Anil Fashions Limited IPO

01At a glance

What the company does: weaves denim and other woven fabrics on 52 airjet looms at a rented facility in Piplej, Ahmedabad, trades fabrics and textile dyes and chemicals, and makes masks and other protective products (DRHP p.165, DRHP p.166, DRHP p.173).

Who pays it: garment makers, fabric processing units, fabric and chemical traders, mask traders and retailers, 233 customers in FY26, with 93.19% of FY26 revenue from Gujarat (DRHP p.182, DRHP p.26). The top ten customers brought 56.97% of FY26 revenue (DRHP p.29). No customer is named.

Why it is raising money: ₹32.0 crore of the fresh issue goes to working capital, all of it to be spent in FY28; the general corporate purposes amount is blank (DRHP p.93). There is no offer for sale (DRHP p.1).

How fast it has grown: restated revenue from ₹38.3 crore in FY24 to ₹130.9 crore in FY26, about 84.9% a year, and profit after tax from ₹0.42 crore to ₹11.4 crore, about 424.6% a year (our arithmetic, DRHP p.60). The FY24 figures do not include the two companies merged in from April 2024, so the years are not comparable (DRHP p.239).

The one thing to understand: the financial statements in the document do not agree with each other. The proforma statements put the company's own FY26 profit after tax at ₹27.5 crore and FY25 at a loss of ₹1.0 crore, against restated consolidated profit of ₹11.4 crore and ₹2.5 crore for the same years (DRHP p.308, DRHP p.309, DRHP p.60). The document does not reconcile the two.

02The business, in plain words

What Anil Fashions does

Anil Fashions makes cloth. Yarn comes in on sized beams, airjet looms weave it into unfinished greige fabric, and the fabric is mended, inspected, finished on the company's own sublimation machine or sent out to finishing partners, then packed in bales and dispatched (DRHP p.172, DRHP p.173, DRHP p.174). The range runs from basic and fancy denim to cotton, polyester and blended fabrics using cotton, polyester, viscose and tencel yarns (DRHP p.168).

A garment maker, a processing unit or a trader wants fabric, dyes or masks → the company weaves the fabric itself, buys it from other weavers, or buys chemicals from suppliers → it weaves on 24 looms of 360 cm and 28 looms of 190 cm at Piplej, or resells what it bought → the customer pays an invoice on credit (DRHP p.173, DRHP p.176, DRHP p.177, DRHP p.95).

Two other lines sit beside the weaving. Trading covers bought-in fabrics and textile dyes, chemicals and auxiliaries such as vat indigo and wetting agents, part of it through the subsidiary Anil Organic Private Limited, bought on March 5, 2026 (DRHP p.166, DRHP p.209). Masks, N95 masks, surgeon caps and bouffant caps have been made since March 2020 (DRHP p.168). A licence to manufacture Class A or Class B medical devices is dated September 28, 2026 (DRHP p.335).

The company in its present form was put together recently. Sanchem Fabrics Limited, incorporated in 1999, absorbed Anil Fashions Private Limited and Gray Solutions Private Limited under a scheme sanctioned on November 20, 2025, effective April 1, 2024, and took the name Anil Fashions Limited on February 20, 2026 (DRHP p.2). It had 25 permanent employees at March 31, 2026, 16 of them in production, and uses contract workers (DRHP p.187, DRHP p.188).

The facility of 6,264.9 square metres is rented from Motilal Shyamlal Agarwal at ₹5,000 a month until February 2031; the document says the lessor is not a related party (DRHP p.190). A 1,000 KWP solar plant at Radhanpur, Patan, supplies captive power (DRHP p.186).

Earnings equation: Revenue = metres of fabric sold × price per metre + traded goods. The document gives metres produced, 87,23,098 in FY26, but not metres sold or prices, so the equation cannot be filled in from the filing (DRHP p.186).

03Where the money comes from

By activity (₹ crore):

Source: DRHP p.168, converted from ₹ lakh. Manufacturing revenue grew 6.64% in FY26 and trading 59.48% (DRHP p.318). The document does not split manufacturing between fabric and masks, or trading between fabric and chemicals.

By geography, Gujarat was 99.86% of FY24 revenue and 93.19% of FY26; Rajasthan, Delhi and Maharashtra were each under 2% in FY26 (DRHP p.26). Exports were ₹0.17 crore in FY25, to Sri Lanka via SEZ, and nil in FY26 (DRHP p.43). The milestones table records four direct exports to Bangladesh in 2026 (DRHP p.207). Repeat customers brought 45.49% of FY26 revenue (DRHP p.184).

