ISSUE PROGRAMME ISSUE CLOSES ON [ ] ISSUE OPENS ON [ ]

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LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED

406-408, Keshva Premises, Behind Family Court, Bandra Kurla Complex, Bandra (East), Mumbai – 400051

Tel: +91-22 2659 8687 Fax: +91-22 2659 8690

Website: www.pantomathgroup.com Email: [email protected]

Investor Grievance Id: [email protected] Contact Person: Ms. Madhu Lunawat

SEBI Registration No: INM000012110

BIGSHARE SERVICES PRIVATE LIMITED E/2, Ansa Industrial Estate,

Saki Vihar Road Saki Naka, Andheri (East) Mumbai – 400 072 Tel: +91 22 40430200 Fax: +91 22 28475207 Email: [email protected] Website: www.bigshareonline.com Contact Person: Mr. Babu Raphael SEBI Registration Number: INR000001385

Please read Section 26 of the Companies Act, 2013 100% Fixed Price Issue

VIDLI RESTAURANTS LIMITED

Our Company was originally incorporated as “Kanisha Hotels Private Limited” under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated August 24, 2007 bearing Registration No. 173446 issued by Registrar of Companies, Maharashtra, Mumbai. The name of our Company was changed to “Vithal Kamats Restaurants Private Limited” and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies on October 1, 2013. Subsequently, the name of our Company was changed to “Vidli Restaurants Private Limited” and a fresh Certificate of Incorporation consequent upon change of name was issued by the Registrar of Companies on February 26, 2015. Subsequently our Company was converted into a public limited company vide fresh Certificate of Incorporation dated November 23,2015 and the name of our Company was changed to “Vidli Restaurants Limited”. The Corporate Identity Number of our Company is U55101MH2007PLC173446. For details of incorporation, change of name and Registered Office of our Company, please refer to chapter titled “General Information” and ‘Our History and Certain Other Corporate

Matters’ beginning on page 52 and 139 respectively of this Draft Prospectus.

Registered Office : Office No. 26, Building No. 1, Ajay Mittal Industrial Premises Limited, Marol, Andheri East, Mumbai–400059.

Tele Fax No. : 022 – 6697 8736

Company Secretary and Compliance Officer: Ms. Payal Barai

Email: [email protected]; Website: www.kamatsrestaurants.com

PROMOTERS OF OUR COMPANY: Ms. Vidhi V Kamat, VITS Hotels Worldwide Private Limited and Conwy Finance and Leasing Private Limited

THE ISSUE

PUBLIC ISSUE OF 13, 10,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH (“EQUITY SHARES”) OF VIDLI RESTAURANTS LIMITED(THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. 10 PER EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING RS.131.00 LAKHS (“THE ISSUE”), OF WHICH 70,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH FOR CASH AT A PRICE OF RS. 10 PER EQUITY SHARE, AGGREGATING RS. 7.00 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 12,40,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH FOR CASH AT A PRICE OF RS. 10 PER EQUITY SHARE, AGGREGATING RS. 124.00 LAKHS IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 30.25% AND 28.64% RESPECTIVELY OF THE FULLY DILUTED POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH AND THE ISSUE PRICE OF RS.10 IS 1.0 TIMES OF THE FACE VALUE OF THE EQUITY SHARES.

In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential investors shall participate in the Issue only through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to the chapter titled “Issue Procedure” beginning on page 276 of this Draft Prospectus. A copy will be delivered for registration to the Registrar of companies as required under Section 26 of the Companies Act, 2013.

THE ISSUE IS BEING MADE IN ACCORDANCE WITH CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED FROM TIME TO TIME (“SEBI ICDR REGULATIONS”).For further details please refer the section titled ‘Issue Information’ beginning on page 269 of this Draft Prospectus.

RISKS IN RELATION TO FIRST ISSUE

This being the first public issue of the Issuer, there has been no formal market for our Equity Shares. The face value of the Equity Shares of our Company is

` 10 and the Issue price of ` 10 per Equity Share is 1.0 times of the face value. The Issue Price (as determined by our Company in consultation with the Lead Manager as stated in the chapter titled ‘Basis for Issue Price’ beginning on page 89 of this Draft Prospectus) should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the Company and this Issue, including the risks involved. The Equity Shares offered in the issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Prospectus. Specific attention of the investors is invited to the section titled ‘Risk Factors’ beginning on page 14 of this Draft Prospectus.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to the Issuer and this Issue, which is material in the context of this Issue, that the information contained in this Draft Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading, in any material respect.

LISTING

The Equity Shares of our Company offered through this Draft Prospectus are proposed to be listed on the SME platform of BSE Limited (‘BSE’). In terms of the Chapter XB of the SEBI ICDR Regulations, as amended from time to time, we are not required to obtain an in-principle listing approval for the shares being offered in this issue. However, our Company has received an approval letter dated []from BSE for using its name in this offer document for listing of our shares on the SME Platform of BSE. For the purpose of this Issue, SME Platform of the BSE shall be the Designated Stock Exchange.

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Unless the context otherwise requires, refers to Vidli Restaurants Limited (formerly known as Vidli Restaurants Private Limited, Vithal Kamats Restaurants Private Limited and Kanisha Hotels Private Limited), a Company incorporated under the Companies Act, 1956 vide a Certificate of Incorporation issued by the Registrar of Companies, Maharashtra, Mumbai. ―you‖, ―your‖ or ―yours‖ Prospective investors in this Issue

AOA / Articles / Articles of Association

Articles of Association of Vidli Restaurants Limited, as amended from time to time

Application Collecting Intermediaries

1. an SCSB, with whom the bank account to be blocked, is maintained 2. a syndicate member (or sub-syndicate member)

3. a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website of the stock exchange as eligible for this activity) (‗broker‘)

4. a depository participant (‗DP‘) (whose name is mentioned on the website of the stock exchange as eligible for this activity)

5. a registrar to an issue and share transfer agent (‗RTA‘) (whose name is mentioned on the website of the stock exchange as eligible for this activity)

Audit Committee The committee of the Board of Directors constituted as the Company‘s Audit Committee in accordance with Section 177 of the Companies Act, 2013. Board of Directors/ the Board

/ our Board

The Board of Directors of Vidli Restaurants Limited, including all duly constituted Committee(s) thereof.

