
payments in nature of benefits, perquisites and allowances as per rules of the Company subject
to a ceiling of 10% of annual salary per annum.
“Family” covers the spouse, the dependent children, and dependent parents of Whole-Time
Director.
In the computation of the ceiling on remuneration the following perquisites shall not be included:
1)Contribution to Provident fund or Superannuation or Annuity fund and Gratuity as per the
Rules of the Company.".
2)Leave and encashment of un availed leave as per the Rules of the Company.
Compensation paid in ₹ 6.00 Lakhs
the FY 2024-25

BONUS OR PROFIT-SHARING PLAN FOR OUR DIRECTORS

We have no bonus or profit-sharing plan for our Directors.

PAYMENT OR BENEFIT TO NON-EXECUTIVE DIRECTORS OF OUR COMPANY

The payment of sitting fees to the Non-Executive Director and Independent Directors of the Company for attending the
meeting of the Board of Directors and meetings of the Committees of the Board of Directors in the following manner:

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Sl. Name of Director Fees for attending the meetings of

No. Board of Directors Committees
1 Atul Malhotra ₹ 5,000/- per meeting ₹ 5,000/- per meeting
2 Saurabh Shashwat ₹ 20,000/- per meeting ₹ 20,000/- per meeting
3 Rojina Thapa ₹ 12,000/- per meeting ₹ 12,000/- per meeting

THE DETAILS OF THE SHAREHOLDING OF OUR DIRECTORS AS ON THE DATE OF THIS PROSPECTUS
ARE AS FOLLOWS:

No. of Percentage of Percentage

Sl. Name of the
Category/ Status Equity Pre-Issue of Post-Issue
No. Director Shareholder
Shares Capital (%) Capital (%)
Promoter, Managing
1 Arvind Kamboj 25,00,000 50.00% 35.21%
Director & Chairman
Promoter & Whole Time
2 Shaina Malhotra 24,99,975 49.99% 35.21%
Director

INTEREST OF OUR DIRECTORS

Our Director may be deemed to be interested to the extent of their remunerations paid to them for services rendered and with
the reimbursement of expenses payable to them as mentioned above. For further details, please refer to section titled “Our
Promoters and Promoter Group” beginning on page no. 163 of this prospectus.

Interest in the Property of our Company

Except as stated in the heading titled “Properties” under the chapter titled “Our Business”, and Chapter titled “Our
Promoters and Promoter Group” beginning on pages 113 and 163 of this Prospectus, none of our Directors have interest in
any property acquired or proposed to be acquired of our Company or by our Company.

Interest in Promotion of the Company

Our Promoters Mr. Arvind Kamboj, Mrs. Shaina Malhotra and Mr. Atul Malhotra, may be deemed to be interested in the
promotion of our Company. For further details, please refer to chapter titled “Our Promoter and Promoter Group”
beginning on page 163 of this Prospectus.

Interest in Business of the Company

Except as stated in the chapter titled “Our Business”, “Our Promoters and Promoter Group” and “Financial Information
as Restated” beginning on page 113, 163 and 175 respectively and to the extent of shareholding in our Company, if any, our
directors do not have any other business interest in our Company.

Other Interests in our Company

Our directors may be interested to the extent of personal guarantees given by them in favour of the Company. For the details
of Personal Guarantee given by Directors towards Financial facilities availed by our Company, please refer to “Financial
Indebtedness” and “Financial Statement as Restated” on page 215 and 175 respectively of this Prospectus.

None of the relatives of our directors have been appointed to a place or office of profit in our Company other than mentioned
elsewhere in the prospectus. For further details, please refer to section titled “Our Management” on page no. 149 of this
prospectus.

Further, except as disclosed under sub-section “Shareholding of Directors in our Company” above, none of our Directors
hold any Equity Shares, Preference Shares or any other form of securities in our Company. Our directors may also be
interested to the extent of Equity Shares, if any, held by them or held by the entities in which they are associated as promoters,
directors, partners, proprietors or trustees or held by their relatives or that may be subscribed by or allotted to the companies,
firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees,
pursuant to the Issue. Some of the directors also hold directorships in Promoter Group and Group Entities of our Company.

Our directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in
respect of the said Equity Shares. Except as stated in this section “Our Management” or the section titled “Financial
Information – Related Party Transactions” beginning on page no 149 and 210 respectively of this prospectus, and except
to the extent of shareholding in our Company, our Directors do not have any other interest in the business of our Company.

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CHANGES IN THE BOARD OF DIRECTORS OF OUR COMPANY IN THE LAST THREE (3) YEARS OR TO
THE EXTENT APPLICABLE ARE AS FOLLOWS:

Name Date Designation Reason

25-05-2022 Director Appointment
Arvind Kamboj
28-08-2024 Managing Director & Chairman Re-designation
11-03-2014 Director Appointment
Shaina Malhotra
28-08-2024 Whole Time Director Re-designation
Atul Malhotra 10-04-2024 Non-Executive Director Appointment
Rojina Thapa 28-08-2024 Independent Director Appointment
Saurabh Shashwat 28-08-2024 Independent Director Appointment

OTHER CONFIRMATIONS:

➢ None of our Directors are on the RBI List of wilful defaulters or fraudulent borrowers as on the date of this prospectus.
➢ None of our Directors of our Company are a fugitive economic offender.
➢ Further, none of our directors are or were directors of any listed company whose shares.
(a) have been or were suspended from trading on any of the stock exchanges during the five years prior to the date of
filing this prospectus or.
(b) delisted from the stock exchanges.
➢ None of the directors of our Company are debarred from accessing the capital market by SEBI.
➢ None of the Directors has been or is involved as a promoter, director or person in control of any other company, which
is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory
authority.

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CORPORATE GOVERNANCE

In terms of Regulation 15(2)(b) of the SEBI Listing Regulations, compliance with the corporate governance provisions
as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation
(2) of regulation 46 and para C, D and E of Schedule V of the SEBI Listing Regulations shall not apply, in respect of
listed entity which has listed its specified securities on the SME Exchange.

Furthermore, in terms of Regulation 15(3) of the SEBI Listing Regulations, notwithstanding Regulation 15(2) of the
SEBI Listing Regulations, the provisions of the Companies Act, 2013 shall continue to apply, wherever applicable.

As per the abovementioned provisions of the Listing Regulations, we are not required to comply with the requirements of
corporate governance relating to the composition of its board of directors, constitution of committees such as audit
committee, nomination and remuneration committee, stakeholders’ relationship committee, etc., as provided under
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Our Board has been duly constituted in compliance with the Companies Act. Our Board functions either as a full board or
through various committees constituted to oversee specific functions. In compliance with the requirements of the Companies
Act, our Board of Directors consists of 5 (Five) Directors (including One Women Director).

Sl. No. Name of the Director DIN Current Designation

1 Arvind Kamboj 09624208 Managing Director & Chairman
2 Shaina Malhotra 06809352 Whole Time Director
3 Atul Malhotra 07814724 Non-Executive Director
4 Saurabh Shashwat 10074130 Independent Director
5 Rojina Thapa 10362834 Independent Director

COMMITTEES OF OUR BOARD

Our Board has constituted the following committees including those for compliance with corporate governance requirements:

❖ Audit Committee

As per section 177 of the Companies Act, 2013, The Board of Directors of every listed company and such other class or
classes of companies, as may be prescribed, shall constitute an Audit Committee. The Audit Committee shall consist of a
minimum of three directors with independent directors forming a majority: Provided that majority of members of Audit
Committee including its Chairperson shall be persons with ability to read and understand, the financial statement.

Our Audit Committee was constituted pursuant to a resolution of our Board Meeting dated August 26, 2024. The Audit
Committee comprises of:

Name of Director Status in Committee Nature of Directorship

Saurabh Shashwat Chairperson Independent Director
Rojina Thapa Member Independent Director
Arvind Kamboj Member Managing Director

Any member of this Committee ceasing to be a director shall also be ceased to be a member of this Committee. The Company
Secretary of the Company shall act as the Secretary of the Audit Committee.

Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance with Section 177
of the Companies Act, 2013 and the rules made thereunder.

Powers of Audit Committee: The Audit Committee shall have such powers as specified in the Companies Act, 2013, SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (as and when and to the extent applicable) and other
powers as may be delegated by the Board of Directors from time to time subject to the provisions of any law for the time
being in force.

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Role of Audit Committee: The role of the Audit Committee shall include the following:
The scope, functions and the terms of reference of the Audit Committee are such as enumerated in the Companies Act, 2013,
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as and when and to the extent applicable) and
such other functions as may be delegated by the Board of Directors from time to time subject to the provisions of any law
for the time being in force.

The Audit Committee shall meet at least four times in a year, and not more than one hundred and twenty days shall elapse
between two meetings. The quorum of the meeting shall be either two members present, or one-third of the members,
whichever is greater, provided that there should be a minimum of two independent directors present.

❖ Stakeholders’ Relationship Committee

As per section 178 (5) of the Companies Act, 2013, The Board of Directors of a Company which consists of more than
one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a
financial year shall constitute a Stakeholders Relationship Committee consisting of a chairperson who shall be a non-
executive director and such other members as may be decided by the Board

Our Stakeholders’ Relationship Committee was constituted pursuant to a resolution of our Board Meeting dated August 26,
2024. The Stakeholders’ Relationship Committee comprises of:

Name of Director Status in Committee Nature of Directorship

Atul Malhotra Chairperson Non-Executive Director
Rojina Thapa Member Independent Director
Arvind Kamboj Member Managing Director

Any member of this Committee ceasing to be a director shall also be ceased to be a member of this Committee. The Company
Secretary of the Company shall act as the Secretary of the Stakeholders’ Relationship Committee.

Role of the Stakeholders Relationship Committee

The scope, functions and the terms of reference of the Stakeholders Relationship Committee are such as enumerated in the
Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as and when and to the
extent applicable) and such other functions as may be delegated by the Board of Directors from time to time subject to the
provisions of any law for the time being in force.
The Stakeholders’ Relationship Committee shall meet at least once in a year.

❖ Nomination and Remuneration Committee

As per section 178 (1) of the Companies Act, 2013, The Board of Directors of every listed company and such other class
or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting
of three or more non-executive directors out of which not less than one-half shall be independent directors: Provided that
the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination
and Remuneration Committee but shall not chair such Committee.

Our Nomination and Remuneration Committee was constituted pursuant to a resolution of our Board Meeting dated August
26, 2024. The Nomination and Remuneration Committee comprises of:

Name of Director Status in Committee Nature of Directorship

Saurabh Shashwat Chairperson Independent Director
Rojina Thapa Member Independent Director
Atul Malhotra Member Non-Executive Director

Any member of this Committee ceasing to be a director shall also be ceased to be a member of this Committee. The Company
Secretary of the Company shall act as the Secretary of the Nomination and Remuneration Committee.

Role of the Nomination and Remuneration Committee

The scope, functions and the terms of reference of the Nomination and Remuneration Committee are such as enumerated in
the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as and when and to

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the extent applicable) and such other functions as may be delegated by the Board of Directors from time to time subject to
the provisions of any law for the time being in force.

The Nomination and Remuneration Committee shall meet at least once in a financial year and quorum for a meeting of the
nomination and remuneration committee shall be either two members or one third of the members of the committee,
whichever is greater, including at least one independent director in attendance.

❖ Corporate Social Responsibility Committee:

As per section 135 (1) of the Companies Act, 2013, Every company having net worth of rupees five hundred crore or
more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial
year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out
of which at least one director shall be an independent director.

The Corporate Social Responsibility (CSR) is applicable to our Company from FY 2024-25 onwards. However, the
requirement for constitution of CSR Committee as stated above is not applicable to us as the amount required to be spent by
the Company under Section 135(5) of the Companies Act, 2013 does not exceed Rs. 50.00 Lakhs (Rupees Fifty Lakh) and
the functions of such Committee shall be discharged by the Board of Directors of the Company as per Section 135(9) of the
Companies Act, 2013.

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MANAGEMENT ORGANIZATIONAL STRUCTURE:

Chief Financial Officer

Managing Director &
Chairman
Company Secretary &
Compliance Officer
Board of Director

Whole Time Director

Non-Executive Director

Independent Directors

OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The details of the Key Managerial Personnel and Senior Management as on the date of this prospectus are set out below. All
the Key Managerial Personnel and Senior Management are permanent employees of our Company. Except for certain
statutory benefits, there are no other benefits accruing to the Key Managerial Personnel and Senior Management.

1. Mr. Arvind Kamboj aged about 37 years, is the Promoter, Managing Director & Chairman of our Company. For details,
please refer section titled “Our Management” beginning on page no. 149 of this Prospectus.

2. Mrs. Shaina Malhotra, aged about 37 years, is the Promoter and Whole time Director of our Company. For details,
please refer section titled “Our Management” beginning on page no. 149 of this Prospectus.

3. Rachit Choudhary, aged about 34 years, currently serves as the Chief Financial Officer (CFO) of our Company. He
joined the organization on November 19, 2016, as Finance Manager and has been an integral part of the company's
growth journey. On August 26, 2024, he was elevated to the position of CFO, reflecting his significant contributions
and expertise in financial management. He has passed the Integrated Professional Competence Examination held by the
Institute of Chartered Accountants of India in the year 2012 and completed his Bachelor’s Degree in Commerce from
Himalayan University in the year 2019. With over 8 years of professional experience in accounts and finance, he brings
a wealth of knowledge and skills to his role. His areas of expertise include financial planning, budgeting, auditing, and
compliance, which have been instrumental in driving the financial stability and strategic planning of our Company.
During the Financial Year 2024-25, he has drawn a remuneration of ₹ 3.20 lakhs as CFO (overall remuneration of ₹
4.80 Lakhs for full financial year).

4. Vasant Kuber Soni, aged 30 years is the Company Secretary and Compliance Officer of our Company with the effect
from August 26, 2024. He holds a Bachelor of Commerce Degree from University of Delhi in the year 2014. He is a
qualified Company Secretary being Membership No. A66674 and Associate Member of the Institute of Company
Secretaries of India and is responsible for secretarial and compliance matters of the company. He has an experience of
more than 4 years in corporate secretarial, legal and compliance and other applicable laws in India. Prior to joining our
Company, he worked at Listed entity and NBFC Company. During the Financial Year 2024-25, he has drawn a
remuneration of ₹ 1.61 lakhs.

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OUR SENIOR MANAGEMENT

1. Charanjeet Arora, aged about 33 years is the Operations Manager of our Company with the effect from October 01,
2021. She holds Bachelor of Physiotherapy from Institute of Applied Medicines & Research in the year 2013. She has
more than 3 years of experience in our company specifically in managing and streamlining footwear operations. Her
role involves overseeing daily operational processes, ensuring quality standards are met, and optimizing efficiency
across the footwear segment. With her well-rounded skill set, Charanjeet continues to play a critical role in driving the
company's operational excellence and contributing to its overall success. During the Financial Year 2024-25, she has
drawn a remuneration of ₹ 3.00 Lakhs.

STATUS OF KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT IN OUR COMPANY

All our key managerial personnel or Senior Management are permanent employees of our Company.

SHAREHOLDING OF KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT IN OUR COMPANY

The details of the shareholding of our Key Management Personnel or Senior Management as on the date of this prospectus
are as follows: -

Percentage of Percentage
Sl. Name of the Director No. of Equity
Category/ Status Pre-Issue of Post-Issue
No. Shareholder Shares
Capital (%) Capital (%)
Managing Director &
1 Arvind Kamboj 25,00,000 50.00% 35.21%
Chairman
2 Shaina Malhotra Whole Time Director 24,99,975 49.99% 35.21%

3 Rachit Choudhary Chief Financial Officer 5 0.00% 0.00%

BONUS OR PROFIT-SHARING PLAN OF THE KEY MANAGERIAL PERSONNEL OR SENIOR

MANAGEMENT

Our Company does not have a performance linked bonus or a profit-sharing plan for the Key Management Personnel or
Senior Management. However, our Company pays incentive to all its employees based on their performance including the
Key Managerial Personnel or Senior Management of our Company.

INTERESTS OF KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT

Except as mentioned above in this prospectus, the Key Management Personnel or Senior Management do not have any
interest in our Company, other than to the extent of the remuneration or benefits to which they are entitled to as per their
terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business.

PAYMENT OF BENEFITS TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)

Except as disclosed in this prospectus and any statutory payments made by our Company to its officers, our Company has
not paid any sum, any non-salary related amount or benefit to any of its officers or to its employees including amounts
towards super-annuation, ex-gratia/rewards.

Except statutory benefits upon termination of employment in our Company or superannuation, no officer of our Company is
entitled to any benefit upon termination of such officer’s employment in our Company or superannuation. Contributions are
made by our Company towards provident fund, gratuity fund and employee state insurance.

Except as stated under section titled “Financial Information as Restated” beginning on page no 175 of this prospectus,
none of the beneficiaries of loans and advances or sundry debtors are related to our Company, our Directors or our Promoter.

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RELATIONSHIP AMONGST THE KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT OF OUR

COMPANY

None of the Key Managerial Personnel of the Company have family relationship except the details mentioned below:

Director Other Director Relation

Mr. Arvind Kamboj Mrs. Shaina Malhotra Spouse

RELATIONSHIP BETWEEN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL OR SENIOR

MANAGEMENT

Director Other Director Relation

Mr. Arvind Kamboj Mrs. Shaina Malhotra Spouse
Mr. Atul Malhotra Brother-In-Law
Mrs. Shaina Malhotra Mr. Arvind Kamboj Spouse
Mr. Atul Malhotra Brother
Mr. Atul Malhotra Mr. Arvind Kamboj Brother-In-Law
Mrs. Shaina Malhotra Sister

ARRANGEMENT AND UNDERSTANDING WITH MAJOR SHAREHOLDERS/CUSTOMERS/ SUPPLIERS

None of the above Key Managerial Personnel or Senior Management have been selected pursuant to any
arrangement/understanding with major shareholders/customers/suppliers.

DETAILS OF SERVICE CONTRACTS OF THE KEY MANAGERIAL PERSONNEL OR SENIOR

MANAGEMENT

Except for the terms set forth in the appointment letters, the Key Managerial Personnel or Senior Management have not
entered into any other contractual arrangements with our Company for provision of benefits or payments of any amount upon
termination of employment.

EMPLOYEE STOCK OPTION OR EMPLOYEE STOCK PURCHASE

Our Company has not granted any options or allotted any Equity Shares under the ESOP Scheme as on the date of this
prospectus.

LOANS AVAILED BY DIRECTORS / KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT OF

OUR COMPANY

None of the Directors or Key Managerial Personnels or Senior Management have availed loan from our Company which is
outstanding as on the date of this prospectus.

CHANGES IN OUR COMPANY’S KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT DURING

THE LAST THREE (3) YEARS

The changes in the Key Managerial Personnel or Senior Management of our Company in the last three (3) years are as
follows:

Name Date Designation Reason

Mr. Arvind Kamboj 28-08-2024 Managing Director & Chairman Re-designation
Mrs. Shaina Malhotra 28-08-2024 Whole Time Director Re-designation
Mr. Atul Malhotra 10-04-2024 Non-Executive Director Appointment
Mr. Saurabh Shashwat 28-08-2024 Independent Director Appointment
Ms. Rojina Thapa 28-08-2024 Independent Director Appointment

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OUR PROMOTERS AND PROMOTER GROUP

1. Our Promoters:

The Promoters of our Company are (i) Arvind Kamboj, (ii) Mrs. Shaina Malhotra and (iii) Mr. Atul Malhotra.

As on the date of this prospectus, our Promoters jointly hold 49,99,975 Equity Shares which in aggregate, almost
constitutes 99.99% of the pre issued paid-up Equity Share capital of our Company.

For details of the build-up of the Promoters’ shareholding in our Company, see “Capital Structure”, on page 58 of this
Prospectus.

(i) Details of Individual Promoters of our Company:

Arvind Kamboj, aged 37 years, is the Promoter, Managing Director &

Chairman of the company. For further personal details, please also refer to
section titled “Our Management” beginning on page 149 of this prospectus.

Name of Promoter Arvind Kamboj

Father’s Name Yashpal Kamboj

Date of Birth 13.03.1987

Age 37 Years
1. Post Graduate Programme in Business Economics with specialization in
Qualification
Finance from Wigan & Leigh College, United Kingdom.
Occupation Business

Nationality Indian
WZ 686 C-Top Floor, Shiv Nagar Extension, Near Dashmesh Hospital, Jail
Address
Road, VTC: Jail Road, P.O. Janakpuri C-4, West Delhi, PIN-110058.
DIN 09624208

PAN BHFPK9170G
1. Daresouls Private Limited
Directorship in Other Companies
2. Hill To Harbour Infra Private Limited
Other Ventures 1. Fashionkhor.com (Proprietorship)

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Shaina Malhotra, aged 37 years, is the Promoter and Whole time Director
of the company. For further personal details, please also refer to section
titled “Our Management” beginning on page 149 of this prospectus.

Name of Promoter Shaina Malhotra

Father’s Name Ashwani Kumar Malhotra

Date of Birth 03.09.1987

Age 37 Years

1. Master of Business Administration from IFCAI University, Dehdradun

Qualification
in the year 2010.

Occupation Business

Nationality Indian

WZ 686 C-Top Floor, Shiv Nagar Extension, Near Dhasmesh Hospital, Jail
Address Road, VTC: Jail Road, PO: Janakpuri C-4, District-West Delhi, Pin Code –
110058.

DIN 06809352

PAN AMRPM8543K

Directorship in Other Companies NIL

1. Shanaya Industries (Proprietorship)

Other Ventures 2. Delhi Design House (Proprietorship)
3. Arasha Retail LLP (Strike Off)

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Atul Malhotra, aged 40 years, is the Promoter and Non-Executive Director

of the company. For further personal details, please also refer to section
titled “Our Management” beginning on page 149 of this prospectus.

Name of Promoter Atul Malhotra

Father’s Name Ashwani Malhotra
Date of Birth 16-08-1984
Age 40 Years
1. Bachelor of Computer Application IASE Deemed University in the
year 2011.
Qualification
2. Master of Business Administration from Sam Higginbottom Institute of
Agriculture, Technology & Sciences in the year 2013.

Occupation Business
Nationality Indian

WZ-591, Second Floor Gali No. 22, Shiv Nagar Extension, Janakpuri B-1,
Address
West Delhi, Delhi-110058.

DIN 07814724
PAN AJWPM4186A

1. Daresouls Private Limited

Directorship in other companies
2. Hill To Harbour Infra Private Limited

1. Akash Overseas (Proprietorship)

Other Ventures
2. Arasha Retail LLP (Strike Off)

Our Company confirms that it will submit the details of the PAN, Bank Account Number, Passport number, Aadhaar
card number and driving license number of our Promoters to BSE separately at the time of filing the prospectus.

(ii) Details of Body Corporate Promoter of our Company

We don’t have any Body Corporate Promoters.

CHANGE IN THE MANAGEMENT AND CONTROL OF OUR COMPANY

There has not been any major change in the control of our Company in the five years immediately preceding the date of this
Prospectus.

EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY

For details in relation to experience of our Promoters in the business of our Company, please refer the chapter titled “Our
Management” beginning on page no. of 149 this Prospectus.

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INTERESTS OF OUR PROMOTERS

Interest in the Promotions of our Company:

Our Promoters are interested in our Company to the extent of the promotion of our Company and to the extent of their
respective equity shareholding in our Company and any dividend distribution that may be made by our Company with respect
to their equity shares in the future. For details pertaining to our Promoter’s shareholding, please refer to chapter titled
“Capital Structure” beginning on page 58 of this Prospectus.

Interest in the property of our Company:

Except as given in the chapter titled “Our Business” beginning on page 113 of this Prospectus, our Promoters or Group
Company do not have any interest in any property acquired by our Company in the preceding three (3) years of the date of
this Prospectus or proposed to be acquired by it or in any transaction in acquisition of land or any construction of building
or supply of machinery.

Interest as Member of our Company:

As on the date of this Prospectus, our Promoter and Promoter Group collectively hold 49,99,975 Equity Shares of our
Company and is therefore interested to the extent of their shareholding and the dividend declared, if any, by our Company.
Except to the extent of shareholding of the Promoter in our Company and benefits as provided in the section titled “Our
Management” in that Remuneration details of our Directors on page 149 of this Prospectus, our Promoter does not hold any
other interest in our Company.

Interest in transactions for acquisition of land, construction of building and supply of machinery:
None of our Promoters or Directors is interested in any transaction for the acquisition of land, construction of building or
supply of machinery.

Interest of Promoters in Sales and Purchases:

There are no sales/purchases between our Company and our Group Entity other than as stated in the section titled “Financial
Information - Related Party Transactions” beginning on page no. 210 of this prospectus.

Other Interests in our Company:

Except as disclosed in this prospectus, our Promoters have not entered into any contract, agreements or arrangements in
which our Promoters are directly or indirectly interested, and no payments have been made to them in respect of the contracts,
agreements or arrangements which are proposed to be made with them including the properties purchased by our Company
other than in the normal course of business.

Confirmations:

Our Company hereby confirms that:

➢ None of our Promoters or Directors have been declared as a wilful defaulter or fraudulent borrower or is a fugitive
economic offender.

➢ Neither our Company nor our Promoters, Promoter Group and Directors our Company are debarred from accessing the
Capital Market by SEBI

➢ None of the promoters or directors of our Company is a promoter or director of any other company which is debarred
from accessing the capital market by SEBI.

PAYMENT OR BENEFITS TO THE PROMOTERS IN THE LAST TWO (2) YEARS

No payment or benefit has been made to the Promoters except as disclosed in the related party transaction. For further details,
please refer to section titled “Financial Information - Related Party Transactions” beginning on page no. 210 of this
prospectus.

LITIGATION DETAILS PERTAINING TO OUR PROMOTERS

For details on litigations and disputes pending against the Promoters and defaults made by our Promoters please refer to
section titled “Outstanding Litigations and Material Developments” beginning on page no. 228 of this prospectus.

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DISASSOCIATION BY THE PROMOTERS FROM ENTITIES IN THE LAST THREE YEARS

As on the date of this Prospectus, none of our Promoters have disassociated themselves from any of the entities in the last
three years.

MATERIAL GUARANTEES PROVIDED BY OUR PROMOTERS

Except as stated in the chapter titled “Financial Indebtedness” beginning on page 215 of this Prospectus, there are no
material guarantees given by our Promoters to third parties with respect to specified securities of the Company as on the date
of this Prospectus.

EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY

For details in relation to experience of our Promoters in the business of our Company, please refer the chapter titled “Our
Management” beginning on page 149 of this Prospectus.

COMMON PURSUITS OF PROMOTERS AND PROMOTER GROUP ENTITIES

Some of our Group Entities are involved in similar line of business as that of our Company. For further information on
common pursuits and risks associated, please refer risk factor on ‘conflicts of interest’ in chapter titled “Risk Factors”
beginning on page 22 of this Prospectus.

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Our Promoter Groups:

In compliance with SEBI Guideline, “Promoter Group” pursuant to the regulation 2(1)(pp) of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, we confirm that following persons are part of promoter group:

A) The promoter:

As per Regulation 2(1)(pp)(i) of the SEBI ICDR Regulations, the following are the Promoters:

 Arvind Kamboj
 Shaina Malhotra
 Atul Malhotra

B) Natural persons i.e., an immediate relative of the promoter (i.e., any spouse of that person, or any parent, brother,
sister or child of the person or of the spouse);

As per Regulation 2(1)(pp)(ii) of the SEBI ICDR Regulations, the following individuals form part of our Promoter
Group:

Name of the Promoters

Relationship
Arvind Kamboj Shaina Malhotra Atul Malhotra
Father Late Yashpal Kamboj Ashwani Kumar Malhotra Ashwani Kumar Malhotra
Mother Late Inderjeet Kamboj Asha Malhotra Asha Malhotra
Brother NA Atul Malhotra NA
Sister Aditi Singla NA Shaina Malhotra
Spouse Shaina Malhotra Arvind Kamboj NA
Son NA NA NA
Daughter Shanaya Kamboj Shanaya Kamboj NA
Spouse’s Father Ashwani Kumar Malhotra Late Yashpal Kamboj NA
Spouse’s Mother Asha Malhotra Late Inderjeet Kamboj NA
Spouse’s Brother Atul Malhotra NA NA
Spouse’s Sister NA Aditi Singla NA

C) Entities forming part of Promoter Group

As per Regulation 2(1)(pp)(iii) of the SEBI ICDR Regulations, in case Promoter is a Body Corporate

Nature of Relationship Entity

Subsidiary or holding company of Promoter Company. Nil
Any Body corporate in which promoter (Body Corporate) Nil
holds 20% or more of the equity share capital or which holds
20% or more of the equity share capital of the promoter (Body
Corporate).

As per Regulation 2(1)(pp)(iv) of the SEBI ICDR Regulations, in case Promoter is an Individual

Nature of Relationship Entity

Any Body Corporate in which 20% or more of the equity share Entities Controlled by Promoters-
capital is held by promoter or an immediate relative of the - Daresouls Private Limited
promoter or a firm or HUF in which promoter or any one or - Hills To Harbour Infra Private Limited
more of his immediate relatives is a member.
Any Body corporate in which Body Corporate as provided Nil
above holds 20% or more of the equity share capital.
Any Hindu Undivided Family or firm in which the aggregate Entities Controlled by Promoter’s Relatives
share of the promoter and his immediate relatives is equal to or - Fashionkhor.com (Proprietorship)
more than twenty percent of total capital. - Shanaya Industries (Proprietorship)
- Delhi Design House (Proprietorship)
- Akash Overseas (Proprietorship)
- I K Designs (Proprietorship)
- Keshav Group of Industries (Proprietorship)

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D) As per Regulation 2(1)(pp)(v) of the SEBI ICDR Regulations, all persons whose shareholding under the heading
“shareholding of the promoter group”:

Nil

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GROUP ENTITIES OF OUR COMPANY

In compliance with SEBI Guideline, “Group Companies/Entities” pursuant to the regulation 2(1)(t) of SEBI (ICDR)
Regulations, 2018, shall include companies (other than promoter(s) and subsidiary/subsidiaries) with which there were related
party transactions, during the period for which financial information is disclosed, as covered under the applicable accounting
standards and also other companies as are considered material by the Board.

Based on the above, the below mentioned are considered as Group Entities of our Company (Companies which are no longer
associated with our Company have not been disclosed as Group Companies.): -

1. Daresouls Private Limited

Name of the Entity Daresouls Private Limited

Category Private Company

1. Arvind Kamboj
Name of Director
2. Atul Malhotra
Brief Description and nature of activity or
Company deals in Manufacturing of Women Footwear.
Business
Date of Incorporation 13.06.2023

CIN U47713DL2023PTC415739

PAN AAKCD1117C
Plot At Kh. No -53/11/1, Ground Floor Village, Mun, Mundka,
Registered Office Address
West Delhi, New Delhi, Delhi, India, 110041.
Audited Financial Information (₹ in lakhs):
F.Y 2023-24
Particulars FY 2024-25
(13.06.2023 – 31.03.2024)
Share Capital 1.00

Reserves and Surplus 0.51

Net Worth 1.51

Total Revenue Not Audited 64.04

Profit/(Loss) after tax 0.51

Earnings Per Share (face value of ₹ 10/- each) 0.05

Net Asset Value Per Share (₹) 15.10

Shareholding of Daresouls Private Limited as on 31/03/2025

Name of Shareholder No. of Shares % of total shares

Arvind Kamboj 5,000 50.00%

Atul Malhotra 5,000 50.00%

Total 10,000 100.00%

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2. Toobs Fashions Private Limited

Name of the Entity Toobs Fashions Private Limited

Category Private Company

1. Harmeet Kaur
Name of Director
2. Rachit Choudhary
Brief Description and nature of activity or
Company deals in Manufacturing of Women Footwear.
Business
Date of Incorporation 04.07.2023

CIN U47820DL2023PTC416579

PAN AAKCT2462Q
Plot No. 426/1, Rani Khera Road, Mundka, West Delhi, New
Registered Office Address
Delhi, Delhi, India, 110041
Audited Financial Information (₹ in lakhs):
F.Y 2023-24
Particulars FY 2024-25
(04.07.2023 – 31.03.2024)
Share Capital 10.00

Reserves and Surplus 0.54

Net Worth 10.54

Total Revenue Not Audited 78.84

Profit/(Loss) after tax 0.54

Earnings Per Share (face value of ₹ 10/- each) 0.01

Net Asset Value Per Share (₹) 10.54

Shareholding of Toobs Fashions Private Limited as on 31/03/2025

Name of Shareholder No. of Shares % of total shares

Harmeet Kaur 50,000 50.00%

Rachit Choudhary 50,000 50.00%

Total 1,00,000 100.00%

LITIGATION

Our Group Company is not party to any pending litigation which may have a material impact on our Company. For details,
see “Outstanding Litigation and Material Developments – Litigations involving Group Companies” beginning on page 228
of this Prospectus.

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NATURE AND EXTENT OF INTEREST OF GROUP COMPANIES

• Our Group Companies do not have any interest in the promotion of our Company.
• Our Group Companies are not interested in the properties acquired by our company in the three (3) years preceding the
filing of this Prospectus or proposed to be acquired by our Company.
• Our Group Companies are not interested in any transactions for acquisition of plant, construction of building or supply
of machinery.

RELATED BUSINESS TRANSACTIONS WITHIN THE GROUP AND SIGNIFICANCE ON THE FINANCIAL
PERFORMANCE OF OUR COMPANY

Other than the transactions disclosed in the chapter titled “Restated Financial Statements - Related Party Transactions”
beginning on page 210 of this Prospectus, there are no other business transactions between our Company and Group
Companies.

BUSINESS INTERESTS OR OTHER INTERESTS

Except as disclosed in the chapter “Restated Financial Statements” beginning on page 175, our Group Company do not
have or propose to have any business interest in our Company.

OTHER CONFIRMATIONS

• Equity shares of our Group Company are not listed on any stock exchange.
• Except as disclosed, our Group Company has not 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. For further details, please see the
chapter “Other Regulatory and Statutory Disclosures” beginning on page 236 of this Prospectus.
• None of the securities of our Group Company has been refused listing by any stock exchange in India or abroad during
last ten years, nor has our Group Company failed to meet the listing requirements of any stock exchange in India or
abroad.

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RELATED PARTY TRANSACTIONS

For details on related party transactions (As per the requirement under Accounting Standard 24 “Related Party Disclosure”

issued by ICAI) of our Company during the restated audit period as mentioned in this prospectus i.e., for the Financial Year

ended on 31st March 2025, 31st March 2024 and 31st March 2023 please refer to Section titled, Financial Information -

Related Party Transactions, beginning on page 210 of this prospectus.

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DIVIDEND POLICY

Our Company does not have any formal dividend policy for the equity shares. Our Company can pay Final dividends upon
a recommendation by Board of Directors and approval by majority of the members at the Annual General Meeting subject
to the provisions of the Articles of Association and the Companies Act, 2013. The Members of our Company have the right
to decrease, not to increase the amount of dividend recommended by the Board of Directors. The Articles of Association of
our Company also gives the discretion to Board of Directors to declare and pay interim dividends.

The dividends may be paid out of profits of our Company in the year in which the dividend is declared or out of the
undistributed profits or reserves of previous fiscal years or out of both which shall be arrived at after providing for
depreciation in accordance with the provisions of Companies Act, 2013. The declaration and payment of dividend will
depend on a number of factors, including but not limited to the results of operations, earnings, capital requirements and
surplus, general financial conditions, applicable Indian legal restrictions, contractual obligations and restrictions, restrictive
covenants under the loan and other financing arrangements to finance the various projects of our Company and other factors
considered relevant by our Board of Directors.

Our Company has not paid / declared any dividend in last three years from date of this Prospectus.

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SECTION IX: FINANCIAL INFORMATION

FINANCIAL STATEMENTS AS RESTATED

Independent Auditor’s Examination report on Restated Standalone Financial Information of

Marc Loire Fashions Limited

To,
The Board of Directors
Marc Loire Fashions Limited,
(Erstwhile known as Marc Loire Fashions Private Limited)
Plot No 426/1, First Floor, Rani Khera Road
Mundaka, New Delhi – 110041

Dear Sir/Madam,

1. We, M/s. SPMG & Company, Chartered Accountant (“we” or “us”) have examined the attached Restated Financial
Information of Marc Loire Fashions Limited (Formerly known as Marc Loire Fashions Private Limited) (the
“Company” or the “Issuer”), comprising the Restated Statement of Assets and Liabilities as at and for the Financial
Years ended on March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Statements of Profit and Loss, the
Restated Cash Flow Statement for the Financial Years ended on March 31, 2025, March 31, 2024 and March 31, 2023,
the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively, the
“Restated Financial Information”), as approved by the Board of Directors of the Company at their meeting held on
22/05/2025 for the purpose of inclusion in the Prospectus prepared by the Company in connection with its proposed
Initial Public Offer of equity shares at SME Platform of Exchange (“SME IPO”).

2. These restated Summary Statement have been prepared in terms of the requirements of:

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 ("ICDR Regulations"); and

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

3. The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information for the
purpose of inclusion in the Prospectus to be filed with Securities and Exchange Board of India, Registrar of Companies,
Delhi and the relevant stock exchange in connection with the proposed SME IPO. The Restated Financial Information
have been prepared by the management of the Company on the basis of preparation stated in Annexure IV & Annexure
V to the Restated Financial Information. The Board of Directors of the Company responsibility includes designing,
implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated
Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company
complies with the Act, ICDR Regulations and the Guidance Note.

4. We have examined such Restated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement
letter dated 01/04/2025 in connection with the proposed IPO of equity shares of the Issuer;

b) The Guidance Note. The Guidance Note also requires that we 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 verification of evidence supporting
the Restated Financial Information; 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.

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5. These Restated Financial Information have been compiled by the management from the Audited Financial Statements
of the Company for the Financial Years ended on March 31, 2025, 2024 and 2023, which has been approved by the
Board of Directors. For the purpose of our examination, we have relied on:

a) Audited financial statements of the Company as at and for the Financial Years ended on March 31, 2025, 2024 and
2023 prepared in accordance with the Accounting Standards (Indian GAAP) as prescribed under Section 133 of the
Act read with Companies (Accounting Standards) Rules 2021, as amended, and other accounting principles
generally accepted in India. which have been approved by the Board of Directors at their meeting held on
20/05/2025, 01/08/2024 and 05/09/2023 respectively.

b) Auditors’ reports issued by us dated 20/05/2025, 01/08/2024 and 05/09/2023 on the standalone financial statement
as at and for the year ended on March 31, 2025, March 31, 2024 and March 31, 2023 respectively which have been
approved by the Board of Directors at their meeting as mentioned in point 5(a) above.

6. The audits for the financial year ended on March 31, 2025, March 31, 2024 and March 31, 2023 has been done by us
i.e. M/s. SPMG & Company (FRN No: 509249C).