Anil Fashions customers: how concentrated the revenue is

Source: DRHP p.29, DRHP p.30; top five is our arithmetic from the customer rows. Revenue depends on a few customers less than it did: ten of them brought ₹74.6 crore of FY26 revenue of ₹130.9 crore, against 83.2% in FY24 (DRHP p.29, DRHP p.30). The largest FY26 customer was 11.5% rounded (DRHP p.29). No customer is named, and there are no long-term contracts (DRHP p.27).

On the supply side, the top ten suppliers were 66.72% of FY26 purchases and the largest 19.60% (DRHP p.31). There are no long-term supply agreements (DRHP p.27).

04The growth record

Anil Fashions financials: revenue, profit and margins

Source: DRHP p.176, DRHP p.59, DRHP p.60, DRHP p.61, converted from ₹ lakh. Revenue went from ₹38.3 crore in FY24 to ₹130.9 crore in FY26 and profit after tax from ₹0.42 crore to ₹11.4 crore (DRHP p.60). Gross margin was 18.92%, 21.42% and 23.91% (DRHP p.176).

Our arithmetic over FY24 to FY26: revenue grew about 84.9% a year (our arithmetic, DRHP p.60), EBITDA about 201.8% a year (our arithmetic, DRHP p.176) and profit after tax about 424.6% a year (our arithmetic, DRHP p.60). EBITDA margin moved from 4.89% to 13.02%, up 813 basis points, so from 4.9% to 13.0% rounded (DRHP p.176).

The year ends on March 31 throughout. The FY24 column is Sanchem Fabrics Limited alone; FY25 includes the two merged companies under the pooling of interests method; FY26 also includes Anil Organic Private Limited from March 5, 2026; the auditor says FY24 is not comparable with later years to that extent (DRHP p.239). The merged companies' FY25 accounts were audited by S C Bohara & Associates, on whose reports the present auditor relies (DRHP p.240). The auditor reports no qualifications for any year (DRHP p.240).

What sits around the record:

• Cash: operating cash flow was −₹2.1 crore in FY26 against ₹11.4 crore of profit, after ₹16.7 crore went into inventory (DRHP p.61). Over the three years, ₹14.3 crore of profit came with ₹9.4 crore of operating cash flow (our arithmetic, DRHP p.60, DRHP p.61).
• Other income was ₹2.0 crore in FY26, about 14.1% of profit before tax of ₹14.2 crore, mostly GST and duty refunds and subsidy income of ₹1.3 crore and interest of ₹0.66 crore (our arithmetic, DRHP p.272, DRHP p.60). In FY24 other income of ₹0.62 crore was larger than profit before tax of ₹0.58 crore (DRHP p.60).
• Debt: borrowings were ₹40.4 crore at March 31, 2026, debt to equity 1.41 times (DRHP p.315). Net debt of ₹40.3 crore was about 2.4× FY26 EBITDA (our arithmetic, DRHP p.315, DRHP p.176). Return on capital employed was 27.86%, so 27.9% rounded (DRHP p.176). ₹7.8 crore of the borrowings were unsecured loans from directors and concerns in which they are interested (DRHP p.252).
• Customers and suppliers: the largest customer was 11.51% of FY26 revenue, so 11.5% rounded, and the top ten 56.97%, so 57.0% (DRHP p.29); the top ten suppliers were 66.72% of FY26 purchases, so 66.7% (DRHP p.31).
• Receivables: ₹40.8 crore at March 2026, of which ₹6.0 crore was more than six months past due (DRHP p.42). Receivable days were 97 in FY24 and 79 in FY26 (DRHP p.113).
• Working capital days: 123 in FY26 against 78 in FY25 (DRHP p.96).
• Contingent liabilities: ₹1.2 crore at March 31, 2026, bank guarantees and statutory dues (DRHP p.63).
• Related parties: the company paid promoters and relatives ₹1.8 crore for the shares of Anil Organic Private Limited in FY26 (DRHP p.276), and bought ₹1.1 crore of goods from the promoter group firms Ritesh Enterprises and Pratik Enterprises (our arithmetic, DRHP p.281).
• Capacity: the weaving facility ran at 68.14% of 1,28,00,000 metres in FY26, so 68.1% rounded (DRHP p.186).
• Industry: the commissioned report places the company in fabric manufacturing within textile manufacturing and processing (DRHP p.130).

05What the growth is made of

Revenue rose ₹92.6 crore from FY24 to FY26 (our arithmetic, DRHP p.60). Most of the first step is the merger. The FY24 column excludes Anil Fashions Private Limited and Gray Solutions Private Limited, which were merged in from April 1, 2024 (DRHP p.239). The proforma statements, which add the two companies to FY24, give a combined FY24 revenue of ₹106.3 crore, against restated FY25 revenue of ₹106.9 crore (DRHP p.308, DRHP p.60).

