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Acetech E-Commerce Ltd Management Discussions

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Acetech E-Commerce Ltd Share Price Management Discussions

You should read the following discussion of our financial condition and results of operations together with our Restated Financial Information which have been included in this Draft Red Herring Prospectus. The following discussion and analysis of our financial condition and results of operations is based on our Restated Financial Information for the financial years ended March 31, 2025, 2024 and 2023 including the related notes and reports, included in this Draft Red Herring Prospectus prepared in accordance with requirements of the Companies Act, 2013 and restated in accordance with the SEBI (ICDR) Regulations 2018, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Financial Statements, as restated have been derived from our audited financial statements for the respective period and years. Accordingly, the degree to which our Restated Financial Information will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level of familiarity with Ind AS, Companies Act, SEBI Regulations and other relevant accounting practices in India.

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 theseforward-looking statements as a result of certain factors such as those described under “Risk Factors” and “Forward Looking Statements”

Our Financial Year ends on March 31 of each year. Accordingly, all references to a particular Financial Year are to the 12 months period ended on March 31 of that year.

BUSINESS OVERVIEW

Our Company was originally incorporated as a Limited Liability Partnership under the provisions of the Limited Liability Partnership Act, 2008, pursuant to a Certificate of Incorporation issued by the Registrar of Companies, Mumbai, dated December 04, 2014, under the name “Acetech Ventures LLP” bearing LLPIN: AAD-0110. The Company was converted into a Public Limited Company, and its name was changed to “Acetech Ventures Limited” by a special resolution passed on January 30, 2024. A fresh certificate of incorporation consequent upon conversion was issued on February 21, 2024, by the Registrar of Companies, Mumbai. Subsequently, the name of the Company was changed from “Acetech Ventures Limited” to “Acetech E-Commerce Limited” with effect from November 25, 2024, pursuant to a Certificate of Incorporation on change of name issued by the Registrar of Companies.

Incorporated in 2014, Acetech Ventures LLP is to carry on the business of purchasing, selling, distributing, trading, acting as an agent, franchising, collaborating, exporting, merchandising, designing, packaging and dealing with all kinds of products, goods, commodities, merchandise accessories and equipment, wellness products and equipment and any other human centric products on the Companys online portals or websites as well as through ecommerce, e-commerce internet, intranet, stores, stalls or kiosks set up across India or abroad or in any other manner.

Acetech E-Commerce Limited (formerly known as Acetech Ventures Limited) is engaged in the e-commerce business with a focus on drop shipping, teleshopping, and direct-to-consumer strategies. Originally incorporated as a limited liability partnership, the Company was restructured into a public limited company in 2024 and has since developed capabilities in e-commerce management, warehousing, and global selling solutions. Acetech distributes products through major online platforms such as Naaptol, Shop101, and GlowRoad, as well as through its own dedicated portals. The Companys business model is centred on identifying innovative and trending products, sourcing them from manufacturers and traders worldwide, and marketing them through digital channels. Its core strength lies in anticipating consumer demand by curating products with strong market potential, thereby enabling profitability and growth. Our range of activities includes the following:

> Product Research and Identification

> Sourcing and Procurement

> Warehousing and Fulfilment

> E-Commerce Platform Management

> Marketing and Advertising

> Global Selling and Cross-Border Expansion

For more details kindly refer our chapter titled “Our Business” on page 129 this Draft Red Herring Prospectus. SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR

In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this Draft Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the previous twelve months except:

> The paid-up capital of the company was increased by allotment of 30,03,335 fully paid-up equity shares of the company at an issue price of ? 12.00 each including premium of ? 2.00 each by way of right issue in the ratio 1:3 (i.e. 1 equity share against 3 equity share held) vide board resolution dated April 08, 2025.

> The Board of our Company has approved to raise funds through initial public offering in the Board meeting held on July 25, 2025.

> The members of our Company approved proposal of Board of Directors to raise funds through initial public offering in the extra ordinary general meeting held on August 20, 2025.

KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS

1. Product Sourcing & Supplier Relationships- The consistency and reliability of manufacturers or traders play a crucial role in ensuring the availability and quality of products.

2. Logistics & Warehousing - Efficient stock levels and accurate inventory management are key to preventing stockouts or overstock situations.

3. Market Trends & Consumer Behaviour - Consumer preferences and trends can shift quickly, and staying ahead of market demands is crucial for profitability.

4. Technology & E-Commerce Platform Performance- The performance of platforms (like Naaptol, Shop101, Glow Road, and exclusive portals) affects the shopping experience. Downtime or technical glitches can lead to lost sales.

5. Customer Service & Returns Management: Offering excellent customer service, including easy returns and exchanges, can build customer trust and loyalty.

6. Competition: Competing with other businesses on major platforms requires a strategic approach to pricing and product offerings.

7. Regulatory Environment: Adhering to tax laws, customs duties, consumer protection laws, and data privacy regulations can impact operational efficiency and costs.

Our business is subjected to various risks and uncertainties, including those discussed in the section titled ‘Risk Factors beginning on page 40. Our results of operations and financial conditions are affected by numerous factors including the following:

KEY PERFORMANCE INDICATORS:

In evaluating our business, we consider and use certain key performance indicators that are presented below as Supplemental measures to review and assess our operating performance. The presentation of these key performance indicators are not intended to be considered in isolation or as a substitute for the Restated Financial Information included in this Draft Red Herring Prospectus. We present these key performance indicators because they are used by our management to evaluate our operating performance. Further, these key performance indicators may differ from the similar information used by other companies and due to non-availability of peers company comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to as measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation. A list of our KPIs for the Financial Years ended March 31, 2025, 2024 and 2023 is set out below:

Key Financials Indicators

(^ in Lakhs)

Particulars*

Restated Financial Statement

For the Financial year ended

March 31, 2025 March 31, 2024 March 31, 2023

Revenue from operations(1)

7,028.05 6,024.82 5,237.82

EBITDA(2)

934.24 664.09 241.60

EBITDA Margin %(3)

13.29% 11.02% 4.61%

PAT(4)

687.97 402.14 151.56

PAT Margin(5)

9.79% 6.67% 2.89%

Networth(6)

1,276.84 588.87 186.73

RoE %(7)

73.75% 103.70% 136.61%

RoCE% (8)

71.12% 78.38% 104.48%

A As certified by M/s PDMS and Co LLP, Chartered Accountants vide their certificate dated September 16, 2025.