Companies Act / Act The Companies Act, 2013 and amendments thereto and the Companies Act, 1956, to the extent applicable

Depositories Act The Depositories Act, 1996, as amended

Depositories National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)

DIN Directors Identification Number

Director(s) Director(s) of Vidli Restaurants Limited, unless otherwise specified

Equity Shares Equity Shares of our Company of Face Value of Rs. 10 each unless otherwise specified in the context thereof

Equity Shareholders Persons/ Entities holding Equity Shares of Our Company General Information

Document (GID)

The General Information Document for investing in Public Issues prepared and issued in accordance with SEBI circular CIR/CFD/DIL/12/2013 dated October 23, 2013

Group Companies Such entities as are included in the chapter titled ‗Our Group Entities‘ beginning on page 172 of this Draft Prospectus

ISIN International Securities Identification Number. In this case being INE564S01019

MOA / Memorandum / Memorandum of Association

Memorandum of Association of Vidli Restaurants Limited, as amended till date

Non Resident A person resident outside India, as defined under FEMA Regulations, 2000 NRI/ Non-Resident Indian

A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin, each such term as defined under the FEMA (Deposit) Regulations, 2000, as amended.

Peer Review Auditor Independent Auditor having a valid Peer Review certificate in our case being M/s. R. T. Jain & Co., Chartered Accountants

Person or Persons

Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, Company, partnership firm, limited liability partnership firm, joint venture, or trust or

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any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires

Promoter / Promoters

Shall mean promoters of our Company i.e. Ms. Vidhi V Kamat, VITS Hotels Worldwide Private Limited (formerly known as UK Hospitality Infotech Private Limited) and Conwy Finance and Leasing Private Limited

Promoter Group Companies

Persons and entities covered under Regulation 2(1)(zb) of the SEBI (ICDR) Regulations as enlisted in the section titled ―Our Promoter Group and Group Companies / Entities‖ beginning on page 172 of this Draft Prospectus.

Registered Office of our Company

Office No.26, Building No. 1, Ajay Mittal Industrial Premises Limited, Marol, Andheri East, Mumbai – 400059

RoC / Registrar of Companies Registrar of Companies, Maharashtra, Mumbai

SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992, as amended

SEBI (ICDR) Regulations, 2009

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, including instructions and clarifications issued by SEBI from time to time.

SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011.

SEBI Insider Trading Regulations

The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, including instructions and clarifications issued by SEBI from time to time. Sub-Account

Sub-accounts registered with SEBI under the SEBI (Foreign Institutional Investor) Regulations, 1995, other than sub-accounts which are foreign corporate or foreign individuals.

Statutory Auditors / Auditor The statutory auditor of our Company being M/s. VBG & Co., Chartered Accountants

Issue Related Terms

Allot/ Allotment/ Allotted

Unless the context otherwise requires, issue / allotment of Equity Shares pursuant to the Issue to successful Applicants.

Allotment Advice

Note or advice or intimation of Allotment sent to the Bidders/Applicants who have been allotted Equity Shares after the Basis of Allotment has been approved by the designated Stock Exchanges.

Allottee An applicant to whom the Equity Shares are being / have been issued /allotted.

Applicant Any prospective investor (including an ASBA Applicant) who makes an application pursuant to the terms of the Prospectus and the Application Form.

Application Amount

The number of Equity Shares applied for and as indicated in the Application Form multiplied by the price per Equity Share payable by the Applicants on submission of the Application Form.

Application Form/ASBA Applicant

The form in terms of which the Applicant shall make an application to subscribe to the Equity Shares of our Company.

Application

Supported by Blocked Amount / ASBA

An application, whether physical or electronic, used by all Applicants to make application authorizing a SCSB to block the application amount in the ASBA Account maintained with such SCSB.

ASBA Account Account maintained by an ASBA Bidder with a SCSB which will be blocked by such SCSB to the extent of the Application Amount of the ASBA Applicant.

Bankers to the Company

Such banks which are disclosed as bankers to our Company in the chapter titled ―General Information‖ on page 52 of this Draft Prospectus

Basis of Allotment

The basis on which the Equity Shares will be allotted as described in the section titled "Issue Procedure - Basis of Allotment" beginning on page 276 of this Draft Prospectus.

Broker Centres

Broker centres notified by the Stock Exchanges, where the Applicants can submit the Application Forms to a Registered Broker. The details of such broker centres, along with the names and contact details of the Registered Brokers, are available on the website of the BSE on the following link:-

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http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3

BSE BSE Limited.

Business Day Monday to Friday (except public holidays)

CAN or

Confirmation of Allocation Note

The note or advice or intimation sent to each successful Applicant indicating the Equity Shares which will be Allotted, after approval of Basis of Allotment by the Designated Stock Exchange.

Client ID Client Identification Number maintained with one of the Depositories in relation to demat account.

Company Secretary and Compliance Officer

The Company Secretary & Compliance Officer of our Company being Ms. Payal Barai.

Controlling Branches of SCSBs

Such branches of the SCSBs which co-ordinate Applications under this Issue made by the Applicants with the Lead Manager, the Registrar to the Issue and the Stock Exchanges, a list of which is provided on http://www.sebi.gov.in

Demographic Details The demographic details of the Applicants such as their Address, PAN, Occupation and Bank Account details.

Depository / Depositories

A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996

Depository

Participant/DP A depository participant as defined under the Depositories Act.

Designated Branches Such branches of the SCSBs which shall collect the ASBA Application Form from the ASBA Applicant and a list of which is available on http://www.sebi.gov.in

Designated Date The date on which funds are transferred from the ASBA Accounts to the Public Issue Account in terms of the Draft Prospectus.

Draft Prospectus This Draft Prospectus dated December 30, 2015 issued in accordance with Section 32 of the Companies Act, 2013.

Eligible NRI

NRIs from such jurisdiction outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom this Draft Prospectus constitutes an invitation to subscribe for the Equity Shares on the basis of the terms thereof.

Banker to Issue Agreement

Agreement entered into on [●] amongst our Company, Lead Manager, the Registrar, the Banker to the Issue for collection of the Application Amounts and for remitting refunds (if any) of the amounts collected to the Applicants (excluding the ASBA Applicants) on the terms and condition thereof.