7. Based on our examination and according to the information and explanations given to us, we are of the opinion that:

a) The “Restated Summary Statement of Assets and Liabilities” as set out in Annexure I to this report, of the
Company for the Financial Years ended on March 31, 2025, 2024 and 2023 are prepared by the Company and
approved by the Board of Directors. These Restated summary Statement of Assets and Liabilities, have been arrived
at after making such adjustments and regroupings to the individual financial statements of the Company, as in our
opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set
out in Annexure IV & Annexure V to this Report.

b) The “Restated Summary Statement of Profit and Loss” as set out in Annexure II to this report, of the Company
as at and for the Financial Years ended on March 31, 2025, 2024 and 2023 are prepared by the Company and
approved by the Board of Directors. These Restated summary Statement of Profit and Loss have been arrived at
after making such adjustments and regroupings to the individual financial statements of the Company, as in our
opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set
out in Annexure IV & Annexure V to this Report.

c) The “Restated Summary Statement of Cash Flow” as set out in Annexure III to this report, of the Company as
at and for the Financial Years ended on March 31, 2025, 2024 and 2023 are prepared by the Company and approved
by the Board of Directors. These Restated summary Statement of Cash Flow have been arrived at after making such
adjustments and regroupings to the individual financial statements of the Company, as in our opinion were
appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in
Annexure IV & Annexure V to this Report.

d) The Restated Summary Statement have been prepared in accordance with the Act, ICDR Regulations and the
Guidance Note.

e) The Restated Summary Statements have been made after incorporating adjustments for the changes in accounting
policies retrospectively in respective financial period/years to reflect the same accounting treatment as per the
changed accounting policy for all reporting periods, if any;

f) The Restated Summary Statements have been made after incorporating adjustments for prior period and other
material amounts in the respective financial years/period to which they relate, if any and there are no qualifications
which require adjustments;

g) There are no extra-ordinary items that needs to be disclosed separately in the accounts and requiring adjustments
other than those already disclosed;

h) There were no qualifications in the Audit Reports issued by the Statutory Auditors as at and for financial years
ended March 31, 2025, March 31, 2024 and March 31, 2023 which would require adjustments in this Restated
Financial Statements of the Company;

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i) Profits and losses have been arrived at after charging all expenses including depreciation and after making such
adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with
the Significant Accounting Polices and Notes to Accounts as set out in Annexure IV & Annexure V to this report;

j) Adjustments in Restated Summary Statements have been made in accordance with the correct accounting policies,
which includes the impact of provision of gratuity made on actuarial valuation basis in the Restated Summary
Statements;

k) There was no change in accounting policies, which needs to be adjusted in the Restated Summary Statements;

l) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements;

m) The company has not proposed any dividend in past effective for the said period.

8. We have also examined the following other financial information relating to the Company prepared by the Management
and as approved by the Board of Directors of the Company and annexed to this report relating to the Company as at and
for the Financial Years ended on March 31, 2025, 2024 and 2023 proposed to be included in the Prospectus.

Annexure No. Particulars

I Restated Statement of Assets & Liabilities
I.1 Restated Statement of Share Capital
I.2 Restated Statement of Reserves & Surpluses
I.3 Restated Statement of Long-Term Borrowings
I.4 Restated Statement of Deferred Tax Liabilities/Assets
I.5 Restated Statement of Other Long-Term Liabilities
I.6 Restated Statement of Long-Term provisions
I.7 Restated Statement of Short-Term Borrowings
I.8 Restated Statement of Current Maturity of Long-Term Borrowings
I.9 Restated Statement of Trade Payables
I.10 Restated Statement of Other Current Liabilities
I.11 Restated Statement of Short-Term Provisions
I.12 Restated Statement of Property, Plant and Equipments and Intangible Assets
I.13 Restated Statement of Non-Current Investments
I.14 Restated Statement of Long-Term Loans and Advances
I.15 Restated Statement of Other Non- current Assets
I.16 Restated Statement of Current Investments
I.17 Restated Statement of Inventories
I.18 Restated Statement of Trade Receivables
I.19 Restated Statement of Cash and Cash Equivalents
I.20 Restated Statement of Short-Term Loans and Advances
I.21 Restated Statement of Other Current Assets
II Restated Statement of Profit & Loss
II.1 Restated Statement of Revenue from operations
II.2 Restated Statement of Other Income
II.3 Restated Statement of Cost of Material Consumed
II.4 Restated Statement of Purchase of Stock-in-Trade
II.5 Restated Statement of Change in Inventories
II.6 Restated Statement of Employees Benefit Expenses
II.7 Restated Statement of Other Expenses
II.8 Restated Statement of Financial Charges
II.9 Restated Statement of Provision for Taxation

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II.10 Restated Statement of Earnings per equity share

Other Annexures:
III Cash Flow Statement
IV Statement of Significant Accounting Policies
V Notes to the Re-stated Financial Statements
VI Statement of Accounting & Other Ratios, As Restated
VII Statement of Capitalization, As Restated
VIII Statement of Tax Shelter, As Restated
IX Statement of Related Parties & Transactions
X Statement of Dividends
XI Changes in the Contingent Liabilities & Commitments
XII Depreciation

9. We, M/s. SPMG & Company, Chartered Accountants have been subjected to the peer review process of the Institute of
Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate issued by the “Peer Review Board”
of the ICAI which is valid till April 30, 2028.

10. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates
of the reports on the special purpose interim financial statements and audited financial statements mentioned in
paragraph 5 above.

11. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued
by us / any other firm of Chartered Accountants, nor should this report be construed as a new opinion on any of the
financial statements referred to herein.

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

13. Our report is intended solely for use of the Board of Directors for inclusion in the Prospectus to be filed with Securities
and Exchange Board of India, the stock exchanges and Registrar of Companies, Delhi in connection with the proposed
IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in
writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other
person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For SPMG & Company

Chartered Accountants
Firm Reg. No: 509249C
PRC No: 020529

Sd/-

CA Shilpi Jain
Partner
Membership No.: 531054
Place: Delhi
Date: 22/05/2025
UDIN: 25531054BMZWFJ8398

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ANNEXURE - I
STATEMENT OF STANDALONE ASSETS & LIABILITIES, AS RESTATED
As on (Rs. In Lakhs)
Particulars Note No.
31-03-2025 31-03-2024 31-03-2023
I. EQUITY & LIABILITIES
(1) Shareholders Fund
a) Share capital I.1 500.00 100.00 100.00
b) Reserves and surplus I.2 575.51 504.98 97.28
c) Money received against share warrants - - -
Total Shareholder's Fund 1,075.51 604.98 197.28
(2) Share application money pending allotment - - -
(3) Non-Current Liabilities
a) Long-Term Borrowings I.3 - - -
b) Deferred Tax Liability (Net) I.4 - - -
c) Other Long Term Liabilities I.5 - - -
d) Long Term provisions I.6 4.70 3.74 3.59
Total Non Current Liabilities 4.70 3.74 3.59
(4) Current Liabilities
a) Short Term Borrowings I.7 2.53 147.74 -
b) Current Maturity of Long Term Borrowings I.8 - - -
b) Trade Payables
- total outstanding dues of MSME; and I.9 56.30 25.19 -
- total outstanding dues of creditors other than MSME 907.63 755.59 1,066.97
c) Other Current Liabilities I.10 9.54 19.59 6.10
d) Short Term Provisions I.11 167.94 144.93 25.08
Total Current Liabilities 1,143.94 1,093.04 1,098.15
Total Equity & Liability 2,224.16 1,701.75 1,299.02
II. ASSETS
(1) Non-Current Assets
a) Property, Plant and Equipments and Intangible Assets
(i) Property, Plant and Equipments 3.06 4.81 4.69
(ii) Intangible Assets I.12 - - 0.46
(iii) Capital Work-In-Progress - - -
(iv) Intangible assets under development
Total Fixed Assets 3.06 4.81 5.15
b) Non - current Investments I.13 115.95 115.95 -
c) Deferred Tax Assets (Net) I.4 1.64 1.19 0.82
d) Long Term Loans and Advances I.14 - - -
e) Other Non- current Assets I.15 3.46 3.46 3.06
Total Non Current Assets 121.05 120.60 3.88
(2) Current assets
a) Current Investments I.16 - - 125.00
b) Inventories I.17 973.79 732.21 127.46
c) Trade Receivables I.18 932.78 471.21 739.16
d) Cash and Cash Equivalents balances I.19 117.58 197.26 196.30
e) Short Term Loans and Advances I.20 - - -
f) Other Current Assets I.21 75.90 175.68 102.07
Total Current Assets 2,100.05 1,576.35 1,289.99
Total Assets 2,224.16 1,701.75 1,299.02
Note: The above statement should be read with the Significant Accounting Policies and Notes on Financial Statements appearing
in Annexure IV & V respectively.

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ANNEXURE - II
STATEMENT OF STANDALONE PROFIT & LOSS, AS RESTATED
For the Year ended on (Rs. In lakhs)
Particulars Note No.
31-03-2025 31-03-2024 31-03-2023
Income
Revenue from Operations II.1 4,225.74 4,020.30 3,741.62
Other Income II.2 20.68 19.77 2.10
Total Income 4,246.42 4,040.07 3,743.72
Expenditure
Purchase of Stock-in-Trade II.4 2,167.18 2,592.64 1,594.86
Change in Inventories II.5 (241.58) (604.75) (27.55)
Employee Benefit Expenses II.6 71.74 113.53 122.27
Other Expenses II.7 1,595.42 1,382.12 1,964.72
Total Expenses 3,592.77 3,483.53 3,654.29
Profit/(Loss) Before Interest, Depreciation,
653.65 556.54 89.43
Exceptional & Extraordinary Items and Tax
Depreciation & Amortisation Expenses 2.31 3.30 1.14
Profit/(Loss) Before Interest, Exceptional &
651.34 553.24 88.29
Extraordinary Items and Tax
Financial Charges II.8 16.21 3.55 -
Profit/(Loss) before Exceptional & Extraordinary
635.13 549.69 88.29
Items and Tax
Exceptional Item - - -
Extraordinary Item - - -
Profit before Taxation
Provision for Taxation 165.04 142.37 22.90
II.9
Provision for Deferred Tax (0.45) (0.38) (0.24)
Total 164.59 141.99 22.66
Profit After Tax from Continuing Operation 470.54 407.69 65.63
Profit/(Loss) from Discontinuing Operations - - -
Tax expenses of Discontinuing Operations - - -
Profit/(Loss) from Discontinuing Operation (after tax) - - -
- - -
Net Profit Transferred to Balance Sheet 470.54 407.69 65.63
Earnings per equity share
Basic and Diluted II.10 9.41 8.15 1.31
Note: The above statement should be read with the Significant Accounting Policies and Notes on Financial Statements appearing
in Annexure IV & V respectively.

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ANNEXURE - III
STATEMENT OF STANDALONE CASH FLOW, AS RESTATED
For the Year ended on (Rs. In lakhs)
PARTICULARS
31-03-2025 31-03-2024 31-03-2023
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Tax as per Profit & Loss A/c 635.13 549.69 88.29
Adjusted for :
a. Depreciation & Amortisation Expenses 2.31 3.30 1.14
b. Interest Expenses & Finance Cost 16.21 3.55 -
c. Other Adjustments - - -
d. Interest & Other Income (20.68) (19.77) (2.10)
Operating profit before working capital changes 632.97 536.77 87.33
Adjusted for :
a. Decrease /(Increase) in Inventories (241.58) (604.75) (27.55)
b. Decrease / ( Increase ) in trade receivable (461.58) 267.95 (66.61)
c. Decrease / ( Increase ) in Current Investments - 125.00 (125.00)
d. ( Increase ) / Decrease in short term loans and advances - - -
e. Increase / ( Decrease ) in Trade Payables 183.16 (286.19) 187.12
f. Increase / (Decrease) in short term provisions 23.01 119.85 14.68
g. Increase / ( Decrease ) in other current liabilities (10.05) 13.49 1.18
h. ( Increase ) / Decrease in Other Current Assets 99.78 (73.61) 12.90
Cash generated from operations 225.71 98.51 84.03
Net Income Tax (Paid)/Refund (165.04) (142.37) (22.90)
Net cash from operating activities before adjusting Non current and
60.67 (43.86) 61.14
Long Term Assets & Liabilities
a. ( Increase ) / Decrease in Long term loans and advances - - -
b. Increase / ( Decrease ) in Long Term Provisions 0.96 0.15 0.67
c. ( Increase ) / Decrease in Other Non Current Assets - (0.40) (1.10)
Net Cash Generated/(Used) From Operating Activities (A) 61.63 (44.10) 60.71
B. CASH FLOW FROM INVESTING ACTIVITES
a. (Purchase) Sale of Property, Plant and Equipments and Intangible Assets (0.57) (2.95) (2.97)
b.( Purchase) / Sale of non-current investment - (115.95) -
c. Interest & Other Income 20.68 19.77 2.10
Net Cash Generated/(Used) From Investing Activities (B) 20.11 (99.13) (0.87)
C. CASH FLOW FROM FINANCING ACTIVITES
a. Interest & Finance Cost (16.21) (3.55) -
b. Proceeds from share issued including Premium - - 99.00
c. ( Repayments ) / proceeds of long term borrowings - - (60.49)
d. ( Repayments ) / proceeds of short term borrowings (145.21) 147.74 -
Net Cash Generated/(Used) From Financing Activities (C) (161.42) 144.19 38.51
Net Increase / ( Decrease ) in cash and cash equivalents (79.68) 0.96 98.35
Cash and cash equivalents at the beginning of the year 197.26 196.30 97.95
Cash and cash equivalents at the end of the year 117.58 197.26 196.30
Notes:
1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard -3 'Cash Flow
Statement'. Previous year's figures have been regrouped / rearranged / recasted wherever necessary to make them comparable with those
of current year
2. The above statement should be read with the Significant Accounting Policies and Notes on Financial Statements appearing in
Annexure IV & V respectively.

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Annexure IV

A. Background of the company:

MARC LOIRE FASHIONS LIMITED (“the Company”) was incorporated on 11th March 2014. The Company is
primarily engaged in business of Trading of Footwear’s and other accessories on the E-commerce websites.

B. Statement of Significant Accounting Policies

1.1 Basis of Preparation of Financial Statements:

These financial statements have been prepared to comply with the Generally Accepted Accounting Principles in
India (Indian GAAP), including the Accounting Standards notified under Section 133 of the Companies Act, 2013
read with rule 7 of the companies (Accounts) rules 2014 as amended.

The financial statements are prepared on accrual basis under the historical cost convention, except for certain fixed
Assets which are carried at revalued amounts. The financial statements are presented in Indian rupees rounded off
to nearest Lakhs.

1.2 Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make judgments, estimates and assumptions that affect the reported amounts of revenue, expenses,
assets and liabilities and disclosure of contingent liabilities at the end of the reporting period. Although these
estimates are based upon management’s best knowledge of current events and actions, uncertainty about these
assumptions and estimates could result in outcomes requiring a material adjustment to the carrying amounts of
assets or liabilities in future periods.

1.3 Current/ Non-Current classification of assets and liabilities:

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle
and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the
time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company
has ascertained its operating cycle as up to twelve months for the purpose of current – Non Current classification
of assets and liabilities.

1.4 Property, Plant & Equipment:

The Company does not have any Property in its name. Plant & Equipment are stated at cost less depreciation till
date. The cost of an asset comprises its purchase price and directly attributable expenses. Expenditure for addition
and improvements are capitalized as and when incurred.

1.5 Intangible Assets

The company may write off the Intangible assets in part or full if it is no more useful/operational to the company.

1.6 Depreciation:
Depreciation/Amortization charge is provided on Property, Plant & Equipment on written-down-value method as
per rates prescribed in companies act, 2013. Depreciation is provided based on useful life of the assets as prescribed
in Schedule II to the Companies Act, 2013.

1.7 Inventory:
Inventories are valued at cost or net realizable value whichever is lower and on FIFO method. The cost includes all
expenses directly attributable to bringing the inventory to its current condition and location.

1.8 Investments:
• Investments intended to be held for not more than a year are classified as “Current Investments” , which are
carried at lower of cost and fair value determined on an individual investment basis.
• All other investments are classified as “Long term investments and they are carried at cost, however provision
for diminution is made to recognize a decline, other than temporary in nature.
• On disposal of an investment, the difference between its weighted average carrying amount and the net disposal
proceeds is charged or credit to the statement of profit and loss.
• Current investments readily convertible in known amount of cash and subject to insignificant risk of changes
in value are classified as cash and cash equivalents for preparation of Cash flow statements.

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1.9 Revenue Recognition:

Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer,
recovery of the consideration is reasonably certain, the associated costs and possible return of goods can be
estimated reliably, there is no continuing management involvement with the goods and the amount of revenue can
be measured reliably and stated net of Goods & Services Tax, Sales Tax, VAT, trade discounts and rebates. Interest
income is recognized on time proportion basis, taking into account outstanding amount and the applicable interest
rate. Other items of income and expenditure are recognized on accrual basis and as a going concern basis, and the
accounting policies are consistent with the generally accepted accounting policies.

1.10 Taxes on Income:

Tax expense comprises of current income tax and deferred tax. Current Income Tax is measured at the Amount
expected to be paid to the tax authorities. Deferred taxes reflects the impact of timing differences between taxable
income and accounting income originating during the current year and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance
sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off
current tax assets against current tax liabilities and deferred tax liabilities and the deferred tax assets and deferred
tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are
recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available
against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation
or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by
convincing evidence that they can be realized against future taxable profits.

At each balance sheet date, the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized
deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that
sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the
carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as
the case may be, that sufficient future taxable income will be available against which deferred tax asset can be
realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as
the case may be, that sufficient future taxable income will be available.

1.11 Earnings per Share:

Basic earnings per share are 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. Diluted earnings per
share is calculated by dividing net profit attributable to equity Shareholders (after adjustment for diluted earnings)
by average number of weighted equity shares outstanding during the year.

1.12 Provisions/Contingencies:
A provision is recognized when there is a present obligation as a result of past event, and it is probable that an
outflow of resources will be required to settle the obligation and in respect of which a reliable estimate can be made.
Provisions are determined (as provided/charged to the Statement of Profit and Loss) based on estimate of the amount
required to settle the obligation at the Balance Sheet date and are not discounted to present value. Contingent assets
are neither recognized nor disclosed in the financial statements.

1.13 Borrowing Cost:

Borrowing Cost attributable to the acquisition or construction of a qualifying asset is capitalized as part of the cost
of the asset. Other borrowing costs are recognized as an expense in the period in which they are incurred.

1.14 Foreign Currency Transactions:

There is no foreign currency transaction in this company.

1.15 Segment Information:

Based on the principles for determination of segments given in Accounting Standard 17 “Segment Reporting” issued
by accounting standard notified by Companies (Accounting Standard) Rules, 2008, the company deals in two
segments viz Footwear and Apparels & its accessories. Major revenue of the company is from the footwear segment
which comes to 99% approx. Accordingly, Expenses and profit are unallocable and cannot be attributed to one
segment. Similarly, Assets and liabilities are also unallocable.

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1.16 Impairment of Assets:

An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss
is charged to the Profit & Loss Account in the year in which as the asset is identified as impaired. The impairment
loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable
amount.

The company found no indication that any asset may be impaired. Therefore, there was no need to determine
impairment Loss. Other disclosure requirements as per mandatory Accounting Standard AS – 28 are not applicable
in the case of the company.

1.17 Prior Period Expenditure:

Prior period items are costs or revenue that relate to earlier financial periods but were either not recorded or were
recorded incorrectly in those periods. These expenses or revenue are identified during the current period and
required adjustments to ensure accurate financial reporting and in compliance with Accounting Standard 5.

1.18 Extra Ordinary Items:

The income or expenses that arise from event or transactions which are clearly distinct from the ordinary activities
of the Company and are not recurring in nature are treated as extra ordinary items. The extra ordinary items are
disclosed in the statement of profit and loss as a part of net profit or loss for the period in a manner so as the impact
of the same on current profit can be perceived.

1.19 Employee Benefits:

Contribution as per Employees Provident Fund Law towards Provident Fund are provided for and payments in
respect thereof are made to the relevant authorities on actual basis and relevant employer’s contribution are
recognized as expenditure and are charged to the profit & loss Account under the group head payments to and for
the employees.

For Gratuity, the Present value of obligation is determined based on actuarial valuation using the Projected Unit
Credit Method. This method considers each period of service as giving rise to an additional unit of benefit
entitlement and measures each unit separately to build up the final obligation. The company does not have a funded
plan for gratuity liability.

1.20 Post-Employment Benefits:

a. Defined contribution plans are post-employment benefit plans under which an enterprise pays fixed
contributions into a separate entity (a fund) and will have no obligation to pay further contributions if the fund
does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior
periods.
b. Current service cost is the increase in the present value of the defined benefit obligation resulting from
employee service in the current period.
c. Interest cost is the increase during a period in the present value of a defined benefit obligation which arises
because the benefits are one period closer to settlement

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Annexure –V

Notes to the Re-stated Financial Statements:

I. Non-adjustment Items:
No Audit qualifications for the respective periods which require any corrective adjustment in these Restated
Financial Statements of the Company have been pointed out during the restated period.

II. Material Regroupings:

Appropriate adjustments have been made in the restated summary statements of Assets and Liabilities Profits and
Losses and Cash flows wherever required by reclassification of the corresponding items of income expenses assets
and liabilities in order to bring them in line with the requirements of the SEBI Regulations.

III. Material Adjustments in Restated Profit & Loss Account and Reserves and Surplus:

(Rs. In lakhs)
For the Period/FY ended
Particulars
31-03-2025 31-03-2024 31-03-2023
Profit After Tax as per Books of Accounts 470.54 408.30 65.74
Adjustment for provision of Depreciation - - -
Adjustment for provision of Income Tax - 0.09 (22.89)
Adjustment for provision of Deferred Tax - 0.14 0.32
Adjustment for Expenses/Provisions - (0.83) 22.46
Profit After Tax as per Restated 470.54 407.69 65.63

(Rs. In lakhs)
For the Period/FY ended
Particulars
31-03-2025 31-03-2024 31-03-2023
Reserve & Surplus as per Books of Accounts 574.95 504.42 101.88
Adjustment in Profit & Loss Accounts (5.21) (5.21) (4.61)
Adjustment in opening Balance 5.77 5.77 -
Reserve & Surplus as per Restated 575.51 504.98 97.28

IV. Earnings Per Share:

Please refer to Note No. II.10, statement showing Earning per Equity Shares as Restated.

V. Details of dues to Micro and Small Enterprises as defined under the MSMED Act, 2006
Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2nd October
2006, certain disclosures are required to be made relating to Micro and Small Enterprises.

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the
basis of information collected by the Management. This has been relied upon by the auditors.

Based on the information available with the management creditor/vendors (Micro/Small enterprises) registered
under Micro, Small and Medium enterprises Development Act 2006 have been identified and appropriate
disclosures relating to interest amount payable is given below.

(₹ in lakhs)
As at 31 March, As at 31 March, As at 31 March,
Particulars
2025 2024 2023
(i) Principal amount remaining unpaid to any
22.66 - -
supplier as at the end of the accounting period
(ii) Interest due thereon remaining unpaid to any
0.18 8.77 -
supplier as at the end of the accounting period
(iii) The amount of interest paid along with the
amounts of the payment made to the supplier - - -
beyond the appointed day
(iv) The amount of interest due and payable for
0.18 8.77 -
the period

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As at 31 March, As at 31 March, As at 31 March,

Particulars
2025 2024 2023
(v) The amount of interest accrued and
remaining unpaid at the end of the accounting 0.18 8.77 -
period
(vi) The amount of further interest due and
payable even in the succeeding year, until such
- - -
date when the interest dues as above are actually
paid
Note:- A Vendor who is a medium enterprise has been considered as small enterprise as per the notification
issued by Ministry of Micro, small and medium enterprises dated 18.10.2022.

VI. Other figures of the previous years have been regrouped / reclassified and / or rearranged wherever necessary.

VII. As required under SEBI (ICDR) Regulations, the statement of assets and liabilities has been prepared after deducting
the balance outstanding on revaluation reserve account from both fixed assets and reserves and the net worth arrived
at after such deductions.

VIII. Expenditure in Foreign Currency: Nil

IX. Earnings in Foreign Exchange: Nil

X. Leave Encashment [AS-15]

Accounting Standard (AS) – 15 issued by ICAI is Mandatory. However, the company has not made provision for
leave encashment benefit on retirement of employee as the quantum of liability is not ascertainable due to the
availability of leave encashment benefit and availment of leave any time during the service period.

XI. Trade Receivables, Trade Payables, Borrowings and Loans & Advances
Balances of Trade Receivables, Trade Payables, Borrowings and Loans & Advances are subject to confirmation.

XII. Related party transactions:

A disclosure already reported as per AS-18 of Companies (Accounting Standards) Rules, 2006, as amended, in the
Annexure-IX of the enclosed financial statements.

XIII. Contractual liabilities:

All other contractual liabilities connected with business operations of the Company have been appropriately
provided for.

XIV. Re-grouping/re-classification of amounts

The figures have been grouped and classified wherever they were necessary and have been rounded off to the nearest
Lakhs.

XV. Examination of Books of Accounts& Contingent Liability

The list of books of accounts maintained is based on information provided by the assesse and is not exhaustive. The
information in audit report is based on our examination of books of accounts presented to us at the time of audit and
as per the information and explanation provided by the assessed at the time of audit.

XVI. Director Personal Expenses

There are no direct personal expenses debited to the profit and loss account. However, personal expenditure if
included in expenses like telephone, vehicle expenses etc. are not identifiable or separable.
XVII. Deferred Tax Asset / Liability: [AS-22]
The company has created Deferred Tax Asset / Liability as required by Accounting Standard (AS) - 22.

XVIII. Subsequent Events:

There have been no subsequent events after March 31, 2025 having material impact.

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XIX. Gratuity Disclosure

Components of Employer Expense 31-Mar-25 31-Mar-24 31-Mar-23

Current Service Cost 0.76 1.24 1.55
Interest Cost 0.24 0.42 0.29
Actuarial loss/(gain) recognised during the year -0.49 -1.13 -0.56
Expected returns on planned assets - - -
Actuarial loss/(gain) recognised during the year 0.51 0.53 1.28

Analysis of Actuarial (Gain)/Loss 31-Mar-25 31-Mar-24 31-Mar-23

Actuarial (Gain)/Losses due to Demographic Assumption changes in DBO - - -
Actuarial (Gain)/Losses due to Financial Assumption changes in DBO 0.05 0.02 -0.12
Actuarial (Gain)/Losses due to Experience Adjustments on DBO -0.55 -1.15 -0.44
Return on Plan Assets (Greater)/Less than Discount rate - - -
Return on reimbursement rights (excluding interest income) - - -
Changes in asset ceiling /onerous liability (excluding interest Income) - - -
Total Actuarial (Gain)/loss -0.49 -1.13 -0.56

Net Asset/(Liability) Recognised in Balance Sheet 31-Mar-25 31-Mar-24 31-Mar-23

Present value of Funded Obligation - - -
Fair Value of Plan Assets - - -
Present value of Unfunded obligation (120 d) 7.60 6.30 5.77
Funded status [(Deficit)] {Para 64(a)} -7.60 -6.30 -5.77
Unrecognised Past Service Costs - - -
Amount not Recognised as an Asset (limit in Para 59 (b)) - - -
Net Liability -7.60 -6.30 -5.77
Net Liability Recognised in BS -7.60 -6.30 -5.77

Bifurcation Of Current & Non-current on 31-Mar-25 31-Mar-24 31-Mar-23

Current 2.90 2.56 2.19
PVO (Unfunded Scheme
Non Current 4.70 3.74 3.59

Net Asset/(Liability) Recognised in Balance Sheet 31-Mar-25 31-Mar-24 31-Mar-23

Net Asset/(Liability) Recognised at the beginning of the period -6.30 -5.77 -4.49
Amount not recognised (Para 54b;As 15R) - - -
Employer expense excluding Para 59 (b) -1.30 -0.53 -1.28
Employer Contribution - - -
Employers Direct Benefits Payments - - -
Acquisitions/Divestures - - -
Effect of the Limit in Para 59 (b) - - -
Net Asset/(Liability) Recognised at the end of the period -7.60 -6.30 -5.77

XX. Segment Information

The company deals in two segments viz Footwear and Apparels & its accessories. Major revenue of the company
is from the footwear segment which comes to 99% approx. Accordingly, Expenses and profit are unallocable and
cannot be attributed to one segment. Similarly, Assets and liabilities are also unallocable.

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Apparels, Masks &

S No Particulars Footwear Consolidated Total
Accessories
31 31 31
31 Mar 31 Mar 31 Mar 31 Mar 31 Mar 31 Mar
1 SEGMENT REVENUE Mar Mar Mar
2025 2024 2023 2025 2024 2023
2025 2024 2023
a External sales 4,029.92 3,774.10 3,491.54 195.82 246.20 250.07 4,225.74 4,020.30 3,741.62
b Inter Segment sales - - - - - - - - -
c Total Revenue 4,029.92 3,774.10 3,491.54 195.82 246.20 250.07 4,225.74 4,020.30 3,741.62
Total Revenue of each
segment as a
2 95.37 93.88 93.32 4.63 6.12 6.68 100.00 100.00 100.00
percentage of total
revenue of all segments

ADDITIONAL DISCLOSURES WITH RESPECT TO AMENDMENTS TO SCHEDULE III AS RESTATED

a). There are no proceedings initiated or pending against the Parent for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

b). Borrowings from banks or financial institutions on the basis of security of current assets.
Name of Financial Canara Bank Limited
institution
facilty Working capital limit
Amount 1.95 Crore
Rate of Interest RLLR + 2.40% RLLR Being revised to 9.15% w.e.f 15.03.2025 and RLLR shall be reset at least once in three
ie 11.55% months. Transition in RLLR will be passed with effect from the date of reset
1). Hypothecation Book Debts
Working capital
Description of 2). Hypothecation of Stock
security Fixed Deposit of Rs. 50 Lakhs created on 15.03.2025
Others Personal guarantee of Directors Shaina Malhotra and Arvind Kamboj

c). The Company has not revalued its Property, Plant and Equipment for the years covered in the enclosed financials.

d). Company has not been declared as a willful defaulter by any lender who has power to declare a company as a willful
defaulter at any time during the financial year or after the end of reporting period but before the date when the financial
statements are approved.

e). The Company has no relationship nor entered into any transactions with companies struck off under section 248 of
the Companies Act, 2013.

f). The company is not a subsidiary company as defined under section 2 (87) Companies Act, 2013 or a holding company
as defined under section 2 (46) of the Companies Act, 2013.

g). As per the information & detail available on records and the disclosure given by the management, Compliance with
the number of layers prescribed under clause (87) of section 2 of the companies act read with the Companies (Restriction
on number of layers) Rules 2017 is not applicable to the company.

h). The Company has not traded in any crypto currency or virtual currency during the period covered in Restated Period.

i). No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the
Companies Act, 2013.

j). Utilisation of Borrowed funds and share premium:

A. The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other
sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding (whether recorded in writing or otherwise) that the Intermediary shall:

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(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

B. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

k). There is no Undisclosed Income of the company.

l). The parliament has approved the Code on Social Security,2020 (Code) which may impact the contribution by the
company towards provident fund and gratuity. The effective date from which the code and its provisions would be
applicable is yet to be notified and the rules which would provide the details based on which financial impact can be
determined are yet to be framed after which the financial impact can be ascertained. The company will complete its
evaluation and will give appropriate impact, if any, in the financial result following the code becoming effective and the
related rules being framed are notified.

m). There are no charges or satisfaction which are yet to be registered with ROC.

n). Corporate Social Responsibility:

With effect from FY 2024-25 company is required to spend 2% of its average net profit of preceding 3 financial years.

Current Year Previous Year

Sr. No Particulars
31-03-2025 31-03-2024
1 Amount required to be spent 4,48,256 -
2 Amount of Expenditure incurred 4,50,000 -
3 Shortfall at the end of the year -
4 Total of Previous year shortfall - -
5 Reason for Shortfall - Not Applicable
In the area of Education
through Mangalam Edu
Gate (a company
6 Nature of CSR Activities Not Applicable
registered under Section 8
of the companies Act
2013)
7 Details of Related Party transactions - Not Applicable
Where a provision is made with respect to a
8 liability incurred by entering into a contractual No Not Applicable
obligation.

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Annexure – I.1
Restated Statement of Share Capital (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Authorised Capital
80,00,000 Equity shares of ₹10/- each
(FY 2024: 20,00,000 Equity Shares of INR 10/- each) 800.00 200.00 200.00
(FY 2023: 20,00,000 Equity Shares of INR 10/- each)

Issued, Subscribed & Fully Paid-up

50,00,000 Equity shares of ₹10/- each
(FY 2024: 10,00,000 Equity shares of ₹10/- each) 500.00 100.00 100.00
(FY 2023: 10,00,000 Equity shares of ₹10/- each)
Note: The Company has only one class of equity shares of par value ₹10/- each. Each equity shareholder is entitled to one vote per
share held, and on liquidation entitled to receive balance of net assets remaining after settlement of all debts, creditors & preferential
amounts, proportionate to their respective shareholding.

Reconciliation of No. of Shares Outstanding at the end of the year (No. of Equity Shares)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Shares outstanding at the beginning of the year 10,00,000 10,00,000 10,000
Shares issued during the year - - 9,90,000
Bonus Issued during the year 40,00,000 - -
Share outstanding at the end of the year 50,00,000 10,00,000 10,00,000
Note: 40,00,000 Equity Shares were allotted on 06.09.2024 as a Bonus Issue in the ratio of (4:1) i.e., Four Equity Shares for every One
fully paid-up equity share held by existing shareholders of Face Value Rs. 10/- each.

Details of Shareholding more than 5% of the aggregate shares in the company

As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Name of Shareholder Arvind Kamboj Arvind Kamboj Arvind Kamboj
No. of Shares 25,00,000 5,00,000 5,00,000
% Holding 50.00% 50.00% 50.00%

Name of Shareholder Shaina Malhotra Shaina Malhotra Shaina Malhotra

No. of Shares 24,99,975 5,00,000 5,00,000
% Holding 50.00% 50.00% 50.00%

Details of Shareholding of Promoters

As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Name of Promoter Arvind Kamboj Arvind Kamboj Arvind Kamboj
No. of Shares 25,00,000 5,00,000 5,00,000
% Holding 50.00% 50.00% 50.00%
% change during the year 0.00% 0.00% 50.00%

Name of Promoter Shaina Malhotra Shaina Malhotra Shaina Malhotra

No. of Shares 24,99,975 5,00,000 5,00,000
% Holding 50.00% 50.00% 50.00%
% change during the year 0.00% 0.00% 0.00%
Note: Only current promoters shareholding is shown in previous years

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Annexure – I.2
Restated Statement of Reserve & Surplus (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Statement of Profit & Loss
Opening balance 504.98 97.28 31.65
Add: Profit for the year 470.54 407.69 65.63
Total 975.51 504.98 97.28
Less: Utilised for Bonus Issue 400.00 - -
Balance as at the end of the year for Profit & Loss 575.51 504.98 97.28
Security Premium Reserve - - -
Less: Utilised for Bonus Issue - - -
Balance as at the end of the year for Security Premium - - -
Revaluation Reserves, if any - - -
Other Reserves, If Any (Please Specify) - - -
Total Reserve & Surplus 575.51 504.98 97.28

Annexure – I.3
Restated Statement of Long Term Borrowings (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Secured Loans from Bank/FIs
N/A - - -
Total of Secured Loans from Bank/Fis - - -
Unsecured Loans from Bank/FIs
N/A - - -
Total of Unsecured Loans from Bank/FIs - - -
Unsecured Loans from Related Parties
N/A - - -
Total of Unsecured Loans from Related Parties - - -
Unsecured Loans from Others
N/A - - -
Total of Unsecured Loans from Others - - -
Total Long Term Borrowings - - -

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Annexure – I.4
Restated Statement of Deferred Tax Liabilities/Assets (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Deferred Tax Assets/Liabilities Provision
Depreciation As Per Companies Act 2013 2.31 3.30 1.14
Depreciation As Per Income tax Act 1.83 2.34 1.47
Difference in Depreciation (0.49) (0.96) 0.34
Provision for Gratuity (1.30) (0.53) (1.28)
(DTA)/DTL (0.45) (0.38) (0.24)

Deferred Tax Assets Provision

Opening Balance of (DTA)/DTL (1.19) (0.82) (0.58)
Add: Provision for the year (0.45) (0.38) (0.24)
Closing Balance of (DTA)/DTL (1.64) (1.19) (0.82)

Annexure – I.5
Restated Statement of Other Long Term Borrowings (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
N/A - - -
Total - - -

Annexure – I.6
Restated Statement of Long Term Provisions (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Provision For Gratuity 4.70 3.74 3.59
Total 4.70 3.74 3.59

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Annexure – I.7
Restated Statement of Short Term Borrowings (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Secured Loans from Bank/FIs
CC & OD Limits from Banks
- Canara Bank CC Limit 2.44 85.78 -
Total of Secured Loans from Bank/Fis 2.44 85.78 -
Unsecured Loans from Bank/FIs
- Bajaj Finance Ltd (OD) 0.08 35.52 -
- Kotak Mahindra Bank (OD) -0.01 0.44 -
- Tata Capital (OD) - 26.00 -
- IDFC Bank (OD) 0.02 - -

Total of Unsecured Loans from Bank/FIs 0.09 61.96 -

Unsecured Loans from Related Parties
N/A - - -
Total of Unsecured Loans from Related Parties - - -
Unsecured Loans from Others
N/A - - -
Total of Unsecured Loans from Others - - -
Total Short Term Borrowings 2.53 147.74 -

Terms and Conditions of repayment

Name of Financial institution Canara Bank Limited
facilty Working capital limit
Amount 1.95 Crore
RLLR Being revised to 9.15% w.e.f
15.03.2025 and RLLR shall be reset at
RLLR + 2.40%
Rate of Interest least once in three months. Transition in
ie 11.55%
RLLR will be passed with effect from the
date of reset
1). Hypothecation Book Debts
Working capital
2). Hypothecation of Stock
Fixed Deposit of Rs. 50 Lakhs created on
Description of security
28.02.2024
Others
Personal guarantee of Directors Shaina
Malhotra and Arvind Kamboj

Name of Financial institution Bajaj Finance Limited

facilty Monthly Dropline Overdraft
Amount 35 Lakhs
Rate of Interest 16% p.a.
Name of Financial institution Kotak Mahindra Bank Limited
Flexi Overdraft ( The Overdraft limit shall reduce by 2.80% i.e
facilty
98,000 on/by 5th of everry month)
Amount 35 Lakhs
Rate of Interest 14.75% p.a.
Repayment Tenure 36 months
Personal Guarantee of Directors Shaina Malhotra and Arvind
Security
Kamboj
Name of Financial institution Tata Capital Limited
facilty Monthly Dropline Overdraft
Amount 40 lakhs
Repayment Tenure 36 months
Rate of Interest 15.75% p.a.