Notes:

1. Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.

2. EBITDA is calculated as Profit before tax + Depreciation + Finance Costs - Other Income.

3. ‘EBITDA Margin is calculated as EBITDA divided by Revenue from Operations.

4. PAT means Profit After Tax as appearing in the Restated Financial Statements

5. ‘PAT Margin is calculated as PATfor the year divided by Revenue from Operations.

6. Net worth as defined under Regulation 2(1)(hh)of the SEBIICDR Regulations 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, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation

7. Return on Equity is ratio of Profit after Tax and Average Shareholder Equity

8. Return on Capital Employed is calculated as EBIT divided by Average capital employed, which is defined as shareholders equity plus total debt. Here, EBIT is calculated as Profit before tax + Finance Costs.

Key Operational Indicators

Particulars*

Restated Financial Statements

For the Financial year ended

March 31, 2025 March 31, 2024 March 31, 2023

Revenue from operations (1)

7,028.05 6,024.82 5,237.82

Number of Customers and Platforms (2)

782 700 337

Average Revenue from operations per customer and platforms (3=1/2)

8.99 8.61 15.54

Advertisement and Marketing Cost (4)

73.16 96.59 73.44

Advertisement & Marketing Cost as a % of Revenue (5=4/1)

1.04% 1.60% 1.40%

Employee Benefit Cost (6)

168.14 187.33 98.87

Number of Employees (Nos.) (7)

52 74 43

Average Employee Benefit Cost (8=6/7)

3.23 2.53 2.30

A As certified by by M/s PDMS and Co LLP, Chartered Accountants, by way of their certificate dated September 16, 2025.

C. Explanations for KPI Metrics

KPI

Explanation

Revenue from Operation

Revenue from Operations is used by our management to track the revenue profile o the business and in turn helps to assess the overall financial performance of ou Company and volume of our business in key verticals

EBITDA

EBITDA provides information regarding the operational efficiency of the business

EBITDA Margin (%)

EBITDA Margin (%) is an indicator of the operational profitability and financia performance of our business

PAT

Profit after tax provides information regarding the overall profitability of the business

PAT Margin (%)

PAT Margin (%) is an indicator of the overall profitability and financial performance of our business.

Net Worth

Net worth is used by the management to ascertain the total value created by the entity and provides a snapshot of current financial position of the entity.

RoE%

RoE provides how efficiently our Company generates profits from Shareholders Funds

RoCE%

ROCE provides how efficiently our Company generates earnings from the capita employed in the business.

Revenue from Operations

It includes the total income generated from the sale of products, services and other operating Income during the reporting period.

Number of Customers

Number of Customer helps to inspect the client base of the company to whom sale i! made during particular year/period.

Average Revenue Per Customer

It includes the average revenue earned per customer, serving as an indicator of pricing efficiency and product value.

Promotion and Marketing Cost

It includes Advertisement expenses, Promotion and Marketing Expenses.

Advertisement & Marketing Cos as a % of Revenue

It includes expenditure as a percentage of revenue reflecting company focus on brand building and expansion.

Employee Benefit Cost

It includes the total expenditure on employee benefits associated with the blinds manufacturing division, such as salaries, insurance, retirement contributions, ant other welfare expenses.

Number of Employees

It includes the total count of employees employed by the company throughout the year to generate the revenue.

Average Employee Benefit Cost

It includes the average cost of benefits per employee, derived by dividing the tota employee benefit expense by the number of employees.

SIGNIFICANT ACCOUNTING POLICIES Corporate Information:

1.1 Company Background

Our Company Acetech Ventures LLP was converted into a Public Limited Company incorporated in the state of Maharashtra under the Companies Act, 2013 in the name of Acetech Ventures Limited vide certificate of incorporation dated 21st February 2024, bearing Corporate Identity Number U47912MH2024PLC419702 and then name changed to Acetech Ecommerce Limited. Although due to operational procedures in the process of such conversion (primarily due to availment of GSTN), business in the newly formed company was commenced on 1st October 2024, (i.e. business was ceased to be continued in Acetech Ventures LLP on 30/09/2024). Therefore, numbers for period up to 30/09/2024 is taken from LLP and then from 01/10/2024 to 31/03/2025 from Company.

The company is mainly engaged in the business of trading of E-Commerce.

.The Company has two wholly owned subsidiary namely (1) CONCEPTIVE BRAINS PRIVATE LIMITED is a Private Limited Company incorporated under Companies act, 2013 on 29, December,2023, in the state of Maharashtra, having it registered office at 1234/C/1 To 1234/C6, Gala 201 To 206, 2 floor, Bldg B 5, Prithvi Complex, Kalher, Kalher, Thane, Bhiwandi, Maharashtra, India, 421302 with a main object of carry on the business of purchasing, selling, distributing, trading, acting as an agent, franchising, collaborating exporting, importing, merchandising, designing, packaging and dealing with all kinds of products, goods, commodities, merchandise, accessories (2) ACETECH VENTURES INC., its registered office in the state of Delaware is to be located at 3524 silverside Road Suite 35B, in the city of Wilmington, county of New castle, zip code -19810-4929.

1.2 Basis of preparation of financial statements

(a) The financial statements are prepared in accordance with Generally Accepted Accounting Principles (Indian GAAP) under the historical cost convention on accrual basis and on principles of going concern. The accounting policies are consistently applied by the Company.