Bankers to the Issue

The bank(s), which are clearing members and are registered with SEBI as Banker (s) to the Issue at which the Public Issue Account for the Issue will be opened, in this case being IndusInd Bank Limited

FII / Foreign Institutional

Investors

Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations, 1995, as amended) registered with SEBI under applicable laws in India. First/Sole Applicant The Applicant whose name appears first in the Application Form or Revision Form. Issue Closing Date [•]

Issue Opening Date [•]

Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive of both days and during which prospective Applicants can submit their Applications. Issue Price The price at which Equity Shares will be issued and allotted by our Company being

Rs. 10/- per Equity Share.

Issue Proceeds Proceeds to be raised by our Company through this Issue, for further details please _{refer chapter title “}

Objects of the Issue‖ page no. 84 of this Draft Prospectus.

Issue/Offer

Public Issue of 13,10,000 Equity Shares of face value Rs. 10 each of Vidli Restaurants Limited for cash at a price of Rs. 10 per Equity Share (the "Issue Price") aggregating up to Rs. 131.00 Lakhs.

LM / Lead Manager The Lead Manager for the Issuebeing Pantomath Capital Advisors Private Limited.

Market Maker

Market Maker appointed by our Company from time to time, in this case being BCB Brokerage Private Limited who has agreed to receive or deliver the specified securities in the market making process for a period of three years from the date of listing of our Equity Shares or for any other period as may be notified by SEBI from time to time

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Term Description Market Making

Agreement

The Market Making Agreement dated December 30, 2015 between our Company and Market Maker BCB Brokerage Private Limited

Market Maker Reservation Portion

The reserved portion of 70,000 Equity Shares of Rs. 10 each at an Issue Price of Rs. 10 each to be subscribed by Market Maker.

MOU/ Issue

Agreement

The Memorandum of Understanding dated December 30, 2015 between our Company and Lead Manager.

Mutual Fund(s) Mutual fund(s) registered with SEBI pursuant to the SEBI (Mutual Funds) Regulations, 1996, as amended.

Net Issue

The Issue (excluding the Market Maker Reservation Portion) of 12,40,000 Equity Shares of face value Rs. 10 each of Vidli Restaurants Limited for cash at a price of Rs. 10 per Equity Share (the "Issue Price") aggregating up to Rs. 124.00 Lakhs.

Non Institutional Investors or NIIs

All Applicants, including sub accounts of FIIs registered with SEBI which are foreign corporate or foreign individuals, that are not QIBs or RIBs and who have applied for Equity Shares for an amount of more than Rs. 2,00,000 (but not including NRIs other than Eligible NRIs)

Other Investors

Investors other than Retail Individual Investors. These include individual applicants other than retail individual investors and other investors including corporate bodies or institutions irrespective of the number of specified securities applied for.

Overseas Corporate Body / OCB

Overseas Corporate Body means and includes an entity defined in clause (xi) of Regulation 2 of the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCB‘s) Regulations 2003 and which was in existence on the date of the commencement of these Regulations and immediately prior to such commencement was eligible to undertake transactions pursuant to the general permission granted under the Regulations. OCBs are not allowed to invest in this Issue.

Prospectus The Prospectus, to be filed with the RoC in accordance with the provisions of Section 32 of the Companies Act, 2013.

Public Issue Account The Bank Account opened with the Banker(s) to this Issue to receive monies from the SCSBs from the bank accounts of the ASBA Applicantson the Designated Date.

Qualified

Institutional Buyers or QIBs

A Mutual Fund, Venture Capital Fund and Foreign Venture Capital investor registered with the Board, a foreign institutional investor and account (other than a sub-account which is a foreign corporate or foreign individual), registered with the Board; a public financial institution as defined in Section 2(72) of the Companies Act, 2013; a scheduled commercial bank; a multilateral and bilateral development financial institution; a state industrial development corporation; an insurance company registered with the Insurance Regulatory and Development Authority; a provident fund with minimum corpus of Rs. 25.00 Crore; a pension fund with minimum corpus of Rs. 25.00 Crore rupees; National Investment Fund set up by resolution No. F. No. 2/3/2005 - DDII dated November 23, 2005 of the Government of India published in the Gazette of India, insurance funds set up and managed by army, navy or air force of the Union of India and insurance funds set up and managed by the Department of Posts, India.

Registered Broker

Individuals or companies registered with SEBI as "Trading Members" (except Syndicate/Sub-Syndicate Members) who hold valid membership of either BSE or NSE having right to trade in stocks listed on Stock Exchanges, through which investors can buy or sell securities listed on stock exchanges, a list of which is available on http://www.bseindia.com/members/MembershipDirectory.aspx & http://www.nseindia.com/membership/dynaContent/find_a_broker.htm

Regulations SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009 as amended Registrar/ Registrar

to this Issue/RTI Registrar to the Issue being Bigshare Services Private Limited. Reserved Category

/ Categories Categories of persons eligible for making application under reservation portion. Reservation Portion The portion of the Issue reserved for category of eligible Applicants as provided

under the SEBI ICDR Regulations, 2009 Retail Individual

Investors/RIIs

Individual Bidders (including HUFs in the name of Karta and Eligible NRIs) who have applied for an amount less than or equal to Rs. 2,00,000 in this Issue.

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Term Description SEBI Listing

Regulations

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and includes the agreement to be entered into between our Company and the Stock Exchange in relation to listing of Equity Shares on such Stock Exchange.

Self Certified Syndicate Bank or SCSB

A Bank which is registered with SEBI under SEBI (Bankers to an Issue) Regulations, 1994 and offers services of ASBA including blocking of bank account, a list of which is available on http://www.sebi.gov.in/pmd/scsb.pdf

SME Exchange SME Platform of the BSE Limited Stock Exchange BSE Limited (SME Platform) Underwriters

The Lead Manager and the Market Maker who have underwritten this Issue pursuant to the provisions of the SEBI (ICDR) Regulations and the SEBI (Underwriters) Regulations, 1993, as amended from time to time.

Underwriting Agreement

The Agreement dated December 30, 2015 entered into amongst the Underwriters and our Company.