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Annexure – I.8
Restated Statement of Current Maturity of Long Term Borrowing (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
N/A - - -
Total of Current Maturity of Long Term Borrowing - - -

Annexure – I.9
Restated Statement of Trade Payables (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Outstanding Dues for MSME Creditors 56.30 25.19 -
Outstanding Dues for Other than MSME Creditors 907.63 755.59 1,066.97
Disputed Creditors, if any - - -
Total 963.93 780.77 1,066.97

Note: Trade Payable Ageing schdeule (Rs. In lakhs)

As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
For MSME Creditors
Less Than 1 Years 56.30 25.19 -
1 - 2 Years - - -
2 - 3 Years - - -
More Than 3 Years - - -
Total 56.30 25.19 -
For Other than MSME Creditors
Less Than 1 Years 875.85 641.27 950.65
1 - 2 Years 6.48 11.60 116.31
2 - 3 Years - 102.72 -
More Than 3 Years 25.30 - -
Total 907.63 755.59 1,066.97

Annexure – I.10
Restated Statement of Other Current Liabilities (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
TDS & TCS Payable 3.55 12.57 6.10
ESI & PF Payable 0.63 0.84 -
Expenses Payable 5.36 6.18 -
Total 9.54 19.59 6.10

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Annexure – I.11
Restated Statement of Short Term Provision (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Provision for Tax 165.04 142.37 22.90
Provision for Gratuity 2.90 2.56 2.19
Total 167.94 144.93 25.08

Annexure – I.12
Restated Statement of Property, Plant and Equipments and Intangible Assets (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
A) Tangible Assets
Plant & Machinery 2.09 2.90 2.08
Furniture & Fittings 0.19 0.23 0.32
Computers, Printers & Other Accessories 0.78 1.67 2.29
Total Net Block of Tangible Assets 3.06 4.81 4.69

B) Intangible Assets (Software)* - - 0.46

C) Capital Work-In-Progress - - -
*The Company has written off the Intangible Asset in full as the software was no more operational

Annexure – I.13
Restated Statement of Non - current Investments (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Non-Convertible Debentures 115.95 115.95 -
Edelweiss Share 0.00 0.00 -
Total 115.95 115.95 -

Annexure – I.14
Restated Statement of Long Term Loans & Advances (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
N/A - - -
Total - - -

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Annexure – I.16
Restated Statement of Current Investments (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Non-Convertible Debentures - - 125.00
Edelweiss Share - - 0.00
Total - - 125.00

Annexure – I.17
Restated Statement of Inventories (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Raw Materials - - -
Finished Goods 973.79 732.21 127.46
Stores & Spares - - -
Work-In-Progress - - -
Stock-In-Trade - - -
Total 973.79 732.21 127.46

Annexure – I.18
Restated Statement of Trade Receivables (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Undisputed Trade receivables – considered good 932.78 471.21 739.16
Undisputed Trade receivables – considered doubtful - - -
Disputed Trade receivables – considered good - - -
Disputed Trade receivables – considered doubtful - - -
Total 932.78 471.21 739.16

Note: Trade Receivable Ageing schdeule (Rs. In lakhs)

As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Less Than 6 Months 932.78 471.21 739.16
6 Months - 1 Years - - -
1 - 2 Years 3.00 - -
2 - 3 Years - - -
More Than 3 Years - - -
Total 935.78 471.21 739.16

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Annexure – I.19
Restated Statement of Cash and Cash Equivalents (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Cash In Hand 59.83 59.93 14.10
Balance With Bank (in Current Accounts)
- Canara Bank 0.00 77.34 172.21
- Bank of Baroda 0.00 2.24 2.25
- HDFC Bank 0.74 0.74 7.74
Fixed Deposit in Bank (Lien) 50.00 50.00 -
Fixed Deposit in Bank 7.00 7.00 -
Total 117.58 197.26 196.30

Annexure – I.20
Restated Statement of Short Term Loans and Advances (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
Loans and Advances to others Unsecured, Considered good
N/A - - -
Total - - -

Annexure – I.21
Restated Statement of Other Current Assets (Rs. In lakhs)
As on As on As on
Particulars
31-03-2025 31-03-2024 31-03-2023
GST Input 43.34 93.94 66.41
TDS & TCS Input 18.61 30.22 23.62
Advance Against Expense - - 11.45
Advance Tax 10.00 50.00 -
Interest Accrued 3.17 0.28 0.12
Nuvama Wealth and Investment Limited 0.59 1.23 0.47
Prepaid Expense 0.15 - -
Security Deposit (Bar Codes) 0.03 - -
Total 75.90 175.68 102.07

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Annexure –II.1
Restated Statement of Revenue from operations (Rs. In lakhs)
For the year ended For the year ended For the year ended
Particulars
31-03-2025 31-03-2024 31-03-2023
Sale from Manufacturing Activities
- Domestic Sales - - -
- Export Sales - - -
Total Sale from Manufacturing Activities - - -
Sale from Trading Activities
- Domestic Sales 5,975.55 5,085.98 4,286.78
- Export Sales - - -
- Less: Branch Transfer 1,749.81 1,065.68 545.17
Total Sale from Trading Activities 4,225.74 4,020.30 3,741.62
Sale from Service Activities - -
- Domestic Sales - - -
- Export Sales - - -
Total Sale from Service Activities - - -
Total Revenue from Operations 4,225.74 4,020.30 3,741.62

Note-1: Details of Product wise Turnover (Rs. In lakhs)

For the year ended For the year ended For the year ended
Particulars
31-03-2025 31-03-2024 31-03-2023
Footwear 4,029.92 3,774.10 3,491.54
Apparels 5.57 11.73 46.43
Masks 7.52 36.02 36.32
Raw Materials- Footwear 182.73 198.44 167.32
Total of Revenue 4,225.74 4,020.30 3,741.62

Note-2: Details of Contribution from Customers

For the year ended For the year ended For the year ended
Particulars
31-03-2025 31-03-2024 31-03-2023
Turnover from Top 10 largest Customers 3,489.59 3,689.07 3,697.29
in % of Total Turnover 82.58% 91.76% 98.82%

Turnover from Related Party 214.51 276.39 0.87

in % of Total Turnover 5.08% 6.87% 0.02%

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Note-3: Details of Statewise Turnover

For the year For the year For the year
Particulars ended ended ended
31-03-2025 31-03-2024 31-03-2023
Andaman & Nicobar Islands 1.64 1.25 1.16
Andhra Pradesh 57.14 56.21 37.82
Arunachal Pradesh 6.62 7.20 6.60
Assam 51.33 56.50 37.28
Bihar 48.28 48.24 34.25
Chandigarh 8.28 9.33 6.35
Chhattisgarh 15.01 14.45 9.80
Dadra & Nagar Haveli 1.31 1.15 1.12
Delhi 1,559.69 1,279.61 433.94
Goa 28.91 30.41 22.92
Gujarat 79.94 79.33 50.91
Haryana 402.77 625.89 1,233.45
Himachal Pradesh 23.48 24.00 16.47
Jammu & Kashmir 32.72 37.33 28.43
Jharkhand 24.58 25.69 20.19
Karnataka 381.78 330.87 528.44
Kerala 98.42 85.91 54.76
Ladakh 2.09 1.94 1.95
Lakshadweep 0.08 0.01 0.02
Madhya Pradesh 46.29 47.44 31.12
Maharashtra 456.33 407.75 594.79
Manipur 7.43 6.35 12.77
Meghalaya 14.74 17.15 12.69
Mizoram 10.36 15.04 13.58
Nagaland 12.96 15.69 14.12
Odisha 36.41 37.87 23.53
Puducherry 2.95 2.45 1.74
Punjab 59.87 61.52 44.29
Rajasthan 65.15 62.09 41.21
Sikkim 7.28 7.78 6.92
Tamil Nadu 135.87 107.87 66.38
Telangana 172.13 154.89 103.04
Tripura 3.61 4.56 3.11
Uttar Pradesh 235.81 229.02 158.87
Uttarakhand 30.10 29.00 21.04
West Bengal 104.39 98.51 66.54
Total of Revenue 4,225.74 4,020.30 3,741.62

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Note-4: Details of Country wise Turnover

For the year For the year For the year
Particulars ended ended ended
31-03-2025 31-03-2024 31-03-2023
India 4,225.74 4,020.30 3,741.62
Total of Revenue 4,225.74 4,020.30 3,741.62

Note-5: Sectorwise Turnover

For the year For the year For the year
Particulars ended ended ended
31-03-2025 31-03-2024 31-03-2023
Government - - -
Private 4,225.74 4,020.30 3,741.62
Total of Revenue 4,225.74 4,020.30 3,741.62

Note-6: Details of GST No wise Turnover

For the year For the year For the year
Particulars ended ended ended
31-03-2025 31-03-2024 31-03-2023
Bihar-10AAJCM1276G1ZS 0.10 - -
Delhi- 07AAJCM1276G1ZF 2,797.11 3,056.83 3,134.45
Gujarat- 24AAJCM1276G1ZJ 94.40 52.73 5.18
Haryana- 06AAJCM1276G1ZH 400.24 288.79 209.65
Karnataka- 29AAJCM1276G1Z9 312.12 227.19 119.49
Maharashtra- 27AAJCM1276G1ZD 293.09 234.99 193.56
Telangana- 36AAJCM1276G1ZE 88.02 36.59 42.82
West Bengal- 19AAJCM1276G1ZA 97.83 88.56 29.86
Tamil Nadu- 33AAJCM1276G1ZK 142.84 34.62 6.61
Total of Revenue 4,225.74 4,020.30 3,741.62

Annexure –II.2
Restated Statement of Revenue from Other Income (Rs. In lakhs)
For the year For the year For the year
Particulars ended ended ended
31-03-2025 31-03-2024 31-03-2023
Excess Provision Revesred - 0.61 0.30
Interest on Debentures 11.38 12.45 1.26
Interest on FD 3.24 0.47 -
Income from F&O Trading 6.05 6.11 0.55
Miscellaneous Income 0.00 0.13 -
Total 20.68 19.77 2.10

Annexure –II.3
Restated Statement of Cost of Materials Consumed (Rs. In lakhs)
For the year For the year For the year
Particulars ended ended ended
31-03-2025 31-03-2024 31-03-2023
Opening Stock 732.21 127.46 99.91
Add: Purchase during the Years 2,167.18 2,592.64 1,594.86
Less: Closing Stock 973.79 732.21 127.46
Cost of Material Consumed 1,925.60 1,987.89 1,567.30

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Annexure –II.4
Restated Statement of Purchase of Stock-In-Trade (Rs. In lakhs)
For the year ended For the year ended For the year ended
Particulars
31-03-2025 31-03-2024 31-03-2023
Footwear 2,014.82 2,337.09 1,339.80
Apparels - 0.92 30.58
Masks 0.59 1.27 7.03
Raw Materials 151.77 253.35 217.46
Total 2,167.18 2,592.64 1,594.86

Annexure –II.5
Restated Statement of Change in Inventory (Rs. In lakhs)
For the year ended For the year ended For the year ended
Particulars
31-03-2025 31-03-2024 31-03-2023
Opening Balance: - -
Footwear 730.96 125.06 96.58
Apparels 0.60 1.60 2.23
Masks 0.65 0.80 1.10
Total Opening Balance 732.21 127.46 99.91
Closing Balance:
Footwear 972.55 730.96 125.06
Apparels 0.65 0.60 1.60
Masks 0.59 0.65 0.80
Total Closing Balance 973.79 732.21 127.46
Net (Increase)/Decrease in Stocks (241.58) (604.75) (27.55)

Annexure –II.6
Restated Statement of Employees Benefit Expenses (Rs. In lakhs)
For the year ended For the year ended For the year ended
Particulars
31-03-2025 31-03-2024 31-03-2023
Directors Remuneration 12.00 12.00 9.00
Salaries, Wages & Bonus 53.32 99.79 111.99
ESI & PF Contributions 5.13 1.21 -
Provision for Gratuity 1.30 0.53 1.28
Total 71.74 113.53 122.27

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Annexure –II.7
Restated Statement of Other Expenses (Rs. In lakhs)
For the year ended For the year ended For the year ended
Particulars
31-03-2025 31-03-2024 31-03-2023
Direct Manufacturing Expenses
N/A - - -
Total of Direct Manufacturing Expenses - - -

Administrative & Other Expenses

Other Expenses
Direct Expense
-Brochures - 0.24 0.18
-Carton/ Boxes 60.18 81.22 362.18
-Fabric for Apparaels 0.18 1.84 7.60
-Freight - - 0.29
-Labels - - 0.25
-Loops - - 0.11
-Tags 3.50 4.58 5.93
-Wages 0.23 - 0.56
-Other Consumables 0.17 - -
-Rexine 1.06 1.28 -
Indirect Expense
-Administration Charge 0.33 0.08 -
-Advertisement Expense 0.55 0.41 -
-Audit Fee 1.50 1.05 1.05
-Bank Charges 0.46 0.30 0.60
-Barcode expenses 0.52 0.13 0.11
-BIS Expense 0.09 - -
-BIS Lab Test Fee 1.07 - -
-Biometric Software Renewal - 0.05 -
-Charges for Demat Account 2.72 3.44 0.26
-CSR Expense 4.50 - -
-Commission Expenses 1,088.61 598.46 261.37
-Contractual Services 0.21 - -
-Discount 276.61 515.48 1,117.41
-Electricity expenses 2.95 4.07 4.01
-Employee Recruitment Services - 0.20 -
-Financial & Related Services 0.16 0.06 -
-Finishing Material 16.53 19.87 -
-Freight Expenses 0.26 0.26 16.21
-GST Payment Against Notice - 23.04 -
-Interest on GST - 4.27 -
-Interest on Income Tax 8.77 - -
-Interest on TDS 2.13 1.46 1.01
-Interest to MSME Vendors 3.45 8.77 -
-Internet Expenses 0.32 0.33 0.78
-Interior Decor Services 0.40 - -
-Loss on Sale of NCD - 0.06 -

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-Marketing Expenses 23.42 9.84 -

-Misc Expenses 0.04 0.01 0.01
-Office Expenses 0.18 0.41 5.75
-Packing Expenses 13.07 17.50 47.14
-Payment Gateway Charges 0.08 0.13 0.13
-Photoshoot Expense 0.83 2.19 2.56
-Portal Technology Expenses - - 92.35
-Printing & Stationery - - -
-Professional fee 13.00 8.51 3.66
-Provision for Diminution in value of Investment - 7.79 -
-Rent 24.94 28.42 19.21
-Repair and Maintenance 0.41 1.24 0.35
-Review Expenses 0.30 1.17 2.99
-ROC Fee 5.52 0.02 3.14
-Round off (0.00) 0.00 0.12
-Security Consulting Services 1.92 1.68 -
-Share Listing Services 0.17 0.32 -
-Software Expenses 0.32 0.59 0.45
-Staff Welfare 0.74 - -
-Stock Insurance 0.98 0.12 0.17
-Travelling Expenses 0.28 1.17 0.86
-Transportation Expenses 15.44 14.51 -
-Unicommerce Recharge 14.73 15.53 5.92
-Website & Domain Services 1.60 - -
Total of Administrative & Other Expenses 1,595.42 1,382.12 1,964.72
Total Other Expenses 1,595.42 1,382.12 1,964.72

Annexure –II.8
Restated Statement of Financial Charges (Rs. In lakhs)
For the year For the year For the year
Particulars ended ended ended
31-03-2025 31-03-2024 31-03-2023
Interest On Secured Loan 13.16 0.30 -
Interest On Unsecured Loan - - -
Loan Processing Charges 3.04 3.25 -
Total 16.21 3.55 -

Annexure –II.9
Restated Statement of Provision For Taxation (Rs. In lakhs)
For the year For the year For the year
Particulars ended ended ended
31-03-2025 31-03-2024 31-03-2023
Current Tax 165.04 142.37 22.90
Deferred Tax (0.45) (0.38) (0.24)

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Annexure –II.10
Restated Statement of Earnings per equity share (Rs. In lakhs)
For the year For the year For the year
Particulars ended ended ended
31-03-2025 31-03-2024 31-03-2023
Number of shares at the beginning of the year 10,00,000 10,00,000 10,000
Number of shares at the end of the year 50,00,000 10,00,000 10,00,000
Weighted average number of shares # 50,00,000 50,00,000 50,00,000
Profit After Tax (Amount in Lakhs) 470.54 407.69 65.63
Earning Per Share (Rs.) 9.41 8.15 1.31
# 40,00,000Equity Shares were allotted on 06.09.2024 as a Bonus Issue in the ratio of (4:1) i.e., Four Equity Shares for every One fully
paid-up equity share held by existing shareholders of Face Value Rs. 10/- each.

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ANNEXURE –VI
1) Statement of Accounting & Other Ratios, As per SEBI ICDR (Rs. In lakhs)
For the year For the year For the year
Particulars ended ended ended
31-03-2025 31-03-2024 31-03-2023
Total Revenue from Operation (A) 4,225.74 4,020.30 3,741.62

Net Profit as Restated (B) 470.54 407.69 65.63

Add: Depreciation 2.31 3.30 1.14
Add: Interest on Loan 13.16 0.30 -
Add: Income Tax 164.59 141.99 22.66
Less: Other Income 20.68 19.77 2.10
EBITDA - Operating Profit (C) 629.93 533.52 87.33
EBITDA Margin (in %) (C/A) 14.91% 13.27% 2.33%

Net Worth as Restated (D) 1,075.51 604.98 197.28

Return on Net worth (in %) as Restated (B/D) 43.75% 67.39% 33.27%

Equity Share at the end of year/period (in Nos.) (E) 50,00,000 10,00,000 10,00,000
Weighted No. of Equity Shares (G) 50,00,000 10,00,000 10,00,000

Equity Share at the end of year/period (in Nos.) (F)

50,00,000 50,00,000 50,00,000
- (Post Bonus with retrospective effect)

Basic & Diluted Earnings per Equity Share (B/G)

9.41 40.77 6.56
- (As per end of Restated period)

Basic & Diluted Earnings per Equity Share (B/F)

9.41 8.15 1.31
- (Post Bonus with retrospective effect)

Net Asset Value per Equity share (D/E)

21.51 60.50 19.73
- (As per end of Restated period)

Net Asset Value per Equity share (D/F)

21.51 12.10 3.95
- (Post Bonus with retrospective effect)
Note:-

40,00,000 Equity Shares were allotted on 06.09.2024 as a Bonus Issue in the ratio of (4:1) i.e., Four Equity Shares for every One
fully paid-up equity share held by existing shareholders of Face Value Rs. 10/- each.

EBITDA Margin = EBITDA/Revenue from Operation

Earnings per share (₹) = Profit available to equity shareholders / Weighted No. of shares outstanding at the end of the year
Earnings Per Share calculation are in accordance with Accounting Standard 20- Earnings Per Share, notified under the Companies
(Accounting Standards) Rules 2006, as amended.
Return on Net worth (%) = Restated Profit after taxation / Net worth x 100
Net Worth = Equity Share Capital + Reserve and Surplus (including P&L surplus) - Revaluation Reserve, If any
Net asset value/Book value per share (₹) = Net worth / No. of equity shares outstanding at the end of FY
The Company does not have any revaluation reserves or extra-ordinary items.
The figures disclosed above are based on the Restated Financial Statements of the Company

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ANNEXURE –VI
2) Statement of Other Accounting Ratios, as per Companies Act, 2013.
For For
the the
period year
S Variatio Reason for more than
Particulars Numerator Denominator ended ended
N n 25% Variance (Note-1)
Marc Marc
h 31, h 31,
2025 2024
1 Current Ratio Current assets Current liabilities 1.84 1.44 27% Due to increase in working capital requirment
2 Debt-Equity Ratio Total debt Shareholder’s equity 0.00 0.24 -99% Due to decrease in Bank Borrowings
Debt service = Interest
Earning before interest, taxes
Debt Service + Principal repayments
3 and depreciation and 4.03 156.00 -97% Due to decrease in Bank Borrowings
Coverage Ratio of Long Term Secured
amortization
Borrowings
43.75 67.39 Due to Increase in shareholders fund persuant to Bonus
4 Return on Equity Ratio Net profits after taxes Shareholder’s Fund -35%
% % Issue
Trade Receivables turnover ratio (in Average trade
5 Revenue from Operations 6.02 6.64 -9% N.A.
times) receivable
6 Trade Payables turnover ratio (in times) Purchase Average trade payables 2.48 2.81 -11% N.A.
Net capital turnover Average Working
7 Revenue from Operations 5.87 11.91 -51% Due to increase in working capital requirment
ratio (in times) Capital
11.08 10.09
8 Net profit ratio Net profit Total Income 10% N.A.
% %
9 Inventory Turnover Ratio COGS Average Inventory 2.26 4.62 -51% Due to increase in Inventory level
1 Earning before interest and 60.56 91.45
Return on Capital employed Capital employed -34% Due to increase in working capital requirment
0 taxes % %
1 10.74
Return on Investment Interest Income Investments 9.82% -9% N.A.
1 %

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For the For the

year year
ended ended Reason for more than
SN Particulars Numerator Denominator Variation
March March 25% Variance (Note-1)
31, 31,
2024 2023
1 Current Ratio Current assets Current liabilities 1.44 1.17 23% N. A.
2 Debt-Equity Ratio Total debt Shareholder’s equity 0.24 - - N. A.
Debt service = Interest +
Debt Service Earning before interest, taxes and Principal repayments of
3 156.00 1.48 10452% Due to increase in Profit
Coverage Ratio depreciation and amortization Long Term Secured
Borrowings
4 Return on Equity Ratio Net profits after taxes Shareholder’s Fund 67.39% 33.27% 103% Due to increase in Profit
5 Trade Receivables turnover ratio (in times) Revenue from Operations Average trade receivable 6.64 5.30 25% Due to decrease in Debtors

6 Trade Payables turnover ratio (in times) Purchase Average trade payables 2.81 1.64 71% Due to decrease in Creditors

Net capital turnover Due to increase in working capital

7 Revenue from Operations Average Working Capital 11.91 26.53 -55%
ratio (in times) requirment
Due to several cost cutting major taken
8 Net profit ratio Net profit Total Income 10.09% 1.75% 476%
by company
9 Inventory Turnover Ratio COGS Average Inventory 4.62 13.79 -66% Due to increase in Inventory level
10 Return on Capital employed Earning before interest and taxes Capital employed 91.45% 44.75% 104% Due to increase in Profit
11 Return on Investment Interest Income Investments 10.74% 1.01% 965% Due to increase in return from Investment

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ANNEXURE –VII
Statement of Capitalization, As Restated (Rs. In lakhs)
Pre-Issue
Post Issue As adjusted
Particulars For the period ended with Proposed Issue*
March 31, 2025
Debt :
Short Term Debt 2.53 2.53
Long Term Debt (including current maturities) - -
Total Debt 2.53 2.53

Shareholders Funds
Equity Share Capital 500.00 710.00
Reserves and Surplus 575.51 2,465.51
Less: Misc. Expenditure - -
Total Shareholders’ Funds 1,075.51 3,175.51

Long Term Debt/ Shareholders’ Funds - -

Total Debt / Shareholders Fund 0.00 0.00

* Assuming Full Allotment of 21,00,000 IPO shares having face value of INR 10/- each at issue price of INR 100/- each.

Notes:
1. Short term Debts represent which are expected to be paid/payable within 12 months and excludes installment of term loans
repayable within 12 months.

2. Long term Debts represent debts other than Short term Debts as defined above but includes installment of term loans repayable
within 12 months grouped under other current liabilities.

3. The figures disclosed above are based on restated statement of Assets and Liabilities of the Company as at 31/03/2025.

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ANNEXURE –VIII
Statement of Tax Shelter, As Restated (Rs. In lakhs)
As At
Particulars
31-03-2025 31-03-2024 31-03-2023
Profit Before Tax as per books of accounts (A) 635.13 549.69 88.29
-- Normal Tax rate 25.17% 25.17% 25.17%
-- Minimum Alternative Tax rate 15.60% 15.60% 15.60%

Permanent differences
Interest Disallowed 14.35 14.50 1.01
Expense Disallowed - - 0.73
Donation Disallowances - - -
CSR Expense 4.50 - -
Total (B) 18.85 14.50 1.74

Timing Differences
Depreciation as per Books of Accounts 2.31 3.30 1.14
Depreciation as per Income Tax 1.83 2.34 1.47
Difference between tax depreciation and book depreciation 0.49 0.96 (0.34)
Provision for Gratuity 1.30 0.53 1.28
Foreign income included in the statement - -
Total (C) 1.78 1.49 0.94
Net Adjustments (D = B+C) 20.63 15.99 2.68
Total Income (E = A+D) 655.76 565.68 90.97
Brought forward losses set off (Depreciation) - -
Tax effect on the above (F) - -
Taxable Income/ (Loss) for the year/period (E+F) 655.76 565.68 90.97
Tax Payable for the year 165.04 142.37 22.90
Tax payable as per MAT 99.08 85.75 13.77
Tax expense recognised 165.04 142.37 22.90
Tax payable as per normal rates or MAT (whichever is higher) Income Tax Income Tax Income Tax

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ANNEXURE –IX

Statement of Related Parties & Transactions

The company has entered into following related party transactions for the periods covered under audit. Such parties and transactions
are identified as per accounting standard 18 issued by Institute of Chartered Accountants of India.

Name of the related personnel/Entity Relationship

Arvind Kamboj Managing Director
Shaina Malhotra Whole Time Director
Atul Malhotra Non Executive Director
Saurabh Shashwat Independent Director
Rojina Thapa Independent Director
Rachit Choudhary Chief Financial Officer (CFO)
Vasant Kuber Soni Company Secretary
Akash Overseas Brother of director (Shaina Malhotra) is proprietor
Directors (Arvind kamboj and Atul Malhotra ) are directors
Daresouls Private Limited
in the company
Fashionkhor.com Director (Arvind kamboj) is proprietor of the firm
I K Designs Mother of Director (Arvind kamboj) is proprietor of the firm
Toobs Fashions Private Limited CFO is Director in the company

Transactions with Related Parties: (Rs. In lakhs)

Particulars 31-03-2025 31-03-2024 31-03-2023
Remuneration paid to Directors
- Shaina Malhotra 6.00 6.00 5.50
- Arvind Kamboj 6.00 6.00 2.50
- Roli Gupta - - 1.00
Total 12.00 12.00 9.00

Salary
- Rachit Choudhary 3.20 - -
- Vasant Kuber Soni 1.61 - -
Total 4.81 - -

Sitting Fees
- Saurabh Sashwat 0.40 - -
- Rojina Thapa 0.24 - -
- Atul Malhotra - - -
Total 0.64 - -
Note: Sitting Fees to Atul Malhotra will be paid in the FY 2025-26

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Sale with related parties

- Akash Overseas 80.60 135.46 0.87
- Fashionkhor.com - 101.69 -
- Daresouls Private Limited 81.92 39.23 -
- Toobs Fashions Private Limited 51.99 - -
Total 214.51 276.39 0.87
In % of total Sale 5.08% 6.87% 0.02%
Purchase
- Akash Overseas - 244.49 17.43
- Fashionkhor.com - 26.01 -
- Daresouls Private Limited 347.15 64.04 -
- Toobs Fashions Private Limited 201.31 - -
- IK Designs - 1.25 5.09
Total 548.46 335.77 22.50
In % of total Purchase 25.31% 12.95% 1.41%
Unsecured Loans Received/(Paid)
- Roli Gupta - - (33.59)
- Shaina Malhotra - - (26.90)
Total - - (60.49)
Closing Balance of Related Parties - Receivable/(Payable)
- Akash Overseas (Sales & Purchase) 93.20 2.36 (44.67)
- Fashionkhor.com (Sales & Purchase) 6.46 10.74 (9.70)
- Daresouls Private Limited (Sales & Purchase) 48.38 (5.08) -
- Toobs Fashions Private Limited (Sales & Purchase) (13.00) 1.68 -

ANNEXURE –X
Statement of Dividends
Particulars 31-03-2025 31-03-2024 31-03-2023
No Dividend paid till date N/A N/A N/A

ANNEXURE –XI
Statement of Contingent Liabilities & Commitment:
Particulars 31-03-2025 31-03-2024 31-03-2023
Contingent Liabilities
Claims against the company not acknowledged as debt - - -
Corporate Guarantees Given - - -
Bank Guarantees Given - - -
Other money for which the company is contingently liable - - -
Commitments
Estimated amount of contracts remaining to be executed on
- - -
capital account and not provided for
Other commitments (specify nature). - - -

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ANNEXURE –XII
DEPRECIATION AS ON 31.03.2025
Property, Plant and Equipment
Gross Block Accumulated Depreciation Net Block
Addition
Addition Deduction Deduction
Particulars As on As on As on during As on As on As on
during the during the during the
01.04.2024 31.03.2025 01.04.2024 the 31.03.2025 31.03.2025 31.03.2024
Period Period Period
Period
A PLANT & MACHINERY
Plant & Machinery 5.16 - - 5.16 4.10 0.17 - 4.27 0.89 1.06
B COMPUTER 6.89 0.21 - 7.10 5.22 1.10 - 6.33 0.78 1.67
C FURNITURE & FIXTURE 2.74 - - 2.74 2.51 0.05 - 2.55 0.19 0.23
D OFFICE EQUIPEMENT 3.15 0.36 - 3.51 1.31 0.99 - 2.30 1.20 1.84
Total 17.95 0.57 - 18.52 13.14 2.31 - 15.46 3.06 4.81

Calculation of depreciation as per Income Tax Act - 1961

AS AT MARCH 31 2025

Furniture & OFFICE PLANT &

Block COMPUTER Total
Fixtures EQUIPEMENT MACHINERY
Rate of depreciation 10% 15% 15% 40%

WDV AS ON 1.4.2024 1.52 2.46 1.21 2.46 7.65

ADDITIONS IN I HALF - 0.36 - 0.21 0.57

ADDITIONS IN II HALF - - - - -
DEDUCTIONS - - - - -
Foreign exchange loss / (gain) - - - - -
WDV Before Depreciation 1.52 2.81 1.21 2.67 8.22
Depreciation for the Period 0.15 0.37 0.18 0.99 1.69
Additional depreciation - 0.05 - 0.08 0.14
Additional depreciation on
Addition in II Half of Last -
Year
Total Depreciation 0.15 0.42 0.18 1.07 1.83
WDV as on 31.03.2025 1.37 2.39 1.03 1.60 6.39

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DEPRECIATION AS ON 31.03.2024
Property, Plant and Equipment
Gross Block Accumulated Depreciation Net Block
Deduction Addition Deduction
Particulars As on Addition As on As on As on As on As on
during the during during the
01.04.2023 during the year 31.03.2024 01.04.2023 31.03.2024 31.03.2024 31.03.2023
year the year year

A PLANT & MACHINERY

Plant & Machinery 5.16 - - 5.16 3.87 0.23 - 4.10 1.06 1.29
B COMPUTER 5.40 1.50 - 6.89 2.70 2.52 - 5.22 1.67 2.70
C FURNITURE & FIXTURE 2.74 - - 2.74 2.43 0.08 - 2.51 0.23 0.32
D OFFICE EQUIPEMENT 1.23 1.92 3.15 0.85 0.46 - 1.31 1.84 0.38
Total 14.53 3.42 - 17.95 9.84 3.30 - 13.14 4.81 4.69

1,000
Calculation of depreciation as per Income Tax Act - 1961
AS AT MARCH 31 2024

Furniture OFFICE PLANT &

Block COMPUTER Total
& Fixtures EQUIPEMENT MACHINERY
Rate of depreciation 10% 15% 15% 40%

WDV AS ON 1.4.2023 1.69 0.86 1.42 2.61 6.58

ADDITIONS IN I HALF - 0.62 - 1.50 2.11

ADDITIONS IN II HALF - 1.30 - - 1.30
DEDUCTIONS - - - - -
Foreign exchange loss / (gain) - - - - -
WDV Before Depreciation 1.69 2.78 1.42 4.10 9.99
Depreciation for the Year
0.17 0.32 0.21 1.64 2.34
2023-24
Additional depreciation - - - - -
Additional depreciation on
Addition in II Half of Last -
Year
Total Depreciation 0.17 0.32 0.21 1.64 2.34
WDV as on 31.03.2024 1.52 2.46 1.21 2.46 7.65

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DEPRECIATION AS ON 31.03.2023
Property, Plant and Equipment
Gross Block Accumulated Depreciation Net Block
Deduction Addition Deduction
Particulars As on Addition As on As on As on As on As on
during the during during the
01.04.2022 during the year 31.03.2023 01.04.2022 31.03.2023 31.03.2023 31.03.2022
year the year year

A PLANT & MACHINERY

Plant & Machinery 5.57 - - 5.57 3.75 0.33 - 3.87 1.70 1.82
B COMPUTER 2.47 2.52 - 4.99 1.91 0.58 - 2.70 2.29 0.56
C FURNITURE & FIXTURE 2.74 - - 2.74 2.32 0.11 - 2.43 0.32 0.43
D OFFICE EQUIPEMENT 0.78 0.45 1.23 0.73 0.12 - 0.85 0.38 0.05
Total 11.56 2.97 - 14.53 8.70 1.14 - 9.84 4.69 2.86

Calculation of depreciation as per Income Tax Act - 1961

AS AT MARCH 31 2023

Furniture OFFICE PLANT &

Block COMPUTER Total
& Fixtures EQUIPEMENT MACHINERY
Rate of depreciation 10% 15% 15% 40%

WDV AS ON 1.4.2022 1.88 0.54 1.93 0.74 5.08

ADDITIONS IN I HALF - 0.24 - 0.33 0.57

ADDITIONS IN II HALF - 0.20 - 2.19 2.40
DEDUCTIONS - - - - -
Foreign exchange loss / (gain) - - - - -
WDV Before Depreciation 1.88 0.99 1.93 3.26 8.05
Depreciation for the Year
0.19 0.13 0.29 0.86 1.47
2022-23
Additional depreciation - - - - -
Additional depreciation on
Addition in II Half of Last -
Year
Total Depreciation 0.19 0.13 0.29 0.86 1.47
WDV as on 31.03.2023 1.69 0.86 1.64 2.39 6.58

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FINANCIAL INDEBTEDNESS

Based on the independent examination of Books of Accounts, Audited Financial Statements and other documents of the
issuer Company, Marc Loire Fashions Limited and further explanations and information provided by the management of
the Companies, which we believe to be true and correct to the best of our information and belief, the financial indebtedness
of the company as March 31, 2025 are as mentioned below:

(Rs. In Lakhs)
Outstanding as on
Nature of Borrowing
March 31, 2025
A. Secured Loans 2.44
B. Unsecured Loans 0.09
Total 2.53

A. Secured Loans
(Rs. In Lakhs)
Name of Date of Facility Purpose Repayment Rate of Sanctioned Outstanding
Lender Sanction / Terms Interest Amount as on
Renewal (p.a.) 31/03/2025
Canara Bank 15.03.2025 CC Working 12 Months RLLR+2.40%* 195.00 2.44
Limited Limit Capital i.e. 11.55%
p.a.
Subtotal 195.00 2.44
We hereby further confirm that all loan as mentioned above has been utilized for the purpose availed only as per the terms
of sanction, as applicable.

Detailed Terms of Secured Loan:

1. Name of the Bank : Canara Bank Limited

Facility : Cash Credit Limit (CC Limit) under CGTMSE - Hybrid Security model

Purpose : For Working Capital

Current RLLR* : Repo Linked Lending Rate of Canara Bank is 9.15% p.a. (RLLR + 2.40% p.a.).

Security offered

Hybrid Security : Security covered partial in Collateral and partial under CGTMSE scheme

Primary Security : Hypothecation of Stock and Book Debts

Collateral Security : Fixed Deposit of Rs. 50 lakhs

Personal Guarantee : Personal guarantee of Directors Shaina Malhotra and Arvind Kamboj.

Corporate Guarantee : Nil

CGTMSE Guarantee : Rs. 145.00 lakhs covered by way of CGTMSE (Credit Guarantee Fund Trust
for Micro and Small Enterprises) scheme of GOI.

Any Non-compliance of sanctioned terms: No

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B. Unsecured Loans:

(Rs. In Lakhs)
Name of Lender Purpose Facility Date of Repayment Rate of Sanctioned Outstanding
Sanction Terms Interest Amount as on
31/03/2025
Bajaj Finance Business Monthly 30.03.2024 36 Months 16.00% 35.00 0.08
Limited Dropline p.a.
Overdraft
Kotak Mahindra Business Flexi 28.02.2024 36 Months 14.75% 35.00 -(0.01)
Bank Limited Overdraft p.a.
Tata Capital Limited Business Monthly 27.02.2024 36 Months 15.75% 40.00 -
Dropline p.a.
Overdraft
IDFC FIRST Bank Business Monthly 31.01.2024 36 Months 16.50% 30.60 0.02
Limited Dropline p.a.
Overdraft
Subtotal 140.60 0.09
We hereby further confirm that all loan as mentioned above has been utilized for the purpose availed only as per the terms
of sanction, as applicable.

For S P M G & Company

Chartered Accountants
Firm Registration No: 509249C
Peer Review Certificate No: 020529

Sd/-

CA Shilpi Jain
Designation: Partner
Membership No: 531054
Place: Delhi
Date: 22/05/2025
UDIN: 25531054BMZWFN9511

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND

RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our restated
financial statements for the financial year ended on 31st March 2025, 31st March 2024 and 31st March 2023 including the
notes and significant accounting policies thereto and the reports thereon, which appear elsewhere in this prospectus. You
should also see the section titled “Risk Factors” beginning on page 22 of this prospectus, which discusses a number of
factors and contingencies that could impact our financial condition and results of operations. The following discussion
relates to our Company, unless otherwise stated, is based on restated audited financial statements.

These financial statements have been prepared in accordance with Ind GAAP, the Companies Act and the SEBI (ICDR)
Regulations and restated as described in the report of our auditors dated May 22, 2025 which is included in this prospectus
under the section titled “Financial Information as Restated” beginning on page 175 of this prospectus. The restated
financial statements have been prepared on a basis that differs in certain material respects from generally accepted
accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our restated
financial statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences
between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial
performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of
certain factors such as those described under “Risk Factors” and “Forward Looking Statements” beginning on pages 22
and 16 respectively, and elsewhere in this prospectus

Accordingly, the degree to which the financial statements in this prospectus will provide meaningful information depends
entirely on such potential investor's level of familiarity with Indian accounting practices. Our F.Y. ends on March 31 of each
year; therefore, all references to a particular fiscal are to the twelve-month period ended March 31 of that year. Please also
refer to section titled “Certain Conventions, Use of Financial, Industry and Market Data and Currency Presentation”
beginning on page 14 of this prospectus.

BUSINESS OVERVIEW

Our company was established in 2014 under the name Marc Loire Fashions Private Limited, founded with a vision to create
a trendsetting brand in women’s footwear. After a decade of steady growth, we converted to a public limited company in
2024 as “Marc Loire Fashions Limited”. Today, we are well recognized under our brand name, ‘MARC LOIRE’ that offers
a divers and stylish range of women’s footwear.

Marc Loire Fashions Limited is engaged in Women’s Footwear Products, boasting an impressive catalogue of over 800
unique styles that cater to a broad spectrum of tastes and occasions. Our collection includes party heels, ethnic flats, wedges,
winter boots, mules, formal heels, loafers, cork sandals, arc-supported flats, athleisure and activewear footwear, sneakers
and other styles that blend comfort with fashion. This diversity allows us to cater to every need, from everyday wear to
special occasions, providing our customers with endless options to express their style.

Marc Loire Fashions Limited operates through a dual business model encompassing both Direct-to-Consumer (D2C) and
Business-to-Business (B2B) strategies. Our D2C model allows us to connect directly with our end customers via various
online platforms, ensuring a seamless and personalized shopping experience. Simultaneously, our B2B operations strengthen
our reach through offline retail relationships with wholesalers, Shop-in-Shop Stores, enabling widespread market
penetration. We manage our operations, leveraging a network of more than 40 trusted vendors for raw materials and finished
goods. This vendor network includes two promoter group entities, allowing us to ensure quality control and maintain
seamless production flows.

At Marc Loire, we are dedicated to creating footwear that not only enhances style but also delivers unparalleled comfort and
durability. By continually innovating and expanding our product offerings, we aim to become the preferred choice for
women’s footwear in domestic markets. As we move forward, our commitment remains steadfast to redefine fashion in
women’s footwear and set new benchmarks in the industry.