(b) The financial statements are prepared to comply in all material respects with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and provisions of Companies Act, 2013.

(c) The preparation of the financial statements requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between the actual results and estimates are recognized in the period in which the results are known / materialize.

The Restated balance sheet has been prepared for consolidated of Acetech Ventures LLP and Acetech E-Commerce Limited for whole year 23-24 and 24-25.

The Restated balance sheet of financial year 2022-23 of Acetech Ventures LLP has been prepared considering as Acetech Ventures LLP as Public Limited Company.

The Balance sheet for year 2023-24 & 2024-25 are consolidate with following wholly owned subsidiary companies financial are:

I: 2023-24 Consolidated with Conceptive Brains Private Limited

II: 2024-25 Consolidated with Conceptive Brains Private Limited and Acetech Ventures INC

1.3 Revenue Recognition

(a) Revenue is recognized when significant risk and rewards of ownership of the goods have been passed to the buyer, and it is reasonable to expect ultimate collection. Sale is recognized net of GST and other taxes as the same is recovered from customers and passed on to the government.

(b) Sale of Services: Revenue from services rendered is recognised in Statement of Profit and Loss as the underlying services are performed and recognised net of GST.

(b)Interest is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

1.4 Property, Plant & Equipment and Intangible Assets & Depreciation

(a) The tangible items of property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses, if any, using the cost model as prescribed under Accounting Standard, AS-10 "Property, Plant & Equipment". Cost of an item of property, plant and equipment comprises of the purchase price, including import duties, if any, non-refundable purchase taxes, after deducting trade discounts and rebates, and costs that are directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

(b) Intangible assets are carried at cost less accumulated amortization and impairment losses, if any. The cost of an intangible assets comprises its purchase cost and any directly attributable expenditure on making the assets ready for its intended use and net of any trade discounts and rebates. Subsequently expenditure on an intangible asset after it generate future economic benefits in excess of its originally assessed standards of performance and such expenditure can be measured and attributed to the cost of the assets.

(c) Depreciation is calculated on pro rata basis on Written Down Value (WDV) based on estimated useful Life as prescribed under Part B of Schedule - II of the Companies Act, 2013.

1.5 Impairment of Assets

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the higher of the assets net selling price and value in use, which is determined by the present value of the estimated future cash flows. Reversal of impairment loss is recognized immediately as income in the statement of profit & Loss.

1.6 Investments

Investments classified as long-term investments are stated at cost. Provision is made to recognize any diminution other than temporary in the value of such investments. Current investments are carried at lower of cost and fair value.

1.7 Inventories

Inventories are valued at the lower of cost and net realizable value. Cost comprises all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. Cost of such inventories is determined on a FIFO (First-In, First-Out) basis.

1.8 Employee Benefits Employee Benefits:

(i) Short-term employee benefits

Short term employee benefits are recognised as an expense at the undiscounted amounted in the statement of Profit and loss for the year which includes benefits like salary, wages, bonus and are recognised as expenses in the period in which the employee renders the related service.

(ii) Post employment benefits:

Defined Contribution Plan

The Company has Defined Contribution Plans for Post employment benefits in the form of Provident Fund for all employees which are administered by Regional Provident Fund Commissioner. Provident Fund and Employee State Insurance are classified as defined contribution plans as the Company has no further obligation beyond making the contributions. The Companys contributions to Defined Contribution plans are charged to the Statement of Profit and Loss as and when incurred.

Defined benefit Plans

Unfunded Plan: The Company has a defined benefit plan for post-employment benefit in the form of Gratuity.

Liability for the above defined benefit plan is provided on the basis of valuation, as at the Balance Sheet date, carried out by an independent actuary. The actuarial method used for measuring the liability is the Projected Unit Credit method.

1.9 Borrowing Costs

(a) Borrowing costs that are directly attributable to the acquisition of qualifying assets are capitalized for the period until the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use.

(b) Other Borrowing costs are recognized as expense in the period in which they are incurred.

1.10 Taxes on Income

Tax expense comprises current tax and deferred tax charge or credit. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the provision contained under the Income Tax Act, 1961. Deferred tax is recognized, subject to consideration of prudence, on timing differences between taxable and accounting income which originates in one period and are capable of reversal in one or more subsequent periods (adjusted for reversals expected during tax holiday period). The tax effect is calculated on accumulated timing differences at the year-end based on tax rates and laws enacted or substantially enacted as of the balance sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is a reasonable certainty that the asset will be realized in future.

1.11 Earning per share (EPS)

(a) Basic earnings per share have been calculated by dividing the net profit/ loss for the period attributable to the equity shareholders by the weighted average number of equity shares outstanding during the period.

(b) Weighted average number of equity shares is the number of equity shares outstanding during the beginning of the reporting period, adjusted by the number of equity shares bought back or issued during the period multiplied by the number of days for which the specific shares are outstanding as a proportion of the total number of days in the period. Weighted average number of equity shares outstanding during the period is adjusted for events, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources.

(c) For the purpose of calculating diluted earnings per share, the net profit/ loss for the period attributable to the equity shareholders and the weighted average number of shares outstanding during the period have been adjusted for the effects of all dilutive potential equity shares.

(d) In case of issue of bonus shares, the basic and diluted EPS for all periods presented are adjusted to reflect the change in capital structure as if the bonus issue had occurred at the beginning of the earliest period presented.

1.12 Prior Period Items

Prior Period and Extraordinary items and Changes in Accounting Policies having material impact on the financial affairs of the Company are disclosed in financial statements.

1.13 Provisions/Contingencies

A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

1.14 Segment Reporting

(a) Business Segments:

Based on the guiding principles given in Accounting Standard 17 (AS - 17) on Segment Reporting issued by ICAI, the Company has only one reportable Business Segment, which is Sale of Goods and services relating to Medicines. Accordingly, the figures appearing in these financial statements relate to the Companys single Business Segment.

