Monika Alcobev

Bonded Warehouses ensuring Supply-Chain Efficiencies.

One of the leading player in the imported liquor sector, offering a diverse portfolio of premium and luxury alcoholic beverages.

Operating in Industry having high barriers to entry.

Long Standing Relationships with customers.

Experienced management team and qualified personnel with significant industry experience.

Exclusive selling rights for various premium and luxury spirits and their distribution and marketing.

The company industry operates under a complex licensing and excise framework, which is subject to evolving laws, rules, and regulations, as well as legal uncertainties, including potential unfavorable interpretations of corporate and tax laws.

Dependence on exclusive selling rights and potential changes in market rights of the Company may adversely affect its business.

The company has long-standing relationship with its suppliers for the spirits and wines that the company distribute and market. An increase in the cost of, or a shortfall in the availability of such spirits and wines or its inability to leverage existing or new relationships with the company suppliers could have an adverse effect on its business and results of operations.

The company is substantially dependent on the sales of its whisky and tequila which generated 72.39%, 65.77%, 59.33% and 49.58% of its revenue from operations from nine month period ended December 31, 2024, Fiscals 2024, 2023 and 2022. Any reduction in sales of these products could have material adverse effect on its business, financial condition, results of operations and prospects.

Our success relies on our ability to strengthen and grow our brand portfolio, which is key to driving consumer recognition and business growth.

Any supply disruptions in our products could adversely and materially affect our business.

Consumer tastes and preferences are subject to change and shifts in these preferences could lead to reduced demand for our products. If we fail to adapt our offerings to evolving market trends, consumer preferences, and spending behaviours, we may experience a decline in sales.

The loss of our key customers or significant reduction in sales of, or demand for our products from our significant customers may adversely affect our business, results of operations and financial condition.

We are exposed to foreign exchange risks, which could negatively impact our financial performance and results of operations.

We do not have a formal hedging policy and accordingly, face foreign exchange risks that could adversely affect our results of operations and cash flows.

Advertising of alcoholic beverage products is restricted in India and we are unable to advertise our products by traditional means.

We may be unable to increase the selling price of our products which could adversely affect our business, financial condition, results of operations and prospects.

We have had negative cash flows in the past and may have negative cash flows in the future.

Our Company, and some of our Director(s) and Key Managerial Personnel are parties to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on our business, results of operations and financial condition.

We have certain contingent liabilities, which if they materialise, may adversely affect our financial condition, cash flows and results of operations.

Our Company has been unable to file Form FC-GPR in relation to the issuance of our equity shares in to a person resident outside India and cannot assure you that this matters will be resolved

Our financing agreements impose certain restrictions on our operations, and our failure to comply with operational and financial covenants may adversely affect our business and financial condition.

Our Company has declared dividends during the Fiscal 2024. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements and capital expenditures

There have been certain delays in payment of statutory dues in the past. Any delay in payment of statutory dues in future, may result in the imposition of penalties and in return may have an adverse effect on our business, financial condition and results of operations

Our business operations require significant working capital. If we experience insufficient cash flows to meet required payments on our working capital requirements, there may be an adverse effect on the results of our operations.

Any delay in the collection of our dues and receivables from our clients may have a material and adverse effect on our results of operations and cash flows.

We require a number of approvals, licenses, registration and permits for our business and failure to obtain or renew them in a timely manner may adversely affect our operations.

We are dependent on third party transportation providers for delivery of products to us from our suppliers and delivery of products to our customers. Any failure on part of such service providers to meet their obligations could have a material adverse effect on our business, financial condition and results of operation.

We are dependent upon the experience and skill of our Promoters, Key Managerial Personnel and Senior Management Personnel for conducting our business and undertaking our day to day operations. The loss of or our inability to retain, such persons could materially and adversely affect our business performance.

Our Directors do not 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 non-compliance where our Directors are held liable and responsible, we may have to appoint new directors

Our insurance coverage may not be adequate or we may incur uninsured losses or losses in excess of our insurance coverage which could have a material adverse impact on our financial condition.

There are certain delays in the secretarial filings which may be subject to regulatory actions and penalties.

This Draft Red Herring Prospectus contains information from an industry report which we have paid for and commissioned from Technopak Advisors Private Limited, appointed by our Company exclusively for the purpose of the Offer. Technopak Advisors Private Limited is an independent third-party entity and is not related to the Company, its Promoters or Directors in any manner whatsoever. There can be no assurance that such third party statistical, financial and other industry information is either complete or accurate.

Our Company has undertaken an issuance of bonus Equity Shares in the past. However, we cannot assure you that our Company will be able to undertake an issuance of bonus Equity Shares in the future.

Our Company has in the past entered into related party transactions and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our Company`s financial condition and results of operations

Any downgrade in our credit ratings in the future may increase interest rates for refinancing our borrowings, which would increase our cost of borrowings, and adversely affect our ability to borrow on a competitive basis.

A portion of the Net Proceeds may be utilised for repayment or prepayment of certain loan facilities availed by our Company.

We have availed unsecured loans that may be recalled at any time

Changes in the social perception of alcohol beverage consumption or regulations related to alcohol could adversely affect our alcohol beverages business.

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

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

The average cost of acquisition of Equity Shares held by our Promoters could be lower than the Offer Price.

Our Company`s future funding requirements, in the form of further issue of capital or other securities and/or loans taken by us, may turn out to be prejudicial to the interest of the shareholders depending upon the terms and conditions on which they are raised.

Our Company has during the preceding one year from the date of the Draft Red Herring Prospectus have allotted Equity Shares at a price which is lower than the Offer Price.

Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S.GAAP, which may be material to investors` assessments of our financial condition, result of operations and cash flows.