We are led by a highly experienced senior management team with our Managing Director Mr. Arvind Kamboj and our whole
time director Mrs. Shaina Malhotra, continuing to be involved in strategic planning, conceptualization, design and production
development, who has been intimately involved in the business, has overseen the development of our business strategy and
has extensive expertise in sourcing, designing, retailing and establishing distribution channel partnerships. Mr. Arvind
Kamboj and Mrs. Shaina Malhotra is the architect of our strategic vision and has demonstrated his ability to successfully
create, build and grow our brands and business.
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Catalogue-wise break up of our Revenues is as follows:

₹ in lakhs
March 31, % of Total March 31, % of Total March 31, % of Total
Particulars
2025 Turnover 2024 Turnover 2023 Turnover
Footwear (Ladies)
- Party Wear, High
1,345.50 31.84% 1,134.48 28.22% 913.62 24.42%
Fashion
- Formals, Office Wear 1,052.04 24.90% 1,061.91 26.41% 865.24 23.12%
- Athleisure Wear 1,059.12 25.06% 982.45 24.44% 1,060.19 28.34%
- Comfortable Casuals 269.98 6.39% 279.38 6.95% 252.57 6.75%
- Ethnic Collection 303.29 7.18% 315.87 7.86% 399.94 10.69%
Others* 195.82 4.63% 246.20 6.12% 250.07 6.68%
Total 4,225.74 100.00% 4,020.30 100.00% 3,741.62 100.00%
* Others includes Apparels, Masks, Footwear Raw Materials
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

Category Contribution to Catalouge

Others Comfortable Casuals
5% 6%

Athleisure Wear
Party Wear, High
25%
Fashion
32%

Ethnic Collection
7%

Formals, Office Wear

25%
Comfortable Casuals Athleisure Wear Ethnic Collection
Formals, Office Wear Party Wear, High Fashion Others

Our company sell its products through the following channels:

• Sale through E-Commerce Platforms

• Sale through own website i.e. www.marcloire.com
• Sale through Shop-in-Shop (SiS) Stores
• Sale to Whole Sellers

₹ in lakhs
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Particulars March 31, 2025 March 31, 2024 March 31, 2023
Total % of Total Total % of Total Total % of Total
Revenue Revenue Revenue Revenue Revenue Revenue
from from from from from from
Operations Operations Operations Operations Operations Operations
Revenue from Operations

- Through E-commerce Platform 2,574.39 60.92% 2,867.89 71.34% 3,445.25 92.08%

- Wholesale 1,583.95 37.48% 1,062.59 26.43% 296.23 7.92%
- Retail through SiS 67.31 1.59% 88.17 2.19% - 0.00%
- Through own Website 0.09 0.00% 1.65 0.04% 0.14 0.00%

Total 4,225.74 100.00% 4,020.30 100.00% 3,741.62 100.00%

As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

Product-wise Revenue of Company is as follows:

₹ in lakhs
March 31, % of Total March 31, % of Total March 31, % of Total
Products
2025 Revenue 2024 Revenue 2023 Revenue
Footwear (Ladies)
Pumps 837.46 19.82% 660.96 16.44% 669.10 17.88%
Athleisure 1,059.12 25.06% 982.45 24.44% 1,060.19 28.34%
Formal Sandals 536.14 12.69% 438.89 10.92% 413.64 11.06%
Wedges 271.18 6.42% 238.61 5.94% 53.24 1.42%
Loafers Flat 218.61 5.17% 188.15 4.68% 134.74 3.60%
Conceal Heel Loafers 183.43 4.34% 216.48 5.38% 183.16 4.90%
Ethnic Sandals 248.51 5.88% 276.27 6.87% 361.07 9.65%
High Heels 173.97 4.12% 184.96 4.60% 154.90 4.14%
Ultra Comfort Range 97.42 2.31% 79.41 1.98% 7.91 0.21%
Platforms 151.38 3.58% 189.80 4.72% 244.59 6.54%
Ballerinas 82.37 1.95% 177.54 4.42% 57.86 1.55%
Metallic Range 53.51 1.27% 31.57 0.79% 7.66 0.20%
Ethnic Thongs 54.78 1.30% 39.59 0.98% 38.87 1.04%
Mules 9.37 0.22% 18.38 0.46% 28.71 0.77%
Formal Heel Shoes 28.59 0.68% 25.18 0.63% 54.35 1.45%
Sneakers 16.35 0.39% 4.59 0.11% 0.06 0.00%
Arch Support 4.83 0.11% 5.59 0.14% 0.01 0.00%
Winter Boots 2.89 0.07% 15.67 0.39% 21.48 0.57%
Others* 195.82 4.63% 246.20 6.12% 250.07 6.68%
Total 4,225.74 100.00% 4,020.30 100.00% 3,741.62 100.00%
* Others includes Apparels, Masks, Footwear Raw Materials
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

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Geography-wise Revenue is as follows:

Domestic
₹ in lakhs
March 31, % of Total March 31, % of Total March 31, % of Total
State
2025 Revenue 2024 Revenue 2023 Revenue
Delhi 1,559.69 36.91% 1,279.61 31.83% 433.94 11.60%
Maharashtra 456.33 10.80% 407.75 10.14% 594.79 15.90%
Karnataka 381.78 9.03% 330.87 8.23% 528.44 14.12%
Uttar Pradesh 235.81 5.58% 229.02 5.70% 158.87 4.25%
Telangana 172.13 4.07% 154.89 3.85% 103.04 2.75%
Tamil Nadu 135.87 3.22% 107.87 2.68% 66.38 1.77%
Haryana 402.77 9.53% 625.89 15.57% 1,233.45 32.97%
Kerala 98.42 2.33% 85.91 2.14% 54.76 1.46%
West Bengal 104.39 2.47% 98.51 2.45% 66.54 1.78%
Gujarat 79.94 1.89% 79.33 1.97% 50.91 1.36%
Andhra Pradesh 57.14 1.35% 56.21 1.40% 37.82 1.01%
Rajasthan 65.15 1.54% 62.09 1.54% 41.21 1.10%
Punjab 59.87 1.42% 61.52 1.53% 44.29 1.18%
Assam 51.33 1.21% 56.50 1.41% 37.28 1.00%
Madhya Pradesh 46.29 1.10% 47.44 1.18% 31.12 0.83%
Bihar 48.28 1.14% 48.24 1.20% 34.25 0.92%
Odisha 36.41 0.86% 37.87 0.94% 23.53 0.63%
Jammu & Kashmir 32.72 0.77% 37.33 0.93% 28.43 0.76%
Uttarakhand 30.10 0.71% 29.00 0.72% 21.04 0.56%
Himachal Pradesh 23.48 0.56% 24.00 0.60% 16.47 0.44%
Goa 28.91 0.68% 30.41 0.76% 22.92 0.61%
Jharkhand 24.58 0.58% 25.69 0.64% 20.19 0.54%
Meghalaya 14.74 0.35% 17.15 0.43% 12.69 0.34%
Chhattisgarh 15.01 0.36% 14.45 0.36% 9.80 0.26%
Nagaland 12.96 0.31% 15.69 0.39% 14.12 0.38%
Mizoram 10.36 0.25% 15.04 0.37% 13.58 0.36%
Sikkim 7.28 0.17% 7.78 0.19% 6.92 0.18%
Chandigarh 8.28 0.20% 9.33 0.23% 6.35 0.17%
Manipur 7.43 0.18% 6.35 0.16% 12.77 0.34%
Arunachal Pradesh 6.62 0.16% 7.20 0.18% 6.60 0.18%
Puducherry 2.95 0.07% 2.45 0.06% 1.74 0.05%
Tripura 3.61 0.09% 4.56 0.11% 3.11 0.08%
Ladakh 2.09 0.05% 1.94 0.05% 1.95 0.05%
Andaman & Nicobar Islands 1.64 0.04% 1.25 0.03% 1.16 0.03%
Dadra & Nagar Haveli 1.31 0.03% 1.15 0.03% 1.12 0.03%
Lakshadweep 0.08 0.00% 0.01 0.00% 0.02 0.00%
Total 4,225.74 100.00% 4,020.30 100.00% 3,741.62 100.00%
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

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Region-wise Sales are as follows:

₹ in lakhs
March 31, % of Total March 31, % of Total March 31, % of Total
Region
2025 Revenue 2024 Revenue 2023 Revenue
Eastern 343.00 8.12% 355.02 8.83% 261.38 6.99%
Western 677.93 16.04% 628.19 15.63% 742.08 19.83%
Northern 2,354.81 55.73% 2,297.64 57.15% 1,944.81 51.98%
Southern 850.00 20.11% 739.45 18.39% 793.35 21.20%
Total 4,225.74 100.00% 4,020.30 100.00% 3,741.62 100.00%
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last audited period i.e. March 31, 2025 as
disclosed in this Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect
the trading or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next
twelve months except as follows:

1. The Board of Directors have decided to get their equity shares listed on SME Platform of BSE Limited and pursuant to
Section 62(1)(c) of the Companies Act 2013, by a resolution passed at its meeting held on October 16, 2024 proposed
the Issue, subject to the approval of the shareholders and such other authorities as may be necessary.

2. The shareholders of the Company have, pursuant to Section 62(1)(c) of the Companies Act 2013, by a special resolution
passed in the Extra Ordinary General Meeting held on November 11, 2024 authorized the Initial Public Offer.

3. Our Company has allotted 40,00,000 Equity Shares as a Bonus Issue in the ratio of (4:1) i.e., Four Equity Shares for
every One fully paid-up equity share held by existing shareholders of Face Value Rs. 10/- each

KEY FACTORS AFFECTING OUR RESULTS OF OPERATION

1. Our dependence on limited number of customers/suppliers/brands for a significant portion of our revenues;
2. Any failure to comply with the financial and restrictive covenants under our financing arrangements;
3. Our ability to retain and hire key employees or maintain good relations with our workforce;
4. Impact of any reduction in sales of our services/products;
5. Rapid Technological advancement and inability to keep pace with the change;
6. Increased competition in industries/sector in which we operate;
7. General economic and business conditions in India and in the markets in which we operate and in the local, regional and
national economies;
8. Changes in laws and regulations relating to the Sectors in which we operate;
9. Political instability or changes in the Government in India or in the government of the states where we operate could
cause us significant adverse effects;
10. Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner;
11. Occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition and
12. Our inability to successfully diversify our product offerings may adversely affect our growth and negatively impact our
profitability.

SIGNIFICANT ACCOUNTING POLICIES:

Our significant accounting policies are described in the section entitled “Financial Statements as Restated” beginning from
page 175 of the Prospectus.

FINANCIAL KPIs OF THE COMPANY:

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₹ in lakhs except percentage and ratios

Particulars 31-03-2025 31-03-2024 31-03-2023
Total Income 4,246.42 4,040.07 3,743.72
Growth (%) 5.11% 7.92% 43.86%
Revenue from Operation 4,225.74 4,020.30 3,741.62
EBITDA (Operating Profit) 629.93 533.52 87.33
EBITDA Margin (%) 14.91% 13.27% 2.33%
PAT 470.54 407.69 65.63
Growth (%) 15.41% 521.18% 218.75%
PAT Margin (%) 11.08% 10.09% 1.75%
EPS (Basic & Diluted) - (As per end of Restated period) 9.41 40.77 6.56
EPS (Basic & Diluted) - (Post Bonus with retrospective effect) 9.41 8.15 1.31
Total Borrowings 2.53 147.74 0.00
Total Net Worth (TNW) 1075.51 604.98 197.28
ROCE (%) 60.56% 91.45% 44.75%
RONW (%) 43.75% 67.39% 33.27%
Debt Equity Ratio (Total Borrowing/TNW) 0.00 0.24 -
As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide
their examination report dated May 22, 2025.

SUMMARY OF THE RESULTS OF OPERATION:

The following table sets forth select financial data from restated profit and loss accounts for the financial years ended on 31st
March 2025, 31st March 2024 and 31st March 2023 and the components of which are also expressed as a percentage of total
income for such periods.
(₹ in lakhs except as otherwise mention)
For the year ended
Particulars % of Total % of Total % of Total
31-03-2025 31-03-2024 31-03-2023
Turnover Turnover Turnover
Income
Revenue from Operations 4,225.74 99.51% 4,020.30 99.51% 3,741.62 99.94%
Other Income 20.68 0.49% 19.77 0.49% 2.10 0.06%
Total Income 4,246.42 100.00% 4,040.07 100.00% 3,743.72 100.00%
Expenditure
Purchase of Stock-in-Trade 2,167.18 51.04% 2,592.64 64.17% 1,594.86 42.60%
Change in Inventories (241.58) -5.69% (604.75) -14.97% (27.55) -0.74%
Employee Benefit Expenses 71.74 1.69% 113.53 2.81% 122.27 3.27%
Other Expenses 1,595.42 37.57% 1,382.12 34.21% 1,964.72 52.48%
Total Expenses 3,592.77 84.61% 3,483.53 86.22% 3,654.29 97.61%
Profit/(Loss) Before Interest,
Depreciation, Exceptional & 653.65 15.39% 556.54 13.78% 89.43 2.39%
Extraordinary Items and Tax
Depreciation & Amortisation Expenses 2.31 0.05% 3.30 0.08% 1.14 0.03%
Profit/(Loss) Before Interest,
Exceptional & Extraordinary Items 651.34 15.34% 553.24 13.69% 88.29 2.36%
and Tax
Financial Charges 16.21 0.38% 3.55 0.09% - 0.00%
Profit/(Loss) before Exceptional &
635.13 14.96% 549.69 13.61% 88.29 2.36%
Extraordinary Items and Tax
Exceptional Item - - - - - -
Extraordinary Item - - - - - -
Profit before Taxation 635.13 14.96% 549.69 13.61% 88.29 2.36%
Provision for Taxation 165.04 3.89% 142.37 3.52% 22.90 0.61%
Provision for Deferred Tax (0.45) -0.01% (0.38) -0.01% (0.24) -0.01%
Total 164.59 3.88% 141.99 3.51% 22.66 0.61%
Profit After Tax 470.54 11.08% 407.69 10.09% 65.63 1.75%
Net Profit Transferred to Balance Sheet 470.54 11.08% 407.69 10.09% 65.63 1.75%
As certified by our statutory auditor having peer review certificate M/s. M/s. S P M G & Company, Chartered Accountant
vide their examination report dated May 22, 2025.

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For the financial year ended 31st March 2025, we generated a total income of INR 4,246.42 Lakhs, EBITDA (operating
profit) of INR 629.93 Lakhs and net profit after tax of INR 470.54 Lakhs. In the Fiscal 2024 and Fiscal 2023 we generated
total income of ₹ 4,040.07 Lakhs and ₹ 3,743.72 Lakhs respectively, EBITDA (operating profit) of ₹ 533.52 Lakhs and ₹
87.33 Lakhs respectively and net profit after tax of ₹ 407.69 lakhs and ₹ 65.63 Lakhs respectively. We have reported Return
on Net Worth of 43.75%, 67.39% and 33.27% for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively.

Revenue from operations grew from ₹4,020.30 Lakhs in FY 2023-24 to ₹4,225.74 Lakhs in FY 2024-25, marking an increase
of ₹205.44 Lakhs (5.11% for the said period). Correspondingly, Profit After Tax (PAT) surged from ₹407.69 Lakhs to
₹470.54 Lakhs, as per the restated financial statements. This growth was primarily driven by higher revenue from operations.
Additionally, the company implemented cost-reduction measures. These factors are discussed in detail in this chapter.

MAIN COMPONENTS OF PROFIT AND LOSS ACCOUNT

Total Income

Our total income comprises of Revenue from Operations and Other Income.

Revenue from Operations

Our operational revenue is derived from sale of our products viz. Footwear, Apparels, Masks and Raw Materials- Footwear
in India.

Other Income

Our other income comprises of Interest on Income Tax Refund, Excess Provision Reversed, Interest on Debentures, Interest
on FD, Income from F&O Trading and Miscellaneous Income.

Expenditure

Our total expenditure primarily consists of Purchase of Stock-in-Trade, Change in Inventories, Employee Benefit Expenses,
Other Expenses, Depreciation & Amortisation Expenses and Financial Charges.

Purchase of Stock-in-Trade

The purchase of stock-in-trade refers to the acquisition of goods or products that is acquired for the purpose of selling them
in the ordinary course of business.

Change in Inventories

"Change in Inventories” refers to the difference between the opening and closing balances of inventory within a specific
period.

Employee Benefit Expenses

Employee benefit expenses comprise of Directors Remuneration, Salaries, Wages & Bonus, ESI & PF Contributions and
Provision for Gratuity.

Other Expenses

Other expenses comprise of Brochures, Carton/ Boxes, Fabric for Apparels, Freight, Labels, Loops, Tags, Wages, Rexine,
Administration Charge, Advertisement Expense, Audit Fee, Bank Charges, Barcode expenses, BIS Expense, BIS Lab Test
Fee, Business Support Services, Biometric Software Renewal, Cashback Reward, Charges for Demat Account, Commission
Expenses, Contractual Services, Discount, Donation, Electricity expenses, Employee Recruitment Services, Financial &
Related Services, Finishing Material, Foreign Exchange Loss, Freight Expenses, GST Payment Against Notice, Interest on
GST, Interest on TDS, Interest to MSME Vendors, Internet Expenses, Loss on Sale of NCD, Marketing Expenses, Misc
Expenses, Office Expenses, Office Maintenance, Packing Expenses, Payment Gateway Charges, Photoshoot Expense, Portal
Technology Expenses, Printing & Stationery, Professional fee, Provision for Diminution in value of Investment, Professional
Services, Rent, Repair and Maintenance, Review Expenses, ROC Fee, Round off, Security Consulting Services, Share
Listing Services, Software Expenses, Staff Welfare, Stock Insurance, Telephone Expenses, Travelling Expenses,
Transportation Expenses, Uni-commerce Recharge.

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Depreciation and Amortization Expenses

Depreciation and Amortization Expenses comprises of depreciation on the Tangible/Intangible assets of our company.

Financial Charges

Financial Charges comprises of Interest on Secured Loan, Interest On Unsecured Loan and Loan Processing charges.

Provision for Taxation

The provision for current tax is computed in accordance with relevant tax regulation. Deferred tax is recognized on timing
differences between the accounting and the taxable income for the year and quantified using the tax rates and laws enacted
or subsequently enacted as on balance sheet date. Deferred tax assets are recognized and carried forward to the extent that
there is a virtual certainly that sufficient future taxable income will be available against which such deferred tax assets can
be realized in future.

COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2025 WITH FISCAL 2024

Total Income

The total revenue, comprising both revenue from operations and other income, has risen to ₹4,246.42 lakhs in FY 2024-25,
up from ₹4,040.77 lakhs in FY 2023-24. This represents an increase of ₹206.35 lakhs, or 5.11% for the said period, mainly
driven by a growth in revenue from operations during the fiscal year.

Revenue from Operations: The revenue from operations has increased to ₹4,225.74 lakhs (99.51% of the Total revenue)
in FY 2024-25 from ₹4,020.30 lakhs (99.51% of the Total revenue) in FY 2023-24 i.e. revenue from operation increased by
₹ 205.44 lakhs (5.11% for the said period). The growth was primarily driven by a rise in offline sales through our wholesale
business as compared to the previous financial year.

Other Income: The other income of the company for FY 2024-25 increased to ₹ 20.68 Lakhs as against ₹ 19.77 Lakhs in
the FY 2023-24 i.e. Other Income increased by ₹ 0.91 Lakhs (4.60% for the said period). This increase was mainly due to
increase in interest income.

Total Expenses

The total expenses (excluding Depreciation & Amortization Expenses, Financial Charges and provision for tax) for the FY
2024-25 were increased to ₹ 3,592.77 Lakhs (84.61% of total revenue) from ₹ 3,483.53 Lakhs (86.22% of total revenue) in
the FY 2023-24 i.e., total expenses increased by ₹ 109.24 lakhs (3.14% for the said period). This increase in total expenses
was primarily due to an increase in other expenses during the year.

Purchase of Stock-in-Trade: The purchase of stock-in-trade decreased to ₹2,167.18 lakhs (51.04% of total revenue) in FY
2023-24, compared to ₹2,592.64 lakhs (64.17% of total revenue) in FY 2023-24, i.e. Purchases of Stock-in-Trade decreased
by ₹425.45 lakhs (16.41% for the period). This decline was primarily due to a reduction in average purchase price of goods
purchased during the current fiscal year.

Change in Inventories: The change in Inventories have changed to ₹(241.58) lakhs (5.69% of total revenue) in FY 2024-
25 from ₹ (604.75) lakhs (14.97% of total revenue) in FY 2023-24 i.e. the above expenses changed by ₹ 363.17 lakhs.

Employee Benefit Expenses: The Employee Benefit Expenses for the FY 2024-25 decreased to ₹ 71.74 Lakhs (1.69% of
the total revenue) from ₹ 113.53 Lakhs (2.81% of the total revenue) in the FY 2023-24 i.e., employee benefit expenses
decreased by ₹ 41.78 lakhs (36.81% for the said period). This decrease was primarily due to reduction in staff due to
remodelling in Reliance Centro Stores.

Other Expenses: The Other Expenses for the FY 2024-25 increased to ₹ 1,595.42 Lakhs (37.57% of the total revenue) as
against ₹ 1,382.12 Lakhs (34.21% of the total revenue) in the FY 2023-24 i.e., other expenses increased by ₹ 213.31 lakhs
(15.43% for the said period). This increase was mainly due to increase in various expenses during the fiscal.

Depreciation and Amortisation Expenses: The Depreciation and Amortisation expenses for FY 2024-25 decreased to
₹2.31 (0.05% of the total revenue) Lakhs as against ₹ 3.30 Lakhs in the FY 2023-24 (0.08% of the total revenue) i.e.,
depreciation decreased by ₹0.99 lakhs (29.90% for the said period).

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Financial Charges: The Financial Charges for the FY 2024-25 increased to ₹ 16.21 Lakhs as against ₹3.55 lakhs in the FY
2023-24 i.e., financial charges increased by ₹12.66 lakhs (356.96% for the said period). This increase was mainly due to
increase in interest on secured loan as per their utilization and Loan processing charges.

Profit/ (Loss) Before Tax: The restated Profit before Tax for FY 2024-25 was increased to ₹ 635.13 Lakhs (14.96% of total
income) as against ₹ 549.69 Lakhs (13.61% of total income) in the FY 2023-24 i.e., profit before tax increased by ₹ 85.44
Lakhs (15.54% for the said period). This increase was primarily driven by a reduction in overall expenses (notably reduction
in Purchase of Stock-in-Trade and Employee Benefit Expenses) as outlined above, which led to improved profit margins.

Total Tax Expenses: The total tax expense for FY 2023-24 increased to ₹ 165.04 Lakhs as against ₹ 142.37 Lakhs in the
FY 2023-24. This increase was mainly due to increase in Profit before Tax as mentioned above.

Profit/ (Loss) After Tax: The restated Profit after Tax for FY 2024-25 increased to ₹ 470.54 Lakhs (11.08% of the total
income) as against ₹ 407.56 Lakhs (10.09% of the total income) in the FY 2023-24. This increase was mainly due to increase
in Profit before Tax as explained above.

COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2024 WITH FISCAL 2023

Total Revenue:

The total revenue, comprising both revenue from operations and other income, has risen to ₹4,040.07 lakhs in FY 2023-24,
up from ₹3,743.72 lakhs in FY 2022-23. This represents an increase of ₹296.35 lakhs, or 7.92% for the said period, mainly
driven by a growth in revenue from operations during the fiscal year.

Revenue from Operations: The revenue from operations has increased to ₹4,020.30 lakhs (99.51% of the Total revenue)
in FY 2023-24 from ₹3,741.62 lakhs (99.94% of the Total revenue) in FY 2022-23 i.e. revenue from operation increased by
₹ 278.69 lakhs (7.45% for the said period). This growth was primarily driven by increased sales of the company’s footwear
products during the fiscal year. The company benefited from sustained demand for its products across e-commerce platforms
and offline channels, supported by its strong brand reputation and consistent product quality. The expansion of the product
portfolio and the introduction of new designs and categories tailored to market trends likely played a role in attracting a wider
customer base.

Other Income: The other income of the company for FY 2023-24 increased to ₹ 19.77 Lakhs as against ₹ 2.10 Lakhs in the
FY 2022-23 i.e. Other Income increased by ₹ 17.66 Lakhs (839.45% for the said period). This increase was mainly due to
increase in income from interest on debentures and income from F&O trading during the year.

Total Expenses

The total expenses (excluding Depreciation & Amortization Expenses, Financial Charges and provision for tax) for the FY
2023-24 were decreased to ₹ 3,483.53 Lakhs (86.22% of total revenue) as against ₹ 3,654.29 Lakhs (97.61% of total revenue)
in the FY 2022-23 i.e., total expenses decreased by ₹ 170.76 lakhs (4.67% for the said period). This decrease in total expenses
was primarily due to a significant reduction in other expenses, which included cost-saving measures and better management
of operational costs. Additionally, changes in inventories contributed to the overall reduction in total expenses during the
year.

Purchase of Stock-in-Trade: The purchase of stock-in-trade increased to ₹2,592.64 lakhs (64.17% of total revenue) in FY
2023-24, compared to ₹1,594.86 lakhs (42.60% of total revenue) in FY 2022-23, reflecting an increase of ₹997.78 lakhs
(62.56% for the period). This rise was primarily due to higher purchases made during the fiscal year.

Change in Inventories: The change in Inventories have changed to ₹ (604.75) lakhs (14.97% of total revenue) in FY 2023-
24 from ₹ (27.55) lakhs (0.74% of total revenue) in FY 2022-23 i.e. the above expenses changed by ₹ (577.19) lakhs. This
increase was primarily due to higher purchases made during the fiscal year, which resulted in higher stock levels.

Employee Benefit Expenses: The Employee Benefit Expenses for the FY 2023-24 was decreased to ₹ 113.53 (2.81% of the
total revenue) Lakhs as against ₹ 122.27 Lakhs (3.27% of the total revenue) in the FY 2022-23 i.e., employee benefit expenses
decreased by ₹ 8.74 lakhs (7.15% for the said period). This was mainly due to decrease in overall Salaries paid during the
fiscal year.

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Other Expenses: The Other Expenses for the FY 2023-24 decreased to ₹ 1,382.12 Lakhs (34.21% of the total revenue) as
against ₹ 1,964.72 (52.48% of the total revenue) Lakhs in the FY 2022-23 i.e., other expenses decreased by ₹ 582.60 lakhs
(29.65% for the said period). This decrease was primarily driven by a significant reduction in the discounts offered on our
products during the fiscal year from ₹ 1117.41 lakhs to ₹ 515.48 lakhs and reduction in purchase of footwear carton/box
from ₹ 362.18 lakhs to ₹ 81.22 lakhs, compared to the previous financial year.

Depreciation and Amortisation Expenses: The Depreciation and Amortisation expenses for FY 2023-24 increased to ₹3.30
Lakhs as against ₹ 1.14 Lakhs in the FY 2022-23 i.e., depreciation increased by ₹2.16 lakhs (189.74% for the said period).
This rise was primarily due to the capital expenditure incurred during the fiscal year.

Financial Charges: The Financial Charges for the FY 2023-24 increased to ₹ 3.55 Lakhs as against NIL in the FY 2022-23
i.e., financial charges increased by ₹3.55 lakhs. This increase was mainly due to increase in interest on secured loan as per
their utilization and Loan processing charges.

Profit/ (Loss) Before Tax: The restated Profit before Tax for FY 2023-24 was increased to ₹ 549.69 Lakhs (13.61% of total
income) as against ₹ 88.29 Lakhs (2.36% of total income) in the FY 2022-23 i.e., profit before tax increased by ₹ 461.40
Lakhs (522.59% for the said period). This increase in profitability is attributed to a combination of factors. While the
company's sales revenue experienced a considerable increase, key expense categories such as fixed costs, semi-variable costs
(notably employee benefit expenses), finance costs, depreciation, and other expenses did not grow at the same rate, thereby
improving cost efficiency. The major factor contributing to this sudden surge in profits was the company’s strategic decision
to provide lower discounts on its footwear products. By reducing discount rates, the company effectively retained a larger
share of its revenue as profit, which had a direct and substantial impact on overall profitability. This focused approach toward
optimizing pricing strategies and balancing sales volumes helped the company achieve a significant financial milestone
during FY 2023-24.

Total Tax Expenses: The total tax expense for FY 2023-24 increased to ₹ 142.13 Lakhs as against ₹ 22.98 Lakhs in the FY
2022-23. This increase was mainly due to increase in Profit before Tax as mentioned above.

Profit/ (Loss) After Tax: The restated Profit after Tax for FY 2023-24 increased to ₹ 407.56 Lakhs (10.09% of the total
income) as against ₹ 65.31 Lakhs (1.74% of the total income) in the FY 2022-23. This increase was mainly due to increase
in Profit before Tax as explained above.

AN ANALYSIS OF REASONS FOR THE CHANGES IN SIGNIFICANT ITEMS OF INCOME AND

EXPENDITURE IS GIVEN HEREUNDER:

1. Unusual or infrequent events or transactions

Except as described in this Prospectus, during the periods under review there have been no transactions or events, which
in our best judgment, would be considered unusual or infrequent.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations.
There are no significant economic changes that may materially affect or likely to affect income from continuing
operations. However, Government policies governing the sector in which we operate as well as the overall growth of
the Indian economy has a significant bearing on our operations. Major changes in these factors can significantly impact
income from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or
income from continuing operations.
Apart from the risks as disclosed under Section “Risk Factors” beginning on page 22 in the Prospectus, in our opinion
there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on
revenue or income from continuing operations.

4. Expected Future changes in relationship between costs and revenues

Our Company’s future costs and revenues will be determined by demand/supply situation, inflation, Government
Policies and Taxation and Currency fluctuations.

5. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new
products or increased sales prices
Changes in revenue in the last financial years are as explained in the part “Comparison of the Financial Performance”
of above.

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6. Total turnover of each major industry segment in which our Company operates
The Company is mainly engaged in the business of footwear products. Therefore, there are no separate reportable
segments.

7. Status of any publicly announced New Products or Business Segment

Our Company has not announced any new product other than disclosed in this Prospectus.

8. Seasonality of business
Our business is not seasonal in nature. However, the demand of our products increases during festive seasons.

9. Competitive conditions
Competitive conditions are as described under the Chapters “Industry Overview” and “Our Business” beginning on
page 86 and 113 respectively of the Prospectus.

10. Details of material developments after the date of last balance sheet i.e. March 31, 2025
Except as mentioned in this Prospectus, no circumstances have arisen since the date of last financial statement until the
date of filing the Prospectus, which materially and adversely affect or are likely to affect the operations or profitability
of our Company, or value of its assets, or its ability to pay its liability within next twelve months.

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SECTION X: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no (i) outstanding criminal proceedings; (ii) actions taken by statutory and/or
regulatory authorities; (iii) disciplinary action including penalty imposed by SEBI or Stock Exchanges against the Promoters
in the last 5 (five) FYs including outstanding action; (iv) outstanding claims related to direct or indirect taxes; (v) other
pending litigation as determined to be material by our Board as per the materiality policy adopted by our Board
(“Materiality Policy”) in each case involving our Company, Promoters, Directors (“Relevant Parties”); or (vi) all
litigations involving our Group Companies which have a material impact on the business operations, prospects or reputation
of our Company.

For the purpose of material litigation in (v) above, our Board in its meeting held on August 26, 2024 has considered and
adopted the following policy on materiality for identification of material outstanding litigation involving the Relevant Parties
(“Materiality Policy”). In accordance with the Materiality Policy, all outstanding litigation, including any litigation
involving the Relevant Parties, other than (i), (ii), (iii) and (iv) mentioned above, will be considered material if the aggregate
amount involved exceeds 10% of the Profit After Tax being ₹ 47.05 lakhs as per the latest Restated Financial Statements.

The threshold limit as per SEBI ICDR amendments dated March 03, 2025
i two percent of turnover, as per the latest annual restated financial statements of the issuer i.e.: ₹ 84.51 lakh or;

ii two percent of net worth, as per the latest annual restated financial statements of the issuer, except in case the arithmetic
value of the net worth is negative i.e. ₹ 21.51 lakh or:

iii five percent of the average of absolute value of profit or loss after tax, as per the last three annual restated financial
statements of the issuer i.e. ₹ 15.73 lakh.

The threshold limit as per materiality policy is ₹ 47.05 Lakhs

The lower of all threshold limit as per above is ₹ 15.73 Lakhs, and the disclosure made in other pending litigation is in
compliance with the above threshold limit.

It is clarified that pre-litigation notices received by the Relevant Parties (excluding those notices issued by
statutory/regulatory/tax authorities), unless otherwise decided by the Board, shall not be evaluated for materiality until such
time that the Relevant Parties are impleaded as defendants in the litigation proceedings before any judicial forum.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. In accordance with
the Materiality Policy, outstanding dues to any creditor of our Company having monetary value exceeding ₹ 48.20lakhs,
which is 5% of the total trade payables as on the date of the latest Restated Financial Statements included in this Prospectus,
shall be considered as ‘material’. Accordingly, as on March 31, 2025, any outstanding dues exceeding ₹ 48.20 lakhs have
been considered as material outstanding dues for the purpose of disclosure in this section. Further, for outstanding dues to
any party which is a micro, small or medium enterprise (“MSME”), the disclosure will be based on information available
with the Company regarding status of the creditor as defined under Section 2 of the Micro, Small and Medium Enterprises
Development Act, 2006, as amended.

Our Company does not have any subsidiaries.

Unless stated to the contrary, the information provided below is as of the date of this Prospectus.

A. LITIGATION INVOLVING THE COMPANY

(a) Criminal proceedings against the Company

There are no outstanding criminal proceedings initiated against the Company.

(b) Criminal proceedings filed by the Company

There are no outstanding criminal proceedings initiated by the Company.

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(c) Actions by statutory and regulatory authorities against the Company

There are no outstanding actions by statutory or regulatory authorities initiated against the Company.

(d) Tax Proceedings:

(i) Direct Tax: Nil

(ii) Indirect Tax: Nil

(e) Other pending material litigations against the Company

There are no other pending material litigations initiated against the Company

(f) Other pending material litigations filed by the Company

There are no other pending material litigations filed by the company

B. LITIGATIONS INVOLVING THE PROMOTERS & DIRECTORS OF THE COMPANY

(a) Criminal proceedings against the Promoters & Directors of the company

There are no outstanding criminal proceedings against the Promoters & Directors of the Company:

(b) Criminal proceedings filed by the Promoters & Directors of the company

There are no outstanding criminal litigations initiated by the Promoters & Directors of the company.

(c) Actions by statutory and regulatory authorities against the Promoters & Directors of the company

There are no outstanding actions by statutory or regulatory authorities initiated against the Promoters & Directors.

(d) Tax Proceedings:

There are no outstanding Tax Proceedings against the Promoters & Directors of the company, except as mentioned below-.

(i) Direct tax –

ARVIND KAMBOJ

A.Y. Section Code Date of Demand Amount Particular

2018-19 154 14/11/2019 8,500 A response was submitted by Mr. Arvind Kamboj vide
transaction ID 969573192, dated 30th December 2020
with the response type- “Disagree with demand (Either
in Full or Part)” for the challan amount of Rs.8,500/-.
The matter is pending.
Total 8,500

SHAINA MALHOTRA

A.Y. Section Code Date of Demand Amount Particular

2014-15 143(1)(a) 28/03/2016 4,710 Extinguished Demand.
2021-22 143(1)(a) 17/06/2022 1,01,278 An amount of Rs.91,960/- has been paid by three
consecutive payments vide Challan no. ITNS 280, dated
11/02/2022 through internet banking vide IDBI Bank
reference no. 2754814072, BSR Code 6910333 and
bank challan no. 55290 for an amount of Rs.73,710/-,
challan no. 55436, BSR Code 6910333, IDBI Bank
reference no. 2754816578, dated 05/07/2022 for an
amount of Rs.2,540/- and challan no. 19484, BSR code

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A.Y. Section Code Date of Demand Amount Particular

0002271, dated 17th September 2024 for an amount of
Rs.15,710/-, respectively.
The matter is pending.
Total 1,05,988

ATUL MALHOTRA

A.Y. Section Code Date of Demand Amount Particular

2018-19 143(1)(a) 04/12/2019 73,370 The total amount of Rs.73,369/- has already been paid
dated 31/10/2018 for an amount of Rs.30,099/- and
transaction ID FOS005971898654, dated 13th
November 2024, BSR code 0240020 and serial number
1375 for an amount of Rs.43,270/- respectively.
The matter is pending.
Total 73,370

(ii) Indirect Tax – Nil

(e) Other pending material litigations against the Promoters & Directors of the company

There are no outstanding litigations initiated against the Promoters & Directors of the company

(f) Other pending material litigations filed by the Promoters & Directors of the company

There are no outstanding litigations initiated by the Promoters & Directors of the company

C. LITIGATIONS INVOLVING THE GROUP COMPANIES WHICH CAN HAVE A MATERIAL IMPACT ON
THE COMPANY

(a) Criminal proceedings against the group companies

There are no outstanding criminal proceedings initiated against the group companies.

(b) Criminal proceedings filed by the group companies

There are no outstanding criminal proceedings initiated by the group companies.

(c) Actions by statutory and regulatory authorities against the group companies

There are no outstanding actions by statutory or regulatory authorities initiated against the Group Company.

(d) Tax Proceedings:

(i) Direct Tax: - NIL

(ii) Indirect Tax – NIL

(e) Other pending material litigations against the group companies

There are no outstanding litigations initiated against the group companies.

(f) Other pending material litigations filed by the group companies

There are no outstanding litigations initiated by the group companies.

E. LITIGATIONS INVOLVING THE SUBSIDIARIES/ ASSOCIATE COMPANIES WHICH CAN HAVE A

MATERIAL IMPACT ON THE COMPANY

The Company has no subsidiaries/ Associate companies.

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OUTSTANDING DUES TO CREDITORS

The Company has a policy for identification of Material Outstanding Dues to Creditors in terms of the SEBI (ICDR)
Regulations, 2025 as amended for creditors where outstanding due to any one of them exceeds 5% of the Company’s trade
payables as per the latest Restated Financial statements being ₹ 48.20 lakhs. Further, for outstanding dues to any party
which is a micro, small or medium enterprise (“MSME”), the disclosure will be based on information available with the
Company regarding the status of the creditor as defined under Micro, Small and Medium Enterprises Development Act,
2006, as amended read with the rules and notifications thereunder

In terms of our Materiality Policy adopted by the Board vide Resolution dated August 26, 2024, the Board deems all creditors
above 5% of the outstanding trade payables as per the latest audited financial statements as material creditors. As of March
31, 2025, our Company owes the following amounts to small scale undertakings, other creditors, and material creditors.

Based on this criteria, details of outstanding dues (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 of March 31, 2025, by our Company, are set out below and the disclosure of the same is available on the website of our
Company at https://marcloire.com/.

Name No. of Balance as on

Creditors March 31, 2025
(₹ in lakhs)
Total Outstanding dues to Micro and Small & Medium Enterprises (MSME)* 2 56.30
Total Outstanding dues to Creditors other than MSME# 73 907.63
Total 75 963.93
Material Creditors 6 577.86
* The above information has been provided as available with the company to the extent such parties could be identified on
the basis of the information available with the company regarding the status of supplier under the Micro, Small and Medium
Enterprises Development Act, 2006 and as per restated financial statements”

Material Developments occurring After Last Balance Sheet Date

Except as disclosed in Chapter titled “Management’s Discussion & Analysis of Financial Conditions & Results of
Operations” beginning on page 217 of this prospectus, there have been no material developments that have occurred after
the Last Balance Sheet Date.