Acquisition: Anil Organic Private Limited, a chemicals trader with FY26 revenue of ₹23.7 crore, was bought from the promoters and relatives for ₹1.8 crore and consolidated from March 5, 2026 (DRHP p.209, DRHP p.302). The proforma FY26 revenue with a full year of the subsidiary is ₹150.9 crore (DRHP p.308).

Activities: in FY26 trading added ₹19.9 crore and manufacturing ₹4.8 crore (DRHP p.318). The company attributes FY26 growth to sales volumes, demand and a wider customer base, and the FY26 profit step to a finishing machine installed in March 2025, a rooftop solar plant from September 2024, scale, and subsidy income (DRHP p.318, DRHP p.319).

Capacity: installed capacity went from 72,00,000 metres in FY25 to 1,28,00,000 metres in FY26 and production from 47,35,837 to 87,23,098 metres (DRHP p.186). The FY24 production figure includes the pre-merger data of all three companies, while the FY24 accounts are Sanchem's alone (DRHP p.186, DRHP p.239).

Read from the filing: manufacturing revenue per metre produced works out to about ₹153.5 in FY25 and ₹88.9 in FY26, though manufacturing revenue also includes masks and the document gives metres produced, not metres sold (our arithmetic, DRHP p.168, DRHP p.186). The document gives no volumes sold and no prices, so the increase cannot be split into volume and price. That is the finding.

06Earnings quality

The item that needs explaining is inventory. It went from ₹10.5 crore at March 2025 to ₹30.0 crore at March 2026: ₹10.5 crore of raw material, ₹6.9 crore of work in progress and ₹12.6 crore of finished goods (DRHP p.267). The subsidiary brought ₹2.8 crore of opening stock (DRHP p.273). The company explains the rise as scale and the need to hold more stock (DRHP p.98).

The working capital chapter uses different FY26 figures: revenue of ₹127.3 crore, inventory of ₹28.1 crore and receivables of ₹28.2 crore, against ₹130.9 crore, ₹30.0 crore and ₹40.8 crore in the restated balance sheet (DRHP p.98, DRHP p.96, DRHP p.59). The chapter does not say which entity its figures cover. Employee costs fell from ₹1.7 crore in FY25 to ₹0.86 crore in FY26, while job work charges paid to outside processors were ₹7.6 crore (DRHP p.273, DRHP p.274).

07The balance sheet

At March 31, 2026 total assets were ₹88.6 crore: trade receivables ₹40.8 crore, inventories ₹30.0 crore, property, plant and equipment ₹12.2 crore, other current assets ₹3.3 crore (GST refunds and receivables), other non-current assets ₹1.2 crore, short-term loans and advances ₹1.1 crore and cash of ₹0.12 crore (DRHP p.59, DRHP p.270). Against them: short-term borrowings ₹28.7 crore, trade payables ₹15.7 crore, long-term borrowings ₹11.7 crore, short-term provisions ₹2.3 crore, other current liabilities ₹1.3 crore and net worth ₹28.6 crore (DRHP p.59).

Borrowings at March 31, 2026 were working capital from banks of ₹27.8 crore, term loans of ₹3.9 crore, current maturities of ₹0.86 crore and ₹7.8 crore unsecured from directors and concerns in which they are interested (DRHP p.252). At August 31, 2026 the company owed ₹36.7 crore, including a Punjab National Bank cash credit of ₹24.9 crore at 8.60%, and the subsidiary a further ₹8.6 crore (DRHP p.324, DRHP p.325).

The cash credit is secured on current assets, three residential bungalows at Satyam Bungalows and a plot at Orchid Greens, Sanand, with personal guarantees of directors (DRHP p.325). Promoters and promoter group members have also guaranteed the Punjab National Bank and SIDBI loans (DRHP p.41).

Source: DRHP p.315, DRHP p.93. The capitalisation statement leaves the post-issue column blank, and no issue money is earmarked for repaying debt (DRHP p.315, DRHP p.106). The working capital plan still assumes short-term bank borrowing of ₹26.0 crore in FY27 and FY28 (DRHP p.96).

08What the money is for

Anil Fashions IPO objects: what the money is for

Source: DRHP p.93. The rupee size of the issue depends on a price not yet set, so the share of each object cannot be worked out (DRHP p.1).

Working capital, ₹32.0 crore: all of it is to be spent in FY28 and none in FY27 (DRHP p.93). The company's projected working capital gap rises from ₹44.5 crore at March 2026 to ₹52.6 crore in FY27 and ₹91.3 crore in FY28 (DRHP p.96). The projection assumes inventory days of 83 and 85 and receivable days of 72 and 71 (DRHP p.96).