(b) Geographical Segments:

The Company activities / operations are confined to India and as such there is only one geographical segment. Accordingly, the figures appearing in these financial statements relate to the Companys single geographical segment.

1.15 Foreign Currency Transactions

(a) The Company is exposed to foreign currency transactions including foreign currency revenues and receivables. The company has not entered into any foreign exchange forward contracts and other derivative instruments to minimize the volatility arising from fluctuation in currency rates.

(b) Foreign exchange transactions are recorded using the exchange rates prevailing on the dates of the respective transactions. Exchange differences arising on foreign exchange transactions settled during the year are recognized in the statement of profit and loss for the year.

(c) Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the closing exchange rates on that date; the resultant exchange differences are recognized in the statement of profit and loss. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

1.16 Balance Confirmations

Balance of Debtors & Creditors & Loans & advances Taken & giving are subject to confirmation and subject to consequential adjustments, if any. Debtors & creditors balance has been shown separately and the advances received and paid from/to the parties is shown as advance from customer and advance to suppliers.

1.17 Regrouping

Previous years figures have been regrouped and reclassified wherever necessary to match with current year grouping and classification.

DISCUSSION ON BALANCE SHEET ITEMS

The following are the explanation of financial data from our Financial Statements as Restated Balance Sheet for the financial years ended on March 31, 2025, 2024 and 2023:

Particulars

As on March 31, 2025 As on March 31, 2024 As on March 31, 2023

Long-Term Borrowings

34.82 252.55 45.89

Short-Term Borrowings

14.54 3.98 3.70

Trade Payables

331.55 480.81 1519.53

Trade Receivables

1074.33 504.07 1074.64

Inventories

653.57 482.42 363.85

Short-Term Loans and Advances

117.12 56.55 33.54

COMPARISON OF FY 2024-25 WITH FY 2023-24

Long Term Borrowings

Our Long-Term Borrowings decreased by ? 217.73 Lakhs from ? 252.55 Lakhs for the financial year ended March 31,2024 to ? 34.82 Lakhs for the financial year ended March 31,2025 representing a significant decrease of 86.21%, such significant decrease is on account of full repayment of loan from directors.

Short Term Borrowings

Our Short-Term Borrowings increased by ? 10.56 Lakhs from ? 3.98 Lakhs for the financial year ended March 31,2024 to ? 14.54 Lakhs for the financial year ended March 31,2025 representing a increase of 265.33% due to increase in payment of current maturities.

Trade Receivables

Our Trade Receivables increased by ? 570.26 Lakhs from ? 504.07 Lakhs for the financial year ended March 31,2024 to ? 1,074.33 Lakhs for the financial year ended March 31,2025 representing an increase of 113.13%, such increase is on account of increase in revenue from operations.

Trade Payables

Our Trade Payables decreased by ? 149.25 Lakhs from ? 480.81 Lakhs for the financial year ended March 31,2024 to ? 331.55 Lakhs for the financial year ended March 31,2025 representing a decrease of 31.04%, such decrease is on account of payment made to creditors in order to reduce the interest cost.

Inventories

Our Inventory increased by ? 171.15 Lakhs from ? 482.42 Lakhs for the financial year ended March 31,2024 to ? 653.57 Lakhs for the financial year ended March 31,2025 representing an increase of 35.48%, such increase is on account of increase in purchase of stock-in-trade.

Loans and Advances given

Our loans and advances given increased by ? 60.57 Lakhs from ? 56.55 Lakhs for the financial year ended March 31,2024 to ? 117.12 Lakhs for the financial year ended March 31,2025 representing a increase of 107.12%, such significant increase is on account of increase in Advance to suppliers and staff.

COMPARISON OF FY 2023-2024 WITH FY 2022-23

Long Term Borrowings

Our Long-Term Borrowings increased by ? 206.66 Lakhs from ? 45.89 Lakhs for the financial year ended March 31,2023 to ? 252.55 Lakhs for the financial year ended March 31,2024 representing an increase of 450.35%, such significant increase is on account of addition of unsecured loan from Directors.

Short Term Borrowings

Our Short-Term Borrowings increased by ? 0.28 Lakhs from ? 3.70 Lakhs for the financial year ended March 31,2023 to ? 3.98 Lakhs for the financial year ended March 31,2024 representing an increase of 7.57%, this is on account of increase in payment of current maturities.

Trade Receivables

Our Trade Receivables decreased by ? 570.57 Lakhs from ? 1,074.64 Lakhs for the financial year ended March 31,2023 to ? 504.07 Lakhs for the financial year ended March 31,2024 representing a significant decrease of 53.09%.

Trade Payables

Our Trade Payables decreased by ? 1038.72 Lakhs from ? 1,519.53 Lakhs for the financial year ended March 31,2023 to ? 480.81 Lakhs for the financial year ended March 31,2024 representing an decrease of 68.36%.

Inventories

Our Inventory increased by ? 118.58 Lakhs from ? 363.85 Lakhs for the financial year ended March 31,2023 to ? 482.42 Lakhs for the financial year ended March 31,2024 representing an increase of 32.59%, such increase is on account of increase in purchase of stock-in-trade.

Loans and Advances given

Our loans and advances given increased by ? 23.01 Lakhs from ? 33.54 Lakhs for the financial year ended March 31,2023 to ? 56.55 Lakhs for the financial year ended March 31,2024 representing increase of 68.60%.

DISCUSSION ON RESULT OF OPERATION

The following discussion on results of operations should be read in conjunction with the Restated Financial Results of our Company for the financial years ended on March 31, 2025, 2024 and 2023.