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GOVERNMENT AND OTHER APPROVALS

Our Company has received the necessary licenses, permissions and approvals from the Central and State Governments and
other government agencies/regulatory authorities/certification bodies required to undertake the Issue or continue our business
activities. In view of the approvals listed below, we can undertake the Issue and our current business activities and no further
major approvals from any governmental/regulatory authority, or any other entity are required to be undertaken, in respect of
the Issue or to continue our business activities. It must, however, be distinctly understood that in granting the above approvals,
the Government of India and other authorities do not take any responsibility for the financial soundness of our Company or
for the correctness of any of the statements or any commitments made or opinions expressed in this behalf.

The main objects clause of the Memorandum of Association of our Company and the objects incidental, enable our Company
to carry out its activities.

I. Approvals for the Issue

a) The Board of Directors have, pursuant to Section 62(1)(c) of the Companies Act, 2013, by a resolution passed
at its meeting held on October 16, 2024 authorized the Issue, subject to the approval of the shareholders and
such other authorities as may be necessary.

b) The shareholders of our Company have, pursuant to Section 62(1)(c) of the Companies Act, 2013, by a special
resolution passed in the Extra Ordinary General Meeting held on November 11, 2024 authorized the Issue.

c) Our Company has received an in-principle approval from the BSE dated March 11, 2025 for listing of Equity
Shares issued pursuant to the Issue.

d) Our Company’s ISIN is “INE0TBQ01014”.

II. Approvals pertaining to Incorporation of our Company

Sl. Applicable Issuing Date of

Name of Registration Registration No./CIN Validity
No Law Authority Issue
Registrar of
Companies,
Certificate of Companies National Capital March 11, Till
1 U18202DL2014PTC266184
Incorporation Act, 1956 Territory of 2014 Cancelled
Delhi and
Haryana
Certificate of
Registrar of
Incorporation upon
Companies,
change in Name due Companies July 18, Till
2 U18202DL2014PLC266184 Central
on conversion to Act, 2013 2024 Cancelled
Processing
Public Limited
Centre
Company

III. Business Related Approvals

Sl. Name of Issuing Date of

Registration No Applicable Law Validity
No Registration Authority Issue
Employees
Registration under (Provident Fund Employees'
January 20, Valid until
1 Employees’ DLCPM3184704000 and Miscellaneous Provident Fund
2024 cancelled
Provident Funds Provisions) Act, Organisation
1952
Employees State
Employees State Employee State Insurance
January 20, Till
2 Insurance 2200156310001099 Insurance Act, Corporation, Su-
2024 Cancelled
Corporation 1948 Regional Office,
New Delhi
Foreign Trade Government of
Importer-Exporter (Development and India, Ministry of May 26, Till
3 0515013234
Code Regulation) Act, Commerce and 2015 Cancelled
1992. Industry,

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Sl. Name of Issuing Date of

Registration No Applicable Law Validity
No Registration Authority Issue
Directorate
General of
Foreign Trade
Trade License
Delhi Shops & Municipal
(General MGT May 16, March 31,
5 Establishment Act, Corporation of
Trade/Storage L05251702075145 2025 2026
1954 Delhi
License)
Trade License
Delhi Shops & Municipal
(General MGT May 13, March 31,
5 Establishment Act, Corporation of
Trade/Storage L05251986059570 2025 2026
1954 Delhi
License)
Micro, Small and Government of
Medium India Ministry of
Udyam Registration UDYAM-DL-11- July 06, Till
6 Enterprises Micro, Small and
Certificate 0030686 2019 Cancelled
Development Act, Medium
2006 Enterprises

IV. Tax Related Approvals

S. Name of Applicable
Registration No Issuing Authority Date of Issue Validity
No Registration Law
Permanent Account Income Tax Income Tax March 18, Till
1 AAJCM1276G
Number [PAN] Act, 1961 Department 2024 cancelled
Tax Deduction
Income Tax Income Tax September Till
2 Account Number DELM24218F
Act, 1961 Department 26, 2014 Cancelled
[TAN]
Central
Goods and Service Goods and Goods and Service January 19, Till
3 07AAJCM1276G1ZF
Tax - Delhi Service Tax Tax Department 2024 Cancelled
Act, 2017
Central
Goods and Service Goods and Goods and Service Till
4 24AAJCM1276G1ZJ June 18, 2021
Tax - Gujarat Service Tax Tax Department Cancelled
Act, 2017
Central
Goods and Service Goods and Goods and Service October 29, Till
5 06AAJCM1276G1ZM
Tax - Haryana Service Tax Tax Department 2018 Cancelled
Act, 2017
Central
Goods and Service Goods and Goods and Service December 27, Till
6 29AAJCM1276G1Z9
Tax - Karnataka Service Tax Tax Department 2019 Cancelled
Act, 2017
Central
Goods and Service
Goods and Goods and Service Till
7 Tax – Madhya 23AAJCM1276G1ZL June 08, 2023
Service Tax Tax Department Cancelled
Pradesh
Act, 2017
Central
Goods and Service Goods and Goods and Service Till
8 27AAJCM1276G1ZD July 31, 2018
Tax - Maharashtra Service Tax Tax Department Cancelled
Act, 2017
Central
Goods and Service Goods and Goods and Service Till
9 03AAJCM1276G1ZN June 06, 2022
Tax - Punjab Service Tax Tax Department Cancelled
Act, 2017
Central
Goods and Service Goods and Goods and Service April 26, Till
10 33AAJCM1276G1ZK
Tax – Tamil Nadu Service Tax Tax Department 2022 Cancelled
Act, 2017
Central
Goods and Service Goods and Goods and Service February 24, Till
11 36AAJCM1276G1ZE
Tax - Telangana Service Tax Tax Department 2021 Cancelled
Act, 2017
Goods and Service Central Goods and Service April 04, Till
12 19AAJCM1276G1ZA
Tax – West Bengal Goods and Tax Department 2021 Cancelled

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S. Name of Applicable
Registration No Issuing Authority Date of Issue Validity
No Registration Law
Service Tax
Act, 2017
Central
Goods and Service Goods and Goods and Service March 06, Till
13 10AAJCM1276G1ZS
Tax – Bihar Service Tax Tax Department 2025 Cancelled
Act, 2017
West Bengal
State Tax on
Professional Tax
Professions, Professional Tax
Enrollment November 04, Till
14 192166334117 Trades, Officer, Kolkata
Certificate – West 2023 Cancelled
Callings and North Range
Bengal
Employments
Act, 1979
Karnataka
Tax on
Professional Tax
Professions, Commercial Tax
Enrollment March 31,
15 1147202168 Trades, Department, May 09, 2025
Certificate – 2026
Callings and Karnataka
Karnataka
Employments
Act, 1976.
Maharashtra
State Tax on
Professional Tax
Professions,
Enrollment Maharashtra Sales March 31,
16 99555096341P Trades, May 09, 2025
Certificate – Tax Department 2026
Callings and
Maharashtra
Employments
Act, 1975
Telangana
Tax on
Professional Tax
Profession Commercial Taxes
Enrollment Till
17 PT36AAJCM1276G1ZE Trade, Department, May 14, 2025
Certificate – Cancelled
Calling and Telangana
Telangana
Employment
Act,1987

V. Intellectual Property Related Approvals

Logo/Word Class Trademark Trademark Date of Issue Valid up to

No. Type

March 13,
MARCLOIRE 35 2698561 Word March 13, 2014
2034

March 13,
MARC LOIRE 25 2698562 Word March 13, 2014
2034

December 24, December 24,

25 4793621 Device
2020 2030

December 24, December 24,

25 4793622 Device
2020 2030

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Logo/Word Class Trademark Trademark Date of Issue Valid up to

No. Type

DARESOULS 28 6015502 Word July 11, 2023 July 11, 2033

BEDAREFIT 28 6015503 Word July 11, 2023 July 11, 2033

August 29, August 29,

25 6088388 Device
2023 2033

August 29, August 29,

25 6088389 Device
2023 2033

August 29, August 29,

25 6088390 Device
2023 2033

VI. Licenses/Approvals/Permission for which applications have been made by our Company but not received
and/or yet to be applied by our Company

o Our company is in process of applying for change of name from “Marc Loire Fashions Private Limited” to “Marc
Loire Fashions Limited” in all government and other approvals.

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OTHER REGULATORY AND STATUTORY DISCLOSURES

AUTHORITY FOR THE ISSUE

1. The Fresh Issue of Equity Shares in terms of this prospectus has been authorized by a resolution by the Board of Directors
passed at their meeting held October 16, 2024 on under Section 62(1)(c) of the Companies Act 2013 and subject to the
approval of the members and such other authorities as may be necessary.

2. The Fresh Issue of Equity Shares in terms of this prospectus has been authorized by the shareholders by special resolution
at the Extra Ordinary General Meeting held on November 11, 2024 under Section 62(1)(c) and other applicable
provisions of the Companies Act 2013.

3. Our Company has received In-principal approval from BSE vide their letter dated March 11, 2025 to use the name of
BSE in this prospectus for listing of the Equity Shares on SME Platform of BSE Limited. BSE Limited is the Designated
Stock Exchange.

4. Our Board has approved the Prospectus through its resolution dated June 21, 2025.

Confirmation:
➢ Our Company, our Promoters, Promoter Group, our directors, person(s) in control of the promoter or our Company have
not been prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any
order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other
authority/court.

➢ Our Company, our Promoters, Promoters’ Group are in compliance with the Companies (Significant Beneficial
Ownership) Rules, 2018.

➢ None of our Directors are in any manner associated with the securities market and there has been no action taken by the
SEBI against the Directors or any other entity with which our directors are associated as promoters or directors.

➢ None of the Directors are associated with any entities, which are engaged in securities market related business and are
registered with SEBI for the same.

➢ There are no violations of securities laws committed by any of them in the past or pending against them, nor have any
companies with which any of our Company, our Promoter, Directors, persons in control of our Company or any natural
person behind the Promoter are or were associated as a promoter, director or person in control, been debarred or
prohibited from accessing the capital markets under any order or direction passed by the SEBI or any other regulatory
or government authority.

➢ Neither our Company, nor our Promoters, our Directors, relatives (as per the Companies Act, 2013) of Promoter or the
person(s) in control of our Company have been identified as a wilful defaulter or fraudulent borrower by the RBI or
other governmental authority and there has been no violation of any securities law committed by any of them in the past
and no such proceedings are pending against any of them except as details provided under Section titled, “Outstanding
Litigations and Material Developments” beginning on page no. 228 of this prospectus.

➢ Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations; and this Issue is an “Initial Public
Issue” in terms of the SEBI (ICDR) Regulations.

Eligibility for the Issue

• Our Company is not ineligible in terms of Regulations 228 of SEBI ICDR Regulations for this Issue as:
➢ Neither our company, nor any of its promoters, promoter group or directors are debarred from accessing the capital
market by the Board.
➢ Neither our promoters, nor any directors of our company is a promoter or director of any other company which is
debarred from accessing the capital market by the Board
➢ Neither our Promoter nor any of our directors is declared as Fugitive Economic Offender
➢ Neither our Company, nor our Promoter, relatives (as defined under the Companies Act, 2013) of our Promoter nor
our directors, are Wilful Defaulters or Fraudulent Borrowers.

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• Our Company is eligible for the Issue in accordance with Regulation 229(1) and other provisions of Chapter IX of the
SEBI (ICDR) Regulations 2018, as we are an Issuer whose post issue face value paid-up capital would be more than 10
crores, and can issue Equity Shares to the public and propose to list the same on the SME Platform of BSE Limited.

We further confirm that:

i. In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this issue is 100% underwritten and that the
Lead Manager to the Issue shall underwrite minimum 15% of the Total Issue Size.

ii. In accordance with Regulation 268 of the SEBI (ICDR) Regulations, we shall ensure that the total number of
proposed Allottee’s in the issue shall be greater than or equal to fifty (50), otherwise, the entire application money
will be refunded within 4 (Four) days of such intimation. If such money is not repaid within 4 (Four) days from the
date our Company becomes liable to repay it, then our Company and every officer in default shall, on and from
expiry of 4 (Four) days, be liable to repay such application money, with interest at the rate 15% per annum. Further,
in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may be
punishable with fine and/or imprisonment in such a case.

iii. In terms of Regulation 246 (1) of the SEBI (ICDR) Regulations, 2018, a copy of the prospectus will be filed with
the SEBI through the Lead Manager immediately upon filing of the offer document with the Registrar of Companies.

However, as per Regulation 246 (2) of the SEBI (ICDR) Regulations, 2018, The SEBI shall not issue any
observation on the offer document.

Further, in terms of Regulation 246 (3) of the SEBI (ICDR) Regulations, 2018 the lead manager will also submit a
due diligence certificate as per format prescribed by SEBI along with the prospectus to SEBI.

Further, in terms of Regulation 246 (4) of the SEBI (ICDR) Regulations, 2018 the prospectus will be displayed
from the date of filling in terms of sub-regulation (1) on the website of the SEBI, The Lead Manager and the SME
Platform of BSE Limited.

Moreover, in terms of Regulation 246 (5) of the SEBI (ICDR) Regulations, 2018, a copy of the prospectus shall
also be furnished to the SEBI in a soft copy.

iv. In accordance with Regulation 261 of the SEBI (ICDR) Regulations, we hereby confirm that we have entered into
an agreement dated June 05, 2023 with the Lead Manager and a Market Maker to ensure compulsory Market Making
for a minimum period of three (3) years from the date of listing of Equity Shares on the SME Platform of BSE
Limited.

In terms of Regulation 229(3) of the SEBI (ICDR) Regulations, 2018, We confirm that we have fulfilled eligibility
criteria for SME Platform of BSE Limited, which are as under:

❖ Incorporation: The Company shall be incorporated under the Companies Act, 1956/2013.

Our Company is incorporated under the Companies Act, 1956 in India.

❖ Post Issue Paid up Capital: The post issue paid up capital of the company (face value) shall not be more than Rs.
25 crores.

The post issue paid up capital (Face Value) of the company will be ₹ 7.10 crores. So, the company has fulfilled the
criteria of post issue paid up capital shall not be more than ₹25 crores.

❖ Net Tangible Assets should be ₹ 3 crores in last preceding (full) financial year
₹ in lakhs
Details 31-03-2025
Net Assets 1,075.51
Less: Intangible Assets -
Net Tangible Assets 1,075.51
So, the company has fulfilled the criteria of minimum net tangible assets of ₹ 3 crores.

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❖ Net worth of at least Rs. 1 crore for 2 preceding full financial years:

As per restated financial statement, the net-worth of the company is as follows:

₹ in lakhs
Details 31-03-2025 31-03-2024 31-03-2023
Paid-up share capital 500.00 100.00 100.00
All reserves created out of the profits and
securities premium account and debit or
credit balance of profit and loss account,
the aggregate value of the accumulated
losses, deferred expenditure and
575.51 504.98 97.28
miscellaneous expenditure not written
off, as per the audited balance sheet, but
does not include reserves created out of
revaluation of assets, write-back of
depreciation and amalgamation
Total 1,075.51 604.98 197.28

So, the company has fulfilled the criteria of net worth of at least 1 crore for 2 preceding full financial years.

❖ Track Record: The company or the partnership/proprietorship/LLP Firm or the firm which have been converted
into the company should have combined track record of at least 3 years or In case it has not completed its operation
for three years then the company/partnership/proprietorship/LLP should have been funded by Banks or financial
institutions or Central or state government or the group company should be listed for at least two years either on the
main board or SME board of the Exchange.

Our company was incorporated on March 11, 2014 and having track record of more than 3 years.

❖ Earnings before Interest, Depreciation and Tax:

The company should have operating profit (earnings before interest, depreciation and tax) from operations for 2 out of
3 latest financial years preceding the application date.
(Amt. in Lakhs.)
Particulars 31-03-2025 31-03-2024 31-03-2023
Net Profit as Restated 470.54 407.69 65.63
Add: Depreciation 2.31 3.30 1.14
Add: Interest on Loan 13.16 0.30 -
Add: Income Tax 164.59 141.99 22.66
Less: Other Income 20.68 19.77 2.10
EBITDA (Operating Profit) 629.93 533.52 87.33

❖ Leverage ratio of the company is not more than 3:1.

As per restated financials, the leverage ratio (Debt Equity ratio) of our company is not more than 3:1. The details are
as mentioned below:
(Amount ₹ in lakhs, except ratio)
Particulars 31-03-2025
Total Borrowings (Debt) 2.53
Total Net Worth (TNW) (Shareholders fund) 1,075.51
Debt Equity Ratio (Total Borrowing/TNW) 0.002

❖ It is mandatory for a company to have a website.

Our Company has a live and operational website i.e., https://marcloire.com/

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❖ Disciplinary action: We hereby confirm that;

• There are no regulatory action of suspension of trading against the promoter(s) or companies promoted by the
promoters by any stock Exchange having nationwide trading terminals.

• The Promoter(s) or directors are not the promoter(s) or directors (other than independent directors) of
compulsory delisted companies by the Exchange and there is no applicability of consequences of compulsory
delisting is attracted or companies that are suspended from trading on account of non-compliance.

• Directors are not disqualified/ debarred by any of the Regulatory Authority.

❖ Default:

There are no pending defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit
holders by the applicant company, promoters/ promoting company (ies), Subsidiary Companies.

❖ Name Change: In case of name change within the last one year, at least 50% of the revenue calculated on a
restated and consolidated basis for the preceding 1 full financial year has been earned by it from the activity
indicated by its new name or the activity suggesting name should have contributed to at least 50% of the revenue,
calculated on a restated and consolidated basis, for the preceding one full financial year.

The company has not changed its name in last one year apart from change of status of company from Private to Public.

❖ The composition of the board should be in compliance with the requirements of Companies Act, 2013 at the time
of in-principle approval

The Company is in compliance with the requirements of the Companies Act, 2013, w.r.t. the composition of the Board
of the Company at the time of seeking in-principle approval for Prospectus and shall be in continuous compliance.

❖ Other Requirements: We further confirm that;

1) The Issuer Company has a live and operational website i.e., https://marcloire.com/

2) 100% of the Promoter’s shareholding in the company are dematerialized.

3) Our Company shall mandatorily facilitate trading in demat securities and have entered into an agreement with both
the depositories. Our Company has entered into an agreement for registration with the Central Depository Services
Limited (CDSL) dated February 12, 2024, and National Securities Depository Limited dated February 06, 2024 for
establishing connectivity.

4) There has been no change in the promoter(s) of Issuer Company in the preceding one year from date of filing
application to BSE for listing on BSE SME.

5) The Net worth computation has been calculated as per the definition given in SEBI (ICDR) Regulations.

6) The Company has not been referred to NCLT under IBC.

7) There is no winding up petition against the company, which has been admitted by the court.

❖ Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).

❖ There is no winding up petition against our Company, which has been admitted by the Court or a liquidator has not
been appointed.

❖ No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years against
the applicant company.

We further confirm that we shall be complying with all the other requirements as laid down for such an issue under
Chapter IX of SEBI (ICDR) Regulations 2018, as amended from time to time and subsequent circulars and guidelines
issued by SEBI and the Stock Exchange.

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As per Regulation 230 (1) of the SEBI ICDR Regulations, our Company has ensured that:

❖ The Prospectus has been filed with BSE and our Company has made an application to BSE for listing of its Equity
Shares on the SME platform. BSE is the Designated Stock Exchange.

❖ Our Company has entered into an agreement dated February 06, 2024 with NSDL and agreement dated February 12,
2024 with CDSL for dematerialization of its Equity Shares already issued and proposed to be issued.

❖ The entire pre-Issue share capital of our Company is fully paid-up and the Equity Shares proposed to be issued pursuant
to this IPO will be fully paid-up.

❖ The Equity Shares held by the Promoters are dematerialized.

As per Regulation 230 (2) of the SEBI ICDR Regulations, our Company has ensured that:

❖ The amount for general corporate purposes, as mentioned in objects of the issue in the Prospectus does not exceed
twenty-five per cent of the amount being raised by our Company.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF ISSUE DOCUMENT TO THE

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR
CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE
ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT
FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS
MADE OR OPINIONS EXPRESSED IN THE ISSUE DOCUMENT. THE LEAD MANAGER HAS CERTIFIED
THAT THE DISCLOSURES MADE IN THE ISSUE DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO
TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE
FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE
ISSUE DOCUMENT, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE
THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS
THIS PURPOSE, THE LEAD MANAGER, FINSHORE MANAGEMENT SERVICES LIMITED HAS
FURNISHED TO STOCK EXCHANGE A DUE DILIGENCE CERTIFICATE DATED JUNE 21, 2025 IN THE
FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SEBI (ICDR) REGULATION 2018 WHICH SHALL
ALSO BE SUBMITTED TO SEBI AFTER FILING THE PROSPECTUS WITH ROC AND BEFORE OPENING
OF THE ISSUE IN ACCORDANCE WITH THE SEBI ICDR REGULATION, 2018.

THE FILING OF THIS ISSUE DOCUMENT DOES NOT, HOWEVER, ABSOLVE OUR 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 PROPOSED
ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE LEAD
MANAGER ANY IRREGULARITIES OR LAPSES IN THE OFFER DOCUMENT.

THE DUE DILIGENCE CERTIFICATE TO BE SUBMITTED AS PER FORM A OF SCHEDULE V

INCLUDING ADDITIONAL CONFIRMATION AS PROVIDED IN FORM G OF SCHEDULE V IS PRODUCED
AS UNDER:

WE, THE LEAD MERCHANT BANKER TO THE ABOVE-MENTIONED FORTHCOMING ISSUE, STATE AND
CONFIRM AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION,

INCLUDING COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC.
AND OTHER MATERIAL WHILE FINALISATION OF THE PROSPECTUS PERTAINING TO THE SAID ISSUE;

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2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS DIRECTORS
AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF THE STATEMENTS
CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE
DOCUMENTS AND OTHER PAPERS FURNISHED BY THE ISSUER, WE CONFIRM THAT:

A. THE PROSPECTUS FILED WITH THE EXCHANGE/BOARD IS IN CONFORMITY WITH THE

DOCUMENTS, MATERIALS AND PAPERS WHICH ARE MATERIAL TO THE ISSUE;

B. ALL MATERIAL LEGAL REQUIREMENTS RELATING TO THE ISSUE AS SPECIFIED BY THE BOARD,
THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE
BEEN DULY COMPLIED WITH; AND

C. THE MATERIAL DISCLOSURES MADE IN THE PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO
ENABLE THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE INVESTMENT IN THE
PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF
THE COMPANIES ACT, 2013, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 AND OTHER APPLICABLE
LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE PROSPECTUS
ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS VALID.

4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFILL

THEIR UNDERWRITING COMMITMENTS.

5. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF
THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND
THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO
LOCK-IN SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTER DURING THE PERIOD
STARTING FROM THE DATE OF FILING THE PROSPECTUS WITH THE BOARD/EXCHANGE TILL THE
DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE PROSPECTUS.

6. WE CERTIFY THAT ALL APPLICABLE PROVISION OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, WHICH RELATES
TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS
BEEN AND SHALL BE DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE
WITH THE SAID REGULATION HAVE BEEN MADE IN THE PROSPECTUS.

7. WE UNDERTAKE THAT ALL APPLICABLE PROVISION OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 WHICH RELATE
TO RECEIPT OF PROMOTERS CONTRIBUTION PRIOR TO OPENING OF THE ISSUE SHALL BE COMPLIED
WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’
CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE AND
THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE
BOARD/EXCHANGE. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE
THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED
COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE
PUBLIC ISSUE. – NOT APPLICABLE

8. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS
RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE
PROVISIONS OF SUB-SECTION (3) OF SECTION 40 OF THE COMPANIES ACT, 2013 AND THAT SUCH
MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM
ALL THE STOCK EXCHANGE MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE
AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY
CONTAINS THIS CONDITION – NOTED FOR COMPLIANCE

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9. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS ARE BEING
RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE
OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE
ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT
CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

10. WE CERTIFY THAT ALL THE SHARES SHALL BE ISSUED IN DEMATERIALIZED FORM IN COMPLIANCE
WITH THE PROVISIONS OF SECTION 29 OF THE COMPANIES ACT, 2013 AND THE DEPOSITORIES ACT,
1996, AND THE REGULATIONS MADE THEREUNDER.

11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018 HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND
ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL-INFORMED DECISION.

12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE PROSPECTUS:

A. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE
DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AND

B. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND
ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN TERMS

OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018.

14. WE ENCLOSE A NOTE EXPLAINING THE PROCESS OF DUE DILIGENCE THAT HAS BEEN EXERCISED BY
US INCLUDING IN RELATION TO THE BUSINESS OF THE ISSUER, THE RISK IN RELATION TO THE
BUSINESS, EXPERIENCE OF THE PROMOTERS AND THAT THE RELATED PARTY TRANSACTION
ENTERED INTO FOR THE PERIOD DISCLOSED IN THE PROSPECTUS HAVE BEEN ENTERED INTO BY THE
ISSUER IN ACCORDANCE WITH APPLICABLE LAWS.

15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE APPLICABLE

PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, CONTAINING DETAILS SUCH AS THE
REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE PROSPECTUS
WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.

16. WE ENCLOSE STATEMENT ON ‘PRICE INFORMATION OF PAST ISSUES HANDLED BY MERCHANT

BANKER BELOW (WHO ARE RESPONSIBLE FOR PRICING THIS ISSUE)’, AS PER FORMAT SPECIFIED BY
SEBI THROUGH CIRCULAR NO. CIR/CFD/DIL/7/2015 DATED OCTOBER 30, 2015.

ADDITIONAL CONFIRMATIONS/CERTIFICATION TO BE GIVEN BY MERCHANT BANKER IN DUE

DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH ISSUE DOCUMENT REGARDING SME
PLATFORM OF BSE LIMITED.

(1) WE CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED IN THE PROSPECTUS HAVE BEEN
DEBARRED FROM FUNCTIONING BY ANY REGULATORY AUTHORITY.

(2) WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER HAVE BEEN MADE
IN PROSPECTUS AND CERTIFY THAT ANY MATERIAL DEVELOPMENT IN THE ISSUER OR RELATING
TO THE ISSUE UP TO THE COMMENCEMENT OF LISTING AND TRADING OF THE SPECIFIED SECURITIES
ISSUED THROUGH THIS ISSUE SHALL BE INFORMED THROUGH PUBLIC NOTICES/ADVERTISEMENTS
IN ALL THOSE NEWSPAPERS IN WHICH PRE-ISSUE ADVERTISEMENT AND ADVERTISEMENT FOR
OPENING OR CLOSURE OF THE ISSUE HAVE BEEN GIVEN.

(3) WE CONFIRM THAT THE ABRIDGED PROSPECTUS CONTAINS ALL THE DISCLOSURES AS SPECIFIED IN
THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018 - NOTED FOR COMPLIANCE.

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(4) WE CONFIRM THAT AGREEMENTS HAVE BEEN ENTERED INTO WITH THE DEPOSITORIES FOR
DEMATERIALISATION OF THE SPECIFIED SECURITIES OF THE ISSUER.

(5) THE ISSUER HAS REDRESSED AT LEAST NINETY-FIVE PER CENT OF THE COMPLAINTS RECEIVED
FROM THE INVESTORS TILL THE END OF THE QUARTER IMMEDIATELY PRECEDING THE MONTH OF
FILING OF THE OFFER DOCUMENT WITH THE REGISTRAR OF COMPANIES. - NOT APPLICABLE.

(6) WE CONFIRM THAT UNDERWRITING AND MARKET MAKING ARRANGEMENTS AS PER

REQUIREMENTS OF REGULATION 261 AND 262 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 HAVE BEEN MADE-
NOTED FOR COMPLIANCE.

DISCLAIMER FROM OUR COMPANY AND THE LEAD MANAGER

Our Company and the Lead Manager accept no responsibility for statements made otherwise than those contained in this
prospectus or in the advertisements or any other material issued by or at our Company’s instance and that anyone placing
reliance on any other source of information would be doing so at his or her own risk.

CAUTION

The LM accepts no responsibility, save to the limited extent as provided in the Issue Agreement entered between the LM
(Finshore Management Services Limited) and our Company on November 15, 2024 and the Underwriting Agreement dated
June 09, 2025, entered into between the Underwriters and our Company and the Market Making Agreement dated June 09,
2025, entered into among the Market Maker, LM and our Company.

All information shall be made available by our Company and the LM to the public and investors at large and no selective or
additional information would be available for a section of the investors in any manner whatsoever including at road show
presentations, in research or sales reports, at collection centres or elsewhere.

The LM and their respective associates and affiliates may engage in transactions with, and perform services for, our
Company, our Promoter Group, or our affiliates or associates in the ordinary course of business and have engaged, or may
in future engage, in commercial banking and investment banking transactions with our Company, our Promoter Group,
Group Entities, and our affiliates or associates, for which they have received and may in future receive compensation.

Note: Investors who apply in the Issue will be required to confirm and will be deemed to have represented to our Company
and the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under
all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and will not Issue,
sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable laws, rules,
regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the Underwriters and their
respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any
investor on whether such investor is eligible to acquire the Equity Shares in the Issue.

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are majors,
HUFs, companies, corporate bodies and societies registered under applicable laws in India and authorized to invest in shares,
Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, cooperative
banks (subject to RBI permission), or trusts under applicable trust law and who are authorized under their constitution to
hold and invest in shares, public financial institutions as specified in Section 2(72) of the Companies Act, 2013, VCFs, state
industrial development corporations, insurance companies registered with the Insurance Regulatory and Development
Authority, provident funds (subject to applicable law) with a minimum corpus of ₹ 2,500.00 Lakh and pension funds with a
minimum corpus of ₹ 2,500.00 Lakh, and permitted non-residents including FIIs, Eligible NRIs, multilateral and bilateral
development financial institutions, FVCIs and eligible foreign investors, insurance funds set up and managed by army, navy
or air force of the Union of India and insurance funds set up and managed by the Department of Posts, India provided that
they are eligible under all applicable laws and regulations to hold Equity Shares of our Company. This prospectus does not,
however, constitute an Issue to sell or an invitation to subscribe for Equity Shares Issued hereby in any jurisdiction other
than India to any person to whom it is unlawful to make an Issue or invitation in such jurisdiction. Any person into whose
possession this prospectus comes is required to inform himself or herself about, and to observe, any such restrictions.

Any dispute arising out of this Issue will be subject to jurisdiction of the competent court(s) in Delhi only.

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No action has been, or will be, taken to permit a public Issuing in any jurisdiction where action would be required for that
purpose. Accordingly, the Equity Shares represented hereby may not be Issued or sold, directly or indirectly, and this
prospectus may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such
jurisdiction. Neither the delivery of this prospectus nor any sale hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of our Company from the date hereof or that the information contained
herein is correct as of any time subsequent to this date.

DISCLAIMER CLAUSE OF THE SME PLATFORM OF BSE LIMITED

As required, a copy of this Offer Document has been submitted to BSE Limited (hereinafter referred to as BSE).

BSE Limited (“BSE”) has vide its letter dated March 11, 2025 given permission to “Marc Loire Fashions Limited” to use
its name in the offer document as the Stock Exchange on whose Small and Medium Enterprises platform (“SME platform”)
the company’s securities are proposed to be listed. BSE has scrutinized this offer document for its limited internal purpose
of deciding on the matter of granting the aforesaid permission to this company. BSE does not in any manner: -

i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer documents; or
ii. warrant that this company’s securities will be listed on completion of Initial Public Offering or will continue to be listed
on BSE; or
iii. take any responsibility for the financial or other soundness of this company, its promoters, its management or any scheme
or project of this company.
iv. warrant, certify, or endorse the validity, correctness or reasonableness of the price at which the equity shares are offered
by the company and investors are informed to take the decision to invest in the equity shares of the company only after
making their own independent enquiries, investigation and analysis. The price at which the equity shares are offered by
the company is determined by the company in consultation with the Merchant Banker(s) to the issue and the Exchange
has no role to play in the same and it should not for any reason be deemed or construed that the contents of this offer
document have been cleared or approved by BSE. Every person who desires to apply for or otherwise acquire any
securities of this company may do so pursuant to independent inquiry, investigation and analysis and shall not have any
claim against BSE 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.
v. BSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages including loss
of profits incurred by any investor or any third party that may arise from any reliance on this offer document or for the
reliability, accuracy, completeness, truthfulness or timeliness thereof.
vi. The company has chosen the SME platform on its own initiative and its own risk, and is responsible for complying with
all local laws, rules, regulations, and other statutory or regulatory requirements stipulated by BSE/other regulatory
authority. Any use of the SME platform and the related services are subject to Indian laws and courts exclusively situated
in Mumbai.

DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT

The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the "Securities
Act") or any state securities laws in the United States and may not be Issued or sold within the United States or to, or for the
account or benefit of, "U.S. persons" (as defined in Regulation S under the Securities Act), except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares
will be Issued and sold outside the United States in compliance with Regulation S of the Securities Act and the applicable
laws of the jurisdiction where those Issues and sales occur. The Equity Shares have not been, and will not be, registered,
listed or otherwise qualified in any other jurisdiction outside India and may not be Issued or sold, and Applicants may not
be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity Shares or create any
economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the
Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction,
including India.

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LISTING

The Equity Shares of our Company are proposed to be listed on SME Platform of BSE Limited. Our Company has obtained
In-principle approval from BSE by way of its letter dated March 11, 2025 for listing of equity shares on SME Platform of
BSE Limited.

BSE will be the Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Issue. If the
permission to deal in and for an official quotation of the Equity Shares on the SME Platform is not granted by BSE, our
Company shall return through verifiable means the entire monies received within four (4) days of receipt of intimation from
stock exchange rejecting the application for listing or trading without any interest.

If such money is not repaid within four (4) days from the date our Company becomes liable to repay it, then our Company
and every Director of the Company who is officer in default shall, on and from expiry of four (4) days, be jointly and severally
liable to repay such application money, with interest at the rate of fifteen per cent per annum (15% p.a.).

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at the SME Platform of BSE Limited mentioned above are taken within Three (3) Working Days of the Issue Closing
Date.

FILING

The Draft Prospectus is being filed with BSE Limited, at 20 th Floor, P.J. Towers, Dalal Street, Fort, Mumbai-400001,
Maharashtra.

After getting in-principal approval from BSE, a copy of the prospectus, along with the documents required to be filed under
Section 32 of the Companies Act, 2013 would be delivered for filing to the Registrar of Companies, Delhi.

A copy of the prospectus shall be filed with SEBI immediately upon filing of the Offer document with Registrar of
Companies in term of Regulation 246 of the SEBI (ICDR) Regulations, 2018. However, SEBI shall not issue any observation
on the prospectus. Pursuant to SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of
the Prospectus will be filed online through SEBI Intermediary portal at https:\\siportal.sebi.gov.in.

IMPERSONATION

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013 which is reproduced below:

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 to action under Section 447 of the Companies, Act 2013.

CONSENTS

Consents in writing of (a) Our Directors, Our Promoters, Our Company Secretary & Compliance Officer, Chief Financial
Officer, Our Statutory Auditor, Key Managerial Personnel or Senior Management, Our Peer Review Auditor, (b) Lead
Manager, Registrar to the Issue, Banker(s) to the Issue, Sponsor Bank, Legal Advisor to the Issue, Underwriter(s) to the Issue
and Market Maker to the Issue to act in their respective capacities shall be obtained as required under Section 26 of the
Companies Act, 2013 and shall be filed along with a copy of the prospectus with the ROC, as required under Sections 32 of
the Companies Act, 2013 and such consents will not be withdrawn up to the time of delivery of the prospectus for filing with
the ROC.

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In accordance with the Companies Act, 2013 and the SEBI (ICDR) Regulations 2018, M/s. S P M G & Company, Chartered
Accountant, our Statutory Auditors of the Company have agreed to provide their written consent to the inclusion of their
respective reports on “Statement of Tax Benefits” relating to the possible tax benefits and restated financial statements as
included in this prospectus in the form and context in which they appear therein and such consent and reports will not be
withdrawn up to the time of delivery of this prospectus for filling with Roc.

EXPERTS OPINION

Except for the reports in the Section, “Statement of Possible Tax Benefits” and “Financial Statement as Restated” on page
no. 86 and page no. 175 of this prospectus from the Peer Review Auditors and Statutory Auditor respectively; our Company
has not obtained any expert opinions. However, the term “expert” shall not be construed to mean an “expert”" as defined
under the U.S. Securities Act 1933.

PARTICULARS REGARDING PUBLIC OR RIGHTS ISSUES DURING THE LAST FIVE (5) YEARS

Except as stated under Section titled “Capital Structure” beginning on page no. 58 of this prospectus our Company has not
undertaken any previous public or rights issue. Further, we are an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations,
2018, amended from time to time and the Issue is an "Initial Public Offering" in terms of the SEBI (ICDR) Regulations,
2018, amended from time to time.

UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION ON PREVIOUS ISSUES IN

LAST 5 YEARS

Since this is the initial public Issuing of our Company’s Equity Shares, no sum has been paid or has been payable as
commission or brokerage for subscribing for or procuring or agreeing to procure subscription for any of the Equity Shares
since our incorporation.

PARTICULARS IN REGARD TO OUR COMPANY AND OTHER LISTED GROUP-COMPANIES /

SUBSIDIARIES/ ASSOCIATES WHICH MADE ANY CAPITAL ISSUE DURING THE LAST THREE YEARS:

Neither our Company nor any other companies under the same management within the meaning of Section 186 of the
Companies Act, 2013, had made any public issue or rights issue during the last three year except as mentioned in this
prospectus. This is the initial public Issuing of our Company’s Equity Shares

PERFORMANCE VIS-A-VIS OBJECTS–PUBLIC/RIGHT ISSUE OF OUR COMPANY

Except as stated under Section titled “Capital Structure” beginning on page 60 of this prospectus our Company has not
undertaken any previous public or rights issue.

PERFORMANCE VIS-A-VIS OBJECTS - LAST ONE PUBLIC/RIGHTS ISSUE OF LISTED SUBSIDIARIES /

LISTED PROMOTERS:

We don’t have any listed company under the same management or any listed subsidiaries or any listed promoters as on date
of this prospectus.

OUTSTANDING DEBENTURES OR BOND ISSUES OR REDEEMABLE PREFERENCE SHARES OR ANY

OTHER CONVERTIBLE INSTRUMENTS ISSUED BY OUR COMPANY

Our Company does not have any outstanding debentures or bonds or Preference Redeemable Shares as on the date of filing
this prospectus.

OPTION TO SUBSCRIBE

Equity Shares being issued through the prospectus can be applied for in dematerialized form only.

STOCK MARKET DATA OF THE EQUITY SHARES

This being an initial public Issue of the Equity Shares of our Company, the Equity Shares are not listed on any Stock
Exchanges.

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MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES

The Company has appointed “Maashitla Securities Private Limited” as the Registrar to the Issue, to handle the investor
grievances in co-ordination with the Compliance Officer of the Company.

The Agreement dated November 15, 2024, amongst the Registrar to the Issue and our Company provides for retention of
records with the Registrar to the Issue for a period of at least three (3) year from the last date of dispatch of the letters of
allotment, or demat credit or where refunds are being made electronically, giving of unblocking instructions to the clearing
system, to enable the investors to approach the Registrar to the Issue for redressal of their grievances.

