Tax Planning vs Tax Evasion: Understanding the Difference

Manoj Vaibhav Gems 'N' Jewellers Limited is a hyperlocal jewelry retail chain with a presence in the micro markets of Andhra Pradesh and Telangana with 13 showrooms (inclusive of two franchisee showrooms) across 8 towns and 2 cities. It has dedicated branded showrooms and has a strong rural market focus and a dedicated urban focus.

OBJECTS OF THE ISSUE

• To Finance the Establishment of the proposed 8 new showrooms.
• General corporate purposes.

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Bharata Mallika Ratna Kumari Grandhi

Chairperson and Managing Director of the Company. She has 23 years of experience in jewellery industry, having been associated with the Company since 2001. Her knowledge of jewellery industry has contributed to the growth of the Company.

Currently, she looks after the overall operations and gives strategic directions furthering the growth of the Company.

Grandhi Sai Keerthana

Whole-time Director and CFO of the Company. She has been involved in the areas of marketing, operations and product development of the Company.

Currently, she is involved in managing the finances of the Company.

Mr. Gontla Rakhal

Chief Operating Officer of the Company and is responsible for the operations of the Company. He joined the Company on April 01, 2022. He has an overall experience of approximately 9 years. Prior to joining the Company. he worked as an Assistant Manager-Business Development in Vijay Engifab Private Limited.

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Mr Raghunath Jonnavithula

General Manager – Marketing of the Company. General Manager –Marketing of the company. He has an overall experience of approximately 37 years. Prior to joining this Company, he has worked with Cipla Limited and Rexcel Pharmaceuticals Limited.

Mr. Bandari Shiva Krishna

Company Secretary and the Compliance Officer of the Company. He has been associated with the Company since 2014. His primary responsibility is to look after the overall secretarial matters of the Company. He has an overall experience of approximately 13 years.

COMPANY PROFILE

• Vaibhav Jewellers started its jewelry business as a proprietorship concern in the year 1994 from its first retail showroom in Visakhapatnam, Andhra Pradesh.
• It has a market share of ~4% of the overall Andhra Pradesh and Telangana jewelry market and ~10% of the organized market in these two states in FY2023.
• The Company has positioned itself as a retailer focused on ‘Relationships, by Design’ where it focuses on offering designs, high quality, transparency, and customer service to its customers.
• 77% of its retail showrooms are in Tier 2 and Tier 3 cities catering to the semi-urban and rural demand of Andhra Pradesh and Telangana.
• It has designed and developed a website for its online sales in addition to other online marketplaces.

• It procures jewelry on an outright basis from its list of suppliers as well as it supply bullion to job workers for creating varied designs of jewelleries as per its specifications.

COMPETITIVE STRENGTHS

• A key leading home-grown regional brand built on hyperlocal retail strategy. Early mover advantage in the state of Andhra Pradesh.
• Its focus of fortifying its business through Rural Market focus.
• Through its operating ethos of ‘Relationships, by Design’ it offer diverse product designs at varied price range.
• Its go-to-market strategy is its key business enabler thereby providing wider market reach. Experienced promoter and professional senior management team.

KEY STRATEGIES

• Expand in the untapped sections of the micro markets of Andhra Pradesh and Telangana. Focus on further strengthening its rural focus and improving its sales from existing showrooms. Deepen its customer relationships by enhancing focus on its Go-to-Market strategy.
• Focus on augmenting its Brand strength.
• Invest to enhance its product portfolio by offering a wider spectrum of designs.

KEY CONCERNS

• The Company is subject to fluctuations in prices or any unavailability of the raw materials that it uses in its products.
• It has significant working capital requirements.
• It operates in a competitive market and faces competition from other jewelry retailers. The business may be subject to fraud, theft, employee negligence, or similar incidents.
• The current geographic concentration of its operations exposes it to risks related to local economies, and regional downturns.
• The Company does not register its jewelry designs under the Designs Act, 2000 and it may fail to protect its jewelry designs.

COMPARISON WITH LISTED INDUSTRY PEERS (AS ON 31ST MARCH 2023)

FINANCIALS (RESTATED CONSOLIDATED)

OUTLOOK & VALUATION

Vaibhav Jewellers is a South Indian-based jewelry retail chain. It has a focus on rural and urban markets, with 13 stores currently. It is also planning to expand with eight new stores. The company offers diverse product designs. and it has reported consistent financial performance.

However, this business is subject to price fluctuations for raw materials and requires high working capital as well.

Secondly, it operates in a very competitive market.

The issue is coming at a P/E valuation of 43.69x which seems fully priced. So considering all these factors and current market sentiments, we will avoid this IPO. One may consider other listed peers for better opportunities.

