-
We are significantly dependent on our contract manufacturers for manufacturing of our products. In the six-month period ended September 30, 2024 and in Fiscals 2024, 2023 and 2022, 32.08%, 70.56%, 56.18% and 46.05%, respectively, of our total value of products purchased were manufactured by our top contract manufacturer and 47.95%, 91.66%, 87.88% and 86.02%, respectively, of our total value of products purchased were manufactured by our top 10 contract manufacturers. Any loss of our contract manufacturers, if not suitably replaced, could materially and adversely affect our business, results of operations and financial condition.
-
We do not operate any manufacturing facilities and our dependence on contract manufacturers for all our products subjects us to risks which, if realized, could materially and adversely affect our business, results of operations and financial condition.
-
We depend significantly on revenue from sale of Decorative Wall Panels, which contributed to 68.97%, 76.54%, 66.12% and 54.97% of our revenue from operations for the six-month period ended September 30, 2024 and in Fiscals 2024, 2023 and 2022, respectively. As a result, our business may be materially and adversely affected if we are unable to sell our Decorative Wall Panels as expected or if substitute products become available or gain wider market acceptance.
-
We do not own the brand name "Euro Pratik" which is crucial for our operations. Any failure to use, protect and leverage our "Euro Pratik" brand could materially and adversely affect our competitive position, business, results of operations and financial condition.
-
Our Restated Consolidated Financial Information as at and for the six-month period ended September 30, 2024, which includes the effect of the Recent Acquisitions on our financial performance and financial condition, may not be comparable to our Restated Consolidated Financial Information in respect of prior periods.
-
We depend on our top 30 distributors who contributed, in aggregate, to 54.89%, 49.66%, 45.38% and, 47.08% of our revenue from operations in the six-month period ended September 30, 2024 and in Fiscals 2024, 2023 and 2022, respectively. Any non-performance by our distributors or a decrease in the revenue we earn from our distributors could adversely affect our business, results of operations, cash flows and financial condition.
-
Our operations involve engagement with counterparties in countries such as South Korea, China, the United States, Romania, Turkey, Indonesia and Portugal due to our contract manufacturing operations. Developments in markets outside India or in India`s trade policy could adversely affect our business and results of operations.
-
Failure to promote or develop the "Euro Pratik" and "Gloirio" brands could materially and adversely affect our business performance and brand perception.
-
We do not have any intellectual property protection for a majority of the designs used in our products. Any failure to protect and use our designs and other intellectual property rights could adversely affect our competitive position, business, financial condition and results of operations.
-
Our operations are dependent on our market research and design activities. Our failure to derive the desired benefits from our product development efforts or to identify or respond to evolving trends in the Decorative Wall Panel and Decorative Laminates industries and our consumers` preferences or expectations could adversely affect our business, results of operations and financial condition.
-
Exchange rate fluctuations could adversely affect our business, results of operations, cash flows and financial condition.
-
We may be unable to manage our growth and expansion operations or to successfully implement our business plan and growth strategies in a timely manner or within budget estimates, which could materially and adversely affect our business, results of operations and financial condition.
-
Our inability to expand or manage our growing distribution network, or any disruptions in our distribution chain could adversely affect our business, results of operations and financial condition.
-
We operate in a highly competitive industry and our failure to compete in the competitive Decorative Wall Panel and Decorative Laminates industries could adversely affect our business, results of operations, cash flows and financial condition.
-
We enter into certain related party transactions in the ordinary course of our business and we cannot assure you that such transactions will not adversely affect our results of operations and financial condition.
-
Our Promoters, Jai Gunvantraj Singhvi and Pratik Gunvantraj Singhvi, have in the past received an administrative warning from the SEBI. Such proceedings, or any further regulatory actions against our Promoters, could adversely affect our and our Promoter`s reputation or divert the time and attention of our management and, accordingly, may adversely affect our business and results of operations.