All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address
of the applicant, application number, number of Equity Shares applied for, amount paid on application, Depository
Participant, and the bank branch or collection centre where the application was submitted.

All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as name, address of the
applicant, number of Equity Shares applied for, amount paid on application and the relevant Designated Branch or the
collection centre of the SCSBs where the Application Form was submitted by the ASBA Applicants in ASBA account or
UPI ID linked bank account number in which the amount equivalent to the Bid Amount was blocked. Further, the investor
shall also enclose the Acknowledgment Slip from the Designated Intermediaries in addition to the documents/information
mentioned hereinabove.

The Applicant should give full details such as name of the sole/first Applicant, Application Form number, Applicant DP ID,
Client ID, Bank Account No./UPI ID, PAN, date of the Application Form, address of the Applicant, number of the Equity
Shares applied for and the name and address of the Designated Intermediary where the Application Form was submitted by
the Applicant. Further, the investor shall also enclose the Acknowledgement Slip from the Designated Intermediaries in
addition to the documents or information mentioned hereinabove.

DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

Our Company estimates that the average time required by our Company or the Registrar to the Issue for the redressal of
routine investor grievances shall be fifteen (15) Working Days from the date of receipt of the complaint. In case of complaints
that are not routine or where external agencies are involved, our Company will seek to redress these complaints as
expeditiously as possible.

Our Company has appointed Vasant Kuber Soni, Company Secretary, as the Compliance Officer who shall be responsible
for monitoring the compliance of the securities laws and for redressal of investors’ grievances, if any, of the investors
participating in the Issue. Contact details for our Company Secretary and Compliance Officer are as follows:

Vasant Kuber Soni

Company Secretary & Compliance Officer
Marc Loire Fashions Limited
Plot No. 426/1 First Floor, Rani Khera Road,
Village Mundaka, West Delhi, India, 110041.
Contact No: +91 62009 62002
Email ID: csvasant@marcloire.in
Website: https://marcloire.com/

Investors can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems such as
non-receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary account etc.

Pursuant to the press release no. PR. No. 85/2011 dated June 8, 2011, SEBI has launched a centralized web-based complaints
redress system “SCORES”. This would enable investors to lodge and follow up their complaints and track the status of
redressal of such complaints from anywhere. For more details, investors are requested to visit the website www.scores.gov.in

STATUS OF INVESTOR COMPLAINTS

We confirm that we have not received any investor complaint during the three years preceding the date of this prospectus
and hence there are no pending investor complaints as on the date of this prospectus.

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DISPOSAL OF INVESTOR GRIEVANCES BY LISTED COMPANIES UNDER THE SAME MANAGEMENT AS

OUR COMPANY

We don’t have any listed company under the same management or any listed subsidiaries or any listed promoters.

EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED
BY SEBI

The Company has not sought for any exemptions from complying with any provisions of securities laws.

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PRICE INFORMATION OF LAST 10 (TEN) ISSUED HANDLED BY THE LEAD MANAGER

Statement on Price Information of Last 10 (Ten) Issues handled by Finshore Management Services Limited:
Sr. Issuer Name Issue Issue Listing Opening +/- % change in +/- % change in +/- % change in
No. Size Price Date price on closing price, closing price, closing price,
(₹ in (In ₹) listing [+/- % change [+/- % change [+/- % change in
Cr.) date in closing in closing closing
(In ₹) benchmark] benchmark] – benchmark] –
30th calendar 90th calendar 180th calendar
days from days from days from listing
listing listing
Presstonic Engineering 146.11 69.51 59.44
1 23.31 72/- 18/12/2023 140.00
Limited (NSE EMERGE) [2.87] [2.82] [9.56]
HRH Next Services Limited 18.47 -15.83 -11.11
2 9.57 36/- 03/01/2024 41.00
(NSE EMERGE) [0.84] [4.39] [11.59]
Mayank Cattle Food Limited 4.68 22.22 83.15
3 19.44 108/- 05/02/2024 116.00
(BSE SME) [2.71] [2.99] [12.90]
Sylvan Plyboard (India) 107.09 70.09 52.73
4 28.05 55/- 01/07/2024 66.00
Limited (NSE EMERGE) [2.96] [8.44] [-1.36]
Solve Plastic Products -32.20 -47.86 -59.23
5 11.85 91/- 21/08/2024 102.00
Limited (NSE EMERGE) [2.61] [-5.31] [-7.43]
Travels & Rentals Limited 281.00 160.25 41.38
6 12.24 41/- 05/09/2024 55.00
(BSE SME) [-0.62] [-1.65] [-11.09]
Dhanlaxmi Crop Science 17.00 1.82 -0.09
7 23.80 55/- 16/12/2024 104.50
Limited (NSE EMERGE) [-6.05] [-9.21] [0.20]
Indobell Insulations Limited 226.41 200.00
8 10.14 46/- 13/01/2025 87.40 N. A.
(BSE SME) [-0.05] [-1.54]
Shanmuga Hospital Limited -34.96 -30.46
9 20.62 54/- 21/02/2025 54.00 N. A.
(BSE SME) [2.12] [8.35]
Spinaroo Commercial 75.67
10 10.17 51/- 08/04/2025 52.85 N. A. N. A.
Limited (BSE SME) [8.78]
Status as on 13-06-2025
1. in case where the security is not being traded on 30th, 90th and 180th day, the previous working day has been considered.
2. in case where 30th, 90th and 180th day is holiday, the previous working day has been considered for benchmark and security purpose.
3. the benchmark index is SENSEX where the securities have been listed in BSE SME/Startups and Nifty where securities have been listed
in NSE Emerge.
4. N.A. – Period not completed

Summary statement of Disclosure:

Financial Total Total Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
Year no. of Funds discount – 30th calendar premium – 30th calendar discount -180th calendar premium – 180th calendar
IPOs Raised day from listing day day from listing day day from listing day day from listing day
(₹ in Over Between Less Over Between Less Over Between Less Over Between Less
Cr.) 50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than
25% 25% 25% 25%
2022-23 12 117.85 N. A 3 3 4 N. A 2 2 2 2 4 N. A 2
2023-24 5 76.59 N. A N. A N. A 3 N. A 2 N. A N. A 1 4 N. A N. A
2024-25 6 106.71 N. A 2 N. A 3 N. A 1 2 N. A N. A 1 1 N. A
2025-26* 1 10.17 N. A N. A N. A 1 N. A N. A N. A N. A N. A N. A N. A N. A
Status as on 13-06-2025

The Lead Manager associated with the Offer have handled 24 SME public issues and Nil Main Board public issue during the current
financial year and three financial years preceding the current Financial Year, out of which 6 SME public issues closed below the issue
price on the listing date.

Type FY 2025-26 FY 2024-25 FY 2023-24 FY 2022-23 Total

SME IPO 1 6 5 12 24
Main Board IPO - - - - -
Total 1 6 5 12 24
Issue closed Below Issue Price on Listing Day - 1 - 5 6
Issue closed above Issue Price on Listing Day 1 5 5 7 18
Status as on 13-06-2025

TRACK RECORD OF PAST ISSUES HANDLED BY FINSHORE MANAGEMENT SERVICES LIMITED

For details regarding track record of BRLM to the Issue as specified in the Circular reference no. CIR/MIRSD/1/2012 dated January 10,
2012 issued by the SEBI, please refer the website of the BRLM at: www.finshoregroup.com.
SECTION XI: ISSUE INFORMATION

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TERMS OF THE ISSUE

The Equity Shares being Issued are subject to the provisions of the Companies Act, SCRA, SCRR, SEBI (ICDR) Regulations,
the SEBI Listing Regulations, our Memorandum and Articles of Association, the terms of this prospectus, the prospectus, the
abridged prospectus, Application Form, PAN, the Revision Form, Allotment advices, and other terms and conditions as may
be incorporated in the documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be
subject to all applicable laws, guidelines, rules, notifications and regulations relating to the issue of capital and listing and
trading of securities issued from time to time by SEBI, the GOI, the Stock Exchanges, the ROC, the RBI and/or other
authorities, as in force on the date of the Issue and to the extent applicable.

Please note that in terms of regulation 256 of the SEBI (ICDR), 2018 read with SEBI Circular
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the investors applying in this issue shall use only
Application Supported by Blocked Amount (ASBA) facility for making payment i.e., just writing their bank account numbers
and authorising the banks to make payment in case of allotment by signing the application forms. Further, pursuant to SEBI
Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019, Retail Individual Investors applying in
public issue may use either Application Supported by Blocked Amount (ASBA) process or UPI payment mechanism by
providing UPI ID in the Application Form which is linked from Bank Account of the investor.

AUTHORITY FOR THE PRESENT ISSUE

This Issue has been authorized by a resolution of the Board passed at their meeting held on October 16, 2024 subject to the
approval of shareholders through a special resolution to be passed pursuant to Section 62(1)(c) of the Companies Act, 2013.
The shareholders have authorized the Issue by a special resolution in accordance with Section 62(1)(c) of the Companies
Act, 2013 passed at the Extra Ordinary General Meeting held on November 11, 2024.

RANKING OF EQUITY SHARES

The Equity Shares being Issued shall be subject to the provisions of the Companies Act, 2013 and our Memorandum and
Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares of our Company including
rights in respect of dividend. The allottees, upon Allotment of Equity Shares under this Issue, will be entitled to receive
dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For further details,
please refer to Section titled, “Description of Equity Shares and Terms of the Articles of Association”, beginning on page
281 of this prospectus.

OFFER FOR SALE

In the case of offer for sale, the dividend for the entire year shall be payable to the transferees and the company has to disclose
the name of the entity bearing the cost of making offer for sale along with reasons. However, the present issue does not
include offer for sale and hence the said disclosure is not applicable to us.

MODE OF PAYMENT OF DIVIDEND

Our Company shall pay dividend to the shareholders of our Company in accordance with the provisions of the Companies
Act, 2013, as may be applicable, the Articles of Association of our Company, the provisions of the SEBI Listing Regulations
and any other rules, regulations or guidelines as may be issued by the Government of India in connection there to and as per
the recommendation by our Board of Directors and approved by our Shareholders at their discretion and will depend on a
number of factors, including but not limited to earnings, capital requirements and overall financial condition of our Company.
We shall pay dividends in cash and as per provisions of the Companies Act, for further details in relation to dividends, please
refer to Sections titled, “Dividend Policy” and “Description of Equity Shares and Terms of the Articles of Association”,
beginning on page 174 and 281 respectively, of this prospectus.

FACE VALUE AND ISSUE PRICE

The face value of the share of our company is ₹10/- per equity share and the issue price is ₹100/- per equity share. The Issue
Price is determined by our Company in consultation with the Lead Manager and is justified under the Section titled, “Basis
for Issue Price” beginning on page 79 of this prospectus. At any given point of time there shall be only one denomination
of the Equity Shares of our Company, subject to applicable laws.

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COMPLIANCE WITH SEBI (ICDR) REGULATIONS

Our Company shall comply with all requirements of the SEBI (ICDR) Regulations as amended time to time. Our Company
shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

RIGHTS OF THE EQUITY SHAREHOLDERS

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association of our Company, the equity
shareholders shall have the following rights:
• Right to receive dividend, if declared;
• Right to receive Annual Reports & notices to members;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy;
• Right to receive Issue for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation; subject to any statutory and other preferential claims being satisfied;
• Right of free transferability of the Equity Shares, subject to applicable law, including any RBI Rules and
Regulations; and
• Such other rights, as may be available to a shareholder of a listed public company under the previous Companies
Act, 1956 and Companies Act, 2013, as may be applicable, terms of the SEBI Listing Regulations and the
Memorandum and Articles of Association of our Company.

For further details on the main provision of our Company’s Articles of Association dealing with voting rights, dividend,
forfeiture and lien, transfer and transmission and/or consolidation/splitting, etc., please refer to Section titled, “Description
of Equity Shares and Terms of the Articles of Association”, beginning on page 281 of this prospectus.

MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT

In terms of Section 29 of the Companies Act, 2013, the Equity Shares shall be allotted only in dematerialised form. As per
the existing SEBI (ICDR) Regulations, the trading of the Equity Shares shall only be in dematerialised form for all investors.
In this context, two agreements have been signed among our Company, the respective Depositories and the Registrar to the
Issuer:
1. Tripartite agreement dated February 06, 2024 between our Company, NSDL and the Registrar to the Issue.
2. Tripartite agreement dated February 12, 2024 between our Company, CDSL and the Registrar to the Issue.

The trading of the Equity Shares will happen in the minimum contract size of 1,200 Equity Shares and the same may be
modified by the SME Platform of BSE Limited from time to time by giving prior notice to investors at large.

Allocation and allotment of Equity Shares through this prospectus will be done in multiples of 1,200 Equity Shares subject
to a minimum allotment of 1,200 Equity Shares to the successful Applicants in terms of the SEBI Circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012.

In accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the minimum
application size shall not be less than Rs. 1,00,000 (Rupees One Lakh) per application.

MINIMUM NUMBER OF ALLOTTEES

In accordance with the Regulation 268 of SEBI ICDR Regulations, the minimum number of allottees in this Issue shall be
50 shareholders. In case the minimum number of prospective allottees is less than 50, no allotment will be made pursuant to
this Issue and the monies blocked by the SCSBs shall be unblocked within 2 working days of closure of issue.

JOINT HOLDERS

Where two (2) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity
Shares as joint holders with benefits of survivorship.

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NOMINATION FACILITY TO INVESTOR

In accordance with Section 72 of the Companies Act, 2013, the sole or first applicant, along with other joint applicant, may
nominate any one person in whom, in the event of the death of sole applicant or in case of joint applicant, death of all the
Applicants, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall in accordance with Section 72 of the Companies Act, 2013, be
entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity
Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any
person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand
rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in
the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the Registered
Office of our Company or to the Registrar and Transfer Agents of our Company.

In accordance with Section 72 of the Companies Act, 2013, any Person who becomes a nominee by virtue of this section
shall upon the production of such evidence as may be required by the Board, elect either:

To register himself or herself as the holder of the Equity Shares; or to make such transfer of the Equity Shares, as the deceased
holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or
to transfer the Equity Shares, and if the notice is not complied with within a period of ninety (90) days, the Board may
thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the
requirements of the notice have been complied with.

Since the allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no need to make a
separate nomination with our Company. Nominations registered with the respective depository participant of the applicant
would prevail. If the investors require changing the nomination, they are requested to inform their respective depository
participant.

PERIOD OF SUBSCRIPTION LIST OF PUBLIC ISSUE

ISSUE OPENS ON JUNE 30, 2025

ISSUE CLOSES ON JULY 02, 2025

➢ In terms of regulation 265 of SEBI (ICDR) Regulation, 2018, the issue shall be open after at least three working days
from the date of filing the prospectus with the Registrar of Companies.
➢ In terms of regulation 266(1) of SEBI (ICDR) Regulation, 2018, Except as otherwise provided in these regulations, the
public issue shall be kept open for at least three working days and not more than ten working days.
➢ In terms of regulation 266(2) of SEBI (ICDR) Regulation, 2018, In case of a revision in the price band, the issuer shall
extend the bidding (issue) period disclosed in the red herring prospectus, for a minimum period of three working days,
subject to the provisions of sub-regulation (1) is not applicable to our company as this is fixed price issue.
➢ In terms of regulation 266(3) of SEBI (ICDR) Regulation, 2018, In case of force majeure, banking strike or similar
unforeseen circumstances, our company may, for reasons to be recorded in writing, extend the issue period disclosed in
the prospectus, for a minimum period of one working day, subject to the provisions of sub-regulation 266(1) of SEBI
(ICDR) Regulation, 2018.

Application Forms and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (IST) during the
Issue Period (except for the Issue Closing Date). On the Issue Closing Date, the Application Forms will be accepted only
between 10.00 a.m. to 3.00 p.m. (IST) for retail and non-retail Applicants. The time for applying for Retail Individual
Applicants on Issue Closing Date maybe extended in consultation with the LM, RTA and SME Platform of BSE Limited
taking into account the total number of applications received up to the closure of timings.

Due to the limitation of time available for uploading the Application Forms on the Issue Closing Date, Applicants are advised
to submit their applications one (1) day prior to the Issue Closing Date and, in any case, not later than 5.00 p.m. (IST) on the
Issue Closing Date. Any time mentioned in this prospectus is IST. Applicants are cautioned that, in the event a large number
of Application Forms are received on the Issue Closing Date, as is typically experienced in public issues, some Application
Forms may not get uploaded due to the lack of sufficient time. Such Application Forms that cannot be uploaded will not be
considered for allocation under this Issue. Applications will be accepted only on Working Days, i.e., Monday to Friday
(excluding any public holidays). Neither our Company nor the LM is liable for any failure in uploading the Application
Forms due to faults in any software/hardware system or otherwise.

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In accordance with SEBI ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw or lower
the size of their application (in terms of the quantity of the Equity Shares or the Application amount) at any stage. Retail
Individual Applicants can revise or withdraw their Application Forms prior to the Issue Closing Date. Allocation to Retail
Individual Applicants, in this Issue will be on a proportionate basis.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Application
Form, for a particular Applicant, the details as per the file received from BSE SME may be taken as the final data for the
purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the
physical or electronic Application Form, for a particular ASBA Applicant, the Registrar to the Issue shall ask the relevant
SCSBs / RTAs / DPs / stock brokers, as the case may be, for the rectified data.

MINIMUM SUBSCRIPTION

In accordance with Regulation 260(1) of SEBI (ICDR) Regulations, this Issue is 100% underwritten, so this issue is not
restricted to any minimum subscription level.

As per section 39 of the new Companies Act, if the “stated minimum amount” has not been subscribed and the sum payable
on application is not received within a period of thirty (30) days from the date of issue of prospectus, the application money
has to be returned within such period as may be prescribed.

If our Company does not receive the subscription of 100% of the Issue through this Issue Document including devolvement
of Underwriters, our Company shall forthwith unblock the entire subscription amount received. If there is a delay beyond
eight (8) days after our Company becomes liable to pay the amount, our Company shall pay interest prescribed under section
73 of the Companies Act, 2013 and applicable law.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be Issued or sold, and applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

ARRANGEMENTS FOR DISPOSAL OF ODD LOTS

The trading of the Equity Shares will happen in the minimum contract size of 1,200 equity shares in terms of the SEBI
Circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, in terms of Regulation 261(5) of the SEBI ICDR
Regulations, the Market Maker shall buy the entire shareholding of a shareholder in one lot, where value of such shareholding
is less than the minimum contract size allowed for trading on the SME Platform of BSE Limited.

APPLICATION BY ELIGIBLE NRI’S, FPI’S/FII’S REGISTERED WITH SEBI, VCF’S REGISTERED WITH
SEBI AND QFIS

It is to be understood that there is no reservation for Eligible NRIs or FPIs/FIIs registered with SEBI or VCFs or QFIs. Such
Eligible NRIs, QFIs, FIIs registered with SEBI will be treated on the same basis with other categories for the purpose of
Allocation.

NRIs, FPIs/FIIs and foreign venture capital investors registered with SEBI are permitted to purchase shares of an Indian
company in a public Issue without the prior approval of the RBI, so long as the price of the equity shares to be issued is not
less than the price at which the equity shares are issued to residents. The transfer of shares between an Indian resident and a
non-resident does not require the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee
company are under the automatic route under the foreign direct investment (“FDI”) Policy and the non-resident shareholding
is within the sectoral limits under the FDI policy; and (ii) the pricing is in accordance with the guidelines prescribed by the
SEBI/RBI.

The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside
India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered
with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be
subject to other investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors.

The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the
Government of India/RBI while granting such approvals.

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AS PER THE EXTANT POLICY OF THE GOVERNMENT OF INDIA, OCBS CANNOT PARTICIPATE IN THIS
ISSUE.

As per the existing regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in its circular,
A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse
notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities in terms of Regulation
5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval of Government if
the investment is through Government Route and with the prior approval of RBI if the investment is through Automatic
Route on case by case basis. OCBs may invest in this Issue provided it obtains a prior approval from the RBI. On submission
of such approval along with the Application Form, the OCB shall be eligible to be considered for share allocation.

RESTRICTIONS ON TRANSFER AND TRANSMISSION OF SHARES OR DEBENTURES AND ON THEIR

CONSOLIDATION OR SPLITTING

Except for the lock-in of the pre-Issue capital of our Company, Promoter’s minimum contribution as provided under the
chapter titled “Capital Structure” on page 58 of this Prospectus and except as provided in the Articles of Association there
are no restrictions on transfer of Equity Shares. Further, there are no restrictions on the transmission of shares/debentures
and on their consolidation/splitting, except as provided in the Articles of Association. Moreover, there is no material clause
of Article of Association that has been left out from disclosure having bearing on the IPO. For details, please refer chapter
titled “Description of Equity Shares and terms of the articles of association” on page 281 of this Prospectus.

The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries
about the limits applicable to them. Our Company and the LM do not accept any responsibility for the completeness and
accuracy of the information stated hereinabove. Our Company and the LM are not liable to inform the investors of any
amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this prospectus.
Applicants are advised to make their independent investigations and ensure that the number of Equity Shares Applied for do
not exceed the applicable limits under laws or regulations.

ALLOTMENT OF EQUITY SHARES IN DEMATERIALIZED FORM

As per Section 29 of the Companies Act, 2013 and in accordance with SEBI (ICDR) Regulations, every company making
public Issue shall issue securities only in dematerialized form only. Hence, the Equity Shares being Issued can be applied
for in the dematerialized form only. Further, it has been decided by the SEBI that trading in securities of companies making
an initial public Issue shall be in dematerialized form only. The Equity Shares on Allotment will be traded only on the
dematerialized segment of the SME Platform of BSE Limited.

Furnishing the details of depository account is mandatory and applications without depository account shall be
treated as incomplete and rejected.

MIGRATION TO MAIN BOARD

SEBI vide Circular Nos. CIR/MRD/DSA/17/2010 dated May 18, 2010, has stipulated the requirements for migration from
SME platform to Main Board. BSE has reviewed its criteria for Migration of SME Companies to BSE Main Board dated
November 24, 2023 vide notice no. 20231124-55 effective from January 01, 2024 as follows:

Eligibility Criteria Details

Paid up capital and market Paid-up capital of more than Rs. 10 Crores and Market Capitalisation should be
capitalization minimum Rs. 25 Crores.
(Market Capitalisation will be the product of the price (average of the weekly
high and low of the closing price of the related shares quoted on the stock
exchange during 3 (Three) months prior to the date of the application) and
the post issue number of equity shares.)
Promoter holding Promoter(s) shall be holding at least 20% of equity share capital of the company
at the time of making application.
Financial Parameters • The applicant company should have positive operating profit (earnings
before interest, depreciation and tax) from operations for at least any 2 out
of 3 financial years and has positive Profit after tax (PAT) in the
immediately preceding Financial Year of making the migration application
to Exchange.

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Eligibility Criteria Details

• The applicant company should have a Net worth of at least Rs. 15 crores
for 2 preceding full financial years.
Track record of the company in The applicant company is listed on SME Exchange/ Platform having nationwide
terms of listing/ regulatory actions, terminals for atleast 3 years.
etc.
Regulatory action • No material regulatory action in the past 3 years like suspension of trading
against the applicant company, promoters/promoter group by any stock
Exchange having nationwide trading terminals.
• No Debarment of company, promoters/promoter group, subsidiary
company by SEBI.
• No Disqualification/Debarment of directors of the company by any
regulatory authority.
• The applicant company has not received any winding up petition admitted
by a NCLT.
Public Shareholder: The applicant company shall have a minimum of 250 public shareholders as per
the latest shareholding pattern.
Other parameters like No. of • No proceedings have been admitted under the Insolvency and Bankruptcy
shareholders, utilization of funds Code against the applicant company and Promoting companies.
• No pending Defaults in respect of payment of interest and/or principal to
the debenture/bond/fixed deposit holders by the applicant,
promoters/promoter group /promoting company(ies), Subsidiary
Companies.
• The applicant company shall obtain a certificate from a credit rating agency
registered with SEBI with respect to utilization of funds as per the stated
objective pursuant to IPO and/or further funds raised by the company, if
any post listing on SME platform.
• The applicant company has no pending investor complaints.
• Cooling off period of 2 months from the date the security has come out of
trade-to-trade category or any other surveillance action.

Notes:

1. Net worth definition to be considered as per definition in SEBI ICDR.

2. Company is required to submit Information Memorandum to the Exchange as prescribed in SEBI (ICDR) Regulations.
3. The application submitted to the Exchange for listing and mere fulfilling the eligibility criteria does not amount to grant
of approval for listing.
4. If the documents and clarification received from the applicant company are not to the satisfaction of BSE, BSE has the
right to close the application at any point of time without giving any reason thereof. Thereafter, the company can make
fresh application as per the extant norms.
5. The Exchange may reject application at any stage if the information submitted to the Exchange is found to be incomplete
/ incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Guidelines
/ Regulations issued by statutory authorities or for any reason in the interest of Investors and market integrity. The
Exchange may also reject the application if the company is found not fulfilling internal BSE standards.
6. Companies that have approached for listing on any stock exchange and has been denied listing for any reason whatsoever
or has chosen to withdraw its application from the Exchange, they may reapply for listing after a minimum period of 6
months (6 months after date of rejection/ withdrawal). If rejected for a second time, the company would not be eligible
to apply again.
7. BSE decision w.r.t admission of securities for listing and trading is final.
8. BSE has the right to change / modify / delete any or all the above norms without giving any prior intimation to the
company.
9. The companies are required to submit documents and comply with the extant norms.

10. The company shall use BSE’s reference regarding listing only after the Exchange grants its in-principle listing approval
to the company.

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As per the recent amendments of SEBI ICDR Regulation, 2018 dated March 03, 2025, please note:
Where the post-issue paid-up capital pursuant to further issue of capital including by way of rights issue, preferential issue,
bonus issue, is increasing to more than Rs. 25 crores, the issuer may undertake further issuance of capital without migration
from SME exchange to the main board, subject to the issuer undertaking to comply with the provisions of the SEBI (LODR)
Regulations, as applicable to companies listed on the main board of the stock exchange(s).

MARKET MAKING

The Equity Shares offered through this Issue are proposed to be listed on the SME Platform of BSE Limited, wherein M/s.
JSK Securities and Services Private Limited is the Market Maker to this Issue shall ensure compulsory Market Making
through the registered Market Makers of the BSE SME for a minimum period of three (3) years from the date of listing on
the SME Platform of BSE Limited. For further details of the agreement entered into between our Company, the Lead Manager
and the Market Maker please refer to Section titled, “General Information- Details of the Market Making Arrangements
for this Issue” beginning on page 50 of this prospectus.

NEW FINANCIAL INSTRUMENTS

There are no new financial instruments such as Deep discounted bonds, debenture, warrants, secured premium notes, etc.
issued by our Company through this issue.

JURISDICTION

Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in New Delhi, India.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the
United States, and may not be Issued or sold within the United States to, or for the account or benefit of “U.S. persons” (as
defined in Regulation S), except pursuant to an exemption from or in a transaction not subject to, registration requirements
of the U.S. Securities Act and applicable U.S. state Securities laws. Accordingly, the Equity Shares are only being Issued or
sold outside the United States in compliance with Regulation S under the Securities Act and the applicable laws of the
jurisdictions where those Issues and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be Issued or sold, and applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

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ISSUE STRUCTURE

This Issue is being made in terms of Regulation 229(1) of Chapter IX of the SEBI (ICDR) Regulations 2018, whereby, an
issuer whose post issue face value capital is more than ten crore rupees, issue shares to the public and propose to list the
same on the SME platform of BSE Limited. For further details regarding the salient features and terms of such this Issue,
please refer to Sections titled “Terms of the Issue” and “Issue Procedure” beginning on pages 249 and 260, respectively,
of this prospectus.

The present Issue of 21,00,000 Equity Shares at an issue price of ₹100/- each aggregating to ₹ 2,100.00 Lakhs by our
Company. The Issue and the Net Issue will constitute 29.58% and 28.09%, respectively of the post issue paid up equity share
capital of the Issuer Company.

Particulars of the Issue Net Issue to Public* Market Maker Reservation Portion

Number of Equity Shares 21,00,000 Equity Shares 1,05,600 Equity Shares

Percentage of Issue Size
94.97% of the Issue Size 5.03% of the Issue Size
available for allocation
Proportionate subject to minimum
allotment of Equity Shares and further
allotment in multiples of 1,200 Equity
Basis of Allotment/Allocation
Shares each.
if respective category is
Firm Allotment
oversubscribed
For further details please refer to “Basis of
Allotment” under Section titled “Issue
Procedure” beginning on page 260 of this
prospectus.
Through ASBA Process or up to Rs. 5.00
Mode of Application Through ASBA Process Only
lakhs through UPI for Individual Investors
Mode of Allotment Compulsorily in dematerialised form. Compulsorily in dematerialised form.
For Other than Retail Individual
Investors:
2,400 Equity Shares at Issue price of ₹100/-
each so that the Application Value exceeds
1,05,600 Equity Shares
Minimum Application Size ₹2,00,000.
@ ₹100/- each
For Retail Individuals:
1,200 Equity Shares at Issue price of ₹100/-
each.
For Other than Retail Individual
Investors:
9,97,200 Equity Shares at Issue price of
₹100/- each. (The maximum application
size is the Net Issue to public subject to
1,05,600 Equity Shares
Maximum Application Size limits the investor has to adhere under the
@ ₹100/- each
relevant laws and regulations applicable.)

For Retail Individuals Investors:

1,200 Equity Shares at Issue price of ₹100/-
each.
1,200 Equity Shares. However, the
Market Makers may accept odd lots if
Trading Lot 1,200 Equity Shares
any in the market as required under the
SEBI (ICDR) Regulations, 2018.
Terms of Payment 100% at the time of application 100% at the time of application

This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations. For further details please refer to section
titled “Issue Structure” beginning on page 257 of this Prospectus.

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*Since present issue is a fixed price issue, the allocation in the net offer to the public category in terms of Regulation 253 (2)
of the SEBI (ICDR) Regulations, 2018 shall be made as follows:
a) Minimum fifty per cent to retail individual investors; and
b) Remaining to: (i) individual applicants other than retail individual investors; and (ii) other investors including corporate
bodies or institutions, irrespective of the number of specified securities applied for; Provided that the unsubscribed
portion in either of the categories specified in (a) or (b) above may be allocated to the applicants in the other category.

Explanation: If the retails individual investor category is entitled to more than fifty per cent of the issue size on a proportionate
basis, the retails individual investors shall be allocated that higher percentage. For further information on the Allocation of
Net Offer to Public, please refer to chapter titled “The Issue” on page no. 46 of this Prospectus.

WITHDRAWAL OF THE ISSUE

Our Company, in consultation with the Lead Manager, reserves the right not to proceed with the Issue at any time before the
Issue Opening Date, without assigning any reason thereof.

In case, our Company wishes to withdraw the Issue after Issue Opening but before allotment, our Company will give public
notice giving reasons for withdrawal of Issue. The public notice will appear in two (2) widely circulated national newspapers
(one each in English and Hindi) and one (1) in regional newspaper where the registered office of the Company is situated.

The Lead Manager, through the Registrar to the Issue, will instruct the SCSBs to unblock the ASBA Accounts within one
(1) Working Day from the day of receipt of such instruction. The notice of withdrawal will be issued in the same newspapers
where the pre-Issue advertisements have appeared, and the Stock Exchange will also be informed promptly. If our Company
withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public Issuing of Equity Shares,
our Company will file a fresh Issue document with the stock exchange where the Equity Shares may be proposed to be listed.

Notwithstanding the foregoing, the Issue is subject to obtaining the final listing and trading approvals of the Stock Exchange
with respect to the Equity Shares Issued through this prospectus, which our Company will apply for only after Allotment.

ISSUE PROGRAMME

Issue Opening Date June 30, 2025

Issue Closing Date July 02, 2025
Finalisation of Basis of Allotment with BSE SME July 03, 2025
Initiation of Allotment / Refunds/ unblocking of ASBA Accounts July 04, 2025
Credit of Equity Shares to demat accounts of the Allottees July 04, 2025
Commencement of trading of the Equity Shares on BSE SME July 07, 2025

Note: The above timetable is indicative in nature and does not constitute any obligation on the Company or the Lead
Manager. While our Company shall ensure that all the steps for completion of all the necessary formalities for the listing
and trading of our equity shares on the SME Platform of BSE Limited are taken within 6 working days of the issue closing
date, the time table may change due to various factors such as extension of the issue period by the Company or any delay in
receiving final listing and trading approval from the BSE. The Commencement of the trading of Equity shares will be entirely
at the discretion of the BSE SME in accordance with the applicable laws.

Applications and any revisions to the same will be accepted only between 10:00 a.m. to 5:00 p.m. (Indian Standard Time)
during the Issue Period at the Application Centres mentioned in the Application Form.

Standardization of cut-off time for uploading of application on the issue closing date:
(a) A standard cut-off time of 3.00 PM for acceptance of applications.
(b) A standard cut-off time of 4.00 PM for uploading of applications received from other than retail individual
applicants.
(c) A standard cut-off time of 5.00 PM for uploading of applications received from only retail individual applicants,
which may be extended up to such time as deemed fit by BSE after taking into account the total number of
applications received upto the closure of timings and reported by LM to BSE within half an hour of such closure.

It is clarified that Bids not uploaded in the book, would be rejected. In case of discrepancy in the data entered in the electronic
book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the details as per physical application form
of that Bidder may be taken as the final data for the purpose of allotment.

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Due to limitation of time available for uploading the application on the Issue Closing Date, Applicants are advised to submit
their applications one day prior to the Issue Closing Date and, in any case, not later than 3:00 p.m. IST on the Issue Closing
Date. Any time mentioned in this prospectus is IST. Applicants are cautioned that, in the event a large number of applications
are received on the Issue Closing Date, as is typically experienced in public Issues, some applications may not get uploaded
due to lack of sufficient time. Such applications that cannot be uploaded will not be considered for allocation under this
Issue.

Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday)

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ISSUE PROCEDURE

All Bidders should read the General Information Document for Investing in Public Issues 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 is part
of the abridged prospectus accompanying the Application Form. The General Information Document is available on the
websites of the Stock Exchanges and the Lead Managers. Please refer to the relevant provisions of the General Information
Document which are applicable to the Issue especially in relation to the process for Bids by Retail Individual Investors
through the UPI Mechanism. The investors should note that the details and process provided in the General Information
Document should be read along with this section.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of
investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv)
payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note (“CAN”) and Allotment in the
Issue; (vi) general instructions (limited to instructions for completing the Application Form); (vii) designated date; (viii)
disposal of applications; (ix) submission of Application Form; (x) other instructions (limited to joint bids in cases of
individual, multiple bids and instances when an application would be rejected on technical grounds); (xi) applicable
provisions of Companies Act relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii)
interest in case of delay in Allotment or refund.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019,
the UPI Mechanism for Retail Individual Investors applying through Designated Intermediaries was made effective along
with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30,
2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by Retail Individual
Investors through Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from
such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such
Bids with existing timeline of T+6 days was mandated for a period of three months or launch of five main board public
issues, whichever is later (“UPI Phase II”). However, given the prevailing uncertainty due to the COVID-19 pandemic,
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, has decided to continue with the UPI
Phase II till further notice. 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 Issue will be undertaken pursuant to the
processes and procedures under UPI Phase II, subject to any circulars, clarification or notification issued by the SEBI from
time to time.

SEBI vide Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, (“UPI Streamlining Circular”)
read with 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 SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022 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 SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the provisions
of this circular are deemed to form part of this Prospectus.

Further, SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023 has further reduced the
time period for refund of applications money from four days to two days from issue closing date viz. initiation not later
than 09.30 am on T+2 day (T is issue Closing Date) and completion before 2.00 pm on T+2 day for fund transfer and
completion before 4.00pm on T+2 day for unblocking.

SEBI vide Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 05, 2022, which came into force for public issue
opening on or after May 01, 2022 has decided that all Individual Investors applying in Public Issues where the application
amount is upto Rs. 5 Lakhs shall use UPI.

Further, as per SEBI circular no SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022. All ASBA applications in
Public Issues shall be processed only after the application money is blocked in the investor’s bank accounts. The
provisions of the circular shall be for all issues opening from September 01, 2022 onwards.

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In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Issue Closing Date, the Applicant shall be compensated at a uniform
rate of Rs.100 per day for the entire duration of delay exceeding two Working Days from the Issue Closing Date by the
intermediary responsible for causing such delay in unblocking. The LM shall, in their sole discretion, identify and fix the
liability on such intermediary or entity responsible for such delay in unblocking.

Our Company and the LM do not accept any responsibility for the completeness and accuracy of the information stated in
this section and the General Information Document and are not liable for any amendment, modification or change in the
applicable law which may occur after the date of this Prospectus. Bidders are advised to make their independent
investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment
limits or maximum number of the Equity Shares that can be held by them under applicable law or as specified in this
Prospectus. Further, our Company and the LM are not liable for any adverse occurrences consequent to the implementation
of the UPI Mechanism for application in this Issue.

Phased implementation of Unified Payments Interface (UPI)

SEBI has issued the various UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares.
Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in
addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by Retail
Individual Investors through Designated 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 the UPI Mechanism in three phases in the following manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under this
phase, a Retail Individual Investor had the option to submit the ASBA Form with any of the Designated Intermediary and
use his/her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to
be six Working Days.

Phase II: This phase has become applicable from July 1, 2019. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 had extended the timeline for implementation of UPI Phase
II till March 31, 2020. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020 decided
to continue Phase II of UPI with ASBA until further notice. Under this phase, submission of the ASBA Form by Retail
Individual Investors through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds will be
discontinued and will be replaced by the UPI Mechanism. However, the time duration from public issue closure to listing
would continue to be six Working Days during this phase.

Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023 and
on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time duration from
public issue closure to listing has been reduced to three Working Days. The Issue shall be undertaken pursuant to the
processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or
notification issued by SEBI from time to time, including any circular, clarification or notification which may be issued by
SEBI.

This Issue is mandatorily being made under Phase III of the UPI Mechanism.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such banks provide a written confirmation, in compliance with the SEBI RTA Master Circular in a format as prescribed
by SEBI, from time to time, and such payment of processing fees to the SCSBs shall be made in compliance with circulars
prescribed by SEBI and applicable law.

All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI.
Our Company will be required to appoint one of the SCSBs as the Sponsor Bank(s) to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the UPI Bidders.

Individual investors bidding under the Non-Institutional Portion bidding for more than ₹ 200,000 and up to ₹ 500,000, using
the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-
syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers.

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Pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant
to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140
dated August 9, 2023(“UPI Streamlining Circular”), SEBI has set out specific requirements for redressal of investor
grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Streamlining
Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for
SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders
to be unblocked no later than one Working Day from the date on which the Basis of Allotment is finalised. Failure to unblock
the accounts within the timeline would result in the SCSBs being penalised under the relevant securities law. Further, in
terms of the UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application
made by the SCSBs to the Lead Manager, and such application shall be made only after (i) unblocking of application amounts
for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor
complaints has been paid by the SCSB.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
Lead Manager. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the
Lead Manager will be required to compensate the concerned investor.