The company states that it expects revenue to rise about 20% in FY27 and 30% to 35% in FY28; that is the company's own expectation (DRHP p.98). The sanctioned bank working capital limit is ₹26.0 crore (DRHP p.95). A risk factor states the issue-funded requirement as ₹91.3 crore in FY27, which differs from the objects chapter (DRHP p.34).

The objects have not been appraised by any bank or financial institution, and no monitoring agency will be appointed because the issue is not above ₹50.0 crore (DRHP p.106). ₹0.16 crore of issue expenses had been paid from internal accruals by September 20, 2026 (DRHP p.104).

Into the business the fresh issue of up to 68,02,000 shares, at a price not yet set (DRHP p.1). To selling shareholders nothing; the entire issue is fresh shares (DRHP p.1).

09Who is selling

Anil Fashions IPO offer for sale: who is selling

Source: DRHP p.1, AP p.1. There is no offer for sale; the issue is 68,02,000 new shares (DRHP p.56). Promoters and the promoter group will not take part in the issue (DRHP p.91). The fresh issue is about 28.4% of the post-issue share capital (our arithmetic, DRHP p.56).

10Promoters

The promoters are Navin Ramniwas Agarwal, Ashok Ramniwas Agarwal and Anup Ramniwas Agarwal, who together hold 41.11% of the company; the document states that the three are brothers (DRHP p.227, DRHP p.216). Thirteen promoter group members, including four HUFs, hold the rest (DRHP p.87, DRHP p.88). The CFO, Pratik Navin Agarwal, is stated to be the son of Navin Ramniwas Agarwal (DRHP p.225).

Navin Ramniwas Agarwal, 53, has been Managing Director since April 1, 2026 and a director since incorporation, with 29 years of experience (DRHP p.212, DRHP p.214). Ashok Ramniwas Agarwal, 59, is a non-executive director with 31 years in sales and textile chemicals (DRHP p.212, DRHP p.215). Anup Ramniwas Agarwal, 57, joined the board on April 10, 2026 and became a non-executive director on September 1, 2026; the document records the qualification as not available (DRHP p.213, DRHP p.215). The three independent directors joined in July and September 2026 (DRHP p.219).

Pay: the managing director's salary is ₹1,00,000 a month; Anup Ramniwas Agarwal, a non-executive director, is also shown at ₹1,00,000 a month (DRHP p.217). The related-party note shows salary of ₹0.07 crore a year to Navin Ramniwas Agarwal in FY25 and FY26 and none to the promoters in FY24 (DRHP p.279). Director's remuneration in the accounts was ₹0.06 crore in FY24 and ₹0.25 crore in FY26 (DRHP p.273). The promoters were paid ₹0.38 crore of interest on their loans in FY26 (our arithmetic, DRHP p.279, DRHP p.280).

Group entities and loans: Pratik Enterprises and Ritesh Enterprises, promoter group firms at the company's own address, weave fabric on airjet looms, a line of business similar to the company's (DRHP p.233, DRHP p.234). The company bought ₹1.1 crore from them in FY26 and borrowed from them during the year (DRHP p.281, DRHP p.278). At August 31, 2026 the promoters and Neelam Anup Agarwal had lent the company ₹2.9 crore (DRHP p.325).

Cases: there are no criminal, civil, regulatory or tax proceedings against the promoters (DRHP p.328, DRHP p.329, DRHP p.330). No promoter shares are pledged (DRHP p.232).

Promoter economics: the average cost of the promoters' shares is ₹2.44 for Navin Ramniwas Agarwal, ₹2.41 for Ashok Ramniwas Agarwal and ₹2.68 for Anup Ramniwas Agarwal (DRHP p.88). Their holdings came from allotments at ₹10 and ₹100 between 1999 and 2015, shares under the merger scheme in December 2025, transfers from Ramniwas Agarwal and Sons HUF on August 25, 2026, and an 18:1 bonus on September 10, 2026 (DRHP p.75, DRHP p.76, DRHP p.86, DRHP p.87). The weighted average cost of shares acquired in the last 18 months is ₹1.30 (DRHP p.113).

11Who already owns it

Anil Fashions promoter holding before and after the IPO

Source: DRHP p.87, DRHP p.88. There are 1,71,10,583 shares before the issue and 2,39,12,583 after, held by 16 shareholders, all promoter or promoter group (DRHP p.56, DRHP p.87). The document leaves the after-issue percentages blank (DRHP p.87). If all 68,02,000 new shares are issued, the promoters' 41.11% becomes about 29.4%, so 41.11% → 29.4%, and the promoters with the promoter group go from 100% to about 71.6% (our arithmetic, DRHP p.87).