-
We have made strategic acquisitions or investments in order to grow our business and may continue to enter into further acquisitions or investments that we consider necessary or desirable. Any failure to achieve the anticipated benefits from these strategic acquisitions or investments could adversely affect our business, results of operations and financial condition.
-
We do not have any exact comparable listed peers in India or abroad. Accordingly, valuation of our Company as compared with other selected peer group companies in India, may not be comparable and could be higher on account of certain aspects to other companies.
-
We have experienced negative cash flows from operating activities during the six-month period ended September 30, 2024. If we experience similar negative cash flows from operating activities in the future, it could adversely affect our working capital requirements, our ability to operate our business and implement our growth plans, thereby adversely affecting our business, results of operations and financial condition.
-
We depend on our third-party logistics and service providers for the transportation and delivery of our products and unsatisfactory services provided by them or failure to maintain relationships with them could disrupt our operations.
-
We are exposed to counterparty credit risk and any delay in, or non-receipt of, payments by our distributors may adversely affect our cash flows and exert pressures on our ability to meet our working capital requirements, which could adversely affect our business, cash flows, results of operation and financial condition.
-
We are subject to potential operational risks such as accidents and damage to our warehousing facility. Any significant malfunction or break-down of our warehousing facilities could adversely affect our business, results of operations and financial condition.
-
Our inability to accurately manage inventory and forecast demand for particular products in specific markets could adversely affect our business, results of operations and financial condition.
-
Our Registered and Corporate Office and some of our warehouses are situated on properties which we have obtained through lease arrangements. Any non-renewal of such lease arrangements may disrupt our operations and could adversely affect our business and results of operations.
-
We face risk associated with losses incurred in Fiscal 2024 by our recently acquired entity, Europratik Intex LLP, which could adversely affect our business, results of operations and financial conditions.
-
We are highly dependent on our Promoters, Key Managerial Personnel and Senior Management. Further, any inability on our part to retain or recruit skilled personnel could adversely affect our business, results of operations and financial condition.
-
We may not be able to successfully protect our technical know-how, which may result in the loss of our competitive advantage.
-
There are outstanding legal proceedings involving our Company, Subsidiaries, Directors and our Promoters. Any adverse outcome in such proceedings could adversely affect our reputation, business, results of operations, cash flows and financial condition.
-
Our Subsidiaries, Gloirio and Euro Pratik USA, LLC, and another consolidated entity, Euro Pratik Intex LLP, have obtained unsecured loans from members of our Promoter Group and other third partes, which may be recalled at any time, and we may not have adequate funds to make timely payments or at all. Our inability to obtain further financing or meet our obligations could adversely affect our cash flows, financial condition, business and results of operations.
-
Our Promoters, our Directors, our Key Managerial Personnel and Senior Management have interests in our business other than the reimbursement of expenses incurred or normal remuneration or benefits.
-
We have certain capital commitments which, if materialised, could adversely affect our financial condition.
-
We may be unable to obtain or renew approvals, licenses, registrations and permits to operate our business in a timely manner, or at all.
-
Our dependence on contract labourers may expose us to risks in relation to our operations and we may be subject to strikes, work stoppages or increased wage demands by our employees or the employees of our sub-contractors.
-
Any disruption or failure of our technology systems could adversely affect our business and operations. Additionally, challenges in the implementation of new technologies for our operations could be significant.
-
Our insurance coverage may not be adequate to protect us against all material risks.
-
There have been delays in payment of statutory dues, in particular by our Company and our Subsidiaries, during the six-month period ended September 30, 2024 and in Fiscals 2024, 2023 and 2022. Our inability to make timely payment of our statutory dues could result in us paying interest on the delayed payment of statutory dues which could adversely affect our business, our results of operations and financial condition.
-
We have made investments in equity and debt instruments which are subject to market risk.
-
We will continue to be controlled by our Promoters and Promoter Group after the completion of the Offer and there may be a conflict of interest between the interests of our Promoters and Promoter Group and other shareholders.