FIXED PRICE ISSUE PROCEDURE

The Issue is being made in compliance with the provisions of Chapter IX of the SEBI ICDR Regulations, and through the
Fixed Price Process wherein 50% of the Net Issue to Public is being offered to the Retail Individual Applicants and the
balance is being offered to Other Investors including QIBs and Non-Institutional Applicants. However, in case of under-
subscription in either category, unsubscribed portion shall be allocated to investors in other category subject to valid
Applications being received from them at the Issue Price.

Subject to the valid Applications being received at the Issue Price, allotment to all categories in the Net Issue, shall be made
on a proportionate basis, except for the Retail Individual Investors Category where Allotment to each Retail Individual
Applicants shall not be less than the minimum lot, subject to availability of Equity Shares in Retail Individual Investors
Category, and the remaining available Equity Shares, if any, shall be allotted on a proportionate basis. Under subscription,
if any, in any category, would be allowed to be met with spill over from any other category or a combination of categories
at the discretion of our Company in consultation with the Lead Manager and the Stock Exchange.

The Equity Shares on Allotment shall be traded only in the dematerialised segment of the Stock Exchanges. Investors
should note that the Equity Shares will be Allotted to all successful Applicants only in dematerialised form. It is
mandatory to furnish the details of Applicant’s depository account along with Application Form. The Application
Forms which do not have the details of the Applicants’ depository account, including the DP ID Numbers and the
beneficiary account number shall be treated as incomplete and rejected. Application Forms which do not have the
details of the Applicants’ PAN, (other than Applications made on behalf of the Central and the State Governments,
residents of the state of Sikkim and official appointed by the courts) shall be treated as incomplete and are liable to
be rejected. Applicants will not have the option of being Allotted Equity Shares in physical form.

APPLICATION FORM

Copies of Application Forms and Abridged Prospectus will be available with the Syndicate/sub-Syndicate members, SCSBs
and at our Registered Office. In addition, an electronic copy of the Application Forms and Abridged Prospectus will also be
available for download on the website of the Company, Lead Manager and Stock Exchange, BSE (www.bseindia.com), at
least one day prior to the Issue Opening Date.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA process. The
Retail Individual Investors can additionally Bid through the UPI Mechanism.

All ASBA Bidders must provide either, (i) bank account details and authorizations to block funds in the ASBA Form; or (ii)
the UPI ID (in case of Retail Individual Investors), as applicable, in the relevant space provided in the ASBA Form and the
ASBA Forms that do not contain such details will be rejected. Applications made by the Retail Individual Investors using
third party bank account or using third party linked bank account UPI ID are liable for rejection. Retail Individual Investors
bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Application Form and
the Application Form that does not contain the UPI ID are liable to be rejected.

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Applicants shall ensure that the Applications are made on Application Forms bearing the stamp of a member of the Syndicate
or the Registered Broker or the SCSBs or Registrars to an Issue and Share Transfer Agents or Depository Participants, as the
case may be, submitted at the Collection centres only (except in case of electronic Application Forms) and the Application
Forms not bearing such specified stamp are liable to be rejected.

The prescribed colour of the Application Form for various categories applying in this issue is as follows:
Category Colour
Resident Indians and Eligible NRIs applying on a non-repatriation basis (ASBA)** White*
Non-Residents and Eligible NRIs applying on a repatriation basis (ASBA)** Blue*
* Excluding electronic Application Form.
** Application forms will also be available on the website of the BSE (www.bseindia.com). Same Application Form applies
to all ASBA Applicants/ Retail Individual Applicants applying through UPI mechanism, irrespective of whether they are
submitted to the SCSBs, to the Registered Brokers, to Registrars to an Issue and Share Transfer Agents, Depository
Participants or to the Syndicate (in Specified Cities).

In case of ASBA Forms, Designated Intermediaries shall upload the relevant bid details in the electronic bidding system of
the Stock Exchanges.

Subsequently, for ASBA Forms (other than Retail Individual Investors using UPI Mechanism), Designated Intermediaries
(other than SCSBs) shall submit / deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank
account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank. Stock Exchanges shall validate the
electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to
the notice of the relevant Designated Intermediaries, for rectification and re-submission within the time specified by Stock
Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code and location code in
the Bid details already uploaded.

For Retail Individual Investors using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID)
with the Sponsor Bank on a continuous basis through API integration to enable the Sponsor Bank to initiate UPI Mandate
Request to Retail Individual Investors for blocking of funds. The Sponsor Bank shall initiate request for blocking of funds
through NPCI to Retail Individual Investors, who shall accept the UPI Mandate Request for blocking of funds on their
respective mobile applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every
Bid entered in the Stock Exchanges bidding platform, and the liability to compensate Retail Individual Investors (Bidding
through UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e. the Sponsor Bank, NPCI or
the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share 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 Issue shall provide the audit trail to the LM for analysing the same and fixing liability.

The Sponsor Bank will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and
will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error code
and description, if any. Further, the Sponsor Bank will undertake reconciliation of all Bid requests and responses throughout
their lifecycle on daily basis and share reports with the LM in the format and within the timelines as specified under the UPI
Circulars. Sponsor Bank and issuer banks shall download UPI settlement files and raw data files from the NPCI portal after
every settlement cycle and do a three-way reconciliation with UPI switch data, CBS data and UPI raw data. NPCI is to
coordinate with issuer banks and Sponsor Banks on a continuous basis.

WHO CAN APPLY?

Each Applicant should check whether it is eligible to apply under applicable law. Furthermore, certain categories of
Applicants, such as NRIs, FPIs and FVCIs may not be allowed to apply in the Issue or to hold Equity Shares, in excess of
certain limits specified under applicable law. Applicants are requested to refer to the Application Form and GID for more
details.

Subject to the above, an illustrative list of Applicants is as follows:

i. Indian national resident in India who are competent to contract under the Indian Contract Act,1872, in single or joint
names (not more than three);
ii. Applications belonging to an account for the benefit of a minor (under guardianship);
iii. Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that the
Application is being made in the name of the HUF in the Application Form as follows: “Name of sole or first Applicant:
XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Application by HUFs will
be considered at par with Applications from individuals;

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iv. Companies, corporate bodies and societies registered under applicable law in India and authorised to invest in equity
shares;
v. QIBs;
vi. NRIs on a repatriation basis or on a non-repatriation basis subject to applicable law;
vii. Qualified Foreign Investors subject to applicable law;
viii. Indian Financial Institutions, regional rural banks, co-operative banks (subject to RBI regulations and the SEBI ICDR
Regulations and other laws, as applicable);
ix. Trusts/ societies registered under the Societies Registration Act, 1860, or under any other law relating to trusts/ societies
and who are authorised under the irrespective constitutions to hold and invest in equity shares;
x. Limited liability partnerships registered under the Limited Liability Partnership Act,2008;
xi. Insurance companies registered with IRDAI;
xii. Mutual Funds registered with SEBI;
xiii. FPIs other than Category III Foreign Portfolio Investor;
xiv. Category III Foreign Portfolio Investors, which are foreign corporates or foreign individuals only under the Other
Investors Category;
xv. Scientific and/ or industrial research organizations authorised in India to invest in the Equity Shares; and
xvi. Any other person eligible to Apply in this Issue, under the laws, rules, regulations, guidelines and polices applicable to
them.

Applications should not to be made by:

i. Minors (except through their Guardians)
ii. Partnership firms
iii. Foreign Nationals (except NRIs)
iv. Overseas Corporate Bodies

As per the existing regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in its circular,
A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse
notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities in terms of Regulation
5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval of Government if
the investment is through Government Route and with the prior approval of RBI if the investment is through Automatic
Route on case by case basis. OCBs may invest in this Issue provided it obtains a prior approval from the RBI. On submission
of such approval along with the Application Form, the OCB shall be eligible to be considered for share allocation.

The Equity Shares have not been and will not be registered under the U.S. Securities Act, 1933 (the “U.S. Securities Act”)
or the securities laws of any state of the United States and may not be offered or sold within the United States, except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable
state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore
transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those
offers, and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

The information below is given for the benefit of the applicants. Our Company, and the Lead Manager do not accept
responsibility for the completeness and accuracy of the information stated. Our Company, and the Lead Manager is not
liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of
the prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity Shares
applied for does not exceed the limits prescribed under laws or regulations.

MAXIMUM AND MINIMUM APPLICATION SIZE:

1. For Retail Individual Applicants:

The Application must be for a minimum of 1,200 Equity Shares and in multiples of 1,200 Equity Shares thereafter, so
as to ensure that the Application Price payable by the Applicant does not exceed Rs 2,00,000. In case of revision of
Applications, the Retail Individual Applicants have to ensure that the Application Price does not exceed Rs 2,00,000.
As the application price payable by the Retail Individual Applicants cannot exceed Rs. 2,00,000, they can make
Application only up to 1,200 Equity Shares.

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2. For Other than Retail Individual Applicants (Non-Institutional Applicants and QIBs):
The Application must be for a minimum of such number of Equity Shares that the Application Amount exceeds Rs
2,00,000 and in multiples of 1,200 Equity Shares thereafter. An application cannot be submitted for more than the Net
Issue Size. However, the maximum Application by a QIB investor should not exceed the investment limits prescribed
for them by applicable laws. Under existing SEBI Regulations, a QIB Applicant cannot withdraw its Application after
the Issue Closing Date and is required to pay 100% QIB Margin upon submission of Application.

In case of revision in Applications, the Non-Institutional Applicants, who are individuals, have to ensure that the
Application Amount is greater than Rs 2,00,000 for being considered for allocation in the Non-Institutional Portion.

3. Minimum Bid Lot: 1,200 Equity Shares

ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT

As per SEBI ICDR Regulation 268

a) The issuer shall not make an allotment pursuant to a public issue if the number of allottees in an initial public offer is
less than 50 (fifty).

b) The issuer shall not make any allotment in excess of the specified securities offered through the offer document except
in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the designated stock
exchange.

Provided that in case of oversubscription, an allotment of not more than ten per cent. of the net offer to public may be
made for the purpose of making allotment in minimum lots.

c) The allotment of specified securities to applicants other than retail individual investors and anchor investors shall be on
proportionate basis within the specified 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 in the offer document: Provided that the value of specified securities allotted to any person, except in case of
employees, in pursuance of reservation made under clause (a) of sub-regulation (1) or clause (a) of sub-regulation (2) of
regulation 254, shall not exceed two lakhs rupees.

d) The Authorised employees of the Designated Stock Exchange, along with the Lead Manager and Registrar to the Issue,
shall ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the SEBI (ICDR)
Regulations, 2018.

Notes on Allotment Process

Receipt & Validation of Bid data:

• Bid data is downloaded from the stock exchange(s) via SFTP and same is validated with depositories to check for Invalid
demat accounts, Invalid client status and PAN Mismatch records.
• Upon completion of the validation, the error records are marked with respective rejection criteria.

Collection of FCs and Schedule Data:

• RTA will follow up with all SCSBs and collect the Final certificate confirming the total amount blocked and no. of
applications alongwith schedule data comprising of detailed application wise details with number of shares applied and
amount blocked.
• Reconciliation of bid data vs Bank schedule data will be completed, upon which applications without funds blocked,
will be removed from application master.
• Once reconciliation of Final certificate with applications/ bids are completed, the final valid data with funds blocked
will be taken for allotment process
• Technical rejection process as per the terms of letter of offer will be carried out thereafter and total valid applications
will be identified for preparation of basis of allotment

Basis of allotment
• Basis of allotment will be prepared category wise, i.e., Retail Individual investors who are applying with value less than
Rs. 2 lakhs and High Networth Individual Investor who are applying with value more than Rs.2 lakhs and Market Maker.
• The applications will be tagged as per above category and considered for basis of allotment in respective category.

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• The allocable shares for each category will be as per the offer document, in the proportion of subscription amongst each
category, with a minimum allotment of 50% of the net issue to Retail category.
• Within each basis of allotment, the number of applications are pooled based on lot category and proportionate eligibility
of allotment of shares for each category calculated as per illustration of HNI basis as shown below:

HNI basis: (Example)

Lot size: 1000 shares
Allocable shares as per Prospectus: 75000

No. of Number Total No. % Proportionate Allocation Allocation Ratio of No. of Total No. Surplus
Shares of of Shares to shares per per allottees successful of Shares /
applied applicati applied in total available Applicant Applicant to applicants allocated/ Deficit
for ons each (Before (After applicants (after allotted [14]-
(Category received category rounding rounding rounding [7]
wise) off) off) off)
(3) = (5) = 75000 * (6) = (10) = (9) *
(1) (2) (4) (7) (8) (9) (11)
(1*2) (4)/100 (5)/(2) (7)
1000 30 30000 26.09 19568 652.26 1000 2:3 20 20000 -432
2000 20 40000 34.78 26085 1304.25 1000 FIRM 20 20000
85
1000 3:10 6000
3000 15 45000 39.13 29347 1956.46 1000 FIRM 15 15000
347
1000 14:15 14000
115000 75000 0

Allotment Procedure

1. In the event of over subscription in any of the IPO, the lottery system allotment is strictly random and there is absolutely
no scope of discretion.
2. Registrar to share the valid data and the reverse application number data with the external auditor, company and the lead
Manager, before incorporating drawl of lots/lucky numbers in the RTA database
3. Based on the oversubscription in the respective category (i.e., lot size’s), the drawl of lots/lucky no(s) to be shared by
the Designated Stock Exchange against each ratio.
4. The Registrar incorporates the drawl of lots/lucky numbers in the RTA Data base, as per the following order.
a. Prepare the Net Valid Data (excluding technical rejections, if any)
b. Generate each Category wise (lot size wise) Running Serial No. on the following Order
i. Share Category (i.e., lot size)
ii. Reverse the Application No. (example appl no 12345678 and reversed to 87654321)
iii. PAN
c. If ration is 2: 5, the 2 lucky numbers in the range will be shared by the designated stock exchange
d. The total no. of applications received in this category/lot size will be segregated into buckets of 5 each.
e. Every 3rd & 4th application in this bucket will get the allotment from every bucket, assuming that the lucky numbers
given by the Designated Exchange are 3 & 4 for this category.
f. The process needs to be repeated for all the categories wherever oversubscription, the allotment needs to be done
on lottery basis/drawl of lots.
5. The registrar needs to tally the allocation for each category wise with the Basis of Allotment approved by designated
stock exchange.
6. The Registrar shares the allotment register with the company’s appointed auditor to check the drawl of lots/lucky
numbers assigned to correct investors and confirm.

Allotment will be made in consultation with the Designated Stock Exchange. In the event of oversubscription, the allotment
will be made on a proportionate basis in marketable lots as mentioned above

The above proportionate allotment of shares in an Issue that is oversubscribed shall be subject to the reservation for
Retail Individual applicants as described below:

▪ As per Regulation 253(2) of the SEBI (ICDR) Regulations 2018, as the Retail Individual Investor category is
entitled to minimum fifty percent on proportionate basis, the retail individual investors shall be allocated that higher
percentage.

▪ Remaining to Individual applicants other than retail individual investors and other investors including corporate
bodies or institutions, irrespective of the number of specified securities applied for;

▪ The unsubscribed portion in either of the categories specified in (i) or (ii) above may be available for allocation to
the applicants in the other category, if so required.
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“Retail Individual Investor” means an investor who applies for shares of value of not more than ₹2,00,000/-. Investors may
note that in case of over subscription allotment shall be on proportionate basis and will be finalized in consultation with the
designated stock exchange.

PARTICIPATION BY ASSOCIATES /AFFILIATES OF LM AND THE SYNDICATE MEMBERS

The LM, Market Maker and the Underwriter, if any shall not be entitled to subscribe to this Issue in any manner except
towards fulfilling their underwriting and market making obligations. However, associates/affiliates of the LM and Syndicate
Members, if any may subscribe for Equity Shares in the Issue, either in the QIB Category or in the Non- Institutional
Category as may be applicable to the Applicants, where the allocation is on a proportionate basis and such subscription may
be on their own account or on behalf of their clients.

APPLICATION BY MUTUAL FUNDS

As per the current regulations, the following restrictions are applicable for investments by Mutual fund:

No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related instruments
of any Company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry
specific funds. No mutual fund under all its schemes should own more than 10% of any Company’s paid-up share capital
carrying voting rights.

With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with
the Application Form. Failing this, our Company reserves the right to accept or reject any Application in whole or in part,
in either case, without assigning any reason thereof.

In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund registered with
SEBI and such Applications in respect of more than one scheme of the Mutual Fund will not be treated as multiple
Applications provided that the Applications clearly indicate the scheme concerned for which the Application has been
made.

The Application made by Asset Management Companies or custodians of Mutual Funds shall specifically state the names
of the concerned schemes for which the Applications are made.

APPLICATIONS BY ELIGIBLE NRI’S

Only Applications accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered
for Allotment. Eligible NRIs intending to make payment through freely convertible foreign exchange and Applying on a
repatriation basis could make payments through the ASBA process only by blocking the funds for the amount payable on
application in their NRE Account or FCNR Accounts, maintained with banks authorised by the RBI to deal in foreign
exchange.

Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for Non-Residents,
accompanied by a bank certificate confirming that the payment has been made by blocking the relevant funds in their NRE
or FCNR account, as the case may be. Payment for Application by non-resident Applicants applying on a repatriation basis
will not be accepted out of NRO accounts for the full Application amount, at the time of submission of the Application
Form.

Eligible NRIs applying on non-repatriation basis are advised to use the Application Form for residents (white in colour).
Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for Non-Residents (blue in
colour).

APPLICATIONS BY HUF

Application by Hindu Undivided Families or HUFs should be in the individual name of the Karta. The Applicant should
specify that the Application is being made in the name of the HUF in the Application Form as follows: “Name of sole or
first Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Application
by HUFs will be considered at par with Applications by individuals.

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APPLICATIONS BY FPI’S

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the
same set of ultimate beneficial owner(s) investing through multiple entities) is not permitted to exceed 10% of our post-
Issue Equity Share capital. Further, in terms of the FEMA Regulations, the total holding by each FPI shall be below 10%
of the total paid-up Equity Share capital of our Company and the total holdings of all FPIs put together shall not exceed
24% of the paid-up Equity Share capital of our Company. The aggregate limit of 24% may be increased upto the sectoral
cap by way of a resolution passed by the Board of Directors followed by a special resolution passed by the Shareholders of
our Company and subject to prior intimation to the RBI.

In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital of our Company, on a
fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants
issued that may be issued by our Company, the total investment made by the FPI 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.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified
by the Government from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation
22 of the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio and unregulated broad based funds, which
are classified as Category II foreign portfolio investor by virtue of their investment manager being appropriately regulated,
may issue or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any
instrument, by whatever name called, which is issued overseas by a FPI against securities held by it that are listed or
proposed to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event
(i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority;
and (ii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms. An FPI is also
required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any
persons that are not regulated by an appropriate foreign regulatory authority. In case of Applications made by FPIs, a
verified true copy of the certificate of registration issued by the designated depository participant under the FPI Regulations
is required to be attached along with the Application form, failing which our Company reserves the right to reject the
Application without assigning any reasons thereof.

APPLICATIONS BY BANKING COMPANIES

In case of Applications made by banking companies registered with the RBI, certified copies of: (i) the certificate of
registration issued by the RBI, and (ii) the approval of such banking company’s investment committee are required to be
attached to the Application Form, failing which our Company reserves the right to reject any Application by a banking
company without assigning any reason therefor.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949,
as amended (the “Banking Regulation Act”), and the Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016, is 10% of the paid-up share capital of the investee company, not being its subsidiary engaged in non-
financial services, or 10% of the bank’s own paid-up share capital and reserves, whichever is lower. However, a banking
company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee
company if (i) the investee company is engaged in non-financial activities permitted for banks in terms of Section 6(1) of
the Banking Regulation Act, or (ii) the additional acquisition is through restructuring of debt/corporate debt
restructuring/strategic debt restructuring, or to protect the bank’s interest on loans/investments made to a company. The
bank is required to submit a timebound action plan for disposal of such shares within a specified period to the RBI. A
banking company would require a prior approval of the RBI to make (i) investment in a subsidiary and a financial services
company that is not a subsidiary (with certain exceptions prescribed), and (ii) investment in a non-financial services
company in excess of 10% of such investee company’s paid-up share capital as stated in 5(a)(v)(c)(i) of the Reserve Bank
of India (Financial Services provided by Banks) Directions, 2016.

APPLICATIONS BY SCSB’S

SCSBs participating in the Issue are required to comply with the terms of the SEBI circulars dated September 13, 2012 and
January 2, 2013. Such SCSBs are 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 shall be used
solely for the purpose of making application in public issues and clear demarcated funds should be available in such account
for ASBA applications.

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APPLICATIONS BY SEBI REGISTERED VENTURE CAPITAL FUNDS, ALTERNATIVE INVESTMENT

FUNDS AND FOREIGN VENTURE CAPITAL INVESTORS

The SEBI VCF Regulations and the SEBI FVCI Regulations, as amended, inter alia prescribe the investment restrictions on
VCFs and FVCIs, respectively, registered with SEBI. Further, the SEBI AIF Regulations prescribe, amongst others, the
investment restrictions on AIFs.

Accordingly, the holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of
the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds in various
prescribed instruments, including in public offerings.

The category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III AIF cannot
invest more than 10% of the corpus in one investee company. A venture capital fund registered as a category I AIF, as defined
in the SEBI AIF Regulations, cannot invest more than 1/ 3rd of its corpus by way of subscription to an initial public offering
of a venture capital undertaking. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF
Regulations shall continue to be regulated by the VCF Regulations.

All Non-Resident Applicants including Eligible NRIs, FIIs and FVCIs should note that refunds, dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and / or commission. There is no
reservation for Eligible NRIs, FIIs and FVCIs and all Applicants will be treated on the same basis with other categories for
the purpose of allocation.

Further, according to the SEBI Regulations, the shareholding of VCFs, category I or II AIFs and FVCIs held in a company
prior to making an initial public offering would be exempt from lock-in requirements only if the shares have been held by
them for at least one year prior to the time of filing the prospectus with SEBI. However, such equity shares shall be locked
in for a period of at least one year from the date of purchase by the VCF, category I or II AIF or FVCI, as the case may.

APPLICATIONS BY LIMITED LIABILITY PARTNERSHIPS

In case of Applications made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to
the Application Form. Failing this, our Company reserves the right to reject any Application without assigning any reason
thereof.

APPLICATIONS BY INSURANCE COMPANIES

In case of Applications made by Insurance Companies, a certified copy of certificate of registration issued by IRDA must be
attached to the Application Form. Failing this, our Company reserves the right to reject any Application without assigning
any reason thereof.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment)
Regulations, 2016 (the “IRDAI Investment Regulations”) are broadly set forth below:

a) Equity shares of a company: the lower of 10% of the outstanding Equity Shares (face value) or 10% of the respective
fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
b) The entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of
investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies belonging to
the group, whichever is lower; and
c) The industry sector in which the investee company belong to not more than 15% of the fund of a life insurer or a general
insurer or a reinsurer or 15% of the investment asset, whichever is lower.

The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10%
of the investment assets of a life insurer or general insurer and the amount calculated under points (i), (ii) and (iii) above, as
the case may be.

The above limit of 10.00% shall stand substituted as 15.00% of outstanding equity shares (face value) for insurance
companies with investment assets of ₹2,500,000 million or more and 12.00% of outstanding equity shares (face value) for
insurers with investment assets of ₹500,000.00 million or more but less than ₹2,500,000.00 million.

Insurance companies participating in this Issue, shall comply with all applicable regulations, guidelines and circulars issued
by IRDA from time to time.

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APPLICATIONS BY PROVIDENT FUNDS/ PENSION FUNDS

In case of Applications made by provident funds/ pension funds, subject to applicable laws, with minimum corpus of ₹250
million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund
must be attached to the Application Form. Failing this, our Company reserves the right to reject any Application, without
assigning any reason thereof.

APPLICATIONS UNDER POWER OF ATTORNEY

In case of Applications made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies,
Mutual Funds, Eligible FPIs, insurance companies Systemically Important Non-Banking Financial Companies, 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 ₹250 million and pension funds with a minimum
corpus of ₹250 million (in each case, subject to applicable law and in accordance with their respective constitutional
documents), 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, as applicable must be lodged
along with the Application Form. Failing this, our Company reserves the right to accept or reject any such Application
without assigning any reasons therefor.

APPLICATIONS BY SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES

In case of Application by Systemically Important Non-Banking Financial Companies, certified copy of a) the certificate of
registration issued by RBI, b) certified copy of its latest audited financial statement on a standalone basis and a net worth
certificate from its statutory auditor and c) such other approval as may be required by Systemically Important Non-Banking
Financial Companies are required to be attached to the Application Form. Failing this, our Company reserves the right to
accept or reject any such Application without assigning any reasons therefor. Systemically Important Non-Banking Financial
Companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars issued by RBI
from time to time.

The above information is given for the benefit of the Applicants. Our Company and the Lead Manager are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this prospectus.
Applicants are advised to make their independent investigations and Applicants are advised to ensure that any single
Application from them does not exceed the applicable investment limits or maximum number of Equity Shares that can be
held by them under applicable law or regulation or as specified in this prospectus.

The above information is given for the benefit of the Bidders. Our Company and the Lead Manager are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date of the
Prospectus, when filed. Bidders are advised to make their independent investigations and ensure that any single Bid
from them does not exceed the applicable investment limits or maximum number of the Equity Shares that can be
held by them under applicable laws or regulations and as specified in the Prospectus, when filed.

ISSUE PROCEDURE FOR APPLICATION SUPPORTED BY BLOCKED ACCOUNT (ASBA)

Applicants In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the
Applicants have to compulsorily apply through the ASBA Process. Our Company and the Lead Manager are not liable for
any amendments, modifications, or changes in applicable laws or regulations, which may occur after the date of this
Prospectus. ASBA Applicants are advised to make their independent investigations and to ensure that the ASBA Application
Form is correctly filled up, as described in this section.

The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA Process
are provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on designated
branches of SCSB collecting the Application Form, please refer the above-mentioned SEBI link.

METHOD AND PROCESS OF APPLICATIONS

1. The Designated Intermediaries shall accept applications from the Applicants during the Issue Period.
2. The Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. The Issue
Period may be extended, if required, by an additional three Working Days, subject to the total Issue Period not exceeding
10 Working Days.

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3. During the Issue Period, Applicants who are interested in subscribing to the Equity Shares should approach the
Designated Intermediaries to register their applications.
4. The Applicant cannot apply on another Application Form after applications on one Application Form have been
submitted to the Designated Intermediaries. Submission of a second Application form to either the same or to another
Designated Intermediaries will be treated as multiple applications and is liable to rejected either before entering the
application into the electronic collecting system or at any point prior to the allocation or Allotment of Equity Shares in
this Issue.
5. Designated Intermediaries accepting the application forms shall be responsible for uploading the application along with
other relevant details in application forms on the electronic bidding system of stock exchange and submitting the form
to SCSBs for blocking of funds (except in case of SCSBs, where blocking of funds will be done by respective SCSBs
only). All applications shall be stamped and thereby acknowledged by the Designated Intermediaries at the time of
receipt.
6. The Designated Intermediaries will enter each application option into the electronic collecting system as a separate
application and generate a TRS and give the same to the applicant.
7. Upon receipt of the Application Form, submitted whether in physical or electronic mode, the Designated Intermediaries
shall verify if sufficient funds equal to the Application Amount are available in the ASBA Account, as mentioned in the
Application Form, prior to uploading such applications with the Stock Exchange.
8. If sufficient funds are not available in the ASBA Account, the Designated Intermediaries shall reject such applications
and shall not upload such applications with the Stock Exchange.
9. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Application
Amount mentioned in the Application Form and will enter each application option into the electronic collecting system
as a separate application and generate a TRS for each price and demand option. The TRS shall be furnished to the
Applicant on request.
10. The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of
Allotment and consequent transfer of the Application Amount against the Allotted Equity Shares to the Public Issue
Account, or until withdraw/ failure of the Issue or until withdrawal/ rejection of the Application Form, as the case may
be. Once the Basis of Allotment if finalized, the Registrar to the Issue shall send an appropriate request to the Controlling
Branch of the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the
successful Applicants to the Public Issue Account. In case of withdrawal/ failure of the Issue, the blocked amount shall
be unblocked on receipt of such information from the Registrar to the Issue.

TERMS OF PAYMENT

The entire Issue price of ₹100/- per share is payable on application. In case of allotment of lesser number of Equity Shares
than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the
Applicants.

SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance amount after
transfer will be unblocked by the SCSBs.

The applicants should note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by SEBI and has
been established as an arrangement between our Company, Banker to the Issue and the Registrar to the Issue to facilitate
collections from the Applicants.

PAYMENT MECHANISM

The applicants shall specify the bank account number in their Application Form and the SCSBs shall block an amount
equivalent to the Application Amount in the bank account specified in the Application Form. The SCSB shall keep the
Application Amount in the relevant bank account blocked until withdrawal/rejection of the Application or receipt of
instructions from the Registrar to unblock the Application Amount.

However, Non-Retail Applicants shall neither withdraw nor lower the size of their applications at any stage. In the event
of withdrawal or rejection of the Application Form or for unsuccessful Application Forms, the Registrar to the Issue shall
give instructions to the SCSBs to unblock the application money in the relevant bank account within one day of receipt of
such instruction. The Application Amount shall remain blocked in the ASBA Account until finalization of the Basis of
Allotment in the Issue and consequent transfer of the Application Amount to the Public Issue Account, or until
withdrawal/failure of the Issue or until rejection of the Application by the ASBA Applicant, as the case may be.

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Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Offer shall use only
Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account which will
be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Retail Individual Investors applying in public offer have
to use UPI as a payment mechanism with Application Supported by Blocked Amount for making application.

ELECTRONIC REGISTRATION OF APPLICATIONS

1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange.
2. The Designated Intermediaries will undertake modification of selected fields in the application details already uploaded
before 1.00 p.m. of next Working Day from the Issue Closing Date.
3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions in
relation to, (i) the applications accepted by them, (ii) the applications uploaded by them (iii) the applications accepted
but not uploaded by them or (iv) with respect to applications by Applicants, applications accepted and uploaded by any
Designated Intermediary other than SCSBs, the Application form along with relevant schedules shall be sent to the
SCSBs or the Designated Branch of the relevant SCSBs for blocking of funds and they will be responsible for blocking
the necessary amounts in the ASBA Accounts. In case of Application accepted and uploaded by SCSBs, the SCSBs or
the Designated Branch of the relevant SCSBs will be responsible for blocking the necessary amounts in the ASBA
Accounts.
4. Neither the Lead Manager nor our Company nor the Registrar to the Issue, shall be responsible for any acts, mistakes or
errors or omission and commissions in relation to, (i) The applications accepted by any Designated Intermediaries (ii)
The applications uploaded by any Designated Intermediaries or (iii) The applications accepted but not uploaded by any
Designated Intermediaries
5. The Stock Exchange will offer an electronic facility for registering applications for the Issue. This facility will available
at the terminals of Designated Intermediaries and their authorized agents during the Issue Period. The Designated
Branches or agents of Designated Intermediaries can also set up facilities for off-line electronic registration of
applications subject to the condition that they will subsequently upload the off-line data file into the online facilities on
a regular basis. On the Issue Closing Date, the Designated Intermediaries shall upload the applications till such time as
may be permitted by the Stock Exchange. This information will be available with the Lead Manager on a regular basis.
6. With respect to applications by Applicants, at the time of registering such applications, the Syndicate Bakers, DPs and
RTAs shall forward a Schedule as per format given below along with the Application Forms to Designated Branches of
the SCSBs for blocking of funds:
Sl. No. Details*
1 Symbol
2 Intermediary Code
3 Location Code
4 Application No.
5 Category
6 PAN
7 DP ID
8 Client ID
9 Quantity
10 Amount
*Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields
7. With respect to applications by Applicants, at the time of registering such applications, the Designated Intermediaries
shall enter the following information pertaining to the Applicants into in the on-line system:
• Name of the Applicant;
• IPO Name;
• Application Form Number;
• Investor Category;
• PAN (of First Applicant, if more than one Applicant);
• DP ID of the demat account of the Applicant;
• Client Identification Number of the demat account of the Applicant;
• Number of Equity Shares Applied for;
• Bank Account details;
• Locations of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB branch where
the ASBA Account is maintained; and
• Bank account number.

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8. In case of submission of the Application by an Applicant through the Electronic Mode, the Applicant shall complete the
above-mentioned details and mention the bank account number, except the Electronic ASBA Application Form number
which shall be system generated.
9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment to the
investor, by giving the counter foil or specifying the application number to the investor, as a proof of having accepted
the application form in physical as well as electronic mode. The registration of the Application by the Designated
Intermediaries does not guarantee that the Equity Shares shall be allocated / allotted either by our Company.
10. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.
11. In case of Non-Retail Applicants and Retail Individual Applicants, applications would not be rejected except on the
technical grounds as mentioned in the Prospectus. The Designated Intermediaries shall have no right to reject
applications, except on technical grounds.
12. The permission given by the Stock Exchanges to use their network and software of the Online IPO system should not in
any way be deemed or construed to mean that the compliance with various statutory and other requirements by our
Company and/or the Lead Manager are cleared or approved by the Stock Exchanges; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements
nor does it take any responsibility for the financial or other soundness of our company; our Promoter, our management
or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or
completeness of any of the contents of this Prospectus, nor does it warrant that the Equity Shares will be listed or will
continue to be listed on the Stock Exchanges.
13. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Issue Closing Date to
verify the DP ID and Client ID uploaded in the online IPO system during the Issue Period, after which the Registrar to
the Issue will receive this data from the Stock Exchange and will validate the electronic application details with
Depository’s records. In case no corresponding record is available with Depositories, which matches the three
parameters, namely DP ID, Client ID and PAN, then such applications are liable to be rejected.
14. The SCSBs shall be given one day after the Issue Closing Date to send confirmation of Funds blocked (Final certificate)
to the Registrar to the Issue.
15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such details
for applications.

ALLOCATION OF EQUITY SHARES

1) The Issue is being made through the Fixed Price Process wherein 1,05,600 Equity Shares shall be reserved for Market
Maker and 19,94,400 Equity shares (Net Issue) will be allocated on a proportionate basis to Retail Individual
Applicants, and Non-Retail Applicants.
2) Under- subscription if any, in any category, would be allowed to be met with spill-over from any other category or
combination of categories at the discretion of our Company in consultation with the Lead Managers and the Stock
Exchange.
3) Allocation to Non-Residents, including Eligible NRIs, Eligible QFIs, FIIs and FVCIs registered with SEBI, applying
on repatriation basis will be subject to applicable law, rules, regulations, guidelines and approvals.
4) In terms of SEBI Regulations, Non-Retail Applicants shall not be allowed to either withdraw or lower the size of
their applications at any stage and retail individual investors can withdraw or revise their bids till issue closure date.
5) Allotment status details shall be available on the website of the Registrar to the Issue.

PRE-ISSUE ADVERTISEMENT

Subject to Section 30 of the Companies Act 2013, our Company shall, after filing the prospectus with the ROC, publish a
pre- Issue advertisement, in the form prescribed by the SEBI Regulations, in (i) English National Newspaper; (ii) Hindi
National Newspaper and (iii) Regional Newspaper each with wide circulation where the registered office of the Company
is situated.

ISSUANCE OF ALLOTMENT ADVICE (CAN)

1) Upon approval of the basis of allotment by the Designated Stock Exchange.

2) On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the allotment
and credit of equity shares. Applicants are advised to instruct their Depository Participants to accept the Equity Shares
that may be allotted to them pursuant to the issue. The Lead Manager or the Registrar to the Issue will dispatch an
Allotment Advice to their Applicants who have been allocated Equity Shares in the Issue. The dispatch of Allotment
Advice shall be deemed a valid, binding and irrevocable contract for the Allotment to such Applicant.
3) Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful
applicants Depository Account within 2 working days of the Issue Closing date. The Issuer also ensures the credit of
shares to the successful Applicants Depository Account is completed within one working Day from the date of allotment,
after the funds are transferred from ASBA Public Issue Account to Public Issue account of the issuer.
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DESIGNATED DATES

Issue Opening Date June 30, 2025

Issue Closing Date July 02, 2025
Finalisation of Basis of Allotment with BSE SME July 03, 2025
Initiation of Allotment / Refunds/ unblocking of ASBA Accounts July 04, 2025
Credit of Equity Shares to demat accounts of the Allottees July 04, 2025
Commencement of trading of the Equity Shares on BSE SME July 07, 2025
Note: The above timetable is indicative in nature and does not constitute any obligation on the Company or the Lead
Manager. While our Company shall ensure that all the steps for completion of all the necessary formalities for the listing
and trading of our equity shares on the SME Platform of BSE Limited are taken within 3 working days of the issue closing
date, the time table may change due to various factors such as extension of the issue period by the Company or any delay in
receiving final listing and trading approval from the BSE. The Commencement of the trading of Equity shares will be entirely
at the discretion of the BSE SME in accordance with the applicable laws

GENERAL INSTRUCTIONS

Do's:
• Check if you are eligible as per the terms of this Prospectus and under applicable law, rules, regulations, guidelines
and approvals. All applicants (other than Anchor Investors) should submit their Bids through the ASBA process only;
• Read all the instructions carefully and complete the applicable Application Form;
• Ensure that the details about the PAN, DP ID and Client ID are correct and the Applicants depository account is active,
as Allotment of Equity Shares will be in the dematerialized form only;
• Applicant shall use only his / her own bank account or only his / her own bank account linked UPI ID to make an
application
• Ensure that the Demographic Details are updated, true and correct in all respects;
• Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the beneficiary
account is held with the Depository Participant.
• Ensure that you have funds equal to the Application Amount in the ASBA account or UPI ID linked Bank Account
maintained with the SCSB before submitting the Application Form under the ASBA process to the respective
member of the Syndicate (in the Specified Locations), the SCSBs, the Registered Broker (at the Broker Centres),
the RTA (at the Designated RTA Locations) or CDP (at the Designated CDP Locations);
• Instruct your respective Banks to not release the funds blocked in the ASBA Account/UPI ID linked Bank Account
under the ASBA process;
• Ensure that the Applications are submitted at the Collection centres only on forms bearing the stamp of the Syndicate
or Registered Broker or RTAs or DPs or SCSB (except in case of electronic forms). Ensure that your application is
submitted either to a member of the Syndicate (in the Specified Locations), a Designated Branch of the SCSB where
the Applicant has a bank account or a UPI ID linked Bank Account, or to a Registered Broker at the Broker Centres
or to RTAs or DPs at collection centres and not to our Company.
• Ensure that the Application Form is signed by the account holder in case the applicant is not the account holder.
• Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account (i.e. bank
account or UPI ID, as applicable) in the Application Form if you are not a Retail Individual Investor bidding using the
UPI Mechanism in the Application Form and if you are a Retail Individual Investor using the UPI Mechanism ensure
that you have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in the
Application Form.
• Submit revised Applications to the same member of the Syndicate, SCSB or Non-Syndicate Registered Broker, or
RTAs or DPs as applicable, through whom the original Application was placed and obtain a revised TRS;
• Ensure that the Application Forms are delivered by the applicants within the time prescribed as per the Application
Form and the prospectus;
• Ensure that you have requested for and receive a TRS;
• Ensure that you request for and receive a stamped acknowledgement of the Application Form for all your application
options;
• All Investors submit their applications through the ASBA process only except as mentioned in SEBI Circular No.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 & SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021;
• Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of your
Application Form; and
• The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

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Don’ts:
• Do not apply for lower than the minimum Application size;
• Do not apply for a price different from the price mentioned herein or in the Application Form;
• Do not apply on another Application Form after you have submitted an application to the SCSBs, Registered Brokers
of Stock Exchange, RTA and DPs registered with SEBI;
• Do not pay the Application Price in cash, by money order or by postal order or by stock invest;
• Do not send Application Forms by post, instead submit the Designated Intermediary only;
• Do not submit the Application Forms to any non-SCSB bank or our Company;
• Do not apply on an Application Form that does not have the stamp of the relevant Designated Intermediary;
• Do not submit the application without ensuring that funds equivalent to the entire application Amount are blocked in
the relevant ASBA Account;
• Do not apply for an Application Amount exceeding Rs. 2,00,000 (for applications by Retail Individual Applicants);
• Do not fill up the Application Form such that the Equity Shares applied for exceeds the Issue Size and/or investment
limit or maximum number of Equity Shares that can be held under the applicable laws or regulations or maximum
amount permissible under the applicable regulations;
• Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground;
• Do not submit incorrect details of the DP ID, beneficiary account number and PAN or provide details for a beneficiary
account which is suspended or for which details cannot be verified by the Registrar to the Issue;
• Do not submit applications on plain paper or incomplete or illegible Application Forms in a color prescribed for
another category of Applicant; and
• Do not make Applications if you are not competent to contract under the Indian Contract Act, 1872, as amended.
• Do not make more than one application from one bank account.
• Do not use third party bank account or third-party UPI ID linked Bank Account for making the Application;

Instructions for Completing the Application Form

The Applications should be submitted on the prescribed Application Form and in BLOCK LETTERS in ENGLISH only
in accordance with the instructions contained herein and in the Application Form. Applications not so made are liable to be
rejected. Applications made using a third-party bank account or using third party UPI ID linked bank account are liable to
be rejected. Application Forms should bear the stamp of the Designated Intermediaries. ASBA Application Forms, which
do not bear the stamp of the Designated Intermediaries, will be rejected.
SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors
to submit Application forms in public issues using the stock broker (broker) network of Stock Exchanges, who may not be
syndicate members in an issue with effect from January 01, 2013. The list of Broker Centre is available on the websites of
BSE i.e., www.bseindia.com and NSE i.e., www.nseindia.com. With a view to broad base the reach of Investors by
substantial, enhancing the points for submission of applications, SEBI vide Circular No. CIR/CFD/POLICY CELL/11/2015
dated November 10, 2015 has permitted Registrar to the Issue and Share Transfer Agent and Depository Participants
registered with SEBI to accept the Application forms in Public Issue with effect front January 01, 2016. The List of ETA
and DPs centres for collecting the application shall be disclosed is available on the websites of BSE i.e., www.bseindia.com
and NSE i.e., www.nseindia.com.