Working Days

All days other than Sunday or a public holiday on which commercial banks are open for business, except with reference to announcement of Issue Period, where working day shall mean all days, excluding Saturdays, Sundays and public holidays, which are working days for commercial banks in India

Technical and Industry Related Terms

AICTE All India Council for Technical Education

APEDA Agricultural and Processed Food Products Export Development Authority

ATM Automated Teller Machines

BCG Boston Consulting Group

BMI Body Mass Index

BRIC Acronym that refers to the countries of Brazil, Russia, India and China British thermal unit a traditional unit of energy equal to about 1055 joules.

CAGR Compound Annual Growth Rate

CE Capital Economics

CII The Confederation of Indian Industry

DIPP Department of Industrial Policies and Promotion

EDP Entrepreneurship Development Programme

EMDEs Emerging Market and Developing Economies

F & B Food and Beverage

FDI Foreign Direct Investment

FICCI Federation of Indian Chambers of Commerce and Industry

FIPB Foreign Investment Promotion Board

FPTC Food Processing Training Centres

FSSAI The Food Safety and Standards Authority of India

FY Financial Year

GCMMF Gujarat Cooperative Milk Marketing Federation

GDP Gross Domestic Product

GHP Good Hygienic Practices

GMP Good Manufacturing Practices

GST Goods and Services Tax

HACCP Hazard Analysis and Critical Control Points

HRD Human Resource Development

IBEF India Brand Equity Foundation

ICICI Industrial Credit and Investment Corporation of India

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Term Description ISO International Organization for Standardization

JV Joint Venture

M&A Mergers and Acquisitions

MLPD Million Litres per day

MNC Multi National Company

MoFPI Ministry of Food Processing Industries

MOUs Memoranda of Understanding

NABARD National Bank for Agriculture and Rural Development NCML National Collateral Management Services Limited NMFP National Mission on Food Processing

NOC No Objection Certificate

NSDC National Skill Development Corporation

OECD Organisation for Economic Cooperation and Development One Billion Ten Thousand Lakhs

One million Ten Lakhs

One Trillion One Crore Lakhs

PE Private Equity

PIB Press Information Bureau

POS Point of Sale

PPP Purchasing Power Parity

QSR Quick Service Restaurant

RBI Reserve Bank of India

SEZ Special Economic Zone

Sq. ft. Sqaure Foot

TCIL Telecommunications Consultants India Ltd

TQM Total Quality Management

USA United States of America

USD United States Dollar

VAT Value Added Tax

WEO World Economic Outlook

Abbreviations

A/c Account

AGM Annual General Meeting

AS Accounting Standards issued by the Institute of Chartered Accountants of India.

A.Y. Assessment Year

AoA Articles of Association

ASBA Application Supported by Blocked Amount

B.Com Bachelor of Commerce

BG/LC Bank Guarantee / Letter of Credit

BIFR Board for Industrial and Financial Reconstruction

B.Sc. Bachelor of Science

B. Tech. Bachelor of Technology

BSE BSE Limited

CAGR Compounded Annual Growth Rate

CB Controlling Branch

CC Cash Credit

CDSL Central Depository Services (India) Limited

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CIN Corporate Identity Number

CS Company Secretary

CST Central Sales Tax

DGFT Directorate General of Foreign Trade

DIN Director Identification Number

DIPP Department of Industrial Policy & Promotion

DP Depository Participant

DP ID Depository Participant‘s Identification Number

ECS Electronic Clearing System

EBIDTA Earnings before Interest, Depreciation, Tax and Amortisation EGM Extraordinary General Meeting of the shareholders

EPFA The Employees‘ Provident Funds and Miscellaneous Provisions Act,1952

EPS Earnings Per Share

ESIC Employee‘s State Insurance Corporation

ESOP Employee Stock Option Plan

FCNR Account Foreign Currency Non Resident Account

FDI Foreign Direct Investment

FII(s) Foreign Institutional Investor, as defined under the FII Regulations and registered with the SEBI under applicable laws in India

FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended from time to time.

FIPB Foreign Investment Promotion Board

FEMA Foreign Exchange Management Act, 1999, as amended from time to time, and the Regulations framed there under

Financial Year/ Fiscal/ F.Y. The period of twelve (12) months ended on March 31 of that particular year.

FI‘s Financial Institutions

FPIs

―Foreign Portfolio Investor‖ means a person who satisfies the eligibility criteria prescribed under regulation 4 and has been registered under Chapter II of Securities And Exchange Board Of India (Foreign Portfolio Investors) Regulations, 2014, which shall be deemed to be an intermediary in terms of the provisions of the SEBI Act,1992

FTP Foreign Trade Policy, 2009

FV Face Value

FVCI Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture Capital Investor) Regulations, 2000.

GDP Gross Domestic Product

GoI/Government Government of India

HUF Hindu Undivided Family

HNI High Net Worth Individual

i.e. That is

IFRS International Financial Reporting Standards Indian GAAP Generally Accepted Accounting Principles in India INR / Rs./ Rupees Indian Rupees, the legal currency of the Republic of India

IPO Initial Public Offer

IRDA Insurance Regulatory and Development Authority I. T. Act The Income Tax Act, 1961, as amended.

IT Authorities Income Tax Authorities

I. T. Rules The Income Tax Rules, 1962, as amended, except as stated otherwise.

KMP Key Managerial Personnel

LM Lead Manager

MICR Magnetic Ink Character Recognition

Mn Million

MNC Multi National Company

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Term Description MoF Ministry of Finance, Government of India

MoU Memorandum of Understanding

N.A. Not Applicable

NAV Net Asset Value

NECS National Electronic Clearing System NEFT National Electronic Fund Transfer

NBFC Non- Banking Finance Company

No. Number

NoC No Objection Certificate

NI Act Negotiable Instruments Act, 1881

NOC No Objection Certificate

NRE Account Non-Resident (External) Account NRO Account Non-Resident (Ordinary) Account NSDL National Securities Depository Limited

OCB Overseas Corporate Bodies

p.a. Per annum

PAC Persons Acting in Concert

PAN Permanent Account Number

PAT Profit After Tax

PBT Profit Before Tax

P/E Ratio Price/Earnings Ratio

Pvt. Private

QIB Qualified Institutional Buyer

RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934 as amended from time to time. R & D Research and Development

ROE Return on Equity

RoC Registrar of Companies

RONW Return on Net Worth

RTGS Real Time Gross Settlement

` Indian Rupees, the official currency of the Republic of India

SARFAESI The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002

SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time SCRR Securities Contracts Regulations Rules, 1957

SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992.