-
Our Promoters, Directors, members of Promoter Group, Key Managerial Personnel and Senior Management may venture in businesses that operate in the same line of business as ours.
-
This Draft Red Herring Prospectus includes certain non-GAAP measures and financial and operational performance indicators related to our operations and financial performance. The non-GAAP measures and financial and operational performance indicators may vary from any standard methodology that is applicable across the Decorative Wall Panel and Decorative Laminates industries and, therefore, may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies.
-
The average cost of acquisition of Equity Shares held by our Promoters and Promoter Group Selling Shareholders may be less than the Offer Price.
-
Industry information included in this Draft Red Herring Prospectus has been derived from the Technopak Report, which was prepared by Technopak and exclusively commissioned and paid for by our Company for the purposes of the Offer, and any reliance on information from the Technopak Report for making an investment decision in the Offer is subject to inherent risks.
-
Our Company will not receive the proceeds from the Offer. Further, our Promoter Selling Shareholders and Promoter Group Selling Shareholders will receive the proceeds from the Offer for Sale (after deducting applicable Offer-related expenses and taxes).
-
Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements.
-
We have issued Equity Shares during the preceding twelve months at a price which may be below the Offer Price.
-
On April 26, 2025, a fire incident occurred at our largest warehouse located in Swagat Complex, Rahanal
Village, Bhiwandi, Mumbai, Maharashtra, which resulted in, among other things, destruction of our
inventories amounting to Rs.335.94 million. Such accidents could adversely affect our business, results of
operations and financial condition.
-
Exchange rate fluctuations could adversely affect our business, results of operations, cash flows and
financial condition. In Fiscals 2025, 2024 and 2023, our purchases in foreign currencies were Rs.1,152.77
million, Rs.1,134.60 million and Rs.1,385.90 million, respectively, constituting 54.72%, 92.22% and 81.17%,
respectively, of our total purchases.
-
We are materially dependent on our largest contract manufacturer for manufacturing of our products. In
Fiscals 2025, 2024 and 2023, the total value of products purchased from our top contract manufacturer
constituted 24.03 %, 70.56%, and 56.18%, respectively. Loss of our top contract manufacturer could
materially and adversely affect our business, results of operations and financial condition.
-
We are materially dependent on our contract manufacturers. In Fiscals 2025, 2024 and 2023, total value
of products purchased from our top 10 contract manufacturers constituted 52.79%, 91.66%, and 87.88%,
respectively. Any loss of our contract manufacturers, if not suitably replaced, could materially and
adversely affect our business, results of operations and financial condition.
-
We depend on our top 30 distributors who contributed, in aggregate, to 57.44%, 49.66%, and 45.38% of
our revenue from operations in Fiscals 2025 2024, and 2023, respectively. Any non-performance by our
distributors or a decrease in the revenue we earn from our distributors could adversely affect our business,
results of operations, cash flows and financial condition.
-
Our inability to expand or manage our growing distribution network, or any disruptions in our distribution
chain could adversely affect our business, results of operations and financial condition.
-
Our Promoters, Jai Gunvantraj Singhvi and Pratik Gunvantraj Singhvi, have in the past received an
administrative warning from the SEBI. Such proceedings, or any further regulatory actions against our
Promoters, could adversely affect our and our Promoter`s reputation or divert the time and attention of
our management and, accordingly, may adversely affect our business and results of operations.
-
We have experienced negative cash flows from operating activities during Fiscal 2025. If we experience
similar negative cash flows from operating activities in the future, it could adversely affect our working
capital requirements, our ability to operate our business and implement our growth plans, thereby
adversely affecting our business, results of operations and financial condition.
-
We enter into certain related party transactions in the ordinary course of our business, which aggregated
to 102.40%, 39.01% and 41.43% of our total revenue from operations in Fiscals 2025, 2024 and 2023, and
we cannot assure you that such transactions will not adversely affect our results of operations and
financial condition.