DISCLAIMER:

The information contained herein are strictly confidential and are meant solely for the information of the recipient and shall not be altered in any way, transmitted to, copied or distributed, in part or in whole, to any other person or to the media or reproduced in any form, without prior written permission of Swastika Investmart Ltd. (“SIL”). The contents of this document are for information purpose only. This document is not an investment advice and must not alone be taken as the basis for an investment decision. Before taking any decision to invest, the recipient of this document must read carefully the Red Herring Prospectus (“RHP”) issued to know the details of IPO and various risks and uncertainties associated with the investment in the IPO of the Company. All recipients of this document must before acting on the given information/details, make their own investigation and apply independent judgment based on their specific investment objectives and financial position. They can also seek appropriate professional advice from their own legal and tax consultants, advisors, etc. to understand the risks and investment considerations arising from such investment. The investor should possess appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstances before making any decisions on the investment. The Investor shall be solely responsible for any action taken based on this document. SIL shall not be liable for any direct or indirect losses arising from the use of the information contained in this document and accept no responsibility for statements made otherwise issued or any other source of information received by the investor and the investor would be doing so at his/her/its own risk. The information contained in this document should not be construed as forecast or promise or guarantee or assurance of any kind. The investors are not being offered any assurance or guaranteed or fixed returns on their investments. The users of this document must bear in mind that past performances if any, are not indicative of future results. The actual returns on investment may be materially different than the past. Investments in Securities market products and instruments including in the IPO of the Company are highly risky and they are generally not an appropriate avenue for someone with limited resources/ limited investment and low risk tolerance. Such Investments are subject to market risks including, without limitation, price, volatility and liquidity and capital risks. Therefore, the users of this document must carefully consider all the information given in the RHP including the risks factors before making any investment in the Equity Shares of the Company.

Swastika Investmart Ltd or its analysts did not receive any compensation or other benefits from the companies mentioned in the report or third party in connection with preparation of the research report. Accordingly, neither Swastika Investmart Ltd nor Research Analysts have any material conflict of interest at the time of publication of this report. Compensation of our Research Analysts is not based on any specific merchant banking, investment banking or brokerage service transactions. Swastika Investment Ltd may have issued other reports that are inconsistent with and reach different conclusion from the information presented in this report. Research entity has not been engaged in market making activity for the subject company. Research analyst has not served as an officer, director or employee of the subject company. We have not received any compensation/benefits from the Subject Company or third party in connection with the Research Report.

CORPORATE & ADMINISTRATIVE OFFICE - 48, Jaora Compound, M.Y.H. Road, Indore - 452 001 | Phone 0731 - 6644000

Compliance Officer: Ms. Sheetal Duraphe Email: compliance@swastika.co.inPhone: (0731) 6644 241

Swastika Investmart Limited, SEBI Reg. No. : NSE/BSE/MSEI: INZ000192732 Merchant Banking: INM000012102 Investment Adviser: INA000009843 MCX/NCDEX: INZ000072532 CDSL/NSDL: IN-DP-115-2015 RBI Reg. No.: B-03-00174 IRDA Reg. No.: 713.

Signatureglobal (India) Limited largest real estate development company in the National Capital Region of Delhi (“DelhiNCR”) in affordable and lower mid-segment housing. It has strategically focused on the Affordable Housing (“AH”) segment (below ₹ 4 million price category) and the Middle Income Housing (“MH”) segment (between ₹ 4 million to ₹2.5 million private-category) through GoI and state government policies.

OBJECTS OF THE ISSUE

• Payment of borrowings.
• Infusion of funds in certain of its Subsidiaries. Inorganic growth through land acquisitions.

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Pradeep Kumar Aggarwal

Chairman and Whole time Director of the Company. He has over eight years of experience in real estate industry. He has been appointed as a director on the Board of the Company since November 2, 2017.

Lalit Kumar Aggarwal

Vice Chairman and Whole-time Director of the Company. He has an experience of over seven years in the real estate sector. He has been appointed as a director on the Board of the Company since February 15, 2022.

Ravi Aggarwal

Managing Direct of the Company. He is a fellow member of the Institute of Chartered Accountants of India. He has over nine years of experience in the real estate industry. He has been appointed as a director on the Board of the Company since November 5, 2015.

Meghraj Bothra

Company Secretary and Compliance Officer of the Company. He joined the Company on May 2, 2022.He has been admitted as a fellow at the Institute of Company Secretaries of India since November 13, 2011.

Manish Garg

Chief Financial Officer of the Company. He joined the Company on October 17, 2016. He holds a bachelor’s degree in commerce (honors) from the University of Delhi. He has been admitted as an associate member of the institute of chartered accountants of India.

Rajat Kathuria

Chief Executive Officer of the Company. He joined the Company on February 1, 2020. He holds a bachelor’s degree in commerce from the University of Delhi and has passed the final examination conducted by the institute of chartered accountants of India.

COMPANY PROFILE

• The Company commenced operations in 2014 through its Subsidiary, Signature Builders Private Limited, with the launch of its Solera project on 6.13 acres of land in Gurugram, Haryana.
• As of March 31, 2023, it had sold 27,965 residential and commercial units, all within the Delhi NCR region, with an aggregate Saleable Area of 18.90 million square feet.
• Most of its Completed Projects, Ongoing Projects, and Forthcoming Projects are located in Gurugram and Sohna in Haryana, with 88.49% of its Saleable Area located in this region as of March 31, 2023, and almost all of its projects have been, or are being, undertaken under the AHP or the DDJAY -APHP. It has adopted an integrated real estate development model, with in-house capabilities and resources to execute projects from inception to completion which enables it to offer its projects at competitive prices.
• The Company has an extensive distribution network focused on the customer segments it targets, with 593 channel partners and an in-house team of 41 employees engaged in direct sales and 100 employees for indirect sales, as of March 31, 2023.