There is no outside shareholder, fund or company. The other large holders are Poonam Ashok Agarwal 8.16%, Navin Agarwal HUF 7.40% and Ashok Kumar Agarwal HUF 7.39% (DRHP p.84). The entire pre-issue capital is locked in for at least a year after listing (DRHP p.90).

12What changed just before the IPO

• Revenue and profit: revenue went from ₹38.3 crore in FY24 to ₹130.9 crore in FY26 and profit after tax from ₹0.42 crore to ₹11.4 crore (DRHP p.60).
• Receivables: receivable days went from 97 in FY24 to 79 in FY26, after 62 in FY25 (DRHP p.113).
• Promoter pay: no salary to the promoters in FY24, ₹0.07 crore in FY26 (DRHP p.279).
• Merger: Anil Fashions Private Limited and Gray Solutions Private Limited merged into the company with effect from April 1, 2024, sanctioned November 20, 2025, with 5,83,557 shares allotted on December 18, 2025 (DRHP p.2, DRHP p.76).
• Acquisition: Anil Organic Private Limited bought from promoters and relatives for ₹1.8 crore on March 5, 2026 (DRHP p.302).
• Borrowings went from ₹23.5 crore at March 2025 to ₹40.4 crore at March 2026 (DRHP p.59).
• Bonus issue: 18:1, allotted September 10, 2026, 1,62,10,026 shares, the last allotment before the IPO, with no price paid (DRHP p.76).
• Share transfers: 61,098 shares moved from Ramniwas Agarwal and Sons HUF to the three promoters on August 25, 2026, shown as gifts on one page and as a cash transfer at ₹37.575 on another (DRHP p.88, DRHP p.113).
• Auditor: B.M. Saraf and Company replaced Kunal Agarwal & Associates from April 1, 2023, appointed September 30, 2023 (DRHP p.70).
• Name: Sanchem Fabrics Limited became Anil Fashions Limited on February 20, 2026 (DRHP p.2).
• Public company: a public limited company since incorporation on February 1, 1999 (DRHP p.2).
• Board and officers: Navin Ramniwas Agarwal became Managing Director on April 1, 2026; Neelam Anup Agarwal resigned and Anup Ramniwas Agarwal joined on April 10, 2026; three independent directors joined in July and September 2026; the CFO was appointed April 1, 2026 and the company secretary September 10, 2026 (DRHP p.219, DRHP p.226).
• Registrations: the company registered with the Employees Provident Fund Organisation on August 15, 2026 (DRHP p.188).

13Capacity and expansion

Source: DRHP p.186, as certified by Dinesh P. Jani, independent chartered engineer, on September 09, 2026. Utilisation was 65.21% in FY24 and 65.77% in FY25 on 72,00,000 metres (DRHP p.186). The machinery table gives the looms a capacity of 80 lakh metres and the finishing machine 48 lakh metres, which differs from the 1,28,00,000 metres installed (DRHP p.179). The issue funds no new capacity. The document gives metres produced but not metres sold, so the step from capacity to revenue cannot be made here.

14Market size and industry structure

Anil Fashions industry: market size and growth

As claimed: the industry chapter is drawn from the "Textile Industry Report" by B2K Analytics Private Limited, part of Brickwork Group, which the company commissioned and paid for in connection with the issue; the document gives the consent letter date as September 15, 2026 but no report date (DRHP p.121, DRHP p.46, DRHP p.419). The commissioned report puts India's domestic textile and apparel market at USD 147 billion in FY2025, up from USD 50 billion in FY2011 (DRHP p.133). It puts the global fabrics market at USD 120.9 billion in 2023 and the global textile market at USD 1,115 billion in 2024 (DRHP p.142, DRHP p.130).

The part that is addressable: the company weaves woven fabric, mostly denim and other greige and finished fabrics, trades fabric and textile chemicals, and makes masks, almost all of it inside Gujarat (DRHP p.168, DRHP p.26). The chapter does not give a rupee or dollar size for Indian woven fabric, greige fabric or denim. It gives production instead: cotton woven fabric of about 3,68,142 thousand running metres in FY26 (DRHP p.148).

What the company is today: its FY26 production of 87,23,098 metres is about 2.4% of that cotton woven fabric figure, though the company's output includes blended and polyester fabrics the cotton figure does not cover (our arithmetic, DRHP p.186, DRHP p.148). Its FY26 revenue of ₹130.9 crore cannot be set against a market size in the same terms (DRHP p.60).