SEBI (Venture Capital) Regulations

Securities Exchange Board of India (Venture Capital) Regulations, 1996 as amended from time to time

Sec. Section

SICA Sick Industrial Companies (Special Provisions) Act, 1985

SME Small and Medium Enterprises

STT Securities Transaction Tax

TAN Tax Deduction Account Number

TRS Transaction Registration Slip

TIN Taxpayers Identification Number

U.S.A. / United States / US /

U.S. United States of America

U.S. GAAP Generally Accepted Accounting Principles in the United States of America USD/US$/ $ United States Dollar, the official currency of the Unites States of America

VAT Value added tax

VCF / Venture Capital Fund

Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable laws in India

w.e.f. With effect from

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PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references in this Draft Prospectus to ―India‖ are to the Republic of India. All references in this Draft Prospectus to the ―U.S.‖, ―USA‖ or ―United States‖ are to the United States of America.

In this Draft Prospectus, the terms ―we‖, ―us‖, ―our‖, the ―Company‖, ―our Company‖, ―Vidli Restaurants Limited‖, ―Vidli Restaurants‖, unless the context otherwise indicates or implies, refers to Vidli Restaurants Limited. In this Draft Prospectus, unless the context otherwise requires and the word ―Lac / Lakh‖ means ―one hundred thousand‖, the word ―million (mn)‖ means ―Ten Lac / Lakh‖, the word ―Crore‖ means ―ten million‖ and the word ―billion (bn)‖ means ―one hundred crore‖. In this Draft Prospectus, any discrepancies in any table between total and the sum of the amounts listed are due to rounding-off.

Use of Financial Data

Unless stated otherwise, the financial data in this Draft Prospectus is derived from our financial statements prepared and restated for the financial year ended 2011 2012, 2013, 2014 and 2015 and for the period ended April 01, 2015 to September 30, 2015 in accordance with Indian GAAP, Accounting Standards, the Companies Act, as stated in the reports of our Peer Auditors and SEBI (ICDR) Regulations, 2009 included under Section titled “Financial Information of the Company” beginning on page 197 of this Draft Prospectus. In this Draft Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off. All decimals have been rounded off to two decimal points. Our Company has no subsidiaries. Accordingly, financial information relating to us is presented on a Standalone basis. Our fiscal year commences on April 1 of every year and ends on March 31st of every next year.

There are significant differences between Indian GAAP, U.S. GAAP and the International Financial Reporting Standards (IFRS). Accordingly, the degree to which the Indian GAAP, Financial Statements included in this Draft Prospectus will provide meaningful information is entirely dependent on the reader‘s level of familiarity with Indian accounting practice and Indian GAAP. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Prospectus should accordingly be limited. We have not attempted to explain those differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on our financial data.

For additional definitions used in this Draft Prospectus, see the section “Definitions and Abbreviations” on page

2 of this Draft Prospectus. In the section titled “Main Provisions of Articles of Association” on page no. 318 of

this Draft Prospectus, defined terms have the meaning given to such terms in the Articles of Association of our Company.

Use of Industry & Market Data

Unless stated otherwise, industry and market data and forecast used throughout this Draft Prospectus was obtained from internal Company reports, data, websites, Industry publications report as well as Government Publications. Industry publication data and website data generally state that the information contained therein has been obtained from sources believed to be reliable, but that their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.

Although, we believe industry and market data used in this Draft Prospectus is reliable, it has not been independently verified by us or the LM or any of their affiliates or advisors. Similarly, internal Company reports and data, while believed by us to be reliable, have not been verified by any independent source. There are no standard data gathering methodologies in the industry in which we conduct our business and methodologies and assumptions may vary widely among different market and industry sources.

In accordance with the SEBI (ICDR) Regulations, the section titled “Basis for Issue Price” on page 89 of this Draft Prospectus includes information relating to our peer group companies. Such information has been derived from publicly available sources, and neither we, nor the LM, have independently verified such information.

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Currency of Financial Presentation and Exchange Rates

All references to "Rupees" or "INR" or ―Rs.‖ or ― ` ‖ are to Indian Rupees, the official currency of the Republic of India. Except where specified, including in the section titled ―Industry Overview‖ throughout this Draft Prospectus all figures have been expressed in Lakhs / Lacs, Million and Crores.

Any percentage amounts, as set forth in "Risk Factors", "Our Business", "Management's Discussion and Analysis of Financial Conditions and Results of Operation" on page 14, 120 & 233 in this Draft Prospectus, unless otherwise indicated, have been calculated based on our restated respectively financial statement prepared in accordance with Indian GAAP.

This Draft Prospectus contains conversions of certain US Dollar and other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI (ICDR) Regulations. These conversions should not be construed as a representation that those US Dollar or other currency amounts could have been, or can be converted into Indian Rupees, at any particular rate.

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FORWARD LOOKING STATEMENTS

We have included statements in this Draft Prospectus which contain words or phrases such as ―will‖, ―aim‖, ―is likely to result‖, ―believe‖, ―expect‖, ―will continue‖, ―anticipate‖, ―estimate‖, ―intend‖, ―plan‖, ―contemplate‖, ―seek to‖, ―future‖, ―objective‖, ―goal‖, ―project‖, ―should‖, ―will pursue‖ and similar expressions or variations of such expressions, that are ―forward-looking statements‖.

All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. These statements are based on our management‘s beliefs and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Important factors that could cause actual results to differ materially from our expectations include but are not limited to:

1. General economic and business conditions in India and in the markets in which we operate and in the local, regional and national economies;

2. Changes in laws and regulations relating to the Sectors in which we operate; 3. Realization of Contingent Liabilities;

4. Occurrence of Environmental Problems & Uninsured Losses; 5. Increased competition in industries / sector in which we operate; 6. Factors affecting the industry in which we operate;

7. Our ability to meet our capital expenditure requirements

8. Our ability to successfully implement our growth strategy and expansion plans and to successfully launch and implement various projects and business plans for which funds are being raised through this Issue; 9. Fluctuations in operating costs;

10. Our ability to attract and retain qualified personnel; 11. Our failure to keep pace with rapid changes in technology;

12. Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices.