COMPETITIVE STRENGTHS

• Largest affordable and lower-mid and mid-segment real estate developer in Delhi NCR.
• Well-established brand, strong distribution network, and digital marketing capabilities translate into faster sales.
• Fast growing with the ability to scale up rapidly.
• Ability to provide aspirational lifestyle and amenities at affordable pricing and strategic locations. Standardized product offerings, quick turnaround, and end-to-end in-house project execution expertise. Positive operating cash flows with low levels of debt.

KEY CONCERNS

• The Company has incurred a net loss and negative Net Worth in the past.
• Its business is significantly dependent on the performance of the real estate market in the Delhi- NCR region.
• Changes in government policies may adversely affect its business.
• Significant increases in prices or shortage of or delay or disruption in the supply of, construction materials, contract labor, and equipment could adversely affect its estimated construction cost. Competition from other renowned brands.
• The Company is required to obtain statutory and regulatory approvals and permits to operate its business. Any delay or failure in that may affect the business.

COMPARISON WITH LISTED INDUSTRYPEERS (AS ON 31ST MARCH 2023)

FINANCIALS (RESTATED CONSOLIDATED)

OUTLOOK & VALUATION

Signature Global is the largest real estate player in Delhi, NCR, operating in affordable and lower-mid-segment housing. It is a well-known brand with a strong distribution network. The company also has large projects on hand.

But it has been a loss-making business for the last few years. Secondly, its major business is focused on a limited region. Changing government policies may also impact its business adversely.

As it has been at a loss, we cannot define its P/E valuation; however, its discounted revenue multiple is 3.48x, which is lower than the industry average. However, due to its current financial condition and other risk factors, we will avoid this IPO.

DISCLAIMER:

The information contained herein are strictly confidential and are meant solely for the information of the recipient and shall not be altered in any way, transmitted to, copied or distributed, in part or in whole, to any other person or to the media or reproduced in any form, without prior written permission of Swastika Investmart Ltd. (“SIL”). The contents of this document are for information purpose only. This document is not an investment advice and must not alone be taken as the basis for an investment decision. Before taking any decision to invest, the recipient of this document must read carefully the Red Herring Prospectus (“RHP”) issued to know the details of IPO and various risks and uncertainties associated with the investment in the IPO of the Company. All recipients of this document must before acting on the given information/details, make their own investigation and apply independent judgment based on their specific investment objectives and financial position. They can also seek appropriate professional advice from their own legal and tax consultants, advisors, etc. to understand the risks and investment considerations arising from such investment. The investor should possess appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstances before making any decisions on the investment. The Investor shall be solely responsible for any action taken based on this document. SIL shall not be liable for any direct or indirect losses arising from the use of the information contained in this document and accept no responsibility for statements made otherwise issued or any other source of information received by the investor and the investor would be doing so at his/her/its own risk. The information contained in this document should not be construed as forecast or promise or guarantee or assurance of any kind. The investors are not being offered any assurance or guaranteed or fixed returns on their investments. The users of this document must bear in mind that past performances if any, are not indicative of future results. The actual returns on investment may be materially different than the past. Investments in Securities market products and instruments including in the IPO of the Company are highly risky and they are generally not an appropriate avenue for someone with limited resources/ limited investment and low risk tolerance. Such Investments are subject to market risks including, without limitation, price, volatility and liquidity and capital risks. Therefore, the users of this document must carefully consider all the information given in the RHP including the risks factors before making any investment in the Equity Shares of the Company.

Swastika Investmart Ltd or its analysts did not receive any compensation or other benefits from the companies mentioned in the report or third party in connection with preparation of the research report. Accordingly, neither Swastika Investmart Ltd nor Research Analysts have any material conflict of interest at the time of publication of this report. Compensation of our Research Analysts is not based on any specific merchant banking, investment banking or brokerage service transactions. Swastika Investment Ltd may have issued other reports that are inconsistent with and reach different conclusion from the information presented in this report. Research entity has not been engaged in market making activity for the subject company. Research analyst has not served as an officer, director or employee of the subject company. We have not received any compensation/benefits from the Subject Company or third party in connection with the Research Report.

CORPORATE & ADMINISTRATIVE OFFICE - 48, Jaora Compound, M.Y.H. Road, Indore - 452 001 | Phone 0731 - 6644000

Compliance Officer: Ms. Sheetal Duraphe Email: compliance@swastika.co.inPhone: (0731) 6644 241

Swastika Investmart Limited, SEBI Reg. No. : NSE/BSE/MSEI: INZ000192732 Merchant Banking: INM000012102 Investment Adviser: INA000009843 MCX/NCDEX: INZ000072532 CDSL/NSDL: IN-DP-115-2015 RBI Reg. No.: B-03-00174 IRDA Reg. No.: 713.