Size over time: the domestic textile and apparel market grew from USD 50 billion in FY2011 to USD 147 billion in FY2025; the commissioned report projects USD 250 billion by FY2030, about 11.2% a year (DRHP p.133). Within it, apparel went from USD 35 billion to USD 108 billion and technical textiles from USD 11 billion to USD 28 billion, with home textiles at USD 11 billion in FY2025 (DRHP p.133).

The report projects the global fabrics market, USD 90.8 billion in 2019, to reach about USD 185.5 billion by 2029, and the global textile market, USD 925 billion in 2018, to reach USD 1,612 billion by 2033 (DRHP p.142, DRHP p.130). It projects the Indian textile chemicals market at up to Rs 180.8 billion by 2030 (DRHP p.152). These are the report's projections, not figures from the company's accounts.

Segments: the report divides the industry by raw material (cotton, wool, silk, polyester, viscose, nylon, blends), by end use (apparel, home, technical, industrial and institutional textiles) and by method (woven, knitted, non-woven, greige and finished) (DRHP p.139, DRHP p.142). It places the company in woven greige fabric for shirting, suiting and bed sheets, with denim as a specialised category and non-woven masks as a separate line (DRHP p.130, DRHP p.149). The business chapter describes the company's manufacturing as primarily denim (DRHP p.168).

What drives demand: the chapter names population growth and urbanisation, with India's urban population put at about 600 million by 2036, rising incomes and festival and wedding seasons, organised retail and e-commerce, exports, new technology, sustainable fibres and fast fashion (DRHP p.157). It cites trade agreements with the UK, Oman, New Zealand, the EU and EFTA as improving market access (DRHP p.133).

Structure: about 95% of India's weaving sector is unorganised, and the decentralised power loom and hosiery sector makes 85% of fabric (DRHP p.141). The chapter describes the industry as highly fragmented, with clusters in Gujarat, Tamil Nadu and Punjab (DRHP p.160). It names as players Duke Fabrics (India) Limited, Parasnath Techgarments Private Limited, Radhika Collection Private Limited, Shikhar Prints Private Limited, Vera Synthetic Ltd. and Shree Om Shirtings Private Limited, and compares the company with Nandan Denim Limited and Varvee Global Limited (DRHP p.160, DRHP p.162). It gives no market shares.

Inputs and trade: cotton and polyester yarn are the main inputs, bought in Gujarat and Maharashtra (DRHP p.178). Raw material cost was 51.82% of the company's FY26 revenue (DRHP p.27). India exported 11,82,814 tonnes of cotton yarn in FY2026 and imported 9,305 tonnes (DRHP p.147). Fabric exports were USD 3,853 million in FY26 against imports of USD 1,467 million, and the trade surplus of USD 2,386 million was the lowest since FY21 (DRHP p.143). Woven fabric exports were USD 3,534 million in FY26 (DRHP p.144).

Rules: the Textiles Committee Act, 1963 and the Textile (Development and Regulation) Order, 2001 govern quality and records; mask making falls under the Medical Device Rules, 2017; and the Water and Air Acts cover pollution (DRHP p.192, DRHP p.194, DRHP p.195).

The company holds a factory licence valid to December 31, 2028, a Gujarat Pollution Control Board consent to establish dated April 2, 2026, and the medical device licence of September 28, 2026 (DRHP p.335, DRHP p.336). Several licences are still in the old name (DRHP p.336). The chapter lists PM MITRA, the PLI scheme with an outlay of Rs 10,683 crore for FY2026 to FY2030, and the National Technical Textiles Mission (DRHP p.159).

What the chapter says can go wrong: cotton, power and energy prices, dependence on downstream processors and garment makers, swings in apparel demand, fragmented competition and low-cost rivals in China, Vietnam and Bangladesh, and export and currency risk (DRHP p.158). It notes low entry barriers because cotton and labour are easy to find (DRHP p.158). The company says its business is not seasonal (DRHP p.323).

15Competitive position

Anil Fashions competitors

Source: DRHP p.111, DRHP p.162, DRHP p.176, converted from ₹ lakh. The peer figures are standalone and under Ind AS, while the company's are Indian GAAP (DRHP p.112). The document gives the peers' debt to equity as 0.21 and 0.04 times, not their borrowings (DRHP p.162). Varvee Global's FY26 EBITDA margin is 8.54% in the KPI table and 40.03% in the industry chapter (DRHP p.111, DRHP p.162). The peer KPI table also prints the company's own RoCE for FY25 and FY24 as 2.44%, against 26.96% and 7.55% elsewhere (DRHP p.111, DRHP p.176).