-
We do not operate any manufacturing facilities and our dependence on contract manufacturers for all our
products subjects us to risks which, if realized, could materially and adversely affect our business, results
of operations and financial condition.
-
We depend significantly on revenue from sale of Decorative Wall Panels, which contributed to 66 .13%,
76.54%, and 66.12% of our revenue from operations for Fiscals 2025, 2024, and 2023, respectively. As a
result, our business may be materially and adversely affected if we are unable to sell our Decorative Wall
Panels as expected or if substitute products become available or gain wider market acceptance.
-
We do not own the brand name "Euro Pratik" which is crucial for our operations. Any failure to use,
protect and leverage our "Euro Pratik" brand could materially and adversely affect our competitive
position, business, results of operations and financial condition.
-
Our Promoters, Directors, members of Promoter Group, Key Managerial Personnel and Senior
Management may venture in businesses that operate in the same line of business as ours.
-
Uncertainty regarding the real estate, infrastructure, and other related markets could adversely affect the
demand for our products.
-
Our Company will not receive any proceeds from the Offer. Further, our Promoter Selling Shareholders
and Promoter Group Selling Shareholders will receive the proceeds from the Offer for Sale (after
deducting applicable Offer-related expenses and taxes).
-
Our Restated Consolidated Financial Information as at and for the financial year ended March 31, 2025,
which includes the effect of the Recent Acquisitions on our financial performance and financial condition,
may not be comparable to our Restated Consolidated Financial Information in respect of prior periods.
-
Our operations involve engagement with counterparties in countries such as South Korea, China, the
United States, Romania, Turkey, Indonesia and Portugal due to our contract manufacturing operations.
Adverse developments in markets outside India or in India`s trade policy could increase our import costs,
cause supply disruptions, cause delays in deliveries, reduce profit margins, and limit product availability,
which in turn could adversely affect our business and results of operations.
-
Failure to promote or develop the "Euro Pratik" and "Gloirio" brands could materially and adversely
affect our business performance and brand perception.
-
We do not have any intellectual property protection for a majority of the designs used in our products. Any
failure to protect and use our designs and other intellectual property rights could adversely affect our
competitive position, business, financial condition and results of operations.
-
None of our Directors have any prior experience of being a director in any other listed company in India
and this may present certain potential challenges for our Company, and in the event of any material noncompliance
where our Directors are held liable and responsible, we may have to appoint new directors.
-
Our operations are dependent on our market research and design activities. Our failure to derive the
desired benefits from our product development efforts or to identify or respond to evolving trends in the
Decorative Wall Panel and Decorative Laminates industries and our consumers` preferences or
expectations could adversely affect our business, results of operations and financial condition.
-
We may be unable to manage our growth and expansion operations or to successfully implement our
business plan and growth strategies in a timely manner or within budget estimates, which could materially
and adversely affect our business, results of operations and financial condition.
-
We operate in a highly competitive industry and our failure to compete in the competitive Decorative Wall
Panel and Decorative Laminates industries could adversely affect our business, results of operations, cash
flows and financial condition.
-
We have made strategic acquisitions or investments in order to grow our business and may continue to
enter into further acquisitions or investments that we consider necessary or desirable. Any failure to
achieve the anticipated benefits from these strategic acquisitions or investments could adversely affect our
business, results of operations and financial condition.
-
Industry information included in this Red Herring Prospectus has been derived from the Technopak
Report, which was prepared by Technopak and exclusively commissioned and paid for by our Company
for the purposes of the Offer, and any reliance on information from the Technopak Report for making an
investment decision in the Offer is subject to inherent risks.
-
We do not have any exact comparable listed peers in India. Accordingly, valuation of our Company as
compared with other selected peer group companies in India, may not be comparable and could be higher
on account of certain aspects to other companies.
-
We depend on our third-party logistics and service providers for the transportation and delivery of our
products and unsatisfactory services provided by them or failure to maintain relationships with them could
disrupt our operations.