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Sai Silks (Kalamandir) Limited is amongst the top retailers of ethnic apparel, particularly sarees, in south India. Through its four store formats, i.e., Kalamandir, VaraMahalakshmi Silks, Mandir, and KLM Fashion Mall as well as through e-commerce channels. It offers its products to various segments of the market including premium ethnic fashion, ethnic fashion for middle income, and value-fashion, with a variety of products across different price points, thereby catering to customers across all market segments.

OBJECTS OF THE ISSUE

• Funding capital expenditure towards setting up 25 new stores and two warehouses.
• Funding the working capital requirements of the company. Payment of borrowings.

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KEY MANAGERIAL PERSONNEL

Ravindra Vikram Mamidipudi

Chairman & Independent Director of the Company. He has been a Director of the Company since February 18, 2022. He is a fellow member of the Institute of Chartered Accountants of India. He has approximately four decades of experience in finance sector. He is a partner at M. Anandam & Co., Chartered Accountants since 1981.

Nagakanaka Durga Prasad Chalavadi

Managing Director of the Company. He is also one of the Promoters of the Company and has been associated with the Company since its incorporation. He has more than 16 years of experience in the retail sector and is responsible for the overall management, finance, internal controls and security systems of the Company.

Konduri Venkata Lakshmi Narasimha Sarma

Chief Financial Officer of the Company. He has been associated with the Company since March 1, 2022. He has been associated with the Company since March 1, 2022. He holds a bachelor’s degree in commerce from Osmania University. He is also a fellow member of the Institute of Cost Accountant of India. He has over 35 years of experience in Corporate Finance.

Matte Koti Bhaskara Teja

Company Secretary and Compliance Officer of the Company. He has been associated with the Company since November 5, 2018. He is also an associate member of the Institute of Company Secretaries of India. He has approximately 8 years of experience in secretarial work.

COMPANY PROFILE

• SSKL has a network of 54 stores as of July 31, 2023, in four south Indian states, i.e., Andhra Pradesh, Telangana, Karnataka, and Tamil Nadu.
• It offers a diverse range of products which includes various types of ultra-premium and premium sarees suitable for weddings, and party wear, as well as occasional and daily wear; lehengas, men’s ethnic wear, children’s ethnic wear, and value fashion products comprising fusion wear and western wear for women, men and children.
• It offers one of the widest portfolios of saree SKUs among women’s apparel brands in India with large retail outlets that provide customers with a wide variety of options in ethnic wear across various price points.
• The Company directly purchases the products from the master weavers, weavers, and vendors. It manages its inventory and logistics as well as its entire supply chain for all its channels from four of its warehouses in Karnataka, Andhra Pradesh, Telangana, and Tamil Nadu, and it

COMPETITIVE STRENGTHS

• Among the leading ethnic and value-fashion retail companies in South India.
• Scalable model, well positioned to leverage growth in the ethnic and value-fashion apparel industry in India.
• Strong presence in offline and online marketplace with an omni-channel network.
• Track record of growth, profitability, and unit economics with an efficient operating model. Experienced Promoter, management and in-house teams with proven execution capabilities.

KEY STRATEGIES

• High competition, pricing pressures, and fluctuating demand could hurt sales.
• The company relies heavily on sales in Southern India, which could be affected by adverse developments in the region.
• Maintaining sufficient inventory leads to high costs.
• The company operates in a fragmented market with unorganized competition.
• The company procures products from third-party vendors without long-term agreements. The growth of online retailers and discounting trends could hurt pricing ability.
• Sales are subject to seasonality.

COMPARISON WITH LISTED INDUSTRY PEERS (AS ON 31ST MARCH 2023)

FINANCIALS (RESTATED CONSOLIDATED)

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OUTLOOK & VALUATION

SSKL is the leading ethnic apparel retailer in the southern region of the country, with a network of 54 stores. The company has a strong presence in the offline and online markets with a track record of consistent growth and profitability. It is also strategizing to expand its footprint with a plan to set up 25 new stores.

However, concerns related to high competition, dependency on third-party vendors, regional concentration, and high cost are also there.

The issue is coming at a P/E valuation of around 27.3x, which seems fairly priced. Thus, after checking all the factors, this IPO could be considered for listing gain and long-term holding.

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DISCLAIMER:

The information contained herein are strictly confidential and are meant solely for the information of the recipient and shall not be altered in any way, transmitted to, copied or distributed, in part or in whole, to any other person or to the media or reproduced in any form, without prior written permission of Swastika Investmart Ltd. (“SIL”). The contents of this document are for information purpose only. This document is not an investment advice and must not alone be taken as the basis for an investment decision. Before taking any decision to invest, the recipient of this document must read carefully the Red Herring Prospectus (“RHP”) issued to know the details of IPO and various risks and uncertainties associated with the investment in the IPO of the Company. All recipients of this document must before acting on the given information/details, make their own investigation and apply independent judgment based on their specific investment objectives and financial position. They can also seek appropriate professional advice from their own legal and tax consultants, advisors, etc. to understand the risks and investment considerations arising from such investment. The investor should possess appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstances before making any decisions on the investment. The Investor shall be solely responsible for any action taken based on this document. SIL shall not be liable for any direct or indirect losses arising from the use of the information contained in this document and accept no responsibility for statements made otherwise issued or any other source of information received by the investor and the investor would be doing so at his/her/its own risk. The information contained in this document should not be construed as forecast or promise or guarantee or assurance of any kind. The investors are not being offered any assurance or guaranteed or fixed returns on their investments. The users of this document must bear in mind that past performances if any, are not indicative of future results. The actual returns on investment may be materially different than the past. Investments in Securities market products and instruments including in the IPO of the Company are highly risky and they are generally not an appropriate avenue for someone with limited resources/ limited investment and low risk tolerance. Such Investments are subject to market risks including, without limitation, price, volatility and liquidity and capital risks. Therefore, the users of this document must carefully consider all the information given in the RHP including the risks factors before making any investment in the Equity Shares of the Company.