Results of Our Operations

The following table sets forth select financial data from our Financial Statements as Restated Profit and Loss for the financial years ended on March 31, 2025, 2024 and 2023 the components of which are also expressed as a percentage of total revenue for such periods:

Particulars

For The Year Ended

2025 % of Total Income 2024 % of Total Income 2023 % of Total Income

Revenue from operations

7,028.05 99.81% 6,024.82 99.95% 5,237.82 99.82%

Other income

13.08 0.19% 2.90 0.05% 9.70 0.18%

Total Income

7,041.14 100.00% 6,027.71 100.00% 5,247.52 100.00%

Expenses:

Cost of Materials Consumed

0.00 0.00% 0.00 0.00% 0.00 0.00%

Purchase of stock-in-trade

4,283.29 60.83% 2,191.2

6

36.35% 2,643.

23

50.37%

Change in Inventories of finished goods, stock in process & stock in trade

(171.15) (2.43%) (118.58

)

(1.97%) (228.4

1)

(4.35%)

Employee Benefit Expenses

168.14 2.39% 187.33 3.11% 98.87 1.88%

Finance Cost

2.61 0.04% 8.61 0.14% 1.30 0.02%

Depreciation and Amortization Expenses

4.09 0.06% 4.40 0.07% 4.39 0.08%

Other Expenses

1,813.54 25.76% 3,100.7

1

51.44% 2,482.

54

47.31%

Total Expenses

6,100.52 86.64% 5,373.7

4

89.15% 5,001.

92

95.32%

Profit before Exceptional Items

940.62 13.36% 653.97 10.85% 245.60 4.68%

Exceptional Items

0.00 0.00% 0.00 0.00% 0.00 0.00%

Profit/(Loss) before Tax

940.62 13.36% 653.97 10.85% 245.60 4.68%

Current Tax

252.49 3.59% 233.35 3.87% 87.22 1.66%

Earlier Tax Expense

0.00 0.00% 20.22 0.34% 8.76 0.17%

Deferred Tax

0.16 0.00% (1.74) (0.03%) (1.95) (0.04%)

Profit/(Loss) for the year

687.97 9.77% 402.14 6.67% 151.56 2.89%

Overview of Revenue & Expenditure

Our revenue and expenses are reported in the following manner:

Revenue from operations: Revenue from operations mainly consists of domestic sales.

Other Income: Other income primarily comprises of Interest Income, Incentive Income, Discount received, Miscellaneous Income and Gain on investments.

Total Expenses: Total expenses consist of operating cost like cost of material consumed, purchase of traded goods change in inventories of finished goods, employee benefits expense, finance costs, depreciation and amortization expenses and other expenses.

Change in inventories of finished goods: Change in inventories of finished goods comprises of increase/ (decrease) in stock of finished goods.

Employee benefits expense: Employee benefits expense primarily comprises of salaries, wages & benefits, staff welfare expenses, Contribution to provident & other funds, Gratuity expenses & professional tax payments

Finance Costs: Our finance cost includes Interest towards unsecured loans, term loan from banks other interest & other borrowing cost.

Depreciation and Amortization Expenses: Depreciation includes depreciation on property, plant and equipment.

Other Expenses: Other Expenses consists of audit fees, power & fuel, and other administrative expenses etc.

Tax Expenses: Income taxes are accounted for in accordance with Accounting Standard - 22 on “Accounting for Taxes on Income” (“AS-22”), prescribed under the Companies (Accounting Standards) Rules, 2006 as amended. Our Company provides for current tax as well as deferred tax, as applicable.

Provision for current taxes is made at the current tax rates after taking into consideration the benefits available to our Company under the provisions of the Income Tax Act, 1961.

Deferred tax arises from the timing differences between book profits and taxable profits that originate in one period and are capable of reversal in one or more subsequent periods and is measured using the tax rates and laws applicable as of the date of the financial statements. Our Company provides for deferred tax asset / liability on such timing differences subject to prudent considerations in respect of deferred tax assets.

RESULTS OF OPERATIONS INFORMATION FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025, COMPARED WITH FINANCIAL YEAR ENDED MARCH 31, 2024

Particulars

For the year ended For the year ended Growth
31/03/2025 31/03/2024 (%)

Revenue from operations

7,028.05 6,024.82 16.65%

Other Income

13.08 2.90 351.85%

Total Income

7,041.14 6,027.71 16.81%

Expenses:

Purchases of stock-in-trade

4,283.29 2,191.26 95.47%

Changes in inventories of finished goods and work-in- progress

(171.15) (118.58) 44.34%

Employee benefits expense

168.14 187.33 (10.25%)

Finance costs

2.61 8.61 (69.70%)

Depreciation and amortisation expense

4.09 4.40 (7.03%)

Other expenses

1,813.54 3,100.71 (41.51%)

Total expenses

6,100.52 5,373.74 13.52%

Profit /(Loss) before tax (V-VI)

940.62 653.97 43.83%

Tax expense:

(a) Current tax expense

252.49 233.35 8.20%

(b) Earlier Tax Expense

0.00 20.22 (100.00%)

(c) Deferred Tax

0.16 (1.74) (109.05%)

Profit after tax for the year (VII-YIII)

687.97 402.14 71.08%

Particulars

Comments

Total Income

Our total income increased by 16.81% to ?7,041.14 lakhs for fiscal year 2025 from ?6,027.71 lakhs for fiscal 2024 due to major increase in sales in the year 2025.

Revenue from operations

Our revenue from operations in the year 2024 was ?6,024.82 which got increased to ?7,028.05 in FY 2025 which is approximately 16.65% increase. There was an increase in revenue because the products identified in this period experienced high demand.

Other Income

Other income was ?2.90 lakhs in 2024 which got increased to ?13.08 lakhs in 2025 which is approximately 351.85%. This is due to increase in other income like gain on sale of investment, incentive income, intertest income, miscellaneous income and interest on income tax refund.

Purchases of Stock in trade

The purchases of stock in trade were 2,191.26 in the year 2024 which got increased to 4,283.29 in the year 2025 which is approximately an increase of 95.47%. This is because the company made more purchase to cater the increase in sales.