-
We are exposed to counterparty credit risk and any delay in, or non-receipt of, payments by our distributors
may adversely affect our cash flows and exert pressures on our ability to meet our working capital
requirements, which could adversely affect our business, cash flows, results of operation and financial
condition.
-
Our inability to accurately manage inventory and forecast demand for particular products in specific
markets could adversely affect our business, results of operations and financial condition.
-
Our Registered and Corporate Office and some of our warehouses are situated on properties which we
have obtained through lease arrangements. Any non-renewal of such lease arrangements may disrupt our
operations and could adversely affect our business and results of operations.
-
We face risk associated with losses incurred by our recently acquired entity, Europratik Intex LLP, which
could adversely affect our business, results of operations and financial conditions.
-
Our Promoters are not the original promoters of our Company.
-
We are highly dependent on our Promoters, Key Managerial Personnel and Senior Management. Further,
any inability on our part to retain or recruit skilled personnel could adversely affect our business, results
of operations and financial condition.
-
We may not be able to successfully protect our technical know-how, which may result in the loss of our
competitive advantage.
-
There are outstanding legal proceedings involving our Company, Subsidiaries, Directors, Promoters,
KMPs and members of Senior Management. Any adverse outcome in such proceedings could adversely
affect our reputation, business, results of operations, cash flows and financial condition.
-
Our Step-Down Subsidiary, Euro Pratik USA, LLC, and another consolidated entity, Euro Pratik Intex
LLP, have obtained unsecured loans from members of our Promoter Group and other third partes, which
may be recalled at any time. As at July 31, 2025, such loans amounted to Rs.48.92 million. We may not
have adequate funds to make timely payments or at all and our inability to obtain further financing or
meet our obligations could adversely affect our cash flows, financial condition, business and results of
operations.
-
Our Promoters, our Directors, our Key Managerial Personnel and Senior Management have interests in
our business other than the reimbursement of expenses incurred or normal remuneration or benefits.
-
We had capital commitments of Rs.140.50 million as at March 31, 2025, which, if materialised, could
adversely affect our financial condition.
-
We may be unable to obtain or renew approvals, licenses, registrations and permits to operate our business
in a timely manner, or at all.
-
Our dependence on contract labourers may expose us to risks in relation to our operations and we may be
subject to strikes, work stoppages or increased wage demands by our employees or the employees of our
sub-contractors.
-
Our Subsidiaries have limited or no operating history, which may pose risks to their ability to successfully
execute their business strategies and generate expected financial performance in the future.
-
Any disruption or failure of our technology systems could adversely affect our business and operations.
Additionally, challenges in the implementation of new technologies for our operations could be significant.
-
Our insurance coverage may not be adequate to protect us against all material risks.
-
There have been delays in payment of statutory dues, in particular by our Company and our Subsidiaries,
during Fiscals 2025, 2024, and 2023. Our inability to make timely payment of our statutory dues could
result in us paying interest on the delayed payment of statutory dues which could adversely affect our
business, our results of operations and financial condition.
-
We have made investments in equity and debt instruments which are subject to market risk.
-
We will continue to be controlled by our Promoters and Promoter Group after the completion of the Offer
and there may be a conflict of interest between the interests of our Promoters and Promoter Group and
other shareholders.
-
This Red Herring Prospectus includes certain non-GAAP measures and financial and operational
performance indicators related to our operations and financial performance. The non-GAAP measures
and financial and operational performance indicators may vary from any standard methodology that is
applicable across the Decorative Wall Panel and Decorative Laminates industries and, therefore, may not
be comparable with financial or industry related statistical information of similar nomenclature computed
and presented by other companies.
-
The average cost of acquisition of Equity Shares held by our Promoters and Promoter Group Selling
Shareholders may be less than the Offer Price.
-
Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.
-
We have issued Equity Shares during the preceding twelve months at a price which may be below the Offer
Price.