Swastika Investmart Ltd or its analysts did not receive any compensation or other benefits from the companies mentioned in the report or third party in connection with preparation of the research report. Accordingly, neither Swastika Investmart Ltd nor Research Analysts have any material conflict of interest at the time of publication of this report. Compensation of our Research Analysts is not based on any specific merchant banking, investment banking or brokerage service transactions. Swastika Investment Ltd may have issued other reports that are inconsistent with and reach different conclusion from the information presented in this report. Research entity has not been engaged in market making activity for the subject company. Research analyst has not served as an officer, director or employee of the subject company. We have not received any compensation/benefits from the Subject Company or third party in connection with the Research

Report.

CORPORATE & ADMINISTRATIVE OFFICE - 48, Jaora Compound, M.Y.H. Road, Indore - 452 001 | Phone 0731 - 6644000

Compliance Officer: Ms. Sheetal Duraphe Email: compliance@swastika.co.inPhone: (0731) 6644 241

Swastika Investmart Limited, SEBI Reg. No. : NSE/BSE/MSEI: INZ000192732 Merchant Banking: INM000012102 Investment Adviser: INA000009843 MCX/NCDEX: INZ000072532

CDSL/NSDL: IN-DP-115-2015 RBI Reg. No.: B-03-00174 IRDA Reg. No.: 713.

भारत में आमतौर पर कीमती धातुओं की खरीद साल की दूसरी छह माहि में बढ़ती हुई दिखाई देती है। इस बीच, कच्चे तेल के भाव में बढ़त और सोने के इम्पोर्ट में बढ़ोतरी से भारत का ट्रेड बैलेंस -20.7 बिलियन बढ़कर -24 बिलियन हो गया है जिससे डॉलर मजबूत हो कर 83.20 रुपये पर पहुंच गया है। भारत में त्यौहार शुरू होने के पहले सोने का इम्पोर्ट इस साल अगस्त 2022 की तुलना में 40 प्रतिशत अधिक रहने का अनुमान है जिससे सोने और चांदी के भाव को घरेलु मांग का सपोर्ट भी मिल रहा है। जबकि इस साल मानसून कमजोर रहने के चलते मुद्रास्फीति को बल मिल सकता है जो सेफ हैवन मांग बढ़ा सकता है। कॉमेक्स वायदा में सोने और चांदी की कीमतों में दो हफ्तों से चल रहा दबाव फेड बैठक के पहले कम होता दिखाई दिया है। अमेरिकी कंस्यूमर और प्रोडूसर मुद्रास्फीति में हुई बढ़ोतरी मामूली रहने के चलते अनुमान लगाया जा रहा है की फेड इस सप्ताह होने वाली बैठक में ब्याज दरे नहीं बढ़ाएगा। हालांकि, बढ़ती मुद्रास्फीति पर नियंत्रण करने के लिए हॉकिश टिपण्णी, कीमती धातुओं के भाव में बढ़ोतरी की सम्भावना को सीमित कर सकती है। यूरोपियन सेंट्रल बैंक द्वारा पिछले सप्ताह मुद्रास्फीति को स्थिर करने के लिए डिपोसिट रेट में बढ़ोतरी की गई है जबकि चीन द्वारा अपनी अर्थव्यस्था को बढ़ाने और लोकल बैंक को सपोर्ट करने के लिए रिज़र्व आवश्यकता में कटौती की है, जो चांदी की ग्लोबल मांग के लिए अच्छा होगा। इस सप्ताह फेड की बैठक कीमती धातुओं के भाव को नै दिशा है।

‍तकनिकी विश्लेषण :

इस सप्ताह कीमती धातुओं के भाव में सुधार रहने की सम्भावना है। एमसीएक्स अक्टूबर वायदा सोने में सपोर्ट 58000 रुपये पर है और रेजिस्टेंस 59700 रुपये पर है। दिसंबर वायदा चांदी में सपोर्ट 70000 रुपये पर है और रेजिस्टेंस 74000 रुपये पर है।

Zaggle Prepaid Ocean Services Limited is a leading player in spend management with a diversified offering of fintech and SaaS products and services to corporates. Their SaaS platform is designed for (i) business spend management (including expense management and vendor management); (ii) rewards and incentives management for employees and channel partners; and (iii) gift card management for merchants, which they refer to as customer engagement management system (CEMS).