Changes in inventories of finished goods and work- in- progress

The changes in inventories in the year 2024 was (^118.58) lakhs which got decreased to (?171.15) lakhs approximately 44.34% decrease. This is because the company the products which were in trend was there in the companys inventory.

Employee Benefit Expenses

The employee benefit expenses decreased from ?187.33 lakhs to ?168.14 lakhs which is approximately (10.25%) decrease due to decrease in number of employees..

Finance Cost

The finance cost in year 2024 was ?8.61 lakhs which got decreased to ?2.61 lakhs in the year 2025 which is approximately (69.70%) decreased due to repayment of loans in the year 2024.

Depreciation expense

The depreciation for the year 2024 was ?4.40 lakhs which was decreased ?4.09 lakhs in the year 2025 approximately (7.03%) which is a due to change in accounting policies.

Other expenses

The other expenses in the year 2024 was ?3,100.71 lakhs which was decreased to ?1,813.54 lakhs in the year 2025 approximately (41.51%) this was mainly due to decrease in advertisement expenses, commission & brokerage shipping charges & transport expenses in the year 2025.

Total expenses

Total expenses increased from ?5,373.74 lakhs in the year 2024 to ?6,100.52 lakhs in the year 2025 which is approximately 13.52% increase which is majorly due to increase in Purchase.

Profit before tax

Profit before tax increased from ?653.97 in the year 2024 to ?940.62 in the year 2025 which is approximately 43.83% increase due to this growth was primarily due to drastic rise in revenues and improved operational efficiency

Tax Expense

Tax expense increased from ?251.84 in the year 2024 to U252.64 in the year 2025 which is approximately 0.32% increase due to increase in total income.

Profit after tax

Profit after tax increased from ?402.14 lakhs in the year 2024 to ?687.97 lakhs in the year 2025 which is approximately 71.08%.

RESULTS OF OPERATIONS INFORMATION FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024 COMPARED WITH FINANCIAL YEAR ENDED MARCH 31, 2023

Particulars

For the year ended For the year ended Growth
31/03/2024 31/03/2023 (%)

Revenue from operations

6,024.82 5,237.82 15.03%

Other Income

2.90 9.70 (70.14%)

Total Revenue

6,027.71 5,247.52 14.87%

Purchases of stock-in-trade

2,191.26 2,643.23 (17.10%)

Changes in inventories of finished goods and work-in- progress

(118.58) (228.41) (48.09%)

Employee benefits expense

187.33 98.87 89.47%

Finance costs

8.61 1.30 562.95%

Depreciation expense

4.40 4.39 0.12%

Other expenses

3,100.71 2,482.54 24.90%

Total expenses

5,373.74 5,001.92 7.43%

Profit /(Loss) before tax (V-VI)

653.97 245.60 166.27%

Tax expense:

(a) Current tax expense

233.35 87.22 167.53%

(b) Earlier Tax Expense

20.22 8.76 130.80%

(c) Deferred Tax

(1.74) (1.95) (10.76%)

Profit after tax for the year (VII-VIII)

402.14 151.56 165.33%

 

Particulars

Comments

Total Income

Our total income increased by 14.87% to ?6,027.71 lakhs for fiscal 2024 from ?5,247.52 lakhs for fiscal 2023 due to major increase in sales in the year 2024.

Revenue from operations

Our revenue from operations in the year 2023 was ?5,237.82 which got increased to ?6.024.82 in FY 2024 which is approximately 15.03% increase. There was an increase in revenue because the products identified in this period experienced high demand.

Other Income

Other income was ?9.70 lakhs in 2023 which got decrease to ?2.90 lakhs in 2024 which is approximately (70.14%). This is due to decrease in incentive income.

Purchases of Stock in trade

The purchases of stock in trade were 2,643.23 in the year 2023 which got decreased to 2,191.26 in the year 2024 which is approximately a decrease of (17.10%), this is because the company started purchasing products at a discount.

Changes in inventories of finished goods and work-inprogress

The changes in inventories in the year 2023 was (?228.41) lakhs which got increased to (?118.58) lakhs approximately 48.09% increase. This is because the company the products which were not in trend was there in the companys inventory.

Employee Benefit Expenses

The employee benefit expenses increased from ?98.87 lakhs to ?187.33 lakhs, representing an increase of approximately 89.47%. This rise was primarily due to the growth in revenue and business operations, which necessitated the hiring of additional employees.

Finance Cost

The finance cost in year 2023 was ?1.30 lakhs which got increased to ?8.61 lakhs in the year 2024 which is approximately 562.95% growth due to increase in interest on unsecured loans in the year 2024.

Depreciation expense

The depreciation for the year 2023 was ?4.39 lakhs which was increased ?4.40 lakhs in the year 2024 approximately 0.12% which is a negligible rise.

Other expenses

The other expenses in the year 2023 was ?2,482.54 lakhs which was increased to ?3,100.71 lakhs in the year 2024 this was mainly due to increase in shipping charges, interest on income tax, advertisement expenses, travelling expense in the year 2024.

Total expenses

Total expenses increased from ?5,001.92 lakhs in the year 2023 to ?5,373.74 lakhs in the year 2024 which is approximately 7.43% increase which is majorly due to increase in revenue, other expenses have increased.

Profit before tax

Profit before tax increased from ?245.60 in the year 2023 to ?653.97 in the year 2024 which is approximately 166.27% increase due to this growth was primarily due to drastic rise in revenues and improved operational efficiency

Tax Expense

Tax expense increased from ?94.04 in the year 2023 to ?251.83 in the year 2024 which is approximately 167.80% increase due to higher taxable profits during the year.

Profit after tax

Profit after tax increased from ?151.56 lakhs in the year 2023 to ?402.14 lakhs in the year 2024 which is approximately 165.33%.