What the company puts forward: experienced management, a track record, its promoters, relations with dealers and a product range across price points (DRHP p.108), along with its airjet loom base and finishing equipment (DRHP p.184). The commissioned report itself lists commodity-driven competition on price, credit and delivery, with a limited value-added mix, as a weakness (DRHP p.163). Against that: one rented facility, no registered trademark, no long-term contracts, and 93.19% of revenue from one state (DRHP p.170, DRHP p.191, DRHP p.27, DRHP p.26).

16Peers the company named

Peers named in the offer document: Nandan Denim Limited and Varvee Global Limited (formerly Aarvee Denims and Exports Limited) (DRHP p.109, DRHP p.110).

The document says the peers are not strictly comparable given the company's nature and scale and are included for broader comparison (DRHP p.110). Nandan Denim is about 22 times the company's FY26 revenue with a much lower PAT margin; Varvee Global is about half its size (our arithmetic, DRHP p.111). Varvee Global's FY25 profit included a ₹124.9 crore gain on selling property, plant and equipment (DRHP p.112). The document prints their P/E on September 25, 2026 prices as 11.35 and 27.57 (DRHP p.109). The company's FY26 EPS is ₹6.68 on 1,71,10,583 post-bonus shares (DRHP p.108). With no issue price, no P/E for the company can be stated.

17Risks, in plain words

Anil Fashions IPO risks

Financial: the accounts disagree: the proforma statements show the company's own FY26 profit after tax as ₹27.5 crore and FY25 as a loss of ₹1.0 crore, against restated consolidated profit of ₹11.4 crore and ₹2.5 crore (DRHP p.308, DRHP p.309, DRHP p.60) → a reader cannot tell from the document which profit figure describes the business → the working capital chapter also uses FY26 revenue of ₹127.3 crore against ₹130.9 crore restated (DRHP p.98, DRHP p.60).

Financial: cash and working capital: operating cash flow of −₹2.1 crore in FY26 against ₹11.4 crore of profit, as inventory rose to ₹30.0 crore and receivables to ₹40.8 crore (DRHP p.61, DRHP p.59) → growth is being paid for with bank credit → borrowings rose from ₹23.5 crore to ₹40.4 crore in one year (DRHP p.59).

Business: comparability: FY24 excludes the two merged companies and FY26 includes an acquisition for less than a month (DRHP p.239) → the reported growth rates mix organic growth with structure changes → proforma FY24 combined revenue of ₹106.3 crore is close to restated FY25 revenue of ₹106.9 crore (DRHP p.308, DRHP p.60).

Customers: the top ten customers were 56.97% of FY26 revenue, none named, with no long-term contracts (DRHP p.29, DRHP p.27) → losing one or two large buyers would remove revenue quickly → the largest alone was ₹15.1 crore of FY26 revenue (DRHP p.29).

Business: one state, one site: 93.19% of FY26 revenue came from Gujarat, and all weaving is at one rented facility (DRHP p.26, DRHP p.170) → any local disruption reaches the whole business → utilisation was 68.14% in FY26 (DRHP p.186).

Promoters: related parties: the company paid promoters and relatives ₹1.8 crore for the subsidiary, buys from two promoter group firms in the same line of business, and pays interest on promoter loans (DRHP p.276, DRHP p.234, DRHP p.279) → the terms are not shown → interest to directors and the CFO was ₹0.42 crore in FY26 (DRHP p.280).

Financial: loans on demand: promoters have given unsecured loans repayable on demand (DRHP p.41) → a recall would strain liquidity → unsecured loans from directors and concerns were ₹7.8 crore at March 2026 (DRHP p.252).

Legal: tax: an income tax addition of ₹0.46 crore for FY 2017-18, made on the department's view that a loan from Dishman Carbogen Amics Limited was an accommodation entry, is under appeal (DRHP p.331) → the company says the entries were raw material purchases → the appeal is pending (DRHP p.331).

Issue-specific: the objects are not appraised and no monitoring agency is required; the whole ₹32.0 crore is scheduled for FY28 (DRHP p.106, DRHP p.93) → money raised now is not planned for use until FY28 → the promoters' average cost is ₹2.41 to ₹2.68 a share (DRHP p.88).

Regulation and compliance: the company records late and erroneous ROC filings, statutory records not kept electronically, and delayed statutory dues (DRHP p.28, DRHP p.38) → penalties remain possible → one promoter group member, Dinesh Ramavtar Gupta, has not been contactable for disclosures (DRHP p.43).