Applicant’s Depository Account and Bank Details

Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the application
form is mandatory and applications that do not contain such details are liable to be rejected.
Applicants should note that on the basis of name of the Applicants, Depository Participant's name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Application Form as entered into the Stock
Exchange online system, the Registrar to the Issue will obtain front the Depository the demographic details including
address, Applicants bank account details, MICR code and occupation (hereinafter referred to as 'Demographic Details').

These Demographic Details would be used for all correspondence with the Applicants including mailing of the Allotment
Advice. The Demographic Details given by Applicants in the Application Form would not be used for any other purpose
by the Registrar to the Issue.

By signing the Application Form, the Applicant would be deemed to have authorized the depositories to provide, upon
request, to the Registrar to the Issue, the required Demographic Details as available on its records.

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Submission of Application Form

All Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid intermediaries
shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter foil or specifying
the application number to the investor, as a proof of having accepted the application form, in physical or electronic mode,
respectively.

Communications
All future communications in connection with Applications made in this Issue should be addressed to the Registrar to the
Issue quoting the full name of the sole or First Applicant, Application Form number, Applicants Depository Account
Details, number of Equity Shares applied for, date of Application form, name and address of the Designated Intermediary
where the Application was submitted thereof and a copy of the acknowledgement slip.

Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related
problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc.

Disposal of Application and Application Moneys and Interest in Case of Delay

The Company shall ensure the dispatch of Allotment advice, and give benefit to the beneficiary account with Depository
Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (two) working days of
date of Allotment of Equity Shares.

The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and
commencement of trading at the SME platform of BSE Limited where the Equity Shares are proposed to be listed are taken
within 3 (Three) working days from Issue Closing Date.

In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the Company
further undertakes that:
➢ Allotment and Listing of Equity Shares shall be made within 3 (Three) days of the Issue Closing Date;
➢ Giving of Instructions for refund by unblocking of amount via ASBA not later than 2 (Two) working days of the Issue
Closing Date, would be ensured; and
➢ If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our
Company and every officer in default shall, on and from expiry of prescribed time, be liable to repay such application
money, with interest as prescribed under SEBI (ICDR) Regulations, the Companies Act, 2013 and applicable law.
Further, in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may be
punishable with fine and/or imprisonment in such a case.

Right to Reject Applications

In case of QIB Applicants, the Company in consultation with the LM may reject Applications provided that the reasons for
rejecting the same shall be provided to such Applicant in writing. In case of Non-Institutional Applicants, Retail Individual
Applicants who applied, the Company has a right to reject Applications based on technical grounds.

OTHER INSTRUCTIONS FOR THE APPLICANTS

Joint Applications
In the case of Joint Applications, the Applications should be made in the name of the Applicant whose name appears first
in the Depository account. The name so entered should be the same as it appears in the Depository records. The signature
of only such First Applicant would be required in the Application Form and such First Applicant would be deemed to have
signed on behalf of the joint holders All communications may be addressed to such Applicant and may be dispatched to his
or her address as per the Demographic Details received from the Depositories.

Multiple Applications
An Applicant should submit only one Application Form. Submission of a second Application Form to either the same or to
the Designated Intermediaries and duplicate copies of Application Forms bearing the same application number shall be
treated as multiple applications and are liable to be rejected.

IMPERSONATION:

Attention of the application is specifically drawn to the provisions of the sub-section (1) of Section 38 of the companies Act,
2013 which is reproduced below:

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"Any person who

a) Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities;
or
b) Makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other
person in a fictitious name, shall be liable for action under Section 447.
d) The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment for a term which shall
not be less than six months extending up to 10 years (provided that where the fraud involves public interest, such term
shall not be less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to
three times of such amount.”

INVESTOR GRIEVANCE

In case of any pre-Issue or post-Issue related problems regarding demat credit/refund orders/unblocking etc., the investors
can contact the Compliance Officer of our Company.

NOMINATION FACILITY TO APPLICANT

Nomination facility is available in accordance with the provisions of Section 72 of the Companies Act, 2013. In case of
allotment of the Equity Shares in dematerialized form, there is no need to make a separate nomination as the nomination
registered with the Depository may prevail. For changing nominations, the Applicants should inform their respective DP.

GROUNDS FOR TECHNICAL REJECTIONS

Applicants are advised to note that the Applications are liable to be rejected, inter-alia, on the following technical grounds:
➢ Amount paid does not tally with the amount payable for the Equity shares applied for;
➢ In case of partnership firms, Application for Equity Shares made in the name of the firm. However, a Limited Liability
Partnership can apply in its own name.
➢ Application by persons not competent to contract under the Indian Contract Act, 1872, including minors, insane person.
➢ PAN not mentioned in the Application Form.
➢ GIR number furnished instead of PAN.
➢ Applications for lower number of Equity Shares than the minimum specified for that category of investors;
➢ Applications made using a third-party bank account or using third party UPI ID linked bank account;
➢ Applications at a price other than the Fixed Price of the Issue;
➢ Applications for number of Equity Shares which are not in multiples of 1,200;
➢ Category not ticked;
➢ Multiple Applications as defined in this prospectus as such, based on common PAN;
➢ In case of Applications under power of attorney or by limited companies, corporate, trust etc., relevant documents are
not being submitted;
➢ Signature of sole Applicant is missing;
➢ Application Forms are not delivered by the Applicants within the time prescribed as per the Application Form, Issue
Opening Date advertisement and prospectus as per the instructions in this prospectus and Application Forms;
➢ In case no corresponding record is available with the Depositories that matches the DP ID, the Client ID and the PAN;
➢ Applications for amounts greater than the maximum permissible amounts prescribed by the regulations;
➢ Applications by OCBs;
➢ Applications by US person other than in reliance on Regulation S or “qualified institutional buyers” as defined in Rule
144Aunder the Securities Act;
➢ Application not duly signed by the sole applicant;
➢ Application by any person outside India if not in compliance with applicable foreign and Indian Laws;
➢ Application that do not comply with the securities laws of their respective jurisdictions are liable to be rejected.
➢ Applications by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any
other regulatory authority;
➢ Application by person not eligible to acquire equity shares of the company in terms of all applicable laws, rules,
regulations, guidelines, and approvals. Application or revision thereof by QIB Applicants, Non-Institutional Applicants
where the Application Amount is in excess of Rs. 2,00,000 received after 3.00 pm on the issue Closing date unless the
extended time is permitted by BSE.
➢ Inadequate funds in the bank account to block the Application Amount specified in the Application Form/Application
Form at the time of blocking such Application Amount in the bank account;
➢ Where no confirmation is received from SCSB for blocking of funds;

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➢ Applications by Applicants, other Retail Individual Applicants, not submitted through ASBA process and Applications
by Retail Individual Applicants not submitted through ASBA process or the UPI process;
➢ Failure of Retail Individual Applicants to validate the request of blocking of Application amount sent by the Sponsor
Bank;
➢ Applications not uploaded on the terminals of the Stock Exchanges;
➢ Applications by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the
ASBA Account in the Application Form;
➢ Details of ASBA Account not provided in the Application form;
➢ In case of Retail Individual Applicants applying through the UPI mechanism, details of UPI ID, not provided in the
Application form; etc.

For details of instruction in relation to the Application Form, Applicants may refer to the relevant section of GID and UPI
Circular.

APPLICANT SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE
APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF THE STOCK
EXCHANGE BY THE BROKERS DO NOT MATCH WITH PAN, THE DP ID AND CLIENT ID AVAILABLE IN THE
DEPOSITORY DATABASE, THE APPLICATION FORM IS LIABLE TO BE REJECTED.

Names of entities responsible for finalizing the basis of allotment in a fair and proper manner
The authorised employees of the Stock Exchange, along with the LM and the Registrar, shall ensure that the Basis of
Allotment is finalized in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations.

Completion of Formalities for Listing & Commencement of Trading

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges are taken within 3 (Three) Working Days of the Issue Closing Date. The Registrar to the
Issue may dispatch the Allotment Advice within 3 (Three) Working Days of the Issue Closing Date.

SIGNING OF UNDERWRITING AGREEMENT AND FILING OF PROSPECTUS WITH ROC

a) The issue is 100% underwritten. Our company has entered into an Underwriting Agreement dated June 09, 2025, with
Lead Manager. For Further information, please refer section “General Information” beginning from page no 50 of this
prospectus.
b) A copy of prospectus will be filled with the ROC in terms of Section 26 & 32 of Companies Act, 2013.

UNDERTAKINGS BY OUR COMPANY

We undertake as follows:
1) That the complaints received in respect of the Issue shall be attended to by us expeditiously and satisfactorily;
2) That all steps will be taken for the completion of the necessary formalities for listing and commencement of trading at
the Stock Exchange where the Equity Shares are proposed to be listed within 3 (Three) Working days of Issue Closing
Date.
3) That the funds required for making refunds/unblocking to unsuccessful applicants as per the mode(s) disclosed shall
be made available to the registrar to the issue by the issuer.
4) That where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the
applicant within the specified period of closure of the issue giving details of the bank where refunds shall be credited
along with amount and expected date of electronic credit of refund.
5) That the promoters’ contribution in full, wherever required, shall be brought in advance before the Issue opens for
public subscription and the balance, if any, shall be brought on a pro rata basis before the calls are made on public in
accordance with applicable provisions in these regulations.
6) That no further issue of securities shall be made till the securities offered through the prospectus are listed or till the
application monies are refunded on account of non-listing, under subscription, etc., other than as disclosed in
accordance with Regulation 19.
7) That adequate arrangements shall be made to collect all Applications Supported by Blocked Amount and to consider
them similar to non-ASBA applications while finalizing the basis of allotment.
8) That if the Company do not proceed with the Issue, the reason thereof shall be given as a public notice to be issued by
our Company within two days of the Issue Closing Date. The public notice shall be issued in the same newspapers
where the pre- Issue advertisements were published. The stock exchange on which the Equity Shares are proposed to
be listed shall also be informed promptly;
9) That if the Company withdraws the Issue after the Issue Closing Date, our Company shall be required to file a fresh
offer document with the ROC/ SEBI, in the event our Company subsequently decides to proceed with the Issuer;

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UTILIZATION OF ISSUE PROCEEDS

The Board of Directors of our Company certifies that:

1) All monies received out of the Issue shall be credited/ transferred to a separate bank account other than the bank account
referred to in sub section (3) of Section 40 of the Companies Act, 2013;
2) Details of all monies utilized out of the Issue referred above shall be disclosed and continue to be disclosed till the time
any part of the issue proceeds remains unutilized, under an appropriate head in our balance sheet of our company
indicating the purpose for which such monies have been utilized;
3) Details of all unutilized monies out of the Issue, if any shall be disclosed under the appropriate separate head in the
balance sheet of our company indicating the form in which such unutilized monies have been invested.
4) The utilisation of monies received under the Promoters’ contribution shall be disclosed, and continue to be disclosed
till the time any part of the Issue Proceeds remains unutilised, under an appropriate head in the balance sheet of our
Company indicating the purpose for which such monies have been utilised;
5) The details of all unutilised monies out of the funds received under the Promoters’ contribution shall be disclosed under
a separate head in the balance sheet of our Company indicating the form in which such unutilised monies have been
invested.

EQUITY SHARES IN DEMATERIALIZED FORM WITH NSDL OR CDSL

To enable all shareholders of our Company to have their shareholding in electronic form, the Company had signed the
following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:

a) Agreement dated February 06, 2024 between NSDL, the Company and the Registrar to the Issue;
b) Agreement dated February 12, 2024 between CDSL, the Company and the Registrar to the Issue;

The Company's equity shares bear an ISIN No. “INE0TBQ01014”.

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RESTRICTIONS OF FOREIGN OWNERSHIP OF INDIAN SECURITIES

There are two routes through which foreign investors may invest in India. One is the “automatic route”, where no government
approval is required under Indian foreign exchange laws to make an investment as long as it is within prescribed thresholds
for the relevant sector. The other route is the “government route”, where an approval is required under foreign exchange
laws from the relevant industry regulator, prior to the investment.

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991, of the Government of India and
FEMA. While the Industrial Policy, 1991, of the Government of India, 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. The Union Cabinet, as provided in the Cabinet Press Release dated May 24, 2017, has
given its approval for phasing out the FIPB. Under the Industrial Policy, 1991, 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. Accordingly, the process
for foreign direct investment (“FDI”) and approval from the Government of India will now be handled by the concerned
ministries or departments, in consultation with the Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry, Government of India (formerly known as the Department of Industrial Policy and Promotion)
(“DPIIT”), Ministry of Finance, Department of Economic Affairs, FIPB section, through a memorandum dated June 5, 2017,
has notified the specific ministries handling relevant sectors.

The Government has, from time to time, made policy pronouncements on FDI through press notes and press releases. The
DPIIT issued the Consolidated FDI Policy Circular of 2020 (“FDI Policy”) by way of circular bearing number DPIIT file
number 5(2)/2020-FDI Policy dated October 15, 2020, which with effect from October 15, 2020, consolidates and supersedes
all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect as on
October 15, 2020. The Government of India has from time to time made policy pronouncements on FDI through press notes
and press releases which are notified by RBI as amendments to FEMA. In case of any conflict between FEMA and such
policy pronouncements, FEMA prevails.

RBI has also issued Master Direction- Foreign Investment in India dated January 4, 2018. In terms of the Master Direction,
an Indian company may issue fresh shares to persons resident outside India (who are eligible to make investments in India,
for which eligibility criteria are as prescribed). Such fresh issue of shares shall be subject to inter-alia, the pricing guidelines
prescribed under the Master Directions.

The RBI, in exercise of its power under the FEMA, has also notified the Foreign Exchange Management (Transfer or Issue
of Security by a Person Resident outside India) Regulations, 2017 to prohibit, restrict or regulate, transfer by or issue security
to a person resident outside India.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United
States, except pursuant to 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 only outside
the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws
of the jurisdiction where those offers, and sale occur. The Equity Shares have not been and will not be registered, listed or
otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Applications may not be made
by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Applicants. Our Company and the Lead Manager are not liable for any
amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this Prospectus.
Applicants are advised to consult their legal counsel, to make their independent investigations and ensure that Applications
are not in violation of laws or regulations applicable to them and do not exceed the applicable limits under the laws and
regulations.

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DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION

THE COMPANIES ACT 2013

(COMPANY LIMITED BY SHARES)

TABLE - F

ARTICLES OF ASSOCIATION
OF
MARC LOIRE FASHIONS LIMITED

Preliminary

*1. Subject as hereinafter provided the Regulations contained in Table ‘F’ in Schedule I to the Companies Act, 2013 shall
apply to the Company.

Interpretation

I. 1. In these regulations—

(a) “The Act” means the Companies Act, 2013,

(b) “The Seal” means the common seal of the company.
(c) “The Year” means 1st April to 31st March respectively.

2. Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as
in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the
company.

Public Company

3. As per Section 2(71) of the Companies Act,2013 “Public company” means a company which—
a) Is not a Private Company
Provided that a Company which is a subsidiary of a Company, not being a Private Company, shall be deemed to be a Public
Company for the purpose of this Act even where such Subsidiary Company continues to be a Private Company in its articles;

Share capital and variation of rights

II. 1. Subject to the provisions of the Act and these Articles, the shares capital of the company shall be under the control of
the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and
on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit.
Further, provided that the option or right to call of shares shall not be given to any person except with the sanction of the
Company in general meeting.

2. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two
months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the
application for the registration of transfer or transmission or within such other period as the conditions of issue shall be
provided-
(a) one certificate for all his shares without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate
after the first.

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(ii) The Company agrees to issue certificates within fifteen days of the date of lodgement of transfer, sub-division,
consolidation, renewal, exchange or endorsement of calls/allotment monies or to issue within fifteen days of
such lodgement for transfer, Pucca Transfer Receipts in denominations corresponding to the market units of
trading autographically signed by a responsible official of the Company and bearing an endorsement that the
transfer has been duly approved by the Directors or that no such approval is necessary;

(iii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up
thereon.

(iv) In respect of any 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 for a share to one of several joint holders shall be sufficient
delivery to all such holders.

3. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back 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 the execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given.
Every certificate under this Article shall be issued on payment of twenty rupees for each certificate.

(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company.

4. Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the
company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except
only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute
right to the entirety thereof in the registered holder.

5. (i) The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40, provided
that the rate per cent. or the amount of the commission paid or agreed to be paid shall be disclosed in the manner
required by that section and rules made thereunder.

(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-
section (6) of section 40.

(iii)The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in
one way and partly in the other.

6. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48, and
whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of
the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders
of the shares of that class.

(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued
shares of the class in question.

7. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless
otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or
issue of further shares ranking pari passu therewith

8. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued
on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the
shares may, by special resolution, determine.

9. Where at any time Company having Share Capital proposes to increase its subscribed capital by the issue of further
Shares, such shares shall be offered in compliance with the relevant provisions of the Companies Act, 2013 and any
other applicable law.

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10. Dematerialisation of Shares

I. Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise its shares,
debentures and other securities and to offer any shares, debentures or other securities proposed to be issued by it
for subscription in a dematerialized form and on the same being done, the Company shall further be entitled to
maintain a Register of Members/ Debenture holders/ other security holders with the details of members/debenture
holders/ other securities both in materialized and dematerialized form in any medium as permitted by the Act.

II. Every person subscribing to or holding securities of the Company shall have the option to receive security
certificates or to hold the securities in electronic form with a Depository. If a person opts to hold his security with
a Depository, the Company shall intimate such Depository the details of allotment of the security, and on receipt
of the information, the Depository shall enter in its records the name of the allottee as the Beneficial Owner of the
Security.

III. Save as herein otherwise provided, the Company shall be entitled to treat the person whose name appears as the
beneficial owner of the shares, debentures and other securities in the records of the Depository as the absolute
owner thereof as regards receipt of dividends or bonus on shares, interest/premium on debentures and other
securities and repayment thereof or for service of notices and all or any other matters connected with the Company
and accordingly the Company shall not (except as ordered by the Court of competent jurisdiction or as by law
required and except as aforesaid) be bound to recognise any benami trust or equity or equitable, contingent or other
claim to or interest in such shares, debentures or other securities as the case may be, on the part of any other person
whether or not it shall have express or implied notice thereof.

IV. In the case of transfer of shares, debentures or other securities where the Company has not issued any certificates
and where such shares, debentures or other securities are being held in an electronic and fungible form, the
provisions of the Depositories Act, shall apply.
Provided that in respect of the shares and securities held by the depository on behalf of a beneficial owner,
provisions of Section 9 and any other applicable section as amended of the Depositories Act shall apply so far as
applicable.

V. 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 the bye-laws of the Depository and
the Company on that behalf.

VI. 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 electronic
form so far as they apply to shares in physical form subject however to the provisions of the Depositories Act.

Lien

11. (i) The company shall have a first and paramount lien—

(a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at
a fixed time, in respect of that share; and

(b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently
payable by him or his estate to the company:

Provided that the Board of Directors may at any time declare any share to be wholly or in part exempt from the
provisions of this clause.

Every fully paid shares shall be free from all lien and that in the case of partly paid shares the issuer’s lien shall be
restricted to moneys called or payable at fixed time in respect of such shares.

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(ii) The company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to
time in respect of such shares.

12. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien:
Provided that no sale shall be made—

(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of fourteen 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.

13. (i) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser
thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.
(iii) 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.

14. (i) The proceeds of the 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.

(ii) The residue, if any, shall, subject to a 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.

Calls on shares

15. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares
(whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment
thereof made payable at fixed times:

Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month
from the date fixed for the payment of the last preceding call.

(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of
payment, pay to the company, at the time or times and place so specified, the amount called on his shares.

(iii) A call may be revoked or postponed at the discretion of the Board.

16. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was
passed and may be required to be paid in installments.

17. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

18. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from
whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual
payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine.

(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.

19. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on
account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be
deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.

(ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest
and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made
and notified.

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20. The Board—

(a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled
and unpaid upon any shares held by him; and

(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently
payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct,
twelve per cent. per annum, as may be agreed upon between the Board and the member paying the sum in advance.

Transfer of shares

21. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor
and transferee.
(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the
register of members in respect thereof.

22. The Board may, subject to the right of appeal conferred by section 58 decline to register—
(a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(b) any transfer of shares on which the company has a lien.
(c) Provided however that the Company will not decline to register or acknowledge any transfer of shares 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.
(d) The common form of transfer shall be used by the Company.

23. The Board may decline to recognise any instrument of transfer unless—
(a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56;

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence
as the Board may reasonably require to show the right of the transferor to make the transfer; and

(c) the instrument of transfer is in respect of only one class of shares.

24. On giving not less than seven days’ previous notice in accordance with section 91 and rules made thereunder, the
registration of transfers may be suspended at such times and for such periods as the Board may from time to time
determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more than
forty-five days in the aggregate in any year.

Transmission of shares

25. (i). On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or
nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the company as
having any title to his interest in the shares.

(ii). Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share
which had been jointly held by him with other persons.

26. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such
evidence being produced as may from time to time properly be required by the Board and subject as hereinafter
provided, elect, either—

(a) to be registered himself as holder of the share; or

(b) to make such transfer of the share as the deceased or insolvent member could have made.

(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the
deceased or insolvent member had transferred the share before his death or insolvency.

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27. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or
send to the company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the
share.

(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or
insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.

28. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same
dividends and other advantages to which he would be entitled if he were the registered holder of the share, except
that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise
any right conferred by membership in relation to meetings of the company:

Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered
himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements
of the notice have been complied with.

Forfeiture of shares

29. If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the Board may,
at any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him
requiring payment of so much of the call or installment as is unpaid, together with any interest which may have
accrued.

30. The notice aforesaid shall—

(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or
before which the payment required by the notice is to be made; and

(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was
made shall be liable to be forfeited.

31. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has
been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a
resolution of the Board to that effect.

32. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks
fit.

(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks
fit.

33. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall,
notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were
presently payable by him to the company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such
monies in respect of the shares.

34. (i) A duly verified declaration in writing that the Declarant is a director, the manager or the secretary, of the company,
and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive
evidence of the facts therein stated as against all persons claiming to be entitled to the share.

(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may
execute a transfer of the share in favour of the person to whom the share is sold or disposed of.

(iii) The transferee shall thereupon be registered as the holder of the share.

(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to
the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.

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35. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the
terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by
way of premium, as if the same had been payable by virtue of a call duly made and notified.

Alteration of capital

36. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided
into shares of such amount, as may be specified in the resolution.

37. Subject to the provisions of section 61, the company may, by ordinary resolution,—

(a) consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares;

(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any
denomination;

(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum;

(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be
taken by any person.

38. Where shares are converted into stock,—

(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same
regulations under which, the shares from which the stock arose might before the conversion have been transferred,
or as near thereto as circumstances admit:

Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that
such minimum shall not exceed the nominal amount of the shares from which the stock arose.

(b) 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 privilege or advantage (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.

(c) such of the regulations of the company 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.

39. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and
consent required by law—

(a) its share capital;

(b) any capital redemption reserve account; or
(c) any share premium account.

Capitalization of Profit

40. (i) The company in general meeting may, upon the recommendation of the Board, resolve—

(a) that it is desirable to capitalise 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 profit and loss account, or otherwise available for distribution;

(b) that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the members
who would have been entitled thereto, if distributed by way of dividend and in the same proportions.

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(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii),
either in or towards—

(A) paying up any amounts for the time being unpaid on any shares held by such members respectively;

(B) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up, to and
amongst such members in the proportions aforesaid;

(C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);

(D) A securities premium account and a capital redemption reserve account may, for the purposes of this regulation, be
applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares;

(E) The board shall give effect to the resolution passed by the company in pursuance of this regulation

41. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—

(a) make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all allotments
and issues of fully paid shares if any; and(b) generally do all acts and things required to give effect thereto.

(ii) The Board shall have power—

(a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit,
for the case of shares becoming distributable infractions; and

(b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the company
providing for the allotment to them respectively, credited as fully paid-up, of any further shares to which they may be
entitled upon such capitalization, or as the case may require, for the payment by the company on their behalf, by the
application thereto of their respective proportions of profits resolved to be capitalized, of the amount or any part of the
amounts remaining unpaid on their existing shares;

(iii) Any agreement made under such authority shall be effective and binding on such members.

(iv) Capital paid-up in advance of calls on any share may carry interest but shall not in respect thereof confer a right
to dividend or to participate in profits.
Buy-back of shares

42. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other
applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or
other specified securities.

General meetings

43. All general meetings other than annual general meeting shall be called extra-ordinary general meeting.

44. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.

(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any
director or any two members of the company may call an extraordinary general meeting in the same manner, as
nearly as possible, as that in which such a meeting may be called by the Board.

Proceedings at general meetings

45. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when
the meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103.
46. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.

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47. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the
meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members
to be Chairperson of the meeting.

48. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after
the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson
of the meeting.

Adjournment of meeting

49. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by
the meeting, adjourn the meeting from time to time and from place to place.

(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.

(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the
case of an original meeting.

(iv) 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.
Voting rights

50. Subject to any rights or restrictions for the time being attached to any class or classes of shares—
(a) on a show of hands, every member present in person shall have one vote; and

(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of
the company.

51. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote
only once.

52. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other joint holders.

(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of
members.

53. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in
lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such
committee or guardian may, on a poll, vote by proxy.

54. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of
the poll.

55. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him
in respect of shares in the company have been paid.

56. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which
the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all
purposes.

(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall
be final and conclusive.

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Proxy

57. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a
notarized copy of that power or authority, shall be deposited at the registered office of the company not less than 48
hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument
proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll;
and in default the instrument of proxy shall not be treated as valid.

58. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.

59. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous
death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the shares in respect of which the proxy is given:

Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the
company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.

Board of Directors

60. The number of directors and the names of the first directors shall be determined in writing by the subscribers of the
memorandum or a majority of them.
The First Directors of the Company are:
1. Jitin Goel
2. Shaina Malhotra
3. Roli Gupta

61. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from
day-to-day.
(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all
travelling, hotel and other expenses properly incurred by them—

(a) in attending and returning from meetings of the Board of Directors or any committee thereof or general
meetings of the company; or

(b) in connection with the business of the company.

62. The Board may pay all expenses incurred in getting up and registering the company.

63. The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register;
and the Board may (subject to the provisions of that section) make and vary such regulations as it may think fit
respecting the keeping of any such register.

64. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts
for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may
be, by such person and in such manner as the Board shall from time to time by resolution determine.

65. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be
kept for that purpose.

66. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint
a person as an additional director, provided the number of the directors and additional directors together shall not at any
time exceed the maximum strength fixed for the Board by the articles.

(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be
eligible for appointment by the company as a director at that meeting subject to the provisions of the Act.

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67. MANAGING DIRECTOR(S)/WHOLE TIME DIRECTOR(S)/KEY MANAGERIAL PERSONNEL

The Managing Director or Whole Time Director shall be appointed in compliance with the provisions of Companies Act,
2013 and any other applicable law in force.

68. Powers and duties of Managing Director or whole-time Director

The Managing Director/Whole-time Director shall be subject to the supervision, control and direction of the Board and
subject to the provisions of the Act, exercise such powers as are exercisable under these presents by the Board of Directors,
as they may think fit and confer such power for such time and to be exercised as they may think expedient and they may
confer such power either collaterally with or to the exclusion of any such substitution for all or any of the powers of the
Board of Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any such powers. The
Managing Directors/whole-time Directors may exercise all the powers entrusted to them by the Board of Directors in
accordance with the Board's direction.

Proceedings of the Board

69. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it
thinks fit.

(ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of
the Board.

70. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by
a majority of votes.

(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.

71. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is
reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for
the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the
company, but for no other purpose.

72. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the
time appointed for holding the meeting, the directors present may choose one of their number to be Chairperson of the
meeting.

73. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of
such member or members of its body as it thinks fit.

(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may
be imposed on it by the Board

74. (i) A committee may elect a Chairperson of its meetings.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the
time appointed for holding the meeting, the members present may choose one of their members to be Chairperson of
the meeting.

75. (i) A committee may meet and adjourn as it thinks fit.

(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present,
and in case of an equality of votes, the Chairperson shall have a second or casting vote.

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76. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more
of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if
every such director or such person had been duly appointed and was qualified to be a director.

77. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or
of a committee thereof, for the time being, entitled to receive notice of a meeting of the Board or committee, shall be
valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.

Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer

78. Subject to the provisions of the Act,—

a. A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for
such term, at such remuneration and upon such conditions as it may think fit; and any chief executive officer,
manager, company secretary or the chief financial officer so appointed may be removed by means of a resolution of
the Board;

b. A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.

79. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief
executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by
or to the same person acting both as director and as, or in place of, chief executive officer, manager, company
secretary or chief financial officer.

The Seal

80. (i) The Board shall provide for the safe custody of the seal

(ii) 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
directors and of the secretary or such other person as the Board may appoint for the purpose; and those two
directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company
is so affixed in their presence.

Dividends and Reserve

81. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended
by the Board.

82. Subject to the provisions of section 123, the Board may from time to time pay to the members such interim
dividends as appear to it to be justified by the profits of the company.

83. (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it
thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which
the profits of the company may be properly applied, including provision for meeting contingencies or for equalising
dividends; and pending such application, may, at the like discretion, either be employed in the business of the
company or be invested in such investments (other than shares of the company) as the Board may, from time to time,
thinks fit.

(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting
them aside as a reserve.

84. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be
declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is
paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and
paid according to the amounts of the shares.

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(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation
as paid on the share.

(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 share is issued on
terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

85. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by
him to the company on account of calls or otherwise in relation to the shares of the company.

86. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant
sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address
of that one of the joint holders who is first named on the register of members, or to such person and to such address as the
holder or joint holders may in writing direct.

87. (ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.

88. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies
payable in respect of such share.

89. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner
mentioned in the Act.

90. No dividend shall bear interest against the company.

Provided however that no amount outstanding as unclaimed dividends shall be forfeited unless the claim becomes
barred by law.
Accounts

91. (i) The Board shall from time to time determine whether and to what extent and at what times and places and under
what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the
inspection of members not being directors.

(ii) No member (not being a director) shall have any right of inspecting any account or book or document of the
company except as conferred by law or authorised by the Board or by the company in general meeting.
Winding up

92. Subject to the provisions of Chapter XX of the Act and rules made thereunder—

a. 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 members, 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.

b. 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 members or different classes
of members.
c. 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 member shall be compelled to accept any
shares or other securities whereon there is any liability.

Indemnity

93. Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by him
in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is
acquitted or in which relief is granted to him by the court or the Tribunal.

*1 (Adoption of Articles of Association vide resolution passed at the Extra Ordinary General Meeting dated 19 th April,
2024).

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we, the several persons, whose names & addresses and descriptions are hereunder subscribed, are desirous of being formed
into a Company in pursuance of this Memorandum of Association:-

Names, Addresses, Number of Names, Addresses, Descriptions, Occupation

Descriptions of the Subscribers Equity shares & Membership No of Witnesses
taken by each
Subscriber

RU. 158 PITAM PURA, DELHI-110034

JITIN GOEL 3,340

Chartered Accountant M.N. 082247

Witness to all the Signatories
S/o. S.N. GOEL (Three Thousand

S/o. Shri Shiv Prakash

D-42, R.P. BAGH Three Hundred

S. K. MAHAJAN
DELHI-110007 and Forty Only)
Occupation- Business

SHAINA MALHOTRA 3,330

D/o. Ashwani Kumar Malhotra (Three Thousand
75B Mathura Colony, Near Mandir, Three Hundred
Rajpura Road, Patiala and Thirty Only)
Occupation- Business

ROLI GUPTA 3,330

D/o. Mr. Sudhir Gupta (Three Thousand
H. No. 329, Urban Estate Three Hundred
Sec 13, Kurukshetra, Haryana and Thirty Only)
Occupation- Business

Total 10,000
(Ten Thousand)
Dated at Delhi this 5th day of March, 2014.

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SECTION XII: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or
contracts entered into more than two (2) years before the date of the prospectus) which are or may be deemed material have
been entered or are to be entered into by our Company. These contracts, copies of which have been attached to the copy of
the prospectus delivered to the ROC for filing, and also the documents for inspection referred to hereunder, may be inspected
at our Registered Office at Plot No. 426/1, First Floor, Rani Khera Road, Village Mundaka, West Delhi, Delhi, India, 110041
between 10.00 a.m. to 5.00 p.m. (IST) on all working days and will also be available at the website of our company
https://marcloire.com from the date of the prospectus until issue closing date.

A. MATERIAL CONTRACTS TO THE ISSUE

1. Issue Agreement dated November 15, 2024 entered into among our Company and the Lead Manager.

2. Agreement dated November 15, 2024 entered into among our Company and the Registrar to the Issue.

3. Tripartite Agreement dated February 06, 2024 entered into among our Company, NSDL and the Registrar to the Issue.

4. Tripartite Agreement dated February 12, 2024 entered into among our Company, CDSL and the Registrar to the Issue.

5. Market Making Agreement dated June 09, 2025 between our Company, the Lead Manager and the Market Maker.

6. Underwriting Agreement dated June 09, 2025 between our Company and the Lead Manager.

7. Banker to the Issue Agreement May 20, 2025 among our Company, the Lead Manager, Banker to the Issue and the
Registrar to the Issue.

B. MATERIAL DOCUMENTS

1. Certified copies of the Memorandum of Association and Articles of Association of our Company.

2. Certificate of Incorporations of our Company dated March 11, 2014 and July 18, 2024 issued by Registrar of Companies,
National Capital of Territory of Delhi and Haryana and Central Processing Centre respectively.

3. Resolution of the Board of Directors of our Company and Equity Shareholders of our Company dated October 16, 2024
and November 11, 2024 respectively, authorizing the Issue and other related matters.

4. Copies of Audited Financial Statements of our Company for the financial years ended March 31, 2025, March 31, 2024
and March 31, 2023.

5. Peer Review Auditors Report dated May 22, 2025 on Restated Financial Statements of our Company for the financial
years ended March 31, 2025, March 31, 2024 and March 31, 2023.

6. Copy of Statement of tax benefits dated May 22, 2025, from the Statutory Auditor included in this prospectus.

7. Consents of Promoters, Directors, Company Secretary & Compliance Officer, Chief Financial Officer, Statutory
Auditor, Peer Review Auditor, Legal Advisor to the Issue, Banker to the Issue & Sponsor Bank, Lead Manager, Registrar
to the Issue, Underwriter and Market Maker to include their names in the prospectus to act in their respective capacities.

8. Certificate on KPI’s issued by the Statutory Auditor M/s. S P M G & Company, Chartered Accountants, vide their
certificate dated May 22, 2025.

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9. In-principle listing approval dated March 11, 2025 from BSE Limited for listing the Equity Shares on the SME Platform
of BSE Limited.

10. Due Diligence certificate dated June 21, 2025 submitted to SEBI after filing the prospectus with ROC.

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
with the provisions contained in the Companies Act and other relevant statutes.

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and
no statement made in this prospectus is contrary to the provisions of the Companies Act, the Securities Contracts (Regulation)
Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY:

Sd/-

____________________________________
Arvind Kamboj
Managing Director & Chairman
DIN: 09624208

Date: June 21, 2025

Place: Delhi

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and
no statement made in this prospectus is contrary to the provisions of the Companies Act, the Securities Contracts (Regulation)
Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY:

Sd/-

____________________________________
Shaina Malhotra
Whole Time Director
DIN: 06809352

Date: June 21, 2025

Place: Delhi

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and
no statement made in this prospectus is contrary to the provisions of the Companies Act, the Securities Contracts (Regulation)
Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY:

Sd/-

____________________________________
Atul Malhotra
Non-Executive Director
DIN: 07814724

Date: June 21, 2025

Place: Delhi

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and
no statement made in this prospectus is contrary to the provisions of the Companies Act, the Securities Contracts (Regulation)
Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY:

Sd/-

____________________________________
Rojina Thapa
Independent Director
DIN: 10362834

Date: June 21, 2025

Place: Delhi

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and
no statement made in this prospectus is contrary to the provisions of the Companies Act, the Securities Contracts (Regulation)
Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY:

Sd/-

____________________________________
Saurabh Shashwat
Independent Director
DIN: 10074130

Date: June 21, 2025

Place: Delhi

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and
no statement made in this prospectus is contrary to the provisions of the Companies Act, the Securities Contracts (Regulation)
Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY:

Sd/-

____________________________________
Rachit Choudhary
Chief Financial Officer

Date: June 21, 2025

Place: Delhi

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and
no statement made in this prospectus is contrary to the provisions of the Companies Act, the Securities Contracts (Regulation)
Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this prospectus are true and correct.

SIGNED BY THE COMPANY SECRETARY & COMPLIANCE OFFICER OF OUR COMPANY:

Sd/-

____________________________________
Vasant Kuber Soni
Company Secretary & Compliance Officer

Date: June 21, 2025

Place: Delhi

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