CASH FLOW BASED ON RESTATED FINANCIAL STATEMENTS

Particulars

For the Financial Years ended

2025 2024 2023

Net cash (used in)/ Generated from Operating Activities

(106.19) (47.57) 44.57

Net cash (used in)/ Generated from Investing Activities

84.47 17.94 (92.73)

Net cash (used in)/ Generated from Financing Activities

(209.78) 198.32 39.79

Net Increase/(Decrease) in Cash and Cash Equivalents

(231.49) 168.68 (8.37)

Cash and Cash Equivalents at the beginning of the period

262.57 93.90 102.26

Cash and Cash Equivalents at the end of the Period

31.08 262.58 93.89

Cash flow from Operating Activities:

For the year ended 31st March 2025

Our net cash used in operating activities was ? 106.19 Lakhs for the period ended March 31, 2025. Our operating profit before working capital changes was ?942.03 Lakhs for the financial year 2024-25 which was primarily adjusted against increase in inventories by ? 171.15 Lakhs, increase in trade receivables by ?570.26 Lakhs, increase in other non-current assets by Rs.1.12 Lakhs, decrease in other current assets by ?83.34 Lakhs, increase in short term loans and advances by ?60.57 Lakhs, decrease in trade payables by ?149.25 Lakhs and increase in other current liabilities by ?23.23 Lakhs which was further decreased by Income Tax of ?202.42 Lakhs.

For the year ended 31st March 2024

Our net cash used in operating activities was ?47.57 Lakhs for the period ended March 31, 2024. Our operating profit before working capital changes was ?668.15 Lakhs for the financial year 2023-24 which was primarily adjusted against increase in inventories by ^118.58 Lakhs, decrease in trade receivables by ?570.57 Lakhs, decrease in other non-current assets by ?4.36 Lakhs, decrease in Other Current Assets by ?14.48 Lakhs, increase in short term loans and advances by ?23.01 Lakhs, decrease in trade payables by ?1038.72 Lakhs, decrease in other current liabilities by ?6.16 Lakhs which was further decreased by Income Tax of ?89.70 Lakhs.

For the year ended 31st March 2023

Our net cash generated in operating activities was ?44.57 Lakhs for the year ended March 31, 2023. Our operating profit before working capital changes was ?252.52 Lakhs for the financial year 2022-23 which was primarily adjusted against increase in Inventories of ?228.41 Lakhs, increase in trade receivables by ?107.25 Lakhs, increase in other non-current assets by ?0.90 Lakhs, decrease in Other Current Assets by ?45.41 Lakhs, decrease in short term loans and advances by ?272.25 Lakhs, decrease in trade payables by ?129.34 Lakhs, increase in other current liabilities by ?17.04 Lakhs which was further decreased by payment of Income Tax of ?76.76 Lakhs.

Cash flow from Investing Activities:

For the year ended March 31, 2025

The net cash flow from Investing Activities is ?84.47 lakhs primarily due to decrease in investment of ?66.47 lakhs, and also due to addition in Fixed Assets & WIP of ?1.50 lakhs, loans & advances given were received worth ?18.47 lakhs and received interest income of ?1.03 lakhs.

For the year ended March 31, 2024

The net cash flow from Investing Activities is ?17.94 lakhs primarily due to addition in Fixed Assets & WIP of ?3.25 lakhs, Loans & advances given were received worth ?19.04 & received interest and other income of ?2.14 lakhs.

For the year ended March 31, 2023

The net cash used in Investing Activities is ?92.73 lakhs primarily due to increase in investment of ?60.00 lakhs and also due to addition in Fixed Assets & WIP of ?0.17 lakhs, investment in term deposit ?5.01 lakhs, increase in Loans & advances made worth ?27.57 lakhs and received interest and other income of ?0.01 lakhs.

Cash flow from Financing Activities:

For the year ended March 31, 2025

The net cash used in financing activities is ?209.78 lakhs primarily due to decrease in Long term borrowings of ?213.46 lakhs, increase in short term borrowings of ?6.30 lakhs and also due to the interest paid of ?2.61 lakhs.

For the year ended March 31, 2024

The net cash from Financing Activities is ?198.32 lakhs primarily due to increase in Long term borrowings of ?210.63 lakhs, decrease in short term borrowings of ?3.70 lakhs and also due to the interest paid of ?8.61 lakhs.

For the year ended March 31, 2023

The net cash from Financing Activities is ?39.79 lakhs primarily due to increase in long term borrowings of ?37.4 lakhs, increase in short term borrowings of ?3.70 lakhs and also due to the interest paid of ?1.30 lakhs.

OTHER KEY RATIOS

The table below summaries key ratios in our Restated Financial Statements for the financial years ended on March 31, 2025, 2024 and 2023:

The table below summaries key ratios in our Restated Financial Statements for the financial years ended on March 31, 2025, 2024 and 2023:

Particulars

For the year ended on For the year ended on For the year ended on
March 31, 2025 March 31, 2024 March 31, 2023

Fixed Asset Turnover Ratio

913.61 585.97 458.27

Current Ratio

3.09 2.08 1.07

Debt Equity Ratio

0.04 0.44 0.27

Inventory Turnover Ratio

7.24 4.90 9.67

Fixed Asset Turnover Ratio: This is defined as revenue from operations divided by total fixed assets based on Financial Statements as Restated.

Current Ratio: This is defined as current assets divided by current liabilities, based on Financial Statements as Restated.

Debt Equity Ratio: This is defined as total debt divided by total shareholder funds. Total debt is the sum of longterm borrowings, short-term borrowings and current maturities of long-term debt, based on Financial Statements as Restated.

Inventory Turnover Ratio: This is defined as cost of goods sold divided by average inventory based on Financial Statements as restated.

Financial Indebtedness

As on March 31, 2025, the total outstanding borrowings of our Company is as below. For further details, refer to the chapter titled “Statement of Financial Indebtedness” beginning on page 197.