OBJECTS OF THE ISSUE

• Expenditure towards Customer acquisition and retention.
• Expenditure towards the development of technology and products.
• Payment of certain borrowings availed by the company.

Raj P Narayanam

Executive Chairman of the Company. He has been on the Board of the Company since April 30, 2012. He completed post graduate diploma in business management with specialisation in finance from the FORE School of Management, New Delhi. He has experience in the technology and fintech industry.

Hari Priya

Company Secretary and Compliance Officer of the Company. She joined the Company on January 18, 2022. Prior to joining this company, she worked with Axis Clinicals Limited as assistant general manager- company secretary, Gayatri Projects Limited as assistant company secretary and Spandana Sphoorty Financial Limited as deputy company secretary and manager– corporate affairs

Avinash Ramesh Godkhind

Managing Director and Chief Executive officer of the Company. He has been on the Board of the Company since May 7, 2012. He holds a bachelors’ degree in engineering from Bangalore University, and a masters’ degree in business administration from the University of Chicago. Prior to this, he worked as an Assistant Vice President at Citibank N.A., India.

Venkata Aditya Kumar Grandhi

Chief Financial Officer of the Company. He joined the Company as vice president-finance and accounts on May 9, 2022 and was promoted as the Chief Financial Officer on August 25, 2022. He is a member of the Institute of Chartered Accountants of India, New Delhi. Prior to joining this Company, he worked at Spandana Sphoorty Financial Limited.

COMPANY PROFILE

• Zaggle Prepaid Ocean Services is a leading player in spend management, with more than 50 million prepaid cards issued in partnership with banking partners and more than 2.27 million users served, as of March 31, 2023’.
• The Company’s network of corporate customers (“Customers”) covers the banking and finance, technology, healthcare, manufacturing, FMCG, infrastructure, and automobile industries, among others. The Company has relationships with brands such as TATA Steel, Persistent Systems, Vitech, Inox, Pitney Bowes, Wockhardt, MAZDA, PCBL (RP – Sanjiv Goenka Group), Hiranandani group, Cotiviti, and Greenply Industries.
• Its core product portfolio includes i) ‘Propel’ (a corporate SaaS platform for channel rewards and incentives, employee rewards and recognition), ii) ‘Save’ (a SaaS-based platform and a mobile application to offer expense management solution), iii) ‘CEMS’ (a customer engagement management system), iv) ‘Zaggle Payroll’ Card (a prepaid payroll card), and v) ‘Zoyer’ (an integrated data-driven, SaaS- based business spend management platform).

COMPETITIVE STRENGTHS

• Differentiated SaaS-based fintech platform, offering a combination of payment instruments, mobile applications, and API integrations.
• In-house developed technology and strong network effect.
• Business model with diverse sources of revenue and low customer acquisition and retention costs. Diversified customer relationships across sectors along with preferred banking and merchant partnerships.
• Seasoned management team with deep domain expertise supported by a professional workforce.

KEY STRATEGIES

• Continue to increase the Customer base of corporate accounts, SMB accounts, start-ups and merchants.
• Continue to scale and expand by increasing user penetration and cross-selling within the existing Customer base.
• Continue to innovate to introduce new products and use cases.
• Leverage strategic partnerships with financial institutions and merchants.

KEY CONCERNS

• The Company is dependent on their relationships with their banking partners, for a substantial portion of their revenue, which is derived from Program Fees generated from their arrangements with such banking partners.
• The Company is dependent on third-party Payment Networks, channel partners, and third-party providers for various aspects of its business and its growth.
• It may encounter challenges with the adoption and usage of the products if it is not able to successfully integrate with other software applications.
• The Company operates in a highly competitive industry.
• It experienced negative operating cash flows in Fiscal 2023 and negative net worth as of March 31, 2022, and March 31, 2021.

COMPARISON WITH LISTED INDUSTRY PEERS (AS ON 31ST MARCH 2023)

There are no directly listed companies in India, or internationally, whose business portfolio is comparable with that of our business and comparable to Zaggle Prepaid Ocean Services Limited’s scale of operations. Hence, it is not possible to provide an industry comparison in relation to this Company.

FINANCIALS (RESTATED CONSOLIDATED)

OUTLOOK & VALUATION

Zaggle Prepaid Ocean Services Limited is a uniquely positioned player in the fintech industry, offering a diversified suite of products and services. The company has a SaaS-based fintech platform and in- house-developed technology. Additionally, the company has diverse sources of revenue and a low-cost operation model.

However, there are some concerns about the company's financial performance. The company has a major dependency on third parties, and it has faced negative cash flow and a decline in its profitability in recent years. Additionally, the company operates in a highly competitive industry.

The IPO is coming at a P/E valuation of 66.6x, which is significantly higher than the valuations of its listed peers. The company's debt-to- equity ratio is also high.

Overall, we believe that the risks outweigh the potential rewards for this IPO. We would avoid investing in this IPO.