13. Occurrence of natural disasters or calamities affecting the areas in which we have operations; 14. Any adverse outcome in the legal proceedings in which we/our group companies are involved; 15. Other factors beyond our control;

16. Our ability to manage risks that arise from these factors;

17. Changes in Government policies and Regulatory actions that apply to or affect our business; 18. Conflicts of interest with affiliated companies, the promoter group and other related parties; and 19. The performance of the financial markets in India and globally.

For further discussion of factors that could cause our actual results to differ, see the Section titled "Risk Factors", “Our Business” & and "Management‘s Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 14, 120 & 233 respectivelyof this Draft Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither our Company, our Directors, our Officers, Lead Manager and Underwriter nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company, and the Lead Manager will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchange for the Equity Shares allotted pursuant to this Issue.

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RISK FACTORS

An investment in Equity Shares involves a high degree of risk. Prospective investors should carefully consider all the information in this Draft Prospectus, particularly the ―Restated Financial Statements‖ and the related notes, ―Our Business‖ and ―Management‘s Discussion and Analysis of Financial Condition and Results of Operation‖ on page 197,120 and 233 respectively of this Draft Prospectus and the risks and uncertainties described below, before making a decision to invest in our Equity Shares.

Any of the following risks, individually or together, could adversely affect our business, financial condition, results of operations or prospects, which could result in a decline in the value of our Equity Shares and the loss of all or part of your investment in our Equity Shares. While we have described the risks and uncertainties that our management believes are material, these risks and uncertainties may not be the only risks and uncertainties we face. Additional risks and uncertainties, including those we currently are not aware of or deem immaterial, may also have an adverse effect on our business, results of operations, financial condition and prospects. This Draft Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Draft Prospectus.

The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors below. However, there are risk factors the potential effects of which are not quantifiable and therefore no quantification has been provided with respect to such risk factors. In making an investment decision, prospective investors must rely on their own examination of our Company and the terms of the Issue, including the merits and the risks involved. You should not invest in this Issue unless you are prepared to accept the risk of losing all or part of your investment, and you should consult your tax, financial and legal advisors about the particular consequences to you of an investment in our Equity Shares.

Unless otherwise stated, the financial information of our Company used in this section is derived from our audited financial statements under Indian GAAP, as restated.

Materiality

The Risk Factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality:

1. Some events may not be material individually but may be found material collectively 2. Some events may have material impact qualitatively instead of quantitatively

3. Some events may not be material at present but may be having material impact in future The risk factors are classified as under for the sake of better clarity and increased understanding:

Risk Factor

Internal

Business Risk

Issue Related

External

Industry

Others

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Internal Risk Factors

1. Certain of our Promoters and Group Companies are currently involved in legal proceedings pending at different levels of adjudication before various courts and tribunals. A classification of legal proceedings and the monetary amount involved in the cases currently outstanding is mentioned in brief below

There is no assurance that in future we may not face legal proceedings, any adverse decision in the said

Name of Entity Criminal Proceeding s Civil/ Arbitratio n Proceeding s Tax Proceeding s Labour Dispute s Consumer Compliant s Complaint s under Section 138 of NI Act, 1881 Aggregat e amount involved Company By the

Company Nil Nil Nil Nil Nil Nil Nil

Against the Company

Nil Nil Nil Nil Nil Nil Nil

Promoters By the

promoter Nil Nil Nil Nil Nil Nil Nil

Against the promoters

Group Companies By Group Companie s 5 8 Nil 1 1 5 13.27 crores Against Group Companie s

3 1 Nil 1 Nil Nil 0.40

crores

Directors other than Promoters By the

Directors Nil Nil Nil Nil Nil Nil Nil

Against the Directors

There is no assurance that in future we may not face legal proceedings, any adverse decision in the said legal proceedings may impact our business. For further details in relation to legal proceedings involving our Company, Promoters and Directors, see the section entitled ―Outstanding Litigation and Material Developments‖ on page 242 of this Draft Prospectus.

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2. Our success depends significantly on the value, perception and marketing of brands namely “VITHAL KAMATS” and “KAMATS”.

Our ability to market and increase our franchisee network is significantly dependent on brands like ―VITHAL KAMATS‖ and ―KAMATS‖. We believe that maintaining and enhancing the abovementioned

brands is important for our competitive advantage. However, the abovementioned brands are not owned by us; nor do we have exclusive agreement with their owners for their usage.

Further, our business could be damaged by negative publicity or by claims or perceptions about the quality or safety of our outlets, food products and quality of our suppliers or our services. Any unforeseen incidents such as litigation or negative publicity, affecting our business, franchisees or suppliers, can hamper our image, customer perception, our revenue from operations etc.

Moreover, our success depends on various factors, including customer preference, our ability to maintain uniform quality of services and food, ambience etc. across our outlets. As we continue to grow our business by expandingour geographic reach, maintaining quality and consistency may be more difficult and we cannot assure you that our customer‘s confidence in us may not be affected.

Most of the outletsare managed by franchisees, who may misuse the abovementioned brands/trademarks and we may not be able to control such franchisees. Unauthorized use of the trademarks, including imitating or copying our products, by unrelated third parties may damage our reputation and brand. The measures we take to protect the trademarks may not be adequate to prevent unauthorized use by third parties, which may affect our image and in turn adversely affect our business, financial condition, results of operations and prospects.

3. We rely significantly on our agreement for use of copy right mark / trade mark with Dr. Vithal Kamat and Kamat Holiday Resorts (Silvassa) Limited for our business operations.