Our Company will not receive any proceeds from the Offer for Sale Portion, and the Selling Shareholders shall be entitled to the Offer Proceeds to the extent of the Equity Shares offered by it in the Offer for Sale.

Any increase in interest rates would have an adverse effect on our results of operations and will expose our Company to interest rate risks.

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

The company has had negative cash flows in the past and may have negative cash flows in the future.

Its success relies on the company ability to strengthen and grow its brand portfolio, which is key to driving consumer recognition and business growth.

Any supply disruptions in its products could adversely and materially affect the company business.

Its insurance coverage may not be adequate or the comnpany may incur uninsured losses or losses in excess of its insurance coverage which could have a material adverse impact on the company financial condition.

Consumer tastes and preferences are subject to change and shifts in these preferences could lead to reduced demand for its products. If the company fails to adapt its offerings to evolving market trends, consumer preferences, and spending behaviours, its may experience a decline in sales.

Any delay in the collection of its dues and receivables from the company clients may have a material and adverse effect on its results of operations and cash flows.

The loss of its key customers or significant reduction in sales of, or demand for the company products from its significant customers may adversely affect the company business, results of operations and financial condition.

The company is exposed to foreign exchange risks, which could negatively impact its financial performance and results of operations.

The company does not have a formal hedging policy and accordingly, face foreign exchange risks that could adversely affect its results of operations and cash flows.

Advertising of alcoholic beverage products is restricted in India and the company is unable to advertise our products by traditional means.

Its may be unable to increase the selling price of the company products which could adversely affect its business, financial condition, results of operations and prospects.

The Company, and some of its Director(s) and Key Managerial Personnel are parties to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on its business, results of operations and financial condition.

The company has certain contingent liabilities, which if they materialise, may adversely affect its financial condition, cash flows and results of operations.

The Company has been unable to file Form FC-GPR in relation to the issuance of its equity shares in to a person resident outside India and cannot assure you that this matters will be resolved.

The company issued shares at an increased valuation in the financial year 2025. However, there can be no assurance that such increased valuation could be sustained going forward.

Its financing agreements impose certain restrictions on the company operations, and its failures to comply with operational and financial covenants may adversely affect the company business and financial condition.

The Company has declared dividends during the Fiscal 2024 and 2025. Our ability to pay dividends in the future will depends upon its future earnings, financial condition, cash flows, working capital requirements and capital expenditures

There have been certain delays in payment of statutory dues in the past. Any delay in payment of statutory dues in future, may result in the imposition of penalties and in return may have an adverse effect on its business, financial condition and results of operations.

Its business operations require significant working capital. If the company experience insufficient cash flows to meet required payments on its working capital requirements, there may be an adverse effect on the results of the company operations.

The company requires a number of approvals, licenses, registration and permits for its business and failure to obtain or renew them in a timely manner may adversely affect its operations.

The company is dependent on third party transportation providers for delivery of products to it from the company suppliers and delivery of products to its customers. Any failures on part of such service providers to meet their obligations could have a material adverse effect on the company business, financial condition and results of operation.

The company is dependent upon the experience and skill of its Promoters, Key Managerial Personnel and Senior Management Personnel for conducting its business and undertaking our day to day operations. The loss of or the company inability to retain, such persons could materially and adversely affect its business performance.

Its Directors do not have any prior experience of being a director in any other listed company in India and this may present certain potential challenges for the Company and in the event of any material non-compliance where our Directors are held liable and responsible, its may have to appoint new directors.

There are certain delays in the secretarial filings which may be subject to regulatory actions and penalties.

This Red Herring Prospectus contains information from an industry report which we have paid for and commissioned from Technopak Advisors Private Limited, appointed by the Company exclusively for the purpose of the Offer. Technopak Advisors Private Limited is an independent third-party entity and is not related to the Company, its Promoters or Directors in any manner whatsoever. There can be no assurance that such third party statistical, financial and other industry information is either complete or accurate.

The Company has undertaken an issuance of bonus Equity Shares in the past. However, its cannot assure you that the Company will be able to undertake an issuance of bonus Equity Shares in the future.

The Company has in the past entered into related party transactions and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on the Company`s financial condition and results of operations.

Any downgrade in its credit ratings in the future may increase interest rates for refinancing the company borrowings, which would increase its cost of borrowings, and adversely affect the company ability to borrow on a competitive basis.

A portion of the Net Proceeds may be utilised for repayment or prepayment of certain loan facilities availed by the Company

The company has availed unsecured loans that may be recalled at any time.

Changes in the social perception of alcohol beverage consumption or regulations related to alcohol could adversely affect its alcohol beverages business.

Its Promoters and members of the company Promoter Group will be able to exercise significant influence and control over it after the Offer and may have interests that are different from or conflict with those of its other shareholders.

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

The average cost of acquisition of Equity Shares held by its Promoters could be lower than the Offer Price.

The Company`s future funding requirements, in the form of further issue of capital or other securities and/or loans taken by it, may turn out to be prejudicial to the interest of the shareholders depending upon the terms and conditions on which they are raised.

The Company`s future funding requirements, in the form of further issue of capital or other securities and/or loans taken by it, may turn out to be prejudicial to the interest of the shareholders depending upon the terms and conditions on which they are raised.

Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S.GAAP, which may be material to investors` assessments of its financial condition, result of operations and cash flows.

The Company will not receive any proceeds from the Offer for Sale Portion, and the Selling Shareholders shall be entitled to the Offer Proceeds to the extent of the Equity Shares offered by it in the Offer for Sale.

Any increase in interest rates would have an adverse effect on its results of operations and will expose the Company to interest rate risks.

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