DISCLAIMER:

The information contained herein are strictly confidential and are meant solely for the information of the recipient and shall not be altered in any way, transmitted to, copied or distributed, in part or in whole, to any other person or to the media or reproduced in any form, without prior written permission of Swastika Investmart Ltd. (“SIL”). The contents of this document are for information purpose only. This document is not an investment advice and must not alone be taken as the basis for an investment decision. Before taking any decision to invest, the recipient of this document must read carefully the Red Herring Prospectus (“RHP”) issued to know the details of IPO and various risks and uncertainties associated with the investment in the IPO of the Company. All recipients of this document must before acting on the given information/details, make their own investigation and apply independent judgment based on their specific investment objectives and financial position. They can also seek appropriate professional advice from their own legal and tax consultants, advisors, etc. to understand the risks and investment considerations arising from such investment. The investor should possess appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstances before making any decisions on the investment. The Investor shall be solely responsible for any action taken based on this document. SIL shall not be liable for any direct or indirect losses arising from the use of the information contained in this document and accept no responsibility for statements made otherwise issued or any other source of information received by the investor and the investor would be doing so at his/her/its own risk. The information contained in this document should not be construed as forecast or promise or guarantee or assurance of any kind. The investors are not being offered any assurance or guaranteed or fixed returns on their investments. The users of this document must bear in mind that past performances if any, are not indicative of future results. The actual returns on investment may be materially different than the past. Investments in Securities market products and instruments including in the IPO of the Company are highly risky and they are generally not an appropriate avenue for someone with limited resources/ limited investment and low risk tolerance. Such Investments are subject to market risks including, without limitation, price, volatility and liquidity and capital risks. Therefore, the users of this document must carefully consider all the information given in the RHP including the risks factors before making any investment in the Equity Shares of the Company.

Swastika Investmart Ltd or its analysts did not receive any compensation or other benefits from the companies mentioned in the report or third party in connection with preparation of the research report. Accordingly, neither Swastika Investmart Ltd nor Research Analysts have any material conflict of interest at the time of publication of this report. Compensation of our Research Analysts is not based on any specific merchant banking, investment banking or brokerage service transactions. Swastika Investment Ltd may have issued other reports that are inconsistent with and reach different conclusion from the information presented in this report. Research entity has not been engaged in market making activity for the subject company. Research analyst has not served as an officer, director or employee of the subject company. We have not received any compensation/benefits from the Subject Company or third party in connection with the Research Report.

CORPORATE & ADMINISTRATIVE OFFICE - 48, Jaora Compound, M.Y.H. Road, Indore - 452 001 | Phone 0731 - 6644000

Compliance Officer: Ms. Sheetal Duraphe Email: compliance@swastika.co.inPhone: (0731) 6644 241

Swastika Investmart Limited, SEBI Reg. No. : NSE/BSE/MSEI: INZ000192732 Merchant Banking: INM000012102 Investment Adviser: INA000009843 MCX/NCDEX: INZ000072532 CDSL/NSDL: IN-DP-115-2015 RBI Reg. No.: B-03-00174 IRDA Reg. No.: 713.

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SAMHI Hotels Limited is a branded hotel ownership and asset management platform in India. SAMHI Hotels has a portfolio of 4,801 keys across 31 operating hotels in 14 of India's key urban consumption centers, including Bengaluru, Hyderabad, National Capital Region (NCR), Pune, Chennai and Ahmedabad, as of March 31, 2023. The company also has 2 hotels under development with a total of 461 keys in Kolkata and Navi Mumbai.

OBJECTS OF THE ISSUE

• Payment of certain borrowings availed of by the company and the subsidiaries.
• General corporate purposes.

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Ashish Jakhanwala

Chairman, Managing Director and Chief Executive Officer of the Company. He has been a member of the Board since December 28, 2010. He has experience in the field of hotel operations, design, consulting and investment

Gyana Das

Executive Vice President and Head of Investments of the company. He joined the Company on February 8, 2011.

Previously, he was associated with Inter Globe Hotels Private Limited.

Sanjay Jain

Senior Director - Corporate Affairs, Company Secretary and Compliance Officer of the Company. He is a member of the Institute of Company Secretaries of India and a member of the Institute of Cost and Works Accountants of India.

Rajat Mehra

Chief Financial Officer of the Company. He joined our Company on December 11, 2012. Previously, he was associated with Religare Corporate Services Limited as an executive vice president finance change management

Tanya Chakravarty

General Counsel of the Company. She joined the Company on May 2, 2017. Previously, she was associated with Phoenix Legal, Vaish Associates Advocates and Unitech Limited

COMPANY PROFILE

• The company has a branded hotel ownership and asset management platform in India, with the third- largest inventory of operational keys.
• Within 12 years of starting business operations, the Company built a portfolio of 3,839 keys across 25 operating hotels in 12 of India’s key urban consumption centers, including Bengaluru, Hyderabad, National Capital Region, Pune, Chennai, and Ahmedabad, as of March 31, 2023.
• Pursuant to the completion of the ACIC Acquisition on August 10, 2023, the company portfolio has further increased to 4,801 keys across 31 operating hotels.
• The company categorizes its hotel portfolio into three distinct hotel segments based on brand classification-Upper Upscale, Upper Mid-scale, and Mid-scale.