The brands ―Vithal Kamats‖ and ―Kamats‖ which we use are neither owned by us nor do we have an

exclusive agreement with their owners for their usage. We rely significantly on our agreement for use of copy right mark / trade mark with Dr. Vithal Kamat and Kamats Holiday Resorts (Silvassa) Limited. These agreements provide us with the right to the copyrights/marks/logos such as Vithal Kamats, Zhatpat and

Kamats for existing and new restaurants, outlets, franchisee units etc. on payment of royalty. The terms of both the agreements is for a period of fifteen years subject to fulfilment of certain conditions from October 12, 2013 to October 11 2028 in case of Vithal Kamats and Zhapat while for Kamats, it is from April 18, 2015 to April 17, 2030. The agreement may be terminated as a result of a breach under the agreement by us, including, without limitation, due to our bankruptcy, our failure to make payments etc. We would be unable to continue with our business operations as result of termination of the aforesaid agreement due to our default, or our inability to renew the agreement upon expiry of its term thereby affecting our business and results of operations. For details of the terms of the agreements please refer ―History and Certain Corporate Matters‖ on page 139 of this Draft Prospectus.

4. Our trademark is not currently registered under the Trade Marks Act, 1999. Also the application is not in the name of our Company

Currently, we do not have a registered trademark over our name and logo under the Trade Marks Act, 1999, and consequently do not enjoy the statutory protections accorded to a trademark registered in India. Though we have made an application for registration, the registration of any trademark is a time-consuming process, and there can be no assurance that any such registration will be granted. In the absence of such registration, competitors or other companies may challenge the validity or scope of our intellectual property. Unless our trademarks are registered, we may only get passing off relief for our marks if used by others, which could materially and adversely affect our brand image, goodwill and business. Further, the registration is applied in the name of Mr. Vikram Kamat, spouse of our promoter. As the trade mark will not be owned by our Company, we may have to enter into trademark usage agreement and there could be various clauses attached to such agreement. The agreement may also be terminated as a result of a breach under the agreement by us, including, without limitation, due to our bankruptcy, our failure to make payments etc. Such restrictions and terms may affect our usage of the trademark thereby affecting our business and results of operations.

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5. Our group company Kamat Hotels (India) Limited was referred to Corporate Debt Restructuring cell during Fiscal 2013. Post failure of CDR, the company received recall notices and subsequently many lenders have assigned the loans in favour of asset reconstruction companies.

Our group company, Kamat Hotels (India) Limited (KHIL) had made a reference to Corporate Debt Restructuring (CDR) Cell for restructuring its debts in view of difficult financial situation. The CDR Empowered Group, at its meeting held on 15th February, 2013, has approved the CDR Package. The Asset Sale Committee constituted by the CDR lenders could not materialize sale of specified assets of KHIL despite best efforts by KHIL‘s management, promoters and the Asset Sale Committee, by the deadline, that is, March 31st, 2014 and therefor the CDR empowered Group communicated revocation of CDR mechanism as decided in the Joint Lenders Meeting. Consequently, KHIL received loan recall notices and notices purportedly under section 13(2) of the SARFAESI Act, 2002 from some lenders. Lenders like Tourism Finance Corpn. of (I) Ltd and L & T Infrastructure Finance Company Limited assigned their respective debts to Asset Care & Reconstruction Enterprise Ltd. (ACRE) and Edelweiss Asset Reconstruction Company Limited respectively. State Bank Of India have assigned their loans to Asset Care & Reconstruction Enterprise Ltd, while Vijaya Bank has assigned its debts to Invent Asset Securitization and Reconstruction Private Limited. For further details, please refer chapter titled ―Our Group Entities‖ starting on page 172 of this Draft Prospectus. There can be no assurance that such developments will not be an adverse effect on our reputation or business and results of operations.

6. We have a very limited operating history, which may make it difficult for investors to evaluate our historical performance or future prospects

Our Company started commercial operations from November 2013. Thus, we have a very limited operating history from which one can evaluate our business, future prospects and viability. Our future revenues and profitability are difficult to estimate and could fluctuate significantly and as a result the price of our equity shares may be volatile. Further, our promoter Ms. Vidhi Kamat is first generation entrepreneur. Her experience in managing and being instrumental in the growth of our company is limited to the extent of her knowledge and experience and we cannot assure that this will not affect our business growth.

7. We are subject to risks associated with leasing space subject to long-term agreements and we may not be able to operate our outlets and franchisees successfully.

Our outlets and franchisee units are set up on space taken on lease. Further, a number of lease agreements for franchisee outlets may not be duly registered or adequately stamped. The effect ofinadequate stamping and non-registration is that the document is not admissible as evidence in legal proceedings, and parties to that agreement may not be able to legally enforce it, except after paying a penalty for inadequate stamping and non-registration. In the event of any dispute arising out of such unstamped or inadequately stamped and/or unregistered lease agreements, the franchisees may not be able to effectively enforce the leasehold rights arising out of such agreements which may have a material adverse impact on our business.

We may also not be able to identify suitable locations for the new franchisee outlets or operate them successfully. If existing or future franchisee units are not profitable, and we decide to close any of them, we may nonetheless be committed to performing our obligations under the applicable lease including, among other things, paying the base rent for the notice period or the termination fee. In addition, as our leases expire, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to pay increased occupancy costs or to close outlets in desirable locations or to shift them, which may not necessarily yield past results. These potentially increased occupancy costs and closed franchisee could materially adversely affect our business, financial condition and results of operations.

8. We rely on the proficiency and skills of our personnel to maintain the quality of our service.

The quality of our services at our outlets is crucial for the success of our business. This in turn depends on the proficiency and skills of our personnel. Our success also depends on our ability to retain and attract experienced and well-qualified employees, customer service and kitchen staff. Though we have developed an in-house training academy to ensure maintenance of quality and uniformity of service, there can be no assurance that the personnel will adhere to the standards set forward by us. Any unforeseen deterioration in the quality of our service may significantly influence opening of new franchisee outlets and outlets and thereby affect our results of operations.

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9. We generate major portion of our revenue from operations from franchisees outlets. Their discontinuation with us could have an adverse impact on our revenue and results of operations.

A major portion of our total sales are generated from franchisee outlets. Currently, we have 37 franchisee outlets. Under our franchise agreement we grant the right and license to use the marks and to establish and operate outlets using the marks and the system in the identified location. Though we take great care in selecting franchisees there can be no guarantee that the franchisee will continue to work with us. Any significant loss of franchisees could materially and adversely affect our business, financial condition, results of operations and prospects.

If our existing franchisees joins a competitor or forms a competing company, we may consequently lose our proprietary know-how including pricing of our menu items, new restaurant launches and pricing relating to the procurement of raw material.