18Litigation and regulatory matters

Cases against Anil Fashions and its promoters

Criminal: none by or against the company, promoters, directors, key managerial personnel or group companies (DRHP p.328, DRHP p.329, DRHP p.330). Regulatory: no actions by statutory or regulatory authorities against any of them (DRHP p.328). Tax: one direct tax matter against the company, ₹0.46 crore, the only quantified case (DRHP p.330). Contingent liabilities: ₹1.2 crore at March 2026, of which bank guarantees ₹0.62 crore and statutory dues ₹0.59 crore (DRHP p.63). Corporate law:

the company records clerical errors in MGT-7, AOC-4 and ADT-1 filings for FY20 to FY25 and late filings with additional fees; no show cause notice has been issued (DRHP p.28, DRHP p.29). Statutory dues: delays and non-filings for provident fund, ESI, professional tax, GST and income tax, since regularised with interest and late fees (DRHP p.38). Material creditors were owed ₹10.1 crore at March 31, 2026 (DRHP p.332).

19Related-party transactions

Source: DRHP p.276, DRHP p.279, DRHP p.281, converted from ₹ lakh. Interest to directors and the CFO on their loans totalled ₹0.42 crore in FY26 and ₹0.47 crore in FY25 (DRHP p.280). Navin Ramniwas Agarwal also bought assets from the company at book value for ₹0.23 crore in FY26 (DRHP p.279). Neelam Anup Agarwal, a relative, drew ₹0.06 crore of salary in FY25 and FY26 (DRHP p.281).

What appeared or changed in the two years before filing: the merger of two promoter companies from April 2024 (DRHP p.207); the purchase of Anil Organic Private Limited from the promoter family, previously a related party with which the company traded, in March 2026 (DRHP p.210, DRHP p.281); and the first purchases from Ritesh Enterprises and Pratik Enterprises, in FY26 (DRHP p.281). The loan schedule shows ₹117.75 crore received and repaid by Sanchit Agarwal in FY24, a figure larger than that year's revenue, with no explanation (DRHP p.278).

20What the offer document does not say

Customers are not named. Metres sold and prices are not given, so growth cannot be split into volume and price. Manufacturing revenue is not split between fabric and masks, nor trading between fabric and chemicals. The Indian woven fabric, greige and denim markets are not sized in money. The issue price, general corporate purposes amount, issue expenses and after-issue shareholding are blank (DRHP p.93, DRHP p.87). The B2K Analytics report date is not given. The terms and interest rates of the purchases from, and loans by, Ritesh Enterprises and Pratik Enterprises are not given. Why the proforma and restated profits differ is not explained.

Some inconsistencies are recorded as document matters, not business ones: proforma standalone FY26 PAT of ₹27.5 crore against restated consolidated ₹11.4 crore (DRHP p.308, DRHP p.60); the working capital chapter's FY26 revenue, inventory and receivables differ from the restated figures (DRHP p.98, DRHP p.59); the merger allotment is 5,83,557 shares at ₹10 on December 18, 2025 on one page and 5,22,459 shares at ₹37.53 on November 20, 2025 on another

and its swap ratio is given two different ways (DRHP p.76, DRHP p.113, DRHP p.78, DRHP p.80); the November 2015 placement is shown at ₹100 and at a ₹80 premium (DRHP p.76, DRHP p.77); the CFO holds 1,56,256 shares on one page and 8,224 on another (DRHP p.87, DRHP p.225); the subsidiary's net asset value per share is printed identical to the company's (DRHP p.210);

a risk factor says the issue funds civil construction and machinery which the objects do not include (DRHP p.44); the business chapter still carries drafting notes such as that the company "should disclose specific storage arrangements" (DRHP p.177); the industry chapter calls the company a greige fabric maker for shirting, suiting and bed sheets while the business chapter says denim (DRHP p.130, DRHP p.168);

and the Bangladesh exports are dated 2026-2027 in one place (DRHP p.102).

21Five questions for management

1. Why do the proforma statements show the company's own FY26 profit after tax at ₹27.5 crore and FY25 at a loss, when the restated consolidated profit is ₹11.4 crore and ₹2.5 crore?
2. How many metres of fabric were sold in FY25 and FY26, at what average price, and how much of manufacturing revenue came from masks?
3. Of the ₹40.8 crore of receivables at March 31, 2026, how much has since been collected, and who owes the ₹6.0 crore that is more than six months past due?
4. On what prices and terms did the company purchase from Ritesh Enterprises and Pratik Enterprises, and how was the ₹1.8 crore price for Anil Organic Private Limited set?
5. Why is the whole ₹32.0 crore of working capital scheduled for FY28 rather than FY27, and how will the FY27 gap be funded?

1Sources and cited facts

This study was read from 1 document the company filed. The 172 figures it cites are listed under the document each came from, with the page and the sentence as printed.