COMPETITIVE STRENGTHS

• Company’s ability to acquire dislocated hotels and demonstrated track record to re-rate hotel performance through renovation and/or rebranding.
• The company’s portfolio’s scale and diversification are further enhanced by sector tailwinds. The track record of managing hotels efficiently.
• It’s ability to create operating efficiencies and long-term performance using analytics tools. The company’s has strong governance and seasoned management team.

KEY STRATEGIES

• Its hotels are positioned to benefit from favorable demand trends in the hospitality industry and enhance operating efficiencies.
• Complete development of identified opportunities that are currently under development. Integrate the ACIC Portfolio to drive enhanced performance.
• Pursue growth opportunities via programmatic capital deployment, tactical mergers and acquisitions.
• Ensure disciplined capital allocation and reduction of debt.

KEY CONCERNS

• Business is subject to seasonal and cyclical variations that could result in fluctuations in results of operations.
• A significant portion of revenues are derived from a few hotels and from hotels concentrated in a few geographical regions.
• Company experienced restated losses and negative net worth in recent years.
• The hospitality industry is intensely competitive and company inability to compete effectively may adversely affect business, results of operations and financial condition.
• Company subject to extensive government regulation with respect to safety, health, environmental, real estate, excise and labor laws.

COMPARISON WITH LISTED INDUSTRY PEERS (AS ON 31ST MARCH 2023)

FINANCIALS (RESTATED CONSOLIDATED)

OUTLOOK & VALUATION

SAMHI Hotels Limited is a branded hotel ownership and asset management platform in India. The company has a track record of successfully renovating or rebranding hotels to improve performance, and it actively pursues growth prospects through tactical mergers, acquisitions and programmatic capital investment.

SHL, is currently a loss-making hospitality company. The company's financial performance has been poor for the last three years, but it is making progress on cutting losses. But business is subject to seasonal and cyclical variations that could result in fluctuations in the results of operations.

The company is loss-making, so we do not have a P/E ratio. However, its sales multiple is 3.7X, which is below when compared to the industry average. However, as the company is in financial trouble, we won't apply for this IPO.

DISCLAIMER:

The information contained herein are strictly confidential and are meant solely for the information of the recipient and shall not be altered in any way, transmitted to, copied or distributed, in part or in whole, to any other person or to the media or reproduced in any form, without prior written permission of Swastika Investmart Ltd. (“SIL”). The contents of this document are for information purpose only. This document is not an investment advice and must not alone be taken as the basis for an investment decision. Before taking any decision to invest, the recipient of this document must read carefully the Red Herring Prospectus (“RHP”) issued to know the details of IPO and various risks and uncertainties associated with the investment in the IPO of the Company. All recipients of this document must before acting on the given information/details, make their own investigation and apply independent judgment based on their specific investment objectives and financial position. They can also seek appropriate professional advice from their own legal and tax consultants, advisors, etc. to understand the risks and investment considerations arising from such investment. The investor should possess appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstances before making any decisions on the investment. The Investor shall be solely responsible for any action taken based on this document. SIL shall not be liable for any direct or indirect losses arising from the use of the information contained in this document and accept no responsibility for statements made otherwise issued or any other source of information received by the investor and the investor would be doing so at his/her/its own risk. The information contained in this document should not be construed as forecast or promise or guarantee or assurance of any kind. The investors are not being offered any assurance or guaranteed or fixed returns on their investments. The users of this document must bear in mind that past performances if any, are not indicative of future results. The actual returns on investment may be materially different than the past. Investments in Securities market products and instruments including in the IPO of the Company are highly risky and they are generally not an appropriate avenue for someone with limited resources/ limited investment and low risk tolerance. Such Investments are subject to market risks including, without limitation, price, volatility and liquidity and capital risks. Therefore, the users of this document must carefully consider all the information given in the RHP including the risks factors before making any investment in the Equity Shares of the Company.

Swastika Investmart Ltd or its analysts did not receive any compensation or other benefits from the companies mentioned in the report or third party in connection with preparation of the research report. Accordingly, neither Swastika Investmart Ltd nor Research Analysts have any material conflict of interest at the time of publication of this report. Compensation of our Research Analysts is not based on any specific merchant banking, investment banking or brokerage service transactions. Swastika Investment Ltd may have issued other reports that are inconsistent with and reach different conclusion from the information presented in this report. Research entity has not been engaged in market making activity for the subject company. Research analyst has not served as an officer, director or employee of the subject company. We have not received any compensation/benefits from the Subject Company or third party in connection with the Research Report.

CORPORATE & ADMINISTRATIVE OFFICE - 48, Jaora Compound, M.Y.H. Road, Indore - 452 001 | Phone 0731 - 6644000

Compliance Officer: Ms. Sheetal Duraphe Email: compliance@swastika.co.inPhone: (0731) 6644 241

Swastika Investmart Limited, SEBI Reg. No. : NSE/BSE/MSEI: INZ000192732 Merchant Banking: INM000012102 Investment Adviser: INA000009843 MCX/NCDEX: INZ000072532 CDSL/NSDL: IN-DP-115-2015 RBI Reg. No.: B-03-00174 IRDA Reg. No.: 713.