(J in Lakhs)

Particulars

As on March 31, 2025

Loans from Banks & Financial Institutions

49.36

Total

49.36

Related Party Transactions

Related party transactions with our promoters, directors and their entities and relatives primarily relate to purchase and sale of products and services. For further information, please refer to the chapter titled “Financial Statements as Restated on page 196.

Off-Balance Sheet Items

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purposes of facilitating off-balance sheet arrangements.

Qualitative Disclosure about Market Risk

Financial Market Risks

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to interest rate risk, inflation and credit risk in the normal course of our business.

Interest Rate Risk

Our financial results are subject to changes in interest rates, which may affect our debt service obligations and our access to funds.

Effect of Inflation

We are affected by inflation as it has an impact on the raw material cost, wages, etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact.

Credit Risk

We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all, we may have to make provisions for or write-off such amounts.

Reservations, Qualifications and Adverse Remarks

Except as disclosed in chapter titled “Financial Statements as Restated" beginning on page 196, there have been no reservations, qualifications and adverse remarks.

Details of Default, if any, including therein the Amount Involved, Duration of Default and Present Status, in Repayment of Statutory Dues or Repayment of Deposits or Repayment of Loans from any Bank or Financial Institution.

Except as disclosed in chapter titled “Financial Statements as Restated" beginning on page 196, there have been no defaults in payment of statutory dues and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company.

FACTORS THAT MAY AFFECT THE RESULTS OF THE OPERATIONS

Unusual or infrequent events or transactions

There are no transactions or events, which in our best judgment, would be considered unusual or infrequent that have significantly affected operations of the Company.

Significant economic changes that materially affected or are likely to affect income from continuing operations

There are no significant economic changes that materially affected Companys operations or are likely to affect income from continuing operations. Any slowdown in the growth of Indian economy or future volatility in global commodity prices, could affect the business including the future financial performance, shareholders funds and ability to implement strategy and the price of the Equity Shares.

Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations

Other than as disclosed in the chapter titled “Risk Factors” beginning on page 40 of this Draft Red Herring Prospectus to our knowledge, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

Future changes in relationship between costs and revenues in case of events such as future increase in labour or material cost or prices that will cause material change

According to our knowledge, there are no future relationship between cost and income that would be expected to have a material adverse impact on our operations and revenues. However, increase in the cost of the goods in which the Company deals, will affect the profitability of the Company. Further, the Company may not be able to pass on the increase in prices of the services to the customers in full and this can be offset through cost reduction.

The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased prices

The increase in revenue is by and large linked to increase in volume of all the activities carried out by the Company. Total turnover of each major industry segment in which the Issuer Company operates

Our Company manufactures and sale window blinds.

Relevant industry data, as available, has been included in the chapter titled “Industry Overview” beginning on page 115.

Status of any Publicly Announced New Business Segments

Except as disclosed elsewhere in the Draft Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments.

Seasonality of the Business

The business of our company is not seasonal, hence there is no impact of seasonality on our turnover and operations. However, one of the industries that we cater to, i.e., construction industry slows down its operations typically during monsoon due to unfavourable weather conditions.

Any significant dependence on a single or few suppliers or customers

We depend on external suppliers for all the raw materials required and typically purchase raw materials on a purchase order basis and place such orders with them in advance based on our projected requirements. As a result, the success of our business is significantly dependent on maintaining good relationships with our suppliers. The absence of longterm supply contracts subjects us to risks such as price volatility caused by various factors viz. commodity market fluctuations, currency fluctuations, climatic and environmental conditions, transportation cost, changes in domestic regulatory changes and trade sanctions. If we cannot fully offset the increase in raw material prices with an increase in the prices for our products, we will experience lower profit margins, which in turn may have a material adverse effect on our results of operations, and financial condition and ultimately lead to a liquidity crunch. In the absence of such contracts, we are also exposed to the risk of unavailability of raw materials in desired quantities and qualities, in a timely manner.

Competitive Conditions

We have competition with domestic and international bedding essentials manufacturers who may vertically integrate their supply chains by acquiring or establishing their own distribution operation which reduces the need for independent distributors and create additional competition in the market. We expect competition to intensify due to possible new entrants in the market, existing competitors further expanding their operations and our entry into new markets where we may compete with well-established unorganized companies/ entities. This we believe may impact our financial condition and operations. For details, please refer to the chapter titled “Risk Factors” beginning on page 40.

STATEMENT OF FINANCIAL INDEBTEDNESS

Set forth below, is a brief summary of our Companys borrowings as on March 31, 2025, together with a brief description of certain significant terms of such financing arrangements.

(? in Lakhs)

Nature of Borrowings

Outstanding as on 31.03.2025

Secured borrowings

9.24

Unsecured borrowings

40.11

Total

49.35

SECURED LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

Name of Lender

Date of Sanction Purpose Sanctioned Amount (? in lakhs) Rate of Interest Primary

Securities

Repayment

terms

Outstanding as on

31.03.2025 (? in lakhs)

HDFC Bank Ltd.

30-03

2022

Auto Loan 20.09 9.84% Loan Against Car (CARENS 1.5 Luxuary Plus D @ 6 STR) 60 equal installments of Rs. 0.39 Lakhs per month 9.24

UNSECURED LOANS FROM FINANCIAL INSTITUTIONS:

As on March 31, 2025, the outstanding unsecured loans Repayable on demand from the following parties

Name of Lender

Date of Sanction Purpose Sanctioned Amount (? in lakhs) Rate of Interest Repayment terms Outstanding as on 31.03.2025 (? in lakhs)

Unity Small Finance Bank Limited

15/03/2025 Business Loan 25.00 18.75% 36 monthly installments of ? 0.91 lakhs 25.00

Muthoot Finance

15/03/2025 Small

Business Loan

15.11 21.00% 36 monthly installments of ? 0.57 lakhs 15.11

Total

40.11

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