10. We generate major portion of our revenue from operations from franchisees located in Maharashtra region and any adverse developments affecting our operations in this region could have an adverse impact on our revenue and results of operations.

A major portion of our total sales are generated from restaurant and franchisees located in Maharashtra. Such geographical concentration of our franchisees and outlets business in Maharashtra heightens our exposure to adverse developments related to competition, as well as economic and demographic changes in these regions which may adversely affect our business prospects, financial conditions and results of operations. We may not be able to leverage our experience in Maharashtra region to expand our operations in other parts of India.

Factors such as competition, culture, regulatory regimes, business practices and customs, industry needs, transportation, in other markets where we may expand our operations may differ from those in Maharashtra, and our experience in Maharashtra may not be applicable to other markets. In addition, as we enter new markets and geographical areas, we are likely to compete not only with national players, but also local players who might have an established local presence, are more familiar with local regulations, business practices and industry needs, or are in a stronger financial position than us, all of which may give them a competitive advantage over us. Our inability to successfully replicate success we have achieved in Maharashtra region to other markets outside Maharashtra may adversely affect our business prospects, financial conditions and results of operations. While our management believes that the Company has requisite expertise and vision to grow and mark its presence in other markets going forward, investors should consider our business and prospects in light of the risks, losses and challenges that we face and should not rely on our results of operations for any prior periods as an indication of our future performance.

11. We are yet to identify properties or entered into any definitive agreements for setting-up of our proposed food joint outlets. We cannot assure you that the set-up will be undertaken as per planned implementation.

We intend to utilise a sum of Rs. 103.00 lakhs out of Issue Proceeds for setting-up 8 new food joint / outlets. However, as on date except the property located in Lodha Palava, Maharashtra for which we have entered into letter of intent for acquisition of property on lease basis, we have not identified any other properties on which our food joints will be established nor do we have entered into any long term agreement. We have conducted market analysis in the state of Maharashtra and are currently in the process of identifying the locality specific malls as mentioned in the chapter Objects of the Issue for setting up of our proposed food joints. While we expect that we will be able to establish these food joints as per the planned implementation, we may experience delays or financial or operational difficulties in relation to the establishment of these new food joints, including if we are unable to identify suitable locations or conclude definitive agreements for the lease of such new food joints on terms anticipated by us or at all, which would in turn affect our growth and results of operations.

12. Our ability to maintain our competitive position and to implement our business strategy is dependent to a significant extent on our senior management team and other key personnel.

We depend on our current senior management for the implementation of our strategy and the operation of our day-to-day activities. Furthermore, relationships of members of senior management are important to the conduct of our business. Competition for experienced management personnel in the hospitality sector is

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intense, the pool of qualified candidates is limited, and we may not be able to retain the services of our senior executives or key personnel or attract and retain high-quality senior executives or key personnel in the future. Consequently, there can be no assurance that these individuals will continue to make their services available to us in the future. Any significant loss of senior management or key personnel could materially and adversely affect our business, financial condition, results of operations and prospects. In addition, if any member of our senior management team or any of our other key personnel joins a competitor or forms a competing company, we may consequently lose our proprietary know-how including pricing of our menu items, new restaurant launches and pricing relating to the procurement of raw material.

13. We do not own the Registered Office of our Company from which we operate.

We do not own the Registered Office of our Company from which we operate. We have taken the premises on lease which is valid until November 30, 2018. If we do not comply with certain conditions of the lease it may lead to termination of the lease, which could have an adverse affect on our operations and there can be no assurance that renewal of lease agreement with the owner of the land will be entered into. In the event of non-renewal of lease, we may be required to shift our registered office to a new location and there can be no assurance that the arrangement we enter into in respect of new premises would be on such terms and conditions as the present one.

14. Our Company has not complied with certain statutory provisions and has made delayed filing with Registrar of Companies. Such non-compliances/lapses may attract penalties.

Our Company has not complied with certain statutory provisions such as the following:

a. Our Company, in the past has not filed Form 32 with the registrar of Company for regularizing its directors, though the approval of members was sought in the general meeting;

b. Our Company has also made delayed filing of forms under the Companies Act.

Such delay/non-compliance may in the future render us liable to statutory penalties which may have consequence of violation of statutory provisions concerned. To avoid such non-compliances/lapses, our Company has appointed Company Secretary to oversee compliance and secretarial related matters of our Company.

15. Our Company is yet to deploy the funds raised through the Rights issue in the past.

Our Company has raised a sum of Rs. 262.00 lakhs by allotting equity shares on Rights basis to the existing shareholder vide Letter of Offer dated March 07, 2015. The object of the issue was to utilise the funds for business purposes & general corporate expenses. Out of the said sum our Company has till December 28, 2015 deployed a sum of Rs. 36.00 lakhs and remaining amount of Rs. 226.00 lakhs has been temporarily invested in mutual funds pending utilisation. Our Company is yet to utilise the amount for the aforesaid object.

16. There exist certain brands or entities whose names resemble to our existing brand.

Certain entities/brands like ―Natural‖ owned by Kamaths Ourtimes Ice-creams Pvt Ltd, Mumbai popularly known as ―Kamath‘s Ice Cream‖, KAMAT Restaurant, Bangalore (Since 1948), Kamath Yatri Nivas, Murudeshwar, Bangalore, Kamat Vegetarian Restaurant, UAE, Kamats Suruchi, Singapore etc. do not belong to us and should not be associated with us. These brands are not owned or managed by us and thus investors should not relate or identify these brands to our business.

17. Some of our Group companies have incurred losses during the last three fiscal year

Sustained financial losses by our Group Entities may not be perceived positively by external parties such as customers, bankers, suppliers etc, which may affect our credibility and business operations. Our Group Entities, Kamat Hotels (India) Limited, Orchid Hotels Pune Private Limited,

Conwy Finance & Leasing Private Limited, Venketesh Hotels Private Limited, Vishal Amusements Limited, Vikram Kamats Academy LLP, Kamats Club Private Limited, Kamats Development Private Limited, Kamats Super Snacks Private Limited, Kamburger Foods Private Limited, Kamats Eateries Private Limited, has incurred losses